UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-51405
FEDERAL HOME LOAN BANK OF DALLAS
(Exact name of registrant as specified in its charter)
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Federally chartered corporation
(State or other jurisdiction of incorporation
or organization)
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71-6013989
(I.R.S. Employer
Identification Number) |
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8500 Freeport Parkway South, Suite 600
Irving, TX
(Address of principal executive offices)
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75063-2547
(Zip Code) |
Registrants telephone number, including area code: (214) 441-8500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class B Capital Stock, $100 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
(Do not check if a smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The registrants capital stock is not publicly traded and is only issued to members of the
registrant. Such stock is issued and redeemed at par value ($100 per share), subject to certain
regulatory and statutory requirements. At February 28, 2011, the registrant had 14,952,080 shares
of its capital stock outstanding. As of June 30, 2010 (the last business day of the registrants
most recently completed second fiscal quarter), the aggregate par value of the registrants capital
stock outstanding was approximately $2.269 billion.
Documents Incorporated by Reference: None.
FEDERAL HOME LOAN BANK OF DALLAS
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
Background
The Federal Home Loan Bank of Dallas (the Bank) is one of 12 Federal Home Loan Banks (each
individually a FHLBank and collectively the FHLBanks, and, together with the Office of Finance,
a joint office of the FHLBanks, the FHLBank System, or the System) that were created by the
Federal Home Loan Bank Act of 1932, as amended (the FHLB Act). Each of the 12 FHLBanks is a
member-owned cooperative that operates as a separate federally chartered corporation with its own
management, employees and board of directors. Each FHLBank helps finance housing, community
lending, and community development needs in the specified states in its respective district.
Federally insured commercial banks, savings banks, savings and loan associations, and credit
unions, as well as insurance companies, are all eligible for membership in the FHLBank of the
district in which the institutions principal place of business is located. Effective with the
enactment of the Housing and Economic Recovery Act of 2008 (the HER Act) on July 30, 2008,
Community Development Financial Institutions that are certified under the Community
Development Banking and Financial Institutions Act of 1994 are also eligible for membership in the
Bank. State and local housing authorities that meet certain statutory and regulatory criteria may
also borrow from the FHLBanks.
The public purpose of the Bank is to promote housing, jobs and general prosperity through products
and services that assist its members in providing affordable credit in their communities. The
Banks primary business is to serve as a financial intermediary between the capital markets and its
members. In its most basic form, this intermediation process involves raising funds by issuing
debt in the capital markets and lending the proceeds to member institutions (in the form of loans
known as advances) at rates that are slightly higher than the cost of the debt. The interest
spread between the cost of the Banks liabilities and the yield on its assets, combined with the
earnings on its invested capital, are the Banks primary sources of earnings. The Bank endeavors
to manage its assets and liabilities in such a way that its net interest spread is consistent
across a wide range of interest rate environments. The intermediation of its members credit needs
with the investment requirements of the Banks creditors is made possible by the extensive use of
interest rate exchange agreements. These agreements, commonly referred to as derivatives or
derivative instruments, are discussed below in the section entitled Use of Interest Rate Exchange
Agreements.
The Banks principal source of funds is debt issued in the capital markets. All 12 FHLBanks issue
debt in the form of consolidated obligations through the Office of Finance as their agent, and each
FHLBank uses these funds to make loans to its members, invest in debt securities, or for other
business purposes. All 12 FHLBanks are jointly and severally liable for the repayment of all
consolidated obligations. Although consolidated obligations are not obligations of or guaranteed
by the United States Government, FHLBanks are considered to be government-sponsored enterprises
(GSEs) and thus have historically been able to borrow at the favorable rates generally available
to GSEs. The FHLBanks consolidated debt obligations are rated Aaa/P-1 by Moodys Investors
Service (Moodys) and AAA/A-1+ by Standard & Poors (S&P), which are the highest ratings
available from these nationally recognized statistical rating organizations (NRSROs). These
ratings indicate that Moodys and S&P have concluded that the FHLBanks have an extremely strong
capacity to meet their commitments to pay principal and interest on consolidated obligations, and
that consolidated obligations are judged to be of the highest quality, with minimal credit risk.
The ratings also reflect the FHLBank Systems status as a GSE. Individually, the Bank has received
a deposit rating of Aaa/P-1 from Moodys and a long-term counterparty credit rating of AAA/A-1+
from S&P. Shareholders, debtholders and prospective shareholders and debtholders should understand
that these ratings are not a recommendation to buy, sell or hold securities and they may be revised
or withdrawn at any time by the NRSRO. The ratings from each of the NRSROs should be evaluated
independently.
All members of the Bank are required to purchase capital stock in the Bank as a condition of
membership and in proportion to their asset size and borrowing activity with the Bank. The Banks
capital stock is not publicly traded and all stock is owned by the Banks members, former members
(including a federal or state agency or insurer acting as a receiver of a closed institution) that
retain the stock as provided in the Banks capital plan, or by non-member institutions that have
acquired a member and must retain the stock to support advances or other extensions of credit.
1
Prior to July 30, 2008, the Federal Housing Finance Board (Finance Board) was responsible for the
supervision and regulation of the FHLBanks and the Office of Finance. Effective with the enactment
of the HER Act, the Federal Housing Finance Agency (Finance Agency), an independent agency in the
executive branch of the United States Government, assumed responsibility for supervising and
regulating the FHLBanks and the Office of Finance. The Finance Agencys stated mission is to
provide effective supervision, regulation and housing mission oversight of the FHLBanks to promote
their safety and soundness, support housing finance and affordable housing, and support a stable
and liquid mortgage market. Consistent with this mission, the Finance Agency establishes policies
and regulations covering the operations of the FHLBanks. The HER Act provided that all
regulations, orders, directives and determinations issued by the Finance Board prior to enactment
of the HER Act immediately transferred to the Finance Agency and remain in force unless modified,
terminated, or set aside by the Director of the Finance Agency.
The Banks debt and equity securities are exempt from registration under the Securities Act of 1933
and are exempted securities under the Securities Exchange Act of 1934 (the Exchange Act). On
June 23, 2004, the Finance Board adopted a rule requiring each FHLBank to voluntarily register a
class of its equity securities with the Securities and Exchange Commission (SEC) under Section
12(g) of the Exchange Act. The Banks registration with the SEC became effective on April 17,
2006. As a registrant, the Bank is subject to the periodic disclosure regime as administered and
interpreted by the SEC. Materials that the Bank files with the SEC may be read and copied at the
SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site (http://www.sec.gov) that contains reports and other information filed
with the SEC. Reports and other information that the Bank files with the SEC are also available
free of charge through the Banks website at www.fhlb.com. To access these reports and other
information through the Banks website, click on About FHLB Dallas, then Financial Reports and
then SEC Filings.
Membership
The Banks members are financial institutions with their principal place of business in the Ninth
Federal Home Loan Bank District, which includes Arkansas, Louisiana, Mississippi, New Mexico and
Texas. The following table summarizes the Banks membership, by type of institution, as of
December 31, 2010, 2009 and 2008.
MEMBERSHIP SUMMARY
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December 31, |
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2010 |
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2009 |
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2008 |
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Commercial banks |
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741 |
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753 |
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759 |
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Thrifts |
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83 |
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85 |
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85 |
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Credit unions |
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73 |
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65 |
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60 |
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Insurance companies |
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21 |
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20 |
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19 |
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Total members |
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918 |
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923 |
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923 |
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Housing associates |
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8 |
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8 |
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8 |
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Non-member borrowers |
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12 |
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12 |
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13 |
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Total |
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938 |
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943 |
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944 |
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Community Financial Institutions (CFIs) (1) |
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768 |
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788 |
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796 |
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(1) |
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The figures presented above reflect the number of members that were CFIs as
of December 31, 2010, 2009 and 2008 based upon the definitions of CFIs that applied as
of those dates.
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As of December 31, 2010, approximately 83 percent of the Banks members were CFIs, which are
defined by the HER Act to include all institutions insured by the Federal Deposit Insurance
Corporation (FDIC) with average total assets over the three-year period preceding measurement of
less than $1.0 billion, as adjusted annually for inflation. Prior to enactment of the HER Act on
July 30, 2008, CFIs were defined by the Gramm-Leach-Bliley Act of 1999 (the GLB Act) to include
all FDIC-insured institutions with average total assets over the three prior years of less than
$500 million, as adjusted annually for inflation since 1999. For 2010, CFIs were FDIC-insured
institutions with average total assets as of December 31, 2009, 2008 and 2007 of less than $1.029
billion. For 2009, CFIs were FDIC-insured institutions with average total assets as of December
31, 2008, 2007 and 2006 of less than $1.011 billion. For the period from January 1, 2008 through
July 29, 2008, CFIs were FDIC-insured institutions with average total assets as of December 31,
2007, 2006 and 2005 of less than $625 million. For the period from July 30, 2008 through December
31, 2008, CFIs were FDIC-insured institutions with average total assets as of December 31, 2007,
2006 and 2005 of less than $1.0 billion. For 2011, CFIs are FDIC-insured institutions with average
total assets as of December 31, 2010, 2009 and 2008 of less than $1.040 billion.
As of December 31, 2010, 2009 and 2008, approximately 58.3 percent, 63.5 percent and 67.9 percent,
respectively, of the Banks members had outstanding advances from the Bank. These usage rates are
calculated excluding housing associates and non-member borrowers. While eligible to borrow,
housing associates are not members of the Bank and, as such, are not required to hold capital
stock. Non-member borrowers consist of institutions that have acquired former members and assumed
the advances held by those former members and former members who have withdrawn from membership but
that continue to have advances or other extensions of credit outstanding. Non-member borrowers are
required to hold capital stock to support outstanding advances until the time when those advances
have been repaid. The Bank may elect to repurchase excess stock of non-members before the
applicable stock redemption period has expired. During the period that their obligations remain
outstanding, non-member borrowers may not request new extensions of credit, nor are they permitted
to extend or renew the assumed advances.
The Banks membership includes the majority of institutions in its district that are eligible to
become members. Eligible non-members are primarily smaller institutions that have thus far elected
not to join the Bank. For this reason, the Bank does not currently anticipate that a substantial
number of additional institutions will become members. Institutions can, and sometimes do,
relocate their charters from one FHLBank district to another FHLBank district. In February 2008,
Comerica Bank, which had recently relocated its charter to the Ninth District, became a member of
the Bank. As of December 31, 2010 and 2009, Comerica Bank had outstanding advances of $2.5 billion
and $6.0 billion, respectively, and was the Banks second largest borrower and shareholder at both
of those dates.
As a cooperative, the Bank is managed with the primary objectives of enhancing the value of
membership for member institutions and fulfilling its public purpose. The value of membership
includes access to readily available credit and other services from the Bank, the value of the cost
differential between Bank advances and other potential sources of funds, and the dividends paid on
members investment in the Banks capital stock.
Business Segments
The Bank manages its operations as one business segment. Management and the Banks Board of
Directors review enterprise-wide financial information in order to make operating decisions and
assess performance. All of the Banks revenues are derived from U.S. operations.
3
Interest Income
The Banks interest income is derived primarily from advances and investment activities. Each of
these revenue sources is more fully described below. During the years ended December 31, 2010,
2009 and 2008, interest income derived from each of these sources (expressed as a percentage of the
Banks total interest income) was as follows:
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Year Ended December 31, |
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2010 |
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2009 |
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2008 |
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Advances (including prepayment fees) |
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67.9 |
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79.4 |
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79.2 |
% |
Investments |
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29.3 |
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18.6 |
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19.8 |
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Mortgage loans held for portfolio
and other |
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2.8 |
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2.0 |
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1.0 |
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Total |
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100.0 |
% |
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100.0 |
% |
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100.0 |
% |
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Total interest income (in thousands) |
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$ |
479,909 |
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$ |
837,464 |
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$ |
2,294,736 |
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Substantially all of the Banks interest income from advances is derived from financial
institutions domiciled in the Banks five-state district.
Products and Services
Advances. The Banks primary function is to provide its members with a reliable source of
secured credit in the form of loans known as advances. The Bank offers advances to its members
with a wide variety of terms designed to meet members business and risk management needs.
Standard offerings include the following types of advances:
Fixed rate, fixed term advances. The Bank offers fixed rate, fixed term advances with
maturities ranging from overnight to 20 years, and with maturities as long as 30 years for
Community Investment advances. Interest is generally paid monthly and principal repaid at maturity
for fixed rate, fixed term advances.
Fixed rate, amortizing advances. The Bank offers fixed rate advances with a variety of
final maturities and fixed amortization schedules. Standard advances offerings include fully
amortizing advances with final maturities of 5, 7, 10, 15 or 20 years, and advances with
amortization schedules based on those maturities but with shorter final maturities accompanied by
balloon payments of the remaining outstanding principal balance. Borrowers may also request
alternative amortization schedules and maturities. Interest is generally paid monthly and
principal is repaid in accordance with the specified amortization schedule. Although these
advances have fixed amortization schedules, borrowers may elect to pay a higher interest rate and
have an option to prepay the advance without a fee after a specified lockout period (typically five
years). Otherwise, early repayments are subject to the Banks standard prepayment fees.
Floating rate advances. The Bank offers term floating rate advances with maturities
between one and ten years. Floating rate advances are typically indexed to either one-month LIBOR
or three-month LIBOR, and are priced at a constant spread to the relevant index. In addition to
longer term floating rate advances, the Bank offers short term floating rate advances (maturities
of 30 days or less) indexed to the daily federal funds rate. Floating rate advances may also
include embedded features such as caps, floors, provisions for the conversion of the advances to a
fixed rate, or non-LIBOR indices.
Putable advances. The Bank also makes advances that include a put feature that allows the
Bank to terminate the advance at specified points in time. If the Bank exercises its option to
terminate the putable advance, the Bank offers replacement funding to the member for a period
selected by the member up to the remaining term to maturity of the putable advance, provided the
Bank determines that the member is able to satisfy the normal credit and collateral requirements of
the Bank for the replacement funding requested.
4
The Bank manages the interest rate and option risk of advances through the use of a variety of debt
and derivative instruments. Members are required by statute and regulation to use the proceeds of
advances with an original term to maturity of greater than five years to purchase or fund new or
existing residential housing finance assets which, for CFIs, are defined by statute and regulation
to include small business, small farm and small agribusiness loans, loans for community development
activities (subject to the Finance Agencys requirements as described below) and securities
representing a whole interest in such loans. Community Investment Cash Advances (described below)
are exempt from these requirements.
The Bank prices its credit products with the objective of providing benefits of membership that are
greatest for those members that use the Banks products most actively, while maintaining sufficient
profitability to pay dividends at a rate that makes members financially indifferent to holding the
Banks capital stock and that will allow the Bank to increase its retained earnings over time.
Generally, that set of objectives results in small mark-ups over the Banks cost of funds for its
advances and dividends on capital stock at rates that have for the last several years been at or
slightly above either the periodic average effective federal funds rate or the upper end of the
Federal Reserves target for the federal funds rate. In keeping with its cooperative philosophy,
the Bank provides equal pricing for advances to all members regardless of asset or transaction
size, charter type, or geographic location.
The Bank is required by the FHLB Act to obtain collateral that is sufficient, in the judgment of
the Bank, to fully secure advances and other extensions of credit. The Bank has not suffered any
credit losses on advances in its 78-year history. In accordance with the Banks capital plan,
members and former members must hold Class B capital stock in proportion to their outstanding
advances. Pursuant to the FHLB Act, the Bank has a lien upon and holds the Banks Class B capital
stock owned by each of its shareholders as additional collateral for all of the respective
shareholders obligations to the Bank.
In order to comply with the requirement to fully secure advances and other extensions of credit,
the Bank and each of its members/borrowers execute a written security agreement that establishes
the Banks security interest in a variety of the members/borrowers assets. The Bank, pursuant to
the FHLB Act and Finance Agency regulations, originates, renews, or extends advances only if it has
obtained and is maintaining a security interest in sufficient eligible collateral at the time such
advance is made, renewed, or extended. Eligible collateral includes whole first mortgages on
improved residential real property or securities representing a whole interest in such mortgages;
securities issued, insured, or guaranteed by the United States Government or any of its agencies,
including mortgage-backed and other debt securities issued or guaranteed by the Federal National
Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), or
the Government National Mortgage Association; term deposits in the Bank; and other real
estate-related collateral acceptable to the Bank, provided that such collateral has a readily
ascertainable value and the Bank can perfect a security interest in such property.
In the case of CFIs, the Bank may also accept as eligible collateral secured small business, small
farm, and small agribusiness loans, secured loans for community development activities, and
securities representing a whole interest in such loans, provided the collateral has a readily
ascertainable value and the Bank can perfect a security interest in such collateral. The HER Act
added secured loans for community development activities as a new type of eligible collateral for
CFIs. To the extent secured loans for community development activities represent a new class of
collateral that the Bank has not previously accepted, the Bank is required to seek the Finance
Agencys approval prior to accepting that collateral. At December 31, 2010 and 2009, total CFI
obligations secured by these types of collateral, including commercial real estate, totaled
approximately $2.3 billion and $3.8 billion, respectively, which represented approximately 7.9
percent and 7.3 percent, respectively, of the total advances and letters of credit outstanding as
of those dates.
Except as set forth in the next sentence, the FHLB Act affords any security interest granted to the
Bank by any member/borrower of the Bank, or any affiliate of any such member/borrower, priority
over the claims and rights of any party, including any receiver, conservator, trustee, or similar
party having rights of a lien creditor. The Banks security interest is not entitled to priority
over the claims and rights of a party that (i) would be entitled to priority under otherwise
applicable law or (ii) is an actual bona fide purchaser for value or is a secured party who has a
perfected security interest in such collateral in accordance with applicable law (e.g., a prior
perfected security interest under the Uniform Commercial Code or other applicable law). For
example, as discussed further below, the Bank usually perfects its security interest in collateral
by filing a Uniform Commercial Code financing statement
5
against the borrower. If another secured party perfected its security interest in that same
collateral by taking possession of the collateral, rather than or in addition to filing a Uniform
Commercial Code financing statement against the borrower, then that secured partys security
interest that was perfected by possession may be entitled to priority over the Banks security
interest that was perfected by filing a Uniform Commercial Code financing statement.
From time to time, the Bank agrees to subordinate its security interest in certain assets or
categories of assets granted by a member/borrower of the Bank to the security interest of another
creditor (typically, a Federal Reserve Bank or another FHLBank). If the Bank agrees to subordinate
its security interest in certain assets or categories of assets granted by a member/borrower of the
Bank to the security interest of another creditor, the Bank will not extend credit against those
assets or categories of assets.
As stated above, each member/borrower of the Bank executes a security agreement pursuant to which
such member/borrower grants a security interest in favor of the Bank in certain assets of such
member/borrower. The assets in which a member grants a security interest fall into one of two
general structures. In the first structure, the member grants a security interest in all of its
assets that are included in the eligible collateral categories, as described above, which the Bank
refers to as a blanket lien. If a member has an investment grade credit rating from an NRSRO,
the member may request that its blanket lien be modified, such that the member grants in favor of
the Bank a security interest limited to certain of the eligible collateral categories (i.e., whole
first residential mortgages, securities, term deposits in the Bank and other real estate-related
collateral). In the second structure, the member grants a security interest in specifically
identified assets rather than in the broad categories of eligible collateral covered by the blanket
lien and the Bank identifies such members as being on specific collateral only status.
The basis upon which the Bank will lend to a member that has granted the Bank a blanket lien
depends on numerous factors, including, among others, that members financial condition and general
creditworthiness. Generally, and subject to certain limitations, a member that has granted the
Bank a blanket lien may borrow up to a specified percentage of the value of eligible collateral
categories, as determined from such members financial reports filed with its federal regulator,
without specifically identifying each item of collateral or delivering the collateral to the Bank.
Under certain circumstances, including, among others, a deterioration of a members financial
condition or general creditworthiness, the amount a member may borrow is determined on the basis of
only that portion of the collateral subject to the blanket lien that such member delivers to the
Bank. Under these circumstances, the Bank places the member on custody status. In addition,
members on blanket lien status may choose to deliver some or all of the collateral to the Bank.
The members/borrowers that are granted specific collateral only status by the Bank are generally
either insurance companies or members/borrowers with an investment grade credit rating from an
NRSRO that have requested this type of structure. Insurance companies are permitted to borrow only
against the eligible collateral that is delivered to the Bank, and insurance companies generally
grant a security interest only in collateral they have delivered. Members/borrowers with an
investment grade credit rating from an NRSRO may grant a security interest in, and would be
permitted to borrow only against, delivered eligible securities and specifically identified,
eligible first-lien mortgage loans. Such loans must be delivered to the Bank or a third-party
custodian approved by the Bank, or the Bank and such member/borrower must otherwise take actions
that ensure the priority of the Banks security interest in such loans. Investment grade rated
members/borrowers that choose this option are subject to fewer provisions that allow the Bank to
demand additional collateral or exercise other remedies based on the Banks discretion.
As of December 31, 2010, 682 of the Banks borrowers/potential borrowers with a total of $16.1
billion in outstanding advances were on blanket lien status, 19 borrowers/potential borrowers with
$4.4 billion in outstanding advances were on specific collateral only status and 236
borrowers/potential borrowers with $4.6 billion in outstanding advances were on custody status.
The Bank perfects its security interests in borrowers collateral in a number of ways. The Bank
usually perfects its security interest in collateral by filing a Uniform Commercial Code financing
statement against the borrower. In the case of certain borrowers, the Bank perfects its security
interest by taking possession or control of the collateral, which may be in addition to the filing
of a financing statement. In these cases, the Bank also generally takes assignments of most of the
mortgages and deeds of trust that are designated as collateral. Instead of requiring delivery of
the collateral to the Bank, the Bank may allow certain borrowers to deliver specific collateral to
a third-
6
party custodian approved by the Bank or otherwise take actions that ensure the priority of the
Banks security interest in such collateral.
On at least a quarterly basis, the Bank obtains updated information relating to collateral pledged
to the Bank by members on blanket lien status. This information is either obtained directly from
the borrower or accessed by the Bank from appropriate regulatory filings. On a monthly basis or as
otherwise requested by the Bank, members on custody status and members on specific collateral only
status must update information relating to collateral pledged to the Bank. Bank personnel regularly
verify the existence and eligibility of collateral securing advances to members on blanket lien
status and members on specific collateral only status with respect to any collateral not delivered
to the Bank. The frequency and the extent of these collateral verifications depend on the average
amount by which a members outstanding obligations to the Bank during the year exceed the
collateral value of its securities, loans and term deposits held by the Bank. Collateral
verifications are not required for members that have had no, or only a de minimis amount of,
outstanding obligations to the Bank secured by a blanket lien during the prior calendar year, are
on custody status, or are on blanket lien status but at all times have delivered to the Bank
eligible loans, securities and term deposits with a collateral value in excess of the members
advances and other extensions of credit.
Finance Agency regulations require the Bank to establish a formula for and to charge a prepayment
fee on an advance that is repaid prior to maturity in an amount sufficient to make the Bank
financially indifferent to the borrowers decision to repay the advance prior to its scheduled
maturity date. Currently, these fees are generally calculated as the present value of the
difference (if positive) between the interest rate on the prepaid advance and the then-current
market yield for a U.S. agency security for the remaining term to maturity of the repaid advance.
As of December 31, 2010, the Banks outstanding advances (at par value) totaled $25.1 billion. As
of that date, advances outstanding to the Banks five largest borrowers represented 37.8 percent of
the Banks total outstanding advances. Advances to the Banks two largest borrowers represented
26.0 percent of the Banks total outstanding advances. Individually, advances to the Banks two
largest borrowers represented 16.0 percent (Wells Fargo Bank South Central, National Association)
and 10.0 percent (Comerica Bank) of the total advances outstanding as of December 31, 2010. For
additional information regarding the composition and concentration of the Banks advances, see Item
7 Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition Advances.
Community Investment Cash Advances. The Bank also offers a Community Investment Cash
Advances (CICA) program as authorized by Finance Agency regulations. Advances made under the
CICA program benefit low- to moderate-income households by providing funds for housing or economic
development projects. CICA advances are made at rates below the rates the Bank charges on standard
advances. The Bank currently prices CICA advances at interest rates that are approximately 3 to 5
basis points above the Banks matched maturity cost of funds. CICA advances are provided separately
from and do not count toward the Banks statutory obligations under the Affordable Housing Program,
through which the Bank provides grants to support projects that benefit low-income households (see
the Affordable Housing Program section below). As of December 31, 2010, advances outstanding
under the CICA program totaled approximately $675 million, representing approximately 2.7 percent
of the Banks total advances outstanding as of that date.
Letters of Credit. The Banks credit services also include letters of credit issued or
confirmed on behalf of members to facilitate business transactions with third parties that support
residential housing finance, community lending, or asset/liability management or to provide
liquidity to members. Letters of credit are also issued on behalf of members to secure the
deposits of public entities that are held by such members. Letters of credit that facilitate
projects under the Banks CICA program are available to members at a lower cost than the Banks
standard letters of credit. All letters of credit must be fully collateralized as though they were
funded advances. At both December 31, 2010 and 2009, outstanding letters of credit totaled $4.6
billion, of which $1.0 billion had been issued or confirmed under the Banks CICA program. During
the years ended December 31, 2010, 2009 and 2008, letter of credit fees earned by the Bank totaled
approximately $5.8 million, $6.1 million and $6.0 million, respectively.
7
Affordable Housing Program (AHP). The Bank offers an AHP as required by the FHLB Act and
in accordance with Finance Agency regulations. The Bank sets aside 10 percent of each years
earnings (as adjusted for interest expense on mandatorily redeemable capital stock) for its AHP,
which provides grants for projects that facilitate development of rental and owner-occupied housing
for low-income households. The calculation of the amount to be set aside is further discussed
below in the section entitled REFCORP and AHP Assessments. Prior to 2010, the Bank conducted two
competitive application processes each year to allocate the AHP funds set aside from the prior
years earnings; beginning in 2010, the Bank conducts one competitive application process each
year. Applications submitted by Bank members and their community partners during these funding
rounds are scored in accordance with Finance Agency regulations and the Banks AHP Implementation
Plan. The highest scoring proposals are approved to receive funds, which are disbursed upon
receipt of documentation that the projects are progressing as specified in the original
applications or in approved modifications thereto.
Correspondent Banking and Collateral Services. The Bank provides its members with a
variety of correspondent banking and collateral services. These services include overnight and
term deposit accounts, wire transfer services, reserve pass-through and settlement services (which
were discontinued on December 31, 2010), securities safekeeping, and securities pledging services.
In the aggregate, correspondent banking and collateral services generated fee income for the Bank
of $2.8 million, $3.1 million and $3.5 million during the years ended December 31, 2010, 2009 and
2008, respectively.
SecureConnect. The Bank provides secure on-line access to many of its products, services
and reports through SecureConnect, a proprietary secure on-line product delivery system. A
substantial portion of the Banks advances and wire transfers are initiated by members through
SecureConnect. In addition, a large proportion of account statements and other reports are made
available through SecureConnect. Further, members may manage securities held in safekeeping by the
Bank and participate in auctions for Bank advances and deposits through SecureConnect.
AssetConnection®. The Bank has an electronic communications system, known as
AssetConnection®, that was developed to facilitate the transfer of financial and other assets among
member institutions. AssetConnection is a registered trademark of the Bank. Types of assets
that may be transferred include mortgage and other secured loans or loan participations. The
purpose of this system is to enhance the liquidity of mortgage loans and other assets by providing
a mechanism to balance the needs of those member institutions with excess loan capacity and those
with more asset demand than capacity.
AssetConnection is a listing service that allows member institutions to list assets available for
sale or interests in assets to purchase. In this form, the Bank does not take a position in any of
the assets listed, nor does the Bank offer any form of endorsement or guarantee related to the
assets being listed. All transactions must be negotiated and consummated between principals. To
date, a limited number of assets have been listed for sale through AssetConnection and several
members have accessed the system in search of assets to purchase. If members ultimately find the
services available through AssetConnection to be of value to their institutions, it could provide
an additional source of fee income for the Bank.
Interest Rate Swaps, Caps and Floors. In July 2008, the Bank began offering interest rate
swaps, caps and floors to its member institutions. In these transactions, the Bank acts as an
intermediary for its members by entering into an interest rate exchange agreement with a member and
then entering into an offsetting interest rate exchange agreement with one of the Banks approved
derivative counterparties. In order to be eligible, a member must have executed a master swap
agreement with the Bank. The Bank requires the member to post eligible collateral in an amount
equal to the sum of the net market value of the members derivative transactions with the Bank (if
the value is positive to the Bank) plus a percentage of the notional amount of any interest rate
swaps, with market values determined on at least a monthly basis. At December 31, 2010 and 2009,
the total notional amount of interest rate exchange agreements with members totaled $22.1 million
and $12.1 million, respectively.
Standby Bond Purchase Agreements. In October 2009, the Bank received approval from
the Finance Agency to begin offering standby bond purchase services to state housing finance
agencies within its district. In these transactions, in order to enhance the liquidity of bonds
issued by a state housing finance agency, the Bank, for a fee, agrees to stand ready to purchase,
in certain circumstances specified in the standby agreement, a housing authoritys bonds that the
remarketing agent for the bonds is unable to sell. The specific terms for any bonds purchased by
the Bank would be specified in the standby bond purchase agreement entered into by the Bank and the
state housing
8
finance agency. The Bank would reserve the right to sell any bonds it purchased at any time,
subject to any conditions the Bank might agree to in the standby bond purchase agreement. To date,
the Bank has not entered into any standby bond purchase agreements.
Investment Activities
The Bank maintains a portfolio of investments to enhance interest income and meet liquidity needs,
including, as discussed in Item 7 Managements Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, certain regulatory liquidity
requirements. To ensure the availability of funds to meet members credit needs, the Banks
operating needs, and its other general and regulatory liquidity requirements, the Bank maintains a
portfolio of short-term, unsecured investments issued by highly rated institutions, including
overnight federal funds and, on occasion, short-term commercial paper and/or U.S. Treasury Bills.
At December 31, 2010, the Banks short-term investments were comprised of $3.8 billion of overnight
federal funds sold to domestic bank counterparties and $1.6 billion of non-interest bearing excess
cash balances held at the Federal Reserve Bank of Dallas.
To enhance interest income, the Bank maintains a long-term investment portfolio, which currently
includes mortgage-backed securities (MBS) issued by United States government agencies or
government-sponsored enterprises (e.g., Fannie Mae and Freddie Mac), non-agency (i.e., private
label) residential MBS, and non-MBS investments guaranteed by the United States government. The
interest rate and prepayment risk inherent in the MBS is managed though a variety of debt and
interest rate derivative instruments. As of December 31, 2010 and 2009, the composition of the
Banks long-term investment portfolio was as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
Amortized |
|
|
|
|
|
|
Amortized |
|
|
|
|
|
|
Cost |
|
|
Percentage |
|
|
Cost |
|
|
Percentage |
|
Government-sponsored enterprise MBS |
|
$ |
8,097 |
|
|
|
94.6 |
% |
|
$ |
10,838 |
|
|
|
94.3 |
% |
Non-agency residential MBS |
|
|
391 |
|
|
|
4.6 |
|
|
|
511 |
|
|
|
4.5 |
|
Non-agency commercial MBS |
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
0.5 |
|
Other |
|
|
72 |
|
|
|
0.8 |
|
|
|
86 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,560 |
|
|
|
100.0 |
% |
|
$ |
11,491 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Banks non-agency residential MBS (RMBS) are collateralized by whole mortgage loans that
generally do not conform to government-sponsored agency pooling requirements. The Banks
non-agency RMBS investments are all self-insured by a senior/subordinate structure in which the
subordinate classes of securities provide credit support for the most senior class of securities,
an interest in which is owned by the Bank. Losses in the underlying loan pool would generally have
to exceed the credit support provided by the subordinate classes of securities before the most
senior class of securities would experience any credit losses. If the Banks cash flow analyses
indicate that it is likely to incur a credit loss on a security, the Bank records an
other-than-temporary impairment loss in the period in which the expected credit loss is identified.
For discussion of the accounting for other-than-temporary impairments of debt securities, see Note
1 to the Banks audited financial statements included in this report.
In addition to purchasing securities that were structured to provide the type of credit enhancement
discussed above, the Bank further attempted to reduce the credit risk of its non-agency RMBS by
purchasing securities with other risk-reducing attributes. For instance, the Bank purchased RMBS
backed by loan pools that featured a high percentage of relatively small loans, a high percentage
of owner-occupied properties, and relatively low loan-to-value ratios. None of the Banks
investments in RMBS are insured by third party bond insurers. The risk of future credit losses is
also mitigated to some extent by the seasoning of the loans underlying the Banks non-agency RMBS.
Except for a single security issued in 2006, all of the Banks RMBS were issued in 2005 or before.
Despite the deterioration in the residential real estate markets, these risk mitigation strategies
have to date helped limit the
9
amount of credit losses associated with the Banks non-agency RMBS holdings. For further discussion
and analysis of the Banks non-agency RMBS, see Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations Financial Condition Long-Term Investments.
Prior to June 30, 2008, the Bank was precluded from purchasing additional MBS if such purchase
would cause the aggregate book value of its MBS holdings to exceed 300 percent of the Banks total
regulatory capital as of the prior month end. On March 24, 2008, the Board of Directors of the
Finance Board authorized each FHLBank to temporarily invest up to an additional 300 percent of its
total capital in agency mortgage securities. The authorization required, among other things, that
a FHLBank notify the Finance Board (now Finance Agency) prior to its first acquisition under the
expanded authority and include in its notification a description of the risk management practices
underlying its purchases. The expanded authority was limited to MBS issued by, or backed by pools
of mortgages guaranteed by, Fannie Mae or Freddie Mac, including collateralized mortgage
obligations (CMOs) or real estate mortgage investment conduits backed by such MBS. The mortgage
loans underlying any securities that were purchased under this expanded authority must have been
originated after January 1, 2008, and underwritten to conform to standards imposed by the federal
banking agencies in the Interagency Guidance on Nontraditional Mortgage Product Risks dated October
4, 2006, and the Statement on Subprime Mortgage Lending dated July 10, 2007.
On April 23, 2008, the Banks Board of Directors authorized an increase in the Banks MBS
investment authority of 100 percent of its total regulatory capital. In accordance with the
provisions of the resolution and Advisory Bulletin 2008-AB-01, Temporary Increase in
Mortgage-Backed Securities Investment Authority dated April 3, 2008 (AB 2008-01), the Bank
notified the Finance Boards Office of Supervision on April 29, 2008 of its intent to exercise the
new investment authority in an amount up to an additional 100 percent of capital. On June 30,
2008, the Office of Supervision approved the Banks submission, thereby raising the Banks MBS
investment authority from 300 percent to 400 percent of its total regulatory capital.
The Banks expanded investment authority granted by this authorization expired on March 31, 2010.
Accordingly, the Bank may no longer purchase additional mortgage securities if such purchases would
cause the aggregate book value of its MBS holdings to exceed an amount equal to 300 percent of its
total regulatory capital.
In addition, Finance Agency policy and regulations limit non-MBS obligations of any single
government-sponsored agency to 100 percent of the Banks total capital as of the prior month end at
the time new investments are made.
In accordance with Finance Agency policy and regulations, total capital for purposes of determining
the Banks MBS and non-MBS investment limitations excludes accumulated other comprehensive income
(loss) and includes all amounts paid in for the Banks capital stock regardless of accounting
classification (see Item 7 Managements Discussion and Analysis of Financial Condition and
Results of Operations). The Bank is not required to sell or otherwise reduce any investments that
exceed these regulatory limits due to reductions in capital or changes in value after the
investments are made, but it is precluded from making additional investments that exceed these
limits.
The Bank has historically attempted to maintain its investments in MBS close to the regulatory
dollar limit. While the Finance Agency has established limits with respect to the types and
structural characteristics of the FHLBanks MBS investments, the Bank has generally adhered to a
more conservative set of guidelines. The Bank uses interest rate derivatives to manage the risks
associated with the options embedded in the MBS that it acquires.
Finance Agency regulations include a variety of restrictions and limitations on the FHLBanks
investment activities, including limits on the types, amounts, and maturities of unsecured
investments in private issuers. Finance Agency rules and regulations also prohibit the Bank from
investing in certain types of securities, including:
|
|
|
instruments, such as common stock, that represent an ownership interest in an entity,
other than stock in small business investment companies, or certain investments targeted to
low-income persons or communities; |
|
|
|
|
instruments issued by non-United States entities, other than those issued by United
States branches and agency offices of foreign commercial banks; |
10
|
|
|
non-investment grade debt instruments, other than certain investments targeted to
low-income persons or communities and instruments that were downgraded after purchase by
the Bank; |
|
|
|
|
whole mortgages or other whole loans, other than 1) those acquired by the Bank through a
duly authorized Acquired Member Assets program such as the Mortgage Partnership Finance®
Program; 2) certain investments targeted to low-income persons or communities; 3) certain
marketable direct obligations of state, local, or tribal government units or agencies,
having at least the second highest credit rating from an NRSRO; 4) MBS or asset-backed
securities backed by manufactured housing loans or home equity loans; and 5) certain
foreign housing loans authorized under Section 12(b) of the FHLB Act; |
|
|
|
|
non-U.S. dollar denominated securities; |
|
|
|
|
interest-only or principal-only stripped MBS; |
|
|
|
|
residual-interest or interest-accrual classes of CMOs and real estate mortgage
investment conduits; and |
|
|
|
|
fixed rate MBS or floating rate MBS that, on trade date, are at rates equal to their
contractual cap and that have average lives that vary by more than 6 years under an assumed
instantaneous interest rate change of 300 basis points. |
On July 23, 2010, the Banks Board of Directors approved an amendment to the Banks Risk Management
Policy that removed the Banks authority to purchase non-agency MBS. With the exception of one
security acquired in October 2006, the Bank has not acquired any non-agency MBS since 2005.
Acquired Member Assets (AMA)
Through July 31, 2008, the Bank offered its members the ability to participate in the Mortgage
Partnership Finance® (MPF®) Program developed and managed by the Federal Home Loan Bank of Chicago
(the FHLBank of Chicago). Mortgage Partnership Finance and MPF are registered trademarks of
the FHLBank of Chicago. Under the MPF Program, one or more FHLBanks acquired fixed rate,
conforming mortgage loans originated by their member institutions that participated in the MPF
Program (Participating Financial Institutions or PFIs). As further described below, PFIs are
paid a fee by the purchasing FHLBank for assuming a portion of the credit risk of the mortgages
delivered to the FHLBank, while the FHLBank assumes the interest rate risk of holding the mortgages
in its portfolio as well as a portion of the credit risk. PFIs delivered loans pursuant to the
terms of master commitment agreements (MCs) entered into by the FHLBank and the PFI and
acknowledged and approved by the FHLBank of Chicago. Under the terms of the MCs, a PFI could
either deliver loans that the PFI had already closed in its own name and transferred to the FHLBank
or, as agent for the FHLBank, close loans directly in the name of the FHLBank (collectively,
Program Loans). Program Loans are owned directly by the FHLBank and are not held through a trust
or any other conduit entity. Title to Program Loans is in the name of the purchasing FHLBank,
subject to the participation interests in such loans that the FHLBank may have sold to the FHLBank
of Chicago.
From 1998 to mid-2003, the Bank generally retained an interest in the Program Loans it acquired
from its PFIs under the MPF Program pursuant to the terms of an investment and services agreement
between the FHLBank of Chicago and the Bank. Under this agreement, the Bank retained title to the
Program Loans, subject to any participation interest in such loans that was sold to the FHLBank of
Chicago. The FHLBank of Chicagos participation interest in Program Loans reduced the Banks
beneficial interest in such loans. The Banks purchase of Program Loans from PFIs and its sale of
participation interests to the FHLBank of Chicago occurred simultaneously and at the same price.
The interest in the Program Loans retained by the Bank during this period ranged from a low of 1
percent to a maximum of 49 percent. During the period from 1998 to 2000, the Bank also acquired
from the FHLBank of Chicago a percentage interest (ranging up to 75 percent) in certain MPF loans
originated by PFIs of other FHLBanks.
On December 5, 2002, the Bank and the FHLBank of Chicago entered into a new investment and services
agreement with respect to Program Loans delivered under MCs entered into on or after December 5,
2002. The new agreement provided that the FHLBank of Chicago would assume all rights and
obligations of the Bank under each
11
MC with the Banks PFIs and would acquire directly from such PFIs the Program Loans. The Bank had
no obligation to its PFIs to purchase Program Loans or perform any other obligation under an MC
that had been assumed by the FHLBank of Chicago. Under such MCs, the FHLBank of Chicago purchased
Program Loans directly from the Banks PFIs. Under the new agreement, the FHLBank of Chicago was
obligated to pay to the Bank a participation fee equal to a percentage of the dollar volume of
Program Loans delivered by the Banks PFIs. Pursuant to an amendment to the original agreement
entered into on June 23, 2003, the Bank and the FHLBank of Chicago agreed to extend the terms of
the new agreement to Program Loans delivered pursuant to MCs entered into prior to December 5,
2002.
On April 23, 2008, the FHLBank of Chicago announced that it would no longer enter into new MCs or
renew existing MCs to purchase mortgage loans from FHLBank members under the MPF
Program. In its announcement, the FHLBank of Chicago indicated that it would acquire loans
through July 31, 2008 and, as a result, it would only enter into new delivery commitments under
existing MCs that funded no later than that date. In addition, the FHLBank of Chicago indicated
that it would continue to provide programmatic and operational support for loans already purchased
through the program. As a result of this action and the Banks decision not to acquire any of the
mortgage loans that would have been delivered to the FHLBank of Chicago under the terms of its
previous arrangement, the Bank expects the balance of its mortgage loan portfolio to continue to
decline as a result of principal amortization and loan payoffs. In addition, after July 31, 2008,
the Bank no longer receives participation fees from the FHLBank of Chicago.
For those loans in which the Bank has a retained interest, the Bank and the PFIs share in the
credit risk of the retained portion of such loans with the Bank assuming the first loss obligation
limited by the First Loss Account (FLA), and the PFIs assuming credit losses in excess of the
FLA, up to the amount of the credit enhancement obligation as specified in the master agreement
(Second Loss Credit Enhancement). The Bank assumes all losses in excess of the Second Loss Credit
Enhancement.
The PFIs credit enhancement obligation (CE Amount) arises under its PFI Agreement while the
amount and nature of the obligation are determined with respect to each master commitment. Under
the Finance Agencys Acquired Member Asset regulation (12 C.F.R. part 955) (AMA Regulation), the
PFI must bear the economic consequences of certain credit losses with respect to a master
commitment based upon the MPF product and other criteria. Under the MPF program, the PFIs credit
enhancement protection (CEP Amount) may take the form of the CE Amount, which represents the
direct liability to pay credit losses incurred with respect to that master commitment, or may
require the PFI to obtain and pay for a supplemental mortgage insurance (SMI) policy insuring the
Bank for a portion of the credit losses arising from the master commitment, and/or the PFI may
contract for a contingent performance-based credit enhancement fee whereby such fees are reduced by
losses up to a certain amount arising under the master commitment. Under the AMA Regulation, any
portion of the CE Amount that is a PFIs direct liability must be collateralized by the PFI in the
same way that advances are collateralized. The PFI Agreement provides that the PFIs obligations
under the PFI Agreement are secured along with other obligations of the PFI under its regular
advances agreement with the Bank and, further, that the Bank may request additional collateral to
secure the PFIs obligations. PFIs are paid a credit enhancement fee (CE fee) as an incentive to
minimize credit losses, to share in the risk of loss on MPF loans and to pay for SMI, rather than
paying a guaranty fee to other secondary market purchasers. CE fees are paid monthly and are
determined based on the remaining unpaid principal balance of the MPF loans. The required CE Amount
may vary depending on the MPF product alternatives selected. The Bank also pays performance-based
CE fees that are based on the actual performance of the pool of MPF loans under each individual
master commitment. To the extent that losses in the current month exceed accrued performance-based
CE fees, the remaining losses may be recovered from future performance-based CE fees payable to the
PFI. During the years ended December 31, 2010, 2009 and 2008, the Bank paid CE fees totaling
$127,000, $120,000 and $174,000, respectively. During these same periods, performance-based credit
enhancement fees that were forgone and not paid to the Banks PFIs totaled $30,000, $80,000 and
$85,000, respectively.
In some cases, a portion of the credit support for MPF loans is provided under a primary and/or
supplemental mortgage insurance policy. Given the small amount of its mortgage loans held for
portfolio that are insured by mortgage insurance companies and the historical performance of those
loans, the Bank believes its credit exposure to these insurance companies, both individually and in
the aggregate, was not significant as of December 31, 2010.
12
PFIs must comply with the requirements of the PFI agreement, MPF guides, applicable law and the
terms of mortgage documents. If a PFI fails to comply with any of these requirements, it may be
required to repurchase the MPF loans that are impacted by such failure. The reasons that a PFI
could be required to repurchase an MPF loan include, but are not limited to, the failure of the
loan to meet underwriting standards, the PFIs failure to deliver a qualifying promissory note and
certain other relevant documents to an approved custodian, a servicing breach, fraud or other
misrepresentations by the PFI. In addition, a PFI may, under the terms of the MPF servicing guide,
elect to repurchase any government-guaranteed loan for an amount equal to the loans then current
scheduled principal balance and accrued interest thereon, provided no payment has been made by the
borrower for three consecutive months. This policy allows PFIs to comply with loss mitigation
requirements of the applicable government agency in order to preserve the insurance guaranty
coverage. During the years ended December 31, 2010, 2009 and 2008, the principal amount of mortgage
loans held by the Bank that were repurchased by the Banks PFIs totaled $4.1 million, $1.8 million
and $1.6 million, respectively.
As of December 31, 2010, MPF loans held for portfolio (net of allowance for credit losses) were
$207 million, representing approximately 0.5 percent of the Banks total assets. As of both
December 31, 2009 and 2008, MPF loans held for portfolio (net of allowance for credit losses)
represented approximately 0.4 percent of the Banks total assets. As of December 31, 2010, loans 90
or more days past due that are not government guaranteed/insured approximated 0.6 percent of the
Banks mortgage portfolio, including loans in foreclosure. Loans in foreclosure represented 0.3
percent of the Banks mortgage portfolio.
Funding Sources
General. The principal funding source for the Bank is consolidated obligations issued in
the capital markets through the Office of Finance. Member deposits and the proceeds from the
issuance of capital stock are also funding sources for the Bank. Consolidated obligations consist
of consolidated obligation bonds and consolidated obligation discount notes. Generally, discount
notes are consolidated obligations with maturities of one year or less, and consolidated obligation
bonds have maturities in excess of one year.
The Bank determines its participation in the issuance of consolidated obligations based upon, among
other things, its own funding and operating requirements and the amounts, maturities, rates of
interest and other terms available in the marketplace. The issuance terms for consolidated
obligations are established by the Office of Finance, subject to policies established by its board
of directors and the regulations of the Finance Agency. In addition, the Government Corporation
Control Act provides that, before a government corporation issues and offers obligations to the
public, the U.S. Secretary of the Treasury shall prescribe the form, denomination, maturity,
interest rate, and conditions of the obligations, the way and time issued, and the selling price.
Consolidated obligation bonds generally satisfy long-term funding needs. Typically, the maturities
of these securities range from 1 to 20 years, but their maturities are not subject to any statutory
or regulatory limit. Consolidated obligation bonds can be fixed or variable rate and may be
callable or non-callable.
Consolidated obligation bonds are issued and distributed through negotiated or competitively bid
transactions with approved underwriters or selling group members. The Bank receives 100 percent of
the proceeds of bonds issued through direct negotiation with underwriters of System debt when it is
the sole primary obligor on consolidated obligation bonds. When the Bank and one or more other
FHLBanks jointly agree to the issuance of bonds directly negotiated with underwriters, the Bank
receives the portion of the proceeds of the bonds agreed upon with the other FHLBanks; in those
cases, the Bank is the primary obligor for a pro rata portion of the bonds based on the proceeds it
receives. In these cases, the Bank records on its balance sheet only that portion of the bonds for
which it is the primary obligor. The majority of the Banks consolidated obligation bond issuance
has been conducted through direct negotiation with underwriters of System debt, and a majority of
that issuance has been without participation by the other FHLBanks.
The Bank may also request that specific amounts of specific bonds be offered by the Office of
Finance for sale through competitive auction conducted with underwriters in a bond selling group.
One or more other FHLBanks may also request that amounts of these same bonds be offered for sale
for their benefit through the same auction. The Bank may receive from zero to 100 percent of the
proceeds of the bonds issued through competitive auction depending on the amounts and costs for the
bonds bid by underwriters, the maximum costs the Bank or other
13
FHLBanks, if any, participating in the same issue are willing to pay for the bonds, and Office of
Finance guidelines for allocation of bond proceeds among multiple participating FHLBanks.
Consolidated obligation discount notes are a significant funding source for money market
instruments and for advances with short-term maturities or repricing frequencies of less than one
year. Discount notes are sold at a discount and mature at par, and are offered daily through a
consolidated obligation discount notes selling group and through other authorized underwriters.
On a daily basis, the Bank may request that specific amounts of consolidated obligation discount
notes with specific maturity dates be offered by the Office of Finance at a specific cost for sale
to underwriters in the discount note selling group. One or more other FHLBanks may also request
that amounts of discount notes with the same maturities be offered for sale for their benefit on
the same day. The Office of Finance commits to issue discount notes on behalf of the participating
FHLBanks when underwriters in the selling group submit orders for the specific discount notes
offered for sale. The Bank may receive from zero to 100 percent of the proceeds of the discount
notes issued through this sales process depending on the maximum costs the Bank or other FHLBanks,
if any, participating in the same discount notes are willing to pay for the discount notes, the
amounts of orders for the discount notes submitted by underwriters, and Office of Finance
guidelines for allocation of discount notes proceeds among multiple participating FHLBanks. Under
the Office of Finance guidelines, FHLBanks generally receive funding on a first-come-first-serve
basis subject to threshold limits within each category of discount notes. For overnight discount
notes, sales are allocated to the FHLBanks in lots of $250 million. For all other discount note
maturities, sales are allocated in lots of $50 million. Within each category of discount notes,
the allocation process is repeated until all orders are filled or canceled.
Twice weekly, the Bank may also request that specific amounts of consolidated obligation discount
notes with fixed maturity dates ranging from 4 to 26 weeks be offered by the Office of Finance
through competitive auctions conducted with underwriters in the discount note selling group. One
or more other FHLBanks may also request that amounts of those same discount notes be offered for
sale for their benefit through the same auction. The discount notes offered for sale through
competitive auction are not subject to a limit on the maximum costs the FHLBanks are willing to
pay. The FHLBanks receive funding based on their requests at a weighted average rate of the
winning bids from the dealers. If the bids submitted are less than the total of the FHLBanks
requests, the Bank receives funding based on the ratio of the Banks regulatory capital (defined on
page 88 of this report) relative to the regulatory capital of the other FHLBanks offering discount
notes. The majority of the Banks discount note issuance in maturities of four weeks or longer is
conducted through the auction process. Regardless of the method of issuance, as with consolidated
obligation bonds, the Bank is the primary obligor for the portion of discount notes issued for
which it has received the proceeds.
On occasion, and as an alternative to issuing new debt, the Bank may assume the outstanding
consolidated obligations for which other FHLBanks are the original primary obligors. This occurs
in cases where the original primary obligor may have participated in a large consolidated
obligation issue to an extent that exceeded its immediate funding needs in order to facilitate
better market execution for the issue. The original primary obligor might then warehouse the funds
until they were needed, or make the funds available to other FHLBanks. Transfers may also occur
when the original primary obligors funding needs change, and that FHLBank offers to transfer debt
that is no longer needed to other FHLBanks. Transferred debt is typically fixed rate, fixed term,
non-callable debt, and may be in the form of discount notes or bonds. In connection with these
transactions, the Bank becomes the primary obligor for the transferred debt.
The Bank participates in such transfers of funding from other FHLBanks when the transfer represents
favorable pricing relative to a new issue of consolidated obligations with similar features. The
Bank did not assume any consolidated obligations from other FHLBanks during the years ended
December 31, 2010 or 2009. During the year ended December 31, 2008, the Bank assumed consolidated
obligations from other FHLBanks with an aggregate par amount of $136 million.
In addition, the Bank occasionally transfers debt that it no longer needs to other FHLBanks. The
Bank did not transfer any consolidated obligations to other FHLBanks during the years ended
December 31, 2010 or 2009. During the year ended December 31, 2008, the Bank transferred
consolidated obligations with an aggregate par amount of $465 million to other FHLBanks.
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Joint and Several Liability. Although the Bank is primarily liable only for its portion of
consolidated obligations (i.e., those consolidated obligations issued on its behalf and those that
have been assumed from other FHLBanks), it is also jointly and severally liable with the other
FHLBanks for the payment of principal and interest on all of the consolidated obligations issued by
the FHLBanks. The Finance Agency, in its discretion, may require any FHLBank to make principal or
interest payments due on any consolidated obligation, regardless of whether there has been a
default by a FHLBank having primary liability. To the extent that a FHLBank makes any payment on a
consolidated obligation on behalf of another FHLBank, the paying FHLBank shall be entitled to
reimbursement from the FHLBank with primary liability. The FHLBank with primary liability would
have a corresponding liability to reimburse the FHLBank providing assistance to the extent of such
payment and other associated costs (including interest to be determined by the Finance Agency).
However, if the Finance Agency determines that the primarily liable FHLBank is unable to satisfy
its obligations, then the Finance Agency may allocate the outstanding liability among the remaining
FHLBanks on a pro rata basis in proportion to each FHLBanks participation in all consolidated
obligations outstanding, or on any other basis that the Finance Agency may determine. No FHLBank
has ever failed to make any payment on a consolidated obligation for which it was the primary
obligor; as a result, the regulatory provisions for directing other FHLBanks to make payments on
behalf of another FHLBank or allocating the liability among other FHLBanks have never been invoked.
Consequently, the Bank has no means to determine how the Finance Agency might allocate among the
other FHLBanks the obligations of a FHLBank that is unable to pay consolidated obligations for
which such FHLBank is primarily liable. In the event the Bank is holding a consolidated obligation
as an investment for which the Finance Agency would allocate liability among the FHLBanks, the
Bank might be exposed to a credit loss to the extent of its share of the assigned liability for
that particular consolidated obligation (the Bank did not hold any consolidated obligations of
other FHLBanks as investments at December 31, 2010). If principal or interest on any consolidated
obligation issued by the FHLBank System is not paid in full when due, the Bank may not pay
dividends to, or repurchase shares of stock from, any shareholder of the Bank.
To facilitate the timely funding of principal and interest payments on FHLBank System consolidated
obligations in the event that a FHLBank is not able to meet its funding obligations in a timely
manner, the FHLBanks and the Office of Finance entered into the Federal Home Loan Banks P&I Funding
and Contingency Plan Agreement on June 23, 2006. For additional information regarding this
agreement, see Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources.
According to the Office of Finance, the 12 FHLBanks had (at par value) approximately $796 billion,
$931 billion and $1.252 trillion in consolidated obligations outstanding at December 31, 2010, 2009
and 2008, respectively. The Bank was the primary obligor on $36.2 billion, $59.9 billion and $72.9
billion (at par value), respectively, of these consolidated obligations.
Certification and Reporting Obligations. Under Finance Agency regulations, before the end
of each calendar quarter and before paying any dividends for that quarter, the President and Chief
Executive Officer of the Bank must certify to the Finance Agency that, based upon known current
facts and financial information, the Bank will remain in compliance with its depository and
contingent liquidity requirements and will remain capable of making full and timely payment of all
current obligations (which includes the Banks obligation to pay principal and interest on
consolidated obligations) coming due during the next quarter. The Bank is required to provide
notice to the Finance Agency if it (i) is unable to provide the required certification, (ii)
projects at any time that it will fail to comply with its liquidity requirements or will be unable
to meet all of its current obligations due during the quarter, (iii) actually fails to comply with
its liquidity requirements or to meet all of its current obligations due during the quarter, or
(iv) negotiates to enter into or enters into an agreement with one or more other FHLBanks to obtain
financial assistance to meet its current obligations due during the quarter. The Bank has been in
compliance with the applicable reporting requirements at all times since they became effective in
1999.
A FHLBank must file a consolidated obligation payment plan for the Finance Agencys approval if (i)
the FHLBank becomes a non-complying FHLBank as a result of failing to provide the required
certification, (ii) the FHLBank becomes a non-complying FHLBank as a result of being required to
provide the notice described above to the Finance Agency, except in the case of a failure to make a
payment on a consolidated obligation caused solely by an external event such as a power failure, or
(iii) the Finance Agency determines that the FHLBank will cease to be in
15
compliance with its liquidity requirements or will lack the capacity to meet all of its current
obligations due during the quarter.
A non-complying FHLBank is permitted to continue to incur and pay normal operating expenses in the
regular course of business, but may not incur or pay any extraordinary expenses, or declare or pay
dividends, or redeem any capital stock, until such time as the Finance Agency has approved the
FHLBanks consolidated obligation payment plan or inter-FHLBank assistance agreement, or ordered
another remedy, and all of the non-complying FHLBanks direct obligations have been paid.
Negative Pledge Requirements. Each FHLBank must maintain specified assets free from any
lien or pledge in an amount at least equal to its participation in outstanding consolidated
obligations. Eligible assets for this purpose include (i) cash; (ii) obligations of, or fully
guaranteed by, the United States Government; (iii) secured advances; (iv) mortgages having any
guaranty, insurance, or commitment from the United States Government or any related agency; (v)
investments described in Section 16(a) of the FHLB Act, which, among other items, include
securities that a fiduciary or trust fund may purchase under the laws of the state in which the
FHLBank is located; and (vi) other securities that are assigned a rating or assessment by an NRSRO
that is equivalent to or higher than the rating on the FHLBanks consolidated obligations. At
December 31, 2010, 2009 and 2008, the Bank had eligible assets free from pledge of $39.6 billion,
$64.7 billion and $78.8 billion, respectively, compared to its participation in outstanding
consolidated obligations of $36.2 billion, $59.9 billion and $72.9 billion, respectively. In
addition, the Bank was in compliance with its negative pledge requirements at all times during the
years ended December 31, 2010, 2009 and 2008.
Office of Finance. The Office of Finance (OF) is a joint office of the 12 FHLBanks that
executes the issuance of consolidated obligations, as agent, on behalf of the FHLBanks.
Established by the Finance Board, the OF also services all outstanding consolidated obligation
debt, serves as a source of information for the FHLBanks on capital market developments, manages
the FHLBank Systems relationship with rating agencies as it pertains to the consolidated
obligations, and prepares and distributes the annual and quarterly combined financial reports for
the FHLBanks.
Prior to July 20, 2010, the OF was overseen by a board of directors that consisted of three
part-time members appointed by the Finance Agency. Under the previous Finance Agency regulations,
two of these members were presidents of FHLBanks and the third was a private citizen of the United
States with a demonstrated expertise in financial markets. The private citizen member of the board
also served as its Chairman. Under the previous regulations, the Banks President and Chief
Executive Officer had served as a director of the OF since April 1, 2003.
On May 3, 2010, the Finance Agency promulgated a new regulation that restructured the composition
of the OFs board of directors. In accordance with the new regulation, the OFs board of directors
is now comprised of 17 directors: the 12 FHLBank presidents, who serve ex officio, and 5
independent directors, who each serve five-year terms that are staggered so that not more than one
independent directorship is scheduled to become vacant in any one year. Independent directors are
limited to two consecutive full terms. Independent directors must be United States citizens. As a
group, the independent directors must have substantial experience in financial and accounting
matters and they must not have any material relationship with any FHLBank or the OF. The OF board
of directors was reconstituted at an initial organizational meeting held on July 20, 2010 at which
time the Banks President and Chief Executive Officer was chosen to serve as the initial vice
chair.
One of the responsibilities of the board of directors of the OF is to establish policies regarding
consolidated obligations to ensure that, among other things, such obligations are issued
efficiently and at the lowest all-in funding costs for the FHLBanks over time consistent with
prudent risk management practices and other market and regulatory factors.
The Finance Agency has regulatory oversight and enforcement authority over the OF and its directors
and officers generally to the same extent as it has such authority over a FHLBank and its
respective directors and officers. The FHLBanks are responsible for jointly funding the expenses
of the OF. Prior to January 1, 2011, these expenses were shared on a pro rata basis with one-third
based on each FHLBanks total outstanding capital stock (as of the prior month-end, excluding those
amounts classified as mandatorily redeemable), one-third based on each FHLBanks total debt
issuance (during the current month), and one-third based on each FHLBanks total consolidated
16
obligations outstanding (as of the current month-end). Beginning January 1, 2011, the expenses of
the OF are shared on a pro rata basis with two-thirds based on each FHLBanks total consolidated
obligations outstanding (as of each month end) and one-third divided equally among the 12 FHLBanks.
Through December 31, 2000, consolidated obligations were issued by the Finance Board through the
Office of Finance under the authority of Section 11(c) of the FHLB Act, which provides that debt so
issued is the joint and several obligation of the FHLBanks. Since January 2, 2001, the FHLBanks
have issued consolidated obligations in the name of the FHLBanks through the Office of Finance
under Section 11(a) of the FHLB Act. While the FHLB Act does not impose joint and several
liability on the FHLBanks for debt issued under Section 11(a), the Finance Board determined that
the same rules governing joint and several liability should apply whether consolidated obligations
are issued under Section 11(c) or under Section 11(a). No FHLBank is currently permitted to issue
individual debt under Section 11(a) of the FHLB Act without Finance Agency approval.
Use of Interest Rate Exchange Agreements
Finance Agency regulations authorize and establish general guidelines for the FHLBanks use of
derivative instruments, and the Banks Risk Management Policy establishes specific guidelines for
their use. The Bank can use interest rate swaps, swaptions, cap and floor agreements, calls, puts,
and futures and forward contracts as part of its interest rate risk management and funding
strategies. Regulations prohibit derivative instruments that do not qualify as hedging instruments
pursuant to generally accepted accounting principles unless a non-speculative use is documented.
In general, the Bank uses interest rate exchange agreements in two ways: either by designating
them as a fair value hedge of an underlying financial instrument or by designating them as a hedge
of some defined risk in the course of its balance sheet management. For example, the Bank uses
interest rate exchange agreements in its overall interest rate risk management activities to adjust
the interest rate sensitivity of consolidated obligations to approximate more closely the interest
rate sensitivity of its assets, including advances and investments, and/or to adjust the interest
rate sensitivity of advances and investments to approximate more closely the interest rate
sensitivity of its liabilities. In addition to using interest rate exchange agreements to manage
mismatches between the coupon features of its assets and liabilities, the Bank also uses interest
rate exchange agreements to manage embedded options in assets and liabilities, to preserve the
market value of existing assets and liabilities and to reduce funding costs.
The Bank frequently enters into interest rate exchange agreements concurrently with the issuance of
consolidated obligations. This strategy of issuing bonds while simultaneously entering into
interest rate exchange agreements enables the Bank to offer a wider range of attractively priced
advances to its members. The attractiveness of such debt depends on yield relationships between
the bond and interest rate exchange markets. As conditions in these markets change, the Bank may
alter the types or terms of the bonds that it issues.
In addition, as discussed in the section above entitled Products and Services, in 2008 the Bank
began offering interest rate swaps, caps and floors to its member institutions. In these
transactions, the Bank acts as an intermediary for its members by entering into an interest rate
exchange agreement with a member and then entering into an offsetting interest rate exchange
agreement with one of the Banks approved derivative counterparties.
For further discussion of interest rate exchange agreements, see Item 7 Managements Discussion
and Analysis of Financial Condition and Results of Operations Financial Condition Derivatives
and Hedging Activities.
Competition
Demand for the Banks advances is affected by, among other things, the cost of other available
sources of funds for its members, including deposits. The Bank competes with other suppliers of
wholesale funding, both secured and unsecured, including investment banking concerns, commercial
banks and, in certain circumstances, other FHLBanks. Historically, sources of wholesale funds for
its members have included unsecured long-term debt, unsecured short-term debt such as federal
funds, repurchase agreements and deposits issued into the brokered certificate of deposits market.
The availability of funds through these wholesale funding sources can vary from time to time as a
result of a variety of factors including, among others, market conditions, members
creditworthiness and availability of collateral. The availability of these alternative private
funding sources could significantly influence
17
the demand for the Banks advances. More recently, the Banks members also had access to an
expanded range of liquidity facilities initiated by the Federal Reserve Board, the United States
Department of the Treasury (the Treasury) and the FDIC as part of their efforts to support the
financial markets during the credit crisis. These liquidity facilities included the Term Auction
Facility (TAF) and the Temporary Liquidity Guarantee Program
(TLGP), which included both the Debt
Guarantee Program and the Transaction Account Guarantee Program. In addition, the FDIC increased
its deposit insurance limit from $100,000 to $250,000. The availability of these programs to
members and the increase in the FDIC deposit insurance limit contributed to a decline in members
demand for advances from the Bank, particularly in the early part of
2009. The TLGP and the TAF expired in
2010. The Bank competes against other financing sources on the basis of cost, the relative ease
by which the members can access the various sources of funds, collateral requirements, and the
flexibility desired by the member when structuring the liability.
As a debt issuer, the Bank competes with Fannie Mae, Freddie Mac and other GSEs, as well as
corporate, sovereign and supranational entities for funds raised in the national and global debt
markets. Increases in the supply of competing debt products could, in the absence of increases in
demand, result in higher debt costs for the FHLBanks. Although investor demand for FHLBank debt
has historically been sufficient to meet the Banks funding needs, there can be no assurance that
this will always be the case.
Capital
The Banks capital consists of capital stock owned by its members (and, in some cases, non-member
borrowers or former members as described below), plus retained earnings and accumulated other
comprehensive income (loss). From its enactment in 1932, the FHLB Act provided for a
subscription-based capital structure for the FHLBanks that required every member of a FHLBank to
own that FHLBanks capital stock in an amount in proportion to the members mortgage assets and its
borrowing activity with the FHLBank pursuant to a statutory formula. In 1999, the GLB Act replaced
the former subscription capital structure with requirements for total capital, leverage capital and
risk-based capital for the FHLBanks, authorized the issuance of two new classes of capital stock
redeemable with six months notice (Class A stock) or five years notice (Class B stock), and
required each FHLBank to develop a new capital plan to replace the previous statutory capital
structure. The Bank implemented its capital plan and converted to its new capital structure on
September 2, 2003.
In general, the Banks capital plan requires each member to own Class B stock (redeemable with five
years written notice subject to certain restrictions) in an amount equal to the sum of a
membership stock requirement and an activity-based stock requirement. Specifically, the Banks
capital plan requires members to hold capital stock in proportion to their total asset size and
borrowing activity with the Bank.
The Banks capital stock is not publicly traded and it may be issued, repurchased, redeemed and,
with the prior approval of the Bank, transferred only at its par value. In addition, the Banks
capital stock may only be issued to and held by members of the Bank or by former members of the
Bank or institutions that acquire members of the Bank and that retain stock in accordance with the
Banks capital plan. For more information about the Banks capital stock, see Item 11 -
Description of Registrants Securities to be Registered in the Banks Amended Registration
Statement on Form 10 filed with the SEC on April 14, 2006 (the Amended Form 10). For more
information about the Banks minimum capital requirements, see Item 7 Managements Discussion
and Analysis of Financial Condition and Results of Operations Risk-Based Capital Rules and Other
Capital Requirements.
Retained Earnings. In August 2003, the Finance Board issued a directive that encouraged
all 12 FHLBanks to establish retained earnings targets and to specify the priority for increasing
retained earnings relative to paying dividends. On February 27, 2004, the Banks Board of
Directors adopted a retained earnings policy. Currently, the policy calls for the Bank to maintain
retained earnings in an amount sufficient to protect against potential identified accounting or
economic losses due to specified interest rate, credit and operations risks. The Banks Board of
Directors reviews the Banks retained earnings targets at least annually under an analytic
framework that takes into account sources of potential realized and unrealized losses, including
potential loss distributions for each, and revises the targets as appropriate. The Banks current
retained earnings policy target is described in Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations Financial Condition Retained Earnings and
Dividends.
18
Effective February 28, 2011, the Bank entered into a Joint Capital Enhancement Agreement (the JCE
Agreement) with the other 11 FHLBanks. The JCE Agreement provides that upon satisfaction of
the FHLBanks obligations to the Resolution Funding Corporation (REFCORP), as further described
below in the section entitled REFCORP and AHP Assessments, each FHLBank (including the Bank)
will, on a quarterly basis, allocate at least 20 percent of its net income to a separate restricted
retained earnings account (RRE Account). Currently, the FHLBanks REFCORP obligations are
expected to be fully satisfied during the 2011 calendar year. Under the JCE Agreement, each FHLBank
will be required to build its RRE Account to an amount equal to one percent of its total
outstanding consolidated obligations, which for this purpose is based on the most recent quarters
average carrying value of all consolidated obligations for which that FHLBank is the primary
obligor, excluding any fair value option and hedging adjustments (Total Consolidated
Obligations).
The JCE Agreement further requires each FHLBank to submit an application to the Finance Agency for
approval to amend its capital plan or capital plan submission, as applicable, consistent with the
terms of the JCE Agreement. Under the JCE Agreement, if the FHLBanks REFCORP obligation terminates
before the Finance Agency has approved all proposed capital plan amendments, each FHLBank will
nevertheless be required to commence the required allocation to its RRE Account beginning as of the
end of the calendar quarter in which the final REFCORP payments are made by the FHLBanks.
The JCE Agreement provides that any quarterly net losses of a FHLBank may be netted against its net
income, if any, for other quarters during the same calendar year to determine the minimum required
year-to-date or annual allocation to its RRE Account. In the event a FHLBank incurs a net loss for
a cumulative year-to-date or annual period that results in a decrease to the balance of its RRE
Account as of the beginning of that calendar year, such FHLBanks quarterly allocation requirement
will thereafter increase to 50 percent of quarterly net income until the cumulative difference
between the allocations made at the 50 percent rate and the allocations that would have been made
at the regular 20 percent rate is equal to the amount of the decrease to the balance of its RRE
Account at the beginning of that calendar year. Any year-to-date or annual losses must first be
allocated to retained earnings that are not restricted in the FHLBanks RRE Account until such
retained earnings are reduced to a zero balance. Thereafter, any remaining losses may be applied
to reduce the balance of the FHLBanks RRE Account, but not below a zero balance.
The JCE Agreement also provides that if a FHLBanks RRE Account exceeds 1.5 percent of its Total
Consolidated Obligations, such FHLBank may transfer amounts from its RRE Account to its
unrestricted retained earnings account, but only to the extent that the balance of its RRE Account
remains at least equal to 1.5 percent of the FHLBanks Total Consolidated Obligations immediately
following such transfer.
Finally, the JCE Agreement provides that during periods in which a FHLBanks RRE Account is less
than one percent of its Total Consolidated Obligations, such FHLBank may pay dividends only from
retained earnings that are not restricted in its RRE Account or from the portion of quarterly net
income that exceeds the amount required to be allocated to its RRE Account.
The JCE Agreement can be voluntarily terminated by an affirmative vote of two-thirds of the boards
of directors of the FHLBanks; or automatically, if a change in the FHLB Act, Finance Agency
regulations, or other applicable law has the effect of: (i) creating any new or higher assessment
or taxation on the net income or capital of any FHLBank, or requiring the FHLBanks to retain a
higher level of restricted retained earnings than the amount that is required under the JCE
Agreement; or (ii) establishing general restrictions applicable to the payment of dividends by
FHLBanks that satisfy all relevant capital standards by either (a) requiring a new or higher
mandatory allocation of a FHLBanks net income to any retained earnings account other than the
amount specified in the JCE Agreement, or (b) prohibiting dividend payments from any portion of a
FHLBanks retained earnings that are not held in its RRE Account.
In the event the JCE Agreement is voluntarily terminated, each FHLBanks obligation to allocate
earnings to its RRE Account would cease (with Finance Agency consent for those FHLBanks for which a
capital plan amendment has been approved), but the restrictions on the use of amounts then in that
account would continue unless and until an automatic termination event occurs or the FHLBanks
unanimously agree to remove such restriction (and the Finance Agency approves of such removal, for
those FHLBanks for which a capital plan amendment has been
19
approved). If the JCE Agreement is automatically terminated, each FHLBanks obligation to make
allocations to its RRE Account and the restrictions on the use of amounts in its RRE Account would
terminate.
Dividends. Subject to the FHLB Act, Finance Agency regulations and other Finance Agency
directives, the Bank pays dividends to holders of its capital stock quarterly or as otherwise
determined by its Board of Directors. Dividends may be paid in the form of cash or capital stock
as authorized by the Banks Board of Directors, and are paid at the same rate on all shares of the
Banks capital stock regardless of their classification for accounting purposes. The Bank is
permitted by statute and regulation to pay dividends only from previously retained earnings or
current net earnings.
The Bank considers its core earnings to be net earnings exclusive of: (1) gains or losses on the
sales of investment securities, if any; (2) gains or losses on the retirement or transfer of debt,
if any; (3) prepayment fees on advances; (4) fair value adjustments (except for net interest
payments) associated with derivatives and hedging activities and assets and liabilities carried at
fair value; and (5) realized gains and losses associated with early terminations of derivative
transactions. Because the Banks returns from core earnings generally track short-term interest
rates, the Bank has had a long-standing practice of benchmarking the dividend rate that it pays on
capital stock to the average federal funds rate. The Bank generally pays dividends in the form of
capital stock. When dividends are paid, capital stock is issued in full shares and any fractional
shares are paid in cash. For a more detailed discussion of the Banks dividend policy and the
restrictions relating to its payment of dividends, see Item 5 Market for Registrants Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Item 7
Managements Discussion and Analysis of Financial Condition and Results of Operations.
Legislative and Regulatory Developments
Dodd-Frank Wall Street Reform and Consumer Protection Act
On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the Dodd-Frank Act). The Dodd Frank-Act makes significant
changes to a number of aspects of the regulation of financial institutions. Among other things,
the Dodd-Frank Act: (1) establishes an interagency oversight council (the Financial Stability
Oversight Council, hereinafter referred to as the Oversight Council) that is charged with
identifying and regulating systemically important financial institutions; (2) regulates the
over-the-counter derivatives market; (3) imposes new executive compensation proxy and disclosure
requirements; (4) establishes new requirements for MBS, including a risk-retention requirement; (5)
reforms the credit rating agencies; (6) makes a number of changes to the federal deposit insurance
system, including making permanent the increase in the deposit insurance limit from $100,000 to
$250,000; and (7) creates a consumer financial protection bureau. Although the FHLBanks were
exempted from several provisions of the Dodd-Frank Act, the Banks business operations, funding
costs, rights, obligations, and/or the environment in which it carries out its housing finance
mission are likely to be affected by the Dodd-Frank Act. Certain regulatory actions resulting from
the Dodd-Frank Act that may have a significant impact on the Bank are summarized below. Because
the Dodd-Frank Act requires the issuance of numerous regulations, orders and reports, the full
effect of this legislation on the Bank and its activities will become known only after the required
regulations, orders and reports are issued.
New Requirements for Derivative Transactions
The Dodd-Frank Act provides for new statutory and regulatory requirements for derivative
transactions, including those used by the Bank to hedge its interest rate risk. As a result of
these requirements, certain derivative transactions will be required to be cleared through a
third-party central clearinghouse and traded on regulated exchanges or swap execution facilities.
Cleared trades are expected to be subject to initial and variation margin requirements established
by the clearinghouse and its clearing members. While clearing derivatives may or may not reduce
the counterparty credit risk associated with bilateral transactions, the margin requirements for
cleared trades have the potential to make derivative transactions more costly for the Bank.
The Dodd-Frank Act will also change the regulatory landscape for derivative transactions that are
not subject to mandatory clearing requirements (uncleared trades). While the Bank expects to be
able to continue to enter into uncleared trades on a bilateral basis, those trades are expected to
be subject to new regulatory requirements, including mandatory reporting requirements and minimum
margin and capital requirements imposed by regulators.
20
Any changes to the margin or capital requirements associated with uncleared swaps could adversely
affect the pricing of certain uncleared derivative transactions entered into by the Bank, thereby
increasing the costs of managing the Banks interest rate risk.
The Dodd-Frank Act will require swap dealers and certain other large users of derivatives to
register as swap dealers or major swap participants with the Commodity Futures Trading
Commission (the CFTC) and/or the SEC. Based on the definitions in the proposed rules jointly
issued by the CFTC and SEC, it currently appears unlikely that the Bank will be required to
register as a major swap participant, although this remains a possibility. It also appears
unlikely that the Bank will be required to register as a swap dealer with respect to the derivative
transactions it enters into for the purpose of hedging and managing its interest rate risk.
However, based on recently proposed rules, it is possible that the Bank could be required to
register with the CFTC as a swap dealer as a result of the derivative transactions it enters into
with its members.
It is also unclear how the final rule will treat the derivatives embedded in the Banks advances to
its members (e.g., interest rate caps), as the scope of the term swap has not yet been addressed
in proposed rules. Accordingly, it is not known at this time whether certain transactions between
the Bank and its members will be treated as swaps. Depending on the final definitions of the
terms swap and swap dealer, the Bank may be faced with the business decision of whether to
continue to offer interest rate swaps, caps and floors to its members if those transactions would
require the Bank to register as a swap dealer.
Designation as a swap dealer would subject the Bank to significant additional regulation and costs,
including without limitation, registration with the CFTC, new internal and external business
conduct standards, additional reporting requirements and additional capital and margin
requirements. If the Bank is designated as a swap dealer, the proposed rule may permit the Bank to
apply to the CFTC to limit such designation to those specified activities as to which the Bank is
acting as a swap dealer (i.e., the derivative transactions it enters into with its members). Thus,
the Banks hedging-related derivatives activities, which represent most of its derivatives
activities, may not be subject to the full requirements that may generally be imposed on
traditional swap dealers.
Currently, the Bank expects some but not all of the final rules implementing the Dodd-Frank Act to
become effective in the second half of 2011, although delays beyond that time are possible.
Regulation of Certain Nonbank Financial Companies
Oversight Council Recommendations on Implementing the Volcker Rule. In January 2011, the
Oversight Council issued recommendations for implementing certain prohibitions on proprietary
trading, commonly referred to as the Volcker Rule. Institutions subject to the Volcker Rule may be
subject to various limits with regard to their proprietary trading activities and various
regulatory requirements to ensure compliance with the Volcker Rule. While the Bank does not engage
in proprietary trading, it may nonetheless be subject to the Volcker Rule and, if so, may be
subject to additional limitations on the composition of its investment portfolio beyond existing
Finance Agency regulations. Any such limitations could potentially result in less profitable
investment alternatives. The FHLBank Systems consolidated obligations are generally exempt from
the operation of this rule, subject to certain limitations.
Oversight Council Notice of Proposed Rulemaking on Authority to Supervise and Regulate Certain
Nonbank Financial Companies. On January 26, 2011, the Oversight Council issued a proposed rule
that would implement its authority to subject nonbank financial companies to the supervision of the
Federal Reserve Board and certain prudential standards. The proposed rule defines nonbank
financial company broadly enough that it would likely include the FHLBanks. Also, under the
proposed rule, the Oversight Council will consider certain factors in determining whether to
subject a nonbank financial company to supervision and prudential standards. Some factors
identified include: the availability of substitutes for the financial services and products the
entity provides as well as the entitys size; interconnectedness with other financial firms;
leverage; liquidity risk; maturity mismatch; and existing regulatory oversight. If the Bank is
determined to be a nonbank financial company subject to the Oversight Councils regulatory
requirements, then its business and operations are likely to be impacted in some way, although the
Bank is unable to predict at this time what the nature or scope of such impact might be. Comments
on this proposed rule were due by February 25, 2011.
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Federal Reserve Board Proposed Rule on Regulatory Oversight of Nonbank Financial Companies.
On February 11, 2011, the Federal Reserve Board issued a proposed rule that would define certain
key terms to determine which nonbank financial companies will be subject to the Federal Reserves
regulatory oversight. The proposed rule provides that a company is predominantly engaged in
financial activities if:
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the annual gross financial revenue of the company represents 85 percent or more of the
companys gross revenue in either of its two most recent completed fiscal years; or |
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the companys total financial assets represent 85 percent or more of the companys total
assets as of the end of either of its two most recently completed fiscal years. |
The FHLBanks would be predominantly engaged in financial activities under either of the above
criteria. The proposed rule also defines significant nonbank financial company to mean a nonbank
financial company that had $50 billion or more in total assets as of the end of its most recently
completed fiscal year. If the Bank is determined to be a nonbank financial company subject to the
Federal Reserves regulatory oversight, then its operations and business could be adversely
affected by such oversight. Comments on this proposed rule are due by March 30, 2011.
FDIC Actions
Final Rule on Unlimited Deposit Insurance for Non-Interest-Bearing Transaction Accounts.
On November 15, 2010, the FDIC issued a final rule providing for unlimited deposit insurance
for non-interest-bearing transaction accounts during the period from December 31, 2010 through
December 31, 2012. Deposits are a source of funds for the Banks members and an increase in
members deposits, which may occur as a result of this rule, could diminish member demand for the
Banks advances.
Interim Final Rule on Dodd-Frank Orderly Liquidation Resolution Authority. On January 25,
2011, the FDIC issued an interim final rule on how the FDIC would treat certain creditor claims
under the new orderly liquidation authority established by the Dodd-Frank Act. The Dodd-Frank Act
provides for the appointment of the FDIC as receiver for a financial company, other than
FDIC-insured depository institutions, in instances where the failure of the company and its
liquidation under other insolvency procedures (such as bankruptcy) would pose a significant risk to
the financial stability of the United States. Among other things, the interim final rule provides:
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a valuation standard for collateral on secured claims; |
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that all unsecured creditors must expect to absorb losses in any liquidation and that
secured creditors will only be protected to the extent of the fair value of their
collateral; |
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a clarification of the treatment for contingent claims; and |
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that secured obligations collateralized with U.S. government obligations will be valued
at fair market value. |
Comments on this interim final rule are due by March 28, 2011.
Final Rule on Assessment System. On February 7, 2011, the FDIC approved a final rule that
revises the assessment system applicable to FDIC-insured financial institutions. The rule, among
other things, implements a provision in the Dodd-Frank Act to redefine the assessment base used for
calculating deposit insurance assessments. Specifically, the rule changes the assessment base for
most institutions from adjusted domestic deposits to average consolidated total assets minus
average tangible equity. Once this rule takes effect on April 1, 2011, each members assessment
base will include the Banks advances. The rule also eliminates an adjustment to the base
assessment rate paid for secured liabilities, including the Banks advances, in excess of 25
percent of an institutions domestic deposits because these liabilities are now part of the
assessment base. This rule may negatively affect demand for the Banks advances to the extent the
assessments increase the cost of advances for some of its members.
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GSE Housing Reform
On February 11, 2011, the U.S Department of the Treasury and the U.S. Department of Housing and
Urban Development issued jointly a report to Congress on Reforming Americas Housing Finance
Market. The primary focus of the report is to provide options for the long-term structure of
housing finance. In the report, the Obama Administration noted it would work, in consultation with
the Finance Agency and Congress, to restrict the areas of mortgage finance in which Fannie Mae,
Freddie Mac and the FHLBanks operate, so that overall government support of the mortgage market is
substantially reduced over time.
Although the FHLBanks are not the primary focus of this report, they were recognized as playing a
vital role in the housing finance system by helping smaller financial institutions effectively
access liquidity to compete in an increasingly competitive marketplace. The report sets forth the
following possible reforms for the FHLBanks:
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focus the FHLBanks membership on small- and medium-sized financial institutions; |
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restrict membership by allowing each institution that is eligible for membership to be
an active member in only one FHLBank; |
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limit the level of outstanding advances to individual FHLBank members; and |
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reduce FHLBank investment portfolios and alter their composition to better serve the
FHLBanks mission of providing liquidity and access to capital for insured depository
institutions. |
If housing GSE legislation is enacted that incorporates these reforms, the FHLBanks could be
significantly limited in their ability to make advances to their members and subject to additional
limitations on their investment authority.
The report also supports exploring additional means to provide funding to residential mortgage
lenders, including potentially the development of a covered bond market which, if developed, could
compete with FHLBank advances.
Further, the report sets forth various reforms for Fannie Mae and Freddie Mac, each of which would
ultimately lead to the wind down of both institutions. The Obama Administration noted that it
would work with the Finance Agency to determine the best way to responsibly reduce Fannie Maes and
Freddie Macs role in the mortgage market and ultimately wind down both institutions, creating the
conditions for private capital to play the predominant role in housing finance. The Bank has
traditionally allocated a substantial portion of its investment portfolio to investments in Fannie
Mae and Freddie Mac debt securities, most of which have been MBS. Accordingly, the Banks
investment strategies would likely be affected by the wind down of these entities.
If Fannie Mae and Freddie Mac are ultimately wound down, the Banks members may determine to
increase their mortgage loans held for portfolio which could potentially increase demand for the
Banks advances.
The potential effect of GSE reform on the agency debt market is unknown at this time. In any
event, the effect on the Bank of housing GSE reform will depend on the content of legislation, if
any, that is ultimately enacted.
Finance Agency Actions
Directors Eligibility, Election, Compensation, and Expenses
On April 5, 2010, the Finance Agency promulgated a new regulation regarding FHLBank Directors
eligibility, election, compensation, and expenses. The new regulation, which became effective on
May 5, 2010, makes changes in two areas.
The first change amends the process by which successor FHLBank directors are chosen after a
directorship is redesignated to a new state prior to the end of its term as a result of the annual
designation of FHLBank directorships. Under the new regulation, the redesignation causes the
original directorship to terminate and creates a new directorship to be filled by an election of
the member institutions located in that state. The prior regulation deemed the redesignation to
create a vacancy on the FHLBanks board of directors, which would be filled by the FHLBanks board
of directors.
Second, the new regulation implements section 1202 of the HER Act by repealing the caps on annual
compensation that can be paid to FHLBank directors and allowing each FHLBank to pay its directors
reasonable compensation and
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expenses, subject to the authority of the Finance Agencys Director to object to, and to
prohibit prospectively, compensation and/or expenses that the Director determines are not
reasonable.
Advisory Bulletin 2010-AB-01
On April 6, 2010, the Finance Agency issued Advisory Bulletin 2010-AB-01 (AB 2010-01) in order to
clarify the guidance in Advisory Bulletin 2008-AB-02 (AB 2008-02) that limits the FHLBanks
authority to purchase or to accept as collateral for advances certain nontraditional and subprime
residential mortgage loans and mortgage-backed securities representing an interest in such loans
unless such loans comply with the Interagency Guidance. Interagency Guidance means collectively
the Interagency Guidance on Nontraditional Mortgage Product Risks, dated October 4, 2006, and
Statement on Subprime Mortgage Lending, dated July 10, 2007, issued by the federal banking
regulatory agencies. In AB 2010-01, the Finance Agency clarified a number of specific points with
respect to the applicability of AB 2008-02.
AB 2008-02 provides that private-label mortgage-backed securities that were issued after July 10,
2007 can be included in calculating the amount of collateral available to secure advances to a
member only if the underlying mortgages comply with all aspects of the Interagency Guidance. AB
2010-01 states that private-label mortgage-backed securities that were either issued or acquired
by a member after July 10, 2007 may be considered eligible collateral in calculating the amount of
advances that can be made to a member only if the underlying mortgages comply with all aspects of
the [I]nteragency [G]uidance (emphasis added). AB 2010-01 would appear to make the eligibility
of securities issued on or before July 10, 2007 to serve as collateral for advances dependent upon
the date the securities were acquired by the member. The Bank does not in all cases know the dates
on which members acquired securities pledged to the Bank and, therefore, is unable to estimate the
effect that the clarification in AB 2010-01 regarding eligible mortgage-backed securities might
have on members future borrowing capacity.
In AB 2010-01, the Finance Agency also addressed private-label mortgage-backed securities that are
acquired by a member through a merger with another financial institution. AB 2010-01 advises that
eligible collateral obtained by a FHLBank member from another member through merger or acquisition
will generally continue to qualify as eligible collateral, subject to consultation with the Finance
Agency regarding the specific circumstances of the transaction.
In AB 2010-01, the Finance Agency also clarified that the issuance or acquisition date of a
re-securitization of private-label mortgage-backed securities should generally be used to determine
compliance with AB 2008-02 and the requirements regarding the underlying mortgages. An exception
would be the re-securitizations of private-label mortgage-backed securities with a federal agency
guaranty backed by the full faith and credit of the United States government, which would require a
FHLBank to submit to the Finance Agency a new business activity notice that describes the structure
and guaranty of the re-securitized securities.
Board of Directors of the Office of Finance
As discussed previously, the OF is a joint office of the FHLBanks and, among other things, serves
as their fiscal and servicing agent in connection with the issuance of consolidated obligations and
prepares the combined financial reports (CFRs) of the FHLBank System. Until recently, the OF was
governed by a board of directors that was comprised of two FHLBank presidents (one of whom was the
Banks President and Chief Executive Officer) and one independent director. These three directors
also served as the audit committee of the OFs board of directors with the independent director
serving as the chairman of such committee.
On May 3, 2010, the Finance Agency promulgated a new regulation that restructures the composition
of the OFs board of directors and audit committee, establishes certain other corporate governance
requirements, and directs the OF in preparing the CFRs to employ consistent accounting policies and
procedures. Under the new regulation, the OFs board of directors is now comprised of 17
directors: the 12 FHLBank presidents, who serve ex officio, and 5 independent directors, who each
serve five-year terms that are staggered so that not more than one independent directorship is
scheduled to become vacant in any one year. Independent directors are limited to two consecutive
full terms. Independent directors must be United States citizens. As a group, the independent
directors must have substantial experience in financial and accounting matters and they must not
have any material relationship with any FHLBank or the OF. The chair of the board of directors
of the OF is chosen from among its independent directors
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and the vice chair is chosen from among all the directors of the OF. The Banks President and
Chief Executive Officer was chosen to serve as the initial vice chair of the reconstituted OF board
of directors.
The audit committee of the OF is comprised exclusively of the independent directors and has
responsibility for overseeing the audit function of the OF and the preparation of the CFRs. For
purposes of the CFRs, the audit committee shall ensure that the FHLBanks adopt consistent
accounting policies and procedures to the extent necessary for the information submitted by the
FHLBanks to the OF to be combined to create accurate and meaningful CFRs. The audit committee, in
consultation with the Finance Agency, may establish common accounting policies and procedures for
the information submitted by the FHLBanks to the OF for inclusion in the CFRs where it determines
such information provided by the FHLBanks is inconsistent and that common accounting policies and
procedures regarding that information are necessary to create accurate and meaningful CFRs.
Finance Agency Statement on Certain Energy Retrofit Loan Programs
On July 6, 2010, the Finance Agency issued a statement regarding certain energy retrofit lending
programs. Specifically, the statement addressed programs that grant the lien securing the retrofit
loan priority over existing liens on the retrofitted property. The statement directed the FHLBanks
to review their collateral policies in order to assure that pledged collateral is not adversely
affected by energy retrofit lending programs where liens securing loans made under such programs
are granted priority over existing liens on the retrofitted property.
Acceptance of FDIC Guarantee as Collateral for Advances
On August 23, 2010, the Finance Agency issued Regulatory Interpretation 2010-RI-03 (RI 2010-03)
to address whether a FHLBank may accept a guarantee from the FDIC as collateral to secure advances
outstanding to a member for which the FDIC has been appointed as receiver. RI 2010-03 concludes
that a FHLBank may accept a FDIC guarantee of the timely repayment in full of all principal and
interest due on particular advances as collateral for the outstanding advances, and that the
FHLBank could release its lien on the collateral securing those advances and relinquish that
collateral to the FDIC, acting in its capacity as the receiver for the member of the FHLBank.
Bridge Depository Institution as Member of a FHLBank
On August 23, 2010, the Finance Agency issued Regulatory Interpretation 2010-RI-04 (RI 2010-04)
to address the FHLBank membership status of a bridge depository institution that is organized by
the FDIC to temporarily carry on the business of a failed FHLBank member. RI 2010-04 concludes
that a FHLBank may treat a bridge depository institution as continuing the membership of the failed
member in order to facilitate the FDICs resolution of a failed member of the FHLBank.
FHLBank Acceptance of FDIC or National Credit Union Administration Guaranteed Notes as Collateral
and as Investments
On October 14, 2010, the Finance Agency issued guidance to the FHLBanks regarding their ability to
accept FDIC or National Credit Union Administration (NCUA) guaranteed notes as collateral and as
investments. Both the FDIC and the NCUA have issued a series of notes collateralized by various
assets where timely payment of the principal and interest due on the notes is guaranteed by the
FDIC or the NCUA, respectively. Both the FDIC and the NCUA represent that the guarantees
supporting the notes are backed by the full faith and credit of the United States. The Finance
Agency advised the FHLBanks that they could invest in the FDIC and NCUA guaranteed notes and accept
the notes as collateral without filing a new business activity notice with the Finance Agency.
Use of Community Development Loans by CFIs to Secure Advances and Secured Lending to FHLBank
Members and their Affiliates
On December 9, 2010, the Finance Agency issued a final rule that: (1) provides the FHLBanks with
regulatory authority to accept community development loans as collateral for advances to CFIs,
subject to other regulatory requirements; and (2) codifies the Finance Agencys position that
secured lending to a member by an FHLBank in any form is an advance and is, therefore, subject to
all requirements applicable to an advance, including stock investment requirements. This rule
became effective on January 10, 2011.
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FHLBank Investments
On May 4, 2010, the Finance Agency issued a proposed regulation that, among other things, requested
comment on whether additional limitations on a FHLBanks MBS investments, including its
private-label MBS investments, should be adopted as part of a final regulation and whether, for
private-label MBS investments, such limitations should be based on a FHLBanks level of retained
earnings. Comments on this proposed rule were due by July 6, 2010.
Conservatorship and Receivership
On July 9, 2010, the Finance Agency issued a proposed rule that would set forth the basic
authorities of the Finance Agency when acting as conservator or receiver for any of the entities it
regulates, including the FHLBanks. The basic authorities set forth in the proposed rule include
the authority to: (1) enforce and repudiate contracts; (2) establish procedures for conservators
and receivers and priorities of claims for contract parties and other claimants; and (3) address
whether and to what extent claims by current and former holders of equity interests in the
regulated entities will be paid. Comments on this proposed rule were due by September 7, 2010.
Voluntary FHLBank Mergers
On November 26, 2010, the Finance Agency issued a proposed rule that would establish the conditions
and procedures for the consideration and approval of voluntary mergers between FHLBanks. Among
other things, the proposed rule provides that two or more FHLBanks may merge if the FHLBanks have
jointly filed a merger application with the Finance Agency to obtain the approval of its Director,
the members of each such FHLBank ratify the merger agreement, and the Director of the Finance
Agency grants final approval of the merger agreement. Comments on this proposed rule were due by
January 25, 2011.
FHLBank Membership
On December 27, 2010, the Finance Agency issued an advance notice of proposed rulemaking to address
its regulations on FHLBank membership to ensure such regulations are consistent with maintaining a
nexus between FHLBank membership and the housing and community development mission of the FHLBanks.
The notice provides certain alternatives designed to strengthen that nexus including, among other
things:
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requiring compliance with membership standards on a continuous basis rather than only at
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creating additional quantifiable standards for membership. |
The Bank could be adversely affected if the Finance Agency ultimately issues a regulation that
excludes prospective institutions from becoming a member or precludes existing members from
continuing their membership. Comments on this advance notice of proposed rulemaking are due by
March 28, 2011.
Use of NRSRO Credit Ratings
On January 31, 2011, the Finance Agency issued an advance notice of a proposed rule that would
implement a provision in the Dodd-Frank Act that requires all federal agencies to remove
regulations that require use of NRSRO credit ratings in the assessment of a security. The notice
seeks comment regarding certain specific Finance Agency regulations applicable to the FHLBanks,
including risk-based capital requirements, prudential requirements, investments and consolidated
obligations. Comments on this advance notice of rulemaking were due by March 17, 2011.
Private Transfer Fee Covenants
On February 8, 2011, the Finance Agency issued a proposed rule that would restrict the FHLBanks
from acquiring, or taking security interests in, mortgages on properties encumbered by certain
private transfer fee covenants and related securities. The proposed rule prohibits the FHLBanks
from purchasing or investing in any mortgages on
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properties encumbered by private transfer fee covenants, securities backed by such mortgages or
securities backed by the income stream from such covenants, unless such covenants are excepted
transfer fee covenants. Excepted transfer fee covenants are covenants to pay a private transfer
fee to a homeowner association, condominium, cooperative or certain other tax-exempt organizations
that use the private transfer fees for the direct benefit of the property. The proposed rule also
prohibits the FHLBanks from accepting such mortgages or securities as collateral unless such
covenants are excepted transfer fee covenants. Pursuant to the proposed rule, the foregoing
restrictions would apply only to mortgages on properties encumbered by private transfer fee
covenants created on or after February 8, 2011, to securities backed by such mortgages, and to
securities issued after that date and backed by revenue from private transfer fees regardless of
when the covenants were created. The FHLBanks would be required to comply with the regulation
within 120 days of its publication as a final rule. Comments on the proposed rule are due by April
11, 2011.
Other Developments
Basel Committee on Banking Supervision Capital Framework
In September 2010, the Basel Committee on Banking Supervision (the Basel Committee) approved a
new capital framework for internationally active banks. Institutions that are subject to the new
regime will be required to have increased amounts of capital with core capital being more strictly
defined to include only common equity and other capital assets that are able to fully absorb
losses. While it is uncertain how the new capital regime or other standards being developed by the
Basel Committee, such as liquidity standards, will be implemented by U.S. regulatory authorities,
the new regime could require some of the Banks members to divest assets in order to comply with
the more stringent capital requirements, thereby potentially decreasing their need for advances.
Likewise, any new liquidity requirements may also adversely affect member demand for advances
and/or investor demand for consolidated obligations.
Expiration of Authority to Issue Tax-Exempt Letters of Credit
The Banks credit services include letters of credit issued or confirmed on behalf of members for a
variety of purposes, including as credit support for bonds or other debt instruments. The Banks
letters of credit and confirmations are generally considered federal guarantees under the Internal
Revenue Code, with an exception for guarantees in connection with debt issuances to support certain
housing programs. Before enactment of the HER Act, the Bank did not typically issue or confirm
letters of credit to support bonds or other debt instruments where the interest on such instruments
was purportedly exempt from federal income taxes, because such tax-exempt status could be lost if
the instruments were federally guaranteed under the Internal Revenue Code.
The HER Act authorized FHLBanks, subject to certain conditions, to issue a letter of credit or
confirmation in connection with the original issuance of tax-exempt bonds during the period from
enactment of the HER Act to December 31, 2010, and to renew or extend any such letter of credit or
confirmation, without the bonds potentially losing their tax-exempt status. A FHLBank could issue
such letter of credit or confirmation without regard to the purpose of the issuance of the bonds
(i.e., the bonds did not have to be issued solely to support certain housing programs). In
accordance with the provisions of the HER Act, this authority expired on December 31, 2010,
although a FHLBank may renew letters of credit that were issued under this authority between the
date of enactment of that act and December 31, 2010.
Covered Bond Legislation
On March 8, 2011, legislation was introduced in the House of Representatives that would establish
standards for covered bond programs and a covered bond regulatory oversight program. Similar
legislation has yet to be introduced in the Senate. As previously noted, the development of a
covered bond market could create an alternative source of funds that would compete with the Banks
advances. In addition, covered bond programs established by the Banks members could also have an
impact on the amount and/or quality of collateral that would be available for those members to
pledge to the Bank to secure advances and other extensions of credit. Since neither the timing nor
outcome of the legislative debate is known at this time, the effect on the Bank, if any, cannot be
determined.
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Regulatory Oversight
As discussed above, the Finance Agency supervises and regulates the FHLBanks and the OF. The
Finance Agency has a statutory responsibility and corresponding authority to ensure that the
FHLBanks operate in a safe and sound manner. Consistent with that duty, the Finance Agency has an
additional responsibility to ensure the FHLBanks carry out their housing and community development
finance mission. In order to carry out those responsibilities, the Finance Agency establishes
regulations governing the entire range of operations of the FHLBanks, conducts ongoing off-site
monitoring and supervisory reviews, performs annual on-site examinations and periodic interim
on-site reviews, and requires the FHLBanks to submit monthly and quarterly information regarding
their financial condition, results of operations and risk metrics.
The Comptroller General of the United States (the Comptroller General) has authority under the
FHLB Act to audit or examine the Finance Agency and the Bank and to decide the extent to which they
fairly and effectively fulfill the purposes of the FHLB Act. Furthermore, the Government
Corporation Control Act provides that the Comptroller General may review any audit of a FHLBanks
financial statements conducted by an independent registered public accounting firm. If the
Comptroller General conducts such a review, then he or she must report the results and provide his
or her recommendations to Congress, the Office of Management and Budget, and the FHLBank in
question. The Comptroller General may also conduct his or her own audit of the financial statements
of any FHLBank.
As an SEC registrant, the Bank is subject to the periodic disclosure regime as administered and
interpreted by the SEC. The Bank must also submit annual management reports to Congress, the
President of the United States, the Office of Management and Budget, and the Comptroller General;
these reports include a statement of financial condition, a statement of operations, a statement of
cash flows, a statement of internal accounting and administrative control systems, and the report
of the independent registered public accounting firm on the financial statements. In addition, the
Treasury receives the Finance Agencys annual report to Congress, weekly reports reflecting
securities transactions of the FHLBanks, and other reports reflecting the operations of the
FHLBanks.
Employees
As of December 31, 2010, the Bank employed 200 people, all of whom were located in one office in
Irving, Texas. None of the Banks employees are subject to a collective bargaining agreement and
the Bank believes its relationship with its employees is good.
REFCORP and AHP Assessments
Although the Bank is exempt from all federal, state, and local taxation (except for real property
taxes), all FHLBanks are obligated to make contributions to REFCORP in the amount of 20 percent of their net earnings (after deducting the AHP assessment).
REFCORP was created by the Financial Institutions Reform, Recovery
and Enforcement Act of 1989
solely for the purpose of issuing $30 billion of long-term bonds to provide funds for
the resolution of insolvent thrift institutions. The FHLBanks were initially required to
contribute approximately $2.5 billion to defease the principal repayments of those bonds in 2030,
and thereafter to contribute $300 million per year toward the interest payments on those bonds.
As part of the GLB Act of 1999, the FHLBanks $300 million annual obligation to REFCORP was
modified to 20 percent of their annual net earnings before charges for REFCORP (but after expenses
for AHP). The FHLBanks will have this obligation until the aggregate amounts actually paid by all
12 FHLBanks are equivalent to a $300 million annual annuity whose final maturity date is April 15,
2030, at which point the required payment of each FHLBank to REFCORP will be fully satisfied. As
specified in the Finance Agency regulation that implements section 607 of the GLB Act, the amount
by which the combined REFCORP payments of all of the FHLBanks for any quarter exceeds the $75
million benchmark payment is used to simulate the purchase of zero-coupon Treasury bonds to
defease all or a portion of the most-distant remaining quarterly benchmark payment. Because the
FHLBanks recent REFCORP payments have exceeded $300 million per year, those extra payments have
defeased $64 million of the $75 million benchmark payment for the third quarter of 2011 and all
scheduled payments thereafter. The defeased benchmark payments (or portions thereof) can be
reinstated if future actual REFCORP payments fall short of the $75 million benchmark in any
quarter. For additional discussion, see the audited financial
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statements accompanying this report (specifically, Note 13 on page F-33). While the remaining
amounts to be paid by the Bank to REFCORP cannot be determined at this time because the amount is
dependent upon the future earnings of each FHLBank and interest rates, the Bank expects that its
obligations to REFCORP will be fully satisfied in 2011.
In addition, the FHLB Act requires each FHLBank to establish and fund an AHP. Annually, the
FHLBanks must collectively set aside for the AHP the greater of $100 million or 10 percent of their
current years income before charges for AHP (but after expenses for REFCORP). Interest expense on
capital stock that is classified as a liability (i.e., mandatorily redeemable capital stock) is
added back to income for purposes of computing the Banks AHP assessment. The Banks AHP funds are
made available to members in the form of direct grants to assist in the purchase, construction, or
rehabilitation of housing for very low-, low- and moderate-income households.
Assessments for REFCORP and AHP equate to a minimum 26.5 percent effective assessment rate for the
Bank. This rate is increased by the impact of non-deductible interest on mandatorily redeemable
capital stock.
Business Strategy and Outlook
The Bank maintains a Strategic Business Plan that provides the framework for its future business
direction. The goals and strategies for the Banks major business activities are encompassed in
this plan, which is updated and approved by the Board of Directors at least annually and at any
other time that revisions are deemed necessary.
As described in its Strategic Business Plan, the Bank operates under a cooperative business model
that is intended to maximize the overall value of membership in the Bank. This business model
envisions that the Bank will limit and carefully manage its risk profile while generating
sufficient profitability to maintain an appropriate level of retained earnings and pay dividends at
or slightly above the average federal funds rate. Consistent with this business model, the Bank
places the highest priority on being able to meet its members liquidity and funding needs.
The Bank intends to continue to operate under its cooperative business model for the foreseeable
future. The Banks core earnings are expected to rise and fall with the general level of market
interest rates, particularly short-term money market rates. Developments that may have an effect on
the extent to which the Banks return on average capital stock (based on core earnings) exceeds the
federal funds rate benchmark include general economic and credit market conditions; the level,
volatility of and relationships between short-term money market rates such as federal funds and
one- and three-month LIBOR; the future availability and cost of the Banks long-term debt relative
to benchmark rates such as LIBOR; the availability of interest rate exchange agreements at
competitive prices; whether the Banks larger borrowers continue to be members of the Bank and the
level at which they maintain their borrowing activity; the impact of any future credit market
disruptions; and the impact of ongoing economic conditions on demand for the Banks credit products
from its members.
Due primarily to credit market disruptions, demand for advances from all segments of the Banks
membership base was elevated from the third quarter of 2007 through the third quarter of 2008.
Since that time, the credit markets have stabilized and general economic weakness has persisted,
both of which have contributed to a reduction in demand for the Banks advances. From September 30,
2008 to December 31, 2010, advances declined approximately 63 percent, due in large part to
declines in advances to the Banks two largest borrowers. If general economic weakness continues
to reduce member lending opportunities, then demand for advances may continue to fall. In the
longer term, however, the Bank believes that there remains potential to sustain a substantial
portion of the outstanding advances to its CFIs and other small and intermediate-sized
institutions. There remains uncertainty about the extent to which the Banks future membership
base will include larger institutions that will borrow in sufficient quantity to provide economies
of scale that will sustain the current economics of the Banks business model over the long term.
While the Bank cannot predict how long the current economic conditions will continue, it expects
that its lending activities may be reduced for some period of time. As advances are reduced, the
Banks general practice is to repurchase capital stock in proportion to the reduction in the
advances. As a result of the decrease in the Banks advances, total assets and capital stock, its
future core earnings will likely be lower than they would have been otherwise. However, the Bank
expects that its ability to adjust its capital levels in response to reductions in advances
outstanding and the accumulation of retained earnings in recent years will help to mitigate the
negative
29
impact that these reductions would otherwise have on the Banks shareholders. While there can be
no assurances, based on its current expectations the Bank anticipates that its earnings will be
sufficient both to continue paying quarterly dividends at a rate equal to or slightly above either
the average effective federal funds rate or the upper end of the Federal Reserves target for the
federal funds rate and to continue building retained earnings for the foreseeable future.
While the Banks primary focus will continue to be prudently meeting the liquidity and funding
needs of its members, in order to become a more valuable resource to its members, the Bank intends
to continue to evaluate opportunities as they arise to diversify its product offerings and its
income stream. In particular, the Bank began offering interest rate derivatives to its members in
mid-2008. In addition, in late 2009 the Bank received approval from the Finance Agency to begin
offering standby bond purchase services to state housing finance agencies within its district. The
FHLB Act and Finance Agency regulations limit the products and services that the Bank can offer to
its members and govern many of the terms of the products and services that the Bank offers. The
Bank is also required by regulation to file new business activity notices with the Finance Agency
for any new products or services it wants to offer its members, and will have to assess any
potential new products or services offerings in light of these statutory and regulatory
restrictions.
ITEM 1A. RISK FACTORS
Our profitability is vulnerable to interest rate fluctuations.
We are subject to significant risks from changes in interest rates because most of our assets and
liabilities are financial instruments. Our profitability depends significantly on our net interest
income and is impacted by changes in the fair value of interest rate derivatives and any associated
hedged items. Changes in interest rates can impact our net interest income as well as the values
of our derivatives and certain other assets and liabilities. Changes in overall market interest
rates, changes in the relationships between short-term and long-term market interest rates, changes
in the relationship between different interest rate indices, or differences in the timing of rate
resets for assets and liabilities or related interest rate derivatives with interest rates tied to
those indices, can affect the interest rates received from our interest-earning assets differently
than those paid on our interest-bearing liabilities. This difference could result in an increase
in interest expense relative to interest income, which would result in a decrease in our net
interest spread, or a net decrease in earnings related to the relationship between changes in the
valuation of our derivatives and any associated hedged items.
Our profitability may be adversely affected if we are not successful in managing our interest rate
risk.
Like most financial institutions, our results of operations are significantly affected by our
ability to manage interest rate risk. We use a number of tools to monitor and manage interest rate
risk, including income simulations and duration/market value sensitivity analyses. Given the
unpredictability of the financial markets, capturing all potential outcomes in these analyses is
extremely difficult. Key assumptions used in our market value sensitivity analyses include
interest rate volatility, mortgage prepayment projections and the future direction of interest
rates, among other factors. Key assumptions used in our income simulations include advances
volumes and pricing, market conditions for our debt, prepayment speeds and cash flows on
mortgage-related assets, and other factors. These assumptions are inherently uncertain and, as a
result, the measures cannot precisely estimate net interest income or the market value of our
equity nor can they precisely predict the effect of higher or lower interest rates or changes in
other market factors on net interest income or the market value of our equity. Actual results will
most likely differ from simulated results due to the timing, magnitude, and frequency of interest
rate changes and changes in market conditions and management strategies, among other factors. Our
ability to maintain a positive spread between the interest earned on our earning assets and the
interest paid on our interest-bearing liabilities may be affected by the unpredictability of
changes in interest rates.
30
Exposure to credit risk from our customers could have a negative impact on our profitability and
financial condition.
We are subject to credit risk from advances and other extensions of credit to members, non-member
borrowers and housing associates (collectively, our customers). Other extensions of credit include
letters of credit issued or confirmed on behalf of customers, customers credit enhancement
obligations associated with MPF loans held in portfolio, and interest rate exchange agreements we
enter into with our customers.
We require that all outstanding advances and other extensions of credit to our customers be fully
collateralized. We evaluate the types of collateral pledged by our customers and assign a
borrowing capacity to the collateral, generally based on either a percentage of its book value or
estimated market value. During the current economic downturn, the number of our member
institutions exhibiting significant financial stress has increased. In 2010 and 2009, four and
five, respectively, of our members failed and their advances and other extensions of credit were
either repaid in full by the Federal Deposit Insurance Corporation (FDIC) or assumed by either
the FDIC or an acquiring institution. If more member institutions fail, and if the FDIC (or other
receiver or acquiror) does not promptly repay all of the failed institutions obligations to us or
assume the outstanding extensions of credit, we might be required to liquidate the collateral
pledged by the failed institution in order to satisfy its obligations to us. A devaluation of or
our inability to liquidate collateral in the event of a default by the obligor, due to a reduction
in liquidity in the financial markets or otherwise, could cause us to incur a credit loss and
adversely affect our financial condition or results of operations.
Loss of members or borrowers could adversely affect our earnings, which could result in lower
investment returns and/or higher borrowing rates for remaining members.
One or more members or borrowers could withdraw their membership or decrease their business levels
as a result of a merger with an institution that is not one of our members, or for other reasons,
which could lead to a significant decrease in our total assets and capital.
As the financial services industry has consolidated, acquisitions involving some of our members
have resulted in membership withdrawals or business level decreases. Additional acquisitions that
lead to similar results are possible, including acquisitions in which the acquired institutions are
merged into institutions located outside our district with which we cannot do business. We could
also be adversely impacted by the reduction in business volume that would arise from the failure of
one or more of our members.
The loss of one or more borrowers that represent a significant proportion of our business, or a
significant reduction in the borrowing levels of one or more of these borrowers, could, depending
on the magnitude of the impact, cause us to lower dividend rates, raise advances rates, attempt to
reduce operating expenses (which could cause a reduction in service levels), or undertake some
combination of these actions. The magnitude of the impact would depend, in part, on our size and
profitability at the time such institution repays its advances to us.
Members funding needs may decline, which could reduce loan demand and adversely affect our
earnings.
Market factors could reduce loan demand from our member institutions, which could adversely affect
our earnings. Demand for advances from all segments of our membership increased throughout the
period of credit market disruption that began in the third quarter of 2007, peaked at the beginning
of the fourth quarter of 2008 and declined thereafter. From September 30, 2008 through December
31, 2010, our outstanding advances have declined approximately 63 percent. Continued weakness in
general economic conditions could further reduce members needs for funding. A further decline in
the demand for advances, if significant, could negatively affect our results of operations.
We face competition for loan demand, which could adversely affect our earnings.
Our primary business is making advances to our members. We compete with other suppliers of
wholesale funding, both secured and unsecured, including investment banks, commercial banks and, in
certain circumstances, other FHLBanks. Our members have access to alternative funding sources,
which may provide more favorable terms than we do on our advances, including more flexible credit
or collateral standards. During recent years, our members
31
have had access to an expanded range of liquidity facilities initiated by the Federal Reserve
Board, the United States Department of the Treasury (the Treasury) and the FDIC as part of their
efforts to support the financial markets during the recent period of market disruption. While most
of these programs have expired or been discontinued, certain programs may continue to impact the
demand for advances for some period into the future.
The availability to our members of alternative funding sources that are more attractive than the
funding products offered by us may significantly decrease the demand for our advances. Any change
made by us in the pricing of our advances in an effort to compete more effectively with these
competitive funding sources may decrease the profitability on advances. A decrease in the demand
for advances or a decrease in our profitability on advances would negatively affect our financial
condition and results of operations.
Changes in investors perceptions of the creditworthiness of the FHLBanks may adversely affect our
ability to issue consolidated obligations on favorable terms.
We currently have the highest credit rating from Moodys and S&P, the consolidated obligations
issued by the FHLBanks are rated Aaa/P-1 by Moodys and AAA/A-1+ by S&P, and the other FHLBanks
have each been assigned high individual credit ratings as well. As of February 28, 2011, Moodys
had assigned its highest rating to each individual FHLBank, and S&P had assigned individual
long-term counterparty credit ratings of AAA/A-1+ to ten FHLBanks and ratings of AA+/A-1+ to the
remaining two FHLBanks.
Currently, the FHLBank of Chicago is operating under a consensual cease and desist order, which
states that the Finance Board (now Finance Agency) has determined that requiring the FHLBank of
Chicago to take the actions specified in the order will improve the condition and practices of the
[FHLBank of Chicago], stabilize its capital, and provide the [FHLBank of Chicago] an opportunity to
address the principal supervisory concerns identified by the Finance Board. In addition, the
Director of the Finance Agency has classified the FHLBank of Seattle as undercapitalized and the
FHLBank of Seattle is operating under a consent arrangement with the Finance Agency that sets forth
requirements for capital management, asset composition and other operational and risk management
improvements. Further, several FHLBanks incurred net losses for individual quarters in 2010 and/or
2009 that were primarily the result of other-than-temporary impairment charges on non-agency
residential mortgage-backed securities, and these FHLBanks have taken actions to preserve capital
in light of these results, such as the suspension of quarterly dividends or repurchases or
redemptions of capital stock. These regulatory actions, financial results and/or subsequent
actions could cause the rating agencies to downgrade the ratings assigned either to any of the
affected FHLBanks or to the FHLBanks consolidated obligations. Unfavorable ratings actions,
negative guidance from the rating agencies, or negative announcements by one or more of the
FHLBanks may adversely affect our cost of funds and ability to issue consolidated obligations on
favorable terms, which could negatively affect our financial condition and results of operations.
Changes in overall credit market conditions and/or competition for funding may adversely affect our
cost of funds and our access to the capital markets.
The cost of our consolidated obligations depends in part on prevailing conditions in the capital
markets at the time of issuance, which are generally beyond our control. For instance, a decline
in overall investor demand for debt issued by the FHLBanks and similar issuers could adversely
affect our ability to issue consolidated obligations on favorable terms. Investor demand is
influenced by many factors including changes or perceived changes in general economic conditions,
changes in investors risk tolerances or balance sheet capacity, or, in the case of overseas
investors, changes in preferences for holding dollar-denominated assets. Credit market disruptions
similar to those that occurred during the period from late 2007 through early 2009 and which
dampened investor demand for longer-term debt, including longer-term FHLBank consolidated
obligations, could occur again, making it more difficult for us to match the maturities of our
assets and liabilities.
We compete with Fannie Mae, Freddie Mac and other GSEs, as well as commercial banking, corporate,
sovereign and supranational entities for funds raised through the issuance of unsecured debt in the
global debt markets. Increases in the supply of competing debt products may, in the absence of
increased demand, result in higher debt costs, which could negatively affect our financial
condition and results of operations. Further, if investors limit their demand for our debt, our
ability to fund our operations and to meet the credit and liquidity needs of our members by
accessing the capital markets could eventually be compromised.
32
Our joint and several liability for all consolidated obligations may adversely impact our earnings,
our ability to pay dividends, and our ability to redeem or repurchase capital stock.
Under the FHLB Act and Finance Agency regulations, we are jointly and severally liable with the
other FHLBanks for the consolidated obligations issued by the FHLBanks through the Office of
Finance regardless of whether we receive all or any portion of the proceeds from any particular
issuance of consolidated obligations.
If another FHLBank were to default on its obligation to pay principal or interest on any
consolidated obligations, the Finance Agency may allocate the outstanding liability among one or
more of the remaining FHLBanks on a pro rata basis or on any other basis the Finance Agency may
determine. In addition, the Finance Agency, in its discretion, may require any FHLBank to make
principal or interest payments due on any consolidated obligations, whether or not the primary
obligor FHLBank has defaulted on the payment of that obligation. Accordingly, we could incur
significant liability beyond our primary obligation under consolidated obligations due to the
failure of other FHLBanks to meet their payment obligations, which could negatively affect our
financial condition and results of operations.
Further, the FHLBanks may not pay any dividends to members or redeem or repurchase any shares of
stock unless the principal and interest due on all consolidated obligations has been paid in full.
Accordingly, our ability to pay dividends or to redeem or repurchase stock could be affected not
only by our own financial condition but also by the financial condition of one or more of the other
FHLBanks.
Exposure to credit risk on our investments and MPF loans could have a negative impact on our
profitability and financial condition.
We are exposed to credit risk from our secured and unsecured investment portfolio and our MPF loans
held in portfolio. A worsening of the current economic downturn, further declines in residential
real estate values, changes in monetary policy or other events that could negatively impact the
economy and the markets as a whole could lead to increased borrower defaults, which in turn could
cause us to incur losses on our MPF loans or additional losses on our investment portfolio.
In particular, during 2009 and 2010, delinquencies and losses with respect to residential mortgage
loans generally increased and residential property values declined in many states. Due to these
deteriorating conditions, 13 of our 39 non-agency residential mortgage-backed securities were
deemed to be other-than-temporarily impaired during 2009 and/or 2010. The credit losses associated
with these securities totaled $2.6 million and $4.0 million for the years ended December 31, 2010
and 2009, respectively. As of December 31, 2010, the unpaid principal balance of the 39 securities
totaled $398 million.
If the actual and/or projected performance of the loans underlying our non-agency residential
mortgage-backed securities deteriorates beyond our current expectations, we could recognize further
losses on these 13 securities as well as losses on our other investments in residential
mortgage-backed securities, which would negatively impact our results of operations and financial
condition.
In addition, if delinquencies, default rates and loss severities on residential mortgage loans
continue to increase, and/or there is a continued decline in residential real estate values, we
could experience losses on our MPF loans held in portfolio.
Changes in the regulatory environment could negatively impact our operations and financial results
and condition.
On July 30, 2008, the President of the United States signed into law the Housing and Economic
Recovery Act of 2008. This legislation established the Finance Agency, a new independent agency in
the executive branch of the United States Government with responsibility for regulating us. In
addition, the legislation made a number of other changes that will affect our activities.
Immediately upon enactment of the legislation, all regulations, orders, directives and
determinations issued by the Finance Board transferred to the Finance Agency and remain in force
unless modified, terminated or set aside by the new regulatory agency. Additionally, the Finance
Agency succeeded
33
to all of the discretionary authority possessed by the Finance Board. The legislation calls for
the Finance Agency to issue a number of regulations, orders and reports. The Finance Agency has
issued regulations regarding certain provisions of the legislation, some of which are subject to
public comments and may change. As a result, the full effect of this legislation on our activities
will become known only after the Finance Agencys required regulations, orders and reports are
issued and finalized.
On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the Dodd-Frank Act). The Dodd-Frank Act makes significant
changes to a number of aspects of the regulation of financial institutions. This legislation
contains several provisions that could impact us and/or our members.
Under the Dodd-Frank Act, if the Financial Stability Oversight Council (the Council) established
by the legislation decides that we are a nonbank financial company whose material financial
distress could pose a threat to the financial stability of the United States, then we would be
subject to supervision and examination by the Board of Governors of the Federal Reserve System (the
Board of Governors). Additionally, if our financial activities were determined to have the
potential to create significant financial risk to the United States markets, the Council could
recommend that the Finance Agency impose new or heightened standards and safeguards on us. Further,
the legislation also contains provisions that will regulate the over-the-counter derivatives market
as further discussed in the next risk factor.
The Dodd-Frank Act also contains a number of provisions that, while they may not directly affect
us, could affect our members. For example, the legislation establishes a special insolvency regime
to address the failure of a financial company, eliminates the Office of Thrift Supervision,
establishes a Federal Insurance Office to monitor and identify issues with respect to the insurance
industry, establishes certain entities charged with investor and consumer protection, and imposes
additional regulation on mortgage originators and residential mortgage loans.
Because the Dodd-Frank Act requires several entities (among them, the Council, the Board of
Governors, and the Securities and Exchange Commission) to issue a number of regulations, orders,
determinations, and reports, the full effect of this legislation on us and our activities, and on
our members and their activities, will become known only after the required regulations, orders,
determinations, and reports are issued and implemented.
On May 3, 2010, the Finance Agency published a final rule regarding the composition, duties and
responsibilities of the Board of Directors of the Office of Finance and its Audit Committee.
Pursuant to the rule, the Board of Directors of the Office of Finance now consists of the
presidents of each of the 12 FHLBanks, plus five independent directors. The five independent
directors now comprise the Audit Committee. Under the final rule, and as previously existed, no
FHLBank shareholders are represented on the Board of Directors of the Office of Finance. Further,
the final rule gives the Office of Finance Audit Committee the authority under certain
circumstances to establish common accounting policies for the information submitted by the FHLBanks
to the Office of Finance for inclusion in the combined financial reports, which could potentially
have an adverse impact on us.
We could be materially adversely affected by the adoption of new laws, policies or regulations or
changes in existing laws, policies or regulations, including, but not limited to, changes in the
interpretations or applications by the Finance Agency or as the result of judicial reviews that
modify the present regulatory environment. For instance, legislation was recently introduced in the
House of Representatives that would establish standards for covered bond programs and a covered
bond regulatory oversight program. Among other things, the development of a covered bond market
could create an alternative source of funds that would compete with our advances.
In addition, the regulatory environment affecting our members could change in a manner that could
have a negative impact on their ability to own our stock or take advantage of our products and
services. Further, legislation affecting residential real estate and mortgage lending, including
legislation regarding bankruptcy and mortgage modification programs, could negatively affect the
recoverability of our non-agency residential mortgage-backed securities.
Finally, the role and structure of the housing GSEs is currently and will likely continue to be
under consideration. Since neither the timing nor outcome of the debate is known at this time, the
impact on us, if any, cannot be determined.
34
For a more complete discussion of recent legislative and regulatory developments, see Item 1
Business Legislative and Regulatory Developments beginning on page 20 of this report.
Changes in our access to the interest rate derivatives market under acceptable terms may adversely
affect our ability to maintain our current hedging strategies.
We actively use derivative instruments to manage interest rate risk. The effectiveness of our
interest rate risk management strategy depends to a significant extent upon our ability to enter
into these instruments with acceptable counterparties in the necessary quantities and under
satisfactory terms to hedge our corresponding assets and liabilities. We currently enjoy ready
access to the interest rate derivatives market through a diverse group of highly rated
counterparties. Several factors could have an adverse impact on our access to the derivatives
market, including changes in our credit rating, changes in the current counterparties credit
ratings, reductions in our counterparties allocation of resources to the interest rate derivatives
business, and changes in the liquidity of that market created by a variety of regulatory or market
factors. In addition, the financial market disruptions that occurred during the period from late
2007 through early 2009 resulted in mergers of several of our derivatives counterparties. The
consolidation of the financial services industry, if it continues, will increase our concentration
risk with respect to counterparties in this industry. Further, defaults by, or even rumors or
questions about, one or more financial services institutions, or the financial services industry in
general, could lead to market-wide disruptions in which it may be difficult for us to find
counterparties for such transactions. If such changes in our access to the derivatives market
result in our inability to manage our hedging activities efficiently and economically, we may be
unable to find economical alternative means to manage our interest rate risk effectively, which
could adversely affect our financial condition and results of operations.
Currently, all of the derivatives we use to manage our interest rate risk are negotiated in the
over-the-counter (OTC) derivatives market. As noted in the immediately preceding risk factor,
the Dodd-Frank Act contains provisions that will increase the regulation of the OTC derivatives
market. These provisions, when finalized, could impede our ability to use appropriate derivatives
products to hedge our interest rate risk. The legislation generally provides for increased margin
and capital requirements for derivatives users that would, if applicable to us, increase our
hedging costs, which could negatively impact our results of operations. Many of the derivatives
that are currently traded in the OTC market could eventually be subject to central clearing and
exchange trading in regulated trading systems. The structure for clearing derivatives may expose
us to early termination risk and/or liquidity risk to an extent that we generally do not have under
our existing arrangements with our derivative counterparties. Further, the structure for clearing
derivatives may expose us to credit risk to other parties that we do not currently have under our
existing derivative counterparty arrangements. If we are determined to be a major swap participant
or a swap dealer within the meaning of the Dodd-Frank Act, we will be required to register with the
Commodity Futures Trading Commission (CFTC), which would then subject us to a number of
requirements prescribed by the CFTC, including internal and external business conduct standards,
and certain recordkeeping and reporting responsibilities. The requirements imposed by the CFTC
could increase our costs of operation and therefore could negatively impact our results of
operations. As the Dodd-Frank Act calls for a number of regulations, orders, determinations and
reports to be issued, the impact of this legislation on our hedging activities and the costs
associated with those activities will become known only after the required regulations, orders,
determinations, and reports are issued and implemented.
Defaults by or the insolvency of one or more of our derivative counterparties could adversely
affect our profitability and financial condition.
We regularly enter into derivative transactions with major banks. Our financial condition and
results of operations could be adversely affected if derivative counterparties to whom we have
exposure fail, and any collateral that we have in place is insufficient to cover their obligations
to us.
We enter into collateral exchange agreements with all of our derivative counterparties that include
minimum collateral thresholds. The collateral exchange agreements require the delivery of
collateral consisting of cash or very liquid, highly rated securities if credit risk exposures rise
above the minimum thresholds. These agreements generally establish a maximum unsecured credit
exposure threshold of $1 million that one party may have to the other. Upon a request made by the
unsecured counterparty, the party that has the unsecured obligation to the counterparty bearing the
risk of the unsecured credit exposure must deliver sufficient collateral to reduce the
35
unsecured credit exposure to zero. In addition, excess collateral must be returned by a party in
an oversecured position. Delivery or return of the collateral generally occurs within one business
day and, until such delivery or return, we may be in an undersecured position, which could result
in a loss in the event of a default by the counterparty, or we may be due excess collateral, which
could result in a loss in the event that the counterparty is unable to return the collateral.
Because derivative valuations are determined based on market conditions at particular points in
time, they can change quickly. Even after the delivery or return of collateral, we may be in an
undersecured position, or be due the return of excess collateral, as the values upon which the
delivery or return was based may have changed since the valuation was performed. Further, we may
incur additional losses if collateral held by us cannot be readily liquidated at prices that are
sufficient to fully recover the value of the derivatives.
An interruption in our access to the capital markets would limit our ability to obtain funds.
We conduct our business and fulfill our public purpose primarily by acting as an intermediary
between our members and the capital markets. Certain events, such as a natural disaster or
terrorist act, could limit or prevent us from accessing the capital markets in order to issue
consolidated obligations for some period of time. An event that precludes us from accessing the
capital markets may also limit our ability to enter into transactions to obtain funds from other
sources. External forces are difficult to predict or prevent, but can have a significant impact on
our ability to manage our financial needs and to meet the credit and liquidity needs of our
members.
A failure or interruption in our information systems or other technology may adversely affect our
ability to conduct and manage our business effectively.
We rely heavily upon information systems and other technology to conduct and manage our business
and deliver a very large portion of our services to members on an automated basis. To the extent
that we experience a failure or interruption in any of these systems or other technology, we may be
unable to conduct and manage our business effectively, including, without limitation, our hedging
and advances activities. We can make no assurance that we will be able to prevent or timely and
adequately address any such failure or interruption. Any failure or interruption could
significantly harm our customer relations, risk management, and profitability, which could
negatively affect our financial condition and results of operations.
Lack of a public market and restrictions on transferring our stock could result in an illiquid
investment for the holder.
Under the GLB Act, Finance Agency regulations, and our capital plan, our stock may be redeemed upon
the expiration of a five-year redemption period following a redemption request. Only stock in
excess of a members minimum investment requirement, stock held by a member that has submitted a
notice to withdraw from membership, or stock held by a member whose membership has been terminated
may be redeemed at the end of the redemption period. Further, we may elect to repurchase excess
stock of a member at any time at our sole discretion.
There is no guarantee, however, that we will be able to redeem stock held by an investor even at
the end of the redemption period. If the redemption or repurchase of the stock would cause us to
fail to meet our minimum capital requirements, then the redemption or repurchase is prohibited by
Finance Agency regulations and our capital plan. Likewise, under such regulations and the terms of
our capital plan, we could not honor a members capital stock redemption notice if the redemption
would cause the member to fail to maintain its minimum investment requirement. Moreover, since our
stock may only be owned by our members (or, under certain circumstances, former members and certain
successor institutions), and our capital plan requires our approval before a member may transfer
any of its stock to another member, there can be no assurance that a member would be allowed to
sell or transfer any excess stock to another member at any point in time.
We may also suspend the redemption of stock if we reasonably believe that the redemption would
prevent us from maintaining adequate capital against a potential risk, or would otherwise prevent
us from operating in a safe and sound manner. In addition, approval from the Finance Agency for
redemptions or repurchases would be required if the Finance Agency or our Board of Directors were
to determine that we have incurred, or are likely to incur, losses that result in, or are likely to
result in, charges against our capital. Under such circumstances, there can be no assurance that
the Finance Agency would grant such approval or, if it did, upon what terms it might do so.
Redemption and repurchase of our stock would also be prohibited if the principal and interest due
on any
36
consolidated obligations issued on behalf of any FHLBank through the Office of Finance have not
been paid in full or if we become unable to comply with regulatory liquidity requirements or
satisfy our current obligations.
Accordingly, there are a variety of circumstances that would preclude us from redeeming or
repurchasing our stock that is held by a member. Since there is no public market for our stock and
transfers require our approval, there can be no assurance that a members purchase of our stock
would not effectively become an illiquid investment.
Failure by a member to comply with our minimum investment requirement could result in substantial
penalties to that member and could cause us to fail to meet our capital requirements.
Members must comply with our minimum investment requirement at all times. Our Board of Directors
may increase the members minimum investment requirement within certain ranges specified in our
capital plan. The minimum investment requirement may also be increased beyond such ranges pursuant
to an amendment to the capital plan, which would have to be adopted by our Board of Directors and
approved by the Finance Agency. We would provide members with 30 days notice prior to the
effective date of any increase in their minimum investment requirement. Under the capital plan,
members are required to purchase an additional amount of our stock as necessary to comply with any
new requirements or, alternatively, they may reduce their outstanding advances activity (subject to
any prepayment fees applicable to the reduction in activity) on or prior to the effective date of
the increase. To facilitate the purchase of additional stock to satisfy an increase in the minimum
investment requirement, the capital plan authorizes us to issue stock in the name of the member and
to correspondingly debit the members demand deposit account maintained with us.
The GLB Act requires members to comply promptly with any increase in the minimum investment
requirement to ensure that we continue to satisfy our minimum capital requirements. However, the
Finance Board stated, when it published the final regulation implementing this provision of the GLB
Act, that it did not believe this provision provides the FHLBanks with an unlimited call on the
assets of their members. According to the Finance Board, it is not clear whether we or our
regulator would have the legal authority to compel a member to invest additional amounts in our
capital stock.
Thus, while the GLB Act and our capital plan contemplate that members would be required to purchase
whatever amounts of stock are necessary to ensure that we continue to satisfy our capital
requirements, and while we may seek to enforce this aspect of the capital plan which was approved
by the Finance Board, our ability ultimately to compel a member, either through automatic
deductions from a members demand deposit account or otherwise, to purchase an additional amount of
our stock is not free from doubt.
Nevertheless, even if a member could not be compelled to make additional stock purchases, the
failure by a member to comply with the stock purchase requirements of our capital plan could
subject it to substantial penalties, including the possible termination of its membership. In the
event of termination for this reason, we may call any outstanding advances to the member prior to
their maturity and the member would be subject to any fees applicable to the prepayment.
Furthermore, if our members fail to comply with the minimum investment requirement, we may not be
able to satisfy our capital requirements, which could adversely affect our operations and financial
condition.
Finance Agency authority to approve changes to our capital plan and to impose other restrictions
and limitations on us and our capital management may adversely affect members.
Under Finance Agency regulations and our capital plan, amendments to the capital plan must be
approved by the Finance Agency. However, amendments to our capital plan are not subject to member
consent or approval. While amendments to our capital plan must be consistent with the FHLB Act and
Finance Agency regulations, it is possible that they could result in changes to the capital plan
that could adversely affect the rights and obligations of members.
Moreover, the Finance Agency has significant supervisory authority over us and may impose various
limitations and restrictions on us, our operations, and our capital management as it deems
appropriate to ensure our safety and soundness, and the safety and soundness of the FHLBank System.
Among other things, the Finance Agency may
37
impose higher capital requirements on us that might include, but not be limited to, the imposition
of a minimum retained earnings requirement, and may suspend or otherwise limit stock repurchases,
redemptions and dividends.
Regulatory limitations on our ability to pay dividends could result in lower investment returns for
members.
Under Finance Agency regulations, we may pay dividends on our stock only out of previously retained
earnings or current net earnings. However, if we are not in compliance with our minimum capital
requirements or if the payment of dividends would make us noncompliant, we are precluded from
paying dividends. In addition, we may not declare or pay a dividend if the par value of our stock
is impaired or is projected to become impaired after paying such dividend. Further, we may not
declare or pay any dividends in the form of capital stock if our excess stock is greater than one
percent of our total assets or if, after the issuance of such shares, our outstanding excess stock
would be greater than one percent of our total assets. Payment of dividends would also be
suspended if the principal and interest due on any consolidated obligations issued on behalf of any
FHLBank through the Office of Finance have not been paid in full or if we become unable to comply
with regulatory liquidity requirements or satisfy our current obligations. In addition to these
explicit limitations, it is also possible that the Finance Agency could restrict our ability to pay
a dividend even if we have sufficient retained earnings to make the payment and are otherwise in
compliance with the requirements for payment of dividends.
The terms of any liquidation, merger or consolidation involving us may have an adverse impact on
members investments in us.
Under the GLB Act, holders of Class B Stock own our retained earnings, if any. With respect to
liquidation, our capital plan provides that, after payment of creditors, all Class B Stock will be
redeemed at par, or pro rata if liquidation proceeds are insufficient to redeem all of the stock in
full. Any remaining assets will be distributed to the shareholders in proportion to their stock
holdings relative to the total outstanding Class B Stock.
Our capital plan also stipulates that its provisions governing liquidation are subject to the
Finance Agencys statutory authority to prescribe regulations or orders governing liquidations of a
FHLBank, and that consolidations and mergers may be subject to any lawful order of the Finance
Agency. We cannot predict how the Finance Agency might exercise its authority with respect to
liquidations or reorganizations or whether any actions taken by the Finance Agency in this regard
would be inconsistent with the provisions of our capital plan or the rights of holders of our Class
B Stock. Consequently, there can be no assurance that any liquidation, merger or consolidation
involving us will be consummated on terms that do not adversely affect our members investment in
us.
An increase in our AHP contribution rate could adversely affect our ability to pay dividends to our
shareholders.
The FHLB Act requires each FHLBank to establish and fund an AHP. Annually, the FHLBanks are
required to set aside, in the aggregate, the greater of $100 million or ten percent of their
current years income (before charges for AHP, as adjusted for interest expense on mandatorily
redeemable capital stock, but after the assessment for REFCORP) for their AHPs. If the FHLBanks
combined income does not result in an aggregate AHP contribution of at least $100 million in a
given year, we could be required to contribute more than ten percent of our income to the AHP. An
increase in our AHP contribution would reduce our net income and could adversely affect our ability
to pay dividends to our shareholders.
A natural or man-made disaster, especially one affecting our region, could adversely affect our
profitability or financial condition.
Portions of our district are subject to risks from hurricanes, tornadoes, floods and other natural
disasters. In addition to natural disasters, our business could be negatively impacted by man-made
disasters. Such natural or man-made disasters may damage or dislocate our members facilities, may
damage or destroy collateral pledged to secure advances or other extensions of credit, may
adversely affect the livelihood of MPF borrowers or members customers or otherwise cause
significant economic dislocation in the affected areas. If this were to occur, our business could
be negatively impacted.
38
During the second quarter of 2010, the Deepwater Horizon offshore drilling rig exploded in the Gulf
of Mexico, causing the largest oil spill in U.S. history. While a final determination of the
extent of the environmental damage and negative economic impact to gulf coast areas cannot be made
at this time, the oil spill has already had an adverse impact on several industries in the region.
In addition, the U.S. Government imposed a moratorium on certain offshore drilling activities that
was in effect until October 12, 2010. These events have had and are likely to continue to have a
negative impact on the economies in those areas within our district that are heavily dependent on
the oil and gas, fishing and tourism industries.
While BP p.l.c., the majority owner of the well, has committed to fund an escrow account of $20
billion that is available to reimburse losses resulting from the oil spill, and BP p.l.c. and
others may be liable if qualifying losses exceed $20 billion, we are uncertain to what extent
direct and/or indirect losses incurred by businesses in our district will qualify for reimbursement
from the escrow account or other sources.
Member financial institutions in the affected areas may be adversely affected in a variety of ways
by the oil spill, including the inability of their borrowers to repay loans made by the
institutions, damage to the borrowers properties that serve as collateral for the loans made by
the institutions, and a reduction in customer demand for loans as a result of weakened economic
conditions. We are unable to determine the timing or extent of recovery of the local economies in
which affected members operate and what impact reimbursements from BP p.l.c. or other parties will
have on borrowers ability to rebuild their businesses and repay outstanding loans. Accordingly,
the degree to which our members in the affected areas will be impacted is uncertain.
Significant borrower defaults on loans made by our members could cause members to fail. If one or
more member institutions fail, and if the value of the collateral pledged to secure advances from
us has declined below the amount borrowed, we could incur a credit loss that would adversely affect
our financial condition and results of operations. A decline in the local economies in which our
members operate could reduce members needs for funding, which could reduce demand for our
advances. We could be adversely impacted by the reduction in business volume that would arise
either from the failure of one or more of our members or from a decline in member funding needs.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
The Bank owns a 157,000 square foot office building located at 8500 Freeport Parkway South, Irving,
Texas. The Bank occupies approximately 86,000 square feet of space in this building.
The Bank also maintains leased off-site business resumption and storage facilities comprising
approximately 18,000 and 5,000 square feet of space, respectively.
ITEM 3. LEGAL PROCEEDINGS
The Bank is not a party to any material pending legal proceedings.
ITEM 4. RESERVED
39
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
The Bank is a cooperative and all of its outstanding capital stock, which is known as Class B
stock, is owned by its members or, in some cases, by non-member institutions that have acquired
stock by virtue of acquiring a member institution, or by former members that retain capital stock
to support advances or other activity that remains outstanding or until any applicable stock
redemption or withdrawal notice period expires. All of the Banks shareholders are financial
institutions; no individual may own any of the Banks capital stock. The Banks capital stock is
not publicly traded, nor is there an established market for the stock. The Banks capital stock
has a par value of $100 per share and it may be purchased, redeemed, repurchased and transferred
only at its par value. By regulation, the parties to a transaction involving the Banks stock can
include only the Bank and its member institutions (or non-member institutions or former members, as
described above). While a member could transfer stock to another member of the Bank, such a
transfer could occur only upon approval of the Bank and then only at par value. The Bank does not
issue options, warrants or rights relating to its capital stock, nor does it provide any type of
equity compensation plan. As of February 28, 2011, the Bank had 935 shareholders and 14,952,080
shares of capital stock outstanding.
Subject to Finance Agency directives, the Bank is permitted by statute and regulation to pay
dividends on members capital stock in either cash or capital stock only from previously retained
earnings or current net earnings. The Banks Board of Directors may not declare or pay a dividend
based on projected or anticipated earnings, nor may it declare or pay a dividend if the Bank is not
in compliance with its minimum capital requirements or if the Bank would fail to meet its minimum
capital requirements after paying such dividend (for a discussion of the Banks minimum capital
requirements, see Item 7 Managements Discussion and Analysis of Financial Condition and Results
of Operations Risk-Based Capital Rules and Other Capital Requirements). Further, the Bank may
not declare or pay any dividends in the form of capital stock if excess stock held by its
shareholders is greater than one percent of the Banks total assets or if, after the issuance of
such shares, excess stock held by its shareholders would be greater than one percent of the Banks
total assets. Shares of Class B stock issued as dividend payments have the same rights,
obligations, and restrictions as all other shares of Class B stock, including rights, privileges,
and restrictions related to the repurchase and redemption of Class B stock. To the extent such
shares represent excess stock, they may be repurchased or redeemed by the Bank in accordance with
the provisions of the Banks capital plan.
The Bank has had a long-standing practice of paying quarterly dividends in the form of capital
stock. The Bank has also had a long-standing practice of benchmarking the dividend rate that it
pays on its capital stock to the average federal funds rate. When stock dividends are paid,
capital stock is issued in full shares and any fractional shares are paid in cash. Dividends are
typically paid on the last business day of each quarter and are based upon the Banks operating
results, shareholders average capital stock holdings and the average federal funds rate for the
preceding calendar quarter.
The following table sets forth certain information regarding the quarterly dividends that were
declared and paid by the Bank during the years ended December 31, 2010 and 2009. During each
quarter of 2010, the Bank paid dividends at a rate equal to the upper end of the Federal Reserves
target for the federal funds rate for the immediately preceding quarter plus 12.5 basis points.
During each quarter of 2009, the Bank paid dividends at the average effective federal funds rate
for the immediately preceding quarter. The average effective federal funds rate of 0.51 percent for
the fourth quarter of 2008 was below the Federal Reserves average federal funds target rate of
1.06 percent, while the average effective federal funds rate for each of the first three quarters
of 2009 was below the upper end of the Federal Reserves target range of 0.25 percent for the
federal funds rate for those periods, which was also the rate that depository institutions could
earn on both required and excess reserves maintained at the Federal Reserve during those periods.
As a result of this disparity, which continued to be the case in the fourth quarter of 2009 and the
first three quarters of 2010, the Bank elected to benchmark its dividends in 2010 to the upper end
of the Federal Reserves target range for the federal funds rate. All dividends were paid in the
form of capital stock except for fractional shares, which were paid in cash.
40
DIVIDENDS PAID
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Annualized |
|
|
|
|
|
|
Annualized |
|
|
|
Amount(1) |
|
|
Rate(3) |
|
|
Amount(2) |
|
|
Rate(3) |
|
First Quarter |
|
$ |
2,386 |
|
|
|
0.375 |
% |
|
$ |
4,143 |
|
|
|
0.500 |
% |
Second Quarter |
|
|
2,264 |
|
|
|
0.375 |
|
|
|
1,306 |
|
|
|
0.180 |
|
Third Quarter |
|
|
2,109 |
|
|
|
0.375 |
|
|
|
1,267 |
|
|
|
0.180 |
|
Fourth Quarter |
|
|
2,057 |
|
|
|
0.375 |
|
|
|
1,091 |
|
|
|
0.160 |
|
|
|
|
(1) |
|
Amounts exclude (in thousands) $9, $7, $7 and $7 of dividends paid on mandatorily redeemable
capital stock for the first, second, third and fourth quarters of 2010, respectively. For financial reporting purposes,
these dividends were classified as interest expense. |
|
(2) |
|
Amounts exclude (in thousands) $61, $37, $35 and $25 of dividends paid on mandatorily redeemable
capital stock for the first, second, third and fourth quarters of 2009, respectively. For financial reporting purposes,
these dividends were classified as interest expense. |
|
(3) |
|
Reflects the annualized rate paid on all of the Banks average capital stock outstanding regardless of its
classification for financial reporting purposes as either capital stock or mandatorily redeemable capital stock. |
The Bank has a retained earnings policy that calls for the Bank to maintain retained earnings
in an amount sufficient to protect against potential identified economic or accounting losses due
to specified interest rate, credit or operations risks. With certain exceptions, the Banks policy
calls for the Bank to maintain its retained earnings balance at or above its policy target when
determining the amount of funds available to pay dividends. Taking into consideration its current
retained earnings policy target, as well as its current earnings expectations and anticipated
market conditions, the Bank currently expects to pay dividends in 2011 at or slightly above the
upper end of the Federal Reserves target for the federal funds rate for the period from October 1,
2010 through September 30, 2011. For a discussion of the Banks current retained earnings policy
target, see Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations Financial Condition Retained Earnings and Dividends.
The Banks Board of Directors recently approved a dividend in the form of capital stock for the
first quarter of 2011 at an annualized rate of 0.375 percent (which exceeds the upper end of the
Federal Reserves target for the federal funds rate for the fourth quarter of 2010 by 12.5 basis
points). The first quarter 2011 dividend, to be applied to average capital stock held during the
period from October 1, 2010 through December 31, 2010, is payable on March 31, 2011.
Effective February 28, 2011, the Bank entered into the JCE Agreement with the other 11 FHLBanks.
The JCE Agreement provides that upon satisfaction of the FHLBanks obligations to REFCORP, which
are currently expected to occur in 2011, the Bank (and each of the other FHLBanks) will, on a
quarterly basis, allocate at least 20 percent of its net income to a restricted retained earnings
account. Pursuant to the provisions of the JCE Agreement, the Bank will be required to build its
restricted retained earnings account to an amount equal to one percent of its total outstanding
consolidated obligations, which for this purpose is based on the most recent quarters average
carrying value of all outstanding consolidated obligations, excluding hedging adjustments. The JCE
Agreement provides that during periods in which the Banks restricted retained earnings account is
less than the amount prescribed in the preceding sentence, it may pay dividends only from
unrestricted retained earnings or from the
41
portion of its quarterly net income that exceeds the
amount required to be allocated to its restricted retained earnings
account. The provisions of the JCE Agreement are not currently expected to have an effect on the
Banks dividend payment practices. For additional information regarding the JCE Agreement, see Item
1 Business Capital Retained Earnings.
Pursuant to the terms of an SEC no-action letter dated September 13, 2005, the Bank is exempt from
the requirements to report: (1) sales of its equity securities under Item 701 of Regulation S-K and
(2) repurchases of its equity securities under Item 703 of Regulation S-K. In addition, the HER
Act specifically exempts the Bank from periodic reporting requirements under the securities laws
pertaining to the disclosure of unregistered sales of equity securities.
42
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Balance sheet (at year end) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
25,455,656 |
|
|
$ |
47,262,574 |
|
|
$ |
60,919,883 |
|
|
$ |
46,298,158 |
|
|
$ |
41,168,141 |
|
Investments (1)(2) |
|
|
12,268,954 |
|
|
|
13,491,819 |
|
|
|
17,388,015 |
|
|
|
16,400,655 |
|
|
|
13,429,450 |
|
Mortgage loans |
|
|
207,393 |
|
|
|
259,857 |
|
|
|
327,320 |
|
|
|
381,731 |
|
|
|
449,893 |
|
Allowance for credit losses on mortgage loans |
|
|
225 |
|
|
|
240 |
|
|
|
261 |
|
|
|
263 |
|
|
|
267 |
|
Total assets (2) |
|
|
39,690,070 |
|
|
|
65,092,076 |
|
|
|
78,932,898 |
|
|
|
63,458,256 |
|
|
|
55,457,966 |
|
Consolidated obligations discount notes |
|
|
5,131,978 |
|
|
|
8,762,028 |
|
|
|
16,745,420 |
|
|
|
24,119,433 |
|
|
|
8,225,787 |
|
Consolidated obligations bonds |
|
|
31,315,605 |
|
|
|
51,515,856 |
|
|
|
56,613,595 |
|
|
|
32,855,379 |
|
|
|
41,684,138 |
|
Total consolidated obligations(3) |
|
|
36,447,583 |
|
|
|
60,277,884 |
|
|
|
73,359,015 |
|
|
|
56,974,812 |
|
|
|
49,909,925 |
|
Mandatorily redeemable capital stock(4) |
|
|
8,076 |
|
|
|
9,165 |
|
|
|
90,353 |
|
|
|
82,501 |
|
|
|
159,567 |
|
Capital stock putable |
|
|
1,600,909 |
|
|
|
2,531,715 |
|
|
|
3,223,830 |
|
|
|
2,393,980 |
|
|
|
2,248,147 |
|
Retained earnings |
|
|
452,205 |
|
|
|
356,282 |
|
|
|
216,025 |
|
|
|
211,762 |
|
|
|
190,625 |
|
Accumulated other comprehensive income (loss) |
|
|
(62,702 |
) |
|
|
(65,965 |
) |
|
|
(1,435 |
) |
|
|
(570 |
) |
|
|
748 |
|
Total capital |
|
|
1,990,412 |
|
|
|
2,822,032 |
|
|
|
3,438,420 |
|
|
|
2,605,172 |
|
|
|
2,439,520 |
|
Dividends paid(4) |
|
|
8,816 |
|
|
|
7,807 |
|
|
|
75,078 |
|
|
|
108,641 |
|
|
|
110,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (5) |
|
$ |
234,366 |
|
|
$ |
76,476 |
|
|
$ |
150,358 |
|
|
$ |
223,026 |
|
|
$ |
216,292 |
|
Other income (loss) |
|
|
(14,259 |
) |
|
|
200,355 |
|
|
|
22,580 |
|
|
|
9,505 |
|
|
|
1,279 |
|
Other expense |
|
|
77,542 |
|
|
|
75,290 |
|
|
|
64,813 |
|
|
|
55,296 |
|
|
|
49,820 |
|
Assessments |
|
|
37,826 |
|
|
|
53,477 |
|
|
|
28,784 |
|
|
|
47,457 |
|
|
|
45,571 |
|
Net income |
|
|
104,739 |
|
|
|
148,064 |
|
|
|
79,341 |
|
|
|
129,778 |
|
|
|
122,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin(6) |
|
|
0.44 |
% |
|
|
0.11 |
% |
|
|
0.20 |
% |
|
|
0.40 |
% |
|
|
0.37 |
% |
Return on average assets (2) |
|
|
0.20 |
|
|
|
0.21 |
|
|
|
0.11 |
|
|
|
0.24 |
|
|
|
0.21 |
|
Return on average equity |
|
|
4.23 |
|
|
|
4.92 |
|
|
|
2.52 |
|
|
|
5.58 |
|
|
|
4.98 |
|
Return on average capital stock (7) |
|
|
4.92 |
|
|
|
5.39 |
|
|
|
2.73 |
|
|
|
6.18 |
|
|
|
5.42 |
|
Total average equity to average assets(2) |
|
|
4.65 |
|
|
|
4.30 |
|
|
|
4.23 |
|
|
|
4.22 |
|
|
|
4.29 |
|
Regulatory capital ratio(2)(8) |
|
|
5.19 |
|
|
|
4.45 |
|
|
|
4.47 |
|
|
|
4.24 |
|
|
|
4.69 |
|
Dividend payout ratio (4)(9) |
|
|
8.42 |
|
|
|
5.27 |
|
|
|
94.63 |
|
|
|
83.71 |
|
|
|
90.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges |
|
|
1.58 |
X |
|
|
1.26 |
X |
|
|
1.05 |
X |
|
|
1.07 |
X |
|
|
1.06 |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average effective federal funds rate (10) |
|
|
0.18 |
% |
|
|
0.16 |
% |
|
|
1.92 |
% |
|
|
5.02 |
% |
|
|
4.97 |
% |
|
|
|
(1) |
|
Investments consist of federal funds sold, loans to other FHLBanks, interest-bearing deposits and securities classified as held-to-maturity,
available-for-sale and trading. |
|
(2) |
|
In accordance with new accounting guidance that became effective on January 1, 2008, the Bank offsets the fair value amounts recognized
for the right to reclaim cash collateral or the obligation to return cash collateral against the fair value amounts recognized for derivative
instruments executed with the same counterparty under a master netting arrangement. Prior to the adoption of this guidance, the Bank
offset only the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting
arrangement. The investments and total asset balances at December 31, 2007 and 2006 have been adjusted to reflect the retrospective
application of this guidance. The Bank has determined that it is impractical to retrospectively restate the average balances in
periods prior to 2008; further, the Bank has determined that any such adjustments would not have had a material impact on the average
total asset balances for those periods. Accordingly, the asset-based performance ratios for periods prior to 2008 do not reflect any
adjustments for the retrospective application of this guidance. |
|
(3) |
|
The Bank is jointly and severally liable with the other FHLBanks for the payment of principal and interest on the consolidated obligations
of all of the FHLBanks. At December 31, 2010, 2009, 2008, 2007 and 2006, the outstanding consolidated obligations (at par value)
of all 12 FHLBanks totaled approximately $0.796 trillion, $0.931 trillion, $1.252 trillion, $1.190 trillion and $0.952 trillion, respectively.
As of those dates, the Banks outstanding consolidated obligations (at par value) were $36.2 billion, $59.9 billion, $72.9 billion, $57.0 billion and
$50.2 billion, respectively. |
|
(4) |
|
Mandatorily redeemable capital stock represents capital stock that is classified as a liability under GAAP. Dividends on mandatorily
redeemable capital stock are recorded as interest expense and excluded from dividends paid. Dividends paid on mandatorily redeemable
capital stock totaled $0.03 million, $0.2 million, $2.0 million, $6.6 million and $10.8 million for the years ended December 31, 2010, 2009,
2008, 2007 and 2006, respectively. |
|
(5) |
|
Net interest income excludes the net interest income/expense associated with interest rate exchange agreements that do not qualify
for hedge accounting. The net interest income (expense) associated with such agreements totaled $18.7 million, $107.6 million, $5.0 million,
($0.4 million) and ($2.2 million) for the years ended December 31, 2010, 2009, 2008, 2007 and 2006, respectively. |
|
(6) |
|
Net interest margin is net interest income as a percentage of average earning assets. |
|
(7) |
|
Return on average capital stock is derived by dividing net income by average capital stock balances excluding mandatorily redeemable
capital stock. |
|
(8) |
|
The regulatory capital ratio is computed by dividing regulatory capital (the sum of capital stock putable, mandatorily redeemable
capital stock and retained earnings) by total assets at each year-end. |
|
(9) |
|
Dividend payout ratio is computed by dividing dividends paid by net income for the year. |
|
(10) |
|
Rates obtained from the Federal Reserve Statistical Release. |
43
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be
read in conjunction with the annual audited financial statements and notes thereto for the years
ended December 31, 2010, 2009 and 2008 beginning on page F-1 of this Annual Report on Form 10-K.
Forward-Looking Information
This annual report contains forward-looking statements that reflect current beliefs and
expectations of the Bank about its future results, performance, liquidity, financial condition,
prospects and opportunities, including the prospects for the payment of future dividends. These
statements are identified by the use of forward-looking terminology, such as anticipates,
plans, believes, could, estimates, may, should, would, will, might, expects,
intends or their negatives or other similar terms. The Bank cautions that forward-looking
statements involve risks or uncertainties that could cause the Banks actual future results to
differ materially from those expressed or implied in these forward-looking statements, or could
affect the extent to which a particular objective, projection, estimate, or prediction is realized.
As a result, undue reliance should not be placed on such statements.
These risks and uncertainties include, without limitation, evolving economic and market conditions,
political events, and the impact of competitive business forces. The risks and uncertainties
related to evolving economic and market conditions include, but are not limited to, changes in
interest rates, changes in the Banks access to the capital markets, changes in the cost of the
Banks debt, adverse consequences resulting from a significant regional or national economic
downturn, credit and prepayment risks, or changes in the financial health of the Banks members or
non-member borrowers. Among other things, political events could possibly lead to changes in the
Banks regulatory environment or its status as a government-sponsored enterprise (GSE), or to
changes in the regulatory environment for the Banks members or non-member borrowers. Risks and
uncertainties related to competitive business forces include, but are not limited to, the potential
loss of large members or large borrowers through acquisitions or other means or changes in the
relative competitiveness of the Banks products and services for member institutions. For a more
detailed discussion of the risk factors applicable to the Bank, see Item 1A Risk Factors. The
Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed circumstances, or any other reason.
Overview
The Bank is one of 12 district Federal Home Loan Banks (each individually a FHLBank and
collectively the FHLBanks and, together with the Federal Home Loan Banks Office of Finance, a
joint office of the FHLBanks, the FHLBank System) that were created by the Federal Home Loan Bank
Act of 1932, as amended (the FHLB Act). The FHLBanks serve the public by enhancing the
availability of credit for residential mortgages, community lending, and targeted community
development. As independent, member-owned cooperatives, the FHLBanks seek to maintain a balance
between their public purpose and their ability to provide adequate returns on the capital supplied
by their members. Prior to July 30, 2008, the Federal Housing Finance Board (Finance Board) was
responsible for the supervision and regulation of the FHLBanks and the Office of Finance.
Effective with the enactment of the Housing and Economic Recovery Act of 2008 (the HER Act) on
July 30, 2008, the Federal Housing Finance Agency (Finance Agency), an independent agency in the
executive branch of the United States Government, assumed responsibility for supervising and
regulating the FHLBanks and the Office of Finance. The Finance Agencys stated mission is to
provide effective supervision, regulation and housing mission oversight of the FHLBanks to promote
their safety and soundness, support housing finance and affordable housing, and support a stable
and liquid mortgage market. Consistent with this mission, the Finance Agency establishes policies
and regulations covering the operations of the FHLBanks. The HER Act provided that all
regulations, orders, directives and determinations issued by the Finance Board prior to enactment
of the HER Act immediately transferred to the Finance Agency and remain in force unless modified,
terminated, or set aside by the Director of the Finance Agency. For a discussion regarding the
Finance Agencys recent rulemaking activities, see Item 1 Business Legislative and Regulatory
Developments.
44
The Bank serves eligible financial institutions in Arkansas, Louisiana, Mississippi, New Mexico and
Texas (collectively, the Ninth District of the FHLBank System). The Banks primary business is
lending relatively low cost funds (known as advances) to its member institutions, which include
commercial banks, thrifts, insurance companies and credit unions. Effective with the enactment of
the HER Act, Community Development Financial Institutions that are certified under the Community
Development Banking and Financial Institutions Act of 1994 are also eligible for membership in the
Bank. While not members of the Bank, state and local housing authorities that meet certain
statutory criteria may also borrow from the Bank. The Bank also maintains a portfolio of highly
rated investments for liquidity purposes and to provide additional earnings. Additionally, the
Bank holds interests in a portfolio of government-guaranteed/insured and conventional mortgage
loans that were acquired through the Mortgage Partnership Finance® (MPF®) Program offered by the
FHLBank of Chicago. Shareholders return on their investment includes dividends (which are
typically paid quarterly in the form of capital stock) and the value derived from access to the
Banks products and services. Historically, the Bank has balanced the financial rewards to
shareholders by seeking to pay a dividend that generally meets or exceeds the return on alternative
short-term money market investments available to shareholders, while lending funds at the lowest
rates expected to be compatible with that objective and its objective to build retained earnings
over time.
The Banks capital stock is not publicly traded and can only be held by members of the Bank, by
non-member institutions that acquire stock by virtue of acquiring member institutions, or by former
members of the Bank (including a federal or state agency or insurer acting as a receiver of a
closed institution) that retain capital stock to support advances or other activity that remains
outstanding or until any applicable stock redemption or withdrawal notice period expires. All
members must hold stock in the Bank. The Banks capital stock has a par value of $100 per share
and is purchased, redeemed, repurchased and transferred only at its par value. By regulation, the
parties to a transaction involving the Banks stock can include only the Bank and its member
institutions (or non-member institutions or former members, as described above). While a member
could transfer stock to another member of the Bank, that transfer could occur only upon approval of
the Bank and then only at par value. Members may redeem excess stock, or withdraw from membership
and redeem all outstanding capital stock, with five years written notice to the Bank.
The FHLBanks debt instruments (known as consolidated obligations) are their primary source of
funds and are the joint and several obligations of all 12 FHLBanks (see Item 1 Business).
Consolidated obligations are issued through the Office of Finance acting as agent for the FHLBanks
and generally are publicly traded in the over-the-counter market. The Bank records on its balance
sheet only those consolidated obligations for which it is the primary obligor. Consolidated
obligations are not obligations of the United States Government and the United States Government
does not guarantee them. Consolidated obligations are rated Aaa/P-1 by Moodys Investors Service
(Moodys) and AAA/A-1+ by Standard and Poors (S&P), which are the highest ratings available
from these nationally recognized statistical rating organizations (NRSROs). These ratings
indicate that Moodys and S&P have concluded that the FHLBanks have an extremely strong capacity to
meet their commitments to pay principal and interest on consolidated obligations, and that
consolidated obligations are judged to be of the highest quality, with minimal credit risk. The
ratings also reflect the FHLBank Systems status as a GSE. Historically, the FHLBanks GSE status
and highest available credit ratings on consolidated obligations have provided the FHLBanks with
excellent capital markets access. Deposits, other borrowings and the proceeds from capital stock
issued to members are also sources of funds for the Bank.
In addition to ratings on the FHLBanks consolidated obligations, each FHLBank is rated
individually by both S&P and Moodys. These individual FHLBank ratings apply to obligations of the
respective FHLBanks, such as interest rate derivatives, deposits, and letters of credit. As of
February 28, 2011, Moodys had assigned a deposit rating of Aaa/P-1 to each individual FHLBank and
none of the FHLBanks were on its Watchlist. At that same date, S&P had assigned long-term
counterparty credit ratings of AAA/A-1+ to 10 of the FHLBanks (including the Bank) and AA+/A-1+ to
the FHLBanks of Seattle and Chicago. In addition, as of February 28, 2011, S&P had assigned stable
outlooks to 11 of the FHLBanks and a negative outlook to the FHLBank of Seattle.
Shareholders, bondholders and prospective shareholders and bondholders should understand that these
ratings are not a recommendation to buy, hold or sell securities and they may be subject to
revision or withdrawal at any time by the NRSRO. The ratings from each of the NRSROs should be
evaluated independently.
45
The Bank conducts its business and fulfills its public purpose primarily by acting as a financial
intermediary between its members and the capital markets. The intermediation of the timing,
structure, and amount of its members credit needs with the investment requirements of the Banks
creditors is made possible by the extensive use of interest rate exchange agreements, including
interest rate swaps, caps and swaptions. The Banks interest rate exchange agreements are
accounted for in accordance with the provisions of Topic 815 of the Financial Accounting Standards
Board Accounting Standards Codification entitled Derivatives and Hedging (ASC 815). For a
discussion of ASC 815, see the sections below entitled Financial Condition Derivatives and
Hedging Activities and Critical Accounting Policies and Estimates.
The Bank considers its core earnings to be net earnings exclusive of: (1) gains or losses on the
sales of investment securities, if any; (2) gains or losses on the retirement or transfer of debt,
if any; (3) prepayment fees on advances; (4) fair value adjustments (except for net interest
payments) associated with derivatives and hedging activities and assets and liabilities carried at
fair value; and (5) realized gains and losses associated with early terminations of derivative
transactions. The Banks core earnings are generated primarily from net interest income and
typically tend to rise and fall with the overall level of interest rates, particularly short-term
money market rates. Because the Bank is a cooperatively owned wholesale institution, the spread
component of its net interest income is much smaller than a typical commercial bank, and a
relatively larger portion of its net interest income is derived from the investment of its capital.
The Bank endeavors to maintain a fairly neutral interest rate risk profile. As a result, the
Banks capital is effectively invested in shorter-term assets and its core earnings and returns on
capital stock (based on core earnings) generally tend to track short-term interest rates. The
Banks profitability objective is to achieve a rate of return on members capital stock investment
sufficient to allow the Bank to meet its retained earnings growth objectives and pay dividends on
capital stock at rates that equal or exceed the average federal funds rate. The following table
summarizes the Banks return on average capital stock (based on reported results), the average
effective federal funds rate and the Banks dividend payment rate for the years ended December 31,
2010, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average capital stock |
|
|
4.92 |
% |
|
|
5.39 |
% |
|
|
2.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average effective federal funds rate |
|
|
0.18 |
% |
|
|
0.16 |
% |
|
|
1.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of dividend rates paid
(1) |
|
|
0.375 |
% |
|
|
0.25 |
% |
|
|
2.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference average effective federal
funds rate (reference rate) (2) |
|
|
0.16 |
% |
|
|
0.25 |
% |
|
|
2.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference average target federal
funds rate (reference target rate) (2) |
|
|
0.25 |
% |
|
|
0.46 |
% |
|
|
2.95 |
% |
|
|
|
(1) |
|
Computed as the average of the dividend rates paid in each quarter during the year weighted
by the number of days in each quarter. |
|
(2) |
|
See discussion below for a description of the reference rate and the reference target rate. |
For a discussion of the Banks annual returns on capital stock and the reasons for the
variability in those returns from year to year, see the section below entitled Results of
Operations.
46
The Banks quarterly dividends are based upon its operating results, shareholders average capital
stock holdings and the average federal funds rate for the immediately preceding quarter. While the
Bank has had a long-standing practice of paying quarterly dividends, future dividend payments
cannot be assured.
To provide more meaningful comparisons between the average effective federal funds rate, the
average target federal funds rate and the Banks dividend rate, the above table sets forth a
reference average effective federal funds rate and a reference average target federal funds
rate. For the years ended December 31, 2010, 2009 and 2008, the reference average effective
federal funds rate reflects the average effective federal funds rate for the periods from October
1, 2009 through September 30, 2010, from October 1, 2008 through September 30, 2009 and from
October 1, 2007 through September 30, 2008, respectively, and the average target federal funds rate
reflects the average of the upper end of the Federal Reserves target for the federal funds rate
for those same periods. For additional discussion regarding the Banks dividend declaration and
payment process, see the section entitled Financial Condition Retained Earnings and Dividends.
The Bank operates in only one reportable segment. All of the Banks revenues are derived from U.S.
operations.
Financial Market Conditions
Credit market conditions during 2010 continued the trend of noticeable improvement that began in
late 2008 and continued throughout 2009. Short-term interest rates remained relatively stable
throughout 2010, while long-term rates declined. The economy continued to expand in 2010, with
credit spreads tightening and equity markets improving following the European sovereign debt
concerns in the second quarter and the announcement of the Federal Reserve actions discussed below.
On November 3, 2010, the Federal Reserve announced that it intends to purchase $600 billion of
longer-term U.S. Government bonds by the end of the second quarter of 2011 (a pace of about $75
billion per month) in an effort to promote a stronger pace of economic recovery and foster maximum
employment and price stability. The Federal Reserve left open the possibility of taking additional
actions if economic growth does not accelerate in the coming months.
In 2008, the U.S. and other governments and their central banks developed and implemented
aggressive initiatives in an effort to provide support for and to restore the functioning of the
global credit markets. Those programs included the implementation by the United States Department
of the Treasury (the Treasury) of the Troubled Asset Relief Program (TARP) authorized by
Congress in October 2008 and the Federal Reserves purchases of commercial paper, agency debt
securities (including FHLBank debt) and mortgage-backed securities. In addition, the Federal
Reserves discount window lending and Term Auction Facility (TAF) for auctions of short-term
liquidity, the expansion of insured deposit limits and the Federal Deposit Insurance Corporations
Temporary Liquidity Guarantee Program (TLGP) provided additional liquidity support for depository
institutions. As conditions improved in 2009, the level of support provided by some of these
government programs stabilized or contracted. The TARP, TLGP and TAF programs expired in 2010.
In addition to those actions to provide additional direct liquidity to the markets, the Federal
Reserve Board, through its Federal Open Market Committee, reduced its target for the federal funds
rate first from 2.00 percent to 1.00 percent in two steps during October 2008, and then
subsequently reduced the target to a range between 0 and 0.25 percent. The Federal Open Market
Committee maintained its target for the federal funds rate at a range between 0 and 0.25 percent
throughout 2009 and 2010. In October 2008, the Federal Reserve began paying interest on required
and excess reserves held by depository institutions. During 2009 and 2010, this interest was paid
at a rate equivalent to the upper boundary of the target range for federal funds. A significant and
sustained increase in bank reserves during those years combined with the rate of interest being
paid on those reserves has contributed to a decline in the volume of transactions taking place in
the overnight federal funds market and an effective federal funds rate that has generally been
below the upper end of the targeted range for most of 2009 and 2010.
One- and three-month LIBOR rates fell from 3.93 percent and 4.05 percent, respectively, at
September 30, 2008 to 0.44 percent and 1.43 percent, respectively, as of December 31, 2008. One-
and three-month LIBOR rates stabilized and the spread between those rates shrank during 2009, with
one- and three-month LIBOR ending the year at 0.23 percent
and 0.25 percent, respectively. One- and three-month LIBOR were 0.26 percent and 0.30
percent,
47
respectively, at the end of 2010. More stable one- and three-month LIBOR rates, combined
with smaller spreads between those two indices and between those indices and overnight lending
rates, suggest some degree of general improvement in the inter-bank lending markets.
The following table presents information on various market interest rates at December 31, 2010 and
2009 and various average market interest rates for the years ended December 31, 2010, 2009 and
2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Rate |
|
Average Rate |
|
|
December 31, |
|
December 31, |
|
For the Year Ended December 31, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
2008 |
Federal Funds Target (1) |
|
|
0.25 |
% |
|
|
0.25 |
% |
|
|
0.25 |
% |
|
|
0.25 |
% |
|
|
2.08 |
% |
Average Effective
Federal Funds Rate (2) |
|
|
0.13 |
% |
|
|
0.05 |
% |
|
|
0.18 |
% |
|
|
0.16 |
% |
|
|
1.92 |
% |
1-month LIBOR (1) |
|
|
0.26 |
% |
|
|
0.23 |
% |
|
|
0.27 |
% |
|
|
0.33 |
% |
|
|
2.68 |
% |
3-month
LIBOR (1) |
|
|
0.30 |
% |
|
|
0.25 |
% |
|
|
0.34 |
% |
|
|
0.69 |
% |
|
|
2.93 |
% |
2-year LIBOR
(1) |
|
|
0.80 |
% |
|
|
1.42 |
% |
|
|
0.93 |
% |
|
|
1.41 |
% |
|
|
2.94 |
% |
5-year LIBOR
(1) |
|
|
2.17 |
% |
|
|
2.98 |
% |
|
|
2.16 |
% |
|
|
2.65 |
% |
|
|
3.69 |
% |
10-year
LIBOR (1) |
|
|
3.38 |
% |
|
|
3.97 |
% |
|
|
3.25 |
% |
|
|
3.44 |
% |
|
|
4.24 |
% |
3-month U.S.
Treasury
(1) |
|
|
0.12 |
% |
|
|
0.06 |
% |
|
|
0.14 |
% |
|
|
0.15 |
% |
|
|
1.45 |
% |
2-year U.S.
Treasury
(1) |
|
|
0.61 |
% |
|
|
1.14 |
% |
|
|
0.70 |
% |
|
|
0.96 |
% |
|
|
2.00 |
% |
5-year U.S.
Treasury
(1) |
|
|
2.01 |
% |
|
|
2.69 |
% |
|
|
1.93 |
% |
|
|
2.20 |
% |
|
|
2.79 |
% |
10-year U.S.
Treasury
(1) |
|
|
3.30 |
% |
|
|
3.85 |
% |
|
|
3.22 |
% |
|
|
3.26 |
% |
|
|
3.64 |
% |
|
|
|
(1) |
|
Source: Bloomberg |
|
(2) |
|
Source: Federal Reserve Statistical Release |
Economic conditions in the United States continued to show moderate signs of improvement during
2010. The gross domestic product increased 2.8 percent in 2010, in contrast to a 2.6 percent
decrease in 2009. The unemployment rate fell 0.5 percent during 2010, but remained high at 9.4
percent at the end of the year. Month-over-month home sales increased leading up to the expiration
on April 30, 2010 of a federal tax credit available to homebuyers, then declined in May and
remained relatively low throughout the remainder of the year. Policy makers have cautiously
interpreted recent economic data to indicate that certain aspects of the economy are continuing to
improve but at a slow pace. Despite early signs of economic improvement, the sustainability and
extent of the improved economic conditions, and the prospects for and potential timing of further
improvements (in particular, employment growth and housing market conditions), remain uncertain.
2010 In Summary
|
|
|
The Bank ended 2010 with total assets of $39.7 billion and total advances of $25.5
billion, a decrease from $65.1 billion and $47.3 billion, respectively, at the end of 2009.
The decrease in advances for 2010 was attributable in large part to the repayment of
approximately $17.7 billion of advances by the Banks two largest borrowers, as further
discussed in the section below entitled Financial Condition Advances. The remaining
decline in advances during 2010 was attributable to a general decline in member demand that
the Bank believes was due largely to increases in members liquidity levels and reduced
lending activity due to weak economic conditions. |
|
|
|
|
The Banks net income for 2010 was $104.7 million. Net interest income was $234.4
million and net losses on derivatives and hedging activities were $17.7 million. The
Banks net interest income excludes net interest payments associated with economic hedge
derivatives, which also contributed to the Banks income before assessments of $142.6
million for 2010. Had the net interest income on economic hedge derivatives been included
in net interest income, both the Banks net interest income and its net losses on
derivatives and hedging activities would have been higher by $18.7 million for the year
ended December 31, 2010. |
48
|
|
|
The Banks net interest income for 2010 was positively impacted by higher yields on the
Banks portfolio of collateralized mortgage obligations (CMOs). During the year, the
Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage
Association (Fannie Mae) repurchased delinquent loans from the mortgage pools underlying
their guaranteed CMOs. The repayments resulting from these repurchases resulted in
approximately $13.5 million of accelerated accretion of the purchase discounts associated
with the Banks investments in certain of these securities during the first half of 2010.
Such repurchases by Fannie Mae and Freddie Mac did not have a significant impact on the
Banks net interest income during the second half of 2010, nor are they expected to have a
significant impact on the Banks net interest income in future periods. |
|
|
|
|
The $17.7 million in net losses on derivatives and hedging activities for the year
included $18.7 million of net interest income on interest rate swaps accounted for as
economic hedge derivatives, $0.4 million of net ineffectiveness-related losses on fair
value hedges and $36.0 million of net losses on economic hedge derivatives (excluding net
interest settlements), which were attributable primarily to the Banks stand-alone interest
rate caps. |
|
|
|
|
The Bank held $9.3 billion (notional) of interest rate swaps recorded as economic hedge
derivatives with a net positive fair value of $16.2 million (excluding accrued interest) at
December 31, 2010. If these swaps are held to maturity, these net unrealized gains will
ultimately reverse in future periods in the form of unrealized losses as the values of these
derivatives decline to zero. The timing of this reversal will depend on the future
estimated values of these derivatives, which will generally depend on the level and
volatility of then-current and projected interest rates over the remaining lives of the
derivatives. In addition, as of December 31, 2010, the Bank held $3.7 billion (notional) of
stand-alone interest rate cap agreements with a fair value of $19.6 million that hedge CMO
LIBOR floaters with embedded caps. If these agreements are held to maturity, the value of
the caps will ultimately decline to zero and be recorded as a loss in net gains (losses) on
derivatives and hedging activities in future periods. |
|
|
|
|
The Banks operating results for 2010 included credit-related other-than-temporary
impairment charges of $2.6 million on certain of its investments in non-agency residential
mortgage-backed securities. For a discussion of the Banks analysis, see Note 6 to the
Banks audited financial statements included in this report. If the actual and/or
projected performance of the loans underlying the Banks holdings of non-agency residential
mortgage-backed securities deteriorates beyond managements current expectations, the Bank
could recognize additional losses on the securities that it has already determined to be
other-than-temporarily impaired and/or losses on its investments in non-agency residential
mortgage-backed securities that have not previously been determined to be
other-than-temporarily impaired. The Bank is currently unable to predict the impact, if
any, that recent foreclosure moratoriums may have on the collectibility of its investments
in non-agency residential mortgage-backed securities. |
|
|
|
|
At all times during 2010, the Bank was in compliance with all of its regulatory capital
requirements. In addition, the Banks retained earnings increased to $452.2 million at
December 31, 2010 from $356.3 million at December 31, 2009. |
|
|
|
|
During 2010, the Bank paid dividends totaling $8.8 million; the quarterly dividends
during the year were paid at rates equal to the upper end of the Federal Reserves target
for the federal funds rate plus 12.5 basis points for the applicable reference periods.
While there can be no assurances about 2011 earnings, dividends, or regulatory actions, the
Bank currently anticipates that its 2011 earnings will be sufficient both to pay quarterly
dividends at a rate equal to or slightly above the upper end of the Federal Reserves
target for the federal funds rate and to continue building retained earnings. In addition,
the Bank currently expects to continue its quarterly repurchases of surplus stock. |
49
Financial Condition
The following table provides selected period-end balances as of December 31, 2010, 2009 and 2008,
as well as selected average balances for the years ended December 31, 2010, 2009 and 2008. As
shown in the table, the Banks total assets decreased by 39.0 percent (or $25.4 billion) during the
year ended December 31, 2010 after decreasing by 17.5 percent (or $13.8 billion) during the year
ended December 31, 2009. The decrease in total assets during the year ended December 31, 2010 was
primarily attributable to a $21.8 billion decrease in advances and a $2.9 billion decrease in
held-to-maturity securities. As the Banks assets decreased, the funding for those assets also
decreased. During the year ended December 31, 2010, total consolidated obligations decreased by
$23.8 billion, as consolidated obligation bonds decreased by $20.2 billion and consolidated
obligation discount notes declined by $3.6 billion.
During the year ended December 31, 2009, the decrease in total assets was due largely to a $13.7
billion decrease in advances. The funding for those assets also decreased during the year ended
December 31, 2009, as consolidated obligation bonds decreased by $5.1 billion and consolidated
obligation discount notes declined by $8.0 billion.
The activity in each of the major balance sheet captions is discussed in the sections following the
table.
SUMMARY OF CHANGES IN FINANCIAL CONDITION
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
Balance at |
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
|
|
|
Increase (Decrease) |
|
|
December 31, |
|
|
|
Balance |
|
|
Amount |
|
|
Percentage |
|
|
Balance |
|
|
Amount |
|
|
Percentage |
|
|
2008 |
|
Advances |
|
$ |
25,456 |
|
|
$ |
(21,807 |
) |
|
|
(46.1) |
% |
|
$ |
47,263 |
|
|
$ |
(13,657 |
) |
|
|
(22.4) |
% |
|
$ |
60,920 |
|
Short-term liquidity holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing excess cash balances (1) |
|
|
1,600 |
|
|
|
(2,000 |
) |
|
|
(55.6 |
) |
|
|
3,600 |
|
|
|
3,600 |
|
|
|
* |
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,684 |
) |
|
|
(100.0 |
) |
|
|
3,684 |
|
Federal funds sold |
|
|
3,767 |
|
|
|
1,704 |
|
|
|
82.6 |
|
|
|
2,063 |
|
|
|
191 |
|
|
|
10.2 |
|
|
|
1,872 |
|
Long-term investments (2) |
|
|
8,496 |
|
|
|
(2,929 |
) |
|
|
(25.6 |
) |
|
|
11,425 |
|
|
|
(404 |
) |
|
|
(3.4 |
) |
|
|
11,829 |
|
Mortgage loans, net |
|
|
207 |
|
|
|
(53 |
) |
|
|
(20.4 |
) |
|
|
260 |
|
|
|
(67 |
) |
|
|
(20.5 |
) |
|
|
327 |
|
Total assets |
|
|
39,690 |
|
|
|
(25,402 |
) |
|
|
(39.0 |
) |
|
|
65,092 |
|
|
|
(13,841 |
) |
|
|
(17.5 |
) |
|
|
78,933 |
|
Consolidated obligations bonds |
|
|
31,316 |
|
|
|
(20,200 |
) |
|
|
(39.2 |
) |
|
|
51,516 |
|
|
|
(5,098 |
) |
|
|
(9.0 |
) |
|
|
56,614 |
|
Consolidated obligations discount notes |
|
|
5,132 |
|
|
|
(3,630 |
) |
|
|
(41.4 |
) |
|
|
8,762 |
|
|
|
(7,983 |
) |
|
|
(47.7 |
) |
|
|
16,745 |
|
Total consolidated obligations |
|
|
36,448 |
|
|
|
(23,830 |
) |
|
|
(39.5 |
) |
|
|
60,278 |
|
|
|
(13,081 |
) |
|
|
(17.8 |
) |
|
|
73,359 |
|
Mandatorily redeemable capital stock |
|
|
8 |
|
|
|
(1 |
) |
|
|
(11.1 |
) |
|
|
9 |
|
|
|
(81 |
) |
|
|
(90.0 |
) |
|
|
90 |
|
Capital stock |
|
|
1,601 |
|
|
|
(931 |
) |
|
|
(36.8 |
) |
|
|
2,532 |
|
|
|
(692 |
) |
|
|
(21.5 |
) |
|
|
3,224 |
|
Retained earnings |
|
|
452 |
|
|
|
96 |
|
|
|
27.0 |
|
|
|
356 |
|
|
|
140 |
|
|
|
64.8 |
|
|
|
216 |
|
Average total assets |
|
|
53,143 |
|
|
|
(16,875 |
) |
|
|
(24.1 |
) |
|
|
70,018 |
|
|
|
(4,623 |
) |
|
|
(6.2 |
) |
|
|
74,641 |
|
Average capital stock |
|
|
2,128 |
|
|
|
(621 |
) |
|
|
(22.6 |
) |
|
|
2,749 |
|
|
|
(162 |
) |
|
|
(5.6 |
) |
|
|
2,911 |
|
Average mandatorily redeemable capital stock |
|
|
7 |
|
|
|
(49 |
) |
|
|
(87.5 |
) |
|
|
56 |
|
|
|
(1 |
) |
|
|
(1.8 |
) |
|
|
57 |
|
|
|
|
* |
|
The percentage increase is not meaningful. |
|
(1) |
|
Represents excess cash held at the Federal Reserve Bank of Dallas. These amounts are classified as
Cash and Due From Banks in the Banks statements of condition. |
|
(2) |
|
Consists of securities classified as held-to-maturity and available-for-sale. |
50
Advances
The following table presents advances outstanding, by type of institution, as of December 31, 2010,
2009 and 2008.
ADVANCES OUTSTANDING BY BORROWER TYPE
(par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
Commercial banks |
|
$ |
19,708 |
|
|
|
79 |
% |
|
$ |
41,924 |
|
|
|
89 |
% (1) |
|
$ |
29,889 |
|
|
|
50 |
% |
Thrifts |
|
|
3,686 |
|
|
|
15 |
|
|
|
3,249 |
|
|
|
7 |
(1) |
|
|
27,687 |
|
|
|
46 |
|
Credit unions |
|
|
1,215 |
|
|
|
5 |
|
|
|
1,347 |
|
|
|
3 |
|
|
|
1,565 |
|
|
|
3 |
|
Insurance companies |
|
|
336 |
|
|
|
1 |
|
|
|
301 |
|
|
|
1 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total member advances |
|
|
24,945 |
|
|
|
100 |
|
|
|
46,821 |
|
|
|
100 |
|
|
|
59,384 |
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housing associates |
|
|
60 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
131 |
|
|
|
|
|
Non-member borrowers |
|
|
56 |
|
|
|
|
|
|
|
76 |
|
|
|
|
|
|
|
730 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value of advances |
|
$ |
25,061 |
|
|
|
100 |
% |
|
$ |
46,908 |
|
|
|
100 |
% |
|
$ |
60,245 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value of advances
outstanding to CFIs (2) |
|
$ |
6,908 |
|
|
|
28 |
% |
|
$ |
9,758 |
|
|
|
21 |
% |
|
$ |
11,530 |
|
|
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During 2009, the thrift charter of Wachovia Bank, FSB was converted to a national bank charter and
then merged into Wells Fargo Bank South Central, National Association. This institution had outstanding
advances of $18.2 billion at December 31, 2009. These actions were the primary reason for the significant
increase in advances to commercial banks (and corresponding decrease in advances to thrift institutions)
between December 31, 2008 and December 31, 2009. |
|
(2) |
|
The figures presented above reflect the advances outstanding to Community Financial Institutions (CFIs)
as of December 31, 2010, 2009 and 2008 based upon the definitions of CFIs that applied as of those dates. |
At December 31, 2010, the carrying value of the Banks advances portfolio totaled $25.5
billion, compared to $47.3 billion and $60.9 billion at December 31, 2009 and 2008, respectively.
The par value of advances outstanding at December 31, 2010, 2009 and 2008 was $25.1 billion, $46.9
billion and $60.2 billion, respectively.
Advances to members grew steadily over the course of the first nine months of 2008, peaking near
the end of the third quarter of that year when conditions in the financial markets were
particularly unsettled. Advances growth during this period was generally spread across all
segments of the Banks membership base, as the then prevailing credit market conditions appeared to
lead members to increase their borrowings in order to increase their liquidity, to take advantage
of borrowing rates that were relatively attractive compared with alternative wholesale funding
sources, to take advantage of investment opportunities and/or to lengthen the maturity of their
liabilities at a
relatively low cost. Advances have subsequently declined as market conditions calmed and the
economy weakened. From September 30, 2008 through December 31, 2010, outstanding advances (at par
value) declined $42.8 billion or approximately 63 percent.
During 2009, advances to the Banks five largest borrowers decreased by $8.3 billion, contributing
significantly to the overall decline in advances balances during the year. Advances to Wells Fargo
Bank South Central, National Association (WFSC), Comerica Bank and Guaranty Bank (Guaranty)
declined by $4.0 billion, $2.0 billion and $2.2 billion, respectively, during 2009. On August 21,
2009, the Office of Thrift Supervision closed Guaranty and the FDIC was named receiver. Guaranty
was the Banks third largest borrower and shareholder at August 21, 2009,
51
with $2.0 billion of
advances outstanding at that date; all of these advances were repaid in August and September 2009.
The remaining decline in advances during 2009 was spread broadly across the Banks members.
During 2010, advances to the Banks five largest borrowers decreased by $17.8 billion. Advances to
WFSC and Comerica Bank (the Banks two largest borrowers as of December 31, 2009 and 2010) declined
by $14.2 billion and $3.5 billion, respectively, including prepayments totaling $10.3 billion and
$2.0 billion, respectively, during the third quarter of 2010. The remaining decline in outstanding
advances of $4.0 billion during 2010 was spread broadly across the Banks members. The Bank
believes the decline in advances was due largely to increases in members liquidity levels, which
were primarily the result of recent growth in their deposits and reduced lending activity due to
weak economic conditions.
At December 31, 2010, advances outstanding to the Banks five largest borrowers totaled $9.5
billion, representing 37.8 percent of the Banks total outstanding advances as of that date. The
following table presents the Banks five largest borrowers as of December 31, 2010.
FIVE LARGEST BORROWERS
(Par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010 |
|
|
|
|
|
|
|
Percent of |
|
|
|
Par Value of |
|
|
Total Par Value |
|
Name |
|
Advances |
|
|
of Advances |
|
Wells Fargo Bank South Central, National Association |
|
$ |
3,998 |
|
|
|
16.0 |
% |
Comerica Bank |
|
|
2,500 |
|
|
|
10.0 |
|
Beal Bank Nevada (1) |
|
|
1,435 |
|
|
|
5.7 |
|
International Bank of Commerce |
|
|
950 |
|
|
|
3.8 |
|
First National Bank (Edinburg, Texas) |
|
|
584 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
$ |
9,467 |
|
|
|
37.8 |
% |
|
|
|
|
|
|
|
|
|
|
(1) |
|
Beal Bank Nevada is chartered in Nevada, but maintains its home office in Plano, TX. |
As of December 31, 2009 and 2008, advances outstanding to the Banks five largest borrowers
comprised $27.2 billion (58.1 percent) and $35.6 billion (59.2 percent), respectively, of the total
advances portfolio.
The following table presents information regarding the composition of the Banks advances by
product type as of December 31, 2010 and 2009.
ADVANCES OUTSTANDING BY PRODUCT TYPE
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
Balance |
|
|
of Total |
|
|
Balance |
|
|
of Total |
|
Fixed rate |
|
$ |
15,582 |
|
|
|
62.2 |
% |
|
$ |
19,035 |
|
|
|
40.6 |
% |
Adjustable/variable rate indexed |
|
|
6,765 |
|
|
|
27.0 |
|
|
|
24,591 |
|
|
|
52.4 |
|
Amortizing |
|
|
2,714 |
|
|
|
10.8 |
|
|
|
3,282 |
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
$ |
25,061 |
|
|
|
100.0 |
% |
|
$ |
46,908 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
52
The Bank is required by statute and regulation to obtain sufficient collateral from members to
fully secure all advances and other extensions of credit. The Banks collateral arrangements with
its members and the types of collateral it accepts to secure advances are described in Item 1
Business. To ensure the value of collateral pledged to the Bank is sufficient to secure its
advances, the Bank applies various haircuts, or discounts, to determine the value of the collateral
against which members may borrow. From time to time, the Bank reevaluates the adequacy of its
collateral haircuts under a range of stress scenarios to ensure that its collateral haircuts are
sufficient to protect the Bank from credit losses on advances.
In addition, as described in Item 1 Business, the Bank reviews the financial condition of its
depository institution members on at least a quarterly basis to identify any members whose
financial condition indicates they might pose an increased credit risk and, as needed, takes
appropriate action. The Bank has not experienced any credit losses on advances since it was
founded in 1932 and, based on its credit extension and collateral policies, management currently
does not anticipate any credit losses on advances. Accordingly, the Bank has not provided any
allowance for losses on advances.
Short-Term Liquidity Portfolio
At December 31, 2010, the Banks short-term liquidity portfolio was comprised of $3.8 billion of
overnight federal funds sold to domestic bank counterparties and $1.6 billion of non-interest
bearing excess cash balances held at the Federal Reserve Bank of Dallas. At December 31, 2009, the
Banks short-term liquidity portfolio was comprised of $2.1 billion of overnight federal funds sold
to domestic bank counterparties and $3.6 billion of non-interest bearing excess cash balances held
at the Federal Reserve Bank of Dallas. The amount of the Banks short-term liquidity portfolio
fluctuates in response to several factors, including the anticipated demand for advances, the
timing and extent of advance prepayments, changes in the Banks deposit balances, the Banks
pre-funding activities, changes in the returns provided by short-term investment alternatives
relative to the Banks discount note funding costs, and the level of liquidity needed to satisfy
Finance Agency requirements. (For a discussion of the Finance Agencys liquidity requirements, see
the section below entitled Liquidity and Capital Resources.)
Finance Agency regulations and Bank policies govern the Banks investments in unsecured money
market instruments such as overnight and term federal funds and commercial paper. Those regulations
and policies establish limits on the amount of unsecured credit that may be extended to borrowers
or to affiliated groups of borrowers, and require the Bank to base its investment limits on the
long-term credit ratings of its counterparties.
As of December 31, 2010, the Banks overnight federal funds sold consisted of $1.7 billion sold to
counterparties rated double-A, $1.8 billion sold to counterparties rated single-A and $0.3 billion
sold to counterparties rated triple-B. The credit ratings presented in the preceding sentence
represent the lowest long-term rating assigned to the counterparty by Moodys, S&P or Fitch
Ratings, Ltd. (Fitch).
Long-Term Investments
At December 31, 2010, 2009 and 2008, the Banks long-term investment portfolio (at carrying value)
was comprised of approximately $8.4 billion, $11.3 billion and $11.7 billion, respectively, of
mortgage-backed securities (MBS) and $0.1 billion, $0.1 billion and $0.1 billion, respectively,
of U.S. agency debentures. At December 31, 2010, all of the Banks long-term investments were
classified as held-to-maturity.
Prior to June 30, 2008, the Bank was precluded from purchasing additional MBS if such purchase
would cause the aggregate book value of its MBS holdings to exceed 300 percent of the Banks total
regulatory capital (an amount equal to the Banks retained earnings plus amounts paid in for Class
B stock, regardless of its classification as equity or liabilities for financial reporting
purposes). On March 24, 2008, the Board of Directors of the Finance Board passed a resolution that
authorized each FHLBank to temporarily invest up to an additional 300 percent of its total capital
in agency mortgage securities. The resolution required, among other things, that a FHLBank notify
the Finance Board (now Finance Agency) prior to its first acquisition under the expanded authority
and include in its notification a description of the risk management practices underlying its
purchases. The expanded authority was limited to MBS issued by, or backed by pools of mortgages
guaranteed by, Fannie Mae or Freddie Mac, including CMOs or real estate mortgage investment
conduits backed by such MBS. The mortgage loans underlying any securities that were purchased
under this expanded authority had to be originated after January 1, 2008, and
53
underwritten to conform to standards imposed by the federal banking agencies in the
Interagency Guidance on Nontraditional Mortgage Product Risks dated October 4, 2006, and the
Statement on Subprime Mortgage Lending dated July 10, 2007.
On April 23, 2008, the Banks Board of Directors authorized an increase in the Banks MBS
investment authority of 100 percent of its total regulatory capital. In accordance with the
provisions of the resolution and Advisory Bulletin 2008-AB-01, Temporary Increase in
Mortgage-Backed Securities Investment Authority dated April 3, 2008 (AB 2008-01), the Bank
notified the Finance Boards Office of Supervision on April 29, 2008 of its intent to exercise the
new investment authority in an amount up to an additional 100 percent of capital. On June 30,
2008, the Office of Supervision approved the Banks submission, thereby raising the Banks MBS
investment authority from 300 percent to 400 percent of its total regulatory capital.
The Banks expanded investment authority granted by this authorization expired on March 31, 2010.
Accordingly, the Bank may no longer purchase additional mortgage securities if such purchases would
cause the aggregate book value of its MBS holdings to exceed an amount equal to 300 percent of its
total regulatory capital. However, the Bank is not required to sell any agency mortgage securities
it purchased in accordance with the terms of the authorization.
As of December 31, 2010, the Bank held $8.4 billion of MBS (at carrying value), which represented
410 percent of its total regulatory capital. Due to the expiration of the incremental MBS
investment authority and shrinkage of its capital base due to reductions in member borrowings, the
Bank does not currently anticipate that it will have the capacity to purchase any MBS in 2011.
Currently, the Bank has capacity under applicable policies and regulations to purchase certain
other types of highly rated long-term investments and it may elect to purchase such securities if
attractive opportunities to do so are available.
On July 23, 2010, the Banks Board of Directors approved an amendment to the Banks Risk Management
Policy which removes the Banks authority to purchase non-agency (i.e., private-label) MBS. With
the exception of one security acquired in October 2006, the Bank has not acquired any non-agency
MBS since 2005.
During the year ended December 31, 2010, the Bank acquired (based on trade date) $1.1 billion of
long-term investments, all of which were LIBOR-indexed floating rate CMOs issued by either Fannie
Mae or Freddie Mac that it designated as held-to-maturity. As further described below, the floating
rate coupons of these securities are subject to interest rate caps. During this same year, the
proceeds from maturities of long-term securities designated as held-to-maturity totaled
approximately $4.1 billion. The Bank did not sell any long-term securities during 2010.
During the year ended December 31, 2009, the Bank acquired (based on trade date) $2.9 billion ($3.0
billion par value) of long-term investments, all of which were LIBOR-indexed floating rate CMOs
issued by either Fannie Mae or Freddie Mac that the Bank designated as held-to-maturity. As
further described below, the floating rate coupons of these securities are also subject to interest
rate caps. During the year, proceeds from maturities of long-term securities designated as
held-to-maturity and available-for-sale totaled approximately $3.2 billion and $42.5 million,
respectively. In March 2009, the Bank sold an available-for-sale security (specifically, a
government-sponsored enterprise mortgage-backed security) with an amortized cost (determined by the
specific identification method) of $86.2 million. Proceeds from the sale totaled $87.0 million,
resulting in a gross realized gain of $0.8 million. The Bank did not sell any other long-term
investments during the year ended December 31, 2009.
During the year ended December 31, 2008, the Bank acquired (based on trade date) $6.2 billion of
long-term investments, all of which had settled as of December 31, 2008. The Bank acquired $5.8
billion ($6.0 billion par value) of LIBOR-indexed floating rate CMOs issued by either Fannie Mae or
Freddie Mac that it designated as held-to-maturity and one LIBOR-indexed floating rate CMO issued
by Fannie Mae (a $97.7 million par value security that the Bank acquired in June 2008 at a cost of
$93.3 million), which the Bank classified as available-for-sale. The floating rate coupons of all
of these securities are also subject to interest rate caps. In addition, during the first quarter
of 2008, the Bank purchased $257 million ($250 million par value) of U.S. agency debentures; these
investments were classified as available-for-sale and hedged with fixed-for-floating interest rate
swaps. In April 2008, the Bank sold all of the U.S. agency debentures that it had acquired during
the first quarter of 2008 and terminated the associated interest rate swaps. The realized gains on
the sales of these available-for-sale securities totaled $2.8 million. This action was taken in
response to favorable opportunities in the market at that time. In
54
addition, on October 29, 2008, the Bank sold a U.S. agency debenture classified as
available-for-sale. Proceeds from the sale totaled $56.5 million, resulting in a realized loss at
the time of sale of $3.7 million, of which $2.5 million had been recognized in the third quarter of
2008 as an other-than-temporary impairment charge because the Bank no longer had the intent as of
September 30, 2008 to hold this security through to recovery of the unrealized loss. At September
30, 2008, the amortized cost of this security exceeded its estimated fair value at that date by
$2.5 million.
The Bank did not sell any other long-term investments during the year ended December 31, 2008;
during this same period, the proceeds from maturities of long-term securities designated as
held-to-maturity and available-for-sale totaled approximately $1.7 billion and $268 million,
respectively.
The following table provides the unpaid principal balances of the Banks MBS portfolio, by coupon
type, as of December 31, 2010 and 2009.
UNPAID PRINCIPAL BALANCE OF MORTGAGE-BACKED SECURITIES BY COUPON TYPE
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Fixed |
|
|
Variable |
|
|
|
|
|
|
Fixed |
|
|
Variable |
|
|
|
|
|
|
Rate |
|
|
Rate |
|
|
Total |
|
|
Rate |
|
|
Rate |
|
|
Total |
|
U.S. government guaranteed obligations |
|
$ |
|
|
|
$ |
20 |
|
|
$ |
20 |
|
|
$ |
|
|
|
$ |
24 |
|
|
$ |
24 |
|
Government-sponsored enterprises |
|
|
2 |
|
|
|
8,199 |
|
|
|
8,201 |
|
|
|
3 |
|
|
|
10,985 |
|
|
|
10,988 |
|
Non-agency residential MBS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime(1) |
|
|
|
|
|
|
323 |
|
|
|
323 |
|
|
|
|
|
|
|
423 |
|
|
|
423 |
|
Alt-A(1) |
|
|
|
|
|
|
75 |
|
|
|
75 |
|
|
|
|
|
|
|
92 |
|
|
|
92 |
|
Prime non-agency CMBS(1)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MBS |
|
$ |
2 |
|
|
$ |
8,617 |
|
|
$ |
8,619 |
|
|
$ |
59 |
|
|
$ |
11,524 |
|
|
$ |
11,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects the label assigned to the securities at the time of issuance. |
|
(2) |
|
CMBS = Commercial mortgage-backed securities. |
Gross unrealized losses on the Banks MBS investments decreased from $188 million at December
31, 2009 to $86 million at December 31, 2010. The following table sets forth the unrealized losses
on the Banks MBS portfolio as of December 31, 2010 and 2009.
UNREALIZED LOSSES ON MBS PORTFOLIO
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
December 31, 2009 |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
|
|
Gross |
|
|
Losses as |
|
Gross |
|
|
Losses as |
|
|
Unrealized |
|
|
Percentage of |
|
Unrealized |
|
|
Percentage of |
|
|
Losses |
|
|
Amortized Cost |
|
Losses |
|
|
Amortized Cost |
U.S. government guaranteed obligations |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.3 |
% |
Government-sponsored enterprises |
|
|
2 |
|
|
|
0.0 |
% |
|
|
53 |
|
|
|
0.5 |
% |
Non-agency residential MBS |
|
|
84 |
|
|
|
21.5 |
% |
|
|
135 |
|
|
|
26.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
86 |
|
|
|
|
|
|
$ |
188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Bank evaluates outstanding held-to-maturity securities in an unrealized loss position as
of the end of each quarter for other-than-temporary impairment (OTTI). As set forth in the table
above, the gross unrealized losses on the Banks holdings of non-agency residential MBS (RMBS)
totaled $84 million as of December 31, 2010, which represented 21.5 percent of the securities
amortized cost at that date. The deterioration in the U.S. housing markets that began in 2007, as
reflected by declines in the values of residential real estate and higher levels of
55
delinquencies,
defaults and losses on residential mortgages, including the mortgages underlying the Banks
non-agency RMBS, generally elevated the risk that the Bank may not ultimately recover the entire
cost bases of some of its non-agency RMBS. Although this risk remains somewhat elevated, based on
its analysis of the securities in this portfolio, the Bank believes that the unrealized losses
noted above were principally the result of liquidity risk related discounts in the non-agency RMBS
market and do not accurately reflect the actual historical or currently likely future credit
performance of the securities.
All of the Banks held-to-maturity securities
are rated by one or more of the following NRSROs:
Moodys, S&P and/or Fitch. With the exception of 22 non-agency RMBS, all of
these securities carried the highest investment grade credit rating by each of the organizations
that rated the respective securities as of December 31, 2010. The following table presents the
credit ratings assigned to the Banks non-agency RMBS as of December 31, 2010. The credit ratings presented in the table represent the lowest rating assigned to the
security by Moodys, S&P or Fitch.
NON-AGENCY RMBS BY CREDIT RATING
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit |
|
Number of |
|
|
Principal |
|
|
Amortized |
|
|
Carrying |
|
|
Estimated |
|
|
Unrealized |
|
Rating |
|
Securities |
|
|
Balance |
|
|
Cost |
|
|
Value |
|
|
Fair Value |
|
|
Losses |
|
Triple-A |
|
|
17 |
|
|
$ |
108,208 |
|
|
$ |
108,224 |
|
|
$ |
108,224 |
|
|
$ |
103,027 |
|
|
$ |
5,197 |
|
Double-A |
|
|
1 |
|
|
|
3,562 |
|
|
|
3,562 |
|
|
|
3,562 |
|
|
|
3,389 |
|
|
|
173 |
|
Triple-B |
|
|
1 |
|
|
|
6,891 |
|
|
|
6,817 |
|
|
|
4,233 |
|
|
|
4,429 |
|
|
|
2,388 |
|
Double-B |
|
|
1 |
|
|
|
5,220 |
|
|
|
5,209 |
|
|
|
3,318 |
|
|
|
3,318 |
|
|
|
1,891 |
|
Single-B |
|
|
8 |
|
|
|
95,091 |
|
|
|
95,090 |
|
|
|
93,566 |
|
|
|
70,249 |
|
|
|
24,841 |
|
Triple-C |
|
|
10 |
|
|
|
140,194 |
|
|
|
137,166 |
|
|
|
89,763 |
|
|
|
91,716 |
|
|
|
45,450 |
|
Double-C |
|
|
1 |
|
|
|
38,770 |
|
|
|
35,279 |
|
|
|
25,418 |
|
|
|
31,268 |
|
|
|
4,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
39 |
|
|
$ |
397,936 |
|
|
$ |
391,347 |
|
|
$ |
328,084 |
|
|
$ |
307,396 |
|
|
$ |
83,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the securities in the table above that were on negative watch as of
December 31, 2010.
NON-AGENCY RMBS ON NEGATIVE WATCH
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Carrying |
|
|
Estimated |
|
Credit Rating |
|
Securities |
|
|
Value |
|
|
Fair Value |
|
Triple-A |
|
|
7 |
|
|
$ |
25,968 |
|
|
$ |
24,950 |
|
Double-A |
|
|
1 |
|
|
|
3,562 |
|
|
|
3,389 |
|
Triple-B |
|
|
1 |
|
|
|
4,233 |
|
|
|
4,429 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
9 |
|
|
$ |
33,763 |
|
|
$ |
32,768 |
|
|
|
|
|
|
|
|
|
|
|
During the period from January 1, 2011 through March 15, 2011, one security rated triple-A in the
table above had its credit rating lowered to double-B by one of the NRSROs; as of December 31,
2010, this security had both an amortized cost and estimated fair value of $0.2 million. In
addition, during this same period, the security rated triple-B (and on negative watch) in the
tables above had its credit rating lowered to single-B; this security was no longer on negative
watch at March 15, 2011. None of the Banks other non-agency RMBS holdings were downgraded or
placed on negative watch during this period.
At December 31, 2010, the Banks portfolio of non-agency RMBS was comprised of 39 securities with
an aggregate unpaid principal balance of $398 million: 20 securities with an aggregate unpaid
principal balance of $177 million
56
are backed by first lien fixed rate loans and 19 securities with
an aggregate unpaid principal balance of $221 million are backed by first lien option
adjustable-rate mortgage (option ARM) loans. In comparison, as of December 31, 2009, the Banks
non-agency RMBS portfolio was comprised of 40 securities with an aggregate unpaid principal balance
of $515 million (the securities backed by fixed rate loans had an aggregate unpaid principal
balance of $267 million while the securities backed by option ARM loans had an aggregate unpaid
principal balance of $248 million). All of these investments are classified as held-to-maturity
securities. The following table provides a summary of the Banks non-agency RMBS as of December
31, 2010 by classification at the time of issuance, collateral type and year of securitization (the
Bank does not hold any MBS that were labeled as subprime at the time of
issuance).
NON-AGENCY RMBS BY UNDERLYING COLLATERAL TYPE
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Enhancement Statistics |
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Current |
|
|
Original |
|
|
|
|
|
|
Number of |
|
|
Principal |
|
|
Amortized |
|
|
Estimated |
|
|
Unrealized |
|
|
Collateral |
|
|
Weighted |
|
|
Weighted |
|
|
Minimum |
|
Classification and Year of Securitization |
|
Securities |
|
|
Balance |
|
|
Cost |
|
|
Fair Value |
|
|
Losses |
|
|
Delinquency(1)(2) |
|
|
Average
(1)(3) |
|
|
Average(1) |
|
|
Current(4) |
|
Prime(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
1 |
|
|
$ |
39 |
|
|
$ |
35 |
|
|
$ |
31 |
|
|
$ |
4 |
|
|
|
13.71 |
% |
|
|
7.21 |
% |
|
|
8.89 |
% |
|
|
7.21 |
% |
2004 |
|
|
4 |
|
|
|
12 |
|
|
|
12 |
|
|
|
11 |
|
|
|
1 |
|
|
|
4.19 |
% |
|
|
26.47 |
% |
|
|
5.81 |
% |
|
|
24.07 |
% |
2003 |
|
|
10 |
|
|
|
88 |
|
|
|
88 |
|
|
|
84 |
|
|
|
4 |
|
|
|
1.25 |
% |
|
|
6.83 |
% |
|
|
3.91 |
% |
|
|
5.28 |
% |
2000 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
% |
|
|
39.17 |
% |
|
|
2.00 |
% |
|
|
39.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed rate prime collateral |
|
|
16 |
|
|
|
139 |
|
|
|
135 |
|
|
|
126 |
|
|
|
9 |
|
|
|
4.99 |
% |
|
|
8.62 |
% |
|
|
5.46 |
% |
|
|
5.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option ARM collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
15 |
|
|
|
172 |
|
|
|
171 |
|
|
|
119 |
|
|
|
52 |
|
|
|
30.42 |
% |
|
|
46.30 |
% |
|
|
43.15 |
% |
|
|
25.89 |
% |
2004 |
|
|
2 |
|
|
|
12 |
|
|
|
12 |
|
|
|
8 |
|
|
|
4 |
|
|
|
28.32 |
% |
|
|
33.61 |
% |
|
|
29.84 |
% |
|
|
31.80 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total option ARM prime collateral |
|
|
17 |
|
|
|
184 |
|
|
|
183 |
|
|
|
127 |
|
|
|
56 |
|
|
|
30.29 |
% |
|
|
45.47 |
% |
|
|
42.28 |
% |
|
|
25.89 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total prime collateral |
|
|
33 |
|
|
|
323 |
|
|
|
318 |
|
|
|
253 |
|
|
|
65 |
|
|
|
19.43 |
% |
|
|
29.65 |
% |
|
|
26.47 |
% |
|
|
5.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alt-A(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
1 |
|
|
|
26 |
|
|
|
26 |
|
|
|
20 |
|
|
|
6 |
|
|
|
11.52 |
% |
|
|
9.89 |
% |
|
|
6.84 |
% |
|
|
9.89 |
% |
2004 |
|
|
1 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
11.30 |
% |
|
|
36.36 |
% |
|
|
6.85 |
% |
|
|
36.36 |
% |
2002 |
|
|
2 |
|
|
|
9 |
|
|
|
9 |
|
|
|
8 |
|
|
|
1 |
|
|
|
6.37 |
% |
|
|
20.44 |
% |
|
|
4.54 |
% |
|
|
17.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed
rate Alt-A collateral |
|
|
4 |
|
|
|
38 |
|
|
|
38 |
|
|
|
31 |
|
|
|
7 |
|
|
|
10.34 |
% |
|
|
14.75 |
% |
|
|
6.33 |
% |
|
|
9.89 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option ARM collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2 |
|
|
|
37 |
|
|
|
35 |
|
|
|
23 |
|
|
|
12 |
|
|
|
48.50 |
% |
|
|
40.54 |
% |
|
|
39.58 |
% |
|
|
34.34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Alt-A collateral |
|
|
6 |
|
|
|
75 |
|
|
|
73 |
|
|
|
54 |
|
|
|
19 |
|
|
|
29.32 |
% |
|
|
27.58 |
% |
|
|
22.87 |
% |
|
|
9.89 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-agency RMBS |
|
|
39 |
|
|
$ |
398 |
|
|
$ |
391 |
|
|
$ |
307 |
|
|
$ |
84 |
|
|
|
21.30 |
% |
|
|
29.26 |
% |
|
|
25.79 |
% |
|
|
5.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed rate collateral |
|
|
20 |
|
|
$ |
177 |
|
|
$ |
173 |
|
|
$ |
157 |
|
|
$ |
16 |
|
|
|
6.14 |
% |
|
|
9.94 |
% |
|
|
5.65 |
% |
|
|
5.28 |
% |
Total option ARM collateral |
|
|
19 |
|
|
|
221 |
|
|
|
218 |
|
|
|
150 |
|
|
|
68 |
|
|
|
33.37 |
% |
|
|
44.63 |
% |
|
|
41.82 |
% |
|
|
25.89 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-agency RMBS |
|
|
39 |
|
|
$ |
398 |
|
|
$ |
391 |
|
|
$ |
307 |
|
|
$ |
84 |
|
|
|
21.30 |
% |
|
|
29.26 |
% |
|
|
25.79 |
% |
|
|
5.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Weighted average percentages are computed based upon unpaid principal balances. |
|
(2) |
|
Collateral delinquency reflects the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and
real estate owned; as of December 31, 2010, actual cumulative loan losses in the pools of loans underlying the Banks non-agency RMBS portfolio
ranged from 0 percent to 6.92 percent. |
|
(3) |
|
Current credit enhancement percentages reflect the ability of subordinated classes of securities to absorb principal losses and interest
shortfalls before the senior classes held by the Bank are impacted (i.e., the losses, expressed as a percentage of the outstanding principal balances,
that could be incurred in the underlying loan pools before the securities held by the Bank would be impacted, assuming that all of those losses
occurred on the measurement date). Depending upon the timing and amount of losses in the underlying loan pools, it is possible that the senior classes
held by the Bank could bear losses in scenarios where the cumulative loan losses do not exceed the current credit enhancement percentage. |
|
(4) |
|
Minimum credit enhancement reflects the security in each vintage year with the lowest current credit enhancement. |
|
(5) |
|
Reflects the label assigned to the securities at the time of issuance. |
57
The following table provides the geographic concentration by state of the loans underlying the
Banks non-agency RMBS as of December 31, 2010.
GEOGRAPHIC CONCENTRATION OF LOANS UNDERLYING
NON-AGENCY RMBS BY COLLATERAL TYPE
|
|
|
|
|
Fixed Rate Collateral |
|
|
|
|
|
|
|
|
|
California |
|
|
39.1 |
% |
New York |
|
|
5.8 |
|
Florida |
|
|
5.7 |
|
Texas |
|
|
3.8 |
|
Virginia |
|
|
2.8 |
|
All other |
|
|
42.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
Option ARM Collateral |
|
|
|
|
|
|
|
|
|
California |
|
|
61.1 |
% |
Florida |
|
|
10.1 |
|
New York |
|
|
3.3 |
|
Nevada |
|
|
2.3 |
|
New Jersey |
|
|
2.2 |
|
All other |
|
|
21.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
Because the ultimate receipt of contractual payments on the Banks non-agency RMBS will depend upon
the credit and prepayment performance of the underlying loans and the credit enhancements for the
senior securities owned by the Bank, the Bank closely monitors these investments in an effort to
determine whether the credit enhancement associated with each security is sufficient to protect
against potential losses of principal and interest on the underlying mortgage loans. The credit
enhancement for each of the Banks non-agency RMBS is provided by a senior/subordinate structure,
and none of the securities owned by the Bank are insured by third party bond insurers. More
specifically, each of the Banks non-agency RMBS represents a single security class within a
securitization that has multiple classes of securities. Each security class has a distinct claim
on the cash flows from the underlying mortgage loans, with the subordinate securities having a
junior claim relative to the more senior securities. The Banks non-agency RMBS have a senior
claim on the cash flows from the underlying mortgage loans.
To assess whether the entire amortized cost bases of its non-agency RMBS will be recovered, the
Bank performed a cash flow analysis for each of its non-agency RMBS holdings as of the end of each
calendar quarter in 2010 under a base case (or best estimate) scenario. The procedures used in
these analyses, together with the results thereof, are summarized in Note 6 to the Banks audited
financial statements included in this report. A summary of the significant inputs that were used in
the Banks analysis of its entire non-agency RMBS portfolio as of December 31, 2010 is set forth in
the table below (dollars in thousands).
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected |
|
|
Projected |
|
|
Projected |
|
|
|
Unpaid Principal |
|
|
Prepayment Rates |
|
|
Default Rates |
|
|
Loss Severities |
|
|
|
Balance at |
|
|
Weighted |
|
|
Range |
|
|
Weighted |
|
|
Range |
|
|
Weighted |
|
|
Range |
|
Year of Securitization |
|
December 31, 2010 |
|
|
Average |
|
|
Low |
|
|
High |
|
|
Average |
|
|
Low |
|
|
High |
|
|
Average |
|
|
Low |
|
|
High |
|
Prime (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
$ |
11,567 |
|
|
|
11.65 |
% |
|
|
10.43 |
% |
|
|
14.25 |
% |
|
|
3.35 |
% |
|
|
2.70 |
% |
|
|
4.50 |
% |
|
|
23.93 |
% |
|
|
22.32 |
% |
|
|
30.75 |
% |
2003 |
|
|
87,884 |
|
|
|
30.83 |
% |
|
|
14.59 |
% |
|
|
36.84 |
% |
|
|
0.51 |
% |
|
|
0.00 |
% |
|
|
2.78 |
% |
|
|
8.57 |
% |
|
|
0.00 |
% |
|
|
29.94 |
% |
2000 |
|
|
209 |
|
|
|
85.09 |
% |
|
|
85.09 |
% |
|
|
85.09 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total prime collateral |
|
|
99,660 |
|
|
|
28.72 |
% |
|
|
10.43 |
% |
|
|
85.09 |
% |
|
|
8.40 |
% |
|
|
0.00 |
% |
|
|
4.50 |
% |
|
|
10.34 |
% |
|
|
0.00 |
% |
|
|
30.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alt-A (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
38,770 |
|
|
|
14.85 |
% |
|
|
14.85 |
% |
|
|
14.85 |
% |
|
|
33.27 |
% |
|
|
33.27 |
% |
|
|
33.27 |
% |
|
|
47.78 |
% |
|
|
47.78 |
% |
|
|
47.78 |
% |
2005 |
|
|
235,285 |
|
|
|
10.27 |
% |
|
|
6.83 |
% |
|
|
14.80 |
% |
|
|
54.04 |
% |
|
|
17.06 |
% |
|
|
75.02 |
% |
|
|
39.16 |
% |
|
|
29.29 |
% |
|
|
50.67 |
% |
2004 |
|
|
15,673 |
|
|
|
10.28 |
% |
|
|
8.13 |
% |
|
|
14.90 |
% |
|
|
46.00 |
% |
|
|
15.75 |
% |
|
|
57.96 |
% |
|
|
39.06 |
% |
|
|
37.20 |
% |
|
|
42.11 |
% |
2002 |
|
|
8,548 |
|
|
|
15.97 |
% |
|
|
14.27 |
% |
|
|
19.98 |
% |
|
|
5.57 |
% |
|
|
3.40 |
% |
|
|
10.69 |
% |
|
|
22.98 |
% |
|
|
19.20 |
% |
|
|
31.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Alt-A collateral |
|
|
298,276 |
|
|
|
11.03 |
% |
|
|
6.83 |
% |
|
|
19.98 |
% |
|
|
49.53 |
% |
|
|
3.40 |
% |
|
|
75.02 |
% |
|
|
39.81 |
% |
|
|
19.20 |
% |
|
|
50.67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-agency RMBS |
|
$ |
397,936 |
|
|
|
15.46 |
% |
|
|
6.83 |
% |
|
|
85.09 |
% |
|
|
37.33 |
% |
|
|
0.00 |
% |
|
|
75.02 |
% |
|
|
32.43 |
% |
|
|
0.00 |
% |
|
|
50.67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Banks non-agency RMBS holdings are classified as prime or Alt-A in the table above based upon the assumptions that were used to analyze the securities. |
In addition to evaluating its non-agency RMBS under a best estimate scenario, the Bank also
performed a cash flow analysis for each of these securities as of December 31, 2010 under a more
stressful housing price scenario. The more stressful scenario was based on a housing price
forecast that was 5 percentage points lower at the trough than the base case scenario followed by a
flatter recovery path. Under the more stressful scenario, current-to-trough home price declines
were projected to range from 6 percent to 15 percent over the 3- to 9-month period beginning
October 1, 2010. Thereafter, home prices were projected to recover using one of five
different recovery paths that vary by housing market. Under those recovery paths, home prices were
projected to increase within a range of 0 percent to 1.9 percent in the first year, 0 percent to
2.0 percent in the second year, 1.0 percent to 2.7 percent in the third year, 1.3 percent to 3.4
percent in the fourth year, 1.3 percent to 4.0 percent in each of the fifth and sixth years, and
1.5 percent to 3.8 percent in each subsequent year.
As set
forth in the table below, under the more stressful housing price scenario, 14 of the Banks
non-agency RMBS would have been deemed to be other-than-temporarily impaired as of December 31,
2010 (including 12 of the 13 securities that were determined to be other-than-temporarily impaired during
2010). The stress test scenario and associated results do not represent the Banks current
expectations and therefore should not be construed as a prediction of the actual performance of
these securities. Rather, the results from this hypothetical stress test scenario provide a
measure of the credit losses that the Bank might incur if home price declines (and subsequent
recoveries) are more adverse than those projected in its OTTI assessment.
59
NON-AGENCY RMBS STRESS-TEST SCENARIO
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Losses |
|
|
Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
Recorded |
|
|
Losses Under |
|
|
|
|
|
|
Current |
|
|
|
Year of |
|
Collateral |
|
Principal |
|
|
Carrying |
|
|
Fair |
|
|
in Earnings |
|
|
Stress-Test |
|
|
Collateral |
|
|
Credit |
|
|
|
Securitization |
|
Type |
|
Balance |
|
|
Value |
|
|
Value |
|
|
During 2010 |
|
|
Scenario(2) |
|
|
Delinquency(3) |
|
|
Enhancement(4) |
|
Prime |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #2 |
|
2005 |
|
Option ARM |
|
$ |
18,451 |
|
|
$ |
10,033 |
|
|
$ |
12,308 |
|
|
$ |
46 |
|
|
$ |
836 |
|
|
|
49.9 |
% |
|
|
49.4 |
% |
Security #3 |
|
2006 |
|
Fixed Rate |
|
|
38,770 |
|
|
|
25,418 |
|
|
|
31,268 |
|
|
|
1,492 |
|
|
|
2,517 |
|
|
|
13.7 |
% |
|
|
7.2 |
% |
Security #4 |
|
2005 |
|
Option ARM |
|
|
12,571 |
|
|
|
6,871 |
|
|
|
7,635 |
|
|
|
24 |
|
|
|
337 |
|
|
|
21.7 |
% |
|
|
46.5 |
% |
Security #6 |
|
2005 |
|
Option ARM |
|
|
17,824 |
|
|
|
10,532 |
|
|
|
10,231 |
|
|
|
171 |
|
|
|
728 |
|
|
|
20.8 |
% |
|
|
25.9 |
% |
Security #7 |
|
2004 |
|
Option ARM |
|
|
6,891 |
|
|
|
4,233 |
|
|
|
4,429 |
|
|
|
60 |
|
|
|
64 |
|
|
|
21.6 |
% |
|
|
31.8 |
% |
Security #8 |
|
2005 |
|
Option ARM |
|
|
10,279 |
|
|
|
6,329 |
|
|
|
6,611 |
|
|
|
13 |
|
|
|
179 |
|
|
|
19.5 |
% |
|
|
44.5 |
% |
Security #9 |
|
2005 |
|
Option ARM |
|
|
4,529 |
|
|
|
2,999 |
|
|
|
3,060 |
|
|
|
7 |
|
|
|
10 |
|
|
|
30.3 |
% |
|
|
44.1 |
% |
Security #10 |
|
2005 |
|
Option ARM |
|
|
8,025 |
|
|
|
4,980 |
|
|
|
4,980 |
|
|
|
1 |
|
|
|
31 |
|
|
|
41.1 |
% |
|
|
44.4 |
% |
Security #11 |
|
2005 |
|
Option ARM |
|
|
10,153 |
|
|
|
7,091 |
|
|
|
7,091 |
|
|
|
1 |
|
|
|
32 |
|
|
|
43.5 |
% |
|
|
49.4 |
% |
Security #12 |
|
2004 |
|
Option ARM |
|
|
5,220 |
|
|
|
3,318 |
|
|
|
3,318 |
|
|
|
11 |
|
|
|
33 |
|
|
|
37.2 |
% |
|
|
36.0 |
% |
Security #13 |
|
2005 |
|
Option ARM |
|
|
6,543 |
|
|
|
4,382 |
|
|
|
4,382 |
|
|
|
9 |
|
|
|
|
|
|
|
34.2 |
% |
|
|
46.8 |
% |
Security #15 |
|
2005 |
|
Option ARM |
|
|
16,228 |
|
|
|
16,228 |
|
|
|
10,520 |
|
|
|
|
|
|
|
1 |
|
|
|
24.3 |
% |
|
|
42.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Prime |
|
|
|
|
|
|
155,484 |
|
|
|
102,414 |
|
|
|
105,833 |
|
|
|
1,835 |
|
|
|
4,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alt-A(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #1 |
|
2005 |
|
Option ARM |
|
|
16,554 |
|
|
|
7,941 |
|
|
|
9,847 |
|
|
|
428 |
|
|
|
1,295 |
|
|
|
48.1 |
% |
|
|
34.3 |
% |
Security #5 |
|
2005 |
|
Option ARM |
|
|
20,987 |
|
|
|
12,797 |
|
|
|
12,936 |
|
|
|
291 |
|
|
|
1,087 |
|
|
|
48.8 |
% |
|
|
45.4 |
% |
Security #14 |
|
2005 |
|
Fixed Rate |
|
|
25,817 |
|
|
|
25,823 |
|
|
|
19,442 |
|
|
|
|
|
|
|
11 |
|
|
|
11.5 |
% |
|
|
9.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Alt-A |
|
|
|
|
|
|
63,358 |
|
|
|
46,561 |
|
|
|
42,225 |
|
|
|
719 |
|
|
|
2,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
218,842 |
|
|
$ |
148,975 |
|
|
$ |
148,058 |
|
|
$ |
2,554 |
|
|
$ |
7,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Security #1, Security #5 and Security #14 are the only securities presented in the table above that were labeled as Alt-A at the time of issuance; however,
based upon their current collateral or performance characteristics, all of the securities presented in the table above were analyzed using Alt-A assumptions. |
|
(2) |
|
Represents the credit losses that would have been recorded in earnings during the year ended December 31, 2010 if the more stressful housing price
scenario had been used in the Banks OTTI assessment as of December 31, 2010. |
|
(3) |
|
Collateral delinquency reflects the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and real estate owned;
as of December 31, 2010, actual cumulative loan losses in the pools of loans underlying the securities presented in the table ranged from 1.12 percent to
6.92 percent. |
|
(4) |
|
Current credit enhancement percentages reflect the ability of subordinated classes of securities to absorb principal losses and interest shortfalls before
the senior classes held by the Bank are impacted (i.e., the losses, expressed as a percentage of the outstanding principal balances, that could be incurred
in the underlying loan pools before the securities held by the Bank would be impacted, assuming that all of those losses occurred on the measurement date).
Depending upon the timing and amount of losses in the underlying loan pools, it is possible that the senior classes held by the Bank could bear
losses in scenarios where the cumulative loan losses do not exceed the current credit enhancement percentage. |
While substantially all of its MBS portfolio is comprised of floating rate CMOs ($8.6 billion
par value at December 31, 2010) that do not expose the Bank to interest rate risk if interest rates
rise moderately, such securities include caps that would limit increases in the floating rate
coupons if short-term interest rates rise above the caps. In addition, if interest rates rise,
prepayments on the mortgage loans underlying the securities would likely decline, thus lengthening
the time that the securities would remain outstanding with their coupon rates capped. As of
December 31, 2010, one-month LIBOR was 0.26 percent and the effective interest rate caps on
one-month LIBOR (the interest cap rate minus the stated spread on the coupon) embedded in the CMO
floaters ranged from 6.0 percent to 15.3 percent. The largest concentration of embedded effective
caps ($7.2 billion) was between 6.0 percent and 7.0 percent. As of December 31, 2010, one-month
LIBOR rates were approximately 574 basis points below the lowest effective interest rate cap
embedded in the CMO floaters. To hedge a portion of the potential cap risk embedded in
these securities, the Bank held (i) $2.7 billion of interest rate caps with remaining maturities
ranging from 36 months to 57 months as of December 31, 2010 and strike rates ranging from 6.00
percent to 6.75 percent and (ii) four forward-starting interest rate caps, each of which has a
notional amount of $250 million. Two of the forward-starting caps have terms that commence in June
2012; these forward-starting caps mature in June 2015 and June 2016 and have strike rates of 6.5
percent and 7.0 percent, respectively. The other two forward-starting caps have terms that
commence in October 2012; these forward-starting caps mature in October 2014 and October 2015 and
have strike rates of 6.5 percent and 7.0 percent, respectively. If interest rates rise above the
strike rates specified in these interest rate cap agreements, the Bank will be entitled to receive
interest payments according to the terms and conditions of such agreements. Such payments would be
based upon the notional amounts of those agreements and the difference between the specified strike
rate and either one-month or three-month LIBOR.
60
The following table provides a summary of the notional amounts, strike rates and expiration periods
of the Banks current portfolio of stand-alone CMO-related interest rate cap agreements.
SUMMARY OF CMO-RELATED INTEREST RATE CAP AGREEMENTS
(dollars in millions)
|
|
|
|
|
|
|
|
|
Expiration |
|
Notional Amount |
|
|
Strike Rate |
|
First quarter 2014 |
|
$ |
500 |
|
|
|
6.00 |
% |
First quarter 2014 |
|
|
500 |
|
|
|
6.50 |
% |
Third quarter 2014 |
|
|
700 |
|
|
|
6.50 |
% |
Fourth quarter 2014 |
|
|
250 |
|
|
|
6.00 |
% |
Fourth quarter 2014 (1) |
|
|
250 |
|
|
|
6.50 |
% |
First quarter 2015 |
|
|
150 |
|
|
|
6.75 |
% |
Second quarter 2015 (2) |
|
|
250 |
|
|
|
6.50 |
% |
Third quarter 2015 |
|
|
200 |
|
|
|
6.50 |
% |
Third quarter 2015 |
|
|
150 |
|
|
|
6.75 |
% |
Fourth quarter 2015 |
|
|
250 |
|
|
|
6.00 |
% |
Fourth quarter 2015 (1) |
|
|
250 |
|
|
|
7.00 |
% |
Second quarter 2016 (2) |
|
|
250 |
|
|
|
7.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These caps are effective beginning in October 2012. |
|
(2) |
|
These caps are effective beginning in June 2012. |
Consolidated Obligations and Deposits
At December 31, 2010, the carrying values of consolidated obligation bonds and discount notes
totaled $31.3 billion and $5.1 billion, respectively, and the par values of the Banks outstanding
bonds and discount notes totaled $31.1 billion and $5.1 billion, respectively. In comparison, at
December 31, 2009, the carrying values of consolidated obligation bonds and discount notes totaled
$51.5 billion and $8.8 billion, respectively, and the par values of the Banks outstanding bonds
and discount notes totaled $51.2 billion and $8.8 billion, respectively.
During the year ended December 31, 2010, the Banks outstanding consolidated obligations (at par
value) decreased by $23.8 billion, in line with the decrease in outstanding advances during the
year; consolidated obligation bonds and discount notes decreased by $20.1 billion and $3.7 billion,
respectively. The following table presents the composition of the Banks outstanding bonds at
December 31, 2010 and 2009.
COMPOSITION OF CONSOLIDATED OBLIGATION BONDS OUTSTANDING
(Par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
Balance |
|
|
of Total |
|
|
Balance |
|
|
of Total |
|
Single-index floating rate |
|
$ |
13,411 |
|
|
|
43.2 |
% |
|
$ |
20,560 |
|
|
|
40.2 |
% |
Fixed rate, non-callable |
|
|
13,023 |
|
|
|
41.9 |
|
|
|
23,371 |
|
|
|
45.7 |
|
Callable step-up |
|
|
3,001 |
|
|
|
9.6 |
|
|
|
3,473 |
|
|
|
6.8 |
|
Fixed rate, callable |
|
|
1,560 |
|
|
|
5.0 |
|
|
|
3,277 |
|
|
|
6.4 |
|
Conversion |
|
|
83 |
|
|
|
0.3 |
|
|
|
365 |
|
|
|
0.7 |
|
Callable step-down |
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
$ |
31,078 |
|
|
|
100.0 |
% |
|
$ |
51,171 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
61
Single-index floating rate bonds have variable rate coupons that generally reset based on
either one-month or three-month LIBOR or the daily federal funds rate; these bonds may contain caps
that limit the increases in the floating rate coupons. Fixed rate bonds have coupons that are fixed
over the life of the bond. Some fixed rate bonds contain provisions that enable the Bank to call
the bonds at its option on predetermined call dates. Callable step-up bonds pay interest at
increasing fixed rates for specified intervals over the life of the bond and contain provisions
enabling the Bank to call the bonds at its option on predetermined dates. Conversion bonds have
coupons that convert from fixed to floating, or from floating to fixed, on predetermined dates.
Callable step-down bonds pay interest at decreasing fixed rates for specified intervals over the
life of the bond and contain provisions enabling the Bank to call the bonds at its option on
predetermined dates.
The FHLBanks rely extensively on the approved underwriters of their securities, including
investment banks, money center banks and large commercial banks, to source investors for
consolidated obligations. Investors may be located in the United States or overseas. The features
of consolidated obligations are structured to meet the requirements of investors. The various
types of consolidated obligations included in the table above reflect the features of the Banks
outstanding bonds as of December 31, 2010 and 2009 and do not represent all of the various types
and styles of consolidated obligation bonds that may be issued by other FHLBanks or that may be
issued from time to time by the Bank.
Consistent with its risk management philosophy, the Bank uses interest rate exchange agreements
(i.e., interest rate swaps) to convert many of the fixed rate consolidated obligations that it
issues to floating rate instruments that periodically reset to an index such as one-month or
three-month LIBOR. Generally, the Bank receives a coupon on the interest rate swap that is
identical to the coupon it pays on the consolidated obligation bond while paying a variable rate
coupon on the interest rate swap that resets to either one-month or three-month LIBOR. Typically,
the formula for the variable rate coupon also includes a spread to the index; for instance, the
Bank may pay a coupon on the interest rate swap equal to three-month LIBOR minus 15 basis points.
The primary benchmark the Bank uses to analyze the effectiveness of its debt issuance efforts and
trends in its debt issuance costs is the spread to LIBOR that the Bank pays on interest rate swaps
used to convert its fixed rate consolidated obligations to LIBOR. The costs of the Banks
consolidated obligations, when expressed relative to LIBOR, are impacted by many factors. These
include factors that may influence all credit market spreads, such as investors perceptions of
general economic conditions, changes in investors risk tolerances or maturity preferences, or, in
the case of overseas investors, changes in preferences for holding dollar-denominated assets. They
also include factors that primarily influence the yields of GSE debt, such as a marked change in
the debt issuance patterns of GSEs stemming from a rapid change in the growth of their balance
sheets or changes in market interest rates or the availability of debt with similar perceived
credit quality, such as debt guaranteed by the U.S. government under programs implemented to
support the banking industry and the financial markets. Finally, the specific features of
consolidated obligations and the associated interest rate swaps influence the spread to LIBOR that
the Bank pays on its interest rate swaps. During the years ended December 31, 2010, 2009 and 2008,
the average LIBOR cost (including the impact of associated interest rate swaps) of the consolidated
obligation bonds issued by the Bank was approximately LIBOR minus 17 basis points, LIBOR minus 25
basis points and LIBOR minus 25 basis points, respectively.
During the first half of 2008, the relationship between the yield on newly issued consolidated
obligation bonds relative to rates on interest rate swaps having the same maturity and features as
the consolidated obligation bonds generally widened as consolidated obligation bond yields trended
lower relative to interest rate swap rates. Similarly, during this same period, the yield on
consolidated obligation discount notes declined relative to LIBOR. These decreases were due
primarily to increased demand, as investors shifted their available funds away from asset-backed
investments to government-guaranteed and agency debt. These market conditions and the relatively
wide spread between LIBOR and other market rates generally resulted in lower costs relative to
LIBOR for the Banks consolidated obligations that were issued during the first half of 2008.
Market developments during the second half of 2008 stimulated investors demand for short-term GSE
debt and limited their demand for longer term debt. As a result, during the second half of 2008,
the Banks potential funding
62
costs associated with issuing long-maturity debt rose sharply relative to short-term debt, each as
compared to three-month LIBOR on a swapped cash flow basis. These market conditions continued into
early 2009 and, as a result, the Bank relied in large part on the issuance of short-term debt to
meet its funding needs during the first half of 2009. The Banks access to debt with a wider range
of maturities, and the pricing of those bonds, improved during the second half of 2009 and,
therefore, the Bank relied on the issuance of short-maturity debt to a lesser extent during the
second half of 2009 as compared to the previous 12 months.
During the first half of 2010, the Banks funding needs were met primarily through the issuance of
discount notes and floating rate bonds. The Bank relied upon floating rate bonds in part because
they were more readily available in larger volumes as compared to some of the Banks other sources
of LIBOR-indexed funds, such as swapped callable debt and short-maturity fixed rate, non-callable
debt. Furthermore, through the issuance of one-month LIBOR floating rate bonds, the Bank was able
to maintain (and based on its then existing projections, expected to maintain in the near future)
approximately equal balances of one-month LIBOR indexed assets and liabilities (including the
effects of LIBOR basis swaps). In the second quarter of 2010, due to concerns regarding the extent
of the European sovereign debt problems, investors increased their demand for short-maturity
high-quality debt, including FHLBank consolidated obligations. These concerns also led to an
increase in LIBOR spot rates and a widening of interest rate swap spreads relative to debt spreads
tied to high-quality benchmarks, including FHLBank consolidated obligations. The increased demand
by investors for short-maturity consolidated obligations coupled with the widening in interest rate
swap spreads enabled the Bank to issue two- and three-year fixed rate non-callable debt and convert
it to favorable LIBOR-based costs through the use of interest rate swaps. Furthermore, the spread
between the rates on various money market instruments and LIBOR widened to an extent that the Bank
was able to issue federal fund floater bonds and discount notes and enter into related interest
rate swaps at attractive spreads to LIBOR.
Due to the significant decline in outstanding advances, the Banks funding needs declined
substantially during the second half of 2010, with only approximately $3.3 billion of consolidated
obligation bonds issued during this period, the proceeds of which were used to replace maturing or
called consolidated obligations. The majority of these funding needs were met through the issuance
of swapped fixed rate callable bonds, including step-up bonds.
63
The
following table is a summary of the Banks consolidated
obligation bonds and discount notes outstanding at
December 31, 2010 and 2009, by contractual maturity (at par value):
CONSOLIDATED OBLIGATION BONDS AND DISCOUNT NOTES BY CONTRACTUAL MATURITY
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
Contractual Maturity |
|
Amount |
|
|
Percentage |
|
|
Amount |
|
|
Percentage |
|
Due in one year or less |
|
$ |
23,403 |
|
|
|
64.6 |
% |
|
$ |
39,716 |
|
|
|
66.3 |
% |
Due after one year through two years |
|
|
6,108 |
|
|
|
16.9 |
|
|
|
9,164 |
|
|
|
15.3 |
|
Due after two years through three years |
|
|
1,465 |
|
|
|
4.0 |
|
|
|
5,569 |
|
|
|
9.3 |
|
Due after three years through four years |
|
|
1,400 |
|
|
|
3.9 |
|
|
|
1,085 |
|
|
|
1.8 |
|
Due after four years through five years |
|
|
883 |
|
|
|
2.4 |
|
|
|
1,191 |
|
|
|
2.0 |
|
Thereafter |
|
|
2,952 |
|
|
|
8.2 |
|
|
|
3,211 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
36,211 |
|
|
|
100.0 |
% |
|
$ |
59,936 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and term deposits were $1.1 billion, $1.5 billion and $1.4 billion at December 31, 2010,
2009 and 2008, respectively. The Bank has a deposit auction program under which deposits with
varying maturities and terms are offered for competitive bid at periodic auctions. The deposit
auction program offers the Banks members an alternative way to invest their excess liquidity at
competitive rates of return, while providing an alternative source of funds for the Bank. The size
of the Banks deposit base varies as market factors change, including the attractiveness of the
Banks deposit pricing relative to the rates available to members on alternative money market
investments, members investment preferences with respect to the maturity of their investments, and
member liquidity.
Capital Stock
The Banks outstanding capital stock (excluding mandatorily redeemable capital stock) decreased
from $2.5 billion at December 31, 2009 to $1.6 billion at December 31, 2010, while the Banks
average outstanding capital stock (for financial reporting purposes) decreased from $2.7 billion
for the year ended December 31, 2009 to $2.1 billion for the year ended December 31, 2010. The
decreases were due in large part to the decline in outstanding advances balances during 2010.
At December 31, 2010, the Banks five largest shareholders (all but one of which was among the
Banks five largest borrowers) held $0.5 billion of capital stock, which represented 28.8 percent
of the Banks total outstanding capital stock (including mandatorily redeemable capital stock) as
of that date. The following table presents the Banks five largest shareholders as of December 31,
2010.
FIVE LARGEST SHAREHOLDERS AS OF DECEMBER 31, 2010
(Par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
Par Value of |
|
|
Total ParValue |
|
Name |
|
Capital Stock |
|
|
of Capital Stock |
|
Wells Fargo Bank South Central, National Association |
|
$ |
188,859 |
|
|
|
11.7 |
% |
Comerica Bank |
|
|
127,687 |
|
|
|
7.9 |
|
Beal Bank Nevada (1) |
|
|
63,584 |
|
|
|
4.0 |
|
International Bank of Commerce |
|
|
47,999 |
|
|
|
3.0 |
|
Southside Bank |
|
|
34,712 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
462,841 |
|
|
|
28.8 |
% |
|
|
|
|
|
|
|
|
|
|
(1) |
|
Beal Bank Nevada is chartered in Nevada, but maintains its home
office in Plano, TX. |
64
As of December 31, 2010, all of the stock held by the five institutions shown in the table
above was classified as capital in the statement of condition.
As described in Item 1 Business, members are required to maintain an investment in Class B stock
equal to the sum of a membership investment requirement and an activity-based investment
requirement. Currently the membership investment is 0.06 percent of each members total assets as
of the previous calendar year end, subject to a minimum of $1,000 and a maximum of $25,000,000. The
activity-based investment requirement is currently 4.10 percent of outstanding advances. There
were no changes in the membership or activity-based investment requirement percentages during the
years ended December 31, 2010, 2009 or 2008. The Banks Board of Directors reviews these
requirements at least annually and has the authority to adjust them periodically within ranges
established in the capital plan, as amended from time to time, to ensure that the Bank remains
adequately capitalized. On February 18, 2011, the Banks Board of Directors approved a reduction in
the membership investment requirement to 0.05 percent of each members total assets as of December
31, 2010 (and each December 31 thereafter), subject to a minimum of $1,000 and a maximum of
$10,000,000. This change will become effective on April 18, 2011.
Periodically, the Bank repurchases a portion of members excess capital stock. Excess stock is
defined as the amount of stock held by a member (or former member) in excess of that institutions
minimum investment requirement. The portion of members excess capital stock subject to repurchase
is known as surplus stock. The Bank generally repurchases surplus stock on the last business day
of the month following the end of each calendar quarter (e.g., January 31, April 30, July 31 and
October 31). For the quarterly repurchases that occurred from April 30, 2007 through October 31,
2008 and for those that occurred on October 29, 2010 and January 31, 2011, surplus stock was
defined as stock in excess of 105 percent of the members minimum investment requirement. Surplus
stock was defined as stock in excess of 120 percent of the members minimum investment requirement
for the repurchases that occurred from January 30, 2009 through July 30, 2010. The Banks practice
has been that a members surplus stock will not be repurchased if the amount of that members
surplus stock is $250,000 or less or if, subject to certain exceptions, the member is on restricted
collateral status. From time to time, the Bank may further modify the definition of surplus stock
or the timing and/or frequency of surplus stock repurchases.
At December 31, 2010, excess stock held by the Banks members and former members totaled $226.3
million, which represented 0.6 percent of the Banks total assets as of that date.
65
The following table sets forth the repurchases of surplus stock that have occurred since January 1,
2008. The increases in the number of shares repurchased on July 31, 2008 and October 31, 2008 were
due to repurchases associated with reductions in advances to one of the Banks largest borrowers.
SURPLUS STOCK REPURCHASED UNDER QUARTERLY REPURCHASE PROGRAM
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Classified as |
|
|
|
|
|
|
|
|
|
|
|
Mandatorily Redeemable |
|
Date of Repurchase |
|
Shares |
|
|
Amount of |
|
|
Capital Stock at Date of |
|
by the Bank |
|
Repurchased |
|
|
Repurchase |
|
|
Repurchase |
|
January 31, 2008 |
|
|
1,917,546 |
|
|
$ |
191,755 |
|
|
$ |
24,982 |
|
April 30, 2008 |
|
|
1,088,892 |
|
|
|
108,889 |
|
|
|
2,913 |
|
July 31, 2008 |
|
|
2,007,883 |
|
|
|
200,788 |
|
|
|
24,988 |
|
October 31, 2008 |
|
|
3,064,496 |
|
|
|
306,450 |
|
|
|
394 |
|
January 30, 2009 |
|
|
1,683,239 |
|
|
|
168,324 |
|
|
|
7,602 |
|
April 30, 2009 |
|
|
1,016,045 |
|
|
|
101,605 |
|
|
|
|
|
July 31, 2009 |
|
|
1,368,402 |
|
|
|
136,840 |
|
|
|
|
|
October 30, 2009 |
|
|
1,065,165 |
|
|
|
106,517 |
|
|
|
|
|
January 29, 2010 |
|
|
1,065,595 |
|
|
|
106,560 |
|
|
|
|
|
April 30, 2010 |
|
|
704,308 |
|
|
|
70,431 |
|
|
|
|
|
July 30, 2010 |
|
|
513,708 |
|
|
|
51,371 |
|
|
|
|
|
October 29, 2010 |
|
|
1,322,278 |
|
|
|
132,228 |
|
|
|
|
|
January 31, 2011 |
|
|
1,024,586 |
|
|
|
102,459 |
|
|
|
|
|
Accounting principles generally accepted in the United States of America (GAAP) require
issuers to classify as liabilities certain financial instruments that embody obligations for the
issuer (hereinafter referred to as mandatorily redeemable financial instruments). Pursuant to
these requirements, the Bank generally reclassifies shares of capital stock from the capital
section to the liability section of its balance sheet at the point in time when either a written
redemption or withdrawal notice is received from a member or a membership withdrawal or termination
is otherwise initiated, because the shares of capital stock then typically meet the definition of a
mandatorily redeemable financial instrument. Shares of capital stock meeting this definition are
reclassified to liabilities at fair value. Following reclassification of the stock, any dividends
paid or accrued on such shares are recorded as interest expense in the statement of income. As the
repurchases presented in the table above are made at the sole discretion of the Bank, the
repurchase, in and of itself, does not cause the shares underlying such repurchases to meet the
definition of mandatorily redeemable financial instruments.
Mandatorily redeemable capital stock outstanding at December 31, 2010, 2009 and 2008 was $8.1
million, $9.2 million and $90.4 million, respectively. For the years ended December 31, 2010, 2009
and 2008, average mandatorily redeemable capital stock was $7.4 million, $56.2 million and $57.5
million, respectively. Although mandatorily redeemable capital stock is excluded from capital
(equity) for financial reporting purposes, such stock is considered capital for regulatory purposes
(see the section below entitled Risk-Based Capital Rules and Other Capital Requirements for
further information).
66
The following table presents capital stock outstanding, by type of institution, as of December 31,
2010 and 2009.
CAPITAL STOCK OUTSTANDING BY INSTITUTION TYPE
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
Commercial banks |
|
$ |
1,256 |
|
|
|
78 |
% |
|
$ |
2,200 |
|
|
|
87 |
% |
Thrifts |
|
|
218 |
|
|
|
14 |
|
|
|
213 |
|
|
|
8 |
|
Credit unions |
|
|
101 |
|
|
|
6 |
|
|
|
96 |
|
|
|
4 |
|
Insurance companies |
|
|
26 |
|
|
|
2 |
|
|
|
23 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock classified as capital |
|
|
1,601 |
|
|
|
100 |
|
|
|
2,532 |
|
|
|
100 |
|
Mandatorily redeemable capital stock |
|
|
8 |
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total regulatory capital stock |
|
$ |
1,609 |
|
|
|
100 |
% |
|
$ |
2,541 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings and Dividends
During the year ended December 31, 2010, the Banks retained earnings increased by $95.9 million,
from $356.3 million to $452.2 million. During 2010, the Bank paid dividends on capital stock
totaling $8.8 million (excluding dividends that were classified as an increase in the mandatorily
redeemable capital stock liability). The weighted average of the dividend rates paid during the
year (computed as the average of the rates paid in each quarter weighted by the number of days in
each quarter) was 0.375 percent, which was 12.5 basis points above the upper end of the Federal
Reserves target for the federal funds rate for the quarters ended December 31, 2009, March 31,
2010, June 30, 2010 and September 30, 2010. In comparison, the weighted average of the dividend
rates paid for 2009 and 2008 were 0.25 percent and 2.92 percent, reflecting dividends of $7.8
million and $75.1 million, respectively. The dividend rates paid for each quarter in 2009 and 2008
were equal to the average effective federal funds rate for the immediately preceding quarter.
The Bank is permitted by regulation to pay dividends only from previously retained earnings or
current net earnings. Additional restrictions regarding the payment of dividends (both existing
restrictions and those currently expected to become effective in 2011) are discussed in Item 5 -
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities. Dividends may be paid in the form of cash or capital stock as authorized by the Banks
Board of Directors. The Bank has had a long-standing practice of benchmarking the dividend rate
that it pays on capital stock to the federal funds rate. Consistent with that practice, the Bank
manages its balance sheet so that its returns (based on core earnings) generally track short-term
interest rates. The Bank declares and pays dividends after the close of the calendar quarter to
which the dividend pertains and the earnings for that quarter have been calculated.
The Bank has a retained earnings policy that calls for it to maintain retained earnings in an
amount sufficient to protect against potential identified accounting or economic losses due to
specified interest rate, credit and operations risks. With certain exceptions, the Banks retained
earnings policy calls for the Bank to maintain its retained earnings balance at or above its policy
target when determining the amount of funds available to pay dividends. The Banks current retained
earnings policy target, which was last updated in December 2010, calls for the Bank to maintain a
retained earnings balance of at least $213 million to protect against the risks identified in the
policy. Notwithstanding the fact that the Banks December 31, 2010 retained earnings balance of
$452.2 million exceeds the policy target balance, the Bank expects to continue to build its
retained earnings in keeping with its long-term strategic objectives and the provisions of the
recently adopted Joint Capital Enhancement Agreement, which is discussed more fully in Item 1
Business Capital Retained Earnings.
On March 23, 2011, the Banks Board of Directors approved a dividend in the form of capital stock
for the first quarter of 2011 at an annualized rate of 0.375 percent, which exceeds the upper end
of the Federal Reserves target for the federal funds rate for the fourth quarter of 2010 by 12.5
basis points. The first quarter dividend, applied to
67
average capital stock held during the period from October 1, 2010 through December 31, 2010, will
be paid on March 31, 2011.
While there can be no assurances, taking into consideration its current earnings expectations and
anticipated market conditions, the Bank currently expects to pay dividends for 2011 at or slightly
above the upper end of the Federal Reserves target for the federal funds rate for the applicable
dividend period (i.e., for each calendar quarter during this period, the upper end of the Federal
Reserves target for the federal funds rate for the preceding quarter).
Consistent with its long-standing practice, the Bank expects to pay these dividends in the form of
capital stock with any fractional shares paid in cash. Stock dividends paid on capital stock that
is classified as equity are reported as an issuance of capital stock. Stock dividends paid on
capital stock that is classified as mandatorily redeemable capital stock are reported as either an
issuance of capital stock or as an increase in the mandatorily redeemable capital stock liability
depending upon the event that caused the stock on which the dividend is being paid to be classified
as a liability. Stock dividends paid on stock subject to a written redemption notice are reported
as an issuance of capital stock as such dividends are not covered by the original redemption
notice. Stock dividends paid on stock that is subject to a withdrawal notice (or its equivalent)
are reported as an increase in the mandatorily redeemable capital stock liability. During the
years ended December 31, 2010, 2009 and 2008, the Bank did not receive any stock redemption
notices.
Derivatives and Hedging Activities
The Bank functions as a financial intermediary by channeling funds provided by investors in its
consolidated obligations to member institutions. During the course of a business day, all member
institutions may obtain advances through a variety of product types that include features as
diverse as variable and fixed coupons, overnight to 30-year maturities, and bullet (principal due
at maturity) or amortizing redemption schedules. The Bank funds advances primarily through the
issuance of consolidated obligation bonds and discount notes. The terms and amounts of these
consolidated obligation bonds and discount notes and the timing of their issuance is determined by
the Bank and is subject to investor demand as well as FHLBank System debt issuance policies.
The intermediation of the timing, structure, and amount of Bank members credit needs with the
investment requirements of the Banks creditors is made possible by the extensive use of interest
rate exchange agreements. The Banks general practice is to contemporaneously execute interest
rate exchange agreements when acquiring assets and/or issuing liabilities in order to convert the
instruments cash flows to a floating rate that is indexed to LIBOR. By doing so, the Bank reduces
its interest rate risk exposure and preserves the value of, and earns more stable returns on, its
members capital investment.
This use of derivatives is integral to the Banks financial management strategy, and the impact of
these interest rate exchange agreements permeates the Banks financial statements. Management has
put in place a risk management framework that outlines the permitted uses of interest rate
derivatives and that requires frequent reporting of their values and impact on the Banks financial
statements. All interest rate derivatives employed by the Bank hedge identifiable risks and none
are used for speculative purposes. All of the Banks derivative instruments that are designated in
ASC 815 hedging relationships are hedging fair value risk attributable to changes in LIBOR, the
designated benchmark interest rate. The Bank does not have any derivative instruments designated
as cash flow hedges.
ASC 815 requires that all derivative instruments be recorded in the statements of condition at
their fair values. Changes in the fair values of the Banks derivatives are recorded each period
in current earnings. ASC 815 also sets forth conditions that must exist in order for balance sheet
items to qualify for hedge accounting. If an asset or liability qualifies for hedge accounting,
changes in the fair value of the hedged item that are attributable to the hedged risk are also
recorded in earnings. As a result, the net effect is that only the ineffective portion of a
qualifying hedge has an impact on current earnings.
Under ASC 815, periodic earnings variability occurs in the form of the net difference between
changes in the fair values of the hedge (the derivative instrument) and the hedged item (the asset
or liability), if any, for accounting purposes. For the Bank, two types of hedging relationships
are primarily responsible for creating earnings volatility.
68
The first type involves transactions in which the Bank enters into interest rate swaps with coupon
cash flows identical or nearly identical to the cash flows of the hedged item (e.g., an advance,
investment security or consolidated obligation). In some cases involving hedges of this type, an
assumption of no ineffectiveness can be made and the changes in the fair values of the derivative
and the hedged item are considered identical and offsetting (hereinafter referred to as the
short-cut method). However, if the derivative or the hedged item do not have certain
characteristics defined in ASC 815, the assumption of no ineffectiveness cannot be made, and the
derivative and the hedged item must be marked to fair value independently (hereinafter referred to
as the long-haul method). Under the long-haul method, the two components of the hedging
relationship are marked to fair value using different discount rates, and the resulting changes in
fair value are generally slightly different from one another. Even though these differences are
generally relatively small when expressed as prices, their impact can become more significant when
multiplied by the principal amount of the transaction and then evaluated in the context of the
Banks net income. Further, during periods in which short-term interest rates are volatile, the
Bank may experience increased earnings variability related to differences in the timing between
changes in short-term rates and interest rate resets on the floating rate leg of its interest rate
swaps. The floating legs of most of the Banks fixed-for-floating interest rate swaps reset every
three months and are then fixed until the next reset date. When short-term rates change
significantly between the reset date and the valuation date, discounting the cash flows of the
floating rate leg at current market rates until the swaps next reset date can cause near-term
volatility in the Banks earnings. Nonetheless, the impact of these types of
ineffectiveness-related adjustments on earnings is transitory as the net earnings impact will be
zero over the life of the hedging relationship if the derivative and hedged item are held to
maturity or their call dates, which is generally the case for the Bank.
The second type of hedging relationship that creates earnings volatility involves transactions in
which the Bank enters into interest rate exchange agreements to hedge identifiable portfolio risks
that either do not qualify for hedge accounting under ASC 815 or are not designated in an ASC 815
hedging relationship (hereinafter referred to as an economic hedge). For instance, as described
above, the Bank holds interest rate caps as a hedge against embedded caps in its floating rate CMOs
classified as held-to-maturity securities. The changes in fair value of the interest rate caps
flow through current earnings without an offsetting change in the fair value of the hedged items
(i.e., the variable rate CMOs with embedded caps), which increases the volatility of the Banks
earnings. The impact of these changes in value on earnings over the life of the transactions will
equal the purchase price of the caps if these instruments are held until their maturity. In
addition, from time-to-time, the Bank uses interest rate basis swaps to reduce its exposure to
changes in spreads between one-month and three-month LIBOR and it uses interest rate swaps to
convert variable-rate consolidated obligations from one index rate (e.g., the daily federal funds
rate) to another index rate (e.g., one- or three-month LIBOR). The Bank also uses
fixed-for-floating interest rate swaps to hedge its fair value risk exposure associated with some
of its longer-term discount notes. The impact of the changes in fair value of these stand-alone
interest rate swaps on earnings over the life of the transactions will be zero if these instruments
are held until their maturity. The Bank generally holds its discount note swaps and federal funds
floater swaps to maturity.
At times, the Bank enters into optional advance commitments that provide members with the right to
enter into advances at specified fixed rates and terms on specified future dates, provided the
members have satisfied all of the customary requirements for such advances. The Bank hedges certain
of these commitments through the use of interest rate swaptions, which are treated as economic
hedges. The Bank has irrevocably elected to carry the hedged optional advance commitments at fair
value under the fair value option in an effort to mitigate the potential income statement
volatility that can arise from economic hedging relationships.
Because the use of interest rate derivatives enables the Bank to better manage its economic risks,
and thus run its business more effectively and efficiently, the Bank will continue to use them
during the normal course of its balance sheet management. The Bank views the accounting
consequences of using interest rate derivatives as being an important, but secondary,
consideration.
As a result of using interest rate exchange agreements extensively to fulfill its role as a
financial intermediary, the Bank has a large notional amount of interest rate exchange agreements
relative to its size. As of December 31, 2010, 2009 and 2008, the Banks notional balance of
interest rate exchange agreements was $36.4 billion, $66.7 billion and $70.1 billion, respectively,
while its total assets were $39.7 billion, $65.1 billion and $78.9 billion, respectively. The
notional amount of interest rate exchange agreements does not reflect the Banks credit risk
exposure which, as
69
discussed below, is much less than the notional amount. The following table provides the notional
balances of the Banks derivative instruments, by balance sheet category and accounting
designation, as of December 31, 2010, 2009 and 2008.
COMPOSITION OF DERIVATIVES BY BALANCE SHEET CATEGORY AND ACCOUNTING DESIGNATION
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Cut |
|
|
Long-Haul |
|
|
Economic |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Hedges |
|
|
Total |
|
December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
6,786 |
|
|
$ |
1,835 |
|
|
$ |
169 |
|
|
$ |
8,790 |
|
Investments |
|
|
|
|
|
|
|
|
|
|
3,700 |
|
|
|
3,700 |
|
Consolidated obligation bonds |
|
|
|
|
|
|
14,650 |
|
|
|
1,600 |
|
|
|
16,250 |
|
Consolidated obligation discount notes |
|
|
|
|
|
|
|
|
|
|
913 |
|
|
|
913 |
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
6,700 |
|
|
|
6,700 |
|
Intermediary positions |
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notional balance |
|
$ |
6,786 |
|
|
$ |
16,485 |
|
|
$ |
13,126 |
|
|
$ |
36,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
9,397 |
|
|
$ |
1,556 |
|
|
$ |
15 |
|
|
$ |
10,968 |
|
Investments |
|
|
|
|
|
|
|
|
|
|
3,750 |
|
|
|
3,750 |
|
Consolidated obligation bonds |
|
|
95 |
|
|
|
27,519 |
|
|
|
8,195 |
|
|
|
35,809 |
|
Consolidated obligation discount notes |
|
|
|
|
|
|
|
|
|
|
6,414 |
|
|
|
6,414 |
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
9,700 |
|
|
|
9,700 |
|
Intermediary positions |
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notional balance |
|
$ |
9,492 |
|
|
$ |
29,075 |
|
|
$ |
28,098 |
|
|
$ |
66,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
9,959 |
|
|
$ |
1,164 |
|
|
$ |
5 |
|
|
$ |
11,128 |
|
Investments |
|
|
|
|
|
|
40 |
|
|
|
3,500 |
|
|
|
3,540 |
|
Consolidated obligation bonds |
|
|
95 |
|
|
|
37,795 |
|
|
|
110 |
|
|
|
38,000 |
|
Consolidated obligation discount notes |
|
|
|
|
|
|
|
|
|
|
5,270 |
|
|
|
5,270 |
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
12,200 |
|
|
|
12,200 |
|
Intermediary positions |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notional balance |
|
$ |
10,054 |
|
|
$ |
38,999 |
|
|
$ |
21,092 |
|
|
$ |
70,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
The following table provides the notional balances of the Banks derivative instruments, by
hedging strategy, as of December 31, 2010 and 2009.
HEDGING STRATEGIES
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge |
|
Notional Amount |
|
|
|
|
|
Accounting |
|
at December 31, |
|
Hedged Item / Hedging Instrument |
|
Hedging Objective |
|
Designation |
|
2010 |
|
|
2009 |
|
Advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay fixed, receive floating interest rate swap (without options) |
|
Converts the advances fixed rate to a variable rate index. |
|
Fair Value Economic |
|
$ |
5,165 1 |
|
|
$ |
6,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay fixed, receive floating interest rate swap (with options) |
|
Converts the advances fixed rate to a variable rate index and offsets option risk in the advance. |
|
Fair Value Economic |
|
|
3,373 5 |
|
|
|
3,893 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate cap |
|
Offsets the interest rate cap embedded in a variable rate advance. |
|
Fair Value Economic |
|
|
83 13 |
|
|
|
76 10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaption |
|
Provides the option to enter into an interest rate swap to offset interest rate risk associated with an optional advance commitment. |
|
Economic |
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps |
|
Offsets the interest rate caps
embedded in a portfolio of variable rate |
|
Economic |
|
|
3,700 |
|
|
|
3,750 |
|
|
|
investment securities. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Obligation Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive fixed, pay floating interest rate swap (without options) |
|
Converts the bonds fixed rate
to a variable rate index. |
|
Fair Value |
|
|
10,116 |
|
|
|
20,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive fixed, pay floating interest rate swap (with options) |
|
Converts the bonds fixed rate to a variable rate index and offsets option risk in the bond. |
|
Fair Value |
|
|
4,296 |
|
|
|
6,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive floating with embedded features, pay floating interest rate swap (callable) |
|
Offsets the interest rate cap and option risk embedded in the bond. |
|
Fair Value |
|
|
238 |
|
|
|
440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive floating, pay floating basis swap |
|
Reduces interest rate sensitivity and repricing gaps by converting the bonds variable rate to
a different variable rate index. |
|
Economic |
|
|
1,600 |
|
|
|
8,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Obligation Discount Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive fixed, pay floating interest rate swap |
|
Converts the discount notes fixed rate to a variable rate index. |
|
Economic |
|
|
913 |
|
|
|
6,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay floating, receive floating basis swap |
|
To reduce interest rate sensitivity and repricing gaps by converting the asset or liabilitys variable rate to the same variable rate index as the funding source or asset being funded. |
|
Economic |
|
|
6,700 |
|
|
|
9,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermediary Positions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay fixed, receive floating
interest rate swap, and receive fixed, pay floating interest rate
swap |
|
To provide interest rate swaps to members and to offset
these interest rate swaps by executing interest rate swaps with the Banks derivative counterparties. |
|
Economic |
|
|
44 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
36,397 |
|
|
$ |
66,665 |
|
71
The following table presents the earnings impact of derivatives and hedging activities, and
the changes in fair value of any hedged items recorded at fair value during the years ended
December 31, 2010, 2009 and 2008.
NET EARNINGS IMPACT OF DERIVATIVES AND HEDGING ACTIVITIES
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
Consolidated |
|
|
Optional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligation |
|
|
Obligation |
|
|
Advance |
|
|
Balance |
|
|
|
|
|
|
Advances |
|
|
Investments |
|
|
Bonds |
|
|
Discount Notes |
|
|
Commitments |
|
|
Sheet |
|
|
Total |
|
Year ended December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization/accretion of hedging activities in net
interest income (1) |
|
$ |
1 |
|
|
$ |
|
|
|
$ |
(27 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(26 |
) |
Net interest settlements included in net interest
income (2) |
|
|
(279 |
) |
|
|
|
|
|
|
420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on derivatives and hedging activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses on fair value hedges |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Net gains (losses) on economic hedges |
|
|
|
|
|
|
(32 |
) |
|
|
(8 |
) |
|
|
(1 |
) |
|
|
3 |
|
|
|
2 |
|
|
|
(36 |
) |
Net interest settlements on economic hedges |
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
5 |
|
|
|
|
|
|
|
2 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on derivatives and hedging
activities |
|
|
(1 |
) |
|
|
(32 |
) |
|
|
4 |
|
|
|
4 |
|
|
|
3 |
|
|
|
4 |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impact of derivatives and hedging activities |
|
|
(279 |
) |
|
|
(32 |
) |
|
|
397 |
|
|
|
4 |
|
|
|
3 |
|
|
|
4 |
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss on hedged financial instruments held at fair
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(279 |
) |
|
$ |
(32 |
) |
|
$ |
397 |
|
|
$ |
4 |
|
|
$ |
|
|
|
$ |
4 |
|
|
$ |
94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization/accretion of hedging activities in net
interest income (1) |
|
$ |
(5 |
) |
|
$ |
|
|
|
$ |
(11 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(16 |
) |
Net interest settlements included in net interest
income (2) |
|
|
(293 |
) |
|
|
|
|
|
|
471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on derivatives and hedging activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on fair value hedges |
|
|
(3 |
) |
|
|
|
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59 |
|
Net gains (losses) on economic hedges |
|
|
|
|
|
|
14 |
|
|
|
10 |
|
|
|
(7 |
) |
|
|
|
|
|
|
9 |
|
|
|
26 |
|
Net interest settlements on economic hedges |
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
27 |
|
|
|
|
|
|
|
66 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on derivatives and hedging
activities |
|
|
(3 |
) |
|
|
14 |
|
|
|
87 |
|
|
|
20 |
|
|
|
|
|
|
|
75 |
|
|
|
193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impact of derivatives and hedging activities |
|
$ |
(301 |
) |
|
$ |
14 |
|
|
$ |
547 |
|
|
$ |
20 |
|
|
$ |
|
|
|
$ |
75 |
|
|
$ |
355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization/accretion of hedging activities in net
interest income (1) |
|
$ |
(2 |
) |
|
$ |
|
|
|
$ |
6 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4 |
|
Net interest settlements included in net interest
income (2) |
|
|
(84 |
) |
|
|
(19 |
) |
|
|
218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on derivatives and hedging activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on fair value hedges |
|
|
3 |
|
|
|
4 |
|
|
|
(55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48 |
) |
Net gains (losses) on economic hedges |
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
9 |
|
|
|
|
|
|
|
42 |
|
|
|
49 |
|
Net interest settlements on economic hedges |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
(2 |
) |
|
|
|
|
|
|
7 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on derivatives and hedging
activities |
|
|
3 |
|
|
|
3 |
|
|
|
(55 |
) |
|
|
7 |
|
|
|
|
|
|
|
49 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impact of derivatives and hedging activities |
|
$ |
(83 |
) |
|
$ |
(16 |
) |
|
$ |
169 |
|
|
$ |
7 |
|
|
$ |
|
|
|
$ |
49 |
|
|
$ |
126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the amortization/accretion of hedging fair value adjustments for both open and closed hedge positions. |
|
(2) |
|
Represents interest income/expense on derivatives included in net
interest income. |
By entering into interest rate exchange agreements with highly rated financial institutions
(with which it has in place master swap agreements and credit support addendums), the Bank
generally exchanges a defined market risk for the risk that the counterparty will not be able to
fulfill its obligation in the future. The Bank manages this credit risk by spreading its
transactions among as many highly rated counterparties as is practicable, by entering into
collateral exchange agreements with all counterparties that include minimum collateral thresholds,
and by monitoring its exposure to each counterparty at least monthly and as often as daily. In
addition, all of the Banks collateral exchange agreements include master netting arrangements
whereby the fair values of all interest rate derivatives (including accrued interest receivables
and payables) with each counterparty are offset for purposes of measuring credit exposure. The
collateral exchange agreements require the delivery of collateral consisting of cash or very
liquid, highly rated securities (generally consisting of U.S. government guaranteed or agency debt
securities) if credit risk exposures rise above the minimum thresholds. As of December 31, 2010
and 2009, only cash collateral had been delivered under the terms of these collateral exchange
agreements.
72
The maximum credit risk exposure is the estimated cost, on a present value basis, of replacing at
current market rates all interest rate exchange agreements with a counterparty with which the Bank
is in a net gain position, if the counterparty were to default. Maximum credit risk exposure also
considers the existence of any cash collateral held or remitted by the Bank. The Banks collateral
exchange agreements with its counterparties generally establish maximum unsecured credit exposure
thresholds (typically ranging from $100,000 to $500,000) that one party may have to the other.
Once the counterparties agree to the valuations of the interest rate exchange agreements, and it is
determined that the unsecured credit exposure exceeds the threshold, then, upon a request made by
the unsecured counterparty, the party that has the unsecured obligation to the counterparty bearing
the risk of the unsecured credit exposure generally must deliver sufficient collateral to reduce
the unsecured credit exposure to zero.
The following table provides information regarding the Banks derivative counterparty credit
exposure as of December 31, 2010 and 2009.
DERIVATIVES COUNTERPARTY CREDIT EXPOSURE
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
Cash |
|
|
|
|
Credit |
|
|
Number of |
|
|
Notional |
|
|
Credit |
|
|
Collateral |
|
|
Net Credit |
|
Rating(1) |
|
|
Counterparties |
|
|
Principal(2) |
|
|
Exposure |
|
|
Due(3) |
|
|
Exposure |
|
December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaa |
|
|
|
1 |
|
|
$ |
234.0 |
|
|
$ |
3.8 |
|
|
$ |
3.8 |
|
|
$ |
|
|
Aa(4) |
|
|
|
10 |
|
|
|
28,790.3 |
|
|
|
29.2 |
|
|
|
28.1 |
|
|
|
1.1 |
|
A(5) |
|
|
|
3 |
|
|
|
7,350.7 |
|
|
|
1.2 |
|
|
|
1.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
36,375.0 |
|
|
$ |
34.2 |
|
|
$ |
33.0 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member institutions (6) |
|
|
|
5 |
|
|
|
22.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
19 |
|
|
$ |
36,397.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaa |
|
|
|
1 |
|
|
$ |
543.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Aa(4) |
|
|
|
10 |
|
|
|
51,897.1 |
|
|
|
27.5 |
|
|
|
25.8 |
|
|
|
1.7 |
|
A(5) |
|
|
|
4 |
|
|
|
14,212.7 |
|
|
|
22.2 |
|
|
|
22.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
66,652.8 |
|
|
$ |
49.7 |
|
|
$ |
48.0 |
|
|
$ |
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member institutions(6) |
|
|
|
3 |
|
|
|
12.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
18 |
|
|
$ |
66,664.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Credit ratings shown in the table are obtained from Moodys and are as of December 31, 2010 and December 31, 2009, respectively. |
|
(2) |
|
Includes amounts that had not settled as of December 31, 2010 and December 31, 2009. |
|
(3) |
|
Amount of collateral to which the Bank had contractual rights under counterparty credit agreements based on December 31, 2010
and December 31, 2009 credit exposures. Cash collateral totaling $33.0 million and $48.0 million was delivered under these
agreements in early January 2011 and early January 2010, respectively. |
|
(4) |
|
The figures for Aa-rated counterparties as of December 31, 2010 and December 31, 2009 include transactions with a counterparty
that is affiliated with a member institution. Transactions with this counterparty had an aggregate notional principal of $1.8 billion and $753 million as of December 31, 2010 and December 31, 2009, respectively.
These transactions represented a maximum credit
exposure of $4.9 million and $0.3 million to the Bank as of December 31, 2010 and December 31, 2009, respectively. |
|
(5) |
|
The figures for A-rated counterparties as of December 31, 2010 and December 31, 2009 include transactions with one counterparty
that is affiliated with a non-member shareholder of the Bank. Transactions with that counterparty had an aggregate notional
principal of $4.5 billion and $3.2 billion as of December 31, 2010 and December 31, 2009, respectively. These transactions
represented a maximum credit exposure of $1.1 million and $14.1 million as of December 31, 2010 and December 31, 2009. |
|
(6) |
|
This product offering and the collateral provisions associated therewith are discussed in
the paragraph below. |
73
The Bank offers interest rate swaps, caps and floors to its members to assist them in meeting
their risk management objectives. In derivative transactions with its members, the Bank acts as an
intermediary by entering into an interest rate exchange agreement with the member and then entering
into an offsetting interest rate exchange agreement with one of the Banks derivative
counterparties discussed above. When entering into interest rate exchange agreements with its
members, the Bank requires the member to post eligible collateral in an amount equal to the sum of
the net market value of the members derivative transactions with the Bank (if the value is
positive to the Bank) plus a percentage of the notional amount of any interest rate swaps, with
market values determined on at least a monthly basis. Eligible collateral for derivative
transactions consists of collateral that is eligible to secure advances and other obligations under
the members Advances and Security Agreement with the Bank (for a description of eligible
collateral, see Item 1 Business Products and Services Advances).
On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the Dodd-Frank Act), which provides for new statutory and
regulatory requirements for derivative transactions, including those used by the Bank to hedge its
interest rate risk. Because the Dodd-Frank Act calls for a number of regulations, orders,
determinations and reports to be issued, the impact of this legislation on our hedging activities
and the costs associated with those activities will become known only after the required
regulations, orders, determinations, and reports are issued and implemented. For further
information regarding the Dodd-Frank Act, see Item 1 Business Legislative and Regulatory
Developments.
Market Value of Equity
The ratio of the Banks estimated market value of equity to its book value of equity was 110
percent at December 31, 2010. In comparison, this ratio was 100 percent as of December 31, 2009.
For additional discussion, see Item 7A Quantitative and Qualitative Disclosures About Market
Risk.
Results of Operations
Net Income
Net income for 2010, 2009 and 2008 was $104.7 million, $148.1 million and $79.3 million,
respectively. The Banks net income for 2010 represented a return on average capital stock
(ROCS) of 4.92 percent, which was 474 basis points above the average effective federal funds rate
for the year. In comparison, the Banks ROCS was 5.39 percent in 2009 and 2.73 percent in 2008;
these rates of return exceeded the average effective federal funds rate for those years by 523
basis points and 81 basis points, respectively. To derive the Banks ROCS, net income is divided
by average capital stock outstanding excluding stock that is classified as mandatorily redeemable
capital stock. The factors contributing to the fluctuation in ROCS compared to the average
effective federal funds rate are discussed below.
While the Bank is exempt from all federal, state and local taxation (except for real property
taxes), it is obligated to set aside amounts for its Affordable Housing Program (AHP) and
generally to make quarterly payments to the Resolution Funding Corporation (REFCORP).
Assessments for AHP and REFCORP, which are more fully described below, equate to a minimum 26.5
percent effective income tax rate for the Bank. Because interest expense on mandatorily redeemable
capital stock is not deductible for purposes of computing the Banks AHP assessment, the effective
rate may exceed 26.5 percent. In 2010, 2009 and 2008, the effective rates were 26.5 percent, 26.5
percent and 26.6 percent, respectively. In 2010, 2009 and 2008, the combined AHP and REFCORP
assessments were $37.8 million, $53.5 million and $28.8 million, respectively.
Income Before Assessments
During 2010, 2009 and 2008, the Banks income before assessments was $142.6 million, $201.5 million
and $108.1 million, respectively.
The $58.9 million decrease in income before assessments for 2010 as compared to 2009 was
attributable to a $214.6 million negative change in other income/loss (which was due primarily to a
$210.8 million negative change in the Banks gains/losses on derivatives and hedging activities)
and a $2.2 million increase in other expenses, offset by a $157.9 million increase in net interest
income.
74
The $93.4 million increase in income before assessments for 2009 as compared to 2008 was
attributable to a $177.8 million increase in other income (which was due largely to the Banks
derivative and hedging activities), offset by a $73.9 million decrease in net interest income and a
$10.5 million increase in other expenses.
The components of income before assessments (net interest income, other income/loss and other
expense) are discussed in more detail in the following sections.
Net Interest Income
In 2010, 2009 and 2008, the Banks net interest income was $234.4 million, $76.5 million and $150.4
million, respectively, and its net interest margin was 44 basis points, 11 basis points and 20
basis points, respectively. Net interest margin, or net interest income as a percent of average
earning assets, is a function of net interest spread and the rates of return on assets funded by
the investment of the Banks capital. Net interest spread is the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities. Net interest income, net
interest margin and net interest spread are impacted positively or negatively, as the case may be,
by the inclusion or exclusion of net interest income/expense associated with the Banks interest
rate exchange agreements. To the extent such agreements qualify for fair value hedge accounting,
the net interest income/expense associated with the agreements is included in net interest income
and the calculations of net interest margin and net interest spread. Conversely, if such
agreements do not qualify for fair value hedge accounting (economic hedges), the net interest
income/expense associated with the agreements is excluded from net interest income and the
calculations of the Banks net interest margin and net interest spread. As the Banks portfolio of
economic hedges has become larger in recent years, the effects of this accounting treatment can be
significant, as demonstrated by a comparison of the Banks results for 2010 and 2009.
The following table presents average balance sheet amounts together with the total dollar amounts
of interest income and expense and the weighted average interest rates of major earning asset
categories and the funding sources for those earning assets for 2010, 2009 and 2008.
75
YIELD AND SPREAD ANALYSIS
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balance |
|
|
Expense(d) |
|
|
Rate(a)(d) |
|
|
Balance |
|
|
Expense(d) |
|
|
Rate(a)(d) |
|
|
Balance |
|
|
Expense(d) |
|
|
Rate(a)(d) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
deposits (b) |
|
$ |
185 |
|
|
$ |
|
|
|
|
0.19 |
% |
|
$ |
335 |
|
|
$ |
1 |
|
|
|
0.20 |
% |
|
$ |
174 |
|
|
$ |
3 |
|
|
|
1.69 |
% |
Federal
funds sold
(c) |
|
|
3,831 |
|
|
|
6 |
|
|
|
0.15 |
% |
|
|
3,908 |
|
|
|
5 |
|
|
|
0.13 |
% |
|
|
4,946 |
|
|
|
96 |
|
|
|
1.94 |
% |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading |
|
|
335 |
|
|
|
|
|
|
|
0.13 |
% |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Available-for-sale (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
1.70 |
% |
|
|
331 |
|
|
|
10 |
|
|
|
3.13 |
% |
Held-to-maturity
(e) |
|
|
10,257 |
|
|
|
135 |
|
|
|
1.31 |
% |
|
|
11,901 |
|
|
|
150 |
|
|
|
1.26 |
% |
|
|
10,003 |
|
|
|
349 |
|
|
|
3.49 |
% |
Advances (f) |
|
|
38,123 |
|
|
|
326 |
|
|
|
0.85 |
% |
|
|
53,536 |
|
|
|
665 |
|
|
|
1.24 |
% |
|
|
58,671 |
|
|
|
1,816 |
|
|
|
3.10 |
% |
Mortgage loans held for portfolio |
|
|
235 |
|
|
|
13 |
|
|
|
5.52 |
% |
|
|
292 |
|
|
|
16 |
|
|
|
5.51 |
% |
|
|
353 |
|
|
|
20 |
|
|
|
5.60 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
52,966 |
|
|
|
480 |
|
|
|
0.91 |
% |
|
|
70,003 |
|
|
|
837 |
|
|
|
1.20 |
% |
|
|
74,481 |
|
|
|
2,294 |
|
|
|
3.08 |
% |
Cash and due from banks |
|
|
318 |
|
|
|
|
|
|
|
|
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
229 |
|
|
|
|
|
|
|
|
|
|
|
408 |
|
|
|
|
|
|
|
|
|
|
|
414 |
|
|
|
|
|
|
|
|
|
Derivatives netting adjustment (b) |
|
|
(308 |
) |
|
|
|
|
|
|
|
|
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
|
(330 |
) |
|
|
|
|
|
|
|
|
Fair value adjustment on available-for-sale
securities (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
Adjustment for net non-credit portion of other-than-temporary
impairments on held-to-maturity
securities (e) |
|
|
(62 |
) |
|
|
|
|
|
|
|
|
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
53,143 |
|
|
|
480 |
|
|
|
0.90 |
% |
|
$ |
70,018 |
|
|
|
837 |
|
|
|
1.20 |
% |
|
$ |
74,641 |
|
|
|
2,294 |
|
|
|
3.07 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
deposits
(b) |
|
$ |
1,294 |
|
|
|
1 |
|
|
|
0.05 |
% |
|
$ |
1,445 |
|
|
|
1 |
|
|
|
0.10 |
% |
|
$ |
2,965 |
|
|
|
58 |
|
|
|
1.97 |
% |
Consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
44,269 |
|
|
|
234 |
|
|
|
0.53 |
% |
|
|
50,424 |
|
|
|
553 |
|
|
|
1.10 |
% |
|
|
49,110 |
|
|
|
1,564 |
|
|
|
3.18 |
% |
Discount notes |
|
|
4,794 |
|
|
|
11 |
|
|
|
0.22 |
% |
|
|
14,752 |
|
|
|
207 |
|
|
|
1.40 |
% |
|
|
18,851 |
|
|
|
521 |
|
|
|
2.77 |
% |
Mandatorily redeemable capital stock
and other borrowings |
|
|
8 |
|
|
|
|
|
|
|
0.43 |
% |
|
|
58 |
|
|
|
|
|
|
|
0.15 |
% |
|
|
68 |
|
|
|
1 |
|
|
|
2.02 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing
liabilities |
|
|
50,365 |
|
|
|
246 |
|
|
|
0.49 |
% |
|
|
66,679 |
|
|
|
761 |
|
|
|
1.14 |
% |
|
|
70,994 |
|
|
|
2,144 |
|
|
|
3.02 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
612 |
|
|
|
|
|
|
|
|
|
|
|
785 |
|
|
|
|
|
|
|
|
|
|
|
822 |
|
|
|
|
|
|
|
|
|
Derivatives netting adjustment (b) |
|
|
(308 |
) |
|
|
|
|
|
|
|
|
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
|
(330 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
50,669 |
|
|
|
246 |
|
|
|
0.48 |
% |
|
|
67,006 |
|
|
|
761 |
|
|
|
1.14 |
% |
|
|
71,486 |
|
|
|
2,144 |
|
|
|
3.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
|
2,474 |
|
|
|
|
|
|
|
|
|
|
|
3,012 |
|
|
|
|
|
|
|
|
|
|
|
3,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and capital |
|
$ |
53,143 |
|
|
|
|
|
|
|
0.46 |
% |
|
$ |
70,018 |
|
|
|
|
|
|
|
1.09 |
% |
|
$ |
74,641 |
|
|
|
|
|
|
|
2.87 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
234 |
|
|
|
|
|
|
|
|
|
|
$ |
76 |
|
|
|
|
|
|
|
|
|
|
$ |
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
0.44 |
% |
|
|
|
|
|
|
|
|
|
|
0.11 |
% |
|
|
|
|
|
|
|
|
|
|
0.20 |
% |
Net interest spread |
|
|
|
|
|
|
|
|
|
|
0.42 |
% |
|
|
|
|
|
|
|
|
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of non-interest bearing funds |
|
|
|
|
|
|
|
|
|
|
0.02 |
% |
|
|
|
|
|
|
|
|
|
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Amounts used to calculate average rates are based on whole dollars. Accordingly, recalculations based upon the disclosed amounts (millions) may
not produce the same results. |
|
(b) |
|
The Bank offsets the fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against the fair
value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The average balances
of interest-bearing deposit assets for the years ended December 31, 2010, 2009 and 2008 in the table above include $185 million, $179 million, and
$130 million, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, the
average balances of
interest-bearing deposit liabilities for the years ended December 31, 2010, 2009 and 2008 in the table above include $123 million, $280 million,
and $200 million,
respectively, which
are classified as
derivative
assets/liabilities
on the statements of
condition. |
|
(c) |
|
Includes overnight federal
funds sold to other FHLBanks. |
|
(d) |
|
Interest income/expense and average rates include the effects of associated interest rate exchange agreements to the extent such agreements qualify
for fair value hedge accounting. If the agreements do not qualify for hedge accounting or were not designated in a hedging relationship for accounting
purposes, the net interest income/expense associated with such agreements is recorded in other income (loss) in the statements of income and
therefore excluded from the Yield and Spread Analysis. Net interest income on economic hedge derivatives totaled $18.7 million, $107.6 million, and
$5.0 million for the years ended December 31, 2010, 2009 and 2008, respectively, the components of which are presented below in the sub-section
entitled Other Income (Loss). |
|
(e) |
|
Average balances for available-for-sale and held-to-maturity securities are calculated based upon amortized cost. |
|
(f) |
|
Interest income and average rates include
prepayment fees on advances. |
Due to lower short-term interest rates in 2010 and 2009, the contribution of the Banks
invested capital to the net interest margin (the impact of non-interest bearing funds) decreased
from 14 basis points in 2008 to 5 basis points in 2009 and 2 basis points in 2010. The Banks net
interest spread (based on reported results, which exclude net interest payments on economic hedge
derivatives) was 42 basis points in 2010 and 6 basis points in both 2009 and 2008.
As noted above, the Banks net interest income excludes net interest payments on economic hedge
derivatives. In 2010, 2009 and 2008, the Bank used approximately $7.9 billion, $11.3 billion and
$6.2 billion (average notional balances), respectively, of interest rate basis swaps to hedge the
risk of changes in spreads between one- and three-month LIBOR, approximately $2.1 billion, $6.4
billion, and $5.9 billion (average notional balances), respectively, of fixed-for-floating interest
rate swaps to hedge some of its longer-term discount notes, and approximately $2.9 billion, $6.8
billion and $12.0 million (average notional balances), respectively, of interest rate swaps to
convert variable-rate consolidated obligations from the daily federal funds rate to three-month
LIBOR (federal funds floater
76
swaps). These swaps are accounted for as economic hedges. Net
interest income associated with economic hedge derivatives is recorded in other income (loss) in
the statements of income and therefore excluded from net interest income, net interest margin and
net interest spread. Net interest income on the Banks economic hedge derivatives totaled $18.7
million, $107.6 million and $5.0 million for the years ended December 31, 2010, 2009 and 2008,
respectively. Had this interest income on economic hedge derivatives been included in net interest
income, the Banks net interest margin would have been 48 basis points, 27 basis points and 21
basis points for the years ended December 31, 2010, 2009 and 2008, respectively, and its net
interest spread would have been 46 basis points, 22 basis points and 7 basis points, respectively,
for those same periods. The increase in the Banks net interest spread from 2009 to 2010 was due
largely to lower levels of short-term interest rates, improved debt costs relative to LIBOR, and
higher yields on the Banks agency CMO portfolio, as further discussed below. The increase in the
Banks net interest spread from 2008 to 2009 (inclusive of net interest payments on economic hedge
derivatives) is primarily related to actions the Bank took in late 2008 to ensure its ability to
provide liquidity to its members, as further discussed below. These actions had a lower impact on
the Banks net interest spread in 2009 as compared to 2008.
The Banks net interest spread for the fourth quarter of 2008 and the first quarter of 2009 (and
therefore its net interest spread for the years ended December 31, 2009 and 2008) was adversely
impacted by actions the Bank took in late 2008 to ensure its ability to provide liquidity to its
members during a period of unusual market disruption. At the height of the credit market
disruptions in the early part of the fourth quarter of 2008, and in order to ensure that the Bank
would have sufficient liquidity on hand to fund member advances throughout the year-end period, the
Bank replaced short-term liabilities with new issues of debt with maturities that extended into
2009 instead of issuing very short-maturity debt. As yields subsequently declined sharply on the
Banks short-term assets, including overnight federal funds sold and short-term advances to
members, this fixed rate debt was carried at a negative spread. The negative impact of this debt
on the Banks net interest income, net interest margin and net interest spread was minimal in the
last nine months of 2009, as much of the relatively high cost debt issued in late 2008 matured in
the first quarter of 2009.
As discussed in Item 7A Quantitative and Qualitative Disclosures About Market Risk Interest
Rate Risk Components, the Bank acquires assets whose structural characteristics and/or size limit
the Banks ability to enter into interest rate exchange agreements having mirror image cash flows.
These assets include fixed rate, fixed-schedule, amortizing advances and mortgage-related assets.
The Bank periodically evaluates the volume of such assets and issues a corresponding amount of
fixed rate debt with similar maturities or enters into interest rate swaps to offset the interest
rate risk created by the pool of fixed rate assets. Notwithstanding these measures, a small portion
of the Banks mortgage loans held for portfolio and advances remain unmatched and unhedged. The
lower levels of short-term interest rates (particularly three-month LIBOR) during 2010 increased
the spread between these assets and the Banks floating rate liabilities.
As noted above, the Banks net interest spread for 2010 was positively impacted by higher yields on
the Banks agency CMO portfolio. During the first quarter of 2010, Fannie Mae and Freddie Mac
announced plans to repurchase loans that are at least 120 days delinquent from the mortgage pools
underlying the CMOs guaranteed by those institutions. The initial purchases, which included
delinquent loans that had accumulated up to that point in time, occurred during the period from
February 2010 through May 2010, with additional purchases of delinquent loans occurring thereafter
as needed. The repayments resulting from these repurchases resulted in approximately $13.5 million
of accelerated accretion of the purchase discounts associated with the Banks investments in
certain of these securities during the first half of 2010. Such repurchases by Fannie Mae and
Freddie Mac did not have a significant impact on the Banks net interest income during the second
half of 2010, nor are they expected to have a significant impact on the Banks net interest income
during 2011.
77
Rate and Volume Analysis
Changes in both volume (i.e., average balances) and interest rates influence changes in net
interest income and net interest margin. The following table summarizes changes in interest income
and interest expense between 2010 and 2009 and between 2009 and 2008 and excludes net interest
income on economic hedge derivatives as discussed above. Changes in interest income and interest
expense that cannot be attributed to either volume or rate have been allocated to the volume and
rate categories based upon the proportion of the absolute value of the volume and rate changes.
RATE AND VOLUME ANALYSIS
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 vs. 2009 |
|
|
2009 vs. 2008 |
|
|
|
Increase (Decrease) Due To |
|
|
Increase (Decrease) Due To |
|
|
|
Volume |
|
|
Rate |
|
|
Total |
|
|
Volume |
|
|
Rate |
|
|
Total |
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
$ |
|
|
|
$ |
(1 |
) |
|
$ |
(1 |
) |
|
$ |
2 |
|
|
$ |
(4 |
) |
|
$ |
(2 |
) |
Federal funds sold |
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
(17 |
) |
|
|
(74 |
) |
|
|
(91 |
) |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
(3 |
) |
|
|
(10 |
) |
Held-to-maturity |
|
|
(21 |
) |
|
|
6 |
|
|
|
(15 |
) |
|
|
57 |
|
|
|
(256 |
) |
|
|
(199 |
) |
Advances |
|
|
(163 |
) |
|
|
(176 |
) |
|
|
(339 |
) |
|
|
(147 |
) |
|
|
(1,004 |
) |
|
|
(1,151 |
) |
Mortgage loans held for portfolio |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
(187 |
) |
|
|
(170 |
) |
|
|
(357 |
) |
|
|
(115 |
) |
|
|
(1,342 |
) |
|
|
(1,457 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
(37 |
) |
|
|
(57 |
) |
Consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(61 |
) |
|
|
(258 |
) |
|
|
(319 |
) |
|
|
40 |
|
|
|
(1,051 |
) |
|
|
(1,011 |
) |
Discount notes |
|
|
(87 |
) |
|
|
(109 |
) |
|
|
(196 |
) |
|
|
(96 |
) |
|
|
(218 |
) |
|
|
(314 |
) |
Mandatorily redeemable capital stock
and other borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
(148 |
) |
|
|
(367 |
) |
|
|
(515 |
) |
|
|
(76 |
) |
|
|
(1,307 |
) |
|
|
(1,383 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net interest income |
|
$ |
(39 |
) |
|
$ |
197 |
|
|
$ |
158 |
|
|
$ |
(39 |
) |
|
$ |
(35 |
) |
|
$ |
(74 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78
Other Income (Loss)
The following table presents the various components of other income (loss) for the years ended
December 31, 2010, 2009 and 2008.
OTHER INCOME (LOSS)
(In thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Net interest income (expense) associated with: |
|
|
|
|
|
|
|
|
|
|
|
|
Economic hedge derivatives related to available-for-sale securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
(87 |
) |
Economic hedge derivatives related to consolidated obligation federal
funds floater bonds |
|
|
12,145 |
|
|
|
14,919 |
|
|
|
(61 |
) |
Economic hedge derivatives related to other consolidated obligation bonds |
|
|
|
|
|
|
|
|
|
|
1,328 |
|
Economic hedge derivatives related to consolidated obligation discount notes |
|
|
5,018 |
|
|
|
27,066 |
|
|
|
(2,300 |
) |
Stand-alone economic hedge derivatives (basis swaps) |
|
|
1,669 |
|
|
|
65,939 |
|
|
|
6,579 |
|
Stand-alone economic hedge derivatives (forward rate agreements) |
|
|
|
|
|
|
(304 |
) |
|
|
|
|
Member/offsetting swaps |
|
|
5 |
|
|
|
4 |
|
|
|
|
|
Economic hedge derivatives related to advances |
|
|
(101 |
) |
|
|
(60 |
) |
|
|
(503 |
) |
|
|
|
|
|
|
|
|
|
|
Total net interest income associated with economic hedge derivatives |
|
|
18,736 |
|
|
|
107,564 |
|
|
|
4,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) related to economic hedge derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
Gains related to stand-alone derivatives (basis swaps) |
|
|
2,033 |
|
|
|
8,994 |
|
|
|
42,530 |
|
Gains (losses) on federal funds floater swaps |
|
|
(8,176 |
) |
|
|
10,337 |
|
|
|
75 |
|
Gains (losses) on interest rate caps related to held-to-maturity
securities |
|
|
(31,930 |
) |
|
|
14,316 |
|
|
|
(2,243 |
) |
Gains (losses) on discount note swaps |
|
|
(1,324 |
) |
|
|
(7,395 |
) |
|
|
9,216 |
|
Net gains on member/offsetting swaps |
|
|
36 |
|
|
|
30 |
|
|
|
16 |
|
Gains on swaptions related to optional advance commitments |
|
|
3,248 |
|
|
|
|
|
|
|
|
|
Gains (losses) related to other economic hedge derivatives
(advance/AFS(2)/CO(1) swaps and advance caps) |
|
|
59 |
|
|
|
(36 |
) |
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
Total fair value gains (losses) related to economic hedge derivatives |
|
|
(36,054 |
) |
|
|
26,246 |
|
|
|
49,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) related to fair value hedge ineffectiveness |
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on advances and associated hedges |
|
|
(744 |
) |
|
|
(3,061 |
) |
|
|
3,063 |
|
Net gains (losses) on CO(1) bonds and associated hedges |
|
|
323 |
|
|
|
62,462 |
|
|
|
(55,368 |
) |
Net gains (losses) on AFS(2) securities and associated hedges |
|
|
|
|
|
|
(102 |
) |
|
|
4,077 |
|
|
|
|
|
|
|
|
|
|
|
Total fair value hedge ineffectiveness |
|
|
(421 |
) |
|
|
59,299 |
|
|
|
(48,228 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on unhedged trading securities |
|
|
459 |
|
|
|
586 |
|
|
|
(627 |
) |
Credit component of other-than-temporary impairment losses on
held-to-maturity securities |
|
|
(2,554 |
) |
|
|
(4,022 |
) |
|
|
|
|
Losses on other liabilities carried at fair value under the fair value option
(optional advance commitments) |
|
|
(3,575 |
) |
|
|
|
|
|
|
|
|
Gains on early extinguishment of debt |
|
|
440 |
|
|
|
553 |
|
|
|
8,794 |
|
Net realized gains (losses) on sales of AFS(2) securities |
|
|
|
|
|
|
843 |
|
|
|
(919 |
) |
Service fees |
|
|
2,818 |
|
|
|
3,074 |
|
|
|
3,510 |
|
Other, net |
|
|
5,892 |
|
|
|
6,212 |
|
|
|
5,143 |
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
3,480 |
|
|
|
7,246 |
|
|
|
15,901 |
|
|
|
|
|
|
|
|
|
|
|
Total other income (loss) |
|
$ |
(14,259 |
) |
|
$ |
200,355 |
|
|
$ |
22,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consolidated obligations |
|
(2) |
|
Available-for-sale |
79
Since the fourth quarter of 2008, the Bank has issued a number of consolidated obligation
bonds that are indexed to the daily federal funds rate. The Bank uses federal funds floater swaps
to convert its interest payments with respect to these bonds from the daily federal funds rate to
three-month LIBOR. As of December 31, 2010, the Banks federal funds floater swaps had an
aggregate notional amount of $1.6 billion. As economic hedge derivatives, the changes in the fair
values of the federal funds floater swaps are recorded in earnings with no offsetting changes in
the fair values of the hedged items (i.e., the consolidated obligation federal funds floater bonds)
and therefore can be a source of volatility in the Banks earnings. The fair values of federal
funds floater swaps generally fluctuate based on the timing of the interest rate reset dates, the
relationship between the federal funds rate and three-month LIBOR at the time of measurement, the
projected relationship between the federal funds rate and three-month LIBOR for the remaining term
of the interest rate swap and the relationship between the current coupons for the interest rate
swap and the prevailing market rates at the valuation date. At December 31, 2010, the carrying
values of the Banks federal funds floater swaps totaled $2.0 million, excluding net accrued
interest receivable.
During 2008, the Bank began hedging some of its longer-term consolidated obligation discount notes
using fixed-for-floating interest rate swaps. As of December 31, 2010, the Banks discount note
swaps had an aggregate notional balance of $0.9 billion. As stand-alone derivatives, the changes in
the fair values of the Banks discount note swaps are recorded in earnings with no offsetting
changes in the fair values of the hedged items (i.e., the consolidated obligation discount notes)
and therefore can also be a source of volatility in the Banks earnings. At December 31, 2010, the
carrying values of the Banks discount note swaps totaled $0.5 million, excluding net accrued
interest receivable.
From time to time, the Bank enters into interest rate basis swaps to reduce its exposure to
changing spreads between one- and three-month LIBOR. Under these agreements, the Bank generally
receives three-month LIBOR and pays one-month LIBOR. As of December 31, 2010, the Bank was a party
to 8 interest rate basis swaps with an aggregate notional amount of $6.7 billion; these agreements
were entered into in 2008 and 2009. The Bank accounts for interest rate basis swaps as stand-alone
derivatives and, as such, the fair value changes associated with these instruments can be a source
of considerable volatility in the Banks earnings, particularly when one-month and/or three-month
LIBOR, or the spreads between these two indices, are or are projected to be volatile. The fair
values of LIBOR basis swaps generally fluctuate based on the timing of the interest rate reset
dates, the relationship between one-month LIBOR and three-month LIBOR at the time of measurement,
the projected relationship between one-month LIBOR and three-month LIBOR for the remaining term of
the interest rate basis swap and the relationship between the current coupons for the interest rate
swap and the prevailing LIBOR rates at the valuation date. During the year ended December 31, 2010,
the Bank sold three interest rate basis swaps with an aggregate $2.0 billion notional balance;
proceeds from the sales totaled $5.4 million, which reflected the cumulative life-to-date gains
(excluding net interest settlements) realized on the transactions. The Bank also sold a portion of
another interest rate basis swap ($1.0 billion notional balance); proceeds from this sale totaled
$3.1 million. In 2009 and 2008, the Bank terminated six interest rate basis swaps with an
aggregate notional amount of $4.5 billion and six interest rate basis swaps with an aggregate
notional amount of $7.2 billion, respectively. Proceeds from these terminations totaled $20
million and $12 million, respectively, which reflected the cumulative life-to-date gains (excluding
net interest settlements) realized on these transactions. At December 31, 2010, the carrying values
of the Banks stand-alone interest rate basis swaps totaled $13.6 million, excluding net accrued
interest receivable.
If the Bank holds its discount note swaps, interest rate basis swaps and federal funds floater
swaps to maturity, the cumulative life-to-date unrealized gains associated with these instruments
aggregating $16.1 million will ultimately reverse in future periods in the form of unrealized
losses as the estimated fair values of these instruments decline to zero. The timing of this
reversal will depend upon a number of factors including, but not limited to, the then-current and
projected level and volatility of short-term interest rates over the lives of the derivatives.
Occasionally, in response to changing balance sheet and market conditions, the Bank may terminate
one or more interest rate basis swaps (or portions thereof) prior to their scheduled maturity. The
Bank typically holds its discount note swaps and federal funds floater swaps to maturity.
As discussed previously in the section entitled Financial Condition Long-Term Investments, to
hedge a portion of the risk associated with a significant increase in interest rates, the Bank held
(as of December 31, 2010) 14 interest rate cap agreements having a total notional amount of $3.7
billion. The premiums paid for these caps totaled $37.3 million. During the years ended December
31, 2010, 2009 and 2008, the Bank terminated four interest rate caps with an aggregate notional
amount of $1.0 billion, one interest rate cap with a notional amount of $0.5 billion,
80
and five
interest rate caps with an aggregate notional amount of $3.75 billion, respectively. Proceeds from
these terminations totaled $2.5 million, $0.2 million and $8.2 million, respectively. The fair
values of interest rate cap agreements are dependent upon the level of interest rates, volatilities
and remaining term to maturity. In general (assuming constant volatilities and no erosion in value
attributable to the passage of time), interest rate caps will increase in value as market interest
rates rise and will diminish in value as market interest rates decline. The value of interest rate
caps will increase as volatilities increase and will decline as volatilities decrease. Absent
changes in volatilities or interest rates, the value of interest rate caps will decline with the
passage of time. As stand-alone derivatives, the changes in the fair values of the Banks interest
rate cap agreements are recorded in earnings with no offsetting changes in the fair values of the
hedged CMO LIBOR floaters with embedded caps and therefore can also be a source of considerable
volatility in the Banks earnings.
At December 31, 2010, the carrying values of the Banks stand-alone interest rate cap agreements
totaled $19.6 million. If these agreements are held to maturity, the value of the caps will
ultimately decline to zero and be recorded as a loss in net gains (losses) on derivatives and
hedging activities in future periods.
The Bank uses interest rate swaps to hedge the risk of changes in the fair value of some of its
advances and consolidated obligation bonds. Prior to their sale or maturity, substantially all of
the Banks available-for-sale securities were also hedged with interest rate swaps. These hedging
relationships are (or were in the case of the Banks available-for-sale securities) designated as
fair value hedges. To the extent these relationships qualify for hedge accounting, changes in the
fair values of both the derivative (the interest rate swap) and the hedged item (limited to changes
attributable to the hedged risk) are recorded in earnings. For those relationships that qualified
for hedge accounting, the differences between the change in fair value of the hedged items and the
change in fair value of the associated interest rate swaps (representing hedge ineffectiveness)
were net losses of $0.4 million and $48.2 million in 2010 and 2008, respectively, and a net gain of
$59.3 million in 2009. To the extent these hedging relationships do not qualify for hedge
accounting, or cease to qualify because they are determined to be ineffective, only the change in
fair value of the derivative is recorded in earnings (in this case, there is no offsetting change
in fair value of the hedged item). In 2010, 2009 and 2008, the change in fair value of derivatives
associated with specific advances, available-for-sale securities and consolidated obligation bonds
that were not in qualifying hedging relationships (excluding derivatives associated with
consolidated obligation bonds indexed to the daily federal funds rate) was $59,000, ($36,000) and
$357,000, respectively.
As set forth in the table on page 79, the Banks fair value hedge ineffectiveness gains and losses
associated with its consolidated obligation bonds were significantly higher in 2009 and 2008 as
compared to 2010. A substantial portion of the Banks fixed rate consolidated obligation bonds are
hedged with fixed-for-floating interest rate swaps in long-haul hedging relationships. The floating
legs of most of these interest rate swaps reset every three months and are then fixed until the
next reset date. These hedging relationships have been, and are expected to continue to be, highly
effective in achieving offsetting changes in fair values attributable to the hedged risk. However,
during periods in which short-term rates are volatile (as they were in the latter part of 2008),
the Bank can experience increased earnings variability related to differences in the timing between
changes in short-term rates and interest rate resets on the floating legs of its interest rate
swaps. While changes in the values of the fixed rate leg of the interest rate swap and the fixed
rate bond being hedged substantially offset each other, when three-month LIBOR rates increase (or
decrease) dramatically between the reset date and the valuation date (as they did during the third
and fourth quarters of 2008, respectively), discounting the lower (or higher) coupon rate cash
flows being paid on the floating rate leg at the prevailing higher (or lower) rate until the swaps
next reset date can result in ineffectiveness-related gains (or losses) that, while relatively
small when expressed as prices, can be significant when evaluated in the context of the Banks net
income.
As of September 30, 2008, the Bank had $40.2 billion of its consolidated obligation bonds in
long-haul fair value hedging relationships. Between September 15, 2008 and September 30, 2008,
three-month LIBOR rates increased by 123 basis points, from 2.82 percent to 4.05 percent, which
resulted in ineffectiveness-related gains of $60.9 million for the three months ended September 30,
2008. Because the Bank typically holds its consolidated obligation bond interest rate swaps to
call or maturity, the impact of these ineffectiveness-related adjustments on earnings are generally
transitory, as they were in this case. As a result of the unusual (and significant) decrease in
three-month LIBOR rates during the fourth quarter of 2008 (three-month LIBOR rates decreased by 262
basis points, from 4.05 percent at October 1, 2008 to 1.43 percent at December 31, 2008), the Bank
recognized ineffectiveness-related losses during that period of $122.4 million. With relatively
stable three-month LIBOR rates
81
during the first quarter of 2009, these net ineffectiveness-related
losses of $61.5 million for the third and fourth quarters of 2008 substantially reversed (in the
form of ineffectiveness-related gains) during the first quarter of 2009. Three-month LIBOR rates
remained relatively stable during the remainder of 2009 and all of 2010, resulting in significantly
lower ineffectiveness-related gains during those periods. As of December 31, 2008, the Bank had
$37.8 billion of its consolidated obligation bonds in long-haul fair value hedging relationships.
As a result of calls and maturities, the Banks consolidated obligation bonds in long-haul fair
value hedging relationships had declined to $27.5 billion as of December 31, 2009 and $14.6 billion
as of December 31, 2010.
Because the Bank has a much smaller balance of swapped assets than liabilities and a significant
portion of those assets qualify for and are designated in short-cut hedging relationships, the Bank
did not experience similar offsetting variability from its asset hedging activities during the
third and fourth quarters of 2008 and the first quarter of 2009.
For a discussion of the other-than-temporary impairment losses on certain of the Banks
held-to-maturity securities, see Note 6 to the audited financial statements included in this annual
report.
During the year ended December 31, 2010, the Bank entered into optional advance commitments with a
par value totaling $150,000,000, excluding commitments to fund Community Investment Program and
Economic Development Program advances. Under each of these commitments, the Bank sold an option to
a member that provides the member with the right to enter into an advance at a specified fixed rate
and term on a specified future date, provided the member has satisfied all of the customary
requirements for such advance. The Bank hedged these commitments through the use of interest rate
swaptions, which are treated as economic hedges. The Bank has irrevocably elected to carry these
optional advance commitments at fair value under the fair value option.
During 2010, 2009 and 2008, market conditions were such from time to time that the Bank was able to
extinguish certain consolidated obligation bonds and simultaneously terminate the associated
interest rate exchange agreements at net amounts that were profitable for the Bank, while new
consolidated obligations could be issued and then converted (through the use of interest rate
exchange agreements) to a floating rate that approximated the cost of the extinguished debt
including any associated interest rate swaps. As a result, during 2010, 2009 and 2008, the Bank
repurchased $1.0 billion, $1.7 billion and $3.7 billion, respectively, of its consolidated
obligations in the secondary market and terminated the related interest rate exchange agreements.
The gains on these debt extinguishments totaled $0.4 million, $0.6 million and $4.3 million,
respectively. In addition, during 2008, the Bank transferred consolidated obligations with an
aggregate par value of $465 million to three of the other FHLBanks. In connection with these
transfers (i.e., debt extinguishments), the assuming FHLBanks became the primary obligors for the
transferred debt. The gains on these transactions with other FHLBanks totaled $4.5 million during
the year ended December 31, 2008. No consolidated obligations were transferred to other FHLBanks
during 2010 or 2009.
For a discussion of the sales of available-for-sale securities in 2009 and 2008, see the section
above entitled Financial Condition Long-Term Investments. There were no sales of
available-for-sale securities during the year ended December 31, 2010.
In the table on page 79, the caption entitled Other, net (consistent with the term used in the
statements of income) is comprised principally of letter of credit fees. For the years ended
December 31, 2010, 2009 and 2008, letter of credit fees totaled $5.8 million, $6.1 million and $6.0
million, respectively. At December 31, 2010, 2009 and 2008, outstanding letters of credit totaled
$4.6 billion, $4.6 billion and $5.2 billion, respectively. In 2008, other, net was reduced by a
$1.0 million charge to fully reserve amounts owed to the Bank by Lehman Brothers Special Financing,
Inc. (Lehman) following Lehmans bankruptcy in September 2008. Prior to its bankruptcy, Lehman
had served as one of the Banks derivative counterparties.
82
Other Expense
Total other expense, which includes the Banks compensation and benefits, other operating expenses
and its proportionate share of the costs of operating the Finance Agency (previously the Finance
Board) and the Office of Finance totaled $77.5 million, $75.3 million and $64.8 million in 2010,
2009 and 2008, respectively.
Compensation and benefits totaled $44.0 million for the year ended December 31, 2010, compared to
$42.0 million for the year ended December 31, 2009. The increase of $2.0 million was due primarily
to: (1) cost-of-living and merit increases; (2) an increase in the Banks average headcount (which
rose from 192 employees in 2009 to 200 employees in 2010); and (3) increased expenses related to
the Banks short-term incentive compensation plan (known as the Variable Pay Program). At December
31, 2010, the Bank employed 200 people. The increase in expenses relating to the Variable Pay
Program was due to a higher level of goal achievement in 2010 (as compared to 2009). These
increases in compensation expense were partially offset by a $1.0 million year-over-year decrease
in expenses associated with the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra
DB Plan), a multiemployer defined benefit plan in which the Bank participates.
Compensation and benefits totaled $42.0 million for the year ended December 31, 2009, compared to
$34.5 million for the year ended December 31, 2008. The increase was due largely to a $7.5 million
supplemental contribution that the Bank made in the third quarter of 2009 to the Pentegra DB Plan
(in the fourth quarter of 2010, the Bank elected to make another supplemental contribution to the
Pentegra DB Plan in the amount of $5.2 million). These supplemental contributions were made to
improve the funded status of the plan in response to the provisions of the Pension Protection Act.
In addition, compensation and benefits expense increased from 2008 to 2009 due to increases in the
Banks average headcount and cost-of-living and merit adjustments. The Banks average headcount
increased from 183 employees during the year ended December 31, 2008 to 192 employees during the
year ended December 31, 2009. These increases were partially offset by lower expenses associated
with the Variable Pay Program, which was due to a lower level of goal achievement in 2009, as
compared to 2008.
Other operating expenses for the years ended December 31, 2010, 2009 and 2008 were $28.7 million,
$28.9 million and $26.6 million, respectively. The small decrease in other operating expenses from
2009 to 2010 was due to approximately $4.2 million of grants that were made under various programs
in 2009. Similar grants were not made in 2010. Other operating expenses for 2009 included
approximately $1.2 million and $0.4 million of grants that were funded under the Banks Homebuyer
Equity Leverage Partnership (HELP) program and its Special Needs Assistance Program (SNAP),
respectively. These one-time, special fundings were in addition to the monies that were set aside
for these programs under the Banks AHP. SNAP is designed to assist income-qualified special needs
households with home rehabilitation and modification costs while the Banks HELP program provides
down payment and closing cost assistance to income-qualified first-time homebuyers. In addition,
during the first half of 2009, the Bank disbursed approximately $2.6 million of special disaster
relief grants for homes and businesses affected by Hurricanes Gustav and Ike. The offsetting
increase in other operating expenses of $4.0 million in 2010 was attributable to general increases
in many of the Banks other operating expenses including, but not limited to, increased costs
relating to third-party validations of both internal and external models and third-party MBS
pricing services.
Operating expenses in 2008 included $3.1 million of merger-related expenses (discussed below) and
$3.4 million of charitable donations made to support the relief efforts in areas affected by
Hurricanes Gustav and Ike. Excluding these expenses, other operating expenses increased $8.8
million in 2009 as compared to 2008. A large portion of this increase is due to the $4.2 million of
grants that were funded in 2009, as discussed above. In addition, the increase in expenses from
2008 to 2009 was due in part to $0.9 million of fees associated with two third-party models that
are used in the Banks periodic OTTI evaluations. The remaining net increase of $3.7 million was
attributable to general increases in many of the Banks other operating expenses, none of which
were individually significant.
From mid-2007 to April 2008, the Bank and the FHLBank of Chicago were engaged in discussions to
determine the possible benefits and feasibility of combining their business operations. On April
4, 2008, those discussions were terminated. As a result, during the three months ended March 31,
2008, the Bank expensed $3.1 million of direct costs associated with the potential combination.
83
The Bank, together with the other FHLBanks, is assessed for the cost of operating the Office of
Finance and a portion of the costs of operating the Finance Agency (previously the Finance Board).
The Banks share of these expenses totaled $4.8 million, $4.4 million and $3.7 million in 2010,
2009 and 2008, respectively.
AHP and REFCORP Assessments
As required by statute, each year the Bank contributes 10 percent of its earnings (after the
REFCORP assessment discussed below and as adjusted for interest expense on mandatorily redeemable
capital stock) to its AHP. The AHP provides grants that members can use to support affordable
housing projects in their communities. Generally, the Banks AHP assessment is derived by adding
interest expense on mandatorily redeemable capital stock to income before assessments and then
subtracting the REFCORP assessment; the result of this calculation is then multiplied by 10
percent. For the years ended December 31, 2010, 2009 and 2008, the Banks AHP assessments totaled
$11.6 million, $16.5 million and $8.9 million, respectively.
Also as required by statute, the Bank contributes 20 percent of its reported earnings (after its
AHP contribution) toward the payment of interest on REFCORP bonds that were issued to provide
funding for the resolution of failed thrifts following the savings and loan crisis in the 1980s.
To compute the REFCORP assessment, the Banks AHP assessment is subtracted from reported income
before assessments and the result is multiplied by 20 percent. During the years ended December 31,
2010, 2009 and 2008, the Bank charged $26.2 million, $37.0 million and $19.8 million, respectively,
of REFCORP assessments to earnings. For the fourth quarter of 2008, the Bank and certain of the
other FHLBanks requested refunds of amounts paid for the year ended December 31, 2008 that were in
excess of their calculated annual obligations. Based on its calculated annual obligation for the
year ended December 31, 2008, the Bank was due $16.9 million as of December 31, 2008; such amount
was credited against amounts due for the Banks 2009 REFCORP assessments.
The Bank currently expects that its obligations to REFCORP will be fully satisfied in 2011. Upon
full satisfaction of this obligation, the Banks earnings will no longer be reduced by this
assessment. Effective February 28, 2011, the Bank entered into an agreement with the other 11
FHLBanks that will require the Bank to begin allocating (after the REFCORP obligation is fully
satisfied) at least 20 percent of its quarterly net income to a separate restricted retained
earnings account. For additional discussion, see Item 1 Business Capital Retained Earnings.
Liquidity and Capital Resources
In order to meet members credit needs and the Banks financial obligations, the Bank maintains a
portfolio of money market instruments typically consisting of overnight federal funds and, from
time-to-time, short-term commercial paper, all of which are issued by highly rated entities. On
occasion, the Bank may also invest in U.S. Treasury Bills. Beyond those amounts that are required
to meet members credit needs and its own obligations, the Bank typically holds additional balances
of short-term investments that fluctuate as the Bank invests the proceeds of debt issued to replace
maturing and called liabilities, as the balance of deposits changes, as the returns provided by
short-term investments vary relative to the costs of the Banks discount notes, and as the level of
liquidity needed to satisfy Finance Agency requirements changes. Overnight federal funds typically
comprise the large majority of the portfolio. At December 31, 2010, the Banks short-term liquidity
portfolio was comprised of $3.8 billion of overnight federal funds sold to domestic counterparties
and $1.6 billion of non-interest bearing deposits maintained at the Federal Reserve Bank of Dallas.
The Banks primary source of funds is the proceeds it receives from the issuance of consolidated
obligation bonds and discount notes in the capital markets. Historically, the FHLBanks have issued
debt throughout the business day in the form of discount notes and bonds with a wide variety of
maturities and structures. Generally, the Bank has access to this market as needed during the
business day to acquire funds to meet its needs.
In addition to the liquidity provided from the proceeds of the issuance of consolidated
obligations, the Bank also maintains access to wholesale funding sources such as federal funds
purchased and securities sold under agreements to repurchase (e.g., borrowings secured by its MBS
investments). Furthermore, the Bank has access to borrowings (typically short-term) from the other
FHLBanks.
84
On June 23, 2006, the 12 FHLBanks and the Office of Finance entered into the Federal Home Loan
Banks P&I Funding and Contingency Plan Agreement (the Contingency Agreement). The Contingency
Agreement and related procedures were entered into in response to a revision that the Board of
Governors of the Federal Reserve System had made to its Policy Statement on Payments System Risk
(PSR Policy) and are designed to facilitate the timely funding of principal and interest payments
on FHLBank System consolidated obligations in the event that a FHLBank is not able to meet its
funding obligations in a timely manner. The Contingency Agreement and related procedures provide
for the issuance of overnight consolidated obligations directly to one or more FHLBanks that
provide funds to avoid a shortfall in the timely payment of principal and interest on any
consolidated obligations for which another FHLBank is the primary obligor. Specifically, in the
event that one or more FHLBanks does not fund its principal and interest payments under a
consolidated obligation by deadlines agreed upon by the FHLBanks and the Office of Finance (for
purposes of the Contingency Agreement, a Delinquent Bank), the non-Delinquent Banks will be
obligated to fund any shortfall in funding to the extent that any of the non-Delinquent Banks has a
net positive settlement balance (i.e., the amount by which end-of-day proceeds received by such
non-Delinquent Bank from the sale of consolidated obligations on one day exceeds payments by such
non-Delinquent Bank on consolidated obligations on the same day) in its account with the Office of
Finance on the day the shortfall occurs. A FHLBank that funds the shortfall of a Delinquent Bank
is referred to in the Contingency Agreement as a Contingency Bank. The non-Delinquent Banks
would fund the shortfall of the Delinquent Bank sequentially in accordance with an agreed-upon
funding matrix as provided in the Contingency Agreement. Additionally, a non-Delinquent Bank could
choose to voluntarily fund any shortfall not funded on a mandatory basis by another non-Delinquent
Bank. To fund the shortfall of a Delinquent Bank, the Office of Finance will issue to the
Contingency Bank on behalf of the Delinquent Bank a consolidated obligation with a maturity of one
business day in the amount of the shortfall funded by the Contingency Bank (a Plan CO).
On the day that a Plan CO is issued, each non-Delinquent Bank (other than the Contingency Bank that
purchased the Plan CO) becomes obligated to purchase a pro rata share of the Plan CO from the
Contingency Bank (each such non-Delinquent Bank being a Reallocation Bank). The pro rata share
for each Reallocation Bank will be calculated based upon the aggregate amount of outstanding
consolidated obligations for which each Reallocation Bank and the Contingency Bank were primarily
liable as of the preceding month-end. Settlement of the purchase by the Reallocation Banks of
their pro rata shares of the Plan CO will occur on the second business day following the date on
which the Plan CO was issued only if the Plan CO is not repaid on the first business day following
its issuance, either by the Delinquent Bank or by another FHLBank.
The Finance Board granted a waiver requested by the Office of Finance to allow the direct placement
by a FHLBank of consolidated obligations with another FHLBank in those instances when direct
placement of consolidated obligations is necessary to ensure that sufficient funds are available to
timely pay all principal and interest on FHLBank System consolidated obligations due on a
particular day. In connection with this waiver, the terms of which became effective July 1, 2006,
the Finance Board imposed a requirement that the interest rate to be paid on any consolidated
obligation issued under such circumstances must be at least 500 basis points above the then current
federal funds rate.
Under the terms of the Contingency Agreement, Plan COs will bear interest calculated on an
actual/360 basis at a rate equal to (i) the overnight federal funds quote obtained by the Office of
Finance or (ii) the actual cost if the Contingency Bank purchases funds in the open market for
delivery to the Office of Finance. Additionally, a Delinquent Bank will be required to pay
additional interest on the amount of any Plan CO based on the number of times that FHLBank has been
a Delinquent Bank. The interest is 500 basis points per annum for the first delinquency, 750 basis
points per annum for the second delinquency and 1,000 basis points per annum for subsequent
delinquencies. The first 100 basis points of additional interest will be paid to the Contingency
Banks that purchased the Plan CO. Additional interest in excess of 100 basis points will be paid
to the non-Delinquent Banks in equal shares.
The initial term of the Contingency Agreement commenced on July 20, 2006 and ended on December 31,
2008, at which time it automatically renewed for a three-year term. The Contingency Agreement will
automatically renew for successive three-year terms (each a Renewal Term) unless at least one
year prior to the end of any Renewal Term at least one-third of the FHLBanks give notice to the
other FHLBanks and the Office of Finance of their intention to terminate the Contingency Agreement
at the end of such Renewal Term. The notice must include an explanation from those FHLBanks of
their reasons for taking such action. Under the terms of the Contingency
85
Agreement, the FHLBanks
and the Office of Finance have agreed to endeavor in good faith to address any such reasons by
amending the Contingency Agreement so that all FHLBanks and the Office of Finance agree that the
Contingency Agreement, as amended, will remain in effect. To date, no FHLBank has given notice of
its desire to terminate the Contingency Agreement; accordingly, the Contingency Agreement will
automatically renew on December 31, 2011 for another three-year term that will expire on December
31, 2014. Through the date of this report, no Plan COs have been issued pursuant to the terms of
the Contingency Agreement.
On occasion, and as an alternative to issuing new debt, the Bank may assume the outstanding
consolidated obligations for which other FHLBanks are the original primary obligors. This occurs
in cases where the original primary obligor may have participated in a large consolidated
obligation issue to an extent that exceeded its immediate funding needs in order to facilitate
better market execution for the issue. The original primary obligor might then warehouse the funds
until they were needed, or make the funds available to other FHLBanks. Transfers may also occur
when the original primary obligors funding needs change, and that FHLBank offers to transfer debt
that is no longer needed to other FHLBanks. Transferred debt is typically fixed rate, fixed term,
non-callable debt, and may be in the form of discount notes or bonds.
The Bank participates in such transfers of funding from other FHLBanks when the transfer represents
favorable pricing relative to a new issue of consolidated obligations with similar features. The
Bank did not assume any consolidated obligations from other FHLBanks during the years ended
December 31, 2010 or 2009. During the year ended December 31, 2008, the Bank assumed consolidated
obligation bonds from the FHLBank of Seattle with a par value of $136 million.
The Bank manages its liquidity to ensure that, at a minimum, it has sufficient funds to meet
operational and contingent liquidity requirements. When measuring its liquidity for these
purposes, the Bank includes only contractual cash flows and the amount of funds it estimates would
be available in the event the Bank were to use securities held in its long-term investment
portfolio as collateral for repurchase agreements. While it believes purchased federal funds might
be available as a source of funds, it does not include this potential source of funds in its
calculations of available liquidity.
The Banks operational liquidity requirement stipulates that it have sufficient funds to meet its
obligations due on any given day plus an amount equal to the statistically estimated (at the
99-percent confidence level) cash and credit needs of its members and associates for one business
day without accessing the capital markets for the sale of consolidated obligations. As of December
31, 2010, the Banks estimated operational liquidity requirement was $2.5 billion. At that date,
the Bank estimated that its operational liquidity exceeded this requirement by approximately $9.9
billion.
The Banks contingent liquidity requirement further requires that it maintain adequate balance
sheet liquidity and access to other funding sources should it be unable to issue consolidated
obligations for five business days. The combination of funds available from these sources must be
sufficient for the Bank to meet its obligations as they come due and the cash and credit needs of
its members, with the potential needs of members statistically estimated at the 99-percent
confidence level. As of December 31, 2010, the Banks estimated contingent liquidity requirement
was $4.9 billion. At that date, the Bank estimated that its contingent liquidity exceeded this
requirement by approximately $7.9 billion.
In addition to the liquidity measures described above, the Bank is required, pursuant to guidance
issued by the Finance Agency on March 6, 2009, to meet two daily liquidity standards, each of which
assumes that the Bank is unable to access the market for consolidated obligations during a
prescribed period. The first standard requires the Bank to maintain sufficient funds to meet its
obligations for 15 days under a scenario in which it is assumed that members do not renew any
maturing, prepaid or called advances. The second standard requires the Bank to maintain sufficient
funds to meet its obligations for 5 days under a scenario in which it is assumed that members renew
all maturing and called advances, with certain exceptions for very large, highly rated members.
These requirements are more stringent than the 5-day contingent liquidity requirement discussed
above. The Bank has been in compliance with both of these liquidity requirements since March 6,
2009.
The Banks access to the capital markets has never been interrupted to an extent that the Banks
ability to meet its obligations was compromised and the Bank does not currently believe that its
ability to issue consolidated
86
obligations will be impeded to that extent in the future. If,
however, the Bank were unable to issue consolidated obligations for an extended period of time, the
Bank would eventually exhaust the availability of purchased federal funds (including borrowings
from other FHLBanks) and repurchase agreements as sources of funds. It is also possible that an
event (such as a natural disaster) that might impede the Banks ability to raise funds by issuing
consolidated obligations would also limit the Banks ability to access the markets for federal
funds purchased and/or repurchase agreements.
Under those circumstances, to the extent that the balance of principal and interest that came due
on the Banks debt obligations and the funds needed to pay its operating expenses exceeded the cash
inflows from its interest-earning assets and proceeds from maturing assets, and if access to the
market for consolidated obligations was not again available, the Bank would seek to access funding
under the Contingency Agreement to repay any principal and interest due on its consolidated
obligations. However, if the Bank were unable to raise funds by issuing consolidated obligations,
it is likely that the other FHLBanks would have similar difficulties issuing debt. If funds were
not available under the Contingency Agreement, the Banks ability to conduct its operations would
be compromised even earlier than if this funding source was available.
The following table summarizes the Banks contractual cash obligations and off-balance-sheet
lending-related financial commitments by due date or remaining maturity as of December 31, 2010.
CONTRACTUAL OBLIGATIONS
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by Period |
|
|
|
|
|
|
|
< 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
> 5 Years |
|
|
Total |
|
Long-term debt |
|
$ |
18,269.7 |
|
|
$ |
7, 572.9 |
|
|
$ |
2,283.7 |
|
|
$ |
2,951.8 |
|
|
$ |
31,078.1 |
|
Mandatorily redeemable capital stock |
|
|
0.9 |
|
|
|
3.7 |
|
|
|
3.5 |
|
|
|
|
|
|
|
8.1 |
|
Operating leases |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
Purchase obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
49.8 |
|
|
|
150.0 |
|
|
|
|
|
|
|
|
|
|
|
199.8 |
|
Letters of credit |
|
|
4,142.6 |
|
|
|
362.0 |
|
|
|
70.8 |
|
|
|
19.9 |
|
|
|
4,595.3 |
|
Pension and post-retirement |
|
|
6.3 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.7 |
|
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
$ |
22,469.7 |
|
|
$ |
8,089.3 |
|
|
$ |
2,358.3 |
|
|
$ |
2,972.4 |
|
|
$ |
35,889.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above excludes derivatives and obligations (other than certain consolidated
obligation bonds) with contractual payments having an original maturity of one year or less. The
distribution of long-term debt is based upon contractual maturities. The actual repayments of
long-term debt could be impacted by factors affecting redemptions such as call options.
The above table presents the Banks mandatorily redeemable capital stock by year of earliest
mandatory redemption, which is the earliest time at which the Bank is required to repurchase the
shareholders capital stock. The earliest mandatory redemption date is based on the assumption
that the advances and/or other activities associated with the activity-based stock will have
matured or otherwise concluded by the time the notice of redemption or withdrawal expires. The
Bank expects to repurchase activity-based stock as the associated advances and/or other activities
are reduced, which may be before or after the expiration of the five-year redemption/withdrawal
notice period.
In addition to the capital stock repurchase and redemption related events noted above, shareholders
may, at any time, request the Bank to repurchase excess capital stock. Excess stock is defined as
the amount of stock held by a member (or former member) in excess of that institutions minimum
investment requirement (i.e., the amount of stock held in excess of its activity-based investment
requirement and, in the case of a member, its membership investment requirement). Although the
Bank is not obligated to repurchase excess stock prior to the expiration of a five-year redemption
or withdrawal notification period, it will typically endeavor to honor such requests within a
reasonable period of time (generally not exceeding 30 days) so long as the Bank will continue to
meet its regulatory capital requirements following the repurchase. At December 31, 2010, excess
stock held by the Banks members and former members totaled $226.3 million, of which $4.0 million
was classified as mandatorily redeemable.
87
Risk-Based Capital Rules and Other Capital Requirements
The Bank is required to maintain at all times permanent capital (defined under the Finance Agencys
rules as retained earnings and amounts paid in for Class B stock, regardless of its classification
as equity or liabilities for financial reporting purposes, as further described above in the
section entitled Financial Condition Capital Stock) in an amount at least equal to its
risk-based capital requirement, which is the sum of its credit risk capital requirement, its market
risk capital requirement, and its operations risk capital requirement, as further described below.
For reasons of safety and soundness, the Finance Agency may require the Bank, or any other FHLBank
that has already converted to its new capital structure, to maintain a greater amount of permanent
capital than is required by the risk-based capital requirements as defined.
The Banks credit risk capital requirement is determined by adding together the credit risk capital
charges for advances, investments, mortgage loans, derivatives, other assets and off-balance-sheet
commitment positions (e.g., outstanding letters of credit and commitments to fund advances). Among
other things, these charges are computed based upon the credit risk percentages assigned to each
item as required by Finance Agency rules, taking into account the time to maturity and credit
ratings of certain of the items. These percentages are applied to the book value of assets or, in
the case of off-balance-sheet commitments, to their balance sheet equivalents.
The Banks market risk capital requirement is determined by estimating the potential loss in market
value of equity under a wide variety of market conditions and adding the amount, if any, by which
the Banks current market value of total capital is less than 85 percent of its book value of total
capital. The potential loss component of the market risk capital requirement employs a stress
test approach, using a 99-percent confidence level. Simulations of over 390 historical market
interest rate scenarios dating back to January 1978 (using changes in interest rates and
volatilities over each six-month period since that date) are generated and, under each scenario,
the hypothetical impact on the Banks current market value of equity is determined. The
hypothetical impact associated with each historical scenario is calculated by simulating the effect
of each set of rate and volatility conditions upon the Banks current risk position, each of which
reflects current actual assets, liabilities, derivatives and off-balance-sheet commitment positions
as of the measurement date. From the complete set of resulting simulated scenarios, the fourth
worst estimated deterioration in market value of equity is identified as that scenario associated
with a probability of occurrence of not more than one percent (i.e., the 99-percent confidence
level). The hypothetical deterioration in market value of equity derived under the methodology
described above typically represents the market risk component of the Banks regulatory risk-based
capital requirement which, in conjunction with the credit risk and operations risk components,
determines the Banks overall risk-based capital requirement.
The Banks operations risk capital requirement is equal to 30 percent of the sum of its credit risk
capital requirement and its market risk capital requirement. At December 31, 2010, the Banks
credit risk, market risk and operations risk capital requirements were $159 million, $151 million
and $93 million, respectively. These requirements were $151 million, $239 million and $117
million, respectively, at December 31, 2009.
In addition to the risk-based capital requirement, the Bank is subject to two other capital
requirements. First, the Bank must, at all times, maintain a minimum total capital-to-assets ratio
of 4.0 percent. For this purpose, total capital is defined by Finance Agency rules and regulations
as the Banks permanent capital and the amount of any general allowance for losses (i.e., those
reserves that are not held against specific assets). Second, the Bank is required to maintain at
all times a minimum leverage capital-to-assets ratio in an amount at least equal to 5.0 percent of
its total assets. In applying this requirement to the Bank, leverage capital includes the Banks
permanent capital multiplied by a factor of 1.5 plus the amount of any general allowance for
losses. The Bank did not have any general reserves at December 31, 2010 or December 31, 2009.
Under the regulatory definitions, total capital and permanent capital exclude accumulated other
comprehensive income (loss). The Bank is required to submit monthly capital compliance reports to
the Finance Agency. At all times during the three years ended December 31, 2010, the Bank was in
compliance with all of its regulatory capital requirements. The following table summarizes the
Banks compliance with the Finance Agencys capital requirements as of December 31, 2010 and 2009.
88
REGULATORY CAPITAL REQUIREMENTS
(In millions of dollars, except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Required |
|
|
Actual |
|
|
Required |
|
|
Actual |
|
Risk-based capital |
|
$ |
403 |
|
|
$ |
2,061 |
|
|
$ |
507 |
|
|
$ |
2,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
$ |
1,588 |
|
|
$ |
2,061 |
|
|
$ |
2,604 |
|
|
$ |
2,897 |
|
Total
capital-to-assets
ratio |
|
|
4.00 |
% |
|
|
5.19 |
% |
|
|
4.00 |
% |
|
|
4.45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage capital |
|
$ |
1,985 |
|
|
$ |
3,092 |
|
|
$ |
3,255 |
|
|
$ |
4,346 |
|
Leverage
capital-to-assets
ratio |
|
|
5.00 |
% |
|
|
7.79 |
% |
|
|
5.00 |
% |
|
|
6.68 |
% |
The Banks Risk Management Policy contains a minimum total regulatory capital-to-assets target
ratio of 4.1 percent, higher than the 4.0 percent ratio required under the Finance Agencys capital
rules. The target ratio is subject to change by the Bank as it deems appropriate, subject to the
Finance Agencys minimum requirements. The Bank was in compliance with its operating target
capital ratio at all times during the years ended December 31, 2010, 2009 and 2008.
In connection with its authority under the HER Act, on January 30, 2009, the Finance Agency adopted
an interim final rule establishing capital classifications and critical capital levels for the
FHLBanks. On August 4, 2009, the Finance Agency adopted the interim final rule as a final
regulation (the Capital Classification Regulation), subject to amendments meant to clarify
certain provisions.
The Capital Classification Regulation establishes criteria for four capital classifications for the
FHLBanks: adequately capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized. An adequately capitalized FHLBank meets all existing risk-based and minimum
capital requirements. An undercapitalized FHLBank does not meet one or more of its risk-based or
minimum capital requirements, but nevertheless has total capital equal to or greater than 75
percent of all capital requirements. A significantly undercapitalized FHLBank does not have total
capital equal to or greater than 75 percent of all capital requirements, but the FHLBank does have
total capital greater than 2 percent of its total assets. A critically undercapitalized FHLBank
has total capital that is less than or equal to 2 percent of its total assets.
The Director of the Finance Agency determines each FHLBanks capital classification no less often
than once a quarter; the Director may make a determination more often than quarterly. The Director
may reclassify a FHLBank one category below the otherwise applicable capital classification (e.g.,
from adequately capitalized to undercapitalized) if the Director determines that (i) the FHLBank is
engaging in conduct that could result in the rapid depletion of permanent or total capital, (ii)
the value of collateral pledged to the FHLBank has decreased significantly, (iii) the value of
property subject to mortgages owned by the FHLBank has decreased significantly, (iv) after notice
to the FHLBank and opportunity for an informal hearing before the Director, the FHLBank is in an
unsafe and unsound condition, or (v) the FHLBank is engaging in an unsafe and unsound practice
because the FHLBanks asset quality, management, earnings or liquidity were found to be less than
satisfactory during the most recent examination, and any deficiency has not been corrected. Before
classifying or reclassifying a FHLBank, the Director must notify the FHLBank in writing and give
the FHLBank an opportunity to submit information relative to the proposed classification or
reclassification. Since the adoption of the Capital Classification Regulation as an interim final
rule, the Bank has been classified as adequately capitalized for each quarterly period for which
the Director has made a final determination.
In addition to restrictions on capital distributions by a FHLBank that does not meet all of its
risk-based and minimum capital requirements, a FHLBank that is classified as undercapitalized,
significantly undercapitalized or critically undercapitalized is required to take certain actions,
such as submitting a capital restoration plan to the Director of the Finance Agency for approval.
Additionally, with respect to a FHLBank that is less than adequately capitalized, the Director of
the Finance Agency may take other actions that he or she determines will help ensure the
89
safe and sound operation of the FHLBank and its compliance with its risk-based and minimum
capital requirements in a reasonable period of time.
The Director may appoint the Finance Agency as conservator or receiver for any FHLBank that is
classified as critically undercapitalized. The Director may also appoint the Finance Agency as
conservator or receiver of any FHLBank that is classified as undercapitalized or significantly
undercapitalized if the FHLBank fails to submit a capital restoration plan acceptable to the
Director within the time frames established by the Capital Classification Regulation or materially
fails to implement any capital restoration plan that has been approved by the Director. At least
once in each 30-day period following classification of a FHLBank as critically undercapitalized,
the Director must determine whether during the prior 60 days the FHLBank had assets less than its
obligations to its creditors and others or if the FHLBank was not paying its debts on a regular
basis as such debts became due. If either of these conditions apply, then the Director must
appoint the Finance Agency as receiver for the FHLBank.
A FHLBank for which the Director appoints the Finance Agency as conservator or receiver may bring
an action in the United States District Court for the judicial district in which the FHLBank is
located or in the United States District Court for the District of Columbia for an order requiring
the Finance Agency to remove itself as conservator or receiver. A FHLBank that is not critically
undercapitalized may also seek judicial review of any final capital classification decision or of
any final decision to take supervisory action made by the Director under the Capital Classification
Regulation.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted
in the United States requires management to make a number of judgments, estimates and assumptions
that affect the reported amounts of assets, liabilities, income and expenses. To understand the
Banks financial position and results of operations, it is important to understand the Banks most
significant accounting policies and the extent to which management uses judgment and estimates in
applying those policies. The Banks critical accounting policies and estimates involve the
following:
|
|
|
Derivatives and Hedging Activities; |
|
|
|
|
Estimation of Fair Values; |
|
|
|
|
Other-Than-Temporary Impairment Assessments; and |
|
|
|
|
Amortization of Premiums and Accretion of Discounts. |
The Bank considers these policies to be critical because they require managements most difficult,
subjective and complex judgments about matters that are inherently uncertain. Management bases its
judgments and estimates on current market conditions and industry practices, historical experience,
changes in the business environment and other factors that it believes to be reasonable under the
circumstances. Actual results could differ materially from these estimates under different
assumptions and/or conditions. For additional discussion regarding the application of these and
other accounting policies, see Note 1 to the Banks audited financial statements included in this
report.
Derivatives and Hedging Activities
The Bank enters into interest rate swap, swaption, cap and, on occasion, floor agreements to manage
its exposure to changes in interest rates. Through the use of these derivatives, the Bank may
adjust the effective maturity, repricing index and/or frequency or option characteristics of financial instruments to achieve its risk
management objectives. By regulation, the Bank may only use derivatives to mitigate identifiable
risks. Accordingly, all of the Banks derivatives are positioned to offset interest rate risk
exposures inherent in its investment, funding and member lending activities.
ASC 815 requires that all derivatives be recorded on the statement of condition at their fair
value. Because the Bank does not have any cash flow hedges, changes in the fair value of all
derivatives are recorded each period in current earnings. Under ASC 815, the Bank is required to
recognize unrealized gains and losses on derivative positions
90
whether or not the transaction qualifies for hedge accounting, in which case offsetting losses or
gains on the hedged assets or liabilities may also be recognized. Therefore, to the extent certain
derivative instruments do not qualify for hedge accounting under ASC 815, or changes in the fair
values of derivatives are not exactly offset by changes in their hedged items, the accounting
framework imposed by ASC 815 introduces the potential for a considerable mismatch between the
timing of income and expense recognition for assets or liabilities being hedged and their
associated hedging instruments. As a result, during periods of significant changes in market
prices and interest rates, the Banks earnings may exhibit considerable volatility.
The judgments and assumptions that are most critical to the application of this accounting policy
are those affecting whether a hedging relationship qualifies for hedge accounting under ASC 815
and, if so, whether an assumption of no ineffectiveness can be made. In addition, the estimation
of fair values (discussed below) has a significant impact on the actual results being reported.
At the inception of each hedge transaction, the Bank formally documents the hedge relationship and
its risk management objective and strategy for undertaking the hedge, including identification of
the hedging instrument, the hedged item, the nature of the risk being hedged, and how the hedging
instruments effectiveness in offsetting the exposure to changes in the hedged items fair value
attributable to the hedged risk will be assessed. In all cases involving a recognized asset,
liability or firm commitment, the designated risk being hedged is the risk of changes in its fair
value attributable to changes in the designated benchmark interest rate (LIBOR). Therefore, for
this purpose, changes in the fair value of the hedged item (e.g., an advance, investment security
or consolidated obligation) reflect only those changes in value that are attributable to changes in
the designated benchmark interest rate (hereinafter referred to as changes in the benchmark fair
value).
For hedging relationships that are designated as hedges and qualify for hedge accounting, the
change in the benchmark fair value of the hedged item is recorded in earnings, thereby providing
some offset to the change in fair value of the associated derivative. The difference in the change
in fair value of the derivative and the change in the benchmark fair value of the hedged item
represents hedge ineffectiveness. If a hedging relationship qualifies for the short-cut method
of accounting, the Bank can assume that the change in the benchmark fair value of the hedged item
is equal and offsetting to the change in the fair value of the derivative and, as a result, no
ineffectiveness is recorded in earnings. However, ASC 815 limits the use of the short-cut method
to hedging relationships of interest rate risk involving a recognized interest-bearing asset or
liability and an interest rate swap, and then only if nine specific conditions are met.
If the hedging relationship qualifies for hedge accounting but does not meet all nine conditions
specified in ASC 815, the assumption of no ineffectiveness cannot be made and the long-haul method
of accounting is used. Under the long-haul method, the change in the benchmark fair value of the
hedged item is calculated independently from the change in fair value of the derivative. As a
result, the net effect is that the hedge ineffectiveness has an impact on earnings.
In all cases where the Bank is applying fair value hedge accounting, it is hedging interest rate
risk through the use of interest rate swaps and caps. For those interest rate swaps and caps that
are in fair value hedging relationships that do not qualify for the short-cut method of accounting,
the Bank uses regression analysis to assess hedge effectiveness. Effectiveness testing is
performed at the inception of each hedging relationship to determine whether the hedge is expected
to be highly effective in offsetting the identified risk, and at each month-end thereafter to
ensure that the hedge relationship has been effective historically and to determine whether the
hedge is expected to be highly effective in the future. Hedging relationships accounted for under
the short-cut method are not tested for hedge effectiveness.
A hedge relationship is considered effective only if certain specified criteria are met. If a
hedge fails the effectiveness test at inception, the Bank does not apply hedge accounting. If the
hedge fails the effectiveness test during the life of the transaction, the Bank discontinues hedge
accounting prospectively. In that case, the Bank continues to carry the derivative on its
statement of condition at fair value, recognizes the changes in fair value of that derivative in
current earnings, ceases to adjust the hedged item for changes in its benchmark fair value and
amortizes the cumulative basis adjustment on the formerly hedged item into earnings over its
remaining term. Unless and until the derivative is redesignated in a qualifying fair value hedging
relationship for accounting
91
purposes, changes in its fair value are recorded in current earnings
without an offsetting change in the benchmark fair value from a hedged item.
Changes in the fair value of derivative positions that do not qualify for hedge accounting under
ASC 815 (economic hedges) are recorded in current earnings without an offsetting change in the
benchmark fair value of the hedged item.
As of December 31, 2010, the Banks derivatives portfolio included $6.8 billion (notional amount)
that was accounted for using the short-cut method, $16.5 billion (notional amount) that was
accounted for using the long-haul method, and $13.1 billion (notional amount) that did not qualify
for hedge accounting. By comparison, at December 31, 2009, the Banks derivatives portfolio
included $9.5 billion (notional amount) that was accounted for using the short-cut method, $29.1
billion (notional amount) that was accounted for using the long-haul method, and $28.1 billion
(notional amount) that did not qualify for hedge accounting.
Estimation of Fair Values
The Banks derivatives and investments classified as available-for-sale and trading are presented
in the statements of condition at fair value. Fair value is defined under GAAP as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. A fair value measurement assumes that the
transaction to sell the asset or transfer the liability occurs in the principal market for the
asset or liability or, in the absence of a principal market, the most advantageous market for the
asset or liability. GAAP establishes a fair value hierarchy and requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels:
Level 1 Inputs Quoted prices (unadjusted) in active markets for identical assets and
liabilities. The fair values of the Banks trading securities were determined using Level 1 inputs.
Level 2 Inputs Inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly or indirectly. If the asset or liability has a specified
(contractual) term, a Level 2 input must be observable for substantially the full term of the asset
or liability. Level 2 inputs include the following: (1) quoted prices for similar assets or
liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in
markets that are not active or in which little information is released publicly; (3) inputs other
than quoted prices that are observable for the asset or liability (e.g., interest rates and yield
curves that are observable at commonly quoted intervals, volatilities and prepayment speeds); and
(4) inputs that are derived principally from or corroborated by observable market data (e.g.,
implied spreads). Level 2 inputs were used to determine the estimated fair values of the Banks
derivative contracts, optional advance commitments and, prior to their sale or maturity, investment
securities classified as available-for-sale.
Level 3 Inputs Unobservable inputs for the asset or liability that are supported by little or no
market activity and that are significant to the fair value measurement of such asset or liability.
None of the Banks assets or liabilities that are recorded at fair value on a recurring basis were
measured using Level 3 inputs.
The fair values of the Banks assets and liabilities that are carried at fair value are estimated
based upon quoted market prices where available. However, most of these instruments lack an
available trading market characterized by frequent transactions between a willing buyer and willing
seller engaging in an exchange transaction. In these cases, such values are generally estimated
using a pricing model and inputs that are observable for the asset or liability, either directly or
indirectly. In those limited cases where a pricing model is not used, non-binding fair value
estimates are obtained from dealers and corroborated using a pricing model and observable market
data. The assumptions and inputs used have a significant effect on the reported carrying values of
assets and liabilities and the related income and expense. The use of different assumptions/inputs
could result in materially different net income and reported carrying values.
The Bank also estimates the fair values of certain assets on a nonrecurring basis in periods
subsequent to their initial recognition (for example, impaired assets). During each of the years
ended December 31, 2010 and 2009, the Bank recorded non-credit other-than-temporary impairment
losses on seven of its non-agency residential MBS classified
92
as held-to-maturity. The fair values
of these securities were estimated as described below. Based upon the lack of significant market
activity for non-agency residential MBS, all of the nonrecurring fair value measurements for these
impaired securities fell within Level 3 of the fair value hierarchy.
In addition to those items that are carried at fair value, the Bank estimates fair values for its
other financial instruments for disclosure purposes and, in applying ASC 815, it calculates the
periodic changes in the fair values of hedged items (e.g., certain advances, available-for-sale
securities and consolidated obligations) that are attributable solely to changes in LIBOR, the
designated benchmark interest rate. For most of these instruments (other than the Banks MBS
holdings, as described below), such values are estimated using a pricing model that employs
discounted cash flows or other similar pricing techniques. Significant inputs to the pricing model
(e.g., yield curves, estimated prepayment speeds and volatility) are based on current observable
market data. To the extent this model is used to calculate changes in the benchmark fair values of
hedged items, the inputs have a significant effect on the reported carrying values of assets and
liabilities and the related income and expense; the use of different inputs could result in
materially different net income and reported carrying values.
Prior to September 30, 2009, the Bank obtained non-binding fair value estimates from various
dealers for its mortgage-backed securities (for each MBS, one dealer estimate was received). These
dealer estimates were reviewed for reasonableness using the Banks pricing model and/or by
comparing the dealer estimates to pricing service quotations or dealer estimates for similar
securities.
During the third quarter of 2009, in an effort to achieve consistency among all FHLBanks, the 12
FHLBanks collectively developed a common methodology for estimating the fair values of non-agency
RMBS. Based on its analysis, the Bank concluded that this common methodology (discussed below)
would produce measurements that were equally representative of fair value and, accordingly, the
Bank adopted the methodology effective September 30, 2009. The Bank also concurrently adopted this
same methodology for all of its other MBS as its analysis of the pricing for those securities
supported the same conclusion.
The Banks new valuation technique incorporates prices from up to four designated third-party
pricing vendors when available. These pricing vendors use methods that generally employ, but are
not limited to, benchmark yields, recent trades, dealer estimates, valuation models, benchmarking
of like securities, sector groupings and/or matrix pricing. A price is established for each MBS
using a formula that is based upon the number of prices received. If four prices are received, the
average of the middle two prices is used; if three prices are received, the middle price is used;
if two prices are received, the average of the two prices is used; and if one price is received, it
is used subject to some type of validation as described below. The computed prices are tested for
reasonableness using specified tolerance thresholds. Computed prices within these thresholds are
generally accepted unless strong evidence suggests that using the formula-driven price would not be
appropriate. Preliminary estimated fair values that are outside the tolerance thresholds, or that
management believes may not be appropriate based on all available information (including those
limited instances in which only one price is received), are subject to further analysis including,
but not limited to, comparison to the prices for similar securities and/or to non-binding dealer
estimates. As of December 31, 2010, four vendor prices were received for substantially all of the
Banks MBS holdings (all of which are classified as held-to-maturity) and all of the computed
prices fell within the specified tolerance thresholds. This change in valuation technique did not
have a significant impact on the estimated fair values of the Banks mortgage-backed securities as
of September 30, 2009.
The Banks pricing model is subject to annual independent validation and the Bank periodically
reviews and refines, as appropriate, its assumptions and valuation methodologies to reflect market
indications as closely as possible. The Bank believes it has the appropriate personnel,
technology, and policies and procedures in place to enable it to value its financial instruments in
a reasonable and consistent manner.
The Banks fair value measurement methodologies for its assets and liabilities are more fully
described in the audited financial statements accompanying this report (specifically, Note 17
beginning on page F-46).
93
Other-Than-Temporary Impairment Assessments
The Bank evaluates outstanding available-for-sale and held-to-maturity securities in an unrealized
loss position (i.e., impaired securities) for other-than-temporary impairment on at least a
quarterly basis. In doing so, the Bank considers many factors including, but not limited to: the
credit ratings assigned to the securities by the NRSROs; other indicators of the credit quality of
the issuer; the strength of the provider of any guarantees; the duration and magnitude of the
unrealized loss; and whether the Bank has the intent to sell the security or more likely than not
will be required to sell the security before its anticipated recovery. In the case of its
non-agency RMBS, the Bank also considers prepayment speeds, the historical and projected
performance of the underlying loans and the credit support provided by the subordinate securities.
These evaluations are inherently subjective and consider a number of quantitative and qualitative
factors.
In the case of its non-agency RMBS, the Bank employs two third-party models to determine the cash
flows that it is likely to collect from the securities. These models consider borrower
characteristics and the particular attributes of the loans underlying the securities, in
conjunction with assumptions about future changes in home prices and interest rates, to predict the
likelihood a loan will default and the impact on default frequency, loss severity and remaining
credit enhancement. In general, because the ultimate receipt of contractual payments on these
securities will depend upon the credit and prepayment performance of the underlying loans and the
credit enhancements for the senior securities owned by the Bank, the Bank uses these models to
assess whether the credit enhancement associated with each security is sufficient to protect
against potential losses of principal and interest on the underlying mortgage loans. The
development of the modeling assumptions requires significant judgment and the Bank believes its
assumptions are reasonable. However, the use of different assumptions could impact the Banks
conclusions as to whether an impairment is other than temporary as well as the amount of the credit
portion of any impairment. The credit portion of an impairment is defined as the amount by which
the amortized cost basis of a debt security exceeds the present value of cash flows expected to be
collected from that security.
In addition to evaluating its non-agency RMBS holdings under a base case (or best estimate)
scenario, a cash flow analysis was also performed for each of these securities under a more
stressful housing price scenario to determine the impact that such a change would have on the
credit losses recorded in earnings at December 31, 2010. The results of that more stressful
analysis are presented on page 60 of this report.
If the Bank intends to sell an impaired debt security, or more likely than not will be required to
sell the security before recovery of its amortized cost basis, the impairment is other than
temporary and is recognized currently in earnings in an amount equal to the entire difference
between fair value and amortized cost.
In instances in which the Bank determines that a credit loss exists but the Bank does not intend to
sell the security and it is not more likely than not that the Bank will be required to sell the
security before the anticipated recovery of its remaining amortized cost basis, the
other-than-temporary impairment is separated into (i) the amount of the total impairment related to
the credit loss and (ii) the amount of the total impairment related to all other factors (i.e., the
non-credit portion). The amount of the total other-than-temporary impairment related to the credit
loss is recognized in earnings and the amount of the total other-than-temporary impairment related
to all other factors is recognized in other comprehensive income. The total other-than-temporary
impairment is presented in the statement of income with an offset for the amount of the total
other-than-temporary impairment that is recognized in other comprehensive income. If a credit loss
does not exist, any impairment is not considered to be other-than-temporary.
Regardless of whether an other-than-temporary impairment is recognized in its entirety in earnings
or if the credit portion is recognized in earnings and the non-credit portion is recognized in
other comprehensive income, the estimation of fair values (discussed above) has a significant
impact on the amount(s) of any impairment that is recorded.
The non-credit portion of any other-than-temporary impairment losses recognized in other
comprehensive income for debt securities classified as held-to-maturity is accreted over the
remaining life of the debt
security (in a prospective manner based on the amount and timing of future estimated cash flows) as
an increase in the carrying value of the security unless and until the security is sold, the
security matures, or there is an additional other-than-temporary impairment that is recognized in
earnings. In instances in which an additional other-than-temporary
94
impairment is recognized in
earnings, the amount of the credit loss is reclassified from accumulated other comprehensive income
to earnings. Further, if an additional other-than-temporary impairment is recognized in earnings
and the held-to-maturity securitys then-current carrying amount exceeds its fair value, an
additional non-credit impairment is concurrently recognized in other comprehensive income.
Conversely, if an additional other-than-temporary impairment is recognized in earnings and the
held-to-maturity securitys then-current carrying value is less than its fair value, the carrying
value of the security is not increased. In periods subsequent to the recognition of an
other-than-temporary impairment loss, the other-than-temporarily impaired debt security is
accounted for as if it had been purchased on the measurement date of the other-than-temporary
impairment at an amount equal to the previous amortized cost basis less the other-than-temporary
impairment recognized in earnings. For debt securities for which other-than-temporary impairments
are recognized in earnings, the difference between the new cost basis and the cash flows expected
to be collected is accreted into interest income over the remaining life of the security in a
prospective manner based on the amount and timing of future estimated cash flows.
Amortization of Premiums and Accretion of Discounts
The Bank estimates prepayments for purposes of amortizing premiums and accreting discounts
associated with certain investment securities. Under GAAP, premiums and discounts are required to
be recognized in income at a constant effective yield over the life of the instrument. Because
actual prepayments often deviate from the estimates, the Bank periodically recalculates the
effective yield to reflect actual prepayments to date and anticipated future prepayments.
Anticipated future prepayments are estimated using an externally developed mortgage prepayment
model. This model considers past prepayment patterns, current and past interest rate environments
and historical changes in home prices, among other things, to predict future cash flows.
Adjustments are recorded on a retrospective basis, meaning that the net investment in the
instrument is adjusted to the amount that would have existed had the new effective yield been
applied since the acquisition of the instrument. As interest rates (and thus prepayment speeds)
change, these accounting requirements can be a source of income volatility. Declines in interest
rates generally accelerate prepayments, which accelerate the amortization of premiums and reduce
current earnings. Typically, declining interest rates also accelerate the accretion of discounts,
thereby increasing current earnings. Conversely, in a rising interest rate environment,
prepayments will generally decline, thus lengthening the effective maturity of the instruments and
shifting some of the premium amortization and discount accretion to future periods.
As of December 31, 2010, the unamortized premiums and discounts associated with investment
securities for which prepayments are estimated totaled $0.6 million and $105.6 million,
respectively. At that date, the carrying values of these investment securities totaled $0.8
billion and $4.5 billion, respectively.
The Bank uses the contractual method to amortize premiums and accrete discounts on mortgage loans.
The contractual method recognizes the income effects of premiums and discounts in a manner that is
reflective of the actual behavior of the mortgage loans during the period in which the behavior
occurs while also reflecting the contractual terms of the assets without regard to changes in
estimated prepayments based upon assumptions about future borrower behavior.
Recently Issued Accounting Guidance
For a discussion of recently issued accounting guidance, see the audited financial statements
accompanying this report (specifically, Note 2 beginning on page F-16).
95
Statistical Financial Information
Investment Portfolio
The following table sets forth the Banks investments at December 31, 2010, 2009 and 2008:
Investments
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value at December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Trading securities |
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds related to employee benefit plans |
|
$ |
5,317 |
|
|
$ |
4,034 |
|
|
$ |
3,370 |
|
|
|
|
|
|
|
|
|
|
|
Total trading securities |
|
|
5,317 |
|
|
|
4,034 |
|
|
|
3,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
98,884 |
|
Non-agency commercial mortgage-backed security |
|
|
|
|
|
|
|
|
|
|
28,648 |
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
127,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
51,946 |
|
|
|
58,812 |
|
|
|
65,888 |
|
State or local housing agency obligations |
|
|
|
|
|
|
2,945 |
|
|
|
3,785 |
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
20,038 |
|
|
|
24,075 |
|
|
|
28,632 |
|
Government-sponsored enterprises |
|
|
8,096,361 |
|
|
|
10,837,865 |
|
|
|
10,629,290 |
|
Non-agency residential mortgage-backed securities |
|
|
328,084 |
|
|
|
444,798 |
|
|
|
676,804 |
|
Non-agency commercial mortgage-backed securities |
|
|
|
|
|
|
56,057 |
|
|
|
297,105 |
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity mortgage-backed securities |
|
|
8,444,483 |
|
|
|
11,362,795 |
|
|
|
11,631,831 |
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity securities |
|
|
8,496,429 |
|
|
|
11,424,552 |
|
|
|
11,701,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
8,501,746 |
|
|
|
11,428,586 |
|
|
|
11,832,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
208 |
|
|
|
233 |
|
|
|
3,683,609 |
|
Federal funds sold |
|
|
3,767,000 |
|
|
|
2,063,000 |
|
|
|
1,872,000 |
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
12,268,954 |
|
|
$ |
13,491,819 |
|
|
$ |
17,388,015 |
|
|
|
|
|
|
|
|
|
|
|
96
The following table presents supplemental information regarding the maturities and yields of
the Banks investments (at carrying value) as of December 31, 2010. Maturities are based on the
contractual maturities of the securities.
INVESTMENT MATURITIES AND YIELDS
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due In One |
|
|
Due After One Year |
|
|
Due After Five Years |
|
|
Due After |
|
|
|
|
|
|
Year Or Less |
|
|
Through Five Years |
|
|
Through Ten Years |
|
|
Ten Years |
|
|
Total |
|
Trading securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual fund investments |
|
$ |
5,317 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trading securities |
|
|
5,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
|
|
|
|
2,555 |
|
|
|
27,871 |
|
|
|
21,520 |
|
|
|
51,946 |
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
|
|
|
|
|
|
|
|
2,542 |
|
|
|
17,496 |
|
|
|
20,038 |
|
Government-sponsored enterprises |
|
|
|
|
|
|
1,042 |
|
|
|
76,334 |
|
|
|
8,018,985 |
|
|
|
8,096,361 |
|
Non-agency residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
73,350 |
|
|
|
254,734 |
|
|
|
328,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity securities |
|
|
|
|
|
|
3,597 |
|
|
|
180,097 |
|
|
|
8,312,735 |
|
|
|
8,496,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
5,317 |
|
|
|
3,597 |
|
|
|
180,097 |
|
|
|
8,312,735 |
|
|
|
8,501,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
208 |
|
Federal funds sold |
|
|
3,767,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,767,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
3,772,525 |
|
|
$ |
3,597 |
|
|
$ |
180,097 |
|
|
$ |
8,312,735 |
|
|
$ |
12,268,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yields |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities |
|
|
1.26 |
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
1.26 |
% |
Held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
|
|
|
|
2.97 |
|
|
|
0.75 |
|
|
|
0.54 |
|
|
|
0.77 |
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
|
|
|
|
|
|
|
|
0.67 |
|
|
|
0.72 |
|
|
|
0.71 |
|
Government-sponsored enterprises |
|
|
|
|
|
|
0.57 |
|
|
|
0.64 |
|
|
|
0.85 |
|
|
|
0.85 |
|
Non-agency residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
0.71 |
|
|
|
0.58 |
|
|
|
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield on held-to-maturity securities |
|
|
|
|
|
|
2.27 |
|
|
|
0.69 |
|
|
|
0.84 |
|
|
|
0.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield on total securities |
|
|
1.26 |
% |
|
|
2.27 |
% |
|
|
0.69 |
% |
|
|
0.84 |
% |
|
|
0.84 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government-sponsored agencies were the only issuers whose securities exceeded 10 percent
of the Banks total capital at December 31, 2010.
Mortgage Loan Portfolio Analysis
The Banks outstanding mortgage loans, nonaccrual mortgage loans, and mortgage loans 90 days or
more past due and accruing interest for each of the five years in the period ended December 31,
2010 were as follows:
COMPOSITION OF LOANS
(In thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
Real estate mortgages |
|
$ |
207,168 |
|
|
$ |
259,617 |
|
|
$ |
327,059 |
|
|
$ |
381,468 |
|
|
$ |
449,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming real estate mortgages |
|
$ |
1,254 |
|
|
$ |
1,115 |
|
|
$ |
370 |
|
|
$ |
312 |
|
|
$ |
466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate mortgages past due 90 days or more and still
accruing interest(1) |
|
$ |
857 |
|
|
$ |
2,515 |
|
|
$ |
2,295 |
|
|
$ |
2,854 |
|
|
$ |
4,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest contractually due during the year on nonaccrual loans |
|
$ |
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest actually received during the year on nonaccrual loans |
|
$ |
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Only government guaranteed/insured loans continue to accrue
interest after they become 90 days or more past due. |
97
Allowance for Credit Losses
Activity in the allowance for credit losses for each of the five years in the period ended December
31, 2010 is presented below. All activity relates to domestic real estate mortgage loans.
ALLOWANCE FOR CREDIT LOSSES
(In thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Balance, beginning of year |
|
$ |
240 |
|
|
$ |
261 |
|
|
$ |
263 |
|
|
$ |
267 |
|
|
$ |
294 |
|
Chargeoffs |
|
|
(15 |
) |
|
|
(21 |
) |
|
|
(2 |
) |
|
|
(4 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
225 |
|
|
$ |
240 |
|
|
$ |
261 |
|
|
$ |
263 |
|
|
$ |
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Concentration of Mortgage Loans
The following table presents the geographic concentration of the Banks mortgage loan portfolio as
of December 31, 2010.
GEOGRAPHIC CONCENTRATION OF MORTGAGE LOANS
|
|
|
|
|
Midwest (IA, IL, IN, MI, MN, ND, NE, OH, SD, and WI) |
|
|
12.2 |
% |
Northeast (CT, DE, MA, ME, NH, NJ, NY, PA, PR, RI, VI, and VT) |
|
|
0.9 |
|
Southeast (AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, and WV) |
|
|
12.8 |
|
Southwest (AR, AZ, CO, KS, LA, MO, NM, OK, TX, and UT) |
|
|
72.2 |
|
West (AK, CA, GU, HI, ID, MT, NV, OR, WA, and WY) |
|
|
1.9 |
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
Deposits
Time deposits in denominations of $100,000 or more totaled $80.1 million at December 31, 2010.
These deposits mature as follows: $51.5 million in less than three months, $27.3 million in three
to six months and $1.3 million in six to twelve months.
98
Short-term Borrowings
Borrowings with original maturities of one year or less are classified as short-term. Supplemental
information regarding the Banks discount notes and short-term consolidated obligation bonds for
the years ended December 31, 2010, 2009 and 2008 is provided in the following table.
SHORT-TERM BORROWINGS
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Consolidated obligation bonds |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at year end |
|
$ |
1,250 |
|
|
$ |
13,067 |
|
|
$ |
27,949 |
|
Weighted average rate at year end |
|
|
0.37 |
% |
|
|
0.59 |
% |
|
|
2.57 |
% |
Daily average outstanding for the year |
|
$ |
5,029 |
|
|
$ |
16,787 |
|
|
$ |
19,686 |
|
Weighted average rate for the year |
|
|
0.47 |
% |
|
|
1.31 |
% |
|
|
2.64 |
% |
Highest outstanding at any month end |
|
$ |
13,120 |
|
|
$ |
22,138 |
|
|
$ |
28,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligation discount notes |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at year end |
|
$ |
5,132 |
|
|
$ |
8,762 |
|
|
$ |
16,745 |
|
Weighted average rate at year end |
|
|
0.15 |
% |
|
|
0.27 |
% |
|
|
2.65 |
% |
Daily average outstanding for the year |
|
$ |
4,794 |
|
|
$ |
14,752 |
|
|
$ |
18,851 |
|
Weighted average rate for the year |
|
|
0.22 |
% |
|
|
1.40 |
% |
|
|
2.77 |
% |
Highest outstanding at any month end |
|
$ |
7,062 |
|
|
$ |
21,926 |
|
|
$ |
23,084 |
|
99
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Overview
As a financial intermediary, the Bank is subject to interest rate risk. Changes in the level of
interest rates, the slope of the interest rate yield curve, and/or the relationships (or spreads)
between interest yields for different instruments have an impact on the Banks estimated market
value of equity and its net earnings. This risk arises from a variety of instruments that the Bank
enters into on a regular basis in the normal course of its business.
The terms of member advances, investment securities and consolidated obligations may present
interest rate risk and/or embedded option risk. As discussed in Managements Discussion and
Analysis of Financial Condition and Results of Operations, the Bank makes extensive use of
derivative financial instruments, primarily interest rate swaps and caps, to manage the risk
arising from these sources.
The Bank has investments in residential mortgage-related assets, primarily CMOs and, to a much
smaller extent, MPF mortgage loans, both of which present prepayment risk. This risk arises from
the mortgagors option to prepay their mortgages, making the effective maturities of these
mortgage-based assets relatively more sensitive to changes in interest rates and other factors that
affect the mortgagors decisions to repay their mortgages as compared to other long-term investment
securities that do not have prepayment features. Historically, a decline in interest rates has
generally resulted in accelerated mortgage refinancing activity, thus increasing prepayments and
thereby shortening the effective maturity of the mortgage-related assets. Conversely, rising rates
generally slow prepayment activity and lengthen a mortgage-related assets effective maturity.
Recent economic and credit market conditions appear to have had an impact on mortgage prepayment
activity, as borrowers whose mortgage rates are above current market rates and who might otherwise
refinance or repay their mortgages more rapidly may not be able to obtain new mortgage loans at
current lower rates due to reductions in their incomes, declines in the values of their homes,
tighter lending standards, a general lack of credit availability, and/or delays in obtaining
approval of new loans.
The Bank manages the potential prepayment risk embedded in mortgage assets by purchasing almost
exclusively floating rate securities, by purchasing highly structured tranches of mortgage
securities that substantially limit the effects of prepayment risk, and/or by using interest rate
derivative instruments to offset prepayment risk specific both to particular securities and to the
overall mortgage portfolio. Because the Bank generally purchases mortgage-backed securities with
the intent and expectation of holding them to maturity, the Banks risk management activities
related to these securities are focused on those interest rate factors that pose a risk to the
Banks future earnings. As recent liquidity discounts in the prices for some of these securities
indicate, these interest rate factors may not necessarily be the same factors that are driving the
market prices of the securities.
The Bank uses a variety of risk measurements to monitor its interest rate risk. The Bank has made
a substantial investment in sophisticated financial modeling systems to measure and analyze
interest rate risk. These systems enable the Bank to routinely and regularly measure interest rate
risk metrics, including the sensitivity of its market value of equity and income under a variety of
interest rate scenarios. Management regularly monitors the information derived from these models
and provides the Banks Board of Directors with risk measurement reports. The Bank uses these
periodic assessments, in combination with its evaluation of the factors influencing the results,
when developing its funding and hedging strategies.
The Banks Risk Management Policy provides a risk management framework for the financial management
of the Bank consistent with the strategic principles outlined in its Strategic Business Plan. The
Bank develops its funding and hedging strategies to manage its interest rate risk within the risk
limits established in its Risk Management Policy.
100
Business Objectives
The Bank serves as a financial intermediary between the capital markets and its members. In its
most basic form, this intermediation process involves raising funds by issuing consolidated
obligations in the capital markets and lending the proceeds to member institutions at slightly
higher rates. The interest spread between the cost of the Banks liabilities and the yield on its
assets, combined with the earnings on its invested capital, are the Banks primary sources of
earnings. The Banks primary asset liability management goal is to manage its assets and
liabilities in such a way that its current and projected net interest spread is consistent across a
wide range of interest rate environments, although the Bank may occasionally take actions that are
not necessarily consistent with this objective for short periods of time in response to unusual
market conditions.
The objective of maintaining a stable interest spread is complicated under normal conditions by the
fact that the intermediation process outlined above cannot be executed for all of the Banks assets
and liabilities on an individual basis. In the course of a typical business day, the Bank
continuously offers a wide range of fixed and floating rate advances with maturities ranging from
overnight to 30 years that members can borrow in amounts that meet their specific funding needs at
any given point in time. At the same time, the Bank issues consolidated obligations to investors
who have their own set of investment objectives and preferences for the terms and maturities of
securities that they are willing to purchase.
Because it is not possible to consistently issue debt simultaneously with the issuance of an
advance to a member in the same amount and with the same terms as the advance, or to predict what
types of advances members might want or what types of consolidated obligations investors might be
willing to buy on any particular day, the Bank must have a ready supply of funds on hand at all
times to meet member advance demand. As conditions in the credit markets deteriorated in late
2008, the importance of the Bank having a ready supply of funds on hand to meet member advances
demand became even more evident.
In order to have a ready supply of funds, the Bank typically issues debt as opportunities arise in
the market, and makes the proceeds of those debt issuances (many of which bear fixed interest
rates) available for members to borrow in the form of advances. Holding fixed rate liabilities in
anticipation of member borrowing subjects the Bank to interest rate risk, and there is no assurance
in any event that members will borrow from the Bank in quantities or maturities that will match
these warehoused liabilities. Therefore, in order to intermediate the mismatches between advances
with certain terms and features, and consolidated obligations with a different set of terms and
features, the Bank typically converts both assets and liabilities to a LIBOR floating rate index,
and attempts to manage the interest spread between the pools of floating rate assets and
liabilities.
This process of intermediating the timing, structure, and amount of Bank members credit needs with
the investment requirements of the Banks creditors is made possible by the extensive use of
interest rate exchange agreements. The Banks general practice is, as often as practical, to
contemporaneously execute interest rate exchange agreements when acquiring assets and/or issuing
liabilities in order to convert the cash flows to LIBOR floating rates. Doing so reduces the
Banks interest rate risk exposure, which allows it to preserve the value of, and earn more stable
returns on, members capital investment.
However, in the normal course of business, the Bank also acquires assets with structural
characteristics that reduce the Banks ability to enter into interest rate exchange agreements
having mirror image terms. These assets include small fixed rate, fixed term advances; small fixed
schedule amortizing advances; and floating rate mortgage-related securities with embedded caps.
These assets require the Bank to employ risk management strategies in which the Bank hedges against
aggregated risks. The Bank may use fixed rate, callable or non-callable debt or interest rate
exchange agreements, such as fixed-for-floating interest rate swaps, floating rate basis swaps or
interest rate caps, to manage these aggregated risks.
101
Interest Rate Risk Measurement
As discussed above, the Bank measures its market risk regularly and generally manages its market
risk within its Risk Management Policy limits on estimated market value of equity losses under 200
basis point interest rate shock scenarios. The Risk Management Policy articulates the Banks
tolerance for the amount of overall interest rate risk the Bank will assume by limiting the maximum
estimated loss in market value of equity that the Bank would incur under simulated 200 basis point
changes in interest rates to 15 percent of the estimated base case market value. As reflected in
the table below, the Bank was in compliance with this limit at each month-end during the period
from December 2009 through December 2010.
As part of its ongoing risk management process, the Bank calculates an estimated market value of
equity for a base case interest rate scenario and for interest rate scenarios that reflect parallel
interest rate shocks. These calculations are made primarily for the purpose of analyzing and
managing the Banks interest rate risk and, accordingly, have been designed for that purpose rather
than for purposes of fair value disclosure under GAAP. The base case market value of equity is
calculated by determining the estimated fair value of each instrument on the Banks balance sheet,
and subtracting the estimated aggregate fair value of the Banks liabilities from the estimated
aggregate fair value of the Banks assets. For purposes of these calculations, mandatorily
redeemable capital stock is treated as equity rather than as a liability. The fair values of the
Banks financial instruments (both assets and liabilities) are determined using vendor prices,
dealer estimates or a pricing model. These calculations include values for MBS based on current
estimated market prices, some of which reflect discounts that the Bank believes are largely related
to credit concerns and a lack of market liquidity rather than the level of interest rates. For
those instruments for which a pricing model is used, the calculations are based upon parameters
derived from market conditions existing at the time of measurement, and are generally determined by
discounting estimated future cash flows at the replacement (or similar) rate for new instruments of
the same type with the same or very similar characteristics. The market value of equity
calculations include non-financial assets and liabilities, such as premises and equipment, other
assets, payables for AHP and REFCORP, and other liabilities at their recorded carrying amounts.
For purposes of compliance with the Banks Risk Management Policy limit on estimated losses in
market value, market value of equity losses are defined as the estimated net sensitivity of the
value of the Banks equity (the net value of its portfolio of assets, liabilities and interest rate
derivatives) to 200 basis point parallel shifts in interest rates. In addition, the Bank routinely
performs projections of its future earnings over a rolling horizon that includes the current year
and at least the next two calendar years under a variety of interest rate and business
environments.
The following table provides the Banks estimated base case market value of equity and its
estimated market value of equity under up and down 200 basis point interest rate shock scenarios
(and, for comparative purposes, its estimated market value of equity under up and down 100 basis
point interest rate shock scenarios) for each month-end during the period from December 2009
through December 2010. In addition, the table provides the percentage change in estimated market
value of equity under each of these shock scenarios for the indicated periods.
102
MARKET VALUE OF EQUITY
(dollars in billions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up
200 Basis Points (1) |
|
|
Down 200 Basis Points(2) |
|
|
Up 100 Basis Points(1) |
|
|
Down 100 Basis Points(2) |
|
|
|
Base Case |
|
|
Estimated |
|
|
Percentage |
|
|
Estimated |
|
|
Percentage |
|
|
Estimated |
|
|
Percentage |
|
|
Estimated |
|
|
Percentage |
|
|
|
Market |
|
|
Market |
|
|
Change |
|
|
Market |
|
|
Change |
|
|
Market |
|
|
Change |
|
|
Market |
|
|
Change |
|
|
|
Value |
|
|
Value |
|
|
from |
|
|
Value |
|
|
from |
|
|
Value |
|
|
from |
|
|
Value |
|
|
from |
|
|
|
of Equity |
|
|
of Equity |
|
|
Base Case(3) |
|
|
of Equity |
|
|
Base Case(3) |
|
|
of Equity |
|
|
Base Case(3) |
|
|
of Equity |
|
|
Base Case(3) |
|
December 2009 |
|
$ |
2.836 |
|
|
$ |
2.520 |
|
|
|
-11.14 |
% |
|
$ |
2.947 |
|
|
|
3.91 |
% |
|
$ |
2.700 |
|
|
|
-4.80 |
% |
|
$ |
2.908 |
|
|
|
2.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2010 |
|
|
2.727 |
|
|
|
2.466 |
|
|
|
-9.57 |
% |
|
|
2.829 |
|
|
|
3.74 |
% |
|
|
2.620 |
|
|
|
-3.92 |
% |
|
|
2.795 |
|
|
|
2.49 |
% |
February 2010 |
|
|
2.828 |
|
|
|
2.528 |
|
|
|
-10.61 |
% |
|
|
2.967 |
|
|
|
4.92 |
% |
|
|
2.697 |
|
|
|
-4.63 |
% |
|
|
2.920 |
|
|
|
3.25 |
% |
March 2010 |
|
|
2.743 |
|
|
|
2.433 |
|
|
|
-11.30 |
% |
|
|
2.873 |
|
|
|
4.74 |
% |
|
|
2.608 |
|
|
|
-4.92 |
% |
|
|
2.827 |
|
|
|
3.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2010 |
|
|
2.627 |
|
|
|
2.367 |
|
|
|
-9.90 |
% |
|
|
2.738 |
|
|
|
4.23 |
% |
|
|
2.516 |
|
|
|
-4.23 |
% |
|
|
2.701 |
|
|
|
2.82 |
% |
May 2010 |
|
|
2.590 |
|
|
|
2.378 |
|
|
|
-8.19 |
% |
|
|
2.667 |
|
|
|
2.97 |
% |
|
|
2.504 |
|
|
|
-3.32 |
% |
|
|
2.647 |
|
|
|
2.20 |
% |
June 2010 |
|
|
2.760 |
|
|
|
2.506 |
|
|
|
-9.20 |
% |
|
|
2.909 |
|
|
|
5.40 |
% |
|
|
2.651 |
|
|
|
-3.95 |
% |
|
|
2.849 |
|
|
|
3.22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2010 |
|
|
2.762 |
|
|
|
2.546 |
|
|
|
-7.82 |
% |
|
|
2.909 |
|
|
|
5.32 |
% |
|
|
2.668 |
|
|
|
-3.40 |
% |
|
|
2.847 |
|
|
|
3.08 |
% |
August 2010 |
|
|
2.691 |
|
|
|
2.527 |
|
|
|
-6.09 |
% |
|
|
2.823 |
|
|
|
4.91 |
% |
|
|
2.622 |
|
|
|
-2.56 |
% |
|
|
2.771 |
|
|
|
2.97 |
% |
September 2010 |
|
|
2.379 |
|
|
|
2.207 |
|
|
|
-7.23 |
% |
|
|
2.512 |
|
|
|
5.59 |
% |
|
|
2.304 |
|
|
|
-3.15 |
% |
|
|
2.453 |
|
|
|
3.11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2010 |
|
|
2.099 |
|
|
|
1.933 |
|
|
|
-7.91 |
% |
|
|
2.223 |
|
|
|
5.91 |
% |
|
|
2.024 |
|
|
|
-3.57 |
% |
|
|
2.162 |
|
|
|
3.00 |
% |
November 2010 |
|
|
2.182 |
|
|
|
2.009 |
|
|
|
-7.93 |
% |
|
|
2.311 |
|
|
|
5.91 |
% |
|
|
2.105 |
|
|
|
-3.53 |
% |
|
|
2.246 |
|
|
|
2.93 |
% |
December 2010 |
|
|
2.187 |
|
|
|
1.991 |
|
|
|
-8.96 |
% |
|
|
2.324 |
|
|
|
6.26 |
% |
|
|
2.099 |
|
|
|
-4.02 |
% |
|
|
2.261 |
|
|
|
3.38 |
% |
|
|
|
(1) |
|
In the up 100 and 200 scenarios, the estimated market value of
equity is calculated under assumed instantaneous +100 and +200 basis point parallel
shifts in interest rates. |
|
(2) |
|
Pursuant to guidance issued by the Finance Agency, the estimated market
value of equity is calculated under assumed instantaneous -100 and -200 basis point
parallel shifts in interest rates, subject to a floor of 0.35 percent. |
|
(3) |
|
Amounts used to calculate percentage changes are based on numbers in the thousands.
Accordingly, recalculations based upon the disclosed amounts
(billions) may not produce the same results. |
A related measure of interest rate risk is duration of equity. Duration is the weighted
average maturity (typically measured in months or years) of an instruments cash flows, weighted by
the present value of those cash flows. As such, duration provides an estimate of an instruments
sensitivity to small changes in market interest rates. The duration of assets is generally
expressed as a positive figure, while the duration of liabilities is generally expressed as a
negative number. The change in value of a specific instrument for given changes in interest rates
will generally vary in inverse proportion to the instruments duration. As market interest rates
decline, instruments with a positive duration are expected to increase in value, while instruments
with a negative duration are expected to decrease in value. Conversely, as interest rates rise,
instruments with a positive duration are expected to decline in value, while instruments with a
negative duration are expected to increase in value.
The values of instruments having relatively longer (or higher) durations are more sensitive to a
given interest rate movement than instruments having shorter durations; that is, risk increases as
the absolute value of duration lengthens. For instance, the value of an instrument with a duration
of three years will theoretically change by three percent for every one percentage point change in
interest rates, while the value of an instrument with a duration of five years will theoretically
change by five percent for every one percentage point change in interest rates.
The duration of individual instruments may be easily combined to determine the duration of a
portfolio of assets or liabilities by calculating a weighted average duration of the instruments in
the portfolio. Such combinations provide a single straightforward metric that describes the
portfolios sensitivity to interest rate movements. These additive properties can be applied to
the assets and liabilities on the Banks balance sheet. The difference between the combined
durations of the Banks assets and the combined durations of its liabilities is sometimes referred
to as duration gap and provides a measure of the relative interest rate sensitivities of the Banks
assets and liabilities.
Duration gap is a useful measure of interest rate sensitivity but does not account for the effect
of leverage, or the effect of the absolute duration of the Banks assets and liabilities, on the
sensitivity of its estimated market value of equity to changes in interest rates. The inclusion of
these factors results in a measure of the sensitivity of the value
103
of the Banks equity to changes in market interest rates referred to as the duration of equity.
Duration of equity is the market value weighted duration of assets minus the market value weighted
duration of liabilities divided by the market value of equity.
The significance of an entitys duration of equity is that it can be used to describe the
sensitivity of the entitys market value of equity to movements in interest rates. A duration of
equity equal to zero would mean, within a narrow range of interest rate movements, that the Bank
had neutralized the impact of changes in interest rates on the market value of its equity.
A positive duration of equity would mean, within a narrow range of interest rate movements, that
for each one year of duration the estimated market value of the Banks equity would be expected to
decline by about 0.01 percent for every positive 0.01 percent change in the level of interest
rates. A positive duration generally indicates that the value of the Banks assets is more
sensitive to changes in interest rates than the value of its liabilities (i.e., that the duration
of its assets is greater than the duration of its liabilities).
Conversely, a negative duration of equity would mean, within a narrow range of interest rate
movements, that for each one year of negative duration the estimated market value of the Banks
equity would be expected to increase by about 0.01 percent for every positive 0.01 percent change
in the level of interest rates. A negative duration generally indicates that the value of the
Banks liabilities is more sensitive to changes in interest rates than the value of its assets
(i.e., that the duration of its liabilities is greater than the duration of its assets).
The following table provides information regarding the Banks base case duration of equity as well
as its duration of equity in up and down 100 and 200 basis point interest rate shock scenarios for
each month-end during the period from December 2009 through December 2010.
DURATION ANALYSIS
(Expressed in Years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Case Interest Rates |
|
|
|
|
Asset |
|
Liability |
|
Duration |
|
Duration |
|
Duration of Equity |
|
|
Duration |
|
|
Duration |
|
|
Gap |
|
|
of Equity |
|
|
Up 100(1) |
|
|
Up 200(1) |
|
|
Down 100(2) |
|
|
Down 200(2) |
|
December 2009 |
|
|
0.46 |
|
|
|
(0.31 |
) |
|
|
0.15 |
|
|
|
3.65 |
|
|
|
6.04 |
|
|
|
7.90 |
|
|
|
2.49 |
|
|
|
1.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2010 |
|
|
0.44 |
|
|
|
(0.33 |
) |
|
|
0.11 |
|
|
|
2.93 |
|
|
|
5.34 |
|
|
|
7.00 |
|
|
|
1.86 |
|
|
|
0.98 |
|
February 2010 |
|
|
0.49 |
|
|
|
(0.33 |
) |
|
|
0.16 |
|
|
|
3.75 |
|
|
|
5.86 |
|
|
|
7.20 |
|
|
|
2.58 |
|
|
|
1.19 |
|
March 2010 |
|
|
0.50 |
|
|
|
(0.33 |
) |
|
|
0.17 |
|
|
|
4.09 |
|
|
|
6.22 |
|
|
|
7.86 |
|
|
|
3.02 |
|
|
|
1.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2010 |
|
|
0.48 |
|
|
|
(0.33 |
) |
|
|
0.15 |
|
|
|
3.34 |
|
|
|
5.37 |
|
|
|
7.09 |
|
|
|
2.42 |
|
|
|
1.20 |
|
May 2010 |
|
|
0.44 |
|
|
|
(0.35 |
) |
|
|
0.09 |
|
|
|
2.36 |
|
|
|
4.39 |
|
|
|
6.08 |
|
|
|
1.53 |
|
|
|
0.50 |
|
June 2010 |
|
|
0.47 |
|
|
|
(0.32 |
) |
|
|
0.15 |
|
|
|
3.44 |
|
|
|
4.99 |
|
|
|
6.33 |
|
|
|
3.26 |
|
|
|
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2010 |
|
|
0.47 |
|
|
|
(0.31 |
) |
|
|
0.16 |
|
|
|
3.28 |
|
|
|
4.06 |
|
|
|
5.45 |
|
|
|
3.16 |
|
|
|
1.73 |
|
August 2010 |
|
|
0.46 |
|
|
|
(0.33 |
) |
|
|
0.13 |
|
|
|
2.64 |
|
|
|
3.10 |
|
|
|
4.28 |
|
|
|
3.06 |
|
|
|
1.28 |
|
September 2010 |
|
|
0.44 |
|
|
|
(0.32 |
) |
|
|
0.12 |
|
|
|
3.19 |
|
|
|
3.83 |
|
|
|
4.97 |
|
|
|
3.53 |
|
|
|
1.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2010 |
|
|
0.52 |
|
|
|
(0.36 |
) |
|
|
0.16 |
|
|
|
3.52 |
|
|
|
4.06 |
|
|
|
5.36 |
|
|
|
4.06 |
|
|
|
2.14 |
|
November 2010 |
|
|
0.55 |
|
|
|
(0.39 |
) |
|
|
0.16 |
|
|
|
3.22 |
|
|
|
4.20 |
|
|
|
5.31 |
|
|
|
3.52 |
|
|
|
3.14 |
|
December 2010 |
|
|
0.56 |
|
|
|
(0.39 |
) |
|
|
0.17 |
|
|
|
3.62 |
|
|
|
4.77 |
|
|
|
5.84 |
|
|
|
3.03 |
|
|
|
3.55 |
|
|
|
|
(1) |
|
In the up 100 and 200 scenarios, the duration of equity is
calculated under assumed instantaneous +100 and +200 basis point parallel shifts in interest
rates. |
|
(2) |
|
Pursuant to guidance issued by the Finance Agency, the
duration of equity was calculated under assumed instantaneous -100 and -200
basis point parallel shifts in interest rates, subject to a floor of 0.35
percent. |
Duration of equity measures the impact of a parallel shift in interest rates on an entitys
market value of equity but may not be a good metric for measuring changes in value related to
non-parallel rate shifts. An alternative measure for that purpose uses key rate durations, which
measure portfolio sensitivity to changes in interest rates at particular
104
points on a yield curve. Key rate duration is a specialized form of duration. It is calculated by
estimating the change in value due to changing the market rate for one specific maturity point on
the yield curve while holding all other variables constant. The sum of the key rate durations
across an applicable yield curve is approximately equal to the overall portfolio duration.
The duration of equity measure represents the expected percentage change in the Banks market value
of equity for a one percentage point (100 basis point) parallel change in interest rates. The key
rate duration measure represents the expected percentage change in the Banks market value of
equity for a one percentage point (100 basis point) parallel change in interest rates for a given
maturity point on the yield curve, holding all other rates constant. The Bank has established a
key rate duration limit of 7.5 years, measured as the difference between the maximum and minimum
key rate durations calculated for seven defined individual maturity points on the yield curve. In
addition, during 2010, the Bank had a separate limit of 15 years for the 10-year maturity point key
rate duration. The Bank calculates these metrics monthly and was in compliance with these policy
limits at each month-end during the year ended December 31, 2010. In February 2011, the Bank
revised the limit for the 10-year maturity point key rate duration to 7.5 years.
Interest Rate Risk Components
The Bank manages the interest rate risk of a significant percentage of its assets and liabilities
on a transactional basis. Using interest rate exchange agreements, the Bank pays (in the case of
an asset) or receives (in the case of a liability) a coupon that is identical or nearly identical
to the balance sheet item, and receives or pays in return, respectively, a floating rate typically
indexed to LIBOR. The combination of the interest rate exchange agreement with the balance sheet
item has the effect of reducing the duration of the asset or liability to the term to maturity of
the LIBOR index, which is typically either one month or three months. After converting the assets
and liabilities to LIBOR, the Bank can then focus on managing the spread between the assets and
liabilities while remaining relatively insensitive to overall movements in market interest rates.
Because individual assets and liabilities are typically converted to floating rates at the time
they are acquired or issued, mismatches can develop between the reset dates for aggregate balances
of floating rate assets and floating rate liabilities. The mismatch between the average time to
repricing of the assets and the liabilities converted to floating rates in this manner can,
however, cause the Banks duration of equity to fluctuate by as much as 0.50 years from month to
month. While the realization of these reset timing differences is generally not material to the
Banks results of operations under normal market conditions in which one- and three-month LIBOR
rates change in relatively modest increments, these reset timing differences can have a more
significant impact during periods in which short-term LIBOR rates are volatile. As a result, the
Bank analyzes these reset timing differences and periodically enters into hedging transactions,
such as basis swaps or forward rate agreements, to reduce the risk they pose to the Banks periodic
earnings.
In the normal course of business, the Bank also acquires assets whose structural characteristics
and/or size limit the Banks ability to enter into interest rate exchange agreements having mirror
image cash flows. These assets include fixed rate, fixed-schedule, amortizing advances and
mortgage-related assets. The Bank manages the interest rate risk of these assets by issuing
non-callable liabilities, and by entering into interest rate exchange agreements that are not
designated against specific assets or liabilities for accounting purposes (stand-alone or economic
derivatives). These hedging transactions serve to preserve the value of the asset and minimize the
impact of changes in interest rates on the spread between the asset and liability due to maturity
mismatches.
In the normal course of business, the Bank may issue fixed rate advances in relatively small blocks
(e.g., $1.0 $5.0 million) that are too small to efficiently hedge on an individual basis. These
advances may require repayment of the entire principal at maturity or may have fixed amortization
schedules that require repayment of portions of the original principal each month or at other
specified intervals over their term. This activity tends to extend the Banks duration of equity.
To monitor and hedge this risk, the Bank periodically evaluates the volume of such advances and
issues a corresponding amount of fixed rate debt with similar maturities or enters into interest
rate swaps to offset the interest rate risk created by the pool of fixed rate assets.
As of December 31, 2010, the Bank also held approximately $8.6 billion of floating rate CMOs that
reset monthly in accordance with one-month LIBOR, but that contain terms that will cap their
interest rates at levels predominantly
105
between 6.0 and 7.0 percent. To offset a portion of the potential risk that the coupons on these
securities might reach their caps at some point in the future, the Bank currently holds a total of
$3.7 billion of stand-alone interest rate caps with strike rates ranging from 6.0 percent to 7.0
percent and maturities ranging from 2014 to 2016. The Bank periodically evaluates the residual
risk of the caps embedded in the CMOs and determines whether to purchase additional caps.
Because the majority of the Banks floating rate debt is indexed to three-month LIBOR, the Banks
portfolio of floating rate CMOs and other assets indexed to one-month LIBOR also presents risk to
periodic changes in the spread between one- and three-month LIBOR. To offset this risk, the Bank
maintains a substantial portfolio of basis swaps that convert three-month repricing debt to
one-month repricing frequency.
In practice, management analyzes a variety of factors in order to assess the suitability of the
Banks interest rate exposure within the established risk limits. These factors include current
and projected market conditions, including possible changes in the level, shape, and volatility of
the term structure of interest rates, possible changes to the composition of the Banks balance
sheet, and possible changes in the delivery channels for the Banks assets, liabilities, and
hedging instruments. Many of these same variables are also included in the Banks income modeling
processes. While management considered the Banks interest rate risk profile to be appropriate
given market conditions during 2010, the Bank may adjust its exposure to market interest rates
based on the results of its analyses of the impact of these conditions on future earnings.
As noted above, the Bank typically manages interest rate risk on a transaction by transaction basis
as much as possible. To the extent that the Bank finds it necessary or appropriate to modify its
interest rate risk position, it would normally do so through one or more cash or interest rate
derivative transactions, or a combination of both. For instance, if the Bank wished to shorten its
duration of equity, it would typically do so by issuing additional fixed rate debt with maturities
that correspond to the maturities of specific assets or pools of assets that have not previously
been hedged. This same result might also be implemented by executing one or more interest rate
swaps to convert specific assets from a fixed rate to a floating rate of interest. A similar
approach would be taken if the Bank determined it was appropriate to extend rather than shorten its
duration.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Banks annual audited financial statements for the years ended December 31, 2010, 2009 and
2008, together with the notes thereto and the report of PricewaterhouseCoopers LLP thereon, are
included in this Annual Report on pages F-1 through F-54.
The following is a summary of the Banks unaudited quarterly operating results for the years ended
December 31, 2010 and 2009.
106
SELECTED QUARTERLY FINANCIAL DATA
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010 |
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Total |
|
|
Interest income |
|
$ |
127,138 |
|
|
$ |
129,019 |
|
|
$ |
125,142 |
|
|
$ |
98,610 |
|
|
$ |
479,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
64,185 |
|
|
|
68,409 |
|
|
|
54,686 |
|
|
|
47,086 |
|
|
|
234,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit component of other-than temporary
impairment losses on held-to-maturity securities |
|
|
(568 |
) |
|
|
(1,103 |
) |
|
|
(379 |
) |
|
|
(504 |
) |
|
|
(2,554 |
) |
Net gain (loss) on trading securities |
|
|
119 |
|
|
|
(235 |
) |
|
|
303 |
|
|
|
272 |
|
|
|
459 |
|
Net gains (losses) on derivatives and hedging activities |
|
|
(26,706 |
) |
|
|
1,288 |
|
|
|
(2,644 |
) |
|
|
10,323 |
|
|
|
(17,739 |
) |
Gain (loss) on other liabilities carried at fair value
under the fair value option |
|
|
|
|
|
|
|
|
|
|
124 |
|
|
|
(3,699 |
) |
|
|
(3,575 |
) |
Gains on early extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
176 |
|
|
|
264 |
|
|
|
440 |
|
Service fees and other, net |
|
|
2,022 |
|
|
|
2,274 |
|
|
|
2,246 |
|
|
|
2,168 |
|
|
|
8,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
17,832 |
|
|
|
17,023 |
|
|
|
17,229 |
|
|
|
25,458 |
|
|
|
77,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assessments |
|
|
5,631 |
|
|
|
14,223 |
|
|
|
9,892 |
|
|
|
8,080 |
|
|
|
37,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
15,589 |
|
|
|
39,387 |
|
|
|
27,391 |
|
|
|
22,372 |
|
|
|
104,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009 |
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Total |
|
|
Interest income |
|
$ |
304,088 |
|
|
$ |
232,314 |
|
|
$ |
170,073 |
|
|
$ |
130,989 |
|
|
$ |
837,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
|
(22,827 |
) |
|
|
14,753 |
|
|
|
33,510 |
|
|
|
51,040 |
|
|
|
76,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain on sale of available-for-sale security |
|
|
843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
843 |
|
Credit component of other-than temporary
impairment losses on held-to-maturity securities |
|
|
(17 |
) |
|
|
(654 |
) |
|
|
(2,312 |
) |
|
|
(1,039 |
) |
|
|
(4,022 |
) |
Net gain (loss) on trading securities |
|
|
(79 |
) |
|
|
257 |
|
|
|
286 |
|
|
|
122 |
|
|
|
586 |
|
Net gains on derivatives and hedging activities |
|
|
126,831 |
|
|
|
33,903 |
|
|
|
14,080 |
|
|
|
18,295 |
|
|
|
193,109 |
|
Gains on early extinguishment of debt |
|
|
|
|
|
|
176 |
|
|
|
|
|
|
|
377 |
|
|
|
553 |
|
Service fees and other, net |
|
|
2,304 |
|
|
|
2,419 |
|
|
|
2,332 |
|
|
|
2,231 |
|
|
|
9,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
18,392 |
|
|
|
15,832 |
|
|
|
23,880 |
|
|
|
17,186 |
|
|
|
75,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assessments |
|
|
23,524 |
|
|
|
9,295 |
|
|
|
6,373 |
|
|
|
14,285 |
|
|
|
53,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
65,139 |
|
|
|
25,727 |
|
|
|
17,643 |
|
|
|
39,555 |
|
|
|
148,064 |
|
Net interest income (expense) associated with the Banks stand-alone derivatives is recorded
in net gains (losses) on derivatives and hedging activities. During the first, second, third and
fourth quarters of 2009, net interest income associated with these derivatives totaled $46.1
million, $27.2 million, $19.7 million and $14.6 million, respectively. Net interest income
associated with stand-alone derivatives was less than $8.5 million in each quarterly period in
2010.
Net interest income (expense) for the first quarter of 2009 was negatively impacted by actions the
Bank took to ensure its ability to provide liquidity to its members during a period of unusual
market disruption. At the height of the credit market disruptions in the early part of the fourth
quarter of 2008, and in order to ensure that the Bank
107
would have sufficient liquidity on hand to fund member advances throughout the year-end period, the
Bank replaced short-term liabilities with new issues of debt with maturities that extended into
2009 instead of issuing very short-maturity debt. As yields subsequently declined sharply on the
Banks short-term assets, including overnight federal funds sold and short-term advances to
members, this fixed rate debt was carried at a negative spread. The negative impact of this debt
was minimal in the last nine months of 2009 as much of the relatively high cost debt issued in late
2008 matured in the first quarter of 2009.
As discussed previously in Item 7 Managements Discussion and Analysis of Financial Condition and
Results of Operations, changes in the fair values of the Banks stand-alone derivatives can be a
source of considerable volatility in the Banks earnings and were so particularly in early 2010 and
early 2009. In aggregate, the recorded fair value changes in the Banks stand-alone derivatives
were ($37.7 million) and $26.4 million during the first quarter of 2010 and the first quarter of
2009, respectively. The aggregate fair value changes associated with these derivatives were not as
significant in the other quarterly periods presented.
In addition, the net gains on derivatives and hedging activities during the first quarter of 2009
were due in part to fair value hedge ineffectiveness gains associated with the Banks consolidated
obligation bonds. During this quarter, the hedge ineffectiveness gains associated with the Banks
consolidated obligation bonds totaled $55.5 million. A substantial portion of the Banks fixed
rate consolidated obligation bonds are hedged with fixed-for-floating interest rate swaps in
long-haul hedging relationships. The floating legs of most of these interest rate swaps reset every
three months and are then fixed until the next reset date. These hedging relationships have been,
and are expected to continue to be, highly effective in achieving offsetting changes in fair values
attributable to the hedged risk. However, during periods in which short-term rates are volatile
(as they were in the latter part of 2008), the Bank can experience increased earnings variability
related to differences in the timing between changes in short-term rates and interest rate resets
on the floating legs of its interest rate swaps. While changes in the values of the fixed rate leg
of the interest rate swap and the fixed rate bond being hedged substantially offset each other,
when three-month LIBOR rates increase or decrease dramatically between the reset date and the
valuation date (three-month LIBOR rates rose dramatically at the end of the third quarter of 2008
and decreased dramatically during the fourth quarter of 2008), discounting the coupon rate cash
flows being paid on the floating rate leg at the prevailing market rate until the swaps next reset
date can result in ineffectiveness-related gains and losses that, while relatively small when
expressed as prices, can be significant when evaluated in the context of the Banks earnings.
Because the Bank typically holds its interest rate swaps to call or maturity, the impact of these
ineffectiveness-related adjustments on earnings are generally transitory, as they were in this
case. With relatively stable three-month LIBOR rates during the first quarter of 2009, net
ineffectiveness-related losses of $61.5 million for the third and fourth quarters of 2008
substantially reversed (in the form of ineffectiveness-related gains) during the first quarter of
2009. Because a large proportion of the assets funded with swapped floating rate debt have
floating rate coupons, the Bank has a much smaller balance of swapped assets than liabilities, and
a substantial portion of those assets qualify for and are designated in short-cut hedging
relationships. Consequently, the Bank did not experience similar offsetting hedge ineffectiveness
variability from its asset hedging activities during these periods.
In response to the provisions of the Pension Protection Act, the Bank made supplemental
contributions of $5.2 million and $7.5 million in the fourth quarter of 2010 and the third quarter
of 2009, respectively, to improve the funded status of its defined benefit pension plan. These
contributions are included in other expense for those periods.
108
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Banks management, under the supervision and with the participation of its Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Banks
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the period covered by
this report. Based upon that evaluation, the Banks Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of the period covered by this report, the Banks disclosure
controls and procedures were effective in: (1) recording, processing, summarizing and reporting
information required to be disclosed by the Bank in the reports that it files or submits under the
Exchange Act within the time periods specified in the SECs rules and forms and (2) ensuring that
information required to be disclosed by the Bank in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the Banks management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.
Managements Report on Internal Control over Financial Reporting
Managements Report on Internal Control over Financial Reporting as of December 31, 2010 is
included herein on page F-2. The Banks independent registered public accounting firm,
PricewaterhouseCoopers LLP, has also issued a report regarding the effectiveness of the Banks
internal control over financial reporting as of December 31, 2010, which is included herein on page
F-3.
Changes in Internal Control over Financial Reporting
There were no changes in the Banks internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended
December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the
Banks internal control over financial reporting.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
On July 30, 2008, the President of the United States signed into law the Housing and Economic
Recovery Act of 2008 (the HER Act). Pursuant to the HER Act, each FHLBank is governed by a board
of directors of 13 persons or so many persons as the Director of the Finance Agency may determine.
The HER Act divides directors of FHLBanks into two classes. The first class is comprised of
member directors who are elected by the member institutions of each state in the FHLBanks
district to represent that state. The second class is comprised of independent directors who are
nominated by a FHLBanks board of directors, after consultation with its affordable housing
Advisory Council, and elected by the FHLBanks members at-large.
Pursuant to the HER Act and an implementing Finance Agency regulation, member directors must
constitute a majority of the members of the board of directors of each FHLBank and independent
directors must constitute at least 40 percent of the members of each board of directors. At least
two of the independent directors must be public interest directors with more than four years
experience representing consumer or community interests in banking services, credit needs, housing,
or consumer financial protections. Annually, the Board of Directors of the Bank is required to
determine how many of its independent directorships should be designated as public interest
directorships, provided that the Bank at all times has at least two public interest directorships.
By order of the Finance Agency on June 21, 2010, the Director of the Finance Agency designated
that, for 2011, the Bank would have 9 member directors and 7 independent directors. With respect
to the director elections that the Bank conducted during calendar year 2010, for terms beginning
January 1, 2011, the order designated that one member director would be elected in Mississippi, one
member director would be elected in New Mexico and three independent directors would be elected.
The term of office of each directorship commencing on or after January 1, 2009 is four years,
except as adjusted by the Finance Agency in order to achieve a staggered board of directors (such
that approximately one-fourth of the terms expire each year). Of the five directors that were
elected for terms beginning January 1, 2011, four directors (Mary E. Ceverha, James H. Clayton,
Darryl D. Swinton and Ron G. Wiser) will serve four-year terms that will expire on December 31,
2014 and one director (Patricia P. Brister) will serve a one-year term that will expire on December
31, 2011. The HER Act, as clarified by the implementing Finance Agency regulation, did not change
the terms of office of then-existing FHLBank directors. Under prior law, directors served
three-year terms.
Director terms commence on January 1 (except in instances where a vacancy is filled, as further
discussed below) and end on December 31. Directors (both member and independent) cannot serve more
than three consecutive full terms.
Member Directors
Each year the Finance Agency designates the number of member directorships for each state in the
Banks district. The Finance Agency allocates the member directorships among the states in the
Banks district as follows: (1) one member directorship is allocated to each state; (2) if the
total number of member directorships allocated pursuant to clause (1) is less than eight, the
Finance Agency allocates additional member directorships among the states using the method of equal
proportions (which is the same equal proportions method used to apportion seats in the House of
Representatives among states) until the total allocated for the Bank equals eight; (3) if the
number of member directorships allocated to any state pursuant to clauses (1) and (2) is less than
the number that was allocated to that state on December 31, 1960, the Finance Agency allocates such
additional member directorships to that state until the total allocated to that state equals the
number allocated to that state on December 31, 1960; and (4) after consultation with the Bank, the
Finance Agency may approve additional discretionary member directorships. For 2011, the Finance
Agency designated the Banks member directorships as follows: Arkansas 1; Louisiana 2 (the
grandfather provision in clause (3) of the preceding sentence guarantees Louisiana two of the
member directorships in the Banks district); Mississippi 1; New Mexico 1; and Texas 4.
110
To be eligible to serve as a member director, a candidate must be: (1) a citizen of the United
States and (2) an officer or director of a member institution that is located in the represented
state and that meets all of the minimum capital requirements established by its federal or state
regulator. For purposes of election of directors, a member is deemed to be located in the state in
which a members principal place of business is located as of December 31 of the calendar year
immediately preceding the election year (Record Date). A members principal place of business is
the state in which such member maintains its home office as established in conformity with the laws
under which it is organized; provided, however, a member may request in writing to the FHLBank in
the district where such member maintains its home office that a state other than the state in which
it maintains its home office be designated as its principal place of business. Within 90 calendar
days of receipt of such written request, the board of directors of the FHLBank in the district
where the member maintains its home office shall designate a state other than the state where the
member maintains its home office as the members principal place of business, provided all of the
following criteria are satisfied: (a) at least 80 percent of such members accounting books,
records, and ledgers are maintained, located or held in such designated state; (b) a majority of
meetings of such members board of directors and constituent committees are conducted in such
designated state; and (c) a majority of such members five highest paid officers have their place
of employment located in such designated state.
Candidates for member directorships are nominated by members located in the state to be represented
by that particular directorship. Member directors may be elected without a vote by members if the
number of nominees from a state is equal to or less than the number of directorships to be filled
from that state. In that case, the Bank will notify the members in the affected voting state in
writing (in lieu of providing a ballot) that the directorships are to be filled without an election
due to a lack of nominees.
For each member directorship that is to be filled in an election, each member institution that is
located in the state to be represented by the directorship is entitled to cast one vote for each
share of capital stock that the member was required to hold as of the Record Date; provided,
however, that the number of votes that any member may cast for any one directorship cannot exceed
the average number of shares of capital stock that are required to be held as of the Record Date by
all members located in the state to be represented. The effect of limiting the number of shares
that a member may vote to the average number of shares required to be held by all members in the
members state is generally to equalize voting rights among members. Members required to hold the
largest number of shares above the average generally have proportionately less voting power, and
members required to hold a number of shares closer to or below such average have proportionately
greater voting power than would be the case if each member were entitled to cast one vote for each
share of stock it was required to hold. A member may not split its votes among multiple nominees
for a single directorship, nor, where there are multiple directorships to be filled for a voting
state, may it cumulatively vote for a single nominee. Any ballots cast in violation of these
restrictions are void.
No shareholder meetings are held for the election of directors; the entire election process is
conducted by mail. The Banks Board of Directors does not solicit proxies, nor are member
institutions permitted to solicit or use proxies to cast their votes in an election. Except as set
forth in the next sentence, no director, officer, employee, attorney or agent of the Bank may (i)
communicate in any manner that a director, officer, employee, attorney or agent of the Bank,
directly or indirectly, supports or opposes the nomination or election of a particular individual
for a member directorship or (ii) take any other action to influence the voting with respect to any
particular individual. A Bank director, officer, employee, attorney or agent may, acting in his or
her personal capacity, support the nomination or election of any individual for a member
directorship, provided that no such individual may purport to represent the views of the Bank or
its Board of Directors in doing so.
In the event of a vacancy in any member directorship, such vacancy is to be filled by an
affirmative vote of a majority of the Banks remaining directors, regardless of whether such
remaining directors constitute a quorum of the Banks Board of Directors. A member director so
elected shall satisfy the requirements for eligibility that were applicable to his or her
predecessor and will fill the unexpired term of office of the vacant directorship.
Independent Directors
As noted above, independent directors are nominated by the Banks Board of Directors after
consultation with its affordable housing Advisory Council. Any individual who seeks to be an
independent director of the Board of Directors of the Bank may deliver to the Bank, on or before
the deadline set by the Bank, an executed independent
111
director application form prescribed by the Finance Agency. Before announcing any independent
director nominee, the Bank must deliver to the Finance Agency a copy of the independent director
application forms executed by the individuals proposed to be nominated for independent
directorships by the Board of Directors of the Bank. If within two weeks of such delivery the
Finance Agency provides comments to the Bank on any independent director nominee, the Board of
Directors of the Bank must consider the Finance Agencys comments in determining whether to proceed
with those nominees or to reopen the nomination process. If within the two-week period the Finance
Agency offers no comment on a nominee, the Banks Board of Directors may proceed to nominate such
nominee.
The Bank conducts elections for independent directorships in conjunction with elections for member
directorships. Independent directors are elected by a plurality of the Banks members at-large; in
other words, all eligible members in every state in the Banks district vote on the nominees for
independent directorships. If the Banks Board of Directors nominates only one individual for each
independent directorship, then, to be elected, each nominee must receive at least 20 percent of the
number of votes eligible to be cast in the election. If any independent directorship is not filled
through this initial election process, the Bank must conduct the election process again until a
nominee receives at least 20 percent of the votes eligible to be cast in the election. If,
however, the Banks Board of Directors nominates more persons for the type of independent
directorship to be filled (either a public interest directorship or other independent directorship)
than there are directorships of that type to be filled in the election, then the Bank will declare
elected the nominee receiving the highest number of votes, without regard to whether the nominee
received at least 20 percent of the number of votes eligible to be cast in the election. The same
determinations and limitations that apply to the number of votes that any member may cast for a
member directorship apply equally to the election of independent directors.
As with the election process for member directorships, no shareholder meetings are held for the
election of independent directors; the entire election process is conducted by mail. The Banks
Board of Directors does not solicit proxies, nor are member institutions permitted to solicit or
use proxies to cast their votes in an election. Except as set forth in the next sentence, no
director, officer, employee, attorney or agent of the Bank may (i) communicate in any manner that a
director, officer, employee, attorney or agent of the Bank, directly or indirectly, supports or
opposes the nomination or election of a particular individual for an independent directorship or
(ii) take any other action to influence the voting with respect to any particular individual. A
Bank director, officer, employee, attorney or agent and the Banks Board of Directors and
affordable housing Advisory Council (including members of the Advisory Council) may support the
candidacy of any individual nominated by the Board of Directors for election to an independent
directorship.
As determined by the Bank, at least two of the independent directors must be public interest
directors with more than four years experience representing consumer or community interests in
banking services, credit needs, housing, or consumer financial protections. The remainder of the
independent directors must have demonstrated knowledge of or experience in one or more of the
following areas: auditing and accounting; derivatives; financial management; organizational
management; project development; risk management practices; or the law. The independent directors
knowledge of or experience in the above areas should be commensurate with that needed to oversee a
financial institution with a size and complexity that is comparable to that of the Bank. For 2011,
the Banks Board of Directors has designated three of its independent directors, C. Kent Conine,
James W. Pate, II and Darryl D. Swinton, as public interest directors.
In the event of a vacancy in any independent directorship occurring other than by failure of a sole
nominee for an independent directorship to receive votes equal to at least 20 percent of all
eligible votes, such vacancy is to be filled by an affirmative vote of a majority of the Banks
remaining directors, regardless of whether such remaining directors constitute a quorum of the
Banks Board of Directors. An independent director so elected shall satisfy the requirements for
eligibility that were applicable to his or her predecessor and will fill the unexpired term of
office of the vacant directorship. If the Board of Directors of the Bank is electing an independent
director to fill the unexpired term of office of a vacant directorship, the Bank must deliver to
the Finance Agency for its review a copy of the independent director application form of each
individual being considered by the Banks Board of Directors.
To be eligible to serve as an independent director, a person must be: (1) a citizen of the United
States and (2) a resident in the Banks district. Additionally, an independent director is
prohibited from serving as an officer of any FHLBank or as an officer, employee or director of any
member of the Bank, or of any recipient of advances from the Bank, except that an independent
director may serve as an officer, employee or director of a holding company
112
that controls one or more members of, or recipients of advances from, the Bank if the assets of all
such members or recipients of advances constitute less than 35 percent of the assets of the holding
company, on a consolidated basis. For these purposes, any officer position, employee position or
directorship of the directors spouse is attributed to the director. An independent director must
disclose to the Bank all officer, employee or director positions described above that the director
or the directors spouse holds.
2011 Directors
The following table sets forth certain information regarding each of the Banks directors (ages are
as of March 25, 2011):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
Expiration of |
|
Board |
Name |
|
Age |
|
Since |
|
Term as Director |
|
Committees |
Lee R. Gibson, Chairman (Member)
|
|
|
54 |
|
|
|
2002 |
|
|
|
2012 |
|
|
(a)(b)(c)(d)(e)(f)(g) |
Mary E. Ceverha, Vice Chairman (Independent)
|
|
|
66 |
|
|
|
2004 |
|
|
|
2014 |
|
|
(a)(b)(c)(d)(e)(f)(g) |
Patricia P. Brister (Independent)
|
|
|
64 |
|
|
|
2008 |
|
|
|
2011 |
|
|
(c)(e)(g) |
James H. Clayton (Member)
|
|
|
59 |
|
|
|
2005 |
|
|
|
2014 |
|
|
(c)(f)(g) |
C. Kent Conine (Independent)
|
|
|
56 |
|
|
|
2007 |
|
|
|
2013 |
|
|
(e)(f) |
Julie A. Cripe (Member)
|
|
|
57 |
|
|
|
2010 |
|
|
|
2013 |
|
|
(a)(e) |
Howard R. Hackney (Member)
|
|
|
71 |
|
|
|
2003 |
|
|
|
2012 |
|
|
(b)(c)(g) |
Charles G. Morgan, Jr. (Member)
|
|
|
49 |
|
|
|
2004 |
|
|
|
2013 |
|
|
(b)(d)(g) |
James W. Pate, II (Independent)
|
|
|
61 |
|
|
|
2007 |
|
|
|
2013 |
|
|
(c)(f) |
Joseph F. Quinlan, Jr. (Member)
|
|
|
63 |
|
|
|
2008 |
|
|
|
2012 |
|
|
(a)(d)(g) |
Robert M. Rigby (Member)
|
|
|
64 |
|
|
|
2010 |
|
|
|
2011 |
|
|
(a)(d) |
John P. Salazar (Independent)
|
|
|
68 |
|
|
|
2010 |
|
|
|
2011 |
|
|
(e)(f) |
Margo S. Scholin (Independent)
|
|
|
60 |
|
|
|
2007 |
|
|
|
2012 |
|
|
(b)(d) |
Anthony S. Sciortino (Member)
|
|
|
63 |
|
|
|
2003 |
|
|
|
2013 |
|
|
(c)(e)(g) |
Darryl D. Swinton (Independent)
|
|
|
43 |
|
|
|
2011 |
|
|
|
2014 |
|
|
(b)(f) |
Ron G. Wiser (Member)
|
|
|
54 |
|
|
|
2010 |
|
|
|
2014 |
|
|
(a)(b) |
|
|
|
(a) |
|
Member of Risk Management Committee |
|
(b) |
|
Member of Audit Committee |
|
(c) |
|
Member of Compensation and Human Resources Committee |
|
(d) |
|
Member of Strategic Planning Committee |
|
(e) |
|
Member of Government Relations Committee |
|
(f) |
|
Member of Affordable Housing and Economic Development Committee |
|
(g) |
|
Member of Executive Committee |
Lee R. Gibson is Chairman of the Board of Directors of the Bank and has served in that
capacity since January 1, 2007. Mr. Gibson serves as Senior Executive Vice President and Chief
Financial Officer of Southside Bank (a member of the Bank) and its publicly traded holding company,
Southside Bancshares, Inc. (Tyler, Texas). He has served as Senior Executive Vice President of
Southside Bank since February 2009. From 1990 to February 2009, he served as Executive Vice
President of Southside Bank. Mr. Gibson has served as Senior Executive Vice President of Southside
Bancshares, Inc. since February 2010. From 1990 to February 2010, he served as Executive Vice
President of Southside Bancshares, Inc. Mr. Gibson has served as Chief Financial Officer of both
Southside Bank and Southside Bancshares, Inc. since 2000. He also serves as a director of
Southside Bank. Before joining Southside Bank in 1984, Mr. Gibson served as an auditor for Ernst &
Young. He currently serves as chairman of the Council of Federal Home Loan Banks and as president
of the Executive Board of the East Texas Area Council of Boy Scouts. He also serves on the boards
of directors of the TJC Foundation and the Foundation of the East Texas Boy Scouts. Mr. Gibson is
Chairman of the Executive Committee of the Banks Board of Directors. He is a Certified Public
Accountant.
Mary E. Ceverha is Vice Chairman of the Board of Directors of the Bank and has served in that
capacity since December 2005. From January 2005 to December 2005, she served as Acting Vice
Chairman of the Board of Directors of the Bank. A civic volunteer who resides in Dallas, Texas,
she has served as a director of the Bank since 2004. Ms. Ceverha is also a current director and
past president of Trinity Commons Foundation, Inc. Founded by Ms. Ceverha in 2001, this
not-for-profit organization coordinates fundraising and other activities relating to the
construction of the Trinity River Project in Dallas, Texas. Previously, she served on the steering
committee of the
113
Presidents Research Council for the University of Texas Southwestern Medical Center, which raises
funds for medical research, and as a member of the Greater Dallas Planning Council. Ms. Ceverha is
also a former board member and president of Friends of Fair Park, a non-profit citizens group
dedicated to the preservation of Fair Park, a national historic landmark in Dallas, Texas, and she
is a former Commissioner of the Dallas Housing Authority. From 1995 to 2004, she served on the
Texas State Board of Health. Ms. Ceverha currently serves on the Council of Federal Home Loan
Banks. She also serves as Vice Chairman of the Executive Committee of the Banks Board of
Directors.
Patricia P. Brister is a current board member and past chairman of the Habitat for Humanity St.
Tammany West in Mandeville, Louisiana. Until recently, Ms. Brister also served as a director of
Volunteers of America Greater New Orleans. From June 2006 to January 2009, she served as a
United States Ambassador to the United Nations Commission on the Status of Women. From 1975 to
2000, Ms. Brister served as Secretary/Treasurer of Brister-Stephens, Inc., a privately owned
mechanical contracting company in Covington, Louisiana. She previously served as a Councilwoman
for St. Tammany Parish from 2000 to 2007 and is a past chairman of the Womens Build Habitat for
Humanity. Ms. Brister currently serves as Chairman of the Compensation and Human Resources
Committee of the Banks Board of Directors. She previously served as a director of the Bank from
2002 to 2004 and was Vice Chairman of the Banks Board of Directors in 2004.
James H. Clayton serves as Chairman and Chief Executive Officer of Planters Bank and Trust Company
in Indianola, Mississippi. Mr. Clayton joined Planters Bank and Trust Company, a member of the
Bank, in 1976 and has served as Chairman and Chief Executive Officer since 2003. From 1984 to
2003, he served as a board member, President and Chief Executive Officer. Since 1984, Mr. Clayton
has also served as a director of Planters Holding Company, a privately held enterprise. Mr.
Clayton is a past president of the Indianola Chamber of Commerce and past chairman of the
Mississippi Bankers Association. He previously served on the Government Relations Council of the
American Bankers Association (ABA) and was a member of its BankPac Committee. Mr. Clayton
currently serves as Chairman of the Affordable Housing and Economic Development Committee of the
Banks Board of Directors.
C. Kent Conine serves as President of Conine Residential Group, Inc. and has served in that
capacity since 1995. Based in Dallas, Texas, Conine Residential Group, Inc. is a privately held
company that specializes in single-family home building and subdivision development and the
construction, management and development of multifamily apartment communities. Mr. Conine
currently serves as the Chairman of the Texas Department of Housing & Community Affairs and is a
past president of the National Association of Home Builders. From July 2004 to February 2008, he
served on the board of directors of NGP Capital Resources Company (NGP), a publicly traded
financial services company that invests primarily in small and mid-size private energy companies.
NGP is a registered investment company under the Investment Company Act of 1940, as amended. Mr.
Conine currently serves as the Vice Chairman of the Affordable Housing and Economic Development
Committee of the Banks Board of Directors.
Julie A. Cripe serves as a board member, President and Chief Executive Officer of OMNIBANK, N.A. in
Houston, Texas. Ms. Cripe has served as President since 1999 and as Chief Executive Officer since
May 2007. She has served as a director of OMNIBANK, N.A, a member of the Bank, since 1992. From
1999 to May 2007, she also served as Chief Operating Officer of OMNIBANK, N.A. Since August 2007,
Ms. Cripe has also served as a Vice President of Bancshares, Inc., OMNIBANK, N.A.s privately held
holding company. Ms. Cripe currently serves as a board member of The Chaplaincy Fund, a support
organization for chaplaincy programs at MD Anderson Hospital in Houston, Texas, and is the chairman
of the American Festival for the Arts. She is a past chairman of the Education Foundation Board of
the ABA.
Howard R. Hackney is a director of Texas Bank and Trust Company in Longview, Texas (a member of the
Bank). From 1995 until his retirement in May 2004, Mr. Hackney served as President of Texas Bank
and Trust Company. Since May 2004, he has provided consulting services to Texas Bank and Trust
Company. Since May 2005, Mr. Hackney has served on the board of directors of Martin Midstream GP
LLC, the general partner of Martin Midstream Partners L.P., a publicly traded master limited
partnership. Until recently, he also served as an adjunct faculty member at LeTourneau University
Business School. Mr. Hackney previously served on the boards of
114
directors of the Good Shepherd Medical Center and the Sabine Valley MHMR Foundation. He currently
serves as Chairman of the Banks Audit Committee.
Charles G. Morgan, Jr. serves as a board member, President and Chief Executive Officer of Pine
Bluff National Bank in Pine Bluff, Arkansas. Mr. Morgan joined Pine Bluff National Bank, a member
of the Bank, in 1987 and has served as President and Chief Executive Officer since February 2006
and as a director since February 2005. From February 2005 to February 2006, he served as President
and Chief Operating Officer and from 1997 to February 2005 he served as Executive Vice President.
Since February 2006, Mr. Morgan has also served as President and Chief Operating Officer of
Jefferson Bancshares, Inc., Pine Bluff National Banks privately held holding company. He is a
current board member and past vice chairman of both the Jefferson Hospital Association and the
Jefferson Regional Medical Center. Mr. Morgan is also a board member and past chairman of the
Economic Development Alliance of Jefferson County and he currently serves as a director of the
Arkansas Bankers Association. Further, Mr. Morgan serves on the boards of directors of Hot Springs
Bank & Trust, a member of the Bank, and Central Maloney, Inc., a privately owned manufacturing
company. He previously served on the board of directors of the United Way of Southeast Arkansas and
is a past chairman of the Greater Pine Bluff Chamber of Commerce. Mr. Morgan currently serves as
Chairman of the Strategic Planning Committee of the Banks Board of Directors.
James W. Pate, II serves as Executive Director of the New Orleans Area Habitat for Humanity and has
served in that capacity since 2000. He has worked with affiliates of Habitat for Humanity for over
19 years. Mr. Pate currently serves as Vice Chairman of the Compensation and Human Resources
Committee of the Banks Board of Directors.
Joseph F. Quinlan, Jr. serves as Chairman of First National Bankers Bank (a member of the Bank) and
as Chairman, President and Chief Executive Officer of its privately held holding company, First
National Bankers Bankshares, Inc. (Baton Rouge, Louisiana) and has served in such capacities since
1984. Since 2000, Mr. Quinlan has also served as Chairman of the Mississippi National Bankers
Bank, a member of the Bank. Additionally, he has served as Chairman of the First National Bankers
Bank, Alabama and as Chairman of FNBB Capital Markets, LLC since 2003. Further, Mr. Quinlan has
served as a director of the Arkansas Bankers Bank, a member of the Bank, since December 2008 and as
its Chairman since February 2009. He currently serves as Chairman of the Risk Management Committee
of the Banks Board of Directors.
Robert M. Rigby serves as Market President of Liberty Bank in North Richland Hills, Texas (a member
of the Bank) and has served in that capacity since August 2008. From 1998 to August 2008, he
served as a director, President and Chief Executive Officer of Liberty Bank. Since August 2008, he
has served as an advisory director for Liberty Bank. Prior to joining Liberty Bank, Mr. Rigby
served as a director and Executive Vice President of First National Bank of Weatherford from 1980
to 1998. He currently serves on the board of directors of the Birdville ISD Education Foundation
and is an advisory director for the North Texas Special Needs Assistance Partners. In addition, Mr.
Rigby serves as vice chairman of the North Richland Hills Economic Development Advisory Committee.
He previously served on the ABAs BankPac Committee and he is a past chairman of the Texas Bankers
Association. Further, Mr. Rigby previously served on the Weatherford College Board of Trustees and
he is a past chairman of the Northeast Tarrant Chamber of Commerce. He currently serves as Vice
Chairman of the Risk Management Committee of the Banks Board of Directors.
John P. Salazar is an attorney and director with the law firm of Rodey, Dickason, Sloan, Akin &
Robb, P.A. in Albuquerque, New Mexico, where he specializes in real estate-related matters,
including land use and development law. He has been with Rodey, Dickason, Sloan, Akin & Robb, P.A.
since 1968 and has represented single-family residential and multifamily housing developers and
builders. Mr. Salazar currently serves as chairman of the board of directors of the Inter-American
Foundation. He also serves on the board of directors of the Greater Belen Economic Development
Corporation and is a member of the Albuquerque Economic Forum. Mr. Salazar previously served on
the board of trustees of the Albuquerque Community Foundation and he is a past board chairman of
the Albuquerque Hispano Chamber of Commerce and the Greater Albuquerque Chamber of Commerce. He
currently serves as Vice Chairman of the Government Relations Committee of the Banks Board of
Directors.
Margo S. Scholin is a retired partner of the law firm of Baker Botts L.L.P. in Houston, Texas. As
a member of the law firms Corporate Section, she specialized in corporate and securities law,
including securities law reporting, corporate transactions and governance, corporate finance and
the issuance of debt and equity securities. Ms. Scholin
115
joined Baker Botts L.L.P. in 1983 and was a partner from 1991 until her retirement in December
2010. She is a current board member and past chairman of the board of the Houston Area Womens
Center, a non-profit agency serving victims of domestic violence and sexual abuse. Ms. Scholin
also serves on the board of directors of the Susan G. Komen Foundation Houston Affiliate. She
currently serves as Vice Chairman of the Strategic Planning Committee of the Banks Board of
Directors.
Anthony S. Sciortino serves as Chairman, President and Chief Executive Officer of State-Investors
Bank in Metairie, Louisiana. Mr. Sciortino joined State-Investors Bank, a member of the Bank, in
1975 and has served as Chairman since October 2008 and as a board member, President and Chief
Executive Officer since 1985. He currently serves on the board of directors of the Better Business
Bureau of Greater New Orleans. Mr. Sciortino previously served as a board member and treasurer of
the New Orleans Area Habitat for Humanity and he is a past chairman of the Community Bankers of
Louisiana. He currently serves as Chairman of the Government Relations Committee of the Banks
Board of Directors. Mr. Sciortino previously served as a director of the Bank from 1990 to 1996.
Darryl D. Swinton has served as the financial manager and business administrator for Better
Community Development, Inc. in Little Rock, Arkansas since 1992. Since 1999, he has also served as
that organizations Director of Housing and Economic Development. Mr. Swinton served as a member
of the Banks affordable housing Advisory Council from January 2005 through December 2010 and as
the Advisory Councils chairman from February 2009 through December 2010. In addition, he serves
on the Executive Committee and as vice-chair of Housing Arkansas, on the Executive Committee and as
public policy chair of the Arkansas Coalition of Housing and Neighborhood Growth for Empowerment
and as chairman of the Community Housing Advisory Board for the City of Little Rock.
Ron G. Wiser serves as a director, President and Chief Executive Officer of Bank of the Southwest
(a member of the Bank) and as a director and Secretary/Treasurer of its privately held holding
company, New Mexico National Financial, Inc. (Roswell, New Mexico). He has served as President of
Bank of the Southwest since 1996 and as its Chief Executive Officer since December 2003. Mr. Wiser
also served as Chief Executive Officer of Bank of the Southwest from 1996 to November 2000. He has
served as Secretary/Treasurer of New Mexico National Financial, Inc. and as a director of both
companies since 1996. Mr. Wiser is a current board member and past president of the New Mexico
Bankers Association and he currently serves on the Community Bankers Council of the ABA. Mr. Wiser
is a Certified Public Accountant and he currently serves as Vice Chairman of the Banks Audit
Committee.
Audit Committee Financial Expert
The Banks Board of Directors has determined that Mr. Gibson qualifies as an audit committee
financial expert as defined by SEC rules. The Bank is required by SEC rules to disclose whether
Mr. Gibson is independent and, in making that determination, is required to apply the
independence standards of a national securities exchange or an inter-dealer quotation system. For
this purpose, the Bank has elected to use the independence standards of the New York Stock
Exchange. Under those standards, the Banks Board of Directors has determined that presumptively
its member directors, including Mr. Gibson, are not independent. However, Mr. Gibson is
independent under applicable Finance Agency regulations and under Rule 10A-3 of the Exchange Act
related to the independence of audit committee members. For more information regarding director
independence, see Item 13 Certain Relationships and Related Transactions, and Director
Independence.
Director Qualifications and Attributes
As more fully described above, the size of the Banks Board of Directors, including the number of
member directors and independent directors, is determined by the Finance Agency, subject to a
minimum number of directors established by statute. Candidates for member directorships are
nominated and elected by members located in the state to be represented by that particular
directorship. The Banks Board of Directors does not nominate member directors nor can it support
or oppose the nomination or election of a particular individual for a member directorship. In the
event of a vacancy in any member directorship, such vacancy is to be filled by an affirmative vote
of a majority of the Banks remaining directors, regardless of whether such remaining directors
constitute a quorum of the Banks Board of Directors.
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Independent directors, on the other hand, are nominated by the Banks Board of Directors
(after consultation with its affordable housing Advisory Council) and are elected by a plurality of
the Banks members at-large. A vacancy in any independent directorship is similarly filled by an
affirmative vote of a majority of the Banks remaining directors, regardless of whether such
remaining directors constitute a quorum of the Banks Board of Directors.
In evaluating an independent director candidate (or a candidate to fill a vacancy in any member
directorship), the Board of Directors considers factors that are in the best interests of the Bank
and its shareholders and which go beyond the statutory eligibility requirements, including the
knowledge, experience, integrity and judgment of each candidate; the experience and competencies
that the Board desires to have represented; each candidates ability to devote sufficient time and
effort to his or her duties as a director; geographic representation in the Banks five-state
district; prior tenure on the Board; the need to have at least two public interest directors from
among the Banks independent directors; and any core competencies or technical expertise necessary
to staff committees of the Board of Directors. In addition, the Board of Directors assesses
whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise
that are likely to enhance the Boards ability to manage and direct the affairs and business of the
Bank including, when applicable, to enhance the ability of committees of the Board to fulfill their
duties.
Each of the Banks member and independent directors brings a unique background and strong set of
skills to the Board, giving the Board as a whole competence and experience in a wide variety of
areas, including corporate governance and board service, executive management, finance, accounting,
human resources, legal, risk management, affordable housing, economic development and government
relations. Set forth below are the attributes of each of the Banks independent directors that the
Board of Directors considered important to his or her inclusion on the Board. The Board of
Directors does not make any judgments with regard to its member directors who have been elected by
the Banks members, although the skills and experience of those directors may bear on the Board of
Directors decisions with regard to the competencies it seeks when nominating candidates for
independent directorships or when filling a vacancy in either a member or independent directorship.
Ms. Ceverha was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2011. She has served on the Banks Board of Directors since January 1, 2004. Ms.
Ceverha brings to the Board extensive experience in housing, government relations, corporate
governance and policy-making. She has held leadership roles in numerous local government agencies
and not-for-profits, including serving as vice chairman of the Texas State Board of Health, as a
commissioner of the Dallas Housing Authority, and as the founder and past president of an
organization that was established for the purpose of coordinating fundraising and other activities
relating to the construction of the Trinity River Project in Dallas, Texas. She also provides
extensive knowledge of the Texas legislative process to the Board.
Ms. Brister was elected by the Banks members at-large to serve a one-year term that commenced on
January 1, 2011. She previously served a three-year term on the Banks Board of Directors from
January 2002 through December 2004 and was Vice Chairman of the Banks Board of Directors in 2004.
More recently, she has served on the Banks Board of Directors since January 1, 2008. Ms. Brister
has extensive experience in the areas of affordable housing, economic development, small business,
government relations and policy-making. She is a current board member and past chairman of the
Habitat for Humanity St. Tammany West and is a past chairman of the Womens Build Habitat for
Humanity. Previously, she served as a Councilwoman for St. Tammany Parish. She also co-owned and
managed a small mechanical contracting company for 25 years.
Mr. Conine was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2010. He has served on the Banks Board of Directors since April 10, 2007. He brings
to the
Board extensive knowledge of affordable housing, homebuilding, mortgage finance and government
relations. Mr. Conine heads a company that specializes in the development of single-family and
multifamily housing. In addition, he currently serves as the Chairman of the Texas Department of
Housing and Community Affairs and is a past president of the National Association of Home Builders.
Mr. Conine has testified before the U.S. Congress on proposed legislation regarding GSEs and he
also served on the board of directors of another registered company from July 2004 to February
2008.
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Mr. Pate was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2010. He has served on the Banks Board of Directors since April 10, 2007. Mr. Pate
brings a combination of affordable housing/economic development expertise and legal training to the
Board. He serves as Executive Director of the New Orleans Area Habitat for Humanity, the largest
developer of low-income housing in New Orleans, and has worked with affiliates of Habitat for
Humanity for over 19 years. As a former practicing attorney, Mr. Pate developed expertise in
matters involving human resources and compensation.
Mr. Salazar was elected by the Banks members at-large to serve a two-year term that commenced on
January 1, 2010. As an attorney with Rodey, Dickason, Sloan, Akin and Robb, P.A. for over 40
years, he brings extensive legal experience to the Board. Mr. Salazar specializes in real estate
related matters, including land use and development law, and has represented single-family
residential and multifamily housing developers and builders. Currently, he serves as chairman of
the board of directors of the Inter-American Foundation and he has previously served on the boards
of several other non-profit organizations that promote economic development, housing availability
and/or housing finance.
Ms. Scholin was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2009. She has served on the Banks Board of Directors since April 10, 2007. As a
partner with Baker Botts L.L.P. for 20 years, she brings a wealth of legal experience to the Board.
Prior to her retirement in December 2010, Ms. Scholin specialized in corporate and securities law
(including securities law reporting) and she has extensive knowledge of regulatory issues. Through
her service on other boards and experience representing clients, she has also developed expertise
in corporate governance and compliance matters.
Mr. Swinton was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2011. Mr. Swinton brings to the Board extensive experience in the areas of affordable
housing, community development, small business and finance. He serves as the financial manager,
business administrator and Director of Housing and Economic Development for Better Community
Development, Inc. For the past six years, Mr. Swinton served as a member of the Banks affordable
housing Advisory Council, which advises the Banks Board of Directors regarding opportunities for
community revitalization through specialized community investment and affordable housing programs.
From February 2009 through December 2010, he served as the Advisory Councils chairman. Mr.
Swinton currently serves on the boards of several non-profit organizations that promote housing and
economic development.
Executive Officers
Set forth below is certain information regarding the Banks executive officers (ages are as of
March 25, 2011). The executive officers serve at the discretion of, and are elected annually by,
the Banks Board of Directors.
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Officer |
Name |
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Age |
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Position Held |
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Since |
Terry Smith
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54 |
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President and Chief Executive Officer
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1986 |
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Michael Sims
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45 |
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Chief Operating Officer, Executive Vice President Finance and
Chief Financial Officer
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1998 |
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Nancy Parker
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58 |
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Chief Operating Officer and Executive Vice President Operations
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1994 |
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Paul Joiner
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58 |
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Senior Vice President and Chief Strategy Officer
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1986 |
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Tom Lewis
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48 |
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Senior Vice President and Chief Accounting Officer
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2003 |
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Terry Smith serves as President and Chief Executive Officer of the Bank and has served in such
capacity since August 2000. Prior to that, he served as Executive Vice President and Chief
Operating Officer of the Bank, responsible for the financial and risk management, credit and
collateral, financial services, accounting, and information systems functions. Mr. Smith joined
the Bank in January 1986 to coordinate the hedging and asset/liability management functions, and
was promoted to Chief Financial Officer in
1988. He served in that capacity until his appointment as Chief Operating Officer in 1991. Mr.
Smith currently serves as Vice Chairman of the Board of Directors of the FHLBanks Office of
Finance and is the Chairman of that boards Risk Committee. He also serves on the Council of
Federal Home Loan Banks, the Board of Directors of the Pentegra Defined Benefit Plan for Financial
Institutions and the Investment Committee for the Pentegra Defined Benefit Plan for Financial
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Institutions. Mr. Smith is a past member and former chairman of the Audit Committee of the
FHLBanks Office of Finance.
Michael Sims serves as Chief Operating Officer, Executive Vice President Finance and Chief
Financial Officer of the Bank. Mr. Sims has served as Chief Operating Officer since January 2010,
as Executive Vice President Finance since April 2009 and as Chief Financial Officer since
February 2005. Prior to his appointment as Chief Financial Officer in February 2005, Mr. Sims
served as Treasurer of the Bank. From February 2005 to February 2006, he served as both Chief
Financial Officer and Treasurer of the Bank. Mr. Sims joined the Bank in 1989 and has served in
various financial and asset/liability management positions during his tenure with the institution.
Since November 1998, he has had overall responsibility for the Banks treasury operations. In
February 2005 and August 2008, Mr. Sims responsibilities were expanded to include member sales and
community investment, respectively. In April 2009, Mr. Sims responsibilities were further
expanded to include accounting. Mr. Sims served as a Vice President of the Bank from 1998 to 2001
and as a Senior Vice President from 2001 to April 2009.
Nancy Parker serves as Chief Operating Officer and Executive Vice President Operations. Ms.
Parker has served as Chief Operating Officer since January 2010 and as Executive Vice President -
Operations since April 2009. From January 1999 to April 2009, she served as Chief Information
Officer. Ms. Parker oversees information technology, banking operations, human resources, risk
management, production support services, security, and property and facilities management. She
joined the Bank in February 1987 as a Senior Systems Analyst, and was promoted to Financial Systems
Manager in 1991, to Information Technology Director in 1993 and to Chief Information Officer in
1999. Ms. Parker served as a Vice President of the Bank from 1994 to 1996. She was promoted to
Senior Vice President in 1996. In February 2005 and August 2008, Ms. Parkers responsibilities
were expanded to include banking operations and human resources, respectively. In April 2009, Ms.
Parkers responsibilities were further expanded to include risk management.
Paul Joiner serves as Senior Vice President and Chief Strategy Officer of the Bank and has served
in this capacity since June 2007. Mr. Joiner also served in this role from February 2005 to June
2006. As Chief Strategy Officer, Mr. Joiner has responsibility for corporate planning, financial
forecasting and research, including market research and analysis. From June 2006 to June 2007, he
served as Chief Risk Officer of the Bank. In this role, Mr. Joiner had responsibility for the
Banks risk management functions and income forecasting. He joined the Bank in August 1983 and
served in various marketing, planning and financial positions prior to his appointment as Director
of Research and Planning in September 1999, a position he held until his appointment as Chief
Strategy Officer in February 2005. Mr. Joiner served as a Vice President of the Bank from 1986
until 1993, when he was promoted to Senior Vice President.
Tom Lewis serves as Senior Vice President and Chief Accounting Officer of the Bank. He joined the
Bank in January 2003 as Vice President and Controller and was promoted to Senior Vice President in
April 2004 and to Chief Accounting Officer in February 2005. From May 2002 through December 2002,
Mr. Lewis served as Senior Vice President and Chief Financial Officer for Trademark Property
Company (Trademark), a privately held commercial real estate developer. Prior to joining
Trademark, Mr. Lewis served as Senior Vice President, Chief Financial Officer and Controller for
AMRESCO Capital Trust (AMCT), a publicly traded real estate investment trust, from February 2000
to May 2002. From the companys inception in 1998 until February 2000, he served as Vice President
and Controller of AMCT. Mr. Lewis is a Certified Public Accountant.
Relationships
There are no family relationships among any of the Banks directors or executive officers. Except
as described above, none of the Banks directors holds directorships in any company with a class of
securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of
Section 15(d) of
such Act or any company registered as an investment company under the Investment Company Act of
1940. There are no arrangements or understandings between any director or executive officer and
any other person pursuant to which that director or executive officer was selected.
119
Code of Ethics
The Board of Directors has adopted a code of ethics that applies to the Banks Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer (collectively, the Banks Senior
Financial Officers). Annually, the Banks Senior Financial Officers are required to certify that
they have read and complied with the Code of Ethics for Senior Financial Officers. A copy of the
Code of Ethics for Senior Financial Officers is filed as an exhibit to this report and is also
available on the Banks website at www.fhlb.com by clicking on About FHLB Dallas, then
Governance and then Code of Ethics for Senior Financial Officers.
The Board of Directors has also adopted a Code of Conduct and Ethics for Employees that applies to
all employees of the Bank, including the Senior Financial Officers, and a Code of Conduct and
Ethics and Conflict of Interest Policy for Directors that applies to all directors of the Bank
(each individually a Code of Conduct and Ethics and together the Codes of Conduct and Ethics).
The Codes of Conduct and Ethics embody the Banks commitment to the highest standards of ethical
and professional conduct. The Codes of Conduct and Ethics set forth policies on standards for
conduct of the Banks business, the protection of the rights of the Bank and others, and compliance
with laws and regulations applicable to the Bank and its employees and directors. All employees
and directors are required to annually certify that they have read and complied with the applicable
Code of Conduct and Ethics. A copy of the Code of Conduct and Ethics for Employees is available on
the Banks website at www.fhlb.com by clicking on About FHLB Dallas, then Governance and then
Code of Conduct and Ethics for Employees. A copy of the Code of Conduct and Ethics and Conflict
of Interest Policy for Directors is available on the Banks website by clicking on About FHLB
Dallas, then Governance and then Code of Conduct and Ethics and Conflict of Interest Policy for
Directors.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Human Resources Committee of the Board of Directors (the Committee) has
responsibility for, among other things, establishing, reviewing and monitoring compliance with the
Banks compensation philosophy. In support of that philosophy, the Committee is responsible for
making recommendations regarding and monitoring implementation of compensation and benefit programs
that are consistent with our short- and long-term business strategies and objectives. The
Committees recommendations regarding our compensation philosophy and benefit programs are subject
to the approval of our Board of Directors.
Compensation Philosophy and Objectives
The goal of our compensation program is to attract, retain, and motivate employees and executives
with the requisite skills and experience to enable the Bank to achieve its short- and long-term
strategic business objectives. Historically, we have attempted to accomplish this goal through a
mix of base salary, short-term incentive awards and other benefit programs. While we believe that
we offer a work environment in which employees can find attractive career challenges and
opportunities, we also recognize that those employees have a choice regarding where they pursue
their careers and that the compensation we offer may play a significant role in their decision to
join or remain with us. As a result, we seek to deliver fair and competitive compensation for our
employees, including the named executive officers identified in the Summary Compensation Table on
page 134. For 2010, our named executive officers were: Terry Smith, President and Chief Executive
Officer; Michael Sims, Chief Operating Officer, Executive Vice President Finance and Chief
Financial Officer; Nancy Parker, Chief Operating Officer and Executive Vice President Operations;
Paul Joiner, Senior Vice President and Chief Strategy Officer; and Tom Lewis, Senior Vice President
and Chief Accounting Officer.
For our executive officers, we attempt to align and weight total direct and indirect compensation
with the prevailing competitive market and provide total compensation that is consistent with the
executives responsibilities and individual performance and our overall business results. The
Committee and Board of
Directors have defined the competitive market for our executives (other than Mr. Smith) as the
other 11 Federal Home Loan Banks (each individually a FHLBank and collectively with us, the
FHLBanks and, together with the Office of Finance, a joint office of the FHLBanks, the FHLBank
System) and non-depository financial services institutions with approximately $20 billion in
assets. Aside from the other FHLBanks, we believe that non-depository financial
120
services
institutions with approximately $20 billion in assets present a breadth and level of complexity of
operations that are generally comparable to our own. While total direct compensation for some of
these institutions includes equity-based and/or long-term incentive compensation, we purposely
limited our 2010 comparative analysis for total direct compensation to base salary and short-term
incentive pay as we cannot offer equity-based incentives and, prior to May 28, 2010, we did not
offer long-term incentive compensation.
The Committee and Board of Directors believe that the most relevant competitive market for our
President and Chief Executive Officer is the other 11 FHLBanks. As a result, only market data for
the other FHLBanks is used in the competitive pay analysis for Mr. Smith. The Committee and Board
of Directors believe that the other 11 FHLBanks represent the most relevant competitive market for
Mr. Smith based on the unique nature of our business operations and our desire to retain Mr.
Smiths services given his tenure with us and his extensive knowledge of the FHLBank System.
Generally, it has been our overall intent to provide total compensation, including targeted
incentive opportunities, for Mr. Smith at or above the median compensation for the FHLBank
Presidents taking into consideration base salary and short-term incentive compensation. However, as
our recently adopted long-term incentive plan (discussed below in the section entitled Elements of
Executive Compensation) becomes fully integrated into our total compensation strategy in 2012 and
later years, total compensation for Mr. Smith is expected to more closely approximate the market
median for the FHLBank Presidents. For our other executive officers, it has historically been our
overall intent to provide total compensation, including targeted annual incentive opportunities, at
or near the competitive market median for comparable positions, exclusive of equity-based and
long-term incentive compensation. As our long-term incentive plan becomes fully integrated into our
overall compensation strategy, we expect our other executive officers to remain at or near the
competitive market median for total compensation.
With the exception of our tax-qualified defined benefit pension plan, we generally apply this
philosophy to each of the direct and indirect components of our compensation program. Because our
tax-qualified pension plan has greater value to our longest-tenured employees (including most of
our executive officers), we have elected to provide a benefit under this plan that is at or near
the market median for Mr. Smith and above the market median for our other executive officers. This
element of our compensation program is one of several that constitute an integral part of our
retention strategy, which is to reward tenure by linking it to compensation. It also represents an
effort on our part to partially offset our inability to provide equity-based compensation to our
employees and executives by enhancing what is generally considered by most employees to be a very
valuable benefit. Further, to make up for a portion of the lost pension benefit under the
tax-qualified plan (due to limitations imposed by the Internal Revenue Code), we have established a
supplemental executive retirement plan for our executive officers. The supplemental plan is a
defined contribution plan that we believe (when coupled with our tax-qualified plan) helps us
retain our executive officers.
Responsibility for Compensation Decisions
The Board of Directors makes all decisions regarding the compensation of Mr. Smith, our President
and Chief Executive Officer. His performance is reviewed annually by the Chairman and Vice
Chairman of the Board and the Chairman and Vice Chairman of the Committee. Their assessment of Mr.
Smiths performance and recommendations regarding his compensation are then shared with the
Committee and the full Board. The Board of Directors is responsible for reviewing and approving and
has discretion to modify any of the recommendations regarding Mr. Smiths compensation that are
made jointly by the Chairman and Vice Chairman of the Board and the Chairman and Vice Chairman of
the Committee.
Mr. Smith annually reviews the performance and has responsibility and authority for setting the
base salaries of our other executive officers, all of whom are named executive officers. The
performance reviews for all of our executive officers are generally conducted in December of each
year and salary
adjustments, if any, are typically made on January 1 of the following year. While Mr. Smith shares
his base salary recommendations (including supporting competitive market pay data and his
assessments of each executives individual performance) with the Committee and the full Board,
approval by the Committee or Board of Directors is not required.
Mr. Smith can make additional base salary adjustments at any time during the year if warranted
based on compelling market data, job performance and/or other internal factors, such as a change in
job responsibilities. In the absence of
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a promotion or a change in an officers job
responsibilities, base salary adjustments on any date other than January 1 are rare.
The Board of Directors is responsible for approving our short-term incentive compensation plan
known as the Variable Pay Program or VPP. This plan provides all regular, full-time employees,
including our executive officers, with the opportunity to earn an annual incentive award. The
Committee is responsible for recommending annually to the Board of Directors the approval of the
VPP for the next year as it relates to our executive officers and the annual profitability and
corporate operating goals that will be applicable under such plan for that year.
The Board of Directors is also responsible for approving our long-term incentive compensation plan,
which we refer to as our LTIP. The LTIP provides a designated group of officers, including our
executive officers, with the opportunity to earn long-term incentive awards over successive
three-year performance periods that commence annually. The Committee is responsible for
recommending annually to the Board of Directors the approval of the LTIP for the next three-year
plan cycle as it relates to our executive officers and the performance goals applicable to that
plans three-year performance period.
Acting upon recommendations from the Committee, the Board of Directors is also responsible for
approving any proposed revisions to our defined benefit and defined contribution plans, our
deferred compensation plans, our Reduction in Workforce Policy and any other benefit plan as the
Committee or Board of Directors deems appropriate. Further, the Board of Directors approves all
contributions to our supplemental executive retirement plan.
Since October 2008, the Finance Agency has required us to provide a minimum of four weeks advance
notice of pending actions to be taken by our Board of Directors or President and Chief Executive
Officer with respect to any aspect of the compensation of one or more of our named executive
officers. As part of the notification process, we are required to provide the proposed
compensation actions and any supporting materials, including studies of comparable compensation.
We have fully complied with this notification requirement since it was instituted.
Use of Compensation Consultants and Surveys
Periodically, we will engage one or more independent compensation consultants to help ensure that
the elements of our executive compensation program are both competitive and targeted at or near
market-median compensation levels. In August 2009, we engaged Lawrence Associates to conduct a
competitive market pay study for our executive officers (other than Mr. Smith) in connection with
the determination of their compensation for 2010.
Lawrence Associates utilizes compensation and specific salary survey data provided by the Economic
Research Institute (ERI), a recognized leader in survey analyses and web-based collection of
compensation survey data. The ERI database consists of both proxy statement information and a
compilation of compensation data obtained from numerous sources, including subscriber-provided data
and purchased surveys. While the information gathered from proxy statements can be attributed to
specific companies, individual organizations that otherwise participate in the database compilation
cannot be specifically identified. Lawrence Associates uses ERI data for organizations with an SIC
code of 6100 (Finance, Insurance, and Real Estate Non-depository Credit Institutions). This
SIC code is comprised of the following primary sub-categories: 611 Federal and
Federally-sponsored Credit Agencies; 614 Personal Credit Institutions; 615 Business Credit
Institutions; and 616 Mortgage Bankers and Brokers. There were in excess of 200 institutions in
the database for non-depository credit institutions (SIC code
6100) at the time the analysis was conducted. Using regression analysis, the ERI software database
enables Lawrence Associates to statistically approximate the competitive market survey data for the
requested executive positions at non-depository financial services institutions with approximately
$20 billion in assets.
For 2010, we also utilized the results of the 2009 FHLBank Key Position Compensation Survey. This
survey, conducted annually by Reimer Consulting, contains executive and non-executive compensation
information for various positions across the 12 FHLBanks.
The information obtained from these sources was considered by Mr. Smith when making his
compensation decisions for our executive officers. For those positions that do not allow for
precise comparisons, Mr. Smith made subjective adjustments based on his experience and general
knowledge of the competitive market. When making
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2010 compensation decisions for Mr. Smith, the
Committee and Board of Directors considered the information obtained from the 2009 FHLBank Key
Position Compensation Survey and an analysis of this data provided by McLagan Partners, an
affiliate of Aon Consulting.
Elements of Executive Compensation
We have historically relied upon a mix of base salary, short-term incentive compensation, benefits
and limited perquisites to attract, retain and motivate our executive officers. As a cooperative
whose stock can only be held by member institutions, we are precluded from offering equity-based
compensation to our employees, including our executive officers. Prior to 2010, we elected not to
provide any form of long-term incentive compensation to our executive officers.
In October 2009, the Finance Agency issued Advisory Bulletin 2009-AB-02, Principles for Executive
Compensation at the Federal Home Loan Banks and the Office of Finance (AB 2009-02). In AB
2009-02, the Finance Agency outlines several principles for sound incentive compensation practices
to which the FHLBanks should adhere in setting executive compensation policies and practices.
Those principles are (i) executive compensation must be reasonable and comparable to that offered
to executives in similar positions at other comparable financial institutions, (ii) executive
incentive compensation should be consistent with sound risk management and preservation of the par
value of a FHLBanks capital stock, (iii) a significant percentage of an executives
incentive-based compensation should be tied to longer-term performance and outcome-indicators, (iv)
a significant percentage of an executives incentive-based compensation should be deferred and made
contingent upon performance over several years and (v) the board of directors of each FHLBank
should promote accountability and transparency in the process of setting compensation.
In response to this guidance, the Committee engaged McLagan Partners to provide insight and
analysis as it considered the framework for a long-term incentive compensation plan for our
executive officers, among others. On April 25, 2010, the Board of Directors, acting upon a
recommendation from the Committee, approved our initial LTIP, subject to the Finance Agencys
review. The Finance Agencys review period expired on May 28, 2010 and we did not receive an
objection to the 2010 LTIP. The 2010 LTIP was retroactively effective as of January 1, 2010 and the
plan covers the three-year performance period that will end on December 31, 2012. In connection
with the adoption of the LTIP, the Board of Directors modified the formula that will be used to
compute awards under our VPP as it relates to our executive officers and the other designated LTIP
participants. When this modification becomes effective in 2012, it will reduce the amounts that can
be earned under our VPP such that the LTIP participants annual incentive opportunities (relating
to both short-term and long-term incentives) will remain substantially the same as they have been
historically under our VPP with certain exceptions. Among other things, the 2010 LTIP provides for
additional incentive payments equal to either 5 percent or 10 percent of a participants base
salary if certain achievement levels are met. The implementation of the LTIP did not affect the
operation of our VPP for 2010, nor will it affect the operation of our VPP for 2011. For details
regarding the operation of the 2010 LTIP, please refer to the section entitled Grants of
Plan-Based Awards beginning on page 135 of this report.
The Committee regularly considers the nature of our compensation program, including the various
compensation elements that should be part of our overall compensation program for executive
officers.
Base Salary
Base salary is the key component of our compensation program. We use the base salary element to
provide the foundation of a fair and competitive compensation opportunity for each of our executive
officers. Base salaries are reviewed annually in December for all of our executive officers. In
the case of Mr. Smith, we target his base salary within the top quartile of the base salaries paid
to the 12 FHLBank Presidents based upon his tenure in relation to the other Presidents and his
leadership roles within the FHLBank System. In the case of our other executive officers, we target
base salary compensation at or near the market median base salary practices of our defined
competitive market for those officers, although we maintain flexibility to deviate from
market-median practices for individual circumstances. In making base salary determinations, we also
consider factors such as time in the position, prior related work experience, individual job
performance, the positions scope of duties and responsibilities within our organizational
structure and hierarchy, and how these factors compare to other similar positions within the
FHLBank System. The determination of base salaries is generally independent of the decisions
regarding other
123
elements of compensation, but some other elements of compensation are dependent upon the
determination of base salary, to the extent they are expressed as percentages of base salary.
In establishing Mr. Smiths base salary for 2010, the Committee and Board of Directors took into
consideration his individual job performance, our overall corporate operating goal achievement in
2009, his contributions to the FHLBank System, the competitive market pay data obtained from the
2009 FHLBank Key Position Compensation Survey and an analysis of that data provided by McLagan
Partners, and guidance provided to the Committee and the Board of Directors by the Finance Agency.
The results of the competitive pay analysis showed that Mr. Smiths base salary remained within the
top quartile of the base salaries paid to the 12 FHLBank Presidents. Taking all of the factors
enumerated above into consideration, Mr. Smiths base salary was increased by 2.1 percent in May
2010, retroactive to January 1, 2010.
The executive officers other than Mr. Smith are each assigned a job grade level with a specific
salary range that reflects the internal and external pay levels deemed appropriate for each
position based on competitive market data, job duties and responsibilities, and our desire to
retain qualified individuals in these job positions. These salary ranges are adjusted annually to
reflect the cost of living impact on wage structures in our competitive market. In addition, the
assignment of an executive officer to a specific job grade level is reviewed periodically and is
subject to change as the relative worth of a given position in our competitive market may change
over time, necessitating a move to a higher or lower job grade level.
In setting the base salaries of our executive officers for 2010, Mr. Smith considered the
competitive market pay data from the various sources referred to above and each officers
individual performance. The competitive market data for 2009 indicated that, with the exception of
Mr. Joiner (for whom sufficient comparable FHLBank data was unavailable given his range of
responsibilities for us), the executive officers base salaries were within a range of plus or
minus: (a) 21 percent of the market median for non-depository financial services institutions with
approximately $20 billion in assets and (b) 33 percent of the market median for the FHLBanks.
Based on this data and in an effort to bring certain executives base salaries more in line with
comparable FHLBank positions, Mr. Smith gave Mr. Sims and Ms. Parker above standard merit increases
for 2010 (8.45 percent and 8.70 percent, respectively), while Mr. Joiner received a standard merit
increase (3.55 percent) and Mr. Lewis received less than a standard merit increase (1.52 percent).
In establishing the base salaries for Mr. Sims and Ms. Parker, Mr. Smith also factored in
additional adjustments that were contemplated at the time he promoted each of them to Executive
Vice President in April 2009.
The base salaries of our named executive officers for 2010, 2009 and 2008 are presented in the
Summary Compensation Table on page 134.
Short-Term Incentive Compensation
All of our regular, full-time employees participate in our VPP, under which they have the
opportunity to earn an annual cash incentive award. The VPP is designed to encourage and reward
achievement of annual performance goals. All VPP awards are calculated as a percentage of an
employees base salary as of the beginning of the year to which the award payment pertains (or, on
a prorated basis, the employees base salary as of his or her start date if hired during the year
on or before September 15). Potential individual award percentages vary based upon an employees
job grade level and are higher for those persons serving as senior officers of the Bank. Our VPP
provides for substantially the same method of allocation of benefits between management and
non-management participants, except for Mr. Smith, certain members of our sales staff and,
beginning in 2010, both management and non-management employees in our Risk and Internal Audit
Departments. Other than Mr. Smith, none of the employees identified in the preceding sentence serve
as an executive officer. For 2010, the objectives for both management and non-management employees
in our Risk and Internal Audit departments, as well as certain members of our sales staff, differed
from those that applied to all of our other employees, including our executive officers. Among
other things, the VPP plans for employees in our Risk and Internal Audit departments do not include
a corporate profitability component.
Award payments under the VPP that applies to our executive officers (and all of our other employees
other than those identified above) depend upon the extent to which we achieve a corporate
profitability objective and a number of corporate operational goals that are aligned with our
long-term strategic business objectives, as well as the extent
124
to which individual employees
achieve specific individual goals and whether they achieve satisfactory performance appraisal
ratings. The corporate profitability and operational goals are established annually by the Board of
Directors, and individual employee goals are established mutually by management and employees at
the beginning of each year.
If we do not achieve our minimum profitability objective, then no award payments are made under the
VPP even if we have achieved some or all of our corporate operating goals and/or individual
employees have achieved some or all of their individual performance goals. Similarly, if we do not
achieve some portion of our corporate operating goals, no award payments are made to participants
even if we have achieved at least our minimum profitability objective and/or individual employees
have achieved some or all of their individual performance goals.
For 2010, we used the following formula to calculate annual VPP award payments for all of our named
executive officers except Mr. Smith:
|
|
|
|
|
|
|
|
|
Base Salary
as of 1/1/10
|
X |
Employees
Maximum
Potential
Award
Percentage
|
X |
Profitability
Achievement
Percentage
|
X |
Corporate
Operating
Goal
Achievement
Percentage
|
X |
Individual
Goal
Achievement
Percentage |
For Mr. Smith, 75 percent of his potential VPP award is derived based solely upon the achievement
of our corporate profitability and operating objectives, while 25 percent is based solely upon his
overall individual performance as subjectively assessed by our Board of Directors, subject to our
attainment of our minimum profitability objective. The formula used to calculate Mr. Smiths 2010
VPP award is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75%
|
|
X
|
|
Base Salary
as of 1/1/10
|
|
X
|
|
Maximum
Potential
Award
Percentage
|
|
X
|
|
Profitability
Goal
Achievement
Percentage
|
|
X
|
|
Corporate
Operating Goal
Achievement
Percentage |
|
|
|
|
|
|
|
|
|
plus |
|
|
|
|
|
|
|
|
|
25%
|
|
X
|
|
Base Salary
as of 1/1/10
|
|
X
|
|
Maximum
Potential
Award
Percentage
|
|
X
|
|
Individual
Performance Goal
Achievement
Percentage |
|
|
|
|
The amount of the VPP award pool that is potentially available for cash incentives depends upon the
extent to which our corporate profitability objective is achieved within pre-established minimum
and maximum levels. At the minimum level, 50 percent of the award pool is potentially available,
and at the maximum level, 100 percent of the award pool is potentially available. Between the
minimum and maximum levels, the profitability objective operates on a sliding scale. If we fail to
achieve our minimum profitability objective, then no VPP award pool is available. If we exceed the
maximum profitability objective, there is no additional increase in the amount of the potential VPP
award pool.
Our corporate profitability objective is expressed (in basis points) as the excess, if any, of the
return on our average capital stock over the average effective federal funds rate for the year.
For instance, a minimum profitability objective of 0 basis points would mean that in order to meet
that objective we would need to achieve a rate of return on our average capital stock equal to the
average effective federal funds rate for the year. In calculating our return on capital stock, net
income for the year (excluding unrealized gains and losses on derivatives and hedging activities
125
and interest expense on mandatorily redeemable capital stock) is divided by our average outstanding
capital stock (including mandatorily redeemable capital stock).
In determining the minimum and maximum levels for our profitability objective, the Board of
Directors considers factors such as the current interest rate environment, the business outlook,
and our desire to generate sufficient economic earnings to meet retained earnings targets and pay
dividends at our target rate, while at the same time effectively managing our risk in order to
maintain the economic value of the Bank. For 2010, our Board of Directors established the minimum
and maximum corporate profitability objectives at 300 basis points and 400 basis points,
respectively, above the average effective federal funds rate. Our profitability for the year, as
defined above, was 598 basis points above the average effective federal funds rate, yielding an
achievement rate of 100 percent for our corporate profitability objective. We exceeded our maximum
corporate profitability objective for 2010 due in large part to higher than expected yields on our
holdings of agency mortgage-backed securities, unanticipated prepayment fees on advances, and
unanticipated gains associated with terminations of interest rate derivative transactions. Over the
previous five years (2005-2009), we have exceeded our maximum corporate profitability objective for
every year except 2006 (for 2006, we achieved 91.25 percent of our maximum corporate profitability
objective).
For 2010, our corporate operating objectives fell into the following broad categories: (a)
expanding our traditional business; (b) risk management; (c) customer activities and new
initiatives; and (d) economic and community development. Each corporate operating objective is
assigned a specific percentage weight together with a threshold, target and stretch
objective. The threshold objective represents a minimum acceptable level of performance for the
year. The target objective reflects performance that is consistent with our long-term strategic
objectives. The stretch objective reflects outstanding performance that exceeds our long-term
strategic objectives. In order to place additional emphasis on our risk management activities, the
Board of Directors elected to establish three risk management objectives for 2010, each with a
weighting of 10 percent. Adding these corporate operating objectives resulted in less weight being
given to the goals relating to the expansion of our traditional business and new initiatives in the
2010 VPP as compared to the 2009 VPP.
Unlike our profitability objective, the corporate operating objectives under our VPP do not operate
on a sliding scale. For each objective, the percentage achievement can be 0 percent (if the
threshold objective is not met), 60 percent (if results are equal to or greater than the threshold
objective but less than the target objective), 80 percent (if results are equal to or greater than
the target objective but less than the stretch objective) or 100 percent (if results are equal to
or greater than the stretch objective). The results for each corporate operating goal are
multiplied by the assigned percentage weight to determine their contribution to the overall
corporate operating goal achievement percentage. For example, if the target objective is achieved
for a goal with a percentage weight of 10 percent, then the contribution of that goal to our
overall corporate goal achievement would be 8 percent (10 percent x 80 percent). The sum of the
percentages derived from this calculation for each corporate operating objective yields our overall
corporate operating goal achievement percentage for the VPP. Generally, the Board of Directors
attempts to set the threshold, target and stretch objectives such that the relative difficulty of
achieving each level is consistent from year to year.
For 2010, the Board of Directors established 11 separate VPP corporate operating objectives, each
of which had a specific percentage weight of either 5 percent or 10 percent. As further set forth
in the table below, the objectives relating to our traditional business, risk management, customer
activities and new initiatives, and economic and community development comprised 30 percent, 30
percent, 10 percent and 30 percent, respectively, of our overall corporate operating goals.
126
2010
VPP Corporate Objectives
(dollars in millions)
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Overall |
|
|
|
Percentage |
|
|
Objective |
|
|
|
|
|
|
Achievement |
|
|
|
Weight |
|
|
Threshold |
|
|
Target |
|
|
Stretch |
|
|
Results |
|
|
Percentage |
|
Expanding the Traditional Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Average Advances + Letters of Credit (LCs) to 2010 CFIs |
|
|
10 |
% |
|
$ |
11,700 |
|
|
$ |
12,000 |
|
|
$ |
12,350 |
|
|
$ |
11,590 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Average Advances + LCs to Customers with Assets < $20 billion |
|
|
10 |
% |
|
$ |
24,500 |
|
|
$ |
25,200 |
|
|
$ |
25,900 |
|
|
$ |
24,056 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Average LCs Outstanding |
|
|
10 |
% |
|
$ |
4,000 |
|
|
$ |
4,250 |
|
|
$ |
4,500 |
|
|
$ |
4,510 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Contribution to Retained Earnings from pre-ASC 815
net income |
|
|
10 |
% |
|
$ |
75 |
|
|
$ |
87.5 |
|
|
$ |
100 |
|
|
$ |
122.7 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Maintain an Estimated Market Value of Equity (MVE) ≥
Par Value of Capital Stock * |
|
|
10 |
% |
|
10 months |
|
11 months |
|
12 months |
|
12 months |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Ensure that MVE Sensitivity in +/- 200 basis point scenarios
≤ -15 percent of Par Value of Capital Stock * |
|
|
10 |
% |
|
10 months |
|
11 months |
|
12 months |
|
12 months |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Activities and New Initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Total Credit Product Users |
|
|
5 |
% |
|
|
675 |
|
|
|
700 |
|
|
|
725 |
|
|
|
745 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Interest Rate Derivative Customers (since inception) |
|
|
5 |
% |
|
|
6 |
|
|
|
9 |
|
|
|
12 |
|
|
|
5 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic and Community Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Average CIP / EDP Advances / LCs Outstanding |
|
|
10 |
% |
|
$ |
1,600 |
|
|
$ |
1,650 |
|
|
$ |
1,700 |
|
|
$ |
1,703 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Total CIP / EDP Advances / LC Users |
|
|
10 |
% |
|
|
75 |
|
|
|
85 |
|
|
|
90 |
|
|
|
80 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. CIP / EDP Projects Funded / Supported by Advances + LCs |
|
|
10 |
% |
|
|
275 |
|
|
|
300 |
|
|
|
325 |
|
|
|
302 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall Corporate Operating Goal Achievement Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Excludes impact of losses due to pre-12/1/09 private label
residential MBS. |
As shown above, we did not achieve the threshold objective for 3 of our 11 corporate operating
objectives in 2010. These 3 objectives had a combined weighting of 25 percent. We attribute this
primarily to a steeper than anticipated decline in member demand for our advances during the year.
The reduced demand was due, at least in part, to higher member deposit levels and reduced lending
activity due to weak economic conditions. We achieved the threshold, target or stretch objective
for each of our other 8 corporate operating goals such that our overall corporate operating goal
achievement rate for 2010 was 69 percent, which was below our target level of 80 percent. Over the
previous five years, our overall corporate operating goal achievement was as follows: 2005 87
percent; 2006 50 percent; 2007 90 percent; 2008 95 percent; and 2009 57 percent.
Once the total amount of funds in the VPP award pool has been determined based upon the level of
achievement of our corporate profitability and operating objectives, the calculation of individual
incentive awards is based upon each employees performance and the maximum award percentage
assigned to that employees job grade level. An employees performance is determined based upon
his or her appraisal rating and the extent to which the employee achieves his or her individual VPP
goals for the year.
The maximum award percentages under our VPP are 60 percent of base salary for Mr. Smith and 43.75
percent of base salary for the other named executive officers. The target award percentages for
Mr. Smith and the other named executive officers are 51 percent and 35 percent, respectively. At
the threshold level (defined for this purpose as 50 percent profitability achievement, 60 percent
corporate operating goal achievement, and 100 percent individual goal achievement), the payout
percentage for Mr. Smith would be 28.5 percent of base salary, while the payout percentage for the
other named executive officers would be 13.125 percent of base salary. These award percentages are
reviewed and approved annually by the Committee and Board of Directors with the intent that the
target award opportunity is at or near the median for our defined competitive markets for Mr. Smith
and our other executive officers.
127
Except for Mr. Smith, each of our named executive officers has the same set of individual goals for
purposes of our VPP. These joint senior management goals, which are more tactical in nature
than our corporate operating goals, are reviewed and approved annually by Mr. Smith. In 2010, the
named executive officers achieved 100 percent of their nine joint senior management goals. Mr.
Smith assesses the performance of Mr. Sims, Ms. Parker and Mr. Joiner annually using a performance
appraisal form which consists of 44 performance factors (for each factor, an executive can receive
0-3 points). Mr. Sims assesses the performance of Mr. Lewis using this same performance appraisal
form, which is then subject to review by Mr. Smith. Executives must receive at least 88 points
(out of a total of 132 points) to achieve a Meets Expectations performance rating, which is a
requirement to receive an annual VPP award. For 2010, each of the named executive officers
received at least a Meets Expectations performance rating.
Mr. Smiths individual goal achievement for purposes of the VPP is derived from his performance
appraisal, which is prepared jointly by the Chairman and Vice Chairman of the Board and the
Chairman and Vice Chairman of the Committee. For 2010, his performance was assessed based on seven
broad areas comprising 31 specific accountabilities relating to our strategic objectives and other
matters of importance, which were approved by the Board of Directors. Mr. Smiths individual goal
achievement is expressed as a percentage and is calculated by dividing the number of points
received on his performance appraisal form by the 100 total possible points. For 2010, Mr. Smith
received 87.33 points on his appraisal form, which resulted in an individual goal achievement
percentage of 87.33 percent.
The possible VPP payouts to our named executive officers for 2010 are presented in the Grants of
Plan-Based Awards table on page 135, while the actual VPP awards earned by these executives for
2010 are included in the Summary Compensation Table on page 134 (in the column entitled Non-Equity
Incentive Plan Compensation). The calculation of the VPP awards earned by our named executive
officers in 2010 is shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Award |
|
|
Maximum |
|
|
Profitability |
|
|
Operating Goal |
|
|
Individual Goal |
|
|
2010 |
|
|
|
Base Salary as of |
|
|
Component |
|
|
Potential Award |
|
|
Achievement |
|
|
Achievement |
|
|
Achievement |
|
|
VPP |
|
|
|
January 1, 2010 ($) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Award ($) |
|
Terry Smith |
|
|
730,000 |
|
|
|
75.00 |
% |
|
|
60.00 |
% |
|
|
100.00 |
% |
|
|
69.00 |
% |
|
|
|
|
|
|
226,665 |
|
|
|
|
730,000 |
|
|
|
25.00 |
% |
|
|
60.00 |
% |
|
|
|
|
|
|
|
|
|
|
87.33 |
% |
|
|
95,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
322,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
385,000 |
|
|
|
|
|
|
|
43.75 |
% |
|
|
100.00 |
% |
|
|
69.00 |
% |
|
|
100.00 |
% |
|
|
116,222 |
|
Nancy Parker |
|
|
375,000 |
|
|
|
|
|
|
|
43.75 |
% |
|
|
100.00 |
% |
|
|
69.00 |
% |
|
|
100.00 |
% |
|
|
113,203 |
|
Paul Joiner |
|
|
277,000 |
|
|
|
|
|
|
|
43.75 |
% |
|
|
100.00 |
% |
|
|
69.00 |
% |
|
|
100.00 |
% |
|
|
83,619 |
|
Tom Lewis |
|
|
268,000 |
|
|
|
|
|
|
|
43.75 |
% |
|
|
100.00 |
% |
|
|
69.00 |
% |
|
|
100.00 |
% |
|
|
80,903 |
|
Under the VPP, discretion cannot be exercised to increase the size of any award. However,
discretion can be used (through the performance appraisal process) to reduce or eliminate a VPP
award. In addition, management (or, in the case of Mr. Smith, the Board) can modify or eliminate
individual awards within their sole discretion based on circumstances unique to an individual
employee such as misconduct, failure to follow Bank policies, insubordination or other job
performance factors.
In addition to our VPP, Mr. Smith has a $50,000 annual award pool that he can draw upon to pay
discretionary bonuses to employees. In 2010, none of the named executive officers received a
discretionary bonus.
Defined Benefit Pension Plan
All regular employees hired prior to January 1, 2007 who work a minimum of 1,000 hours per year,
including our named executive officers, participate in the Pentegra Defined Benefit Plan for
Financial Institutions, a tax-qualified multiemployer defined benefit pension plan. The plan also
covers any of our regular employees hired on or after January 1, 2007 who work a minimum of 1,000
hours per year, provided that the employee had prior service with a financial services institution
that participated in the Pentegra Defined Benefit Plan for Financial Institutions, during which
service the employee was covered by such plan. Because this is a qualified defined benefit plan,
it is subject to certain compensation and benefit limitations imposed by the Internal Revenue
Service. In 2010, the maximum compensation limit was $245,000 and the maximum annual benefit limit
was $195,000. The pension benefit earned under the plan is based on the number of years of
credited service (up to a maximum of 30 years) and compensation earned over an employees three
highest consecutive years of earnings. We consider this benefit to be a critical
128
element of our
compensation program as it pertains to our executive officers and other key tenured employees.
Based on this belief, we have generally targeted this component of our compensation program to
provide a pension benefit above the competitive market median.
The details of this plan and the accumulated pension benefits for our named executive officers can
be found in the Pension Benefits Table and accompanying narrative on pages 138-140 of this report.
Defined Contribution Savings Plan
We offer all regular employees who work a minimum of 1,000 hours per year, including our executive
officers, the opportunity to participate in the Pentegra Defined Contribution Plan for Financial
Institutions, a tax-qualified multiemployer defined contribution plan. Because this is a qualified
plan, it is subject to the maximum compensation limit set by the Internal Revenue Code, which for
2010 was $245,000 per year. In addition, the combined contributions to this plan from both us and
the employee are limited by the Internal Revenue Code. For 2010, combined contributions to the
plan could not exceed $49,000. The plan includes a pre-tax 401(k) option along with an opportunity
to make contributions on an after-tax basis.
Subject to the limits prescribed by the Internal Revenue Code, employees can contribute up to 25
percent of their monthly base salary to the plan on either a pre-tax or after-tax basis. We
provide matching funds on the first 3 percent of eligible monthly base salary contributed by
employees who are eligible to participate in the Pentegra Defined Benefit Plan for Financial
Institutions, and on the first 5 percent of eligible monthly base salary contributed by employees
who are not eligible to participate in the Pentegra Defined Benefit Plan for Financial
Institutions. In each case, our matching contribution is 100 percent, 150 percent or 200 percent
depending upon the employees length of service. Employees who are eligible to participate in the
Pentegra Defined Benefit Plan for Financial Institutions are fully vested in our matching
contributions at the time such funds are deposited in their account. For employees who do not
participate in the Pentegra Defined Benefit Plan for Financial Institutions, there is a 2-6 year
step vesting schedule for our matching contributions with the employee becoming fully vested after
6 years. Participants can elect to invest plan contributions in up to 27 different fund options.
Based on their tenure with us, each of our named executive officers received in 2010 a 200 percent
matching contribution on the first 3 percent of their eligible monthly base salary that they
contributed to the plan, subject in all cases to the compensation limit prescribed by the Internal
Revenue Code. These matching contributions are included in the All Other Compensation column of
the Summary Compensation Table found on page 134 and further set forth under the 401(k)/Thrift
Plan column of the related Components of All Other Compensation for 2010 table.
We offer the savings plan as a competitive practice and have historically targeted our matching
contributions to the plan at or near the market median for comparable companies.
Deferred Compensation Program
We offer our highly compensated employees, including our named executive officers, the opportunity
to voluntarily defer receipt of a portion of their base salary above a specified amount and all or
part of their annual VPP award under the terms of our nonqualified deferred compensation program.
The program allows participants to save for retirement or other future-dated in-service obligations
(e.g., college, home purchase, etc.) in a tax-effective manner, as contributions and earnings on
those contributions are not taxable to the participant until received. Under the program, amounts
deferred by the participant and our matching contributions can be invested in an array of
externally managed mutual funds.
We offer the program to higher-level employees in order to allow them to voluntarily defer more
compensation than they would otherwise be permitted to defer under our tax-qualified defined
contribution savings plan as a result of the limits imposed by the Internal Revenue Code. Further,
we offer this program as a competitive practice to help us attract and retain top talent. The
matching contributions that we provide in this plan are intended to make the participant whole with
respect to the amount of matching funds that he or she would have otherwise been eligible to
receive if not for the limits imposed on the qualified plan by the Internal Revenue Code. These
matching contributions are included in the All Other Compensation column of the Summary
Compensation Table found on page 134 and further set forth under the Nonqualified Deferred
Compensation Plan (NQDC Plan) column of the related Components of All Other Compensation for
2010 table. Our previous competitive market analyses have
129
indicated that our matching
contributions to the qualified savings plan are at or near the market median. Based on our
experience and general knowledge of the competitive market, we believe this is also true for the
matching contributions that we provide under the deferred compensation program. The provisions of
this program are described more fully in the narrative accompanying the Nonqualified Deferred
Compensation table on pages 140-142.
Supplemental Executive Retirement Plan
We maintain a supplemental executive retirement plan (SERP) that serves as an additional
incentive for our executive officers to remain with us. The SERP is a nonqualified defined
contribution plan and, as such, it does not provide for a specified retirement benefit. Each
participants benefit under the SERP consists of contributions we make on his or her behalf, plus
an allocation of the investment gains or losses on the assets used to fund the plan. Contributions
to the SERP are determined solely at the discretion of our Board of Directors and are based upon
our desire to provide a reasonable level of supplemental retirement income to our most senior
executives. Generally, benefits under the SERP vest when the participant attains the Rule of 70,
except that some of the amounts contributed on Mr. Smiths behalf vested on January 1, 2010. A
participant attains the Rule of 70 when the sum of his or her age and years of service with us is
at least 70. The provisions of the plan provide for accelerated vesting and payment in the event of
a participants death or disability if such participant is not otherwise vested at the time of his
or her death or disability. Otherwise, vested benefits are not payable to the participant until he
or she reaches age 62 or, if later, upon retirement, except for some of the amounts contributed on
Mr. Smiths behalf which are payable to him upon his termination of employment for any reason. We
maintain the right at any time to amend or terminate the SERP, or remove a participant from the
SERP at our discretion, except that no amendment, modification or termination may reduce the then
vested account balance of any participant.
It is not our intention to provide a full restoration of the lost benefit under the tax-qualified
defined benefit plan and, as a result, the SERP is expected to be less valuable to our executives
than some supplemental executive retirement plans offered by other comparable financial
institutions in our defined competitive markets. As a percentage of their compensation, we expect
the benefits from the plan (for amounts that vest upon attaining the Rule of 70) to be greater for
Ms. Parker and Messrs. Sims, Joiner and Lewis than for Mr. Smith.
For details regarding the operation of this plan, the contributions we made in 2010, and the
current account balances for each of our named executive officers, please refer to the Nonqualified
Deferred Compensation table and accompanying narrative beginning on page 140.
Other Benefits
We offer a number of other benefits to our named executive officers pursuant to benefit programs
that are available to all of our regular, full-time employees. These benefits include: medical,
dental, vision and prescription drug benefits; a wellness program; paid time off (in the form of
vacation and flex leave); short- and long-term disability coverage; life and accidental death and
dismemberment insurance; charitable gift matching (limited to $500 per employee per year); health
and dependent care flexible spending accounts; healthcare savings accounts; and certain other
benefits including, but not limited to, retiree health and life insurance benefits (provided
certain eligibility requirements are met).
We have a policy under which all regular full-time employees can elect to cash out their accrued
and unused vacation leave on an annual basis, subject to certain conditions. Vacation leave cash
outs are calculated by multiplying the number of vacation hours cashed out by the employees hourly
rate. For this purpose, the hourly rate is computed by dividing the employees base salary by
2,080 hours. Our employees accrue vacation at different rates depending upon their job grade level
and length of service. When an employee has completed 13 or more years of service, he or she is
entitled to 200 hours of annual vacation leave, regardless of job grade level. We limit the amount
of accrued and unused vacation leave that an employee can carry over to the next calendar year to
two times the amount of vacation he or she earns in an annual period. Based on their job grade
level and tenure with the Bank, Mr. Lewis currently accrues 160 hours of vacation leave per year
while the other named executive officers each accrue 200 hours of vacation leave per year. The
vacation payouts made to our named executive officers for 2010 are set forth in the Components of
All Other Compensation for 2010 table related to the Summary Compensation Table found on page 134.
130
We automatically buy back from all regular full-time employees all accrued and unused flex leave in
excess of our maximum annual carryover amount (520 hours) at a rate of 50 cents on the dollar.
Flex leave is defined as accrued leave that is available for personal injury or illness, family
injury or illness, personal time off (limited to no more than 32 hours per year), and leave covered
under the provisions of the Family and Medical Leave Act of 1993. All of our regular full-time
employees, including our executive officers, accrue 80 hours of flex leave per year. Employees
(including executive officers) are not entitled to receive any payments under our flex leave policy
if their employment is terminated for any reason prior to the date on which the buy back is
processed. The flex leave payouts made to our named executive officers for 2010 are set forth in
the Components of All Other Compensation for 2010 table related to the Summary Compensation Table
on page 134.
Based on our general experience and market knowledge, we believe that our vacation and flex leave
cash out benefits are above the market median, although we have not conducted a study to confirm
this. We do not include, nor do we consider, these items in either our total direct compensation
or total compensation analyses for our executive officers.
Perquisites and Tax Gross-ups
We provide a limited number of perquisites to our executive officers, which we believe are
appropriate in light of the executives contributions to us. In 2010, we provided Mr. Smith with
the use of a Bank-leased car and we paid for travel and meal costs associated with his spouse
accompanying him to our two out-of-town board meetings and certain in-town Board functions. In
addition, we reimbursed Mr. Smith for the incremental taxes associated with his use of the
Bank-leased car. The perquisites for our other named executive officers are limited solely to
payment of travel and meal costs associated with a spouse accompanying the officer to our
out-of-town board meetings and in-town Board functions. In 2010, Mr. Joiner utilized this benefit
for two out-of-town board meetings and one in-town Board function at a total incremental cost to
the Bank of approximately $3,100. Historically, we have not attempted to compare these perquisites
with those offered by companies in our defined competitive market.
Executive Employment Agreements
On November 20, 2007 (Effective Date), we entered into employment agreements with each of our
named executive officers. These agreements were authorized and approved by the Committee and Board
of Directors and result from the Boards desire to retain the services of these executive officers
for no less than the three-year term of the agreements. We considered this action to be prudent
based on our belief that these individuals are extremely well qualified to perform the duties of
their respective job positions, that they have skill sets that are highly sought after in the
financial services industry, and that their continued employment with us is essential to our
ability to meet our short- and long-term strategic business objectives.
As more fully described in the section entitled Potential Payments Upon Termination or Change in
Control beginning on page 144, the employment agreements provide for payments in the event that
the executive officers employment with us is terminated either by the executive for good reason or
by us other than for cause, or in the event that either we or the executive officer gives notice of
non-renewal of the employment agreement and we relieve the executive officer of his or her duties
under the employment agreement prior to the expiration of the term of the agreement. As of each
anniversary of the Effective Date, an additional year is automatically added to the unexpired term
of the employment agreement unless either we or the executive officer gives a notice of
non-renewal. In 2010, neither we nor any of the executive officers gave a notice of non-renewal.
Accordingly, an additional year was added to the unexpired term of each of the employment
agreements. We believe the specified triggering events and the payments resulting from those
events are similar in nature and amount to those commonly found in agreements that are utilized by
comparable companies, including the other FHLBanks that have elected to enter into executive
employment agreements, and therefore advance our objective of retaining these executive officers.
131
2011 Compensation Decisions
The 2011 base salaries for our named executive officers are presented below (the percentage
increase from the salaries in effect at December 31, 2010 is shown parenthetically):
|
|
|
|
|
|
Terry Smith |
|
$ |
730,000 |
|
(No change see discussion below) |
Michael Sims |
|
$ |
410,000 |
|
(6.49 percent) |
Nancy Parker |
|
$ |
400,000 |
|
(6.67 percent) |
Paul Joiner |
|
$ |
286,000 |
|
(3.25 percent) |
Tom Lewis |
|
$ |
274,700 |
|
(2.50 percent) |
The Committee and Board of Directors engaged Pearl Meyer & Partners, LLC (Pearl Meyer) in August
2010 to conduct the annual competitive market analysis of Mr. Smiths total direct compensation,
defined for 2011 as base salary plus short- and long-term incentive compensation, taking into
consideration the competitive market pay data for the 12 FHLBank Presidents as provided by the 2010
FHLBank Key Position Compensation Survey conducted by Reimer Consulting. The Board of Directors
recommendations with respect to Mr. Smiths 2011 compensation, based in part on the results of
Pearl Meyers analysis, are pending review by the Finance Agency.
Also in August 2010, we engaged Pearl Meyer to conduct a competitive market pay study for our other
executive officers. In setting the base salaries of our executive officers for 2011, Mr. Smith
considered the results of this study, which included the competitive pay data provided by the 2010
FHLBank Key Position Compensation Survey and the ERI survey data for organizations with an SIC code
of 6100 (Finance, Insurance, and Real Estate Non-depository Credit Institutions) with
approximately $20 billion in assets. The competitive market data indicated that the executive
officers base salaries were within a range of plus or minus: (a) 22 percent of the market median
for non-depository financial services institutions with approximately $20 billion in assets and (b)
14 percent of the market median for the FHLBanks. Based on this data and in his continuing efforts
to bring certain executives base salaries more in line with comparable FHLBank positions, Mr.
Smith gave Mr. Sims and Ms. Parker above standard merit increases for 2011, while Mr. Joiner
received a standard merit increase and Mr. Lewis received slightly less than a standard merit
increase. In establishing the base salaries for Mr. Sims and Ms. Parker, Mr. Smith factored in
further adjustments that were contemplated at the time he promoted each of them to Executive Vice
President in April 2009.
For purposes of our 2011 VPP, the Board of Directors has established the Banks minimum corporate
profitability objective at 25 basis points above the average effective federal funds rate and the
maximum corporate profitability objective at 350 basis points above the average effective federal
funds rate. The expansion of this range relative to previous years resulted from comments and
direction provided to the Committee and the Board of Directors by the Finance Agency in December
2010. The Board of Directors has also established 10 separate VPP corporate operating objectives,
each of which has a specific percentage weight of 10 percent. For 2011, the operating objectives
fall into the following categories: risk management, maintaining our traditional business, customer
activity, and economic and community development.
The following table sets forth an estimate of the possible VPP awards that can be earned by our
named executive officers in 2011. The amounts have been calculated using the same assumptions
regarding threshold, target and maximum amounts that were used to calculate the possible awards for
2010. For a discussion of these assumptions, please refer to the Grants of Plan-Based Awards Table
and accompanying narrative on page 135. The estimated possible VPP payouts for Mr. Smith could
increase depending upon the actions, if any, that the Committee and Board of Directors ultimately
take with respect to his base salary for 2011.
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible VPP Payouts for 2011 |
|
|
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
Terry Smith |
|
|
208,050 |
|
|
|
372,300 |
|
|
|
438,000 |
|
Michael Sims |
|
|
53,813 |
|
|
|
143,500 |
|
|
|
179,375 |
|
Nancy Parker |
|
|
52,500 |
|
|
|
140,000 |
|
|
|
175,000 |
|
Paul Joiner |
|
|
37,538 |
|
|
|
100,100 |
|
|
|
125,125 |
|
Tom Lewis |
|
|
36,054 |
|
|
|
96,145 |
|
|
|
120,181 |
|
Our named executive officers will not be eligible to earn any long-term incentive awards in 2011 in
the absence of certain specified events that are discussed in the section entitled Potential
Payments Upon Termination or Change in Control beginning on page 144.
Compensation Committee Report
The Compensation and Human Resources Committee has reviewed and discussed with management the
Compensation Discussion and Analysis found on pages 120-133 of this report. Based on our review
and discussions, we recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Banks Annual Report on Form 10-K.
The Compensation and Human Resources Committee
Patricia P. Brister, Chairman
James W. Pate, II, Vice Chairman
Mary E. Ceverha
James H. Clayton
Lee R. Gibson
Howard R. Hackney
Anthony S. Sciortino
133
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation for 2010, 2009 and 2008 of our President and
Chief Executive Officer; our Chief Operating Officer, Executive Vice President Finance and Chief
Financial Officer, who has served as our principal financial officer since April 10, 2009; and our
three other executive officers (collectively, our named executive officers). Prior to April 10,
2009, our Senior Vice President and Chief Accounting Officer served as our principal financial
officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity |
|
|
and Nonqualified |
|
|
|
|
|
|
|
Name and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan |
|
|
Deferred |
|
|
All Other |
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Compensation |
|
|
Compensation |
|
|
Compensation |
|
|
|
|
Position |
|
Year |
|
|
Salary ($) |
|
|
Bonus ($) |
|
|
Awards ($) |
|
|
Awards ($) |
|
|
($) (1) |
|
|
Earnings ($) (2) |
|
|
($) (3) |
|
|
Total ($) |
|
Terry Smith |
|
|
2010 |
|
|
|
730,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
322,291 |
|
|
|
307,000 |
|
|
|
477,986 |
|
|
|
1,837,277 |
|
President/Chief Executive Officer |
|
|
2009 |
|
|
|
715,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,279 |
|
|
|
351,000 |
|
|
|
470,690 |
|
|
|
1,815,969 |
|
|
|
|
2008 |
|
|
|
680,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376,788 |
|
|
|
195,000 |
|
|
|
391,804 |
|
|
|
1,643,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
2010 |
|
|
|
385,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,222 |
|
|
|
189,000 |
|
|
|
112,372 |
|
|
|
802,594 |
|
Chief
Operating Officer/EVP-Finance/ |
|
|
2009 |
|
|
|
344,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,294 |
|
|
|
214,000 |
|
|
|
96,151 |
|
|
|
737,028 |
|
Chief Financial Officer |
|
|
2008 |
|
|
|
302,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,727 |
|
|
|
128,000 |
|
|
|
83,615 |
|
|
|
639,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
2010 |
|
|
|
375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,203 |
|
|
|
337,000 |
|
|
|
177,583 |
|
|
|
1,002,786 |
|
Chief Operating Officer/ |
|
|
2009 |
|
|
|
334,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,800 |
|
|
|
402,000 |
|
|
|
147,062 |
|
|
|
963,445 |
|
EVP-Operations |
|
|
2008 |
|
|
|
292,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,570 |
|
|
|
161,000 |
|
|
|
143,216 |
|
|
|
718,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
2010 |
|
|
|
277,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,619 |
|
|
|
379,000 |
|
|
|
79,273 |
|
|
|
818,892 |
|
SVP/Chief Strategy Officer |
|
|
2009 |
|
|
|
267,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,708 |
|
|
|
429,000 |
|
|
|
109,795 |
|
|
|
873,003 |
|
|
|
|
2008 |
|
|
|
255,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,984 |
|
|
|
222,000 |
|
|
|
113,032 |
|
|
|
696,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
2010 |
|
|
|
268,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,903 |
|
|
|
84,000 |
|
|
|
74,783 |
|
|
|
507,686 |
|
SVP/Chief Accounting Officer |
|
|
2009 |
|
|
|
264,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,835 |
|
|
|
81,000 |
|
|
|
36,743 |
|
|
|
447,578 |
|
|
|
|
2008 |
|
|
|
252,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,945 |
|
|
|
48,000 |
|
|
|
59,774 |
|
|
|
465,219 |
|
|
|
|
(1) |
|
Amounts for 2010, 2009 and 2008 represent VPP awards earned for services rendered in those years. These amounts were paid to the named executive officers in March 2011, February 2010
and February 2009, respectively. |
|
(2) |
|
Amounts reported in this column for 2010, 2009 and 2008 are attributable solely to the change in the actuarial present value of the named executive officers accumulated benefit under the
Pentegra Defined Benefit Plan for Financial Institutions during those years. None of our named executive officers received preferential or above-market earnings on nonqualified deferred compensation during 2010, 2009 or 2008. |
|
(3) |
|
The components of this column for 2010 are provided in the table below. |
Components of All Other Compensation for 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
Bank Contributions to Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to |
|
|
Defined Contribution Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Defined |
|
|
401(k)/ |
|
|
Nonqualified |
|
|
|
|
|
|
Payouts |
|
|
Payouts |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution |
|
|
Thrift |
|
|
Deferred Compensation |
|
|
|
|
|
|
for Unused |
|
|
for Unused |
|
|
|
|
|
|
Tax |
|
|
Total All Other |
|
Name |
|
Plan (SERP) ($) |
|
|
Plan ($) |
|
|
Plan (NQDC Plan) ($) |
|
|
SERP ($) |
|
|
Vacation ($) |
|
|
Flex Leave ($) |
|
|
Perquisites ($) |
|
|
Gross ups ($) |
|
|
Compensation ($) |
|
Terry Smith |
|
|
|
|
|
|
14,700 |
|
|
|
29,100 |
|
|
|
325,489 |
|
|
|
47,311 |
|
|
|
14,069 |
|
|
|
31,161 |
(1) |
|
|
16,156 |
(2) |
|
|
477,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
66,034 |
|
|
|
14,700 |
|
|
|
8,400 |
|
|
|
|
|
|
|
19,280 |
|
|
|
3,958 |
|
|
|
* |
|
|
|
|
|
|
|
112,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
|
|
|
|
14,700 |
|
|
|
7,800 |
|
|
|
122,153 |
|
|
|
25,991 |
|
|
|
6,939 |
|
|
|
* |
|
|
|
|
|
|
|
177,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
|
|
|
|
14,700 |
|
|
|
1,920 |
|
|
|
48,664 |
|
|
|
10,678 |
|
|
|
3,311 |
|
|
|
* |
|
|
|
|
|
|
|
79,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
20,957 |
|
|
|
14,700 |
|
|
|
1,380 |
|
|
|
|
|
|
|
34,037 |
|
|
|
3,709 |
|
|
|
* |
|
|
|
|
|
|
|
74,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Smiths perquisites consisted of the use of a Bank-leased car and spousal travel and meal cost reimbursements in connection with our board meetings. |
|
(2) |
|
Represents tax reimbursements on income imputed to Mr. Smith for his use of a Bank-leased car. |
|
* |
|
Amounts were either less than $10,000 or zero. |
134
GRANTS OF PLAN-BASED AWARDS
The following table sets forth an estimate of the possible VPP awards that could have been earned
by our named executive officers for 2010. The threshold amounts were computed based upon the
assumption that we would achieve our minimum corporate profitability objective (50 percent
profitability achievement) and the threshold objective for each of our 11 corporate operating goals
(60 percent overall corporate goal achievement). The target amounts were computed based upon the
assumption that we would achieve our maximum corporate profitability objective (100 percent
profitability achievement) and the target objective for each of our 11 corporate operating goals
(80 percent overall corporate goal achievement). The maximum amounts were computed based upon the
assumption that we would achieve our maximum corporate profitability objective (100 percent
profitability achievement) and the stretch objective for each of our 11 corporate operating goals
(100 percent overall corporate goal achievement). In addition, the threshold, target and maximum
amounts presented in the table below were based upon the assumption that Mr. Smith would receive a
perfect score on his performance appraisal and that the other named executive officers would
achieve 100 percent of their joint senior management goals and receive at least a Meets
Expectations performance rating. Given the number of variables involved in the calculation of our
VPP awards, the ultimate payouts (other than the maximum payouts) could vary significantly. For
instance, the VPP awards could have been substantially less than the threshold amounts if we
achieved our minimum corporate profitability objective but only achieved one or some (but not all)
of the threshold objectives relating to our corporate operating goals. Similarly, because our
profitability objective operates on a sliding scale between 50 percent and 100 percent achievement
and our achievement of each corporate operating goal could be 0 percent, 60 percent, 80 percent or
100 percent, the ultimate VPP awards payable to the named executive officers could vary
significantly between the threshold and maximum amounts presented in the table. If we do not
achieve our minimum profitability objective, then no award payments are made to the named executive
officers under the VPP even if we have achieved some or all of our corporate operating goals and/or
the executives have achieved some or all of their individual performance goals. The 2010 VPP
awards that were actually earned by our named executive officers are presented in the Non-Equity
Incentive Plan Compensation column in the Summary Compensation Table above and are described more
fully in the Compensation Discussion and Analysis on pages 120 through 133.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under |
|
|
|
Non-Equity Incentive Plan Awards for 2010 VPP |
|
Name |
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
Terry Smith |
|
|
208,050 |
|
|
|
372,300 |
|
|
|
438,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
50,531 |
|
|
|
134,750 |
|
|
|
168,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
49,219 |
|
|
|
131,250 |
|
|
|
164,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
36,356 |
|
|
|
96,950 |
|
|
|
121,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
35,175 |
|
|
|
93,800 |
|
|
|
117,250 |
|
Prior to 2010, VPP awards were the only plan-based awards granted to our executive officers. In
2010, our Board of Directors approved a Long Term Incentive Plan (LTIP) that provides cash-based
award opportunities based on the achievement of performance goals over successive three-year
periods that commence annually (each a Performance Period) to employees of the Bank who have been
designated by the Board of Directors to be participants in the LTIP. For the 2010 LTIP, the Board
of Directors designated each of our named executive officers, among others, as participants in the
plan.
Performance goals under the LTIP are established by the Board of Directors. Each performance goal
under the LTIP is assigned a specific percentage weight together with a threshold, target and
maximum achievement level. For some goals, the threshold, target and maximum achievement levels
may be the same. For each performance goal, the percentage achievement can be 0 percent (if the
threshold goal is not met), 60 percent (if results are equal to the threshold goal), 80 percent (if
results are equal to the target goal) or 100 percent (if results are equal to or greater than the
maximum goal). Unlike our VPP, LTIP achievement levels between threshold and target and
135
between
target and maximum are interpolated in a manner as determined by the Compensation and Human
Resources Committee. The results for each performance goal are multiplied by the assigned
percentage weight to determine their contribution to the overall LTIP goal achievement. Generally,
awards become vested under the LTIP only if the performance goals for the three-year Performance
Period have been satisfied and the participant is actively employed by us on the last day of the
Performance Period. Awards are payable no later than March 15 of the year following the end of the
Performance Period provided the Finance Agency has no objections. The initial Performance Period
commenced on January 1, 2010 and will end on December 31, 2012.
For the initial Performance Period, the performance goals are based upon factors related to: (1)
the amount of contributions we make to our retained earnings; (2) the maintenance of our estimated
market value of equity at an amount equal to or greater than the par value of our capital stock
(excluding the impact of our private-label MBS that were held as of December 31, 2009, all of which
were purchased in periods prior to 2007); (3) the maintenance of our internal controls as measured
by (i) the number and severity of external audit findings and (ii) the number and severity of
Finance Agency examination findings; and (4) the overall performance in achieving our annual
short-term VPP objectives (that is, both our profitability and operating goals) during the
2010-2012 plan cycle.
The implementation of the LTIP did not affect the operation of our VPP for 2010 (for awards that
were paid in March 2011), nor will it affect the operation of our VPP for 2011 (for awards to be
paid in early 2012). However, beginning with the incentive awards for 2012 (to be paid in early
2013) and each year thereafter, the aggregate maximum awards that can be earned by a participant in
a calendar year under both the VPP and the LTIP will be substantially the same as the maximum award
that could have been earned under the VPP (that is, 60 percent of base salary for our President and
Chief Executive Officer and 43.75 percent of base salary for our other named executive officers),
with certain exceptions as described below. In order to effect this outcome, the results of the VPP
goal achievement for 2012 and the LTIP goal achievement for the three-year Performance Period that
ends on December 31, 2012 will be weighted 65 percent and 35 percent, respectively, to determine
the total incentive award payout. For purposes of the 2010 LTIP, the calculations are based upon
the base salaries in effect as of January 1, 2010 and the executives maximum potential award
percentages.
The LTIP provides for discretionary awards and other adjustments as well as additional incentive
payments if certain thresholds are met, any or all of which could increase a participants total
maximum incentive award payout (including both short and long-term incentives) to an amount that is
greater than the maximum award that currently can be earned under the VPP. If the overall LTIP goal
achievement for the initial Performance Period is equal to or greater than 90 percent, each
participant will be entitled to receive an additional incentive payment in an amount equal to 10
percent of his or her base salary in effect as of January 1, 2010. If the overall LTIP goal
achievement for the initial Performance Period is equal to or greater than 80 percent but less than
90 percent, each participant will be entitled to receive an additional incentive payment in an
amount equal to 5 percent of his or her base salary in effect as of January 1, 2010. In addition,
the Board of Directors has delegated to our President and Chief Executive Officer the authority to
grant an additional discretionary award under the LTIP to a participant to address external market
considerations. The aggregate pool of funds available for discretionary awards cannot exceed 10
percent of the total long-term incentive awards. Further, the final LTIP awards may be modified up
or down at the Board of Directors discretion to account for performance that is not captured in
the performance goals.
The amount of the award that is ultimately payable to a participant under the LTIP is based upon
the level at which the performance goals have been achieved, plus or minus any discretionary awards
or adjustments. In addition to the level at which the LTIP performance goals have been achieved,
the Board of Directors will base its decision on the following qualifiers when deciding whether to
approve payouts under the LTIP: (i) the consistent payment of quarterly dividends to members
throughout the Performance Period; (ii) the consistent ability to repurchase excess capital stock
throughout the Performance Period; and (iii) the maintenance of our triple-A credit rating from
Moodys Investors Service and Standard & Poors. When assessing performance results and determining
final LTIP awards, the Board of Directors may also consider those events that, in its opinion and
discretion, are outside the significant influence of the participant or us and are likely to have a
significant unanticipated effect, whether positive or negative, on our operating and/or financial
results. Further, the Board of Directors may adjust the performance goals for a Performance Period
to ensure that the purpose of the LTIP is served.
136
The LTIP includes provisions that require forfeiture of awards in specified circumstances,
including if there is a determination by the Finance Agency that there is an unsafe or unsound
practice or condition within a participants area(s) of responsibility and such unsafe or unsound
practice or condition is not subsequently resolved in our favor, and also subjects awards to
cancellation if they are determined to be based on fraud or material financial misstatements.
The Board of Directors may amend or terminate the LTIP at any time in its sole discretion. Absent
an amendment to the contrary, LTIP benefits that have vested prior to a termination of the LTIP
will be paid at the times and in the manner provided for by the LTIP at the time of the plans
termination.
The following table sets forth an estimate of the possible LTIP awards that can be earned by our
named executive officers for the Performance Period that runs from January 1, 2010 through December
31, 2012. The threshold amounts were computed based upon the assumption that we will achieve the
threshold objective for each of our five LTIP goals for the initial Performance Period (60 percent
overall LTIP goal achievement). The target amounts were computed based upon the assumption that we
will achieve the target objective for each of our five LTIP goals for the initial Performance
Period (80 percent overall LTIP goal achievement). The maximum amounts were computed based upon the
assumption that we will achieve the stretch objective for each of our five LTIP goals for the
initial Performance Period. The target and maximum amounts set forth in the table below include the
additional incentive payments equal to 5 percent and 10 percent, respectively, of the named
executive officers base salaries in effect as of January 1, 2010. Similar to our VPP awards, the
ultimate LTIP payouts (other than the maximum payouts) could vary significantly from the amounts
presented in the table given the number of variables involved in the calculation of the final
payouts. For instance, the LTIP payouts could be substantially less than the threshold amounts if
we achieve one or some (but not all) of the threshold objectives relating to the five LTIP goals.
Similarly, because achievement levels between threshold and target and between target and maximum
are interpolated, the ultimate LTIP payouts could vary significantly between the threshold and
maximum amounts presented in the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under |
|
|
|
Non-Equity Incentive Plan Awards for 2010 LTIP |
|
Name |
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
Terry Smith |
|
|
91,980 |
|
|
|
159,140 |
|
|
|
226,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
35,372 |
|
|
|
66,413 |
|
|
|
97,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
34,453 |
|
|
|
64,688 |
|
|
|
94,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
25,449 |
|
|
|
47,783 |
|
|
|
70,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
24,623 |
|
|
|
46,230 |
|
|
|
67,838 |
|
137
PENSION BENEFITS
Our named executive officers and all other regular full-time employees hired prior to January 1,
2007 participate in the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra DB
Plan), a tax-qualified multiemployer defined benefit pension plan. The Pentegra DB Plan also
covers any of our regular full-time employees who were hired on or after January 1, 2007, provided
that the employee had prior service with a financial services institution that participated in the
Pentegra DB Plan, during which service the employee was covered by such plan. We do not offer any
other defined benefit plans (including supplemental executive retirement plans) that provide for
specified retirement benefits. The following table shows the present value of the current accrued
pension benefit and the number of years of credited service for each of our named executive
officers as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Present Value |
|
|
Payments During |
|
|
|
|
|
|
|
Years of Credited |
|
|
of Accumulated |
|
|
Last Fiscal |
|
Name |
|
Plan Name |
|
|
Service (#) |
|
|
Benefit ($) |
|
|
Year ($) |
|
Terry Smith |
|
Pentegra DB Plan |
|
|
25.0 |
|
|
|
1,829,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
Pentegra DB Plan |
|
|
20.9 |
|
|
|
930,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
Pentegra DB Plan |
|
|
23.8 |
|
|
|
2,136,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
Pentegra DB Plan |
|
|
27.4 |
|
|
|
2,491,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
Pentegra DB Plan |
|
|
7.9 |
|
|
|
314,000 |
|
|
|
|
|
The regular form of retirement benefit under the Pentegra DB Plan is a single life annuity that
includes a lump sum death benefit. The normal retirement age is 65, but the plan provides for an
unreduced retirement benefit beginning at age 60 (if hired prior to July 1, 2003) or age 62 (for
employees hired on or after July 1, 2003 that meet the eligibility requirements to participate in
the Pentegra DB Plan). For employees who are not eligible to participate in the Pentegra DB Plan,
we offer an enhanced defined contribution plan. All of our named executive officers were hired
prior to July 1, 2003.
Valuation Assumptions
The accumulated pension benefits reflected in the table above were calculated using the following
assumptions:
|
|
|
Retirement at age 60, the earliest age at which benefits are not reduced for our named
executive officers based upon their hire date (that is, benefits that have been accumulated
through December 31, 2010 commence at age 60 and are discounted to December 31, 2010); |
|
|
|
|
Discount rate of 5.54 percent (which is the rate upon which the annual contributions
reported in our financial statements are based); |
|
|
|
|
Present values are based upon the Unisex 2000 RP Mortality Table (50 percent of the
benefit is valued using the generational mortality table for annuities and 50 percent of
the benefit is valued using the static mortality table for lump sums); and |
|
|
|
|
No pre-retirement decrements (i.e., no pre-retirement termination from any cause
including but not limited to voluntary resignation, death or early retirement). |
Tax Code Limitations
As a tax-qualified defined benefit plan, the Pentegra DB Plan is subject to limitations imposed by
the Internal Revenue Code of 1986, as amended. Specifically, Section 415(b)(1)(A) of the Internal
Revenue Code places a limit on the amount of the annual pension benefit that can be paid from a
tax-qualified plan (for 2010, this amount was $195,000 at age 65). The annual pension benefit
limit is less than $195,000 in the event that an employee retires before reaching age 65 (the
extent to which the limit is reduced is dependent upon the age at which the employee retires, among
other factors). In addition, Section 401(a)(17) of the Internal Revenue Code limits the amount of
annual earnings that can be used to calculate a pension benefit (for 2010, this amount was
$245,000).
138
From time to time, the Internal Revenue Service will increase the maximum compensation limit for
qualified plans. Future increases, if any, would be expected to increase the value of the
accumulated pension benefits accruing to our named executive officers. For 2011, the Internal
Revenue Service did not increase the maximum compensation limit. In addition, the Internal Revenue
Service elected not to increase the maximum allowable annual benefit in 2011.
Benefit Formula
The annual benefit payable under the Pentegra DB Plan (assuming a participant chooses a single life
annuity with a lump sum death benefit) is calculated using the following formula:
|
|
|
3 percent x years of service credited prior to July 1, 2003 x high three-year
average compensation |
plus
|
|
|
2 percent x years of service credited on or after July 1, 2003 x high three-year
average compensation |
The high three-year average compensation is the average of a participants highest three
consecutive calendar years of compensation. Compensation covered by the Pentegra DB Plan includes
taxable compensation as reported on the named executive officers W-2 (reduced by any receipts of
compensation deferred from a prior year) plus any pre-tax contributions to our Section 401(k) plan
and/or Section 125 cafeteria plan, subject to the 2010 Internal Revenue Code limitation of $245,000
per year. In 2010, the compensation of all of our named executive officers exceeded the Internal
Revenue Code limit.
The plan limits the maximum years of benefit service for all participants to 30 years. As of
December 31, 2010, all of our named executive officers had accumulated 7.5 years of credited
service at the 2 percent service accrual rate; the remainder of each of our named executive
officers service has been credited at the 3 percent service accrual rate. As a matter of policy,
we do not grant extra years of credited service to participants in the Pentegra DB Plan.
Vesting
As of December 31, 2010, all of our named executive officers were fully vested in their accrued
pension benefits.
Early Retirement
Employees enrolled in the Pentegra DB Plan are eligible for early retirement at age 45 if hired
prior to July 1, 2003. If hired on or after July 1, 2003 and before January 1, 2007, employees are
eligible for early retirement at age 55 if they have at least 10 years of service with us.
Employees hired on or after January 1, 2007 who meet the eligibility requirements to participate in
the Pentegra DB Plan are eligible for early retirement at age 55 if they have at least 10 years of
accrued benefit service in the Pentegra DB Plan, including prior credited service. If an employee
wishes to retire before reaching his or her unreduced benefit age, an early retirement reduction
factor (or penalty) is applied. If the sum of an employees age and benefit service is at least
70, the Rule of 70 would apply and the employees benefit would be reduced by 1.5 percent for
each year that the benefit is paid prior to reaching his or her unreduced benefit age. If an
employee hired prior to July 1, 2003 terminates his or her employment prior to attaining the Rule
of 70, that employees benefit would be reduced by 3 percent for each year that the benefit is paid
prior to reaching his or her unreduced benefit age. The penalties are greater for those employees
hired on or after July 1, 2003 who have not attained the Rule of 70 prior to termination. The
early retirement reduction factor does not apply to an eligible employee if he or she retires as a
result of a disability.
As all of our named executive officers were hired prior to July 1, 2003, they are eligible to
receive an unreduced benefit at age 60. As of December 31, 2010, all of our named executive
officers were at least 45 years old and therefore were eligible for early retirement with reduced
benefits. Because Mr. Smith, Ms. Parker and Mr. Joiner have met the Rule of 70, the early
retirement reduction factor applicable to each of them is 1.5 percent for each year that the
benefit is paid prior to reaching age 60. The early retirement reduction factor applicable to
Messrs. Sims and Lewis is 3 percent for each year that the benefit is paid prior to reaching age
60, as neither of them has met the
139
Rule of 70. As of December 31, 2010, the reductions for Mr.
Smith, Mr. Sims, Ms. Parker, Mr. Joiner and Mr. Lewis would have been approximately 9 percent, 45
percent, 3 percent, 3 percent and 39 percent, respectively.
Forms of Benefit
Participants in the Pentegra DB Plan can choose from among the following standard payment options:
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Single life annuity that is, a monthly payment for the remainder of the participants
life (this option provides for the largest annuity payment); |
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Single life annuity with a lump sum death benefit equal to 12 times the annual
retirement benefit under this option, the death benefit is reduced by 1/12 for each year
that the retiree receives payments under the annuity. Accordingly, the death benefit is no
longer payable after 12 years (this option provides for a smaller annuity payment as
compared to the single life annuity); |
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Joint and 50 percent survivor annuity a monthly payment for the remainder of the
participants life. If the participant dies before his or her survivor, the survivor
receives (for the remainder of his or her life) a monthly payment equal to 50 percent of
the amount the participant was receiving prior to his or her death (this option provides
for a smaller annuity payment as compared to the single life annuity with a lump sum death
benefit); |
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Joint and 100 percent survivor annuity with a 10-year certain benefit feature a
monthly payment for the remainder of the participants life. If the participant dies
before his or her survivor, the survivor receives (for the remainder of his or her life)
the same monthly payment that the participant was receiving prior to his or her death. If
both the participant and the survivor die before the end of 10 years, the participants
named beneficiary receives the same monthly payment for the remainder of the 10-year period
(this option provides for a smaller annuity payment as compared to the joint and 50 percent
survivor annuity); or |
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Lump sum payment at retirement in lieu of a monthly annuity. |
In addition, other payment options, actuarially equivalent to the foregoing, can be designed for a
participant, subject to certain limitations.
NONQUALIFIED DEFERRED COMPENSATION
The following table sets forth information for 2010 regarding our Nonqualified Deferred
Compensation Plan (NQDC Plan) and our Special Nonqualified Deferred Compensation Plan, which
serves primarily as a supplemental executive retirement plan (SERP). Both plans are defined
contribution plans. The assets associated with these plans are held in a grantor trust that is
administered by a third party. All assets held in the trust may be subject to forfeiture in the
event of our receivership or conservatorship. As explained in the narrative following the table,
our SERP is currently divided into three groups (Group 1, Group 2 and Group 3) based upon
differences in participation, vesting characteristics and responsibility for investment decisions.
140
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Aggregate Earnings |
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Executive Contributions |
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Registrant Contributions |
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(Losses) in Last |
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Aggregate Withdrawals/ |
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Aggregate Balance at |
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Name |
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in Last Fiscal Year ($) (1) |
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in Last Fiscal Year ($) (2) |
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Fiscal Year ($) (3) |
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Distributions ($) |
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Last Fiscal Year End ($) (4) |
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Terry Smith |
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NQDC Plan |
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2,000 |
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29,100 |
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8 |
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91,783 |
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SERP Group 1 |
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250,670 |
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63,986 |
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1,087,465 |
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SERP Group 3 |
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74,819 |
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57 |
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560,211 |
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2,000 |
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354,589 |
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64,051 |
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1,739,459 |
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Michael Sims |
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NQDC Plan |
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2,000 |
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8,400 |
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1 |
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18,380 |
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SERP Group 1 |
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66,034 |
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12,882 |
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229,383 |
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2,000 |
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74,434 |
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12,883 |
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247,763 |
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Nancy Parker |
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NQDC Plan |
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5,000 |
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7,800 |
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2 |
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23,181 |
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SERP Group 1 |
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122,153 |
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28,634 |
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493,349 |
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5,000 |
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129,953 |
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28,636 |
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516,530 |
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Paul Joiner |
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NQDC Plan |
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2,000 |
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1,920 |
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2,083 |
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45,352 |
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SERP Group 1 |
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48,664 |
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19,257 |
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309,330 |
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2,000 |
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50,584 |
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21,340 |
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354,682 |
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Tom Lewis |
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NQDC Plan |
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2,000 |
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1,380 |
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692 |
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55,529 |
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SERP Group 1 |
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20,957 |
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6,285 |
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104,359 |
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SERP Group 2 |
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860 |
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7,049 |
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2,000 |
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22,337 |
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7,837 |
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166,937 |
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(1) |
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All amounts in this column are included in the Salary column for 2010 in the Summary Compensation Table. |
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(2) |
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All amounts in this column are included in the All Other Compensation column for 2010 in the Summary Compensation Table. |
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(3) |
|
The earnings presented in this column are not included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings
column for 2010 in the Summary Compensation Table as such earnings are not at above-market or preferential rates. |
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(4) |
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The balances presented in this column are comprised of the amounts shown in the table below entitled Components of Nonqualified Deferred
Compensation Accounts at Last Fiscal Year End. |
Components of Nonqualified Deferred Compensation Accounts
at Last Fiscal Year End
The following table sets forth the amounts included in the aggregate balance of each named
executive officers nonqualified deferred compensation accounts as of December 31, 2010 that are
attributable to: (1) executive and Bank contributions that are reported in the Summary
Compensation Table; (2) executive and Bank contributions that either were reported in the summary
compensation table for 2007 or 2006 or that would have been reportable in years prior to 2006 if we
had been a registrant in those years and a summary compensation table (in the tabular format
presented above) had been required; and (3) earnings (losses) accumulated through December 31, 2010
(2010 and prior years) that either have not been reported, or would not have been reportable, in a
summary compensation table because such earnings were not at above-market or preferential rates.
Because all of our named executive officers have received distributions from our NQDC Plan, the
amounts presented exclude any prior contributions and the accumulated earnings or losses on those
contributions that have previously been distributed, as such assets are no longer held in their
NQDC Plan accounts.
141
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|
Amounts Not Previously Distributed |
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Reportable |
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|
Cumulative Earnings |
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|
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|
Amounts Reported in |
|
|
Compensation |
|
|
Excluded |
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|
|
Summary Compensation Table |
|
|
Related to Years |
|
|
from Reportable |
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|
|
Name |
|
2010 ($) |
|
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2009 ($) |
|
|
2008 ($) |
|
|
Prior to 2008 ($) |
|
|
Compensation ($) |
|
|
Total ($) |
|
Terry Smith |
|
|
356,589 |
|
|
|
344,369 |
|
|
|
247,823 |
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|
|
563,376 |
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|
|
227,302 |
|
|
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1,739,459 |
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|
Michael Sims |
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|
76,434 |
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|
|
56,980 |
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|
|
44,855 |
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|
|
40,148 |
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|
|
29,346 |
|
|
|
247,763 |
|
|
Nancy Parker |
|
|
134,953 |
|
|
|
110,294 |
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|
|
95,084 |
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|
|
112,252 |
|
|
|
63,947 |
|
|
|
516,530 |
|
|
Paul Joiner |
|
|
52,584 |
|
|
|
79,121 |
|
|
|
77,252 |
|
|
|
75,192 |
|
|
|
70,533 |
|
|
|
354,682 |
|
|
Tom Lewis |
|
|
24,337 |
|
|
|
23,918 |
|
|
|
18,383 |
|
|
|
76,775 |
|
|
|
23,524 |
|
|
|
166,937 |
|
NQDC Plan
Under our NQDC Plan, our named executive officers and other highly compensated employees may elect
to defer receipt of all or part of their VPP award and a portion of their base salary, subject in
all cases to a minimum annual deferral of $2,000. Deferral elections are made by eligible
employees in December of each year for amounts to be earned in the following year and are
irrevocable, except that participants could make new payment elections on or before December 31,
2008 with respect to both the time and form of payments of certain of their NQDC Plan account
balances due to transition relief granted by the Internal Revenue Service regarding the application
of Section 409A of the Internal Revenue Code to nonqualified deferred compensation plans. Based
upon the length of service of our named executive officers, we match 200 percent of the first 3
percent of their contributed base salary reduced by 6 percent of their eligible compensation under
our qualified plan (for 2010, the maximum compensation limit for qualified plans was $245,000).
Base salary deferred under our NQDC Plan is not included in eligible
compensation for purposes of our qualified plan. Participating executives are fully vested in
their NQDC Plan account balance at all times.
Participating executives direct the investment of their NQDC Plan account balances in an array of
externally managed mutual funds that are approved from time to time by our Deferred Compensation
Investment Committee, which is comprised of several of our senior officers. Participants can
choose from among several different investment options, including domestic and international equity
funds, bond funds, money market funds and asset allocation funds. The mutual funds offered through
the NQDC Plan (and our other non-qualified plans) employ investment strategies that are similar
(although not identical) to those used in the funds that are available to participants in our
tax-qualified 401(k) plan, which is managed by a different third-party sponsor. Participants can
change their investment selections prospectively by contacting the trust administrator. There are
no limitations on the frequency and manner in which participants can change their investment
selections.
When participants elect to defer amounts into our NQDC Plan, they also specify when the amounts
will ultimately be distributed to them. Distributions may either be made in a specific year,
whether or not their employment has then ended, or at a time that begins at or after the
participants retirement or separation. Participants can elect to receive either a lump sum
distribution or annual installment payments over periods ranging from 2 to 20 years. Once
selected, participants distribution schedules cannot be accelerated except as was permitted under
the transition relief provisions discussed above. For deferrals made on or after January 1, 2005,
a participant may postpone a distribution from the NQDC Plan to a future date that is later than
the date originally specified on the deferral election form if the following two conditions are
met: (1) the participant must make the election to postpone the distribution at least one year
prior to the date the distribution was originally scheduled to occur and (2) the future date must
be at least five years later than the originally scheduled distribution date. Participants may not
postpone deferrals made prior to January 1, 2005 without the approval of our Deferred Compensation
Investment Committee.
142
SERP
Our SERP was established primarily to provide supplemental retirement benefits to our executive
officers. As noted above, our SERP is currently divided into three groups (Group 1, Group 2 and
Group 3) based upon differences in participation, vesting characteristics and responsibility for
investment decisions. Group 2, as explained below, was established to provide benefits to a
specified group of our employees, only one of whom is a named executive officer.
Group 1
All of our named executive officers participate in Group 1. Each participants benefit in Group 1
consists of contributions made by us on the participants behalf, plus or minus an allocation of
the investment gains or losses on the assets used to fund the plan. Effective January 1, 2009,
Group 1 benefits vest on the date on which the sum of the participants age and years of service
with us is at least 70. Prior to January 1, 2009, Group 1 benefits did not vest until the
participant reached age 62. If, prior to becoming vested, the officer terminates employment for
any reason other than death or disability, or he or she is removed from Group 1, all benefits under
the plan are forfeited. The provisions of the plan provide for accelerated vesting in the event of
a participants death or disability. Contributions to the Group 1 SERP are determined solely at
the discretion of our Board of Directors and we have no obligation to make future contributions to
the Group 1 SERP. Participants are not permitted to make contributions to the Group 1 SERP. The
ultimate benefit to a participant is based solely on the contributions made by us on his or her
behalf and the earnings or losses on those contributions. We do not guarantee a specific benefit
amount or investment return to any participant. In addition, we have the right at any time to
amend or terminate the Group 1 SERP, or to remove a participant from the group at our discretion,
except that no amendment, modification or termination may reduce the then vested account balance of
any participant. Based upon his or her age and years of service with us as of December 31, 2010,
Mr. Smith, Ms. Parker and Mr. Joiner are each fully vested in his or her Group 1 benefits. If a
vested executive retires or is terminated prior to reaching age 62, that participants Group 1
account balance will be paid at the time the executive reaches age 62, in either a lump sum
distribution or annual installment payments over periods ranging from 2 to 20 years based on that
participants preexisting election. If the executive retires or is terminated after reaching age
62, or upon a separation of service at any age due to a disability, the participants Group 1
account balance will be paid at that time in either a lump sum distribution or annual installment
payments over periods ranging from 2 to 20 years based on that participants preexisting election.
If installment payments had previously been elected, the Group 1 account balance will be deposited
into our NQDC Plan and invested in accordance with the participants investment selections. If a
participant dies before reaching age 62, his or her Group 1 account balance will be paid to the
participants beneficiary in a lump sum distribution within 90 days of the participants death.
Group 1 assets are currently invested in a portfolio of mutual funds that are actively managed by
the administrator of our grantor trust. Decisions regarding the investment of the Group 1 assets
are the sole responsibility of our Deferred Compensation Investment Committee.
Group 2
Mr. Lewis is the only named executive officer who participates in Group 2. Eligibility for the
Group 2 SERP was limited to all of our employees who were employed as of June 30, 2003 but who were
not eligible to receive a special one-time supplemental contribution to our qualified plan (the
Pentegra Defined Contribution Plan for Financial Institutions) because of limitations imposed by
that plan (only employees eligible to receive a matching contribution as of December 31, 2002 were
eligible to receive the one-time supplemental contribution to our qualified plan). At the time the
SERP was established, 22 ineligible employees, including Mr. Lewis, were enrolled in Group 2. The
supplemental contribution, equal to 3 percent of each ineligible employees base salary as of June
30, 2003, was made to the Group 2 SERP to partially offset a reduction in the employee service
accrual rate applicable to our defined benefit pension plan (the Pentegra DB Plan) from 3 percent
to 2 percent effective July 1, 2003. Because our other named executive officers were eligible to
receive a matching contribution as of December 31, 2002, the special one-time supplemental
contribution was made on their behalf to our qualified plan in 2003. Our employees are not
permitted to make contributions to the Group 2 SERP, nor do we intend to make any future
contributions to the Group 2 SERP. Mr. Lewis is fully vested in the one-time contribution and the
accumulated earnings on that contribution. The ultimate benefit to be derived by Mr. Lewis from
Group 2 is dependent upon the earnings or losses generated on the one-time contribution. We have
not guaranteed a specific benefit amount or investment return to him or any of the other employees
participating in Group 2. Based on his preexisting election,
143
Mr. Lewis benefit under Group 2 is payable as a lump sum distribution upon termination of his
employment for any reason. Group 2 assets are currently invested in one of the asset allocation
funds managed by the administrator of our grantor trust. Similar to Group 1, decisions regarding
the investment of the Group 2 assets are the sole responsibility of our Deferred Compensation
Investment Committee.
Group 3
Group 3 was established solely for the benefit of Mr. Smith. Mr. Smiths Group 3 benefits vested
as of January 1, 2010 and are payable to him upon his termination of employment for any reason.
Contributions to the Group 3 SERP are determined solely at the discretion of our Board of
Directors. We have no obligation to make future contributions to the Group 3 SERP, nor is Mr.
Smith permitted to make contributions to the Group 3 SERP. The ultimate benefit to be derived by
Mr. Smith from the Group 3 SERP is based solely on the contributions we make on his behalf and the
earnings or losses on those contributions. We do not guarantee a specific benefit amount or
investment return to him. In addition, we have the right at any time to amend or terminate the
Group 3 SERP at our discretion, except that no amendment, modification or termination may reduce
Mr. Smiths then vested account balance. If Mr. Smith retires, becomes disabled or his employment
is otherwise terminated, the balance of his Group 3 SERP account will be paid as a lump sum
distribution based on his preexisting election. If Mr. Smith were to die, his Group 3 SERP account
would be paid to his beneficiary in a lump sum distribution within 90 days of his death. Mr. Smith
directs the investment of his Group 3 account balance among the same mutual funds that are
available to participants in our NQDC Plan. Mr. Smith can change his investment selections
prospectively by contacting the administrator of our grantor trust. There are no limitations on
the frequency and manner in which he can change his investment selections.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
On November 20, 2007 (Effective Date), we entered into employment agreements with each of the
named executive officers. Each of the employment agreements provides that our employment of the
executive officer will continue for three years from the Effective Date unless terminated earlier
for any of the following reasons: (1) death; (2) disability; (3) termination by us for Cause (as
discussed below); (4) termination by us for other than Cause (i.e., for any other reason or for no
reason); or (5) termination by the executive officer with Good Reason (as discussed below). As of
each anniversary of the Effective Date, an additional year is automatically added to the unexpired
term of the employment agreement unless either we or the executive officer gives a notice of
non-renewal. Within 90 days before each anniversary of the Effective Date, either we or the
executive officer may give a written notice of non-renewal and the term of the executive officers
employment will no longer be automatically extended each year. In the event a notice of
non-renewal is given by us or the executive, we may, in our sole discretion, require the executive
officer to remain employed through the remaining term of the employment agreement, or relieve the
executive officer of his or her duties at any time during the unexpired term. In 2010, neither we
nor any of the executive officers gave a notice of non-renewal. As a result, an additional year
was added to the unexpired term of each of the employment agreements.
For purposes of the employment agreements, Cause is defined to mean any of the following: (i) the
executive is convicted of a felony or a crime involving moral turpitude; (ii) the executives
conduct causes him or her to be barred from employment with us by any law or regulation or by any
order of, or agreement with, any regulatory authority; (iii) the executive commits any act
involving dishonesty, disloyalty or fraud with respect to us or any of our members; (iv) the
executive fails to perform duties which are reasonably directed by our Board of Directors and/or
our President and Chief Executive Officer which are consistent with the terms of the employment
agreement and the executives position with us; (v) gross negligence or willful misconduct by the
executive with respect to us or any of our members; or (vi) the executive violates any of our
policies or commits a material breach of a material provision of the employment agreement. For
purposes of the employment agreements, Good Reason means: (i) a reduction by us of the executives
job grade in effect as of the Effective Date, (ii) a reduction by us of the executive officers
title in effect as of the Effective Date, (iii) a reduction by us of the executives incentive
compensation award range under the VPP in effect as of the Effective Date unless the reduction is
the result of our Board of Directors modifying the VPP award ranges for all similarly situated
executives, (iv) a reduction by us of the executives base salary amount in effect as of the
Effective Date or the executives current base salary amount, whichever is greater, except if
associated with a general reduction in compensation among executives in the same job grade or
executives that are similarly situated (which reduction shall not exceed 5 percent of the
executives base
144
salary amount in effect at the time of the reduction), (v) a requirement by us that the executive
relocate his or her permanent residence more than 100 miles, or (vi) we, or substantially all of
our assets, are effectively acquired by another FHLBank through merger or other form of acquisition
and the surviving banks Board of Directors or President makes material changes to the executives
job duties. Good Reason will not exist if the executive voluntarily agrees in writing to the
changes described in the immediately preceding sentence.
Under the terms of each employment agreement, in the event that the executive officers employment
with us is terminated either by the executive officer for Good Reason or by us other than for
Cause, or in the event that either we or the executive officer gives notice of non-renewal and we
relieve the executive officer of his or her duties under the employment agreement (each, a
Triggering Event), the executive officer shall be entitled to receive the following payments
(each, a Termination Payment and collectively, the Termination Payments):
|
i) |
|
all accrued and unpaid base salary for time worked through the date
of termination of the executive officers employment (Termination
Date); |
|
|
ii) |
|
all accrued but unutilized vacation time as of the Termination Date; |
|
|
iii) |
|
base salary continuation (at the base salary in effect at the time
of termination) from the Termination Date through the end of the
remaining term of the employment agreement; |
|
|
iv) |
|
continued participation in any incentive compensation plan in
existence as of the Termination Date, provided that all other
eligibility and performance objectives are met, as if the executive
officer had continued employment through December 31 of the year in
which the termination occurs (the executive officer will not be
eligible for incentive compensation with respect to any year
following the year of termination); |
|
|
v) |
|
continuation of any elective health care benefits that we are
providing to the executive officer as of his or her Termination
Date in accordance with the terms of our general Reduction in
Workforce Policy (under this policy, the continuation of health
care benefits is limited to no more than a one-year period); and |
|
|
vi) |
|
a lump sum payment calculated based on the product of (X) and (Y)
where X means the then current monthly premium charge for the
COBRA Continuation Coverage under the health care benefits plan of
the kind the executive officer then subscribes to and Y means (a)
the number of months for which base salary is payable under (iii)
above minus (b) the number of months of health care benefits
coverage provided to the executive officer under (v) above. |
In addition to the amounts in items (i) through (vi) above, the executive officer will be entitled
to receive the amount in his or her Group 1 SERP account (either in a lump sum distribution or
annual installment payments as described above), provided he or she is vested in such benefits at
the time of a Triggering Event. In the case of Mr. Smith, his Group 3 SERP account balance would
also become payable as he vested in those benefits on January 1, 2010.
If the executive officers employment with us is terminated for any reason other than a Triggering
Event, the executive officer will be entitled only to the amounts in items (i) and (ii) above
provided, however, if his or her termination is due to a death or disability or if he or she is
otherwise vested, the executives Group 1 SERP account balance would become payable to the
executive (or his or her beneficiary) either in a lump sum distribution or annual installment
payments as described above. Further, in the case of Mr. Smith, his Group 3 SERP account balance
is payable as a lump sum distribution upon termination of his employment for any reason. Similarly,
in the case of Mr. Lewis, his Group 2 SERP account balance is payable as a lump sum distribution
upon termination of his employment for any reason.
The employment agreements provide that the executive officer will not be entitled to any other
salary, incentive compensation or severance payments other than those specified above or as
required by applicable law.
The terms of the employment agreements also specify that the right to receive payments under items
(iii) through (vi) above is contingent upon the executive officer signing a general release of all
claims against us and refraining from: (1) becoming employed by any other FHLBank or other entity
in which the executive officer would serve in a role to affect that entitys decisions with respect
to any product or service that competes with our credit products
145
during the period in which the executive officer is owed Termination Payments; (2) soliciting,
contacting, calling upon, communicating with or attempting to communicate with any of our members
with which the executive officer had business dealings while employed by us with respect to any
product or service that competes with our credit products during the period in which the executive
officer is owed Termination Payments; and (3) recruiting, hiring or engaging the services of any of
our employees with whom the executive officer had contact during the executive officers employment
with us for a period of one year after his or her Termination Date. The executive officer may
irrevocably elect, prior to his or her Termination Date, not to receive the Termination Payments
provided for in items (iii) through (vi) above and, if the executive officer makes such election,
he or she will be released from any obligation to comply with clauses (1) and (2) in the
immediately preceding sentence.
The following table sets forth the amounts (or, in the case of the pro rata portion of the 2010
LTIP awards, an estimate of the amounts) that would have been payable to our named executive
officers as of December 31, 2010 if a Triggering Event had occurred on that date. As of December
31, 2010, health care benefits continuation for these executive officers under our Reduction in
Workforce Policy would have ranged from 6 months (in the case of Mr. Lewis) to one year (in the
case of Ms. Parker and Messrs. Smith, Sims and Joiner). If the Triggering Event had been related to
a sale of us or substantially all of our assets through a merger or other form of sale (for
purposes of this discussion and the table below, a sale), then a pro rata portion of the named
executive officers 2010 LTIP awards would also have been payable on December 31, 2010. Because
the achievement levels under our 2010 LTIP are not determinable until the end of the three-year
Performance Period (i.e., December 31, 2012), the related amounts presented in the table below are
estimates that were based solely on the assumption that a determination would have been made that
the target objective for each of the five goals contained in our 2010 LTIP had been achieved.
Because the LTIP does not address how such a determination would be made if a sale occurred on a
date other than the last day of a Performance Period (nor does it address how such a determination
would be made in connection with any other significant transaction if such transaction occurred on
a date other than the last day of a Performance Period, as discussed below), the calculation of
this benefit would be determined by the Compensation and Human Resources Committee in its capacity
as the administrator of the plan. As discussed more fully in the narrative preceding the second
table in the Grants of Plan-Based Awards section beginning on page 135, the ultimate awards that
can be earned by our named executive officers under our LTIP (other than the maximum payouts) can
vary significantly. The maximum pro rata 2010 LTIP awards that could have been payable on December
31, 2010 if a sale had occurred on that date would have been equal to one-third of the amounts
presented in the maximum column of the table presented on page 137 of this report. Specifically,
these maximum pro rata amounts would have been $75,433 for Mr. Smith, $32,484 for Mr. Sims, $31,641
for Ms. Parker, $23,372 for Mr. Joiner and $22,613 for Mr. Lewis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
Estimated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undiscounted |
|
|
|
|
|
|
|
|
|
|
Termination |
|
|
Estimated |
|
|
Termination |
|
|
|
Accrued/ |
|
|
Accrued/ |
|
|
Undiscounted |
|
|
|
|
|
|
Value of |
|
|
COBRA |
|
|
|
|
|
|
Benefit if |
|
|
Pro Rata |
|
|
Benefit if |
|
|
|
Unpaid Base |
|
|
Unused |
|
|
Value of |
|
|
2010 |
|
|
Health Care |
|
|
Continuation |
|
|
|
|
|
|
Triggering Event |
|
|
2010 |
|
|
Triggering Event |
|
|
|
Salary as of |
|
|
Vacation as |
|
|
Base Salary |
|
|
VPP |
|
|
Benefits |
|
|
Coverage Lump |
|
|
|
|
|
|
was Unrelated |
|
|
LTIP |
|
|
was Related |
|
Name |
|
12/31/10 ($) |
|
|
of 12/31/10 ($) |
|
|
Continuation ($) |
|
|
Award ($) |
|
|
Continuation ($) |
|
|
Sum Payment ($) |
|
|
SERP ($) |
|
|
to a Sale ($) |
|
|
Award ($) |
|
|
to a Sale ($) |
|
Terry Smith |
|
|
|
|
|
|
|
|
|
|
2,109,092 |
|
|
|
322,291 |
|
|
|
12,373 |
|
|
|
28,307 |
|
|
|
1,647,676 |
|
|
|
4,119,739 |
|
|
|
53,047 |
|
|
|
4,172,786 |
|
|
Michael Sims |
|
|
|
|
|
|
7,404 |
|
|
|
1,112,329 |
|
|
|
116,222 |
|
|
|
21,243 |
|
|
|
48,592 |
|
|
|
|
|
|
|
1,305,790 |
|
|
|
22,138 |
|
|
|
1,327,928 |
|
|
Nancy Parker |
|
|
|
|
|
|
4,327 |
|
|
|
1,083,438 |
|
|
|
113,203 |
|
|
|
6,615 |
|
|
|
15,137 |
|
|
|
493,349 |
|
|
|
1,716,069 |
|
|
|
21,563 |
|
|
|
1,737,632 |
|
|
Paul Joiner |
|
|
|
|
|
|
27,966 |
|
|
|
800,299 |
|
|
|
83,619 |
|
|
|
21,045 |
|
|
|
48,592 |
|
|
|
309,330 |
|
|
|
1,290,851 |
|
|
|
15,928 |
|
|
|
1,306,779 |
|
|
Tom Lewis |
|
|
|
|
|
|
|
|
|
|
774,297 |
|
|
|
80,903 |
|
|
|
10,523 |
|
|
|
61,268 |
|
|
|
7,049 |
|
|
|
934,040 |
|
|
|
15,410 |
|
|
|
949,450 |
|
146
The components of the SERP-related payment in the table above are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SERP |
|
|
SERP |
|
|
SERP |
|
|
Total |
|
Name |
|
Group 1 ($) |
|
|
Group 2 ($) |
|
|
Group 3 ($) |
|
|
SERP ($) |
|
Terry Smith |
|
|
1,087,465 |
|
|
|
|
|
|
|
560,211 |
|
|
|
1,647,676 |
|
|
Michael Sims |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
493,349 |
|
|
|
|
|
|
|
|
|
|
|
493,349 |
|
|
Paul Joiner |
|
|
309,330 |
|
|
|
|
|
|
|
|
|
|
|
309,330 |
|
|
Tom Lewis |
|
|
|
|
|
|
7,049 |
|
|
|
|
|
|
|
7,049 |
|
If during a three-year LTIP Performance Period a named executive officers employment with us
is terminated due to death, disability, retirement (provided the officer is age 55 or older with at
least 10 years of service at the time of his or her retirement) or special circumstances as
approved by our Board of Directors (which may include, but is not limited to, a significant change
in a named executive officers job responsibilities other than for cause), the LTIP award relating
to that three-year Performance Period will, to the extent the performance goals for such
Performance Period are ultimately satisfied, be treated as earned in a pro rata manner based upon
the relative portion of the Performance Period prior to the executives termination of employment.
The LTIP award would become vested on the last day of the Performance Period in which the
termination occurs and would be payable no later than March 15 of the year following the year in
which the award became vested. If a termination of a named executive officer had occurred on
December 31, 2010 for any of the reasons cited in the first sentence of this paragraph, the
executive (or his or her beneficiary in the event of the executives death) would have been
entitled (provided that any of the conditions described in that sentence were met) to receive in
early 2013 one-third of the 2010 LTIP award that would be calculable following the end of that
plans Performance Period on December 31, 2012. As of December 31, 2010, Ms. Parker and Mr. Joiner
were the only named executive officers that satisfied the eligibility requirements to receive a pro
rata 2010 LTIP award in connection with a planned, voluntary retirement. For an estimate of the
amounts that would have been payable in early 2013 to our named executive officers under the 2010
LTIP if such executives employment with us had been terminated on December 31, 2010 due to his or
her death, disability, retirement (in the case of Ms. Parker and Mr. Joiner only) or special
circumstances as approved by our Board of Directors, please refer to the column entitled Estimated
Pro Rata 2010 LTIP Award in the table above and, importantly, the narrative preceding that table.
If during a three-year LTIP Performance Period: (1) we are merged or consolidated with or
reorganized into or with another FHLBank or other entity, or another FHLBank or other entity is
merged or consolidated into us; (2) we sell or transfer all or substantially all of our business
and/or assets to another FHLBank or other entity; or (3) we are liquidated or dissolved (each, a
Significant Transaction), then any portion of an LTIP award that has not otherwise become vested
as of the date of the Significant Transaction would be treated as earned and vested effective as of
the date of the Significant Transaction, in a pro rata manner equivalent to the period of time
during the Performance Period that the named executive officer participated in the LTIP prior to
the date of the Significant Transaction. The pro rata LTIP award would be payable on the date on
which the Significant Transaction occurs. In the case of a Significant Transaction, LTIP-related
payments are not conditioned upon a termination of the executives employment with us. For an
estimate of the amounts that would have been payable to our named executive officers under the 2010
LTIP as of December 31, 2010 if a Significant Transaction had occurred on that date, please refer
to the column entitled Estimated Pro Rata 2010 LTIP Award in the table above and, importantly, the
narrative preceding that table.
In the event of the death or disability of any of our named executive officers, we have no
obligation to provide any life insurance or disability benefits beyond those that are provided for
in our group life and disability insurance programs that are available generally to all salaried
employees and that do not discriminate in scope, terms or operation in favor of our executive
officers, with the following exception. Under our short-term disability plan, officers (including
but not limited to our executive officers) are entitled to receive an income benefit equal to 100
147
percent of their base salary for up to 6 months. For non-officers, the plan provides an income
benefit equal to 50 percent of their base salary for up to 6 months. In each case, the employee
must first use up all of his or her accrued and unused vacation and flex leave. Except as
previously noted with regard to our SERP, our qualified and nonqualified retirement plans do not
provide for any enhancements or accelerated vesting in connection with a termination, including a
termination resulting from any of the triggering events described above or the death or disability
of a named executive officer. Following a termination for any reason, the balance of a named
executive officers NQDC Plan account would be distributed pursuant to the instructions in his or
her deferral election forms and he or she would be entitled to cash out any accrued and unused
vacation. Other than the benefits described above in connection with each covered circumstance and
ordinary retirement benefits subject to applicable requirements for those benefits (such as
eligibility), we do not provide any post-employment benefits or perquisites to any employees,
including our named executive officers.
We also sponsor a retirement benefits program that includes health care and life insurance benefits
for eligible retirees. While eligibility for participation in the program and required participant
contributions vary depending upon an employees age, hire date and length of service, the
provisions of the plan apply equally to all employees, including our named executive officers. For
a discussion of our retirement benefits program, see pages F-43 through F-46 of this Annual Report
on Form 10-K.
On July 30, 2008, the Housing and Economic Recovery Act of 2008 was enacted. Among other things,
this legislation gave the Director of the Finance Agency (the Director) the authority to limit,
by regulation or order, any golden parachute payment. In September 2008, the Finance Agency issued
an interim final regulation relating to golden parachute payments (the Golden Parachute
Regulation). The Golden Parachute Regulation defines a golden parachute payment as any payment
(or any agreement to make any payment) in the nature of compensation by any FHLBank for the benefit
of certain parties (including a FHLBanks officers) that (i) is contingent on, or by its terms is
payable on or after, the termination of such partys primary employment or affiliation with the
FHLBank and (ii) is received on or after the date on which one of the following events occurs: (a)
the FHLBank became insolvent; (b) any conservator or receiver is appointed for the FHLBank; or (c)
the Director determines that the FHLBank is in a troubled condition. Additionally, any payment
that would be a golden parachute payment but for the fact that such payment was made before the
date that one of the above-described events occurred will be treated as a golden parachute payment
if the payment was made in contemplation of the event.
The following types of payments are excluded from the definition of golden parachute payment
under the Golden Parachute Regulation: (i) any payment made pursuant to a retirement plan that is
qualified (or is intended within a reasonable period of time to be qualified) under Section 401 of
the Internal Revenue Code of 1986 or pursuant to a pension or other retirement plan that is
governed by the laws of any foreign country; (ii) any payment made pursuant to a bona fide deferred
compensation plan or arrangement that the Director determines, by regulation or order, to be
permissible; or (iii) any payment made by reason of death or by reason of termination caused by the
disability of the officer.
On June 29, 2009, the Finance Agency issued a proposed rule to amend the Golden Parachute
Regulation to, among other things, address in more detail prohibited and permissible golden
parachute payments. In addition to the payments described above that are excluded from the
definition of golden parachute payment, the proposed rule would specify that golden parachute
payment also does not include (i) any payment made pursuant to a benefit plan as defined in the
proposed rule (which includes employee welfare benefit plans as defined in section 3(1) of the
Employee Retirement Income Security Act of 1974); (ii) any payment made pursuant to a
nondiscriminatory severance pay plan or arrangement that provides for payment of severance benefits
of generally no more than 12 months prior base compensation to all eligible employees upon
involuntary termination other than for cause, voluntary resignation, or early retirement, subject to certain exceptions; (iii) any severance or
similar payment that is required to be made pursuant to a state statute or foreign law that is
applicable to all employers within the appropriate jurisdiction (with the exception of employers
that may be exempt due to their small number of employees or other similar criteria); or (iv) any
other payment that the Director determines to be permissible. The proposed rule would also define
bona fide deferred compensation plan or arrangement to clarify when a payment made pursuant to a
deferred compensation plan or arrangement would be excluded from the definition of golden
parachute payment.
148
In the preamble to the proposed rule, the Finance Agency stated that it intends that the proposed
amendments would apply to agreements entered into by a FHLBank on or after the date the regulation
is effective. If the Finance Agency were to issue a final rule that applies the provisions of the
proposed amendments to agreements in existence before the date the final rule was effective (which
would include our existing employment agreements), the effect of the proposed amendments would be
to reduce payments that might otherwise be payable to our named executive officers if a Triggering
Event were to occur at a time at which we were (or it was contemplated that we could become)
insolvent, in a troubled condition or the subject of a conservatorship or receivership.
DIRECTOR COMPENSATION
Director fees and reimbursable expenses are determined at the discretion of our board of directors,
subject to the authority of the Finance Agencys Director to object to, and to prohibit
prospectively, compensation and/or expenses that he or she determines are not reasonable. For
2010, our directors received fees based on the number of our regularly scheduled board meetings
that they attended in person and the number and type of telephonic meetings in which they
participated, subject to a maximum compensation limit. The following table sets forth the annual
compensation limits and attendance fees that our directors were entitled to receive for each
regular board meeting that they attended in 2010 (subject to a maximum of six meetings). In
addition, each director was entitled to receive (subject to the annual compensation limits) $1,000
for his or her participation in each of our quarterly telephonic Audit Committee meetings that were
held in connection with the filing of our quarterly and annual reports with the Securities and
Exchange Commission and $500 for their participation in any special telephonic meetings of the
Board of Directors or any of its committees that were held for any other purpose.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee For |
|
|
|
Annual |
|
|
Attendance at |
|
|
|
Compensation |
|
|
Each Regular |
|
|
|
Limit for 2010 |
|
|
Board Meeting |
|
Chairman of the Board |
|
$ |
60,000 |
|
|
$ |
9,500 |
|
Vice Chairman of the Board |
|
|
55,000 |
|
|
|
8,500 |
|
Chairman of the Audit Committee |
|
|
55,000 |
|
|
|
8,500 |
|
Chairmen of all other Board Committees |
|
|
50,000 |
|
|
|
8,000 |
|
All other Directors |
|
|
45,000 |
|
|
|
7,000 |
|
The following table sets forth the actual compensation earned by our directors in 2010. Two of the
directors presented in the table, Bobby L. Chain and John B. Stahler, no longer serve on our board
of directors. The terms of Messrs. Chain and Stahler expired on December 31, 2010.
149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity |
|
|
Value and Nonqualified |
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Deferred Compensation |
|
|
All Other |
|
|
|
|
Name |
|
Paid in Cash ($) |
|
|
Awards ($) |
|
|
Awards ($) |
|
|
Compensation ($) |
|
|
Earnings ($) |
|
|
Compensation ($) |
|
|
Total ($) |
|
Lee R. Gibson, Chairman
in 2010 |
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
60,000 |
|
Mary E. Ceverha, Vice
Chairman in 2010 |
|
|
55,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
55,000 |
|
Patricia P. Brister |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Bobby L. Chain |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
James H. Clayton |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
C. Kent Conine |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Julie A. Cripe |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Howard R. Hackney |
|
|
55,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
55,000 |
|
Charles G. Morgan, Jr. |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
James W. Pate, II |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Joseph F. Quinlan, Jr. |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Robert M. Rigby |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
John P. Salazar |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Margo S. Scholin |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Anthony S. Sciortino |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
John B. Stahler |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
Ron G. Wiser |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
|
|
|
* |
|
Our directors did not receive any other form of compensation in 2010 other than the
limited perquisites which are discussed below. For each director, the aggregate amount of
such perquisites was less than $10,000. |
Through December 31, 2010, our directors could defer any or all of their fees under the terms
of a separate nonqualified deferred compensation plan (the Directors NQDC Plan). While separate
from the NQDC Plan that was available to our highly compensated employees, the Directors NQDC Plan
operated in a similar manner. Effective January 1, 2011, the NQDC Plan and the Directors NQDC Plan
were combined into one plan for purposes of administrative efficiencies. All employee and director
deferrals that were made prior to January 1, 2011 will continue to be governed by the terms of the
NQDC Plan and the Directors NQDC Plan, respectively. The
provisions of the combined plan relating to employee and director deferrals are substantially the
same as those contained in the NQDC Plan and the Directors NQDC Plan, respectively. The assets
associated with the Directors NQDC Plan are held in the same grantor trust that is used for our
NQDC Plan and SERP. Deferral elections must be made in December of each year for amounts to be
earned in the following year and are irrevocable, except that participating board members could
make new payment elections on or before December 31, 2008 with respect to both the time and form of
payments of certain of their account balances due to transition relief granted by the Internal
Revenue Service regarding the application of Section 409A of the Internal Revenue Code to
nonqualified deferred compensation plans. Participating board members can elect to receive either a
single lump sum distribution or annual installment payments over periods ranging from 2 to 20
years. Likewise, directors distribution schedules cannot be accelerated (except as was permitted
under the transition relief provisions discussed above) but they can be postponed under the same
rules that apply to our NQDC Plan. Participating board members direct the investment of their
deferred fees among the same externally managed mutual funds that are available to participants in
our NQDC Plan. As the earnings derived from these mutual funds are not at above-market or
preferential rates, they are not included in the table above. Our liability under the Directors
NQDC Plan, which consists of the accumulated compensation deferrals and the accrued earnings or
losses on those deferrals, totaled $1,008,000 at December 31, 2010.
We have a policy under which we will reimburse our directors for the travel expenses of a spouse
accompanying them to no more than two of our board meetings each year. In addition, we will
reimburse our directors for the meal expenses of a spouse accompanying them to any of our board
meetings. In 2010, all but one of the directors presented in the table used this benefit to some
extent at a total cost to us of $42,587. As no individual director was reimbursed more than $5,440
for spousal travel and meal expenses, these perquisites are not reportable as compensation in the
table above.
In accordance with Finance Agency regulations, we have established a formal policy governing the
travel reimbursement provided to our directors. During 2010, our directors Bank-related travel
expenses totaled $425,916, not including the spousal travel and meal reimbursements described
above.
150
For 2011, our directors will again receive fees based on the number of our regularly scheduled
board meetings that they attend in person and the number and type of telephonic meetings in which
they participate, subject to a maximum compensation limit. The following table sets forth the
annual compensation limits and attendance fees that our directors will be entitled to receive for
each regular board meeting that they attend in 2011 (subject to a maximum of six meetings). In
addition, each director will receive (subject to the annual compensation limits) $1,000 for his or
her participation in each of our quarterly telephonic Audit Committee meetings that are held in
connection with the filing of our quarterly and annual reports with the Securities and Exchange
Commission and $500 for their participation in any special telephonic meetings of the Board of
Directors or any of its committees that are held for any other purpose.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee For |
|
|
|
Annual |
|
|
Attendance |
|
|
|
Compensation |
|
|
at Each Regular |
|
|
|
Limit for 2011 |
|
|
Board Meeting |
|
Chairman of the Board |
|
$ |
70,000 |
|
|
$ |
11,000 |
|
Vice Chairman of the Board |
|
|
65,000 |
|
|
|
10,000 |
|
Chairman of the Audit Committee |
|
|
65,000 |
|
|
|
10,000 |
|
Chairmen of all other Board Committees |
|
|
55,000 |
|
|
|
8,750 |
|
All other Directors |
|
|
50,000 |
|
|
|
7,750 |
|
In 2011, we will also pay our Chairman of the Board, Lee R. Gibson, $10,000 as compensation for his
service as the Chairman of the Council of Federal Home Loan Banks.
Compensation Committee Interlocks and Insider Participation
None of our directors who served on our Compensation and Human Resources Committee during 2010 was,
prior to or during 2010, an officer or employee of the Bank, nor did they have any relationships
requiring disclosure under applicable related party requirements. None of our executive officers
served as a member of the compensation committee (or similar committee) or board of directors of
any entity whose executive officers served on our Compensation and Human Resources Committee or
Board of Directors.
151
|
|
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
The Bank has only one class of stock authorized and outstanding, Class B Capital Stock, $100 par
value per share. The Bank is a cooperative and all of its outstanding capital stock is owned by
its members or, in some cases, by former members or non-member institutions that have acquired
stock by virtue of acquiring member institutions. All shareholders are financial institutions. No
individual owns any of the Banks capital stock. As a condition of membership, members are
required to maintain an investment in the capital stock of the Bank that is equal to a percentage
of the members total assets, subject to minimum and maximum thresholds. Members are required to
hold additional amounts of capital stock based upon an activity-based investment requirement.
Financial institutions that cease to be members are required to continue to comply with the Banks
activity-based investment requirement until such time that the activities giving rise to the
requirement have been fully extinguished.
As provided by statute and as further discussed in Item 10 Directors, Executive Officers and
Corporate Governance, the only voting right conferred upon the Banks members is for the election
of directors. Each member directorship is designated to one of the five states in the Banks
district and a member is entitled to vote only for member director candidates for the state in
which the members principal place of business is located. In addition, all eligible members in
the Banks district are entitled to vote for the nominees for independent directorships. In each
case, a member is entitled to cast, for each applicable directorship, one vote for each share of
capital stock that the member is required to hold, subject to a statutory limitation. Under this
limitation, the total number of votes that a member may cast is limited to the average number of
shares of the Banks capital stock that were required to be held by all members in that members
state as of the record date for voting. Non-member shareholders are not entitled to cast votes for
the election of directors.
As of February 28, 2011, there were 14,952,080 shares of the Banks capital stock (including
mandatorily redeemable capital stock) outstanding. The following table sets forth certain
information with respect to each shareholder that beneficially owned more than five percent of the
Banks outstanding capital stock as of February 28, 2011. Each shareholder has sole voting and
investment power for all shares shown (subject to the restrictions described above), none of which
represent shares with respect to which the shareholder has a right to acquire beneficial ownership.
Beneficial Owners of More than 5% of the Banks Outstanding Capital Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
Number of |
|
|
Outstanding |
|
Name and Address of Beneficial Owner |
|
Shares Owned |
|
|
Shares Owned |
|
Wells Fargo Bank South Central, National Association |
|
|
|
|
|
|
|
|
2005 Taylor Street, Houston, TX 77007 |
|
|
1,678,185 |
|
|
|
11.22 |
% |
|
Comerica Bank |
|
|
|
|
|
|
|
|
1717 Main Street, Dallas, TX 75201 |
|
|
1,275,000 |
|
|
|
8.53 |
% |
The Bank does not offer any type of compensation plan under which its equity securities are
authorized to be issued to any person. Nine of the Banks 16 directorships are held by member
directors who by law must be officers or directors of a member of the Bank. The following table
sets forth, as of February 28, 2011, the number of shares owned beneficially by members that have
one of their officers or directors serving as a director of the Bank and the name of the director
of the Bank who is affiliated with each such member. Each shareholder has sole voting and
investment power for all shares shown (subject to the restrictions described above), none of which
represent shares with respect to which the shareholder has a right to acquire beneficial ownership.
152
Security Ownership of Directors Financial Institutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Percentage of |
|
|
Bank Director Affiliated with |
|
of Shares |
|
Outstanding |
Name and Address of Beneficial Owner |
|
Beneficial Owner |
|
Owned ** |
|
Shares Owned |
Southside Bank
1201 South Beckham, Tyler, TX 75701
|
|
Lee R. Gibson
|
|
|
291,837 |
|
|
|
1.95 |
% |
|
Texas Bank and Trust Company
300 East Whaley, Longview, TX 75601
|
|
Howard R. Hackney
|
|
|
31,674 |
|
|
|
* |
|
|
State-Investors Bank
1041 Veterans Boulevard, Metairie, LA 70005
|
|
Anthony S. Sciortino
|
|
|
13,606 |
|
|
|
* |
|
|
Arkansas Bankers Bank
325 West Capitol Avenue, Suite 300,
Little Rock, AR 72201
|
|
Joseph F. Quinlan, Jr.
|
|
|
13,092 |
|
|
|
* |
|
|
First National Bankers Bank
7813 Office Park Boulevard, Baton Rouge, LA 70809
|
|
Joseph F. Quinlan, Jr.
|
|
|
7,298 |
|
|
|
* |
|
|
Planters Bank and Trust Company
212 Catchings Street, Indianola, MS 38751
|
|
James H. Clayton
|
|
|
4,236 |
|
|
|
* |
|
|
Liberty Bank
5801 Davis Boulevard, North Richland Hills, TX
76180
|
|
Robert M. Rigby
|
|
|
3,819 |
|
|
|
* |
|
|
Bank of the Southwest
226 North Main Street, Roswell, NM 88201
|
|
Ron G. Wiser
|
|
|
3,538 |
|
|
|
* |
|
|
OMNIBANK, N.A.
4328 Old Spanish Trail, Houston, TX 77021
|
|
Julie A. Cripe
|
|
|
3,468 |
|
|
|
* |
|
|
Pine Bluff National Bank
912 Poplar Street, Pine Bluff, AR 71601
|
|
Charles G. Morgan, Jr.
|
|
|
2,490 |
|
|
|
* |
|
|
Hot Springs Bank & Trust Company
4446 Central Avenue, Hot Springs, AR 71913
|
|
Charles G. Morgan, Jr.
|
|
|
1,042 |
|
|
|
* |
|
|
Mississippi National Bankers Bank
300 Concourse Boulevard, Ridgeland, MS 39157
|
|
Joseph F. Quinlan, Jr.
|
|
|
1,186 |
|
|
|
* |
|
|
All Directors Financial Institutions as a group
|
|
|
|
|
377,286 |
|
|
|
2.52 |
% |
|
|
|
* |
|
Indicates less than one percent ownership.
|
|
** |
|
All shares owned by the Directors Financial Institutions are pledged as collateral to secure extensions of credit from the Bank. |
153
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE |
Transactions with Related Persons
Our capital stock can only be held by our members, by non-member institutions that acquire stock by
virtue of acquiring member institutions, or by our former members that retain capital stock to
support advances or other activity that remains outstanding or until any applicable stock
redemption or withdrawal notice period expires. All members are required by law to purchase our
capital stock. As a cooperative, our products and services are provided almost exclusively to our
shareholders. In the ordinary course of business, transactions between us and our shareholders are
carried out on terms that either are determined by competitive bidding in the case of auctions for
our advances and deposits or are established by us, including pricing and collateralization terms,
under our Member Products and Credit Policy, which treats all similarly situated members on a
non-discriminatory basis. We provide, in the ordinary course of business, products and services to
members whose officers or directors may serve as our directors (Directors Financial
Institutions). Currently, 9 of our 16 directors are officers or directors of member institutions.
Our products and services are provided to Directors Financial Institutions and to holders of more
than five percent of our capital stock on terms that are no more favorable to them than comparable
transactions with our other similarly situated members.
We have adopted written policies prohibiting our employees and directors from accepting any
personal benefits where such acceptance may create either the appearance of, or an actual conflict
of interest. These policies also prohibit our employees and directors from having a direct or
indirect financial interest that conflicts, or appears to conflict, with such employees or
directors duties and responsibilities to us, subject to certain exceptions. Any of our employees
who regularly deal with our members or major banks that do business with us must disclose any
personal financial relationships with such members or major banks annually in a manner that we
prescribe. Our directors are required to disclose all actual or apparent conflicts of interest and
any financial interest of the director or an immediate family member or business associate of the
director in any matter to be considered by the Board of Directors. Directors must refrain from
participating in the deliberations regarding or voting on any matter in which they, any immediate
family members or any business associates have a financial interest, except that member directors
may vote on the terms on which our products are offered to all members and other routine corporate
matters, such as the declaration of dividends. With respect to our AHP, directors and employees
may not participate in or attempt to influence decisions by us regarding the evaluation, approval,
funding or monitoring, or any remedial process for an AHP project if the director or employee, or a
family member of such individual, has a financial interest in, or is a director, officer or
employee of, an organization involved in such AHP project.
In addition, our Board of Directors has adopted a written policy for the review and approval or
ratification of a related person transaction as defined by policy (the Transactions with Related
Persons Policy). The Transactions with Related Persons Policy requires that each related person
transaction must be presented to the Audit Committee of the Board of Directors for review and
consideration. Those members of the Audit Committee who are not related persons with respect to
the related person transaction in question will consider the transaction to determine whether, if
practicable, the related person transaction will be conducted on terms that are no less favorable
than the terms that could be obtained from a non-related person or an otherwise unaffiliated third
party on an arms-length basis. In making such determination, the Audit Committee will review all
relevant factors regarding the goods or services that form the basis of the related party
transaction, including, as applicable, (i) the nature of the goods or services, (ii) the scope and
quality of the goods or services, (iii) the timing of receiving the goods or services through the
related person transaction versus a transaction not involving a related person or an otherwise
unaffiliated third party, (iv) the reputation and financial standing of the provider of the goods
or services, (v) any contractual terms and (vi) any competitive alternatives (if practicable).
After review, the Audit Committee will approve such transaction only if the Audit Committee
reasonably believes that the transaction is in, or is not opposed to, our best interests. If a
related person transaction is not presented to the Audit Committee for review in advance of such
transaction, the Audit Committee may ratify such transaction only if the Audit Committee reasonably
believes that the transaction is in, or is not opposed to, our best interests.
A related person is defined by the Transactions with Related Persons Policy to be (i) any person
who was one of our directors or executive officers at any time since the beginning of our last
fiscal year, (ii) any immediate family
154
member of any of the foregoing persons and (iii) any of our members or non-member institutions
owning more than five percent of our total outstanding capital stock when the transaction occurred
or existed.
For purposes of the Transactions with Related Persons Policy, a related person transaction is a
transaction, arrangement or relationship (or any series of similar transactions, arrangements or
relationships) in which we were, are or will be a participant and in which any related person has
or will have a direct or indirect material interest. The Transactions with Related Persons Policy
generally includes as exceptions to the definition of related person transaction those exceptions
set forth in Item 404(a) of Regulation S-K (and the related instructions to that item) promulgated
under the Exchange Act, except that employment relationships or transactions involving our
executive officers and any related compensation resulting solely from that employment relationship
or transaction do not require review and approval or ratification by the Audit Committee under the
Transactions with Related Persons Policy. Additionally, in connection with the registration of our
capital stock under Section 12 of the Exchange Act, the SEC issued a no-action letter dated
September 13, 2005 concurring with our view that, despite registration of our capital stock under
Section 12(g) of the Exchange Act, disclosure of related party transactions pursuant to the
requirements of Item 404 of Regulation S-K is not applicable to us to the extent that such
transactions are in the ordinary course of our business. Also, the HER Act specifically exempts the
FHLBanks from periodic reporting requirements under the securities laws pertaining to the
disclosure of related party transactions that occur in the ordinary course of business between the
FHLBanks and their members. The policy, therefore, also excludes from the definition of related
person transaction acquisitions or sales of our capital stock by members or non-member
institutions, payment by us of dividends on our capital stock and provision of our products and
services to members. This exception applies to Directors Financial Institutions.
Since January 1, 2010, we have not engaged in any transactions with any of our directors, executive
officers, or any members of their immediate families that require disclosure under applicable rules
and regulations, including Item 404 of Regulation S-K. Additionally, since January 1, 2010, we have
not had any dealings with entities that are affiliated with our directors that require disclosure
under applicable rules and regulations. None of our directors or executive officers or any of their
immediate family members has been indebted to us at any time since January 1, 2010.
As of December 31, 2010 and 2009, advances outstanding to Directors Financial Institutions
aggregated $0.704 billion and $1.169 billion, respectively, representing 2.8 percent and 2.5
percent, respectively, of our total outstanding advances as of those dates.
Director Independence
General
Our Board of Directors is currently comprised of 16 directors. Nine of our directors were elected
by our member institutions to represent the five states in our district (member directors) while
seven of our directors were elected by a plurality of our members at-large (independent
directors). All member directors must be an officer or director of a member institution, but no
member director can be one of our employees or officers. Independent directors, as well as their
spouses, are prohibited from serving as an officer of any FHLBank and (subject to the specific
exception noted below) from serving as a director, officer or employee of a member of the FHLBank
on whose board the director serves, or of any recipient of advances from that FHLBank. The
exception provides that an independent director or an independent directors spouse may serve as a
director, officer or employee of a holding company that controls one or more members of, or
recipients of advances from, the FHLBank if the assets of all such members or recipients of
advances constitute less than 35 percent of the assets of the holding company, on a consolidated
basis. Additional discussion of the qualifications of member and independent directors is included
above under Item 10 Directors, Executive Officers and Corporate Governance.
We are required to determine whether our directors are independent pursuant to three distinct
director independence standards. First, Finance Agency regulations establish independence criteria
for directors who serve as members of our Audit Committee. Second, the HER Act requires us to
comply with Rule
10A-3 of the Exchange Act regarding independence standards relating to audit committees. Third,
the SECs rules and regulations require that our Board of Directors apply the definition of
independence of a national securities exchange or inter-dealer quotation system to determine
whether our directors are independent.
155
Finance Agency Regulations
The Finance Agencys regulations prohibit directors from serving as members of our Audit Committee
if they have one or more disqualifying relationships with us or our management that would interfere
with the exercise of that directors independent judgment. Disqualifying relationships include
employment with us currently or at any time during the last five years; acceptance of compensation
from us other than for service as a director; being a consultant, advisor, promoter, underwriter or
legal counsel for us currently or at any time within the last five years; and being an immediate
family member of an individual who is or who has been within the past five years, one of our
executive officers. The current members of our Audit Committee are Howard R. Hackney, Ron G. Wiser,
Mary E. Ceverha, Lee R. Gibson, Charles G. Morgan, Jr., Margo S. Scholin and Darryl D. Swinton,
each of whom is independent within the meaning of the Finance Agencys regulations. Additionally,
John B. Stahler, whose term as a director expired on December 31, 2010, served on our Audit
Committee during 2010 and was independent under the Finance Agencys criteria.
Rule 10A-3 of the Exchange Act
Rule 10A-3 of the Exchange Act (Rule 10A-3) requires that each member of our Audit Committee be
independent. In order to be considered independent under Rule 10A-3, a member of the Audit
Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board
of Directors or any other committee of the Board of Directors (i) accept directly or indirectly any
consulting, advisory or other compensatory fee from us, provided that compensatory fees do not
include the receipt of fixed amounts of compensation under a retirement plan (including deferred
compensation) for prior service with us (provided that such compensation is not contingent in any
way on continued service); or (ii) be an affiliated person of us.
For purposes of Rule 10A-3, indirect acceptance of any consulting, advisory or other compensatory
fee includes acceptance of such a fee by a spouse, a minor child or stepchild or a child or
stepchild sharing a home with the Audit Committee member, or by an entity in which the Audit
Committee member is a partner, member, principal or officer, such as managing director, or occupies
a similar position (except limited partners, non-managing members and those occupying similar
positions who, in each case, have no active role in providing services to the entity) and that
provides accounting, consulting, legal, investment banking, financial or other advisory services or
any similar services to us. The term affiliate of, or a person affiliated with, a specified
person, means a person that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the person specified. Control (including
the terms controlling, controlled by and under common control with) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract or otherwise. A person
will be deemed not to be in control of a specified person if the person (i) is not the beneficial
owner, directly or indirectly, of more than 10 percent of any class of voting equity securities of
the specified person and (ii) is not an executive officer of the specified person.
The current members of our Audit Committee are independent within the meaning of Rule 10A-3, as was
the person who served as an Audit Committee member during 2010 and whose term as a director expired
on December 31, 2010.
SEC Rules and Regulations
The SECs rules and regulations require us to determine whether each of our directors is
independent under a definition of independence of a national securities exchange or of an
inter-dealer quotation system. Because we are not a listed issuer whose securities are listed on a
national securities exchange or listed in an inter-dealer quotation system, we may choose which
national securities exchanges or inter-dealer quotation systems definition of independence to
apply. Our Board of Directors has selected
the independence standards of the New York Stock Exchange (the NYSE) for this purpose. However,
because we are not listed on the NYSE, we are not required to meet the NYSEs director independence
standards and our Board of Directors is using such NYSE standards only to make the independence
determination required by SEC rules, as described below.
156
Our Board of Directors determined that presumptively our member directors are not independent under
the NYSEs subjective independence standard. Our Board of Directors determined that, under the NYSE
independence standards, member directors have a material relationship with us through such
directors member institutions relationships with us. This determination was based upon the fact
that we are a member-owned cooperative and each member director is required to be an officer or
director of a member institution. Also, a member directors member institution may routinely engage
in transactions with us that could occur frequently and in large dollar amounts and that we
encourage. Furthermore, because the level of each member institutions business with us is dynamic
and our desire is to increase our level of business with each of our members, our Board of
Directors determined it would be inappropriate to make a determination of independence with respect
to each member director based on the directors members given level of business as of a particular
date. As the scope and breadth of the member directors members business with us changes, such
members relationship with us might, at any time, constitute a disqualifying transaction or
business relationship with respect to the members member director under the NYSEs objective
independence standards. Therefore, our member directors are presumed to be not independent under
the NYSEs independence standards. Our Board of Directors could, however, in the future, determine
that a member director is independent under the NYSEs independence standards based on the
particular facts and circumstances applicable to that member director. Furthermore, the
determination by our Board of Directors regarding member directors independence under the NYSEs
standards is not necessarily determinative of any member directors independence with respect to
his or her service on any special or ad hoc committee of the Board of Directors to which he or she
may be appointed in the future. Our current member directors are James H. Clayton, Julie A. Cripe,
Lee R. Gibson, Howard R. Hackney, Charles G. Morgan, Jr., Joseph F. Quinlan, Jr., Robert M. Rigby,
Anthony S. Sciortino and Ron G. Wiser. The determination that none of our member directors is
independent for purposes of the NYSEs independence standards also applies to John B. Stahler, who
served on our Board of Directors during 2010. Mr. Stahlers term as a member director expired on
December 31, 2010.
Our Board of Directors affirmatively determined that each of our current independent directors is
independent under the NYSEs independence standards. Our Board of Directors noted as part of its
determination that independent directors and their spouses are specifically prohibited from being
an officer of any FHLBank or an officer, employee or director of any of our members, or of any
recipient of advances from us, subject to the exception discussed above for positions in certain
holding companies. This independence determination applies to Mary E. Ceverha, Patricia P. Brister,
C. Kent Conine, James W. Pate, II, John P. Salazar, Margo S. Scholin and Darryl D. Swinton. This
determination also applies to Bobby L. Chain, who served on our Board of Directors during 2010.
Mr. Chains term as an independent director expired on December 31, 2010.
Our Board of Directors also assessed the independence of the members of our Audit Committee under
the NYSE standards for audit committees. Our Board of Directors determined that, for the same
reasons set forth above regarding the independence of our directors generally, none of the member
directors serving on our Audit Committee (Howard R. Hackney, Ron G. Wiser, Lee R. Gibson and
Charles G. Morgan, Jr.) is independent under the NYSE standards for audit committees. Additionally,
in 2010, John B. Stahler served on our Audit Committee. Our Board of Directors determined that Mr.
Stahler, as a member director, was not independent under the NYSE independence standards for audit
committee members. Mr. Stahler no longer serves on our Board of Directors as his term expired on
December 31, 2010.
Our Board of Directors determined that Mary E. Ceverha, Margo S. Scholin and Darryl D. Swinton,
independent directors who serve on our Audit Committee, are independent under the NYSE standards
for audit committees.
157
|
|
|
ITEM 14. |
|
PRINCIPAL ACCOUNTING FEES AND SERVICES |
The following table sets forth the aggregate fees billed to the Bank for the years ended December
31, 2010 and 2009 for services rendered by PricewaterhouseCoopers LLP (PwC), the Banks
independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Audit fees |
|
$ |
722 |
|
|
$ |
852 |
|
Audit-related fees |
|
|
8 |
|
|
|
8 |
|
Tax fees |
|
|
|
|
|
|
|
|
All other fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees |
|
$ |
730 |
|
|
$ |
860 |
|
|
|
|
|
|
|
|
In 2010 and 2009, audit fees were for services rendered in connection with the integrated
audits of the Banks financial statements and its internal control over financial reporting.
In 2010 and 2009, the fees associated with audit-related services were for discussions regarding
miscellaneous accounting-related matters.
The Bank is assessed its proportionate share of the costs of operating the FHLBanks Office of
Finance, which includes the expenses associated with the annual audits of the combined financial
statements of the 12 FHLBanks. The audit fees for the combined financial statements are billed
directly by PwC to the Office of Finance and the Bank is assessed its proportionate share of these
expenses. In 2010 and 2009, the Bank was assessed $55,000 and $64,000, respectively, for the costs
associated with PwCs audits of the combined financial statements for those years. These
assessments are not included in the table above.
Under the Audit Committees pre-approval policies and procedures, the Audit Committee is required
to pre-approve all audit and permissible non-audit services (including the fees and terms thereof)
to be performed by the Banks independent registered public accounting firm, subject to the de
minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act.
The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee
for: (1) permissible non-audit services that would be characterized as Audit-Related Services and
(2) auditor-requested fee increases associated with any unforeseen cost overruns relating to
previously approved Audit Services (if additional fees are requested by the independent
registered public accounting firm as a result of changes in audit scope, the Audit Committee must
specifically pre-approve such increase). The Chairmans pre-approval authority is limited in all
cases to $50,000 per service request. The Chairman must report (for informational purposes only)
any pre-approval decisions that he or she has made to the Audit Committee at its next regularly
scheduled meeting. Bank management is required to periodically update the Audit Committee with
regard to the services provided by the independent registered public accounting firm and the fees
associated with those services.
All of the services provided by PwC in 2010 and 2009 (and the fees paid for those services) were
pre-approved by the Audit Committee. There were no services for which the de minimis exception was
used.
158
PART IV
|
|
|
ITEM 15. |
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) Financial Statements
The financial statements are set forth on pages F-1 through F-54 of this Annual Report on Form
10-K.
(b) Exhibits
|
3.1 |
|
Organization Certificate of the Registrant (incorporated by reference to Exhibit 3.1
to the Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
3.2 |
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Banks
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 25,
2010). |
|
|
4.1 |
|
Capital Plan of the Registrant, as amended and revised on December 11, 2008 and
approved by the Federal Housing Finance Agency on March 6, 2009 (filed as Exhibit 4.1 to
the Banks Current Report on Form 8-K dated March 6, 2009 and filed with the SEC on March
11, 2009, which exhibit is incorporated herein by reference). |
|
|
10.1 |
|
Deferred Compensation Plan of the Registrant, effective July 24, 2004 (governs
deferrals made prior to January 1, 2005) (incorporated by reference to Exhibit 10.1 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
10.2 |
|
Deferred Compensation Plan of the Registrant for Deferrals Effective January 1, 2005
(incorporated by reference to Exhibit 10.2 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
10.3 |
|
2008 Amendment to Deferred Compensation Plan of the Registrant for Deferrals
Effective January 1, 2005, dated December 10, 2008 (incorporated by reference to Exhibit
10.3 to the Banks Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
filed on March 27, 2009). |
|
|
10.4 |
|
2010 Amendment to Deferred Compensation Plan of the Registrant for Deferrals
Effective January 1, 2005, dated July 22, 2010 (incorporated by reference to Exhibit 10.1
to the Banks Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2010, filed on November 12, 2010). |
|
|
10.5 |
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the Registrant,
effective July 24, 2004 (governs deferrals made prior to January 1, 2005) (incorporated
by reference to Exhibit 10.3 to the Banks Registration Statement on Form 10 filed February
15, 2006). |
|
|
10.6 |
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the Registrant
for Deferrals Effective January 1, 2005 (incorporated by reference to Exhibit 10.4 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
10.7 |
|
2008 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors
of the Registrant for Deferrals Effective January 1, 2005, dated December 10, 2008
(incorporated by reference to Exhibit 10.6 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
10.8 |
|
2010 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors
of the Registrant for Deferrals Effective January 1, 2005, dated July 22, 2010
(incorporated by reference to Exhibit 10.2 to the Banks Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2010, filed on November 12, 2010). |
159
|
10.9 |
|
Consolidated Deferred Compensation Plan of the Registrant for deferrals made on or
after January 1, 2011, as adopted by the Banks Board of Directors on December 29, 2010. |
|
|
10.10 |
|
Form of Special Non-Qualified Deferred Compensation Plan of the Registrant, as
amended and restated effective January 1, 2009 (filed as Exhibit 10.1 to the Banks
Current Report on Form 8-K dated May 14, 2009 and filed with the SEC on May 20, 2009,
which exhibit is incorporated herein by reference). |
|
|
10.11 |
|
Federal Home Loan Banks P&I Funding and Contingency Plan Agreement entered into on
June 23, 2006 and effective as of July 20, 2006, by and among the Office of Finance and
each of the Federal Home Loan Banks (filed as Exhibit 10.1 to the Banks Current Report on
Form 8-K dated June 23, 2006 and filed with the SEC on June 27, 2006, which exhibit is
incorporated herein by reference). |
|
|
10.12 |
|
Form of Employment Agreement between the Registrant and each of its executive
officers, entered into on November 20, 2007 (filed as Exhibit 99.1 to the Banks Current
Report on Form 8-K dated November 20, 2007 and filed with the SEC on November 26, 2007,
which exhibit is incorporated herein by reference). |
|
|
10.13 |
|
Form of 2010 Long Term Incentive Plan including the Form of Award Agreement (filed
as Exhibit 10.1 to the Banks Current Report on Form 8-K dated May 28, 2010 and filed with
the SEC on June 4, 2010, which exhibit is incorporated herein by reference). |
|
|
10.14 |
|
Amended and Restated Indemnification Agreement between the Registrant and Terry
Smith, dated October 24, 2008 (incorporated by reference to Exhibit 10.12 to the Banks
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 27,
2009). |
|
|
10.15 |
|
Form of Indemnification Agreement between the Registrant and each of its officers
(other than Terry Smith), entered into on various dates on or after November 7, 2008
(incorporated by reference to Exhibit 10.13 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
10.16 |
|
Form of Indemnification Agreement between the Registrant and each of its directors,
entered into on various dates on or after October 24, 2008 (incorporated by reference to
Exhibit 10.14 to the Banks Annual Report on Form 10-K for the fiscal year ended December
31, 2008, filed on March 27, 2009). |
|
|
12.1 |
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
14.1 |
|
Code of Ethics for Senior Financial Officers (incorporated by reference to
Exhibit 14.1 to the Banks Annual Report on Form 10-K for the fiscal year ended December
31, 2009, filed on March 25, 2010). |
|
|
31.1 |
|
Certification of principal executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
|
Certification of principal financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
|
Certification of principal executive officer and principal financial officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
99.1 |
|
Charter of the Audit Committee of the Board of Directors. |
|
|
99.2 |
|
Report of the Audit Committee of the Board of Directors. |
160
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
Federal Home Loan Bank of Dallas
|
|
March 25, 2011 |
By |
/s/ Terry Smith
|
|
Date |
|
Terry Smith |
|
|
|
President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities indicated on March
25, 2011.
|
|
|
|
|
|
|
|
|
/s/ Terry Smith
|
|
|
Terry Smith |
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michael Sims
|
|
|
Michael Sims |
|
|
Chief Operating Officer, Executive Vice President - Finance and Chief Financial
Officer
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Tom Lewis
|
|
|
Tom Lewis |
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Lee R. Gibson
|
|
|
Lee R. Gibson |
|
|
Chairman of the Board of Directors |
|
|
|
|
|
|
|
/s/ Mary E. Ceverha
|
|
|
Mary E. Ceverha |
|
|
Vice Chairman of the Board of Directors |
|
|
|
|
|
|
|
/s/ Patricia P. Brister
|
|
|
Patricia P. Brister |
|
|
Director |
|
S-1
|
|
|
|
|
|
/s/ James H. Clayton
|
|
|
James H. Clayton |
|
|
Director |
|
|
|
|
|
|
|
/s/ C. Kent Conine
|
|
|
C. Kent Conine |
|
|
Director |
|
|
|
|
|
|
|
/s/ Julie A. Cripe
|
|
|
Julie A. Cripe |
|
|
Director |
|
|
|
|
|
|
|
/s/ Howard R. Hackney
|
|
|
Howard R. Hackney |
|
|
Director |
|
|
|
|
|
|
|
/s/ Charles G. Morgan, Jr.
|
|
|
Charles G. Morgan, Jr. |
|
|
Director |
|
|
|
|
|
|
|
/s/ James W. Pate, II
|
|
|
James W. Pate, II |
|
|
Director |
|
|
|
|
|
|
|
/s/ Joseph F. Quinlan, Jr.
|
|
|
Joseph F. Quinlan, Jr. |
|
|
Director |
|
|
|
|
|
|
|
/s/ Robert M. Rigby
|
|
|
Robert M. Rigby |
|
|
Director |
|
|
|
|
|
|
|
/s/ John P. Salazar
|
|
|
John P. Salazar |
|
|
Director |
|
|
|
|
|
|
|
/s/ Margo S. Scholin
|
|
|
Margo S. Scholin |
|
|
Director |
|
S-2
|
|
|
|
|
|
/s/ Anthony S. Sciortino
|
|
|
Anthony S. Sciortino |
|
|
Director |
|
|
|
|
|
|
|
|
|
|
Darryl D. Swinton |
|
|
Director |
|
|
|
|
|
|
|
/s/ Ron G. Wiser
|
|
|
Ron G. Wiser |
|
|
Director |
|
S-3
Federal Home Loan Bank of Dallas
Index to Financial Statements
|
|
|
|
|
Page No. |
|
|
F-2 |
|
Annual Audited Financial Statements: |
|
|
|
|
|
F-3 |
|
|
|
F-4 |
|
|
|
F-5 |
|
|
|
F-6 |
|
|
|
F-8 |
|
|
|
F-10 |
F-1
Managements Report on Internal Control over Financial Reporting
Management of the Federal Home Loan Bank of Dallas (the Bank) is responsible for establishing and
maintaining adequate internal control over financial reporting. The Banks internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the Banks
assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Bank are being made only in accordance with
authorizations of the Banks management and board of directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Banks assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Further, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of the Banks internal control over financial reporting as
of December 31, 2010 based on the framework set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control Integrated Framework. Based upon that evaluation,
management concluded that the Banks internal control over financial reporting was effective as of
December 31, 2010.
The Banks internal control over financial reporting as of December 31, 2010 has been audited by
PricewaterhouseCoopers LLP, the Banks independent registered public accounting firm. Their report,
which expresses an unqualified opinion on the effectiveness of the Banks internal control over
financial reporting as of December 31, 2010, appears on page F-3.
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of the Federal Home Loan Bank of Dallas:
In our opinion, the accompanying statements of condition and the related statements of income, of
capital and of cash flows present fairly, in all material respects, the financial position of the
Federal Home Loan Bank of Dallas (the Bank) at December 31, 2010 and 2009, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2010 in
conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the Bank maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2010, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Banks management is responsible for these financial statements, for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Managements Report on
Internal Control over Financial Reporting. Our responsibility is to express opinions on these
financial statements and on the Banks internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As discussed in Note 1, effective January 1, 2009 the Bank adopted a new accounting standard that
revises the recognition and reporting requirements for other-than-temporary impairments of debt
securities classified as either available-for-sale or held-to-maturity.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 25, 2011
F-3
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CONDITION
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks (Note 3) |
|
$ |
1,631,899 |
|
|
$ |
3,908,242 |
|
Interest-bearing deposits |
|
|
208 |
|
|
|
233 |
|
Federal funds sold (Notes 19 and 20) |
|
|
3,767,000 |
|
|
|
2,063,000 |
|
Trading securities (Note 4) |
|
|
5,317 |
|
|
|
4,034 |
|
Held-to-maturity securities (a) (Note 6) |
|
|
8,496,429 |
|
|
|
11,424,552 |
|
Advances (Notes 7, 9 and 19) |
|
|
25,455,656 |
|
|
|
47,262,574 |
|
Mortgage loans held for portfolio, net of allowance for credit losses
of $225 and $240 in 2010 and 2009, respectively (Notes 8, 9 and 19) |
|
|
207,168 |
|
|
|
259,617 |
|
Accrued interest receivable |
|
|
43,248 |
|
|
|
60,890 |
|
Premises and equipment, net |
|
|
24,660 |
|
|
|
24,789 |
|
Derivative assets (Note 14) |
|
|
38,671 |
|
|
|
64,984 |
|
Other assets |
|
|
19,814 |
|
|
|
19,161 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
39,690,070 |
|
|
$ |
65,092,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITAL |
|
|
|
|
|
|
|
|
Deposits (Notes 10 and 19) |
|
|
|
|
|
|
|
|
Interest-bearing |
|
$ |
1,070,028 |
|
|
$ |
1,462,554 |
|
Non-interest bearing |
|
|
24 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
1,070,052 |
|
|
|
1,462,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligations, net (Note 11) |
|
|
|
|
|
|
|
|
Discount notes |
|
|
5,131,978 |
|
|
|
8,762,028 |
|
Bonds |
|
|
31,315,605 |
|
|
|
51,515,856 |
|
|
|
|
|
|
|
|
Total consolidated obligations, net |
|
|
36,447,583 |
|
|
|
60,277,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandatorily redeemable capital stock (Note 15) |
|
|
8,076 |
|
|
|
9,165 |
|
Accrued interest payable |
|
|
94,417 |
|
|
|
179,248 |
|
Affordable Housing Program (Note 12) |
|
|
41,044 |
|
|
|
43,714 |
|
Payable to REFCORP (Note 13) |
|
|
5,593 |
|
|
|
9,912 |
|
Derivative liabilities (Note 14) |
|
|
1,310 |
|
|
|
486 |
|
Other liabilities, including $11,156 of optional advance commitments carried at fair
value under the fair value option at December 31, 2010 (Note 17) |
|
|
31,583 |
|
|
|
287,044 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
37,699,658 |
|
|
|
62,270,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 12, 13, 14, 16 and 18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL (Notes 15 and 19) |
|
|
|
|
|
|
|
|
Capital stock Class B putable ($100 par value) issued and
outstanding shares: 16,009,091
and 25,317,146 shares in 2010 and 2009, respectively |
|
|
1,600,909 |
|
|
|
2,531,715 |
|
Retained earnings |
|
|
452,205 |
|
|
|
356,282 |
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
|
|
Non-credit portion of other-than-temporary impairment losses on
held-to-maturity securities (Note 6) |
|
|
(63,263 |
) |
|
|
(66,584 |
) |
Postretirement benefits (Note 16) |
|
|
561 |
|
|
|
619 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income (loss) |
|
|
(62,702 |
) |
|
|
(65,965 |
) |
|
|
|
|
|
|
|
Total capital |
|
|
1,990,412 |
|
|
|
2,822,032 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND CAPITAL |
|
$ |
39,690,070 |
|
|
$ |
65,092,076 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Fair values: $8,602,589 and $11,381,786 at December 31, 2010 and 2009, respectively. |
The accompanying notes are an integral part of these financial statements.
F-4
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF INCOME
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
313,117 |
|
|
$ |
650,894 |
|
|
$ |
1,809,694 |
|
Prepayment fees on advances, net |
|
|
12,824 |
|
|
|
14,192 |
|
|
|
6,802 |
|
Interest-bearing deposits |
|
|
339 |
|
|
|
289 |
|
|
|
2,595 |
|
Federal funds sold |
|
|
5,672 |
|
|
|
5,168 |
|
|
|
96,144 |
|
Trading securities |
|
|
427 |
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
|
|
|
|
|
469 |
|
|
|
10,350 |
|
Held-to-maturity securities |
|
|
134,528 |
|
|
|
149,996 |
|
|
|
349,033 |
|
Mortgage loans held for portfolio |
|
|
12,980 |
|
|
|
16,070 |
|
|
|
19,773 |
|
Other |
|
|
22 |
|
|
|
386 |
|
|
|
345 |
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
479,909 |
|
|
|
837,464 |
|
|
|
2,294,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
234,084 |
|
|
|
552,584 |
|
|
|
1,563,357 |
|
Discount notes |
|
|
10,761 |
|
|
|
206,897 |
|
|
|
521,373 |
|
Deposits |
|
|
660 |
|
|
|
1,417 |
|
|
|
58,281 |
|
Mandatorily redeemable capital stock |
|
|
34 |
|
|
|
84 |
|
|
|
1,199 |
|
Other borrowings |
|
|
4 |
|
|
|
6 |
|
|
|
168 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
245,543 |
|
|
|
760,988 |
|
|
|
2,144,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
234,366 |
|
|
|
76,476 |
|
|
|
150,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
Total other-than-temporary impairment losses on
held-to-maturity securities |
|
|
(17,202 |
) |
|
|
(79,942 |
) |
|
|
|
|
Net non-credit impairment losses recognized in other
comprehensive income |
|
|
14,648 |
|
|
|
75,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit component of other-than-temporary impairment losses
on held-to-maturity securities |
|
|
(2,554 |
) |
|
|
(4,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service fees |
|
|
2,818 |
|
|
|
3,074 |
|
|
|
3,510 |
|
Net gain (loss) on trading securities |
|
|
459 |
|
|
|
586 |
|
|
|
(627 |
) |
Net realized gains (losses) on sales of available-for-sale securities |
|
|
|
|
|
|
843 |
|
|
|
(919 |
) |
Gains on early extinguishment of debt |
|
|
440 |
|
|
|
553 |
|
|
|
8,794 |
|
Net gains (losses) on derivatives and hedging activities |
|
|
(17,739 |
) |
|
|
193,109 |
|
|
|
6,679 |
|
Losses on other liabilities carried at fair value under the fair value option |
|
|
(3,575 |
) |
|
|
|
|
|
|
|
|
Other, net |
|
|
5,892 |
|
|
|
6,212 |
|
|
|
5,143 |
|
|
|
|
|
|
|
|
|
|
|
Total other income (loss) |
|
|
(14,259 |
) |
|
|
200,355 |
|
|
|
22,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
44,037 |
|
|
|
42,004 |
|
|
|
34,533 |
|
Other operating expenses |
|
|
28,696 |
|
|
|
28,921 |
|
|
|
26,617 |
|
Finance Agency/Finance Board |
|
|
2,923 |
|
|
|
2,431 |
|
|
|
1,900 |
|
Office of Finance |
|
|
1,886 |
|
|
|
1,934 |
|
|
|
1,763 |
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
77,542 |
|
|
|
75,290 |
|
|
|
64,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE ASSESSMENTS |
|
|
142,565 |
|
|
|
201,541 |
|
|
|
108,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affordable Housing Program |
|
|
11,641 |
|
|
|
16,461 |
|
|
|
8,949 |
|
REFCORP |
|
|
26,185 |
|
|
|
37,016 |
|
|
|
19,835 |
|
|
|
|
|
|
|
|
|
|
|
Total assessments |
|
|
37,826 |
|
|
|
53,477 |
|
|
|
28,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
104,739 |
|
|
$ |
148,064 |
|
|
$ |
79,341 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-5
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock |
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Class B - Putable |
|
|
Retained |
|
|
Comprehensive |
|
|
Total |
|
|
|
Shares |
|
|
Par Value |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Capital |
|
BALANCE, JANUARY 1, 2008 |
|
|
23,940 |
|
|
$ |
2,393,980 |
|
|
$ |
211,762 |
|
|
$ |
(570 |
) |
|
$ |
2,605,172 |
|
Proceeds from sale of capital stock |
|
|
20,141 |
|
|
|
2,014,094 |
|
|
|
|
|
|
|
|
|
|
|
2,014,094 |
|
Repurchase/redemption of capital stock |
|
|
(11,861 |
) |
|
|
(1,186,081 |
) |
|
|
|
|
|
|
|
|
|
|
(1,186,081 |
) |
Shares reclassified to mandatorily redeemable capital stock |
|
|
(725 |
) |
|
|
(72,511 |
) |
|
|
|
|
|
|
|
|
|
|
(72,511 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
79,341 |
|
|
|
|
|
|
|
79,341 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,618 |
) |
|
|
(1,618 |
) |
Reclassification adjustment for net realized gains and
losses on sales of available-for-sale securities included
in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
919 |
|
|
|
919 |
|
Postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(166 |
) |
|
|
(166 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on capital stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
(182 |
) |
Mandatorily redeemable capital stock |
|
|
|
|
|
|
|
|
|
|
(548 |
) |
|
|
|
|
|
|
(548 |
) |
Stock |
|
|
743 |
|
|
|
74,348 |
|
|
|
(74,348 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2008 |
|
|
32,238 |
|
|
|
3,223,830 |
|
|
|
216,025 |
|
|
|
(1,435 |
) |
|
|
3,438,420 |
|
Proceeds from sale of capital stock |
|
|
5,778 |
|
|
|
577,763 |
|
|
|
|
|
|
|
|
|
|
|
577,763 |
|
Repurchase/redemption of capital stock |
|
|
(11,705 |
) |
|
|
(1,170,576 |
) |
|
|
|
|
|
|
|
|
|
|
(1,170,576 |
) |
Shares reclassified to mandatorily redeemable capital stock |
|
|
(1,069 |
) |
|
|
(106,804 |
) |
|
|
|
|
|
|
|
|
|
|
(106,804 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
148,064 |
|
|
|
|
|
|
|
148,064 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,504 |
|
|
|
2,504 |
|
Reclassification adjustment for realized gains on sales of
available-for-sale securities included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(843 |
) |
|
|
(843 |
) |
Non-credit portion of other-than-temporary impairment
losses on held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(78,361 |
) |
|
|
(78,361 |
) |
Reclassification adjustment for non-credit portion of
other-than-temporary impairment losses recognized
as credit losses in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,441 |
|
|
|
2,441 |
|
Accretion of non-credit portion of other-than-temporary
impairment losses to the carrying value of held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,336 |
|
|
|
9,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
393 |
|
|
|
393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on capital stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
(182 |
) |
Mandatorily redeemable capital stock |
|
|
|
|
|
|
|
|
|
|
(123 |
) |
|
|
|
|
|
|
(123 |
) |
Stock |
|
|
75 |
|
|
|
7,502 |
|
|
|
(7,502 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2009 |
|
|
25,317 |
|
|
|
2,531,715 |
|
|
|
356,282 |
|
|
|
(65,965 |
) |
|
|
2,822,032 |
|
F-6
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CAPITAL (continued)
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock |
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Class B - Putable |
|
|
Retained |
|
|
Comprehensive |
|
|
Total |
|
|
|
Shares |
|
|
Par Value |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Capital |
|
Proceeds from sale of capital stock |
|
|
4,504 |
|
|
|
450,425 |
|
|
|
|
|
|
|
|
|
|
|
450,425 |
|
Repurchase/redemption of capital stock |
|
|
(13,874 |
) |
|
|
(1,387,429 |
) |
|
|
|
|
|
|
|
|
|
|
(1,387,429 |
) |
Shares reclassified to mandatorily redeemable capital stock |
|
|
(24 |
) |
|
|
(2,434 |
) |
|
|
|
|
|
|
|
|
|
|
(2,434 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
104,739 |
|
|
|
|
|
|
|
104,739 |
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-credit portion of other-than-temporary impairment
losses on held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,107 |
) |
|
|
(17,107 |
) |
Reclassification adjustment for non-credit portion of
other-than-temporary impairment losses recognized
as credit losses in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,459 |
|
|
|
2,459 |
|
Accretion of non-credit portion of other-than-temporary
impairment losses to the carrying value of held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,969 |
|
|
|
17,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58 |
) |
|
|
(58 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on capital stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
(182 |
) |
Mandatorily redeemable capital stock |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
Stock |
|
|
86 |
|
|
|
8,632 |
|
|
|
(8,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2010 |
|
|
16,009 |
|
|
$ |
1,600,909 |
|
|
$ |
452,205 |
|
|
$ |
(62,702 |
) |
|
$ |
1,990,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-7
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
104,739 |
|
|
$ |
148,064 |
|
|
$ |
79,341 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums and discounts on advances, consolidated obligations,
investments and mortgage loans |
|
|
(59,260 |
) |
|
|
(177,891 |
) |
|
|
2,105 |
|
Concessions on consolidated obligation bonds |
|
|
8,337 |
|
|
|
8,721 |
|
|
|
14,052 |
|
Premises, equipment and computer software costs |
|
|
6,074 |
|
|
|
5,400 |
|
|
|
4,309 |
|
Non-cash interest on mandatorily redeemable capital stock |
|
|
26 |
|
|
|
158 |
|
|
|
2,048 |
|
Increase in trading securities |
|
|
(1,283 |
) |
|
|
(664 |
) |
|
|
(446 |
) |
Losses (gains) due to change in net fair value adjustment on derivative
and hedging activities |
|
|
117,008 |
|
|
|
10,969 |
|
|
|
(136,419 |
) |
Gains on early extinguishment of debt |
|
|
(440 |
) |
|
|
(553 |
) |
|
|
(8,794 |
) |
Losses on other liabilities carried at fair value under the fair value option |
|
|
3,575 |
|
|
|
|
|
|
|
|
|
Net realized (gains) losses on sales of available-for-sale securities |
|
|
|
|
|
|
(843 |
) |
|
|
919 |
|
Credit component of other-than-temporary impairment losses on held-to-maturity securities |
|
|
2,554 |
|
|
|
4,022 |
|
|
|
|
|
Net realized loss on disposition of premises and equipment |
|
|
|
|
|
|
24 |
|
|
|
|
|
Decrease in accrued interest receivable |
|
|
17,621 |
|
|
|
84,402 |
|
|
|
43,699 |
|
Decrease (increase) in other assets |
|
|
(3,198 |
) |
|
|
(412 |
) |
|
|
1,124 |
|
Increase (decrease) in Affordable Housing Program (AHP) liability |
|
|
(2,670 |
) |
|
|
647 |
|
|
|
(4,373 |
) |
Increase (decrease) in accrued interest payable |
|
|
(84,846 |
) |
|
|
(334,856 |
) |
|
|
172,400 |
|
Decrease (increase) in excess REFCORP contributions |
|
|
|
|
|
|
16,881 |
|
|
|
(16,881 |
) |
Increase (decrease) in payable to REFCORP |
|
|
(4,319 |
) |
|
|
9,912 |
|
|
|
(8,301 |
) |
Increase (decrease) in other liabilities |
|
|
12,698 |
|
|
|
(1,468 |
) |
|
|
718 |
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
11,877 |
|
|
|
(375,551 |
) |
|
|
66,160 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
116,616 |
|
|
|
(227,487 |
) |
|
|
145,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease (increase) in interest-bearing deposits |
|
|
(71,931 |
) |
|
|
3,780,204 |
|
|
|
(3,803,780 |
) |
Net decrease (increase) in federal funds sold |
|
|
(1,704,000 |
) |
|
|
(191,000 |
) |
|
|
5,228,000 |
|
Net decrease in loans to other FHLBanks |
|
|
|
|
|
|
|
|
|
|
400,000 |
|
Net decrease in short-term held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
991,508 |
|
Proceeds from sales of available-for-sale securities |
|
|
|
|
|
|
87,019 |
|
|
|
314,187 |
|
Proceeds from maturities of available-for-sale securities |
|
|
|
|
|
|
42,506 |
|
|
|
267,986 |
|
Purchases of available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
(350,466 |
) |
Proceeds from maturities of long-term held-to-maturity securities |
|
|
4,057,249 |
|
|
|
3,182,359 |
|
|
|
1,679,318 |
|
Purchases of long-term held-to-maturity securities |
|
|
(1,078,810 |
) |
|
|
(2,940,120 |
) |
|
|
(6,054,558 |
) |
Principal collected on advances |
|
|
272,896,354 |
|
|
|
440,103,678 |
|
|
|
897,402,934 |
|
Advances made |
|
|
(251,049,538 |
) |
|
|
(426,766,387 |
) |
|
|
(911,508,439 |
) |
Principal collected on mortgage loans held for portfolio |
|
|
51,960 |
|
|
|
66,837 |
|
|
|
54,016 |
|
Purchases of premises, equipment and computer software |
|
|
(6,303 |
) |
|
|
(9,991 |
) |
|
|
(2,284 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
23,094,981 |
|
|
|
17,355,105 |
|
|
|
(15,381,578 |
) |
|
|
|
|
|
|
|
|
|
|
F-8
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CASH FLOWS (continued)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in deposits and pass-through reserves |
|
|
(813,585 |
) |
|
|
135,722 |
|
|
|
(1,435,188 |
) |
Net proceeds from (payments on) derivative contracts with financing elements |
|
|
(19,504 |
) |
|
|
55,464 |
|
|
|
10,295 |
|
Net proceeds from issuance of consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Discount notes |
|
|
112,252,847 |
|
|
|
260,438,392 |
|
|
|
592,181,060 |
|
Bonds |
|
|
25,239,468 |
|
|
|
43,596,571 |
|
|
|
52,865,676 |
|
Debt issuance costs |
|
|
(5,399 |
) |
|
|
(9,842 |
) |
|
|
(6,762 |
) |
Proceeds from assumption of debt from other FHLBanks |
|
|
|
|
|
|
|
|
|
|
139,354 |
|
Payments for maturing and retiring consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Discount notes |
|
|
(115,873,655 |
) |
|
|
(268,297,978 |
) |
|
|
(599,583,888 |
) |
Bonds |
|
|
(45,327,375 |
) |
|
|
(48,377,201 |
) |
|
|
(29,261,827 |
) |
Payments to other FHLBanks for assumption of debt |
|
|
|
|
|
|
|
|
|
|
(487,154 |
) |
Proceeds from issuance of capital stock |
|
|
450,425 |
|
|
|
577,763 |
|
|
|
2,014,094 |
|
Proceeds from issuance of mandatorily redeemable capital stock |
|
|
111 |
|
|
|
73 |
|
|
|
|
|
Payments for redemption of mandatorily redeemable capital stock |
|
|
(3,662 |
) |
|
|
(188,347 |
) |
|
|
(67,254 |
) |
Payments for repurchase/redemption of capital stock |
|
|
(1,387,429 |
) |
|
|
(1,170,576 |
) |
|
|
(1,186,081 |
) |
Cash dividends paid |
|
|
(182 |
) |
|
|
(182 |
) |
|
|
(182 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(25,487,940 |
) |
|
|
(13,240,141 |
) |
|
|
15,182,143 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(2,276,343 |
) |
|
|
3,887,477 |
|
|
|
(53,934 |
) |
Cash and cash equivalents at beginning of the year |
|
|
3,908,242 |
|
|
|
20,765 |
|
|
|
74,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the year |
|
$ |
1,631,899 |
|
|
$ |
3,908,242 |
|
|
$ |
20,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
275,991 |
|
|
$ |
1,125,332 |
|
|
$ |
2,023,458 |
|
|
|
|
|
|
|
|
|
|
|
AHP payments, net |
|
$ |
14,311 |
|
|
$ |
15,814 |
|
|
$ |
13,322 |
|
|
|
|
|
|
|
|
|
|
|
REFCORP payments |
|
$ |
30,504 |
|
|
$ |
10,223 |
|
|
$ |
45,017 |
|
|
|
|
|
|
|
|
|
|
|
Stock dividends issued |
|
$ |
8,632 |
|
|
$ |
7,502 |
|
|
$ |
74,348 |
|
|
|
|
|
|
|
|
|
|
|
Dividends paid through issuance of mandatorily redeemable capital stock |
|
$ |
2 |
|
|
$ |
123 |
|
|
$ |
548 |
|
|
|
|
|
|
|
|
|
|
|
Capital stock reclassified to mandatorily redeemable capital stock, net |
|
$ |
2,434 |
|
|
$ |
106,804 |
|
|
$ |
72,511 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-9
FEDERAL HOME LOAN BANK OF DALLAS
NOTES TO FINANCIAL STATEMENTS
Background Information
The Federal Home Loan Bank of Dallas (the Bank), a federally chartered corporation, is one
of 12 district Federal Home Loan Banks (each individually a FHLBank and collectively the
FHLBanks, and, together with the Federal Home Loan Banks Office of Finance (Office of Finance),
a joint office of the FHLBanks, the FHLBank System) that were created by the Federal Home Loan
Bank Act of 1932 (the FHLB Act). The FHLBanks serve the public by enhancing the availability of
credit for residential mortgages and targeted community development. The Bank serves eligible
financial institutions in Arkansas, Louisiana, Mississippi, New Mexico and Texas (collectively, the
Ninth District of the FHLBank System). The Bank provides a readily available, competitively priced
source of funds to its member institutions. The Bank is a cooperative whose member institutions own
the capital stock of the Bank. Regulated depository institutions and insurance companies engaged in
residential housing finance may apply for membership. Effective with the enactment of the Housing
and Economic Recovery Act of 2008 (the HER Act) on July 30, 2008, Community Development Financial
Institutions that are certified under the Community Development Banking and Financial Institutions
Act of 1994 are also eligible for membership in the Bank. All members must purchase stock in the
Bank. State and local housing authorities that meet certain statutory criteria may also borrow
from the Bank; while eligible to borrow, housing associates are not members of the Bank and, as
such, are not required or allowed to hold capital stock.
Prior to July 30, 2008, the Federal Housing Finance Board (Finance Board) was responsible
for the supervision and regulation of the FHLBanks and the Office of Finance. Effective with the
enactment of the HER Act, the Federal Housing Finance Agency (Finance Agency), an independent
agency in the executive branch of the United States Government, assumed responsibility for
supervising and regulating the FHLBanks and the Office of Finance. The Finance Agencys stated
mission is to provide effective supervision, regulation and housing mission oversight of the
FHLBanks to promote their safety and soundness, support housing finance and affordable housing, and
support a stable and liquid mortgage market. Consistent with this mission, the Finance Agency
establishes policies and regulations covering the operations of the FHLBanks. Each FHLBank
operates as a separate entity with its own management, employees, and board of directors. The Bank
does not have any special purpose entities or any other type of off-balance sheet conduits.
The Office of Finance facilitates the issuance and servicing of the FHLBanks debt instruments
(known as consolidated obligations). As provided by the FHLB Act, as amended, and Finance Agency
regulation, the FHLBanks consolidated obligations are backed only by the financial resources
of all 12 FHLBanks. Consolidated obligations are the joint and several obligations of all the
FHLBanks and are the FHLBanks primary source of funds. Deposits, other borrowings, and the
proceeds from capital stock issued to members provide other funds. The Bank primarily uses these
funds to provide loans (known as advances) to its members. The Banks credit services also include
letters of credit issued or confirmed on behalf of members; in addition, the Bank offers interest
rate swaps, caps and floors to its members. Further, the Bank provides its members with a variety
of correspondent banking services, including overnight and term deposit accounts, wire transfer
services, securities safekeeping and securities pledging services. Until December 31, 2010, the
Bank provided its members with reserve pass-through and settlement services.
Note 1Summary of Significant Accounting Policies
Use of Estimates and Assumptions. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America (GAAP) requires
management to make assumptions and estimates. These assumptions and estimates may affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities,
and the reported amounts of income and expenses. Significant assumptions include those that are
used by the Bank in its periodic evaluation of its holdings of non-agency residential
mortgage-backed securities for other-than-temporary impairment. Significant estimates include the
valuations of the Banks investment securities, as well as its derivative instruments and any
associated hedged items. Actual results could differ from these estimates.
F-10
Federal Funds Sold and Interest-Bearing Deposits. These investments are carried at cost.
Investment Securities. The Bank records investment securities on trade date. The Bank
carries investment securities for which it has both the ability and intent to hold to maturity
(held-to-maturity securities) at cost, adjusted for the amortization of premiums and accretion of
discounts using the level-yield method. The carrying amount of held-to-maturity securities is
further adjusted for any other-than-temporary impairment charges, as described below.
The Bank classifies certain other investments as trading and carries them at fair value. The
Bank records changes in the fair value of these investments in other income (loss) in the
statements of income. Although the securities are classified as trading, the Bank does not engage
in active or speculative trading practices.
In prior periods, the Bank classified certain investment securities as available-for-sale and
carried them at fair value. The changes in fair value of available-for-sale securities that had
been hedged but that did not qualify as fair value hedges were recorded in other comprehensive
income as net unrealized gains or losses on available-for-sale securities. For available-for-sale
securities that had been hedged (with fixed-for-floating interest rate swaps) and qualified as fair
value hedges, the Bank recorded the portion of the change in value related to the risk being hedged
in other income (loss) as net gains (losses) on derivatives and hedging activities together with
the related change in the fair value of the derivative, and recorded the remainder of the change in
value of the securities in other comprehensive income as net unrealized gains (losses) on
available-for-sale securities.
The Bank computes the amortization and accretion of premiums and discounts on mortgage-backed
securities for which prepayments are probable and reasonably estimable using the level-yield method
over the estimated lives of the securities. This method requires a retrospective adjustment of the
effective yield each time the Bank changes the estimated life as if the new estimate had been known
since the original acquisition date of the securities. The Bank computes the amortization and
accretion of premiums and discounts on other investments using the level-yield method to the
contractual maturity of the securities.
The Bank computes gains and losses on sales of investment securities using the specific
identification method and includes these gains and losses in other income (loss) in the statements
of income. The Bank treats securities purchased under agreements to resell, if any, as
collateralized financings.
The Bank evaluates outstanding available-for-sale and held-to-maturity securities for
other-than-temporary impairment on at least a quarterly basis. An investment security is impaired
if the fair value of the investment is less than its amortized cost. Amortized cost includes
adjustments (if any) made to the cost basis of an investment for accretion, amortization, the
credit portion of previous other-than-temporary impairments and hedging. On April 9, 2009, the
Financial Accounting Standards Board (FASB) issued guidance that revised the recognition and
reporting requirements for other-than-temporary impairments of debt securities classified as either
available-for-sale or held-to-maturity. The Bank adopted this guidance effective January 1, 2009.
In accordance with this guidance, the Bank considers the impairment of a debt security to be other
than temporary if the Bank (i) intends to sell the security, (ii) more likely than not will be
required to sell the security before recovering its amortized cost basis, or (iii) does not expect
to recover the securitys entire amortized cost basis (even if the Bank does not intend to sell the
security). Further, an impairment is considered to be other than temporary if the Banks best
estimate of the present value of cash flows expected to be collected from the debt security is less
than the amortized cost basis of the security (any such shortfall is referred to as a credit
loss). Prior to January 1, 2009, an other-than-temporary impairment was deemed to have occurred
if it was probable that the Bank would be unable to collect all amounts due according to the
contractual terms of the debt security.
If an other-than-temporary impairment (OTTI) occurs because the Bank intends to sell an
impaired debt security, or more likely than not will be required to sell the security before
recovery of its amortized cost basis, the impairment is recognized currently in earnings in an
amount equal to the entire difference between fair value and amortized cost.
In instances in which a determination is made that a credit loss exists but the Bank does not
intend to sell the debt security and it is not more likely than not that the Bank will be required
to sell the debt security before the anticipated recovery of its remaining amortized cost basis,
the other-than-temporary impairment (i.e., the difference between the securitys then-current
carrying amount and its estimated fair value) is separated into (i) the amount of the total
impairment related to the credit loss (i.e., the credit component) and (ii) the amount of the total
impairment related to all other factors (i.e., the non-credit component). The credit component is
recognized in earnings and the non-credit component is recognized in other comprehensive income.
The total other-than-temporary impairment is
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presented in the statement of income with an offset
for the amount of the total other-than-temporary impairment that is recognized in other
comprehensive income. Prior to January 1, 2009, in all cases, if an impairment had been determined
to be other than temporary, then an impairment loss would have been recognized in earnings in an
amount equal to the entire difference between the securitys amortized cost basis and its fair
value at the balance sheet date of the reporting period for which the measurement was made.
The non-credit component of any other-than-temporary impairment losses recognized in other
comprehensive income for debt securities classified as held-to-maturity is accreted over the
remaining life of the debt security (in a prospective manner based on the amount and timing of
future estimated cash flows) as an increase in the carrying value of the security unless and until
the security is sold, the security matures, or there is an additional other-than-temporary
impairment that is recognized in earnings. In instances in which an additional
other-than-temporary impairment is recognized in earnings, the amount of the credit loss is
reclassified from accumulated other comprehensive income to earnings. Further, if an additional
other-than-temporary impairment is recognized in earnings and the held-to-maturity securitys
then-current carrying amount exceeds its fair value, an additional non-credit impairment is
concurrently recognized in other comprehensive income. Conversely, if an additional
other-than-temporary impairment is recognized in earnings and the held-to-maturity securitys
then-current carrying value is less than its fair value, the carrying value of the security is not
increased. In periods subsequent to the recognition of an other-than-temporary impairment loss,
the other-than-temporarily impaired debt security is accounted for as if it had been purchased on
the measurement date of the other-than-temporary impairment at an amount equal to the previous
amortized cost basis less the other-than-temporary impairment recognized in earnings. The
difference between the new amortized cost basis and the cash flows expected to be collected is
accreted as interest income over the remaining life of the security in a prospective manner based
on the amount and timing of future estimated cash flows.
Advances. The Bank reports advances at their principal amount outstanding, net of unearned
commitment fees and deferred prepayment fees, if any, as discussed below. The Bank credits
interest on advances to income as earned.
Mortgage Loans Held for Portfolio. Through the Mortgage Partnership Finance® (MPF®) program
offered by the FHLBank of Chicago, the Bank invested in government-guaranteed/insured mortgage
loans (i.e., those insured or guaranteed by the Federal Housing Administration (FHA) or the
Department of Veterans Affairs (DVA)) and conventional residential mortgage loans that were
originated by certain of its participating financial institutions (PFIs) during the period from
1998 to mid-2003. Under its then existing arrangement with the FHLBank of Chicago, the Bank
retained title to the mortgage loans, subject to any participation interest in such loans that was
sold to the FHLBank of Chicago; the interest in the loans retained by the Bank ranged from 1
percent to 49 percent. Additionally, during the period from 1998 to 2000, the Bank also acquired
from the FHLBank of Chicago a percentage interest (ranging up to 75 percent) in certain MPF loans
originated by PFIs of other FHLBanks. The Bank manages the liquidity, interest rate and prepayment
risk of these loans, while the PFIs retain the servicing activities. The Bank and the PFIs share
in the credit risk of the loans with the Bank assuming the first loss obligation limited by the
First Loss Account (FLA), and the PFIs assuming credit losses in excess of the FLA, up to the
amount of the credit enhancement obligation as specified in the master agreement (Second Loss
Credit Enhancement). The Bank assumes all losses in excess of the Second Loss Credit Enhancement.
The Bank classifies mortgage loans held for portfolio as held for investment and, accordingly,
reports them at their principal amount outstanding net of deferred premiums and discounts. The
Bank credits interest on mortgage loans to income as earned. The Bank amortizes premiums and
accretes discounts to interest income using the contractual method. The contractual method uses
the cash flows required by the loan contracts, as adjusted for any actual prepayments, to apply the
interest method. Future prepayments of principal are not anticipated under this method. The Bank
has the ability and intent to hold these mortgage loans until maturity.
Allowance For Credit Losses. An allowance for credit losses is separately established for
each of the Banks identified portfolio segments, if necessary, to provide for probable losses
inherent in its financing receivables portfolio and other off-balance sheet credit exposures as of
the balance sheet date. To the extent necessary, an allowance for credit losses for off-balance
sheet credit exposures is recorded as a liability. See Note 9 Allowance for Credit Losses for
information regarding the determination of the allowance for credit losses.
A portfolio segment is defined as the level at which an entity develops and documents a
systematic method for determining its allowance for credit losses. The Bank has developed and
documented a systematic methodology for determining an allowance for credit losses for the
following portfolio segments: (1) advances and other extensions
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of credit to members, collectively
referred to as extensions of credit to members; (2) government-guaranteed/insured mortgage loans
held for portfolio; and (3) conventional mortgage loans held for portfolio.
Classes of financing receivables are generally a disaggregation of a portfolio segment and are
determined on the basis of their initial measurement attribute, the risk characteristics of the
financing receivable and an entitys method for monitoring and assessing credit risk. Because the
credit risk arising from the Banks financing receivables is assessed and measured at the portfolio
segment level, the Bank does not have separate classes of financing receivables within each of its
portfolio segments.
The Bank places a conventional mortgage loan on nonaccrual status when the collection of the
contractual principal or interest is 90 days or more past due. When a mortgage loan is placed on
nonaccrual status, accrued but uncollected interest is reversed against interest income. The Bank
records cash payments received on nonaccrual loans first as interest income until it recovers all
interest, and then as a reduction of principal. A loan on non-accrual status may be restored to
accrual status when (1) none of its contractual principal and interest is due and unpaid, and the
Bank expects repayment of the remaining contractual interest and principal, or (2) the loan
otherwise becomes well secured and in the process of collection. Government-guaranteed/insured
loans are not placed on nonaccrual status.
A loan is considered impaired when, based on current information and events, it is probable
that the Bank will be unable to collect all amounts due according to the contractual terms of the
loan agreement. Collateral-dependent loans that are on non-accrual status are measured for
impairment based on the fair value of the underlying property less estimated selling costs. Loans
are considered collateral-dependent if repayment is expected to be provided solely by the sale of
the underlying property; that is, there is no other available and reliable source of repayment. A
collateral-dependent loan is impaired if the fair value of the underlying collateral is
insufficient to recover the unpaid principal balance on the loan. Interest income on impaired
loans is recognized in the same manner as it is for non-accrual loans noted above.
The Bank evaluates whether to record a charge-off on a conventional mortgage loan upon the
occurrence of a confirming event. Confirming events include, but are not limited to, the occurrence
of foreclosure or notification of a claim against any of the credit enhancements. A charge-off is
recorded if the recorded investment in the loan will not be recovered.
Real Estate Owned. Real estate owned includes assets that have been received in satisfaction
of debt or as a result of actual or in-substance foreclosures. Real estate owned is initially
recorded (and subsequently carried at the lower of cost or fair value less estimated costs to sell)
as other assets in the statements of condition. If the fair value of the real estate owned less
estimated costs to sell is less than the recorded investment in the mortgage loan at the date of
transfer, the Bank recognizes a charge-off to the allowance for loan losses. Subsequent realized
gains and realized or unrealized losses are included in other income (loss) in the statements of
income.
Premises and Equipment. The Bank records premises and equipment at cost less accumulated
depreciation and amortization. At December 31, 2010 and 2009, the Banks accumulated depreciation
and amortization relating to premises and equipment was $26,498,000 and $24,292,000, respectively.
The Bank computes depreciation using the straight-line method over the estimated useful lives of
assets ranging from 3 to 39 years. It amortizes leasehold improvements on the straight-line basis
over the shorter of the estimated useful life of the improvement or the remaining term of the
lease. The Bank capitalizes improvements and major renewals but expenses ordinary maintenance and
repairs when incurred. Depreciation and amortization expense was $3,794,000, $3,260,000 and
$2,649,000 during the years ended December 31, 2010, 2009 and 2008, respectively. The Bank
includes gains and losses on disposal of premises and equipment, if any, in other income (loss)
under the caption other, net.
Computer Software. The cost of purchased computer software and certain costs incurred in
developing computer software for internal use are capitalized and amortized over future periods. As
of December 31, 2010 and 2009, the Bank had $4,783,000 and $4,422,000, respectively, in unamortized
computer software costs included in other assets. Amortization of computer software costs charged
to expense was $2,280,000, $2,140,000 and $1,660,000 for the years ended December 31, 2010, 2009
and 2008, respectively.
Derivatives and Hedging Activities. The Bank accounts for derivatives and hedging activities
in accordance with the guidance in Topic 815 of the FASBs Accounting Standards Codification
entitled Derivatives and Hedging (ASC 815). All derivatives are recognized on the statements
of condition at their fair values, including accrued interest receivable and payable. For purposes
of reporting derivative assets and derivative liabilities, the
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Bank offsets the fair value amounts
recognized for derivative instruments executed with the same counterparty under a master netting
arrangement (including any cash collateral remitted to or received from the counterparty).
Changes in the fair value of a derivative that is effective as and that is designated and
qualifies as a fair value hedge, along with changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk (including changes that reflect gains or losses
on firm commitments), are recorded in current period earnings. Any hedge ineffectiveness (which
represents the amount by which the change in the fair value of the derivative differs from the
change in the fair value of the hedged item) is recorded in other income (loss) as net gains
(losses) on derivatives and hedging activities. Net interest income/expense associated with
derivatives that qualify for fair value hedge accounting under ASC 815 is recorded as a component
of net interest income. An economic hedge is defined as a derivative hedging specific or
non-specific assets or liabilities that does not qualify or was not designated for hedge accounting
under ASC 815, but is an acceptable hedging strategy under the Banks Risk Management Policy. These
hedging strategies also comply with Finance Agency regulatory requirements
prohibiting speculative hedge transactions. An economic hedge by definition introduces the
potential for earnings variability as changes in the fair value of a derivative designated as an
economic hedge are recorded in current period earnings with no offsetting fair value adjustment to
an asset or liability. Both the net interest income/expense and the fair value adjustments
associated with derivatives in economic hedging relationships are recorded in other income (loss)
as net gains (losses) on derivatives and hedging activities. Cash flows associated with
derivatives are reported as cash flows from operating activities in the statements of cash flows,
unless the derivatives contain an other-than-insignificant financing element, in which case the
cash flows are reported as cash flows from financing activities.
If hedging relationships meet certain criteria specified in ASC 815, they are eligible for
hedge accounting and the offsetting changes in fair value of the hedged items may be recorded in
earnings. The application of hedge accounting generally requires the Bank to evaluate the
effectiveness of the hedging relationships on an ongoing basis and to calculate the changes in fair
value of the derivatives and related hedged items independently. This is commonly known as the
long-haul method of accounting. Transactions that meet more stringent criteria qualify for the
short-cut method of hedge accounting in which an assumption can be made that the change in fair
value of a hedged item exactly offsets the change in value of the related derivative. The Bank
considers hedges of committed advances to be eligible for the short-cut method of accounting as
long as the settlement of the committed advance occurs within the shortest period possible for that
type of instrument based on market settlement conventions, the fair value of the swap is zero at
the inception of the hedging relationship, and the transaction meets all of the other criteria for
short-cut accounting specified in ASC 815. The Bank has defined the market settlement convention
to be 5 business days or less for advances. The Bank records the changes in fair value of the
derivative and the hedged item beginning on the trade date.
The Bank may issue debt, make advances, or purchase financial instruments in which a
derivative instrument is embedded and the financial instrument that embodies the embedded
derivative instrument is not remeasured at fair value with changes in fair value reported in
earnings as they occur. Upon execution of these transactions, the Bank assesses whether the
economic characteristics of the embedded derivative are clearly and closely related to the economic
characteristics of the remaining component of the financial instrument (i.e., the host contract)
and whether a separate, non-embedded instrument with the same terms as the embedded instrument
would meet the definition of a derivative instrument. When it is determined that (1) the embedded
derivative possesses economic characteristics that are not clearly and closely related to the
economic characteristics of the host contract and (2) a separate, stand-alone instrument with the
same terms would qualify as a derivative instrument, the embedded derivative is separated from the
host contract, carried at fair value, and designated as either (1) a hedging instrument in a fair
value hedge or (2) a stand-alone derivative instrument pursuant to an economic hedge. However, if
the entire contract were to be measured at fair value, with changes in fair value reported in
current earnings, or if the Bank could not reliably identify and measure the embedded derivative
for purposes of separating that derivative from its host contract, the entire contract would be
carried on the statement of condition at fair value and no portion of the contract would be
separately accounted for as a derivative.
The Bank discontinues hedge accounting prospectively when: (1) management determines that the
derivative is no longer effective in offsetting changes in the fair value of a hedged item; (2) the
derivative and/or the hedged item expires or is sold, terminated, or exercised; (3) a hedged firm
commitment no longer meets the definition of a firm commitment; or (4) management determines that
designating the derivative as a hedging instrument in accordance with ASC 815 is no longer
appropriate.
When fair value hedge accounting for a specific derivative is discontinued due to the Banks
determination that such derivative no longer qualifies for hedge accounting treatment, the Bank
will continue to carry the derivative on
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the statement of condition at its fair value, cease to
adjust the hedged asset or liability for changes in fair value, and amortize the cumulative basis
adjustment on the formerly hedged item into earnings over its remaining term using the level-yield
method. In all cases in which hedge accounting is discontinued and the derivative remains
outstanding, the Bank will carry the derivative at its fair value on the statement of condition,
recognizing changes in the fair value of the derivative in current period earnings.
When hedge accounting is discontinued because the hedged item no longer meets the definition
of a firm commitment, the Bank continues to carry the derivative on the statement of condition at
its fair value, removing from the statement of condition any asset or liability that was recorded
to recognize the firm commitment and recording it as a gain or loss in current period earnings.
Mandatorily Redeemable Capital Stock. The Bank generally reclassifies shares of capital stock
from the capital section to the liability section of its balance sheet at the point in time when a
member submits a written redemption notice, gives notice of its intent to withdraw from membership,
or becomes a non-member by merger or acquisition, charter termination, or involuntary termination
from membership, as the shares of capital stock then typically meet the definition of a mandatorily
redeemable financial instrument. Shares of capital stock meeting this definition are reclassified
to liabilities at fair value. Following reclassification of the stock, any dividends paid or
accrued on such shares are recorded as interest expense in the statement of income.
Repurchase or redemption of these mandatorily redeemable financial instruments is reported as a
cash outflow in the financing activities section of the statement of cash flows.
If a member cancels a written redemption or withdrawal notice, the Bank reclassifies the
shares subject to the cancellation notice from liabilities back to equity. Following this
reclassification to equity, dividends on the capital stock are once again recorded as a reduction
of retained earnings.
Although mandatorily redeemable capital stock is excluded from capital for financial reporting
purposes, it is considered capital for regulatory purposes. See Note 15 for more information,
including restrictions on stock redemption.
Affordable Housing Program. The FHLB Act requires each FHLBank to establish and fund an
Affordable Housing Program (AHP) (see Note 12). The Bank charges the required funding for AHP to
earnings and establishes a liability. The Bank makes AHP funds available to members in the form of
direct grants to assist in the purchase, construction, or rehabilitation of housing for very low-,
low-, and moderate-income households.
Resolution Funding Corporation. Although the Bank is exempt from ordinary federal, state, and
local taxation except for local real estate taxes, it is generally required to make quarterly
payments to the Resolution Funding Corporation (REFCORP), an entity established by Congress in
1989 to provide funding for the resolution of insolvent thrift institutions. REFCORP has been
designated as the calculation agent for the AHP and REFCORP assessments. To enable REFCORP to
perform these calculations, each of the FHLBanks provides quarterly earnings information to
REFCORP. The Bank charges its REFCORP assessments to earnings as incurred. See Note 13 for more
information.
Prepayment Fees. The Bank charges a prepayment fee when members/borrowers prepay certain
advances before their original maturities. The Bank records prepayment fees received from
members/borrowers net of hedging adjustments included in the book basis of the prepaid advance, if
any, as interest income in the statements of income either immediately (as prepayment fees on
advances) or over time (as interest income on advances), as further described below. In cases in
which the Bank funds a new advance concurrent with or within a short period of time before or after
the prepayment of an existing advance, the Bank evaluates whether the new advance meets the
accounting criteria to qualify as a modification of an existing advance. If the new advance
qualifies as a modification of the existing advance, the net prepayment fee on the prepaid advance
is deferred, recorded in the basis of the modified advance, and amortized over the life of the
modified advance using the level-yield method. This amortization is recorded in interest income on
advances. If the Bank determines that the advance should be treated as a new advance, or in
instances where no new advance is funded, it records the net fees as prepayment fees on advances
in the interest income section of the statements of income.
Commitment Fees. The Bank defers commitment fees for advances and, with the exception of
those fees associated with certain optional advance commitments described in Note 17, amortizes
them to interest income using the level-yield method over the life of the advance. The Bank records
commitment fees for letters of credit as a deferred credit when it receives the fees and amortizes
them over the term of the letter of credit using the straight-line method.
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Concessions on Consolidated Obligations. The Bank defers and amortizes, using the level-yield
method, the amounts paid to dealers in connection with the sale of consolidated obligation bonds
over the term to maturity of the related bonds. The Office of Finance prorates the amount of the
concession to the Bank based upon the percentage of the debt issued that is assumed by the Bank.
Unamortized concessions were $6,073,000 and $9,011,000 at December 31, 2010 and 2009, respectively,
and are included in other assets on the statements of condition. Amortization of such concessions
is included in consolidated obligation bond interest expense and totaled $8,337,000, $8,721,000 and
$14,052,000 during the years ended December 31, 2010, 2009 and 2008, respectively. The Bank
charges to expense as incurred the concessions applicable to the sale of consolidated obligation
discount notes because of the short maturities of these notes. Concessions related to the sale of
discount notes totaling $429,000, $1,231,000 and $4,960,000 are included in interest expense on
consolidated obligation discount notes in the statements of income for the years ended December 31,
2010, 2009 and 2008, respectively.
Discounts and Premiums on Consolidated Obligations. The Bank expenses the discounts on
consolidated obligation discount notes using the level-yield method over the term to maturity of
the related notes. It accretes the discounts and amortizes the premiums on consolidated obligation
bonds to expense using the level-yield method over the term to maturity of the bonds.
Finance Agency/Finance Board and Office of Finance Expenses. The Bank is assessed its
proportionate share of the costs of operating the Finance Agency and the Office of Finance. The
assessment for the FHLBanks portion of the Finance Agencys operating and capital expenditures is
allocated among the FHLBanks based on the
ratio between each FHLBanks minimum required regulatory capital and the aggregate minimum
required regulatory capital of all FHLBanks determined as of June 30 of each year. The Finance
Board allocated its operating and capital expenditures to the FHLBanks based on each FHLBanks
percentage of total combined outstanding capital stock determined as of August 31 of each year
(including those amounts classified as mandatorily redeemable). Prior to January 1, 2011, the
operating and capital expenditures of the Office of Finance were shared on a pro rata basis with
one-third based on each FHLBanks percentage of total outstanding capital stock (as of the prior
month end, excluding those amounts classified as mandatorily redeemable), one-third based on each
FHLBanks issuance of consolidated obligations (during the current month), and one-third based on
each FHLBanks total consolidated obligations outstanding (as of the current month-end). Beginning
January 1, 2011, the expenses of the Office of Finance are shared on a pro rata basis with
two-thirds based on each FHLBanks total consolidated obligations outstanding (as of the current
month-end) and one-third divided equally among the 12 FHLBanks. These costs are included in the
other expense section of the statements of income.
Estimated Fair Values. Some of the Banks financial instruments (e.g., advances) lack an
available trading market characterized by transactions between a willing buyer and a willing seller
engaging in an exchange transaction. Therefore, the Bank uses internal models employing
assumptions regarding interest rates, volatility, prepayments, and other factors to perform
present-value calculations when disclosing estimated fair values for these financial instruments.
The Bank assumes that book value approximates fair value for certain financial instruments with
three months or less to repricing or maturity. The estimated fair values of the Banks financial
instruments are presented in Note 17.
Cash Flows. In the statements of cash flows, the Bank considers cash and due from banks as
cash and cash equivalents.
Note 2 Recently Issued Accounting Guidance
Accounting for Transfers of Financial Assets. On June 12, 2009, the FASB issued guidance that
changes how entities account for transfers of financial assets by (1) eliminating the concept of a
qualifying special-purpose entity, (2) defining the term participating interest to establish
specific conditions for reporting a transfer of a portion of a financial asset as a sale, (3)
clarifying the isolation analysis to ensure that an entity considers all of its continuing
involvements with transferred financial assets to determine whether a transfer may be accounted for
as a sale, (4) eliminating an exception that permitted an entity to derecognize certain transferred
mortgage loans when that entity had not surrendered control over those loans, and (5) requiring
enhanced disclosures about transfers of financial assets and a transferors continuing involvement
with transfers of financial assets accounted for as sales. This guidance is effective as of the
beginning of the first annual reporting period that begins after November 15, 2009 (January 1, 2010
for the Bank), for interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter, with earlier application prohibited. The recognition and
measurement provisions of the guidance must be applied to transfers that occur on or after the
effective date. The Bank adopted this
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guidance on January 1, 2010. The adoption of this guidance
has not had any impact on the Banks results of operations or financial condition.
Consolidation of Variable Interest Entities. On June 12, 2009, the FASB issued guidance that
amends the consolidation guidance for variable interest entities (VIEs). This guidance eliminates
the exemption for qualifying special purpose entities, establishes a more qualitative evaluation to
determine the primary beneficiary based on power and the obligation to absorb losses or right to
receive benefits, and requires ongoing reassessments to determine if an entity must consolidate a
VIE. The guidance also requires enhanced disclosures about how an entitys involvement with a VIE
affects its financial statements and its exposure to risks. This guidance is effective as of the
beginning of the first annual reporting period that begins after November 15, 2009 (January 1, 2010
for the Bank), for interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter, with earlier application prohibited. The Banks investment in
VIEs is limited to senior interests in mortgage-backed securities. The Bank evaluated its
investments in VIEs during the year ended December 31, 2010 and determined that consolidation
accounting is not required under the new accounting guidance because the Bank is not the primary
beneficiary. The Bank does not have the power to significantly affect the economic performance of
any of these investments because it does not act as a key decision-maker nor does it have the
unilateral ability to replace a key decision-maker. Additionally, because the Bank holds the
senior interest, rather than the residual interest, in these investments, the Bank does not have
either the obligation to absorb losses of, or the right to receive benefits from, any of its
investments in VIEs that could potentially be significant to the VIEs. Furthermore, the Bank does
not design, sponsor, transfer, service, or provide credit or liquidity support in any of its
investments in VIEs. Therefore, the Banks adoption of this guidance on January 1, 2010 has not had
any impact on its results of operations or financial condition.
Fair Value Measurements and DisclosuresImproving Disclosures about Fair Value Measurements.
On January 21, 2010, the FASB issued Accounting Standards Update (ASU) 2010-06 Improving
Disclosures About Fair Value Measurements (ASU 2010-06), which amends the guidance for fair
value measurements and
disclosures. The guidance in ASU 2010-06 requires a reporting entity to disclose separately
the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and
to describe the reasons for the transfers. Furthermore, ASU 2010-06 requires a reporting entity to
present separately information about purchases, sales, issuances, and settlements in the
reconciliation for fair value measurements using significant unobservable inputs; clarifies
existing fair value disclosures about the level of disaggregation and about inputs and valuation
techniques used to measure fair value for both recurring and nonrecurring fair value measurements
that fall in either Level 2 or Level 3; and amends guidance on employers disclosures about
postretirement benefit plan assets to require that disclosures be provided by classes of assets
instead of by major categories of assets. The new guidance is effective for interim and annual
reporting periods beginning after December 15, 2009 (January 1, 2010 for the Bank), except for the
disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in
Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after
December 15, 2010 (January 1, 2011 for the Bank), and for interim periods within those fiscal
years. In the period of initial adoption, entities are not required to provide the amended
disclosures for any previous periods presented for comparative purposes. The Bank adopted this
guidance on January 1, 2010. The adoption of this guidance did not significantly impact the Banks
financial statement footnote disclosures and it did not have any impact on the Banks results of
operations or financial condition.
Scope Exception Related to Embedded Credit Derivatives. On March 5, 2010, the FASB issued
amended guidance to clarify that the only type of embedded credit derivative feature related to the
transfer of credit risk that is exempt from derivative bifurcation requirements is one that is in
the form of subordination of one financial instrument to another. As a result, entities that have
contracts containing an embedded credit derivative feature in a form other than such subordination
will need to assess those embedded credit derivatives to determine if bifurcation and separate
accounting as a derivative is required. This guidance was effective at the beginning of the first
interim reporting period beginning after June 15, 2010 (July 1, 2010 for the Bank). Early adoption
was permitted at the beginning of an entitys first interim reporting period beginning after
issuance of this guidance. The Bank adopted this guidance on July 1, 2010 and the adoption did not
have any impact on the Banks results of operations or financial condition.
Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses. On July 21, 2010, the FASB issued ASU 2010-20 Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses, which amends the existing disclosure
requirements to require a greater level of disaggregated information about the credit quality of
financing receivables and the allowance for credit losses. The requirements are intended to enhance
transparency regarding the nature of an entitys credit risk associated with its financing
receivables and an entitys assessment of that risk in estimating its allowance for credit losses
as well as
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changes in the allowance and the reasons for those changes. The disclosures that relate
to information 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 Bank). The adoption of this
portion of the ASU did not have any impact on the Banks results of operations or financial
condition. The required period-end disclosures are presented in Notes 1 and 9. Except for
disclosures related to troubled debt restructurings, which have been indefinitely deferred, the
disclosures about activity that occurs during a reporting period are effective for interim and
annual reporting periods beginning on or after December 15, 2010 (January 1, 2011 for the Bank).
The adoption of this portion of the ASU will similarly not have any impact on the Banks results of
operations or financial condition and it is not expected to significantly expand the Banks
financial statement footnote disclosures.
Note 3Cash and Due from Banks
Required Clearing Balances. The Bank maintained average required balances (excluding
pass-through deposits) with the Federal Reserve Bank of Dallas of approximately $20,000,000 for the
years ended December 31, 2010 and 2009. These represent average balances required to be maintained
over each 14-day reporting cycle; however, the Bank may use earnings credits on these balances to
pay for services received from the Federal Reserve Bank of Dallas.
Pass-through Deposit Reserves. Until December 31, 2010, the Bank acted as a pass-through
correspondent for member institutions required to deposit reserves with the Federal Reserve Banks.
At December 31, 2009, the amount reported as cash and due from banks included $271,793,000 of
pass-through reserves deposited with the Federal Reserve Bank of Dallas. The Bank did not have any
member pass-through deposit reserves at December 31, 2010. Member reserve balances as of December
31, 2009 are included in other liabilities on the statement of condition.
Note 4Trading Securities
Major Security Types. Trading securities as of December 31, 2010 and 2009 were comprised
solely of mutual fund investments associated with the Banks non-qualified deferred compensation
plans.
Net gain (loss) on trading securities during the years ended December 31, 2010, 2009 and 2008
included changes in net unrealized holding gain (loss) of $459,000, $619,000 and ($593,000) for
securities that were held on December 31, 2010, 2009 and 2008, respectively.
Note 5Available-for-Sale Securities
The Bank did not hold any securities that were classified as available-for-sale at December
31, 2010 or 2009.
In March 2009, the Bank sold one of its available-for-sale securities (specifically, a
government-sponsored enterprise mortgage-backed security) with an amortized cost (determined by the
specific identification method) of $86,176,000. Proceeds from the sale totaled $87,019,000,
resulting in a gross realized gain of $843,000.
In April 2008, the Bank sold available-for-sale securities with an amortized cost (determined
by the specific identification method) of $254,852,000. Proceeds from the sales totaled
$257,646,000, resulting in gross realized gains of $2,794,000. These securities had been acquired
in the first quarter of 2008.
In addition, on October 29, 2008, the Bank sold a U.S. agency debenture classified as
available-for-sale. At September 30, 2008, the amortized cost of this asset (determined by the
specific identification method) exceeded its estimated fair value at that date by $2,476,000.
Because the Bank did not have the intent as of September 30, 2008 to hold this available-for-sale
security through to recovery of the unrealized loss, an other-than-temporary impairment was
recognized in the third quarter of 2008 to write the security down to its estimated fair value of
$57,526,000 as of September 30, 2008. This impairment charge is reported in net realized gains
(losses) on sales of available-for-sale securities in the Banks statement of income for the year
ended December 31, 2008. Proceeds from the sale totaled $56,541,000, resulting in an additional
realized loss at the time of sale of $1,237,000.
F-18
Note 6Held-to-Maturity Securities
Major Security Types. Held-to-maturity securities as of December 31, 2010 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTTI Recorded in |
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Unrecognized |
|
|
Unrecognized |
|
|
Estimated |
|
|
|
Amortized |
|
|
Comprehensive |
|
|
Carrying |
|
|
Holding |
|
|
Holding |
|
|
Fair |
|
|
|
Cost |
|
|
Income (Loss) |
|
|
Value |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
$ |
51,946 |
|
|
$ |
|
|
|
$ |
51,946 |
|
|
$ |
331 |
|
|
$ |
217 |
|
|
$ |
52,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
|
20,038 |
|
|
|
|
|
|
|
20,038 |
|
|
|
70 |
|
|
|
|
|
|
|
20,108 |
|
Government-sponsored enterprises |
|
|
8,096,361 |
|
|
|
|
|
|
|
8,096,361 |
|
|
|
128,732 |
|
|
|
2,068 |
|
|
|
8,223,025 |
|
Non-agency residential
mortgage-backed securities |
|
|
391,347 |
|
|
|
63,263 |
|
|
|
328,084 |
|
|
|
|
|
|
|
20,688 |
|
|
|
307,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,507,746 |
|
|
|
63,263 |
|
|
|
8,444,483 |
|
|
|
128,802 |
|
|
|
22,756 |
|
|
|
8,550,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,559,692 |
|
|
$ |
63,263 |
|
|
$ |
8,496,429 |
|
|
$ |
129,133 |
|
|
$ |
22,973 |
|
|
$ |
8,602,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities as of December 31, 2009 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTTI Recorded in |
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Unrecognized |
|
|
Unrecognized |
|
|
Estimated |
|
|
|
Amortized |
|
|
Comprehensive |
|
|
Carrying |
|
|
Holding |
|
|
Holding |
|
|
Fair |
|
|
|
Cost |
|
|
Income (Loss) |
|
|
Value |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
$ |
58,812 |
|
|
$ |
|
|
|
$ |
58,812 |
|
|
$ |
425 |
|
|
$ |
174 |
|
|
$ |
59,063 |
|
State housing agency obligation |
|
|
2,945 |
|
|
|
|
|
|
|
2,945 |
|
|
|
|
|
|
|
230 |
|
|
|
2,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,757 |
|
|
|
|
|
|
|
61,757 |
|
|
|
425 |
|
|
|
404 |
|
|
|
61,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
|
24,075 |
|
|
|
|
|
|
|
24,075 |
|
|
|
8 |
|
|
|
73 |
|
|
|
24,010 |
|
Government-sponsored
enterprises |
|
|
10,837,865 |
|
|
|
|
|
|
|
10,837,865 |
|
|
|
78,135 |
|
|
|
53,295 |
|
|
|
10,862,705 |
|
Non-agency residential
mortgage-backed
securities |
|
|
511,382 |
|
|
|
66,584 |
|
|
|
444,798 |
|
|
|
|
|
|
|
68,682 |
|
|
|
376,116 |
|
Non-agency commercial
mortgage-backed
securities |
|
|
56,057 |
|
|
|
|
|
|
|
56,057 |
|
|
|
1,120 |
|
|
|
|
|
|
|
57,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,429,379 |
|
|
|
66,584 |
|
|
|
11,362,795 |
|
|
|
79,263 |
|
|
|
122,050 |
|
|
|
11,320,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,491,136 |
|
|
$ |
66,584 |
|
|
$ |
11,424,552 |
|
|
$ |
79,688 |
|
|
$ |
122,454 |
|
|
$ |
11,381,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes (in thousands, except number of positions) the held-to-maturity
securities with unrealized losses as of December 31, 2010. The unrealized losses include
other-than-temporary impairments recorded in accumulated other comprehensive income (loss) and
gross unrecognized holding losses and are
aggregated by major security type and length of time that individual securities have been in a
continuous loss position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
|
2 |
|
|
$ |
21,303 |
|
|
$ |
217 |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
2 |
|
|
$ |
21,303 |
|
|
$ |
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises |
|
|
23 |
|
|
|
398,522 |
|
|
|
434 |
|
|
|
34 |
|
|
|
792,031 |
|
|
|
1,634 |
|
|
|
57 |
|
|
|
1,190,553 |
|
|
|
2,068 |
|
Non-agency residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 |
|
|
|
307,396 |
|
|
|
83,951 |
|
|
|
39 |
|
|
|
307,396 |
|
|
|
83,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
398,522 |
|
|
|
434 |
|
|
|
73 |
|
|
|
1,099,427 |
|
|
|
85,585 |
|
|
|
96 |
|
|
|
1,497,949 |
|
|
|
86,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
25 |
|
|
$ |
419,825 |
|
|
$ |
651 |
|
|
|
73 |
|
|
$ |
1,099,427 |
|
|
$ |
85,585 |
|
|
|
98 |
|
|
$ |
1,519,252 |
|
|
$ |
86,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-19
The following table summarizes (in thousands, except number of positions) the held-to-maturity
securities with unrealized losses as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
2 |
|
|
$ |
23,079 |
|
|
$ |
174 |
|
|
|
2 |
|
|
$ |
23,079 |
|
|
$ |
174 |
|
State housing agency obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
2,715 |
|
|
|
230 |
|
|
|
1 |
|
|
|
2,715 |
|
|
|
230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
25,794 |
|
|
|
404 |
|
|
|
3 |
|
|
|
25,794 |
|
|
|
404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
|
7 |
|
|
|
15,854 |
|
|
|
63 |
|
|
|
2 |
|
|
|
3,956 |
|
|
|
10 |
|
|
|
9 |
|
|
|
19,810 |
|
|
|
73 |
|
Government-sponsored enterprises |
|
|
57 |
|
|
|
2,673,949 |
|
|
|
15,359 |
|
|
|
157 |
|
|
|
4,176,445 |
|
|
|
37,936 |
|
|
|
214 |
|
|
|
6,850,394 |
|
|
|
53,295 |
|
Non-agency
residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
|
|
376,116 |
|
|
|
135,266 |
|
|
|
40 |
|
|
|
376,116 |
|
|
|
135,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
|
2,689,803 |
|
|
|
15,422 |
|
|
|
199 |
|
|
|
4,556,517 |
|
|
|
173,212 |
|
|
|
263 |
|
|
|
7,246,320 |
|
|
|
188,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
64 |
|
|
$ |
2,689,803 |
|
|
$ |
15,422 |
|
|
|
202 |
|
|
$ |
4,582,311 |
|
|
$ |
173,616 |
|
|
|
266 |
|
|
$ |
7,272,114 |
|
|
$ |
189,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2010, the gross unrealized losses on the Banks held-to-maturity securities
were $86,236,000, of which $83,951,000 was attributable to its holdings of non-agency (i.e.,
private label) residential mortgage-backed securities and $2,285,000 was attributable to other
securities. All of the Banks held-to-maturity securities are rated by one or more of the following
nationally recognized statistical ratings organizations (NRSROs): Moodys Investors Service
(Moodys), Standard and Poors (S&P) and/or Fitch Ratings, Ltd. (Fitch). With the exception
of 22 non-agency residential mortgage-backed securities with an aggregate carrying value of
$219,860,000, all of the securities held by the Bank carried the highest investment grade credit
rating by each of the organizations that rated the respective securities at December 31, 2010.
Based upon the Banks assessment of the strength of the government guarantees of the
debentures held by the Bank, the credit ratings assigned by the NRSROs and the strength of the
government-sponsored enterprises guarantees of the Banks holdings of agency mortgage-backed
securities (MBS), the Bank expects that its holdings of U.S. government guaranteed debentures and
government-sponsored enterprise MBS that were in an unrealized loss position at December 31, 2010
would not be settled at an amount less than the Banks amortized cost bases in these investments.
Because the current market value deficits associated with these securities are not attributable to
credit quality, and because the Bank does not intend to sell the investments and it is not more
likely than not that the Bank will be required to sell the investments before recovery of their
amortized cost bases, the Bank does not consider any of these investments to be
other-than-temporarily impaired at December 31, 2010.
As of December 31, 2010, the gross unrealized losses on the Banks holdings of non-agency
residential MBS (RMBS) totaled $83,951,000, which represented 21.5 percent of the securities
amortized cost at that date. The deterioration in the U.S. housing markets that began in 2007, as
reflected by declines in the values of residential real estate and higher levels of delinquencies,
defaults and losses on residential mortgages, including the mortgages underlying the Banks
non-agency RMBS, generally elevated the risk that the Bank may not ultimately recover the entire
cost bases of some of its non-agency RMBS. Although this risk remains somewhat elevated, based on
its analysis of the securities in this portfolio, the Bank believes that the unrealized losses as
of December 31, 2010 were principally the result of liquidity risk related discounts in the
non-agency RMBS market and do not accurately reflect the actual historical or currently likely
future credit performance of the securities.
Because the ultimate receipt of contractual payments on the Banks non-agency RMBS will depend
upon the credit and prepayment performance of the underlying loans and the credit enhancements for
the senior securities owned by the Bank, the Bank closely monitors these investments in an effort
to determine whether the credit enhancement associated with each security is sufficient to protect
against potential losses of principal and interest on the underlying mortgage loans. The credit
enhancement for each of the Banks non-agency RMBS is provided by a senior/subordinate structure,
and none of the securities owned by the Bank are insured by third-party bond insurers. More
specifically, each of the Banks non-agency RMBS represents a single security class within a
securitization that has multiple classes of securities. Each security class has a distinct claim
on the cash flows from the underlying
mortgage loans, with the subordinate securities having a junior claim relative to the more senior
securities. The Banks non-agency RMBS have a senior claim on the cash flows from the underlying
mortgage loans.
To assess whether the entire amortized cost bases of its non-agency RMBS will be recovered,
the Bank performed a cash flow analysis for each security as of the end of each calendar quarter in
2010 using two third-party models. The first model considers borrower characteristics and the
particular attributes of the loans underlying the Banks securities, in conjunction with
assumptions about future changes in home prices and interest rates, to project prepayments,
defaults and loss severities. A significant input to the first model is the forecast of future
housing price changes for the relevant states and core based statistical areas (CBSAs), which are
based upon an assessment of
F-20
the individual housing markets. (The term CBSA refers collectively
to metropolitan and micropolitan statistical areas as defined by the United States Office of
Management and Budget; as currently defined, a CBSA must contain at least one urban area of 10,000
or more people.) The Banks housing price forecast as of December 31, 2010 assumed
current-to-trough home price declines ranging from 1 percent to 10 percent over the 3- to 9-month
period beginning October 1, 2010. Thereafter, home prices were projected to recover using one of
five different recovery paths that vary by housing market. Under those recovery paths, home prices
were projected to increase within a range of 0 percent to 2.8 percent in the first year, 0 percent
to 3.0 percent in the second year, 1.5 percent to 4.0 percent in the third year, 2.0 percent to 5.0
percent in the fourth year, 2.0 percent to 6.0 percent in each of the fifth and sixth years, and
2.3 percent to 5.6 percent in each subsequent year. The month-by-month projections of future loan
performance derived from the first model, which reflect projected prepayments, defaults and loss
severities, are then input into a second model that allocates the projected loan level cash flows
and losses to the various security classes in the securitization structure in accordance with its
prescribed cash flow and loss allocation rules. In a securitization in which the credit
enhancement for the senior securities is derived from the presence of subordinate securities,
losses are generally allocated first to the subordinate securities until their principal balance is
reduced to zero.
Based on the results of its cash flow analyses, the Bank determined it is likely that it will
not fully recover the amortized cost bases of 13 of its non-agency RMBS and, accordingly, these
securities were deemed to be other-than-temporarily impaired during 2010. The difference between
the present value of the cash flows expected to be collected from these 13 securities and their
amortized cost bases (i.e., the credit losses) aggregated $2,554,000 in 2010. Because the Bank
does not intend to sell the investments and it is not more likely than not that the Bank will be
required to sell the investments before recovery of their remaining amortized cost bases (that is,
their previous amortized cost bases less the current-period credit losses), only the amounts
related to the credit losses were recognized in earnings.
Of the 13 securities that were deemed to be other-than-temporarily impaired during 2010, 7
securities had previously been deemed to be other-than-temporarily impaired during 2009. The credit
losses associated with 6 of these 7 securities were reclassified from accumulated other
comprehensive income (loss) to earnings during the year ended December 31, 2010 as the estimated
fair values of these securities were greater than their carrying values at the date(s) they were
determined to be other-than-temporarily impaired. The following tables set forth additional
information for each of the securities that have been deemed to be other-than-temporarily impaired
through December 31, 2010 (in thousands). The credit ratings presented in the first table
represent the lowest rating assigned to the security by Moodys, S&P or Fitch as of December 31,
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2010 |
|
|
For the Year Ended December 31, 2009 |
|
|
|
Period of |
|
|
|
|
|
|
Credit |
|
|
Non-Credit |
|
|
|
|
|
|
Credit |
|
|
Non-Credit |
|
|
|
|
|
|
Initial |
|
|
Credit |
|
|
Component |
|
|
Component |
|
|
Total |
|
|
Component |
|
|
Component |
|
|
Total |
|
|
|
Impairment |
|
|
Rating |
|
|
of OTTI |
|
|
of OTTI |
|
|
OTTI |
|
|
of OTTI |
|
|
of OTTI |
|
|
OTTI |
|
Security #1 |
|
|
Q1 2009 |
|
|
Triple-C |
|
$ |
428 |
|
|
$ |
(428 |
) |
|
$ |
|
|
|
$ |
1,369 |
|
|
$ |
11,770 |
|
|
$ |
13,139 |
|
Security #2 |
|
|
Q1 2009 |
|
|
Triple-C |
|
|
46 |
|
|
|
(46 |
) |
|
|
|
|
|
|
16 |
|
|
|
13,060 |
|
|
|
13,076 |
|
Security #3 |
|
|
Q2 2009 |
|
|
Double-C |
|
|
1,492 |
|
|
|
(1,492 |
) |
|
|
|
|
|
|
1,978 |
|
|
|
17,380 |
|
|
|
19,358 |
|
Security #4 |
|
|
Q2 2009 |
|
|
Triple-C |
|
|
24 |
|
|
|
(24 |
) |
|
|
|
|
|
|
77 |
|
|
|
8,508 |
|
|
|
8,585 |
|
Security #5 |
|
|
Q3 2009 |
|
|
Triple-C |
|
|
291 |
|
|
|
(291 |
) |
|
|
|
|
|
|
284 |
|
|
|
11,454 |
|
|
|
11,738 |
|
Security #6 |
|
|
Q3 2009 |
|
|
Triple-C |
|
|
171 |
|
|
|
(171 |
) |
|
|
|
|
|
|
277 |
|
|
|
10,225 |
|
|
|
10,502 |
|
Security #7 |
|
|
Q3 2009 |
|
|
Triple-B |
|
|
60 |
|
|
|
52 |
|
|
|
112 |
|
|
|
21 |
|
|
|
3,523 |
|
|
|
3,544 |
|
Security #8 |
|
|
Q1 2010 |
|
|
Triple-C |
|
|
13 |
|
|
|
4,977 |
|
|
|
4,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #9 |
|
|
Q1 2010 |
|
|
Single-B |
|
|
7 |
|
|
|
1,922 |
|
|
|
1,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #10 |
|
|
Q4 2010 |
|
|
Triple-C |
|
|
1 |
|
|
|
3,045 |
|
|
|
3,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #11 |
|
|
Q4 2010 |
|
|
Triple-C |
|
|
1 |
|
|
|
3,061 |
|
|
|
3,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #12 |
|
|
Q4 2010 |
|
|
Double-B |
|
|
11 |
|
|
|
1,891 |
|
|
|
1,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security #13 |
|
|
Q4 2010 |
|
|
Triple-C |
|
|
9 |
|
|
|
2,152 |
|
|
|
2,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
|
|
|
|
$ |
2,554 |
|
|
$ |
14,648 |
|
|
$ |
17,202 |
|
|
$ |
4,022 |
|
|
$ |
75,920 |
|
|
$ |
79,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative from Period of Initial |
|
|
|
|
|
|
December 31, 2010 |
|
|
Impairment Through December 31, 2010 |
|
|
December 31, 2010 |
|
|
|
Unpaid |
|
|
|
|
|
|
Non-Credit |
|
|
Accretion of |
|
|
|
|
|
|
Estimated |
|
|
|
Principal |
|
|
Amortized |
|
|
Component of |
|
|
Non-Credit |
|
|
Carrying |
|
|
Fair |
|
|
|
Balance |
|
|
Cost |
|
|
OTTI |
|
|
Component |
|
|
Value |
|
|
Value |
|
Security #1 |
|
$ |
16,554 |
|
|
$ |
14,744 |
|
|
$ |
11,342 |
|
|
$ |
4,539 |
|
|
$ |
7,941 |
|
|
$ |
9,847 |
|
Security #2 |
|
|
18,451 |
|
|
|
18,388 |
|
|
|
13,014 |
|
|
|
4,659 |
|
|
|
10,033 |
|
|
|
12,308 |
|
Security #3 |
|
|
38,770 |
|
|
|
35,279 |
|
|
|
15,888 |
|
|
|
6,027 |
|
|
|
25,418 |
|
|
|
31,268 |
|
Security #4 |
|
|
12,571 |
|
|
|
12,469 |
|
|
|
8,484 |
|
|
|
2,886 |
|
|
|
6,871 |
|
|
|
7,635 |
|
Security #5 |
|
|
20,987 |
|
|
|
20,409 |
|
|
|
11,163 |
|
|
|
3,551 |
|
|
|
12,797 |
|
|
|
12,936 |
|
Security #6 |
|
|
17,824 |
|
|
|
17,372 |
|
|
|
10,054 |
|
|
|
3,214 |
|
|
|
10,532 |
|
|
|
10,231 |
|
Security #7 |
|
|
6,891 |
|
|
|
6,817 |
|
|
|
3,575 |
|
|
|
991 |
|
|
|
4,233 |
|
|
|
4,429 |
|
Security #8 |
|
|
10,279 |
|
|
|
10,266 |
|
|
|
4,977 |
|
|
|
1,040 |
|
|
|
6,329 |
|
|
|
6,611 |
|
Security #9 |
|
|
4,529 |
|
|
|
4,523 |
|
|
|
1,922 |
|
|
|
398 |
|
|
|
2,999 |
|
|
|
3,060 |
|
Security #10 |
|
|
8,025 |
|
|
|
8,025 |
|
|
|
3,045 |
|
|
|
|
|
|
|
4,980 |
|
|
|
4,980 |
|
Security #11 |
|
|
10,153 |
|
|
|
10,152 |
|
|
|
3,061 |
|
|
|
|
|
|
|
7,091 |
|
|
|
7,091 |
|
Security #12 |
|
|
5,220 |
|
|
|
5,209 |
|
|
|
1,891 |
|
|
|
|
|
|
|
3,318 |
|
|
|
3,318 |
|
Security #13 |
|
|
6,543 |
|
|
|
6,534 |
|
|
|
2,152 |
|
|
|
|
|
|
|
4,382 |
|
|
|
4,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
176,797 |
|
|
$ |
170,187 |
|
|
$ |
90,568 |
|
|
$ |
27,305 |
|
|
$ |
106,924 |
|
|
$ |
118,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For those securities for which an other-than-temporary impairment was determined to have
occurred during the year ended December 31, 2010, the following table presents a summary of the
significant inputs used to measure the amount of the most recent credit loss recognized in earnings
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
|
Significant Inputs(2) |
|
Current Credit |
|
|
|
|
|
|
|
|
|
|
Unpaid Principal |
|
|
Period of |
|
|
Projected |
|
Projected |
|
Projected |
|
Enhancement |
|
|
Year of |
|
|
Collateral |
|
|
Balance as of |
|
|
Most Recent |
|
|
Prepayment |
|
Default |
|
Loss |
|
as of December 31, |
|
|
Securitization |
|
|
Type(1) |
|
|
December 31, 2010 |
|
|
Impairment |
|
|
Rate |
|
Rate |
|
Severity |
|
2010(3) |
Security #1 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
$ |
16,554 |
|
|
|
Q2 2010 |
|
|
|
6.8 |
% |
|
|
75.0 |
% |
|
|
47.5 |
% |
|
|
34.3 |
% |
Security #2 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
18,451 |
|
|
|
Q4 2010 |
|
|
|
9.5 |
% |
|
|
65.3 |
% |
|
|
50.7 |
% |
|
|
49.4 |
% |
Security #3 |
|
|
2006 |
|
|
Alt-A/Fixed Rate |
|
|
38,770 |
|
|
|
Q4 2010 |
|
|
|
14.9 |
% |
|
|
33.3 |
% |
|
|
47.8 |
% |
|
|
7.2 |
% |
Security #4 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
12,571 |
|
|
|
Q4 2010 |
|
|
|
9.4 |
% |
|
|
60.8 |
% |
|
|
41.8 |
% |
|
|
46.5 |
% |
Security #5 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
20,987 |
|
|
|
Q4 2010 |
|
|
|
8.5 |
% |
|
|
72.6 |
% |
|
|
48.0 |
% |
|
|
45.4 |
% |
Security #6 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
17,824 |
|
|
|
Q3 2010 |
|
|
|
10.1 |
% |
|
|
53.8 |
% |
|
|
35.1 |
% |
|
|
25.9 |
% |
Security #7 |
|
|
2004 |
|
|
Alt-A/Option ARM |
|
|
6,891 |
|
|
|
Q1 2010 |
|
|
|
9.5 |
% |
|
|
52.6 |
% |
|
|
37.7 |
% |
|
|
31.8 |
% |
Security #8 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
10,279 |
|
|
|
Q4 2010 |
|
|
|
6.9 |
% |
|
|
68.1 |
% |
|
|
34.0 |
% |
|
|
44.5 |
% |
Security #9 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
4,529 |
|
|
|
Q2 2010 |
|
|
|
10.6 |
% |
|
|
48.2 |
% |
|
|
38.2 |
% |
|
|
44.1 |
% |
Security #10 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
8,025 |
|
|
|
Q4 2010 |
|
|
|
9.8 |
% |
|
|
61.8 |
% |
|
|
42.1 |
% |
|
|
44.4 |
% |
Security #11 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
10,153 |
|
|
|
Q4 2010 |
|
|
|
9.4 |
% |
|
|
63.3 |
% |
|
|
40.5 |
% |
|
|
49.4 |
% |
Security #12 |
|
|
2004 |
|
|
Alt-A/Option ARM |
|
|
5,220 |
|
|
|
Q4 2010 |
|
|
|
8.1 |
% |
|
|
58.0 |
% |
|
|
42.1 |
% |
|
|
36.0 |
% |
Security #13 |
|
|
2005 |
|
|
Alt-A/Option ARM |
|
|
6,543 |
|
|
|
Q4 2010 |
|
|
|
9.9 |
% |
|
|
54.9 |
% |
|
|
35.7 |
% |
|
|
46.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
176,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Security #1 and Security #5 are the only securities presented in the table above that were labeled
as Alt-A at the time of issuance; however, based upon their current collateral or performance
characteristics, all of the other-than-temporarily impaired securities presented in the table above
were analyzed using Alt-A assumptions. |
|
(2) |
|
Prepayment rates reflect the weighted average of projected future voluntary
prepayments. Default rates reflect the total balance of loans projected to default as a percentage
of the current unpaid principal balance of the underlying loan pool. Loss severities reflect the
total projected loan losses as a percentage of the total balance of loans that are projected to
default. |
|
(3) |
|
Current credit enhancement percentages reflect the ability of subordinated classes
of securities to absorb principal losses and interest shortfalls before the senior class held by
the Bank is impacted (i.e., the losses, expressed as a percentage of the outstanding principal
balances, that could be incurred in the underlying loan pool before the security held by the Bank
would be impacted, assuming that all of those losses occurred on the measurement date). Depending
upon the timing and amount of losses in the underlying loan pool, it is possible that the senior
classes held by the Bank could bear losses in scenarios where the cumulative loan losses do not
exceed the current credit enhancement percentage. |
F-22
The following table presents a rollforward for the years ended December 31, 2010 and 2009 of
the amount related to credit losses on the Banks non-agency RMBS holdings for which a portion of
an other-than-temporary impairment was recognized in other comprehensive income (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Balance of credit losses, beginning of year |
|
$ |
4,022 |
|
|
$ |
|
|
Credit losses on securities for which an other-than-temporary
impairment was not previously recognized |
|
|
42 |
|
|
|
4,022 |
|
Credit losses on securities for which an other-than-temporary
impairment was previously recognized |
|
|
2,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of credit losses, end of year |
|
$ |
6,576 |
|
|
$ |
4,022 |
|
|
|
|
|
|
|
|
Because the Bank currently expects to recover the entire amortized cost basis of each of its
other non-agency RMBS holdings, and because the Bank does not intend to sell the investments and it
is not more likely than not that the Bank will be required to sell the investments before recovery
of their amortized cost bases, the Bank does not consider any of its other non-agency RMBS to be
other-than-temporarily impaired at December 31, 2010.
Redemption Terms. The amortized cost, carrying value and estimated fair value of
held-to-maturity securities by contractual maturity at December 31, 2010 and 2009 are presented
below (in thousands). The expected maturities of some debentures could differ from the contractual
maturities presented because issuers may have the right to call such debentures prior to their
final stated maturities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
Amortized |
|
|
Carrying |
|
|
Fair |
|
|
Amortized |
|
|
Carrying |
|
|
Fair |
|
Maturity |
|
Cost |
|
|
Value |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
Value |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
249 |
|
|
$ |
249 |
|
|
$ |
250 |
|
Due after one year
through five years |
|
|
2,555 |
|
|
|
2,555 |
|
|
|
2,598 |
|
|
|
3,607 |
|
|
|
3,607 |
|
|
|
3,689 |
|
Due after five years
through ten years |
|
|
27,871 |
|
|
|
27,871 |
|
|
|
28,159 |
|
|
|
31,703 |
|
|
|
31,703 |
|
|
|
32,046 |
|
Due after ten years |
|
|
21,520 |
|
|
|
21,520 |
|
|
|
21,303 |
|
|
|
26,198 |
|
|
|
26,198 |
|
|
|
25,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,946 |
|
|
|
51,946 |
|
|
|
52,060 |
|
|
|
61,757 |
|
|
|
61,757 |
|
|
|
61,778 |
|
Mortgage-backed securities |
|
|
8,507,746 |
|
|
|
8,444,483 |
|
|
|
8,550,529 |
|
|
|
11,429,379 |
|
|
|
11,362,795 |
|
|
|
11,320,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,559,692 |
|
|
$ |
8,496,429 |
|
|
$ |
8,602,589 |
|
|
$ |
11,491,136 |
|
|
$ |
11,424,552 |
|
|
$ |
11,381,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost of the Banks mortgage-backed securities classified as held-to-maturity
includes net purchase discounts of $105,046,000 and $150,047,000 at December 31, 2010 and 2009,
respectively.
Interest Rate Payment Terms. The following table provides interest rate payment terms for
investment securities classified as held-to-maturity at December 31, 2010 and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Amortized cost of variable-rate held-to-maturity securities
other than mortgage-backed securities |
|
$ |
51,946 |
|
|
$ |
61,757 |
|
|
|
|
|
|
|
|
|
|
Amortized
cost of held-to-maturity mortgage-backed securities |
|
|
|
|
|
|
|
|
Fixed-rate pass-through securities |
|
|
821 |
|
|
|
937 |
|
Collateralized mortgage obligations |
|
|
|
|
|
|
|
|
Fixed-rate |
|
|
1,620 |
|
|
|
58,033 |
|
Variable-rate |
|
|
8,505,305 |
|
|
|
11,370,409 |
|
|
|
|
|
|
|
|
|
|
|
8,507,746 |
|
|
|
11,429,379 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,559,692 |
|
|
$ |
11,491,136 |
|
|
|
|
|
|
|
|
All of the Banks variable-rate collateralized mortgage obligations classified as
held-to-maturity securities have coupon rates that are subject to interest rate caps, none of which
were reached during the years ended December 31, 2010 or 2009.
F-23
Note 7Advances
Redemption Terms. At December 31, 2010 and 2009, the Bank had advances outstanding at
interest rates ranging from 0.05 percent to 8.61 percent and 0.03 percent to 8.61 percent,
respectively, as summarized below (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
Year of Contractual Maturity |
|
Amount |
|
|
Interest Rate |
|
|
Amount |
|
|
Interest Rate |
|
Overdrawn demand deposit accounts |
|
$ |
171 |
|
|
|
4.10 |
% |
|
$ |
181 |
|
|
|
4.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
14,909,262 |
|
|
|
0.98 |
|
2011 |
|
|
12,362,781 |
|
|
|
0.70 |
|
|
|
7,059,173 |
|
|
|
1.27 |
|
2012 |
|
|
1,511,311 |
|
|
|
3.15 |
|
|
|
8,163,416 |
|
|
|
0.80 |
|
2013 |
|
|
2,927,555 |
|
|
|
2.17 |
|
|
|
8,637,127 |
|
|
|
0.86 |
|
2014 |
|
|
1,419,491 |
|
|
|
1.11 |
|
|
|
1,262,879 |
|
|
|
0.99 |
|
2015 |
|
|
736,210 |
|
|
|
2.97 |
|
|
|
416,906 |
|
|
|
3.67 |
|
Thereafter |
|
|
3,389,605 |
|
|
|
3.78 |
|
|
|
3,176,260 |
|
|
|
3.86 |
|
Amortizing advances* |
|
|
2,713,632 |
|
|
|
4.40 |
|
|
|
3,282,368 |
|
|
|
4.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
|
25,060,756 |
|
|
|
1.93 |
% |
|
|
46,907,572 |
|
|
|
1.44 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred prepayment fees |
|
|
(31,290 |
) |
|
|
|
|
|
|
(1,935 |
) |
|
|
|
|
Commitment fees |
|
|
(105 |
) |
|
|
|
|
|
|
(110 |
) |
|
|
|
|
Hedging adjustments |
|
|
426,295 |
|
|
|
|
|
|
|
357,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
25,455,656 |
|
|
|
|
|
|
$ |
47,262,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Amortizing advances require repayment according to predetermined amortization schedules. |
The Bank offers advances to members that may be prepaid on specified dates without the member
incurring prepayment or termination fees (prepayable and callable advances). The prepayment of
other advances requires the payment of a fee to the Bank (prepayment fee) if necessary to make the
Bank financially indifferent to the prepayment of the advance. At December 31, 2010 and 2009, the
Bank had aggregate prepayable and callable advances totaling $170,349,000 and $210,151,000,
respectively.
The following table summarizes advances at December 31, 2010 and 2009, by the earliest of year
of contractual maturity, next call date, or the first date on which prepayable advances can be
repaid without a prepayment fee (in thousands):
|
|
|
|
|
|
|
|
|
Year of Contractual Maturity or Next Call Date |
|
2010 |
|
|
2009 |
|
Overdrawn demand deposit accounts |
|
$ |
171 |
|
|
$ |
181 |
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
14,975,701 |
|
2011 |
|
|
12,437,799 |
|
|
|
7,082,672 |
|
2012 |
|
|
1,534,056 |
|
|
|
8,187,107 |
|
2013 |
|
|
2,953,639 |
|
|
|
8,664,137 |
|
2014 |
|
|
1,433,491 |
|
|
|
1,277,606 |
|
2015 |
|
|
750,082 |
|
|
|
412,830 |
|
Thereafter |
|
|
3,237,886 |
|
|
|
3,024,970 |
|
Amortizing advances |
|
|
2,713,632 |
|
|
|
3,282,368 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
25,060,756 |
|
|
$ |
46,907,572 |
|
|
|
|
|
|
|
|
The Bank also offers putable advances. With a putable advance, the Bank purchases a put option
from the member that allows the Bank to terminate the fixed rate advance on specified dates and
offer, subject to certain conditions, replacement funding at prevailing market rates. At December
31, 2010 and 2009, the Bank had putable advances outstanding totaling $3,486,421,000 and
$4,037,221,000, respectively.
F-24
The following table summarizes advances at December 31, 2010 and 2009, by the earlier of year
of contractual maturity or next possible put date (in thousands):
|
|
|
|
|
|
|
|
|
Year of Contractual Maturity or Next Put Date |
|
2010 |
|
|
2009 |
|
Overdrawn demand deposit accounts |
|
$ |
171 |
|
|
$ |
181 |
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
17,653,132 |
|
2011 |
|
|
15,288,601 |
|
|
|
7,288,623 |
|
2012 |
|
|
1,494,561 |
|
|
|
8,149,166 |
|
2013 |
|
|
2,476,955 |
|
|
|
8,166,527 |
|
2014 |
|
|
1,409,091 |
|
|
|
1,252,479 |
|
2015 |
|
|
565,210 |
|
|
|
235,906 |
|
Thereafter |
|
|
1,112,535 |
|
|
|
879,190 |
|
Amortizing advances |
|
|
2,713,632 |
|
|
|
3,282,368 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
25,060,756 |
|
|
$ |
46,907,572 |
|
|
|
|
|
|
|
|
Credit Concentrations. Due to the composition of its shareholders, the Banks potential
credit risk from advances is concentrated in commercial banks and savings institutions. As of
December 31, 2010 and 2009, the Bank had advances of $6,497,500,000 and $24,247,000,000,
respectively, outstanding to its two largest borrowers, Wells Fargo Bank South Central, National
Association (Wells Fargo) and Comerica Bank, which represented 26 percent and 52 percent,
respectively, of total advances outstanding at those dates. The interest income from advances to
these institutions totaled $59,081,000, $230,569,000 and $818,241,000 during the years ended
December 31, 2010, 2009 and 2008, respectively. In addition, the Bank recognized in earnings
$4,290,000 of gross prepayment fees related to prepaid advances from Wells Fargo during the year
ended December 31, 2010.
Interest Rate Payment Terms. The following table provides interest rate payment terms for
advances at December 31, 2010 and 2009 (in thousands, based upon par amount):
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Fixed-rate |
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
7,688,427 |
|
|
$ |
9,878,443 |
|
Due after one year |
|
|
10,607,136 |
|
|
|
12,438,216 |
|
|
|
|
|
|
|
|
Total fixed rate |
|
|
18,295,563 |
|
|
|
22,316,659 |
|
|
|
|
|
|
|
|
Variable-rate |
|
|
|
|
|
|
|
|
Due in one year or less |
|
|
4,690,851 |
|
|
|
5,062,871 |
|
Due after one year |
|
|
2,074,342 |
|
|
|
19,528,042 |
|
|
|
|
|
|
|
|
Total variable-rate |
|
|
6,765,193 |
|
|
|
24,590,913 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
25,060,756 |
|
|
$ |
46,907,572 |
|
|
|
|
|
|
|
|
At December 31, 2010 and 2009, 47 percent and 49 percent, respectively, of the Banks
fixed-rate advances were swapped to a variable rate.
Prepayment Fees. When a member prepays an advance, the Bank could suffer lower future income
if the principal portion of the prepaid advance is reinvested in lower-yielding assets that
continue to be funded by higher-cost debt. To protect against this risk, the Bank generally charges
a prepayment fee that makes it financially indifferent to a borrowers decision to prepay an
advance. As discussed in Note 1, the Bank records prepayment fees received from members/borrowers
on prepaid advances net of any associated hedging adjustments on those advances. Gross advance
prepayment fees received from members/borrowers during the years ended December 31, 2010, 2009 and
2008 were $53,187,000, $34,362,000 and $30,473,000, respectively. During the years ended December
31, 2010, 2009 and 2008, the Bank deferred $32,217,000, $1,184,000 and $88,000 of these gross
advance prepayment fees.
F-25
Note 8Mortgage Loans Held for Portfolio
Mortgage loans held for portfolio represent held-for-investment loans acquired through the MPF
Program (see Note 1). The following table presents information as of December 31, 2010 and 2009
for mortgage loans held for portfolio (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Fixed-rate medium-term* single-family mortgages |
|
$ |
48,102 |
|
|
$ |
63,737 |
|
Fixed-rate long-term single-family mortgages |
|
|
157,896 |
|
|
|
194,273 |
|
Premiums |
|
|
1,681 |
|
|
|
2,227 |
|
Discounts |
|
|
(286 |
) |
|
|
(380 |
) |
|
|
|
|
|
|
|
Total mortgage loans held for portfolio |
|
$ |
207,393 |
|
|
$ |
259,857 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Medium-term is defined as an original term of 15 years or less. |
The unpaid principal balance of mortgage loans held for portfolio at December 31, 2010
and 2009 was comprised of government-guaranteed/insured loans totaling $97,867,000 and
$118,977,000, respectively, and conventional loans totaling $108,131,000 and $139,033,000,
respectively.
PFIs are paid a credit enhancement fee (CE fee) as an incentive to minimize credit losses,
to share in the risk of loss on MPF loans and to pay for supplemental mortgage insurance, rather
than paying a guaranty fee to other secondary market purchasers. CE fees are paid monthly and are
determined based on the remaining unpaid principal balance of the MPF loans. The required credit
enhancement obligation varies depending upon the MPF product type. CE fees, payable to a PFI as
compensation for assuming credit risk, are recorded as a reduction to mortgage loan interest income
when paid by the Bank. During the years ended December 31, 2010, 2009 and 2008, mortgage loan
interest income was reduced by CE fees totaling $127,000, $120,000 and $174,000, respectively.
Note 9Allowance for Credit Losses
The Bank has established an allowance methodology for each of its portfolio segments: advances
and other extensions of credit to members, government-guaranteed/insured mortgage loans held for
portfolio, and conventional mortgage loans held for portfolio.
Advances and Other Extensions of Credit to Members. In accordance with federal statutes,
including the FHLB Act, the Bank lends to financial institutions within its district that are
involved in housing finance. The FHLB Act requires the Bank to obtain and maintain sufficient
collateral for advances and other extensions of credit to protect against losses. The Bank makes
advances and otherwise extends credit only against eligible collateral, as defined by regulation.
Eligible collateral includes whole first mortgages on improved residential real property (not more
than 90 days delinquent), or securities representing a whole interest in such mortgages; securities
issued, insured, or guaranteed by the United States Government or any of its agencies, including
mortgage-backed and other debt securities issued or guaranteed by the Federal National Mortgage
Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), or the
Government National Mortgage Association (Ginnie Mae); term deposits in the Bank; and other real
estate-related collateral acceptable to the Bank, provided that such collateral has a readily
ascertainable value and the Bank can perfect a security interest in such property. In the case of
Community Financial Institutions (redefined by the HER Act to include all FDIC-insured institutions
with average total assets over the three-year period preceding measurement of less than $1.0
billion, as adjusted annually for inflation), the Bank may also accept as eligible collateral
secured small business, small farm and small agribusiness loans and securities representing a whole
interest in such loans. Further, the HER Act added secured loans for community development
activities as eligible collateral to support advances to Community Financial Institutions. To
ensure the value of collateral pledged to the Bank is sufficient to secure its advances and other
extensions of credit, the Bank applies various haircuts, or discounts, to determine the value of
the collateral against which borrowers may borrow. As additional security, the Bank has a
statutory lien on each borrowers capital stock in the Bank.
Each member/borrower of the Bank executes a security agreement pursuant to which such
member/borrower grants a security interest in favor of the Bank in certain assets of such
member/borrower. The agreements under which a member grants a security interest fall into one of
two general structures. In the first structure, the member grants a security interest in all of
its assets that are included in the eligible collateral categories, as described in the preceding
paragraph, which the Bank refers to as a blanket lien. If a member has an investment grade
credit rating from an NRSRO, the member may request that its blanket lien be modified, such that
the member grants in favor of the Bank a security interest limited to certain of the eligible
collateral categories (i.e., whole first residential
F-26
mortgages, securities, term deposits in the
Bank and other real estate-related collateral). In the second structure, the member grants a
security interest in specifically identified assets rather than in the broad categories of eligible
collateral covered by the blanket lien and the Bank identifies such members as being on specific
collateral only status.
The basis upon which the Bank will lend to a member that has granted the Bank a blanket lien
depends on numerous factors, including, among others, that members financial condition and general
creditworthiness. Generally, and subject to certain limitations, a member that has granted the
Bank a blanket lien may borrow up to a specified percentage of the value of eligible collateral
categories, as determined from such members financial reports filed with its federal regulator,
without specifically identifying each item of collateral or delivering the collateral to the Bank.
Under certain circumstances, including, among others, a deterioration of a members financial
condition or general creditworthiness, the amount a member may borrow is determined on the basis of
only that portion of the collateral subject to the blanket lien that such member delivers to the
Bank. Under these circumstances, the Bank places the member on custody status. In addition,
members on blanket lien status may choose to deliver some or all of the collateral to the Bank.
The members/borrowers that are granted specific collateral only status by the Bank are
generally either insurance companies or members/borrowers with an investment grade credit rating
from an NRSRO that have requested this type of structure. Insurance companies are permitted to
borrow only against the eligible collateral that is delivered to the Bank, and insurance companies
generally grant a security interest only in collateral they have delivered. Members/borrowers with
an investment grade credit rating from an NRSRO may grant a security interest in, and would only be
permitted to borrow against, delivered eligible securities and specifically identified, eligible
first-lien mortgage loans. Such loans must be delivered to the Bank or a third-party custodian
approved by the Bank, or the Bank and such member/borrower must otherwise take actions that ensure
the priority of the Banks security interest in such loans. Investment grade rated
members/borrowers that choose this option are subject to fewer provisions that allow the Bank to
demand additional collateral or exercise other remedies based on the Banks discretion. Further,
the collateral they pledge is generally subject to larger haircuts (depending on the credit rating
of the member/borrower from time to time) than are applied to similar types of collateral pledged
by members under a blanket lien arrangement.
The Bank perfects its security interests in borrowers collateral in a number of ways. The
Bank usually perfects its security interest in collateral by filing a Uniform Commercial Code
financing statement against the borrower. In the case of certain borrowers, the Bank perfects its
security interest by taking possession or control of the collateral, which may be in addition to
the filing of a financing statement. In these cases, the Bank also generally takes assignments of
most of the mortgages and deeds of trust that are designated as collateral. Instead of requiring
delivery of the collateral to the Bank, the Bank may allow certain borrowers to deliver specific
collateral to a third-party custodian approved by the Bank or otherwise take actions that ensure
the priority of the Banks security interest in such collateral.
With certain exceptions set forth below, Section 10(e) of the FHLB Act affords any security
interest granted to the Bank by any member/borrower of the Bank, or any affiliate of any such
member/borrower, priority over the claims and rights of any party, including any receiver,
conservator, trustee, or similar party having rights of a lien creditor. However, the Banks
security interest is not entitled to priority over the claims and rights of a party that (i) would
be entitled to priority under otherwise applicable law or (ii) is an actual bona fide purchaser for
value or is a secured party who has a perfected security interest in such collateral in accordance
with applicable law (e.g., a prior perfected security interest under the Uniform Commercial Code or
other applicable law). For example, in a case in which the Bank has perfected its security
interest in collateral by filing a Uniform Commercial Code financing statement against the
borrower, another secured partys security interest in that same collateral that was perfected by
possession may be entitled to priority over the Banks security interest that was perfected by
filing a Uniform Commercial Code financing statement.
From time to time, the Bank agrees to subordinate its security interest in certain assets or
categories of assets granted by a member/borrower of the Bank to the security interest of another
creditor (typically, a Federal Reserve Bank or another FHLBank). If the Bank agrees to subordinate
its security interest in certain assets or categories of assets granted by a member/borrower of the
Bank to the security interest of another creditor, the Bank will not extend credit against those
assets or categories of assets.
On at least a quarterly basis, the Bank evaluates all outstanding extensions of credit to
members/borrowers for potential credit losses. These evaluations include a review of: (1) the
amount, type and performance of collateral available to secure the outstanding obligations; (2)
metrics that may be indicative of changes in the financial
F-27
condition and general creditworthiness
of the member/borrower; and (3) the payment status of the obligations. Any outstanding extensions
of credit that exhibit a potential credit weakness that could jeopardize the full collection of the
outstanding obligations would be classified as substandard, doubtful or loss. The Bank did not have
any advances or other extensions of credit to members/borrowers that were classified as
substandard, doubtful or loss at December 31, 2010.
The Bank considers the amount, type and performance of collateral to be the primary indicator
of credit quality with respect to its extensions of credit to members/borrowers. At December 31,
2010, the Bank had rights to
collateral on a borrower-by-borrower basis with an estimated value in excess of each
borrowers outstanding extensions of credit.
The Bank continues to evaluate and, as necessary, modify its credit extension and collateral
policies based on market conditions. At December 31, 2010, the Bank did not have any advances that
were past due, on non-accrual status, or considered impaired. There have been no troubled debt
restructurings related to advances.
The Bank has never experienced a credit loss on an advance or any other extension of credit to
a member/borrower and, based on its credit extension and collateral policies, management currently
does not anticipate any credit losses on its extensions of credit to members/borrowers.
Accordingly, the Bank has not provided any allowance for credit losses on advances, nor has it
recorded any liabilities to reflect an allowance for credit losses related to its off-balance sheet
credit exposures.
Mortgage
Loans Government-guaranteed/Insured. The Banks government-guaranteed/insured
fixed-rate mortgage loans are insured or guaranteed by the FHA or the DVA. Any losses from such
loans are expected to be recovered from those entities. Any losses from such loans that are not
recovered from those entities are absorbed by the servicers. Therefore, the Bank has not
established an allowance for credit losses on government-guaranteed/insured mortgage loans.
Mortgage
Loans Conventional Mortgage Loans. The allowance for losses on conventional
mortgage loans is determined by an analysis that includes consideration of various data such as
past performance, current performance, loan portfolio characteristics, collateral-related
characteristics, industry data, and prevailing economic conditions. The allowance for losses on
conventional mortgage loans also factors in the credit enhancement under the MPF Program. Any
incurred losses that are expected to be recovered from the credit enhancements are not reserved as
part of the Banks allowance for loan losses.
F-28
The Bank considers the key credit quality indicator for conventional mortgage loans to be
the payment status of each loan. The table below summarizes the unpaid principal balance by payment
status for conventional mortgage loans at December 31, 2010 and 2009 (dollar amounts in thousands).
The unpaid principal balance approximates the recorded investment in the loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
Government- |
|
|
|
|
|
|
|
|
|
|
Government- |
|
|
|
|
|
|
|
|
|
|
Guaranteed/ |
|
|
|
|
|
|
|
|
|
|
Guaranteed/ |
|
|
|
|
|
|
Conventional Loans |
|
|
Insured Loans |
|
|
Total |
|
|
Conventional Loans |
|
|
Insured Loans |
|
|
Total |
|
Mortgage loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 days delinquent |
|
$ |
2,092 |
|
|
$ |
4,993 |
|
|
$ |
7,085 |
|
|
$ |
1,740 |
|
|
$ |
6,710 |
|
|
$ |
8,450 |
|
60-89 days delinquent |
|
|
919 |
|
|
|
1,406 |
|
|
|
2,325 |
|
|
|
562 |
|
|
|
1,997 |
|
|
|
2,559 |
|
90 days or more delinquent |
|
|
1,254 |
|
|
|
857 |
|
|
|
2,111 |
|
|
|
1,115 |
|
|
|
2,515 |
|
|
|
3,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total past due |
|
|
4,265 |
|
|
|
7,256 |
|
|
|
11,521 |
|
|
|
3,417 |
|
|
|
11,222 |
|
|
|
14,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current loans |
|
|
103,866 |
|
|
|
90,611 |
|
|
|
194,477 |
|
|
|
135,616 |
|
|
|
107,755 |
|
|
|
243,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage loans |
|
$ |
108,131 |
|
|
$ |
97,867 |
|
|
$ |
205,998 |
|
|
$ |
139,033 |
|
|
$ |
118,977 |
|
|
$ |
258,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other delinquency statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In process of foreclosure(1) |
|
$ |
678 |
|
|
$ |
73 |
|
|
$ |
751 |
|
|
$ |
272 |
|
|
$ |
1,271 |
|
|
$ |
1,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Serious delinquency rate (2) |
|
|
1.2 |
% |
|
|
0.9 |
% |
|
|
1.0 |
% |
|
|
0.8 |
% |
|
|
2.1 |
% |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past due 90 days or more and still
accruing interest (3) |
|
$ |
|
|
|
$ |
857 |
|
|
$ |
857 |
|
|
$ |
|
|
|
$ |
2,515 |
|
|
$ |
2,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accrual loans |
|
$ |
1,254 |
|
|
$ |
|
|
|
$ |
1,254 |
|
|
$ |
1,115 |
|
|
$ |
|
|
|
$ |
1,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled debt restructurings |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes loans where the decision of foreclosure or similar alternative such as pursuit of deed-in-lieu has been made. |
|
(2) |
|
Loans that are 90 days or more past due or in the process of foreclosure expressed as a percentage of the total loan
portfolio. |
|
(3) |
|
Only government-guaranteed/insured mortgage loans continue to accrue interest after they become 90 days past due. |
At December 31, 2010 and 2009, the Banks other assets included $126,000 and $80,000,
respectively, of real estate owned.
Mortgage loans, other than those included in large groups of smaller-balance homogeneous
loans, are considered impaired when, based upon current information and events, it is probable that
the Bank will be unable to collect all principal and interest amounts due according to the
contractual terms of the mortgage loan agreement. Each non-accrual mortgage loan is specifically
reviewed for impairment. At December 31, 2010, the estimated value of the collateral securing each
of these loans was in excess of the outstanding loan amount. Therefore, none of these loans were
considered impaired and no specific reserve was established for any of these mortgage loans. The
remaining conventional mortgage loans were evaluated for impairment on a pool basis. Based upon
the current and past performance of these loans, the underwriting standards in place at the time
the loans were acquired, and current economic conditions, the Bank determined that an allowance for
loan losses of $225,000 was adequate to reserve for credit losses in its conventional mortgage loan
portfolio. The following table presents the activity in the allowance for credit losses on
conventional mortgage loans held for portfolio during the years ended December 31, 2010, 2009 and
2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Balance, beginning of year |
|
$ |
240 |
|
|
$ |
261 |
|
|
$ |
263 |
|
Chargeoffs |
|
|
(15 |
) |
|
|
(21 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
225 |
|
|
$ |
240 |
|
|
$ |
261 |
|
|
|
|
|
|
|
|
|
|
|
Note 10Deposits
The Bank offers demand and overnight deposits for members and qualifying non-members. In
addition, the Bank offers short-term interest-bearing deposit programs to members and qualifying
non-members. Interest-bearing deposits classified as demand and overnight pay interest based on a
daily interest rate. Term deposits pay interest based on a fixed rate that is determined on the
issuance date of the deposit. The weighted average interest rates paid
F-29
on average
outstanding deposits were 0.05 percent, 0.10 percent and 1.97 percent during 2010, 2009 and 2008,
respectively. For additional information regarding other interest-bearing deposits, see Note 14.
The following table details interest-bearing and non-interest bearing deposits as of December
31, 2010 and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Interest-bearing |
|
|
|
|
|
|
|
|
Demand and overnight |
|
$ |
989,902 |
|
|
$ |
1,306,066 |
|
Term |
|
|
80,126 |
|
|
|
156,488 |
|
Non-interest bearing (other) |
|
|
24 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
1,070,052 |
|
|
$ |
1,462,591 |
|
|
|
|
|
|
|
|
The aggregate amount of time deposits with a denomination of $100,000 or more was $80,067,000
and $155,897,000 as of December 31, 2010 and 2009, respectively.
Note 11Consolidated Obligations
Consolidated obligations are the joint and several obligations of the FHLBanks and consist of
consolidated obligation bonds and discount notes. Consolidated obligations are backed only by the
financial resources of the 12 FHLBanks. Consolidated obligations are not obligations of, nor are
they guaranteed by, the United States Government. The FHLBanks issue consolidated obligations
through the Office of Finance as their agent. In connection with each debt issuance, one or more
of the FHLBanks specifies the amount of debt it wants issued on its behalf; the Bank receives the
proceeds only of the debt issued on its behalf and is the primary obligor only for the portion of
bonds and discount notes for which it has received the proceeds. The Bank records on its balance
sheet only that portion of the consolidated obligations for which it is the primary obligor. The
Finance Agency and the U.S. Secretary of the Treasury have oversight over the issuance of FHLBank
debt through the Office of Finance. Consolidated obligation bonds are issued primarily to raise
intermediate- and long-term funds for the FHLBanks and are not subject to any statutory or
regulatory limits on maturity. Consolidated obligation discount notes are issued to raise
short-term funds and have maturities of one year or less. These notes are issued at a price that
is less than their face amount and are redeemed at par value when they mature. For additional
information regarding the FHLBanks joint and several liability on consolidated obligations, see
Note 18.
The par amounts of the 12 FHLBanks outstanding consolidated obligations, including
consolidated obligations held as investments by other FHLBanks, were approximately $796 billion and
$931 billion at December 31, 2010 and 2009, respectively. The Bank was the primary obligor on
$36.2 billion and $59.9 billion (at par value), respectively, of these consolidated obligations.
Regulations require each of the FHLBanks to maintain unpledged qualifying assets equal to its
participation in the consolidated obligations outstanding. Qualifying assets are defined as cash;
secured advances; assets with an assessment or rating at least equivalent to the current assessment
or rating of the consolidated obligations; obligations of or fully guaranteed by the United States;
obligations, participations, mortgages, or other instruments of or issued by Fannie Mae or Ginnie
Mae; mortgages, obligations or other securities which are or have ever been sold by Freddie Mac
under the FHLB Act; and such securities as fiduciary and trust funds may invest in under the laws
of the state in which the FHLBank is located. Any assets subject to a lien or pledge for the
benefit of holders of any issue of consolidated obligations are treated as if they were free from
lien or pledge for purposes of compliance with these regulations.
General Terms. Consolidated obligation bonds are issued with either fixed-rate coupon payment
terms or variable-rate coupon payment terms that use a variety of indices for interest rate resets
such as LIBOR or the federal funds rate. To meet the specific needs of certain investors in
consolidated obligations, both fixed-rate bonds and variable-rate bonds may contain complex coupon
payment terms and call options. When such consolidated obligations are issued, the Bank generally
enters into interest rate exchange agreements containing offsetting features that effectively
convert the terms of the bond to those of a simple variable-rate bond.
The consolidated obligation bonds typically issued by the Bank, beyond having fixed-rate or
simple variable-rate coupon payment terms, may also have the following broad terms regarding either
principal repayment or coupon payment terms:
Optional principal redemption bonds (callable bonds) that the Bank may redeem in whole or
in part at its discretion on predetermined call dates according to the terms of the bond
offerings;
Capped floating rate bonds pay interest at variable rates subject to an interest rate
ceiling;
F-30
Step-up bonds pay interest at increasing fixed rates for specified intervals over the life
of the bond. These bonds generally contain provisions that enable the Bank to call the bonds at
its option on predetermined call dates;
Step-down bonds pay interest at decreasing fixed rates for specified intervals over the
life of the bond. These bonds generally contain provisions that enable the Bank to call the
bonds at its option on predetermined call
dates;
Conversion bonds have coupons that convert from fixed to variable, or from variable to
fixed, on predetermined dates.
Interest Rate Payment Terms. The following table summarizes the Banks consolidated
obligation bonds outstanding by interest rate payment terms at December 31, 2010 and 2009 (in
thousands, at par value).
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Fixed-rate |
|
$ |
14,582,605 |
|
|
$ |
26,648,455 |
|
Simple variable-rate |
|
|
13,411,000 |
|
|
|
20,560,000 |
|
Step-up |
|
|
3,001,500 |
|
|
|
3,473,000 |
|
Variable that converts to fixed |
|
|
83,000 |
|
|
|
365,000 |
|
Step-down |
|
|
|
|
|
|
125,000 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
31,078,105 |
|
|
$ |
51,171,455 |
|
|
|
|
|
|
|
|
At December 31, 2010 and 2009, 82 percent and 90 percent, respectively, of the Banks
fixed-rate consolidated obligation bonds were swapped to a variable rate and 14 percent and 41
percent, respectively, of the Banks variable-rate consolidated obligation bonds were swapped to a
different variable rate index.
Redemption Terms. The following is a summary of the Banks consolidated obligation bonds
outstanding at December 31, 2010 and 2009, by year of contractual maturity (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Interest |
|
Year of Contractual Maturity |
|
Amount |
|
|
Rate |
|
|
Amount |
|
|
Rate |
|
2010 |
|
$ |
|
|
|
|
|
% |
|
$ |
30,951,315 |
|
|
|
1.18 |
% |
2011 |
|
|
18,269,685 |
|
|
|
0.86 |
|
|
|
9,163,685 |
|
|
|
1.52 |
|
2012 |
|
|
6,107,905 |
|
|
|
2.17 |
|
|
|
5,569,440 |
|
|
|
2.40 |
|
2013 |
|
|
1,465,000 |
|
|
|
2.59 |
|
|
|
1,085,000 |
|
|
|
3.39 |
|
2014 |
|
|
1,400,440 |
|
|
|
2.65 |
|
|
|
1,191,440 |
|
|
|
3.39 |
|
2015 |
|
|
883,255 |
|
|
|
2.69 |
|
|
|
603,255 |
|
|
|
3.76 |
|
Thereafter |
|
|
2,951,820 |
|
|
|
3.28 |
|
|
|
2,607,320 |
|
|
|
4.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
|
31,078,105 |
|
|
|
1.56 |
|
|
|
51,171,455 |
|
|
|
1.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums |
|
|
51,349 |
|
|
|
|
|
|
|
85,618 |
|
|
|
|
|
Discounts |
|
|
(11,977 |
) |
|
|
|
|
|
|
(15,451 |
) |
|
|
|
|
Hedging adjustments |
|
|
198,128 |
|
|
|
|
|
|
|
274,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
31,315,605 |
|
|
|
|
|
|
$ |
51,515,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2010 and 2009, the Banks consolidated obligation bonds outstanding included
the following (in thousands, at par value):
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Non-callable bonds |
|
$ |
26,278,890 |
|
|
$ |
44,056,715 |
|
Callable bonds |
|
|
4,799,215 |
|
|
|
7,114,740 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
31,078,105 |
|
|
$ |
51,171,455 |
|
|
|
|
|
|
|
|
F-31
The following table summarizes the Banks consolidated obligation bonds outstanding at
December 31, 2010 and 2009, by the earlier of year of contractual maturity or next possible call
date (in thousands, at par value):
|
|
|
|
|
|
|
|
|
Year of Contractual Maturity or Next Call Date |
|
2010 |
|
|
2009 |
|
2010 |
|
$ |
|
|
|
$ |
35,970,315 |
|
2011 |
|
|
21,479,505 |
|
|
|
8,743,005 |
|
2012 |
|
|
6,594,905 |
|
|
|
4,358,440 |
|
2013 |
|
|
1,545,000 |
|
|
|
890,000 |
|
2014 |
|
|
440,440 |
|
|
|
216,440 |
|
2015 |
|
|
336,255 |
|
|
|
311,255 |
|
Thereafter |
|
|
682,000 |
|
|
|
682,000 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
31,078,105 |
|
|
$ |
51,171,455 |
|
|
|
|
|
|
|
|
Consolidated Obligation Discount Notes. Consolidated obligation discount notes are issued to
raise short-term funds. Discount notes are consolidated obligations with original maturities up to
one year. These notes are issued at a price that is less than their face amount and are redeemed at
par value when they mature. At December 31, 2010 and 2009, the Banks consolidated obligation
discount notes, all of which are due within one year, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average Implied |
|
|
|
Book Value |
|
|
Par Value |
|
|
Interest Rate |
|
|
December 31, 2010 |
|
$ |
5,131,978 |
|
|
$ |
5,132,613 |
|
|
|
0.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
$ |
8,762,028 |
|
|
$ |
8,764,942 |
|
|
|
0.27 |
% |
|
|
|
|
|
|
|
|
|
|
At December 31, 2010 and 2009, 18 percent and 73 percent, respectively, of the Banks
consolidated obligation discount notes were swapped to a variable rate.
Note 12Affordable Housing Program
Section 10(j) of the FHLB Act requires each FHLBank to establish an AHP. Each FHLBank
provides subsidies in the form of direct grants and/or below market interest rate advances to
members who use the funds to assist with the purchase, construction, or rehabilitation of housing
for very low-, low-, and moderate-income households. Historically, the Bank has provided subsidies
under its AHP in the form of direct grants. Annually, each FHLBank must set aside for the AHP 10
percent of its current years income before charges for AHP (as adjusted for interest expense on
mandatorily redeemable capital stock), but after the assessment for REFCORP, subject to a
collective minimum contribution for all 12 FHLBanks of $100 million. The exclusion of interest
expense on mandatorily redeemable capital stock is required pursuant to a Finance Agency regulatory
interpretation. If the result of the aggregate 10 percent calculation is less than $100 million
for all 12 FHLBanks, then the FHLB Act requires the shortfall to be allocated among the FHLBanks
based on the ratio of each FHLBanks income before AHP and REFCORP to the sum of the income before
AHP and REFCORP of all 12 FHLBanks provided, however, that each FHLBanks required annual AHP
contribution is limited to its annual net earnings. There was no shortfall during the years ended
December 31, 2010, 2009 or 2008. If a FHLBank determines that its required contributions are
contributing to its financial instability, it may apply to the Finance Agency for a temporary
suspension of its AHP contributions. No FHLBank applied for a suspension of its AHP contributions
in 2010, 2009 or 2008.
Generally, the Banks AHP assessment is derived by adding interest expense on mandatorily
redeemable capital stock (see Note 15) to reported income before assessments and then subtracting
the REFCORP assessment; the result of this calculation is then multiplied by 10 percent. The
calculation of the REFCORP assessment is described in Note 13. The Bank charges the amount set
aside for AHP to income and recognizes it as a liability. The Bank relieves the AHP liability as
members receive grants. If the Bank experiences a loss during a calendar quarter but still has
income for the calendar year, the Banks obligation to the AHP is based upon its year-to-date
income. In years where the Banks income before AHP and REFCORP (as adjusted for interest expense
on mandatorily redeemable capital stock) is zero or less, the amount of the AHP assessment is
typically equal to zero, and the Bank would not typically be entitled to a credit that could be
used to reduce required contributions in future years.
At December 31, 2010 and 2009, the Bank had no outstanding AHP-related advances.
F-32
The following table summarizes the changes in the Banks AHP liability during the years ended
December 31, 2010, 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Balance, beginning of year |
|
$ |
43,714 |
|
|
$ |
43,067 |
|
|
$ |
47,440 |
|
AHP assessment |
|
|
11,641 |
|
|
|
16,461 |
|
|
|
8,949 |
|
Grants funded, net of recaptured amounts |
|
|
(14,311 |
) |
|
|
(15,814 |
) |
|
|
(13,322 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
41,044 |
|
|
$ |
43,714 |
|
|
$ |
43,067 |
|
|
|
|
|
|
|
|
|
|
|
Note 13 REFCORP
Each FHLBank is required to pay 20 percent of its reported earnings (after the AHP assessment)
to REFCORP. The AHP and REFCORP assessments are calculated simultaneously because of their
dependence on one another. To compute the REFCORP assessment, which is paid quarterly in arrears,
the Banks AHP assessment (described in Note 12) is subtracted from reported income before
assessments and the result is multiplied by 20 percent.
The FHLBanks will continue to be obligated to pay these amounts to REFCORP until the aggregate
amounts actually paid by all 12 FHLBanks are equivalent to a $300 million annual annuity (or a
scheduled payment of $75 million per calendar quarter) whose final maturity date is April 15, 2030,
at which point the required payment of each FHLBank to REFCORP will be fully satisfied. The
cumulative amount to be paid to REFCORP by the Bank is not determinable at this time because it
depends on the future earnings of each of the FHLBanks and interest rates. If the Bank experiences
a loss during a calendar quarter but still has income for the calendar year, the Banks obligation
to REFCORP is calculated based upon its year-to-date income. The Bank is entitled to a refund of
amounts paid for the full year that were in excess of its calculated annual obligation or,
alternatively, a credit against future REFCORP assessments. If the Bank experiences a loss for a
full year, the Bank would have no obligation to REFCORP for that year nor would it typically be
entitled to a credit that could be carried forward to reduce assessments payable in future years.
Based on its calculated annual obligation for the year ended December 31, 2008, the Bank was
due $16,881,000 as of December 31, 2008. This amount was credited against amounts due for the
Banks 2009 REFCORP assessments.
The Finance Agency is required to extend the term of the FHLBanks obligation to REFCORP for
each calendar quarter in which there is a deficit quarterly payment. A deficit quarterly payment
is the amount by which the actual quarterly payment falls short of $75 million.
The FHLBanks aggregate payments for periods through December 31, 2010 exceeded the scheduled
payments, effectively accelerating payment of the REFCORP obligation and shortening its remaining
term to the third quarter of 2011. The FHLBanks aggregate payments for periods through December
31, 2010 have satisfied $64.6 million of the $75 million scheduled payment for the third quarter of
2011 and all scheduled payments thereafter. This date assumes that the FHLBanks will pay exactly
$75 million quarterly after December 31, 2010 until the annuity is satisfied.
The benchmark payments, or portions thereof, could be reinstated if the actual REFCORP
payments of all of the FHLBanks fall short of $75 million in one or more future calendar quarters.
The maturity date of the REFCORP obligation may be extended beyond April 15, 2030 if such extension
is necessary to ensure that the value of the aggregate amounts paid by the FHLBanks exactly equals
a $300 million annual annuity. Any payments beyond April 15, 2030 would be paid to the U.S.
Department of the Treasury.
Note 14Derivatives and Hedging Activities
Hedging Activities. As a financial intermediary, the Bank is exposed to interest rate risk.
This risk arises from a variety of financial instruments that the Bank enters into on a regular
basis in the normal course of its business. The Bank enters into interest rate swap, swaption, cap
and forward rate agreements (collectively, interest rate exchange agreements) to manage its
exposure to changes in interest rates. The Bank may use these instruments to adjust the effective
maturity, repricing frequency, or option characteristics of financial instruments to achieve risk
management objectives. The Bank has not entered into any credit default swaps or foreign
exchange-related derivatives.
F-33
The Bank uses interest rate exchange agreements in two ways: either by designating the
agreement as a fair value hedge of a specific financial instrument or firm commitment or by
designating the agreement as a hedge of some defined risk in the course of its balance sheet
management (referred to as an economic hedge). For example, the Bank uses interest rate exchange
agreements in its overall interest rate risk management activities to adjust the interest rate
sensitivity of consolidated obligations to approximate more closely the interest rate sensitivity
of its assets (both advances and investments), and/or to adjust the interest rate sensitivity of
advances or investments to approximate more closely the interest rate sensitivity of its
liabilities. In addition to using interest rate exchange agreements to manage mismatches between
the coupon features of its assets and liabilities, the Bank also uses interest rate exchange
agreements to manage embedded options in assets and liabilities, to preserve the market value of
existing assets and liabilities, to hedge the duration risk of prepayable instruments, to offset
interest rate exchange agreements entered into with members (the Bank serves as an intermediary in
these transactions), and to reduce funding costs.
The Bank, consistent with Finance Agency regulations, enters into interest rate exchange
agreements only to reduce potential market risk exposures inherent in otherwise unhedged assets and
liabilities or to act as an intermediary between its members and the Banks derivative
counterparties. The Bank is not a derivatives dealer and it does not trade derivatives for
short-term profit.
At inception, the Bank formally documents the relationships between derivatives designated as
hedging instruments and their hedged items, its risk management objectives and strategies for
undertaking the hedge transactions, and its method for assessing the effectiveness of the hedging
relationships. This process includes linking all derivatives that are designated as fair value
hedges to: (1) specific assets and liabilities on the statement of condition or (2) firm
commitments. The Bank also formally assesses (both at the inception of the hedging relationship and
on a monthly basis thereafter) whether the derivatives that are used in hedging transactions have
been effective in offsetting changes in the fair value of hedged items and whether those
derivatives may be expected to remain effective in future periods. The Bank uses regression
analyses to assess the effectiveness of its hedges.
Investments The Bank has invested in agency and non-agency mortgage-backed securities. The
interest rate and prepayment risk associated with these investment securities is managed through
consolidated obligations and/or derivatives. The Bank may manage prepayment and duration risk
presented by some investment securities with either callable or non-callable consolidated
obligations or interest rate exchange agreements, including caps and interest rate swaps.
A substantial portion of the Banks held-to-maturity securities are variable-rate
mortgage-backed securities that include caps that would limit the variable-rate coupons if
short-term interest rates rise dramatically. To hedge a portion of the potential cap risk embedded
in these securities, the Bank enters into interest rate cap agreements. These derivatives are
treated as economic hedges.
Advances The Bank issues both fixed-rate and variable-rate advances. When appropriate, the
Bank uses interest rate exchange agreements to adjust the interest rate sensitivity of its
fixed-rate advances to more closely approximate the interest rate sensitivity of its liabilities.
With issuances of putable advances, the Bank purchases from the member a put option that enables
the Bank to terminate a fixed-rate advance on specified future dates. This embedded option is
clearly and closely related to the host advance contract. The Bank typically hedges a putable
advance by entering into a cancelable interest rate exchange agreement where the Bank pays a fixed
coupon and receives a variable coupon, and sells an option to cancel the swap to the swap
counterparty. This type of hedge is treated as a fair value hedge. The swap counterparty can cancel
the interest rate exchange agreement on the call date and the Bank can cancel the putable advance
and offer, subject to certain conditions, replacement funding at prevailing market rates.
A small portion of the Banks variable-rate advances are subject to interest rate caps that
would limit the variable-rate coupons if short-term interest rates rise above a predetermined
level. To hedge the cap risk embedded in these advances, the Bank generally enters into interest
rate cap agreements. This type of hedge is treated as a fair value hedge.
The Bank may hedge a firm commitment for a forward-starting advance through the use of an
interest rate swap. In this case, the swap will function as the hedging instrument for both the
firm commitment and the subsequent advance. The carrying value of the firm commitment will be
included in the basis of the advance at the time the commitment is terminated and the advance is
issued. The basis adjustment will then be amortized into interest income over the life of the
advance.
F-34
The Bank enters into optional advance commitments with its members. In an optional advance
commitment, the Bank sells an option to the member that provides the member with the right to enter
into an advance at a specified fixed rate and term on a specified future date, provided the member
has satisfied all of the customary requirements for such advance. Optional advance commitments
involving Community Investment Program (CIP) and
Economic Development Program (EDP) advances with a commitment period of three months or less
are currently provided at no cost to members. The Bank may hedge an optional advance commitment
through the use of an interest rate swaption. In this case, the swaption will function as the
hedging instrument for both the commitment and, if the option is exercised by the member, the
subsequent advance. These swaptions are treated as economic hedges.
Consolidated Obligations - While consolidated obligations are the joint and several
obligations of the FHLBanks, each FHLBank is the primary obligor for the consolidated obligations
it has issued or assumed from another FHLBank. The Bank generally enters into derivative contracts
to hedge the interest rate risk associated with its specific debt issuances.
To manage the interest rate risk of certain of its consolidated obligations, the Bank will
match the cash outflow on a consolidated obligation with the cash inflow of an interest rate
exchange agreement. With issuances of fixed-rate consolidated obligation bonds, the Bank typically
enters into a matching interest rate exchange agreement in which the counterparty pays fixed cash
flows to the Bank that are designed to mirror in timing and amount the cash outflows the Bank pays
on the consolidated obligation. In this transaction, the Bank pays a variable cash flow that
closely matches the interest payments it receives on short-term or variable-rate assets, typically
one-month or three-month LIBOR. Such transactions are treated as fair value hedges. On occasion,
the Bank may enter into fixed-for-floating interest rate exchange agreements to hedge the interest
rate risk associated with certain of its consolidated obligation discount notes. The derivatives
associated with the Banks discount note hedging are treated as economic hedges. The Bank may also
use interest rate exchange agreements to convert variable-rate consolidated obligation bonds from
one index rate (e.g., the daily federal funds rate) to another index rate (e.g., one- or
three-month LIBOR); these transactions are treated as economic hedges.
The Bank has not issued consolidated obligations denominated in currencies other than U.S.
dollars.
Balance Sheet Management From time to time, the Bank may enter into interest rate basis
swaps to reduce its exposure to changing spreads between one-month and three-month LIBOR. In
addition, to reduce its exposure to reset risk, the Bank may occasionally enter into forward rate
agreements. These derivatives are treated as economic hedges.
Intermediation The Bank offers interest rate swaps, caps and floors to its members to assist
them in meeting their hedging needs. In these transactions, the Bank acts as an intermediary for
its members by entering into an interest rate exchange agreement with a member and then entering
into an offsetting interest rate exchange agreement with one of the Banks approved derivative
counterparties. All interest rate exchange agreements related to the Banks intermediary
activities with its members are accounted for as economic hedges.
F-35
Impact of Derivatives and Hedging Activities. The following table summarizes the notional
balances and estimated fair values of the Banks outstanding derivatives at December 31, 2010 and
2009 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Notional |
|
|
Estimated Fair Value |
|
|
Notional |
|
|
Estimated Fair Value |
|
|
|
Amount of |
|
|
Derivative |
|
|
Derivative |
|
|
Amount of |
|
|
Derivative |
|
|
Derivative |
|
|
|
Derivatives |
|
|
Assets |
|
|
Liabilities |
|
|
Derivatives |
|
|
Assets |
|
|
Liabilities |
|
Derivatives designated as hedging instruments
under
ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
8,538,084 |
|
|
$ |
29,201 |
|
|
$ |
501,545 |
|
|
$ |
10,877,414 |
|
|
$ |
35,442 |
|
|
$ |
481,486 |
|
Consolidated obligation bonds |
|
|
14,650,120 |
|
|
|
352,710 |
|
|
|
53,502 |
|
|
|
27,613,970 |
|
|
|
487,664 |
|
|
|
17,743 |
|
Interest rate caps related to advances |
|
|
83,000 |
|
|
|
632 |
|
|
|
|
|
|
|
76,000 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as hedging
instruments under ASC 815 |
|
|
23,271,204 |
|
|
|
382,543 |
|
|
|
555,047 |
|
|
|
38,567,384 |
|
|
|
523,175 |
|
|
|
499,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging
instruments under ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
6,000 |
|
|
|
|
|
|
|
59 |
|
|
|
5,000 |
|
|
|
|
|
|
|
103 |
|
Consolidated obligation bonds |
|
|
1,600,000 |
|
|
|
2,262 |
|
|
|
|
|
|
|
8,195,000 |
|
|
|
16,611 |
|
|
|
129 |
|
Consolidated obligation discount notes |
|
|
912,722 |
|
|
|
2,825 |
|
|
|
|
|
|
|
6,413,343 |
|
|
|
12,766 |
|
|
|
|
|
Basis swaps(1) |
|
|
6,700,000 |
|
|
|
14,886 |
|
|
|
|
|
|
|
9,700,000 |
|
|
|
22,868 |
|
|
|
1,290 |
|
Intermediary transactions |
|
|
44,200 |
|
|
|
508 |
|
|
|
426 |
|
|
|
24,200 |
|
|
|
474 |
|
|
|
428 |
|
Interest rate swaptions related to optional
advance commitments |
|
|
150,000 |
|
|
|
10,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps related to advances |
|
|
13,000 |
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
6 |
|
|
|
|
|
Interest rate caps related to held-to-maturity securities |
|
|
3,700,000 |
|
|
|
19,585 |
|
|
|
|
|
|
|
3,750,000 |
|
|
|
51,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives not designated as hedging
instruments under ASC 815 |
|
|
13,125,922 |
|
|
|
50,475 |
|
|
|
485 |
|
|
|
28,097,543 |
|
|
|
103,872 |
|
|
|
1,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives before netting and collateral
adjustments |
|
$ |
36,397,126 |
|
|
|
433,018 |
|
|
|
555,532 |
|
|
$ |
66,664,927 |
|
|
|
627,047 |
|
|
|
501,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash collateral and related accrued interest |
|
|
|
|
|
|
(55,481 |
) |
|
|
(215,356 |
) |
|
|
|
|
|
|
(204,748 |
) |
|
|
(143,378 |
) |
Netting adjustments |
|
|
|
|
|
|
(338,866 |
) |
|
|
(338,866 |
) |
|
|
|
|
|
|
(357,315 |
) |
|
|
(357,315 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total collateral and netting adjustments (2) |
|
|
|
|
|
|
(394,347 |
) |
|
|
(554,222 |
) |
|
|
|
|
|
|
(562,063 |
) |
|
|
(500,693 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative balances reported in statements of
condition |
|
|
|
|
|
$ |
38,671 |
|
|
$ |
1,310 |
|
|
|
|
|
|
$ |
64,984 |
|
|
$ |
486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Banks basis swaps are used to reduce its exposure to changing spreads between
one-month and three-month LIBOR. |
|
(2) |
|
Amounts represent the effect of legally enforceable master netting agreements between
the Bank and its derivative counterparties that allow the Bank to offset positive and negative
positions as well as the cash collateral held or placed with those same counterparties. |
F-36
The following table presents the components of net gains (losses) on derivatives and
hedging activities as presented in the statements of income for the years ended December 31, 2010,
2009 and 2008 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in Earnings |
|
|
|
for the Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Derivatives and hedged items in ASC 815 fair value
hedging relationships |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
$ |
164 |
|
|
$ |
59,329 |
|
|
$ |
(46,791 |
) |
Interest rate caps |
|
|
(585 |
) |
|
|
(30 |
) |
|
|
(1,437 |
) |
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) related to fair value hedge ineffectiveness |
|
|
(421 |
) |
|
|
59,299 |
|
|
|
(48,228 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under
ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income on interest rate swaps |
|
|
18,736 |
|
|
|
107,564 |
|
|
|
4,956 |
|
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
65 |
|
|
|
(36 |
) |
|
|
321 |
|
Available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
1,037 |
|
Consolidated obligation bonds |
|
|
(8,176 |
) |
|
|
10,337 |
|
|
|
(926 |
) |
Consolidated obligation discount notes |
|
|
(1,324 |
) |
|
|
(7,395 |
) |
|
|
9,216 |
|
Basis swaps(1) |
|
|
2,033 |
|
|
|
8,994 |
|
|
|
42,530 |
|
Intermediary transactions |
|
|
36 |
|
|
|
30 |
|
|
|
16 |
|
Interest rate swaptions related to optional advance commitments |
|
|
3,248 |
|
|
|
|
|
|
|
|
|
Interest rate caps |
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
(31,930 |
) |
|
|
14,316 |
|
|
|
(2,243 |
) |
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) related to derivatives not designated as
hedging instruments under ASC 815 |
|
|
(17,318 |
) |
|
|
133,810 |
|
|
|
54,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on derivatives and hedging activities
reported in the statements of income |
|
$ |
(17,739 |
) |
|
$ |
193,109 |
|
|
$ |
6,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Banks basis swaps are used to reduce its exposure to changing spreads between
one-month and three-month LIBOR. |
F-37
The following table presents, by type of hedged item, the gains (losses) on derivatives
and the related hedged items in ASC 815 fair value hedging relationships and the impact of those
derivatives on the Banks net interest income for the years ended December 31, 2010 and 2009 (in
thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on |
|
|
Gain (Loss) on |
|
|
Net Fair Value Hedge |
|
|
Derivative Net Interest |
|
Hedged Item |
|
Derivatives |
|
|
Hedged Items |
|
|
Ineffectiveness(1) |
|
|
Income (Expense)(2) |
|
Year ended December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
(86,040 |
) |
|
$ |
85,296 |
|
|
$ |
(744 |
) |
|
$ |
(271,839 |
) |
Consolidated obligation bonds |
|
|
(73,198 |
) |
|
|
73,521 |
|
|
|
323 |
|
|
|
389,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(159,238 |
) |
|
$ |
158,817 |
|
|
$ |
(421 |
) |
|
$ |
117,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
308,440 |
|
|
$ |
(311,501 |
) |
|
$ |
(3,061 |
) |
|
$ |
(298,220 |
) |
Available-for-sale securities |
|
|
503 |
|
|
|
(605 |
) |
|
|
(102 |
) |
|
|
(325 |
) |
Consolidated obligation bonds |
|
|
(226,990 |
) |
|
|
289,452 |
|
|
|
62,462 |
|
|
|
460,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
81,953 |
|
|
$ |
(22,654 |
) |
|
$ |
59,299 |
|
|
$ |
161,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reported as net gains (losses) on derivatives and hedging activities in the statements of income. |
|
(2) |
|
The net interest income (expense) associated with derivatives in ASC 815 fair value hedging relationships is reported in the statements of income in the interest
income/expense line item for the indicated hedged item. |
Credit Risk. The Bank is subject to credit risk due to the risk of nonperformance by
counterparties to its derivative agreements. To mitigate this risk, the Bank has entered into
master swap and credit support agreements with all of its derivative counterparties. These
agreements provide for the netting of all transactions with a derivative counterparty and the
delivery of collateral when certain thresholds (generally ranging from $100,000 to $500,000) are
met. The Bank manages derivative counterparty credit risk through the use of these agreements,
credit analysis, and adherence to the requirements set forth in the Banks Risk Management Policy
and Finance Agency regulations. Based on the netting provisions and collateral requirements of its
master swap and credit support agreements and the creditworthiness of its derivative
counterparties, Bank management does not currently anticipate any credit losses on its derivative
agreements.
The notional amount of its interest rate exchange agreements does not measure the Banks
credit risk exposure, and the maximum credit exposure for the Bank is substantially less than the
notional amount. The maximum credit risk exposure is the estimated cost, on a present value basis,
of replacing at current market rates all interest rate exchange agreements with a counterparty with
whom the Bank is in a net gain position, if the counterparty were to default. In determining its
maximum credit exposure to a counterparty, the Bank, as permitted under master netting provisions
of its interest rate exchange agreements, nets its obligations to the counterparty (i.e.,
derivative liabilities) against the counterpartys obligations to the Bank (i.e., derivative
assets). Maximum credit risk also considers the impact of cash collateral held or remitted by the
Bank. As of December 31, 2010 and 2009, the Bank held as collateral cash balances of $55,471,000
and $204,724,000, respectively. The cash collateral held is reported in derivative
assets/liabilities in the statements of condition.
At December 31, 2010 and 2009, the Banks maximum credit risk, as defined above, was
approximately $34,183,000 and $49,732,000, respectively. In early January 2011 and early January
2010, additional/excess cash collateral of $33,006,000 and $47,992,000, respectively, was
delivered/returned to the Bank pursuant to counterparty credit arrangements.
The Bank transacts most of its interest rate exchange agreements with large financial
institutions. Some of these institutions (or their affiliates) buy, sell, and distribute
consolidated obligations. Assets pledged by the Bank to these counterparties are further described
in Note 18.
When entering into interest rate exchange agreements with its members, the Bank requires the
member to post eligible collateral in an amount equal to the sum of the net market value of the
members derivative transactions with the Bank (if the value is positive to the Bank) plus a
percentage of the notional amount of any interest rate
F-38
swaps, with market values determined on at
least a monthly basis. At December 31, 2010 and 2009, the net market value of the Banks
derivatives with its members totaled ($53,000) and ($432,000), respectively.
The Bank has an agreement with one of its derivative counterparties that contains provisions
that may require the Bank to deliver collateral to the counterparty if there is a deterioration in
the Banks long-term credit rating to AA+ or below by S&P or Aa1 or below by Moodys and the Bank
loses its status as a government-sponsored enterprise. If this were to occur, the counterparty to
the agreement would be entitled to collateral equal to its exposure to the extent such exposure
exceeded $1,000,000. However, the Bank would not be required to deliver collateral unless the
amount to be delivered is at least $500,000. The derivative instruments subject to this agreement
were in a net asset position for the Bank on December 31, 2010.
Note 15Capital
Under the Gramm-Leach-Bliley Act of 1999 (the GLB Act) and the Finance Agencys capital
regulations, each FHLBank may issue Class A stock or Class B stock, or both, to its members. The
Banks capital plan provides that it will issue only Class B capital stock. The Class B stock has
a par value of $100 per share and is purchased, redeemed, repurchased and, with the prior approval
of the Bank, transferred only at its par value. As required by statute and regulation, members may
request the Bank to redeem excess Class B stock, or withdraw from membership and request the Bank
to redeem all outstanding capital stock, with five years written notice to the Bank. The
regulations also allow the Bank, in its sole discretion, to repurchase members excess stock at any
time without regard for the five-year notification period as long as the Bank continues to meet its
regulatory capital requirements following any stock repurchases, as described below.
Shareholders are required to maintain an investment in Class B stock equal to the sum of a
membership investment requirement and an activity-based investment requirement. Currently, the
membership investment requirement is 0.06 percent of each members total assets as of the previous
calendar year-end, subject to a minimum of $1,000 and a maximum of $25,000,000. The activity-based
investment requirement is currently 4.10 percent of outstanding advances. Effective April 18, 2011,
the membership investment requirement will be reduced to 0.05 percent of each members total assets
as of the previous calendar year-end, subject to a minimum of $1,000 and a maximum of $10,000,000.
Members and institutions that acquire members must comply with the activity-based investment
requirements for as long as the relevant advances remain outstanding. The Banks Board of
Directors has the authority to adjust these requirements periodically within ranges established in
the capital plan, as amended from time to time, to ensure that the Bank remains adequately
capitalized.
Excess stock is defined as the amount of stock held by a member (or former member) in excess
of that institutions minimum investment requirement (i.e., the amount of stock held in excess of
its activity-based investment requirement and, in the case of a member, its membership investment
requirement). At any time, shareholders may request the Bank to repurchase excess capital stock.
Although the Bank is not obligated to repurchase excess stock prior to the expiration of a
five-year redemption or withdrawal notification period, it will typically endeavor to honor such
requests within a reasonable period of time (generally not exceeding 30 days) so long as the Bank
will continue to meet its regulatory capital requirements following the repurchase.
The Banks Member Products and Credit Policy provides that the Bank may periodically
repurchase a portion of members excess capital stock. The Bank generally repurchases surplus
stock at the end of the month following the end of each calendar quarter (e.g., January 31, April
30, July 31 and October 31). For the quarterly repurchases that occurred between April 30, 2007
and October 31, 2008 and for those that occurred on October 29, 2010 and January 31, 2011, surplus
stock was defined as stock in excess of 105 percent of the members minimum investment requirement.
Surplus stock was defined as stock in excess of 120 percent of the members minimum investment
requirement for the repurchases that occurred between January 30, 2009 and July 30, 2010. The
Banks practice has been that a members surplus stock will not be repurchased if the amount of
that members surplus stock is $250,000 or less or if, subject to certain exceptions, the member is
on restricted collateral status. During the years ended December 31, 2010, 2009 and 2008, the Bank
repurchased surplus stock totaling $360,590,000, $513,286,000, and $807,882,000, respectively.
During the year ended December 31, 2010, none of the repurchased surplus stock was classified as
mandatorily redeemable at the time of repurchase. During the years ended December 31, 2009 and
2008, $7,602,000 and $53,277,000, respectively, of the repurchased surplus stock was classified as
mandatorily redeemable capital stock at the time of repurchase. On January 31, 2011, the Bank
repurchased surplus stock totaling $102,459,000, none of which was classified as mandatorily
redeemable capital stock at that date. From time
F-39
to time, the Bank may further modify the
definition of surplus stock or the timing and/or frequency of surplus stock repurchases.
The following table presents total excess stock and surplus stock at December 31, 2010 and
2009 (in thousands). For this purpose, surplus stock is computed using the definitions that
applied on January 31, 2011 and January 29, 2010.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Excess stock |
|
|
|
|
|
|
|
|
Capital stock |
|
$ |
222,321 |
|
|
$ |
287,208 |
|
Mandatorily redeemable capital stock |
|
|
4,004 |
|
|
|
4,990 |
|
|
|
|
|
|
|
|
Total |
|
$ |
226,325 |
|
|
$ |
292,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Surplus stock |
|
|
|
|
|
|
|
|
Capital stock |
|
$ |
183,149 |
|
|
$ |
135,504 |
|
Mandatorily redeemable capital stock |
|
|
3,896 |
|
|
|
4,618 |
|
|
|
|
|
|
|
|
Total |
|
$ |
187,045 |
|
|
$ |
140,122 |
|
|
|
|
|
|
|
|
Under the Finance Agencys regulations, the Bank is subject to three capital
requirements. First, the Bank must maintain at all times permanent capital (defined under the
Finance Agencys rules and regulations as retained earnings and all Class B stock regardless of its
classification for financial reporting purposes) in an amount at least equal to its risk-based
capital requirement, which is the sum of its credit risk capital requirement, its market risk
capital requirement, and its operations risk capital requirement, calculated in accordance with the
rules and regulations of the Finance Agency. The Finance Agency may require the Bank to maintain a
greater amount of permanent capital than is required by the risk-based capital requirements as
defined. Second, the Bank must, at all times, maintain total capital in an amount at least equal
to 4.0 percent of its total assets (capital-to-assets ratio). For the Bank, total capital is
defined by Finance Agency rules and regulations as the Banks permanent capital and the amount of
any general allowance for losses (i.e., those reserves that are not held against specific assets).
Finally, the Bank is required to maintain at all times a minimum leverage capital-to-assets ratio
in an amount at least equal to 5.0 percent of its total assets. In applying this requirement to
the Bank, leverage capital includes the Banks permanent capital multiplied by a factor of 1.5 plus
the amount of any general allowance for losses. The Bank did not have any general reserves at
December 31, 2010 or 2009. Under the regulatory definitions, total capital and permanent capital
exclude accumulated other comprehensive income (loss). Additionally, mandatorily redeemable
capital stock is considered capital (i.e., Class B stock) for purposes of determining the Banks
compliance with its regulatory capital requirements.
At all times during the three years ended December 31, 2010, the Bank was in compliance with
the aforementioned capital requirements. The following table summarizes the Banks compliance with
the Finance Agencys capital requirements as of December 31, 2010 and 2009 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Required |
|
|
Actual |
|
|
Required |
|
|
Actual |
|
Regulatory capital requirements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-based capital |
|
$ |
402,820 |
|
|
$ |
2,061,190 |
|
|
$ |
507,287 |
|
|
$ |
2,897,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
$ |
1,587,603 |
|
|
$ |
2,061,190 |
|
|
$ |
2,603,683 |
|
|
$ |
2,897,162 |
|
Total capital-to-assets ratio |
|
|
4.00 |
% |
|
|
5.19 |
% |
|
|
4.00 |
% |
|
|
4.45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage capital |
|
$ |
1,984,503 |
|
|
$ |
3,091,785 |
|
|
$ |
3,254,604 |
|
|
$ |
4,345,743 |
|
Leverage capital-to-assets ratio |
|
|
5.00 |
% |
|
|
7.79 |
% |
|
|
5.00 |
% |
|
|
6.68 |
% |
On August 4, 2009, the Finance Agency adopted a final rule establishing capital
classifications and critical capital levels for the FHLBanks. The rule defines critical capital
levels for the FHLBanks and establishes criteria for each of the following capital classifications
identified in the HER Act: adequately capitalized, undercapitalized, significantly undercapitalized
and critically undercapitalized. An adequately capitalized FHLBank meets all existing risk-based
and minimum capital requirements. An undercapitalized FHLBank does not meet one or more of its
risk-based or minimum capital requirements, but nonetheless has total capital equal to or greater
than 75 percent of all capital requirements. A significantly undercapitalized FHLBank does not
have total capital equal to or greater than 75 percent of all capital requirements, but the FHLBank
does have total capital greater than 2 percent of its total assets. A critically undercapitalized
FHLBank has total capital that is less than or equal to 2 percent of its total assets. The Bank has
been classified as adequately capitalized since the rule became effective.
F-40
In addition to restrictions on capital distributions by a FHLBank that does not meet all of
its risk-based and minimum capital requirements, a FHLBank that is classified as undercapitalized,
significantly undercapitalized or critically undercapitalized is required to take certain actions,
such as submitting a capital restoration plan to the Director of the Finance Agency for approval.
Additionally, with respect to a FHLBank that is less than adequately capitalized, the Director of
the Finance Agency may take other actions that he or she determines will help ensure the safe and
sound operation of the FHLBank and its compliance with its risk-based and minimum capital
requirements in a reasonable period of time.
The GLB Act made membership voluntary for all members. Members that withdraw from membership
may not be readmitted to membership in any FHLBank for at least five years following the date that
their membership was terminated and all of their shares of stock were redeemed or repurchased.
The Banks Board of Directors may declare and pay dividends in either cash or capital stock
only from previously retained earnings or current earnings. The Banks Board of Directors may not
declare or pay a dividend if the Bank is not in compliance with its minimum capital requirements or
if the Bank would fail to meet its minimum capital requirements after paying such dividend. In
addition, the Banks Board of Directors may not declare or pay a dividend based on projected or
anticipated earnings; further, the Bank may not declare or pay any dividends in the form of capital
stock if its excess stock is greater than 1 percent of its total assets or if, after the issuance
of such shares, the Banks outstanding excess stock would be greater than 1 percent of its total
assets.
Mandatorily Redeemable Capital Stock. As discussed in Note 1, the Banks capital stock is
classified as equity (capital) for financial reporting purposes until either a written redemption
or withdrawal notice is received from a member or a membership withdrawal or termination is
otherwise initiated, at which time the capital stock is generally reclassified to liabilities. The
Finance Agency has confirmed that the accounting classification of certain shares of its capital
stock as liabilities does not affect the definition of capital for purposes of determining the
Banks compliance with its regulatory capital requirements.
At December 31, 2010, the Bank had $8,076,000 in outstanding capital stock subject to
mandatory redemption held by 23 institutions. As of December 31, 2009, the Bank had $9,165,000 in
outstanding capital stock subject to mandatory redemption held by 24 institutions. These amounts
are classified as liabilities in the statements of condition. During the years ended December 31,
2010, 2009 and 2008, dividends on mandatorily redeemable capital stock in the amount of $34,000,
$84,000 and $1,199,000, respectively, were recorded as interest expense in the statements of
income.
The Bank is not required to redeem or repurchase activity-based stock until the later of the
expiration of a notice of redemption or withdrawal or the date the activity no longer remains
outstanding. If activity-based stock becomes excess stock as a result of reduced activity, the
Bank, in its discretion and subject to certain regulatory restrictions, may repurchase excess stock
prior to the expiration of the notice of redemption or withdrawal. The Bank will generally
repurchase such excess stock as long as it expects to continue to meet its minimum capital
requirements following the repurchase.
The following table summarizes the Banks mandatorily redeemable capital stock at December 31,
2010 by year of earliest mandatory redemption (in thousands). The earliest mandatory redemption
reflects the earliest time at which the Bank is required to redeem the shareholders capital stock,
and is based on the assumption that the activities associated with the activity-based stock have
concluded by the time the notice of redemption or withdrawal expires.
|
|
|
|
|
2011 |
|
$ |
853 |
|
2012 |
|
|
2,808 |
|
2013 |
|
|
929 |
|
2014 |
|
|
1,068 |
|
2015 |
|
|
2,418 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,076 |
|
|
|
|
|
F-41
The following table summarizes the Banks mandatorily redeemable capital stock activity
during 2010, 2009 and 2008 (in thousands).
|
|
|
|
|
Balance, January 1, 2008 |
|
$ |
82,501 |
|
|
|
|
|
|
Capital stock that became subject to mandatory redemption during the year |
|
|
72,511 |
|
Redemption/repurchase of mandatorily redeemable capital stock |
|
|
(67,254 |
) |
Stock dividends classified as mandatorily redeemable |
|
|
2,595 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
|
90,353 |
|
|
|
|
|
|
Capital stock that became subject to mandatory redemption during the year |
|
|
106,804 |
|
Redemption/repurchase of mandatorily redeemable capital stock |
|
|
(188,347 |
) |
Mandatorily redeemable capital stock issued during the year |
|
|
73 |
|
Stock dividends classified as mandatorily redeemable |
|
|
282 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 |
|
|
9,165 |
|
|
|
|
|
|
Capital stock that became subject to mandatory redemption during the year |
|
|
2,434 |
|
Redemption/repurchase of mandatorily redeemable capital stock |
|
|
(3,662 |
) |
Mandatorily redeemable capital stock issued during the year |
|
|
111 |
|
Stock dividends classified as mandatorily redeemable |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 |
|
$ |
8,076 |
|
|
|
|
|
A member may cancel a previously submitted redemption or withdrawal notice by providing a
written cancellation notice to the Bank prior to the expiration of the five-year
redemption/withdrawal notice period. A member that cancels a stock redemption or withdrawal notice
more than 30 days after it is received by the Bank and prior to its expiration is subject to a
cancellation fee equal to a percentage of the par value of the capital stock subject to the
cancellation notice.
The following table provides the number of institutions that held mandatorily redeemable
capital stock and the number that submitted a withdrawal notice or otherwise initiated a
termination of their membership and the number of terminations completed during 2010, 2009 and
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Number of institutions, beginning of year |
|
|
24 |
|
|
|
18 |
|
|
|
16 |
|
Due to mergers and acquisitions |
|
|
4 |
|
|
|
1 |
|
|
|
1 |
|
Due to withdrawals |
|
|
2 |
|
|
|
3 |
|
|
|
1 |
|
Due to termination of membership by the Bank* |
|
|
1 |
|
|
|
6 |
|
|
|
2 |
|
Mandatorily redeemable capital stock
reclassified to equity |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
Terminations completed during the year |
|
|
(6 |
) |
|
|
(4 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Number of institutions, end of year |
|
|
23 |
|
|
|
24 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Bank terminated the memberships of institutions that were closed by their primary regulator. |
The Bank did not receive any stock redemption notices in 2010, 2009 or 2008.
Limitations on Redemption or Repurchase of Capital Stock. The GLB Act imposes the following
restrictions on the redemption or repurchase of the Banks capital stock.
|
|
|
In no event may the Bank redeem or repurchase capital stock if the Bank is not in
compliance with its minimum capital requirements or if the redemption or repurchase would
cause the Bank to be out of compliance with its minimum capital requirements, or if the
redemption or repurchase would cause the member to be out of compliance with its minimum
investment requirement. In addition, the Banks Board of Directors may suspend redemption
of capital stock if the Bank reasonably believes that continued redemption of capital stock
would cause the Bank to fail to meet its minimum capital requirements in the future, would
prevent the Bank from maintaining adequate capital against a potential risk that may not be |
F-42
|
|
|
adequately reflected in its minimum capital requirements, or would otherwise prevent the
Bank from operating in a safe and sound manner. |
|
|
|
|
In no event may the Bank redeem or repurchase capital stock without the prior written
approval of the Finance Agency if the Finance Agency or the Banks Board of Directors has
determined that the Bank has incurred, or is likely to incur, losses that result in, or are
likely to result in, charges against the capital of the Bank. For this purpose, charges
against the capital of the Bank means an other than temporary decline in the Banks total
equity that causes the value of total equity to fall below the Banks aggregate capital
stock amount. Such a determination may be made by the Finance Agency or the Board of Directors
even if the Bank is in compliance with its minimum capital requirements. |
|
|
|
|
The Bank may not repurchase any capital stock without the written consent of the Finance
Agency during any period in which the Bank has suspended redemptions of capital stock. The
Bank is required to notify the Finance Agency if it suspends redemptions of capital stock
and set forth its plan for addressing the conditions that led to the suspension. The
Finance Agency may require the Bank to reinstate redemptions of capital stock. |
|
|
|
|
In no event may the Bank redeem or repurchase shares of capital stock if the principal
and interest due on any consolidated obligations issued through the Office of Finance have
not been paid in full or, under certain circumstances, if the Bank becomes a non-complying
FHLBank under Finance Agency regulations as a result of its inability to comply with
regulatory liquidity requirements or to satisfy its current obligations. |
|
|
|
|
If at any time the Bank determines that the total amount of capital stock subject to
outstanding stock redemption or withdrawal notices with expiration dates within the
following 12 months exceeds the amount of capital stock the Bank could redeem and still
comply with its minimum capital requirements, the Bank will determine whether to suspend
redemption and repurchase activities altogether, to fulfill requests for redemption
sequentially in the order in which they were received, to fulfill the requests on a pro
rata basis, or to take other action deemed appropriate by the Bank. |
Note 16Employee Retirement Plans
The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions
(Pentegra Defined Benefit Plan), a tax-qualified defined benefit pension plan. The Pentegra
Defined Benefit Plan covers substantially all officers and employees of the Bank who were hired
prior to January 1, 2007, and any new employee of the Bank who was hired on or after January 1,
2007, provided that the employee had prior service with a financial services institution that
participated in the Pentegra Defined Benefit Plan, during which service the employee was covered by
such plan. Funding and administrative costs of the Pentegra Defined Benefit Plan charged to
compensation and benefits expense during the years ended December 31, 2010, 2009 and 2008 were
$9,020,000, $10,050,000 and $4,097,000, respectively. In 2010 and 2009, the Bank made supplemental
contributions of $5,200,000 and $7,500,000, respectively, to improve the funded status of the plan
in response to the provisions of the Pension Protection Act. The Pentegra Defined Benefit Plan is
a multiemployer plan in which assets contributed by one participating employer may be used to
provide benefits to employees of other participating employers since assets contributed by an
employer are not segregated in a separate account or restricted to provide benefits only to
employees of that employer. As a result, disclosure of the accumulated benefit obligations, plan
assets, and the components of annual pension expense attributable to the Bank are not made.
The Bank also participates in the Pentegra Defined Contribution Plan for Financial
Institutions (Pentegra Defined Contribution Plan), a tax-qualified defined contribution plan. The
Banks contributions to the Pentegra Defined Contribution Plan are equal to a percentage of
voluntary employee contributions, subject to certain limitations. During the years ended December
31, 2010, 2009 and 2008, the Bank contributed $997,000, $877,000 and $735,000, respectively, to the
Pentegra Defined Contribution Plan.
F-43
Additionally, the Bank maintains a non-qualified deferred compensation plan that is available
to some employees, which is, in substance, an unfunded supplemental retirement plan. The plans
liability consists of the accumulated compensation deferrals, accrued earnings (or losses) on those
deferrals and matching Bank contributions corresponding to the contribution percentages applicable
to the defined contribution plan. The Banks obligation under this plan was $1,325,000 and
$1,118,000 at December 31, 2010 and 2009, respectively. Compensation and benefits expense includes
accrued earnings (losses) on deferred employee compensation and Bank contributions totaling
$148,000, $188,000, and ($111,000) for the years ended December 31, 2010, 2009 and 2008,
respectively.
The Bank also maintains a non-qualified deferred compensation plan that is available to all of
its directors. The plans liability consists of the accumulated compensation deferrals
(representing directors fees) and accrued earnings (losses) on those deferrals. At December 31,
2010 and 2009, the Banks obligation under this plan was $1,008,000 and $796,000, respectively.
The Bank maintains a Special Non-Qualified Deferred Compensation Plan (the Plan), a defined
contribution plan that was established primarily to provide supplemental retirement benefits to the
Banks executive officers. Each participants benefit under the Plan consists of contributions
made by the Bank on the participants behalf, plus an allocation of the investment gains or losses
on the assets used to fund the Plan. Contributions to the Plan are determined solely at the
discretion of the Banks Board of Directors; currently, the Bank has no obligation to make future
contributions to the Plan. The Banks accrued liability under this plan was $2,989,000 and
$2,080,000 at December 31, 2010 and 2009, respectively. During the years ended December 31, 2010,
2009 and 2008, the Bank contributed $583,000, $560,000 and $518,000, respectively, to the Plan.
The Bank sponsors a retirement benefits program that includes health care and life insurance
benefits for eligible retirees. The health care portion of the program is contributory while the
life insurance benefits, which are available to retirees with at least 20 years of service, are
offered on a noncontributory basis. Prior to January 1, 2005, retirees were eligible to remain
enrolled in the Banks health care benefits plan if age 50 or older with at least 10 years of
service at the time of retirement. In December 2004, the Bank modified the eligibility
requirements relating to retiree health care continuation benefits. Effective January 1, 2005,
retirees are eligible to remain enrolled in the Banks health care benefits plan if age 55 or older
with at least 15 years of service at the time of retirement. Employees who were age 50 or older
with 10 years of service and those who had 20 years of service as of December 31, 2004 were not
subject to the revised eligibility requirements. Additionally, then current retiree benefits were
unaffected by these modifications. In October 2005, the Bank modified the participant contribution
requirements relating to its retirement benefits program. Effective December 31, 2005, retirees
who are age 55 or older with at least 15 years of service at the time of retirement can remain
enrolled in the Banks health care benefits program by paying 100% of the expected plan cost.
Previously, participant contributions were subsidized by the Bank; this subsidy was based upon the
Banks COBRA premium rate and the employees age and length of service with the Bank. Then current
retirees, employees who were hired prior to January 1, 1991 and those who, as of December 31, 2004,
had at least 20 years of service or were age 50 or older with 10 years of service are not subject
to these revised contribution requirements prior to age 65. Under the revised plan, at age 65, all
plan participants are required to pay 100% of the expected plan cost. The Bank does not have any
plan assets set aside for the retirement benefits program.
F-44
The Bank uses a December 31 measurement date for its retirement benefits program. A
reconciliation of the accumulated postretirement benefit obligation (APBO) and funding status of
the retirement benefits program for the years ended December 31, 2010 and 2009 is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Change in APBO |
|
|
|
|
|
|
|
|
APBO at beginning of year |
|
$ |
2,073 |
|
|
$ |
2,544 |
|
Service cost |
|
|
12 |
|
|
|
13 |
|
Interest cost |
|
|
107 |
|
|
|
155 |
|
Actuarial (gain) loss |
|
|
(16 |
) |
|
|
(428 |
) |
Participant contributions |
|
|
188 |
|
|
|
172 |
|
Benefits paid |
|
|
(201 |
) |
|
|
(383 |
) |
|
|
|
|
|
|
|
APBO at end of year |
|
|
2,163 |
|
|
|
2,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
|
|
|
|
|
|
Bank contributions |
|
|
13 |
|
|
|
211 |
|
Participant contributions |
|
|
188 |
|
|
|
172 |
|
Benefits paid |
|
|
(201 |
) |
|
|
(383 |
) |
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status recognized in other
liabilities at end of year |
|
$ |
(2,163 |
) |
|
$ |
(2,073 |
) |
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2010
and 2009 consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Net actuarial loss (gain) |
|
$ |
(443 |
) |
|
$ |
(467 |
) |
Prior service cost (credit) |
|
|
(118 |
) |
|
|
(152 |
) |
|
|
|
|
|
|
|
|
|
$ |
(561 |
) |
|
$ |
(619 |
) |
|
|
|
|
|
|
|
The amounts in accumulated other comprehensive income (loss) include $35,000 of prior service
credit and $23,000 of net actuarial gains that are expected to be recognized as components of net
periodic benefit cost in 2011.
The actuarial assumptions used in the measurement of the Banks benefit obligation included a
gross health care cost trend rate of 8.7 percent for 2011. For 2010, 2009 and 2008, gross health
care cost trend rates of 9.0 percent, 11.0 percent and 11.0 percent, respectively, were used. The
health care cost trend rate is assumed to decline by 0.3 percent per year to a final rate of 5.0
percent in 2023 and thereafter. To compute the APBO at December 31, 2010 and 2009, weighted
average discount rates of 5.31 percent and 5.72 percent were used. Weighted average discount rates
of 5.72 percent, 5.87 percent and 6.48 percent were used to compute the net periodic benefit cost
for 2010, 2009 and 2008, respectively.
Components of net periodic benefit cost for the years ended December 31, 2010, 2009 and 2008
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Service cost |
|
$ |
12 |
|
|
$ |
13 |
|
|
$ |
21 |
|
Interest cost |
|
|
107 |
|
|
|
155 |
|
|
|
157 |
|
Amortization of prior service cost (credit) |
|
|
(34 |
) |
|
|
(35 |
) |
|
|
(35 |
) |
Amortization of net loss (gain) |
|
|
(40 |
) |
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
45 |
|
|
$ |
133 |
|
|
$ |
173 |
|
|
|
|
|
|
|
|
|
|
|
F-45
Under GAAP, the Bank is required to recognize the overfunded or underfunded status of its
retirement benefits program as an asset or liability in its statement of condition and to recognize
changes in that funded status in the year in which the changes occur through other comprehensive
income. Changes in benefit obligations recognized in
other comprehensive income during the years ended December 31, 2010, 2009 and 2008 were as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Amortization of prior service credit included in
net periodic benefit cost |
|
$ |
(34 |
) |
|
$ |
(35 |
) |
|
$ |
(35 |
) |
Actuarial gain (loss) |
|
|
16 |
|
|
|
428 |
|
|
|
(161 |
) |
Amortization of net actuarial loss (gain) included
in net periodic benefit cost |
|
|
(40 |
) |
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
Total changes in benefit obligations recognized
in other comprehensive income |
|
$ |
(58 |
) |
|
$ |
393 |
|
|
$ |
(166 |
) |
|
|
|
|
|
|
|
|
|
|
A 1 percent increase in the health care cost trend rate would have increased the APBO at
December 31, 2010 by $658,000 and the aggregate of the service and interest cost components of the
net periodic benefit cost for the year ended December 31, 2010 by $38,000. Alternatively, a 1
percent decrease in the health care cost trend rate would have reduced the APBO at December 31,
2010 by $432,000 and the aggregate of the service and interest cost components of the net periodic
benefit cost for the year ended December 31, 2010 by $25,000.
The following net postretirement benefit payments, which reflect expected future service, as
appropriate, are expected to be paid (in thousands):
|
|
|
|
|
|
|
Expected Benefit |
|
|
|
Payments, Net of |
|
Year Ended |
|
Participant |
|
December 31, |
|
Contributions |
|
2011 |
|
$ |
153 |
|
2012 |
|
|
147 |
|
2013 |
|
|
109 |
|
2014 |
|
|
128 |
|
2015 |
|
|
145 |
|
2016-2020 |
|
|
664 |
|
|
|
|
|
|
|
$ |
1,346 |
|
|
|
|
|
Note 17Estimated Fair Values
Fair value is defined under GAAP as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement
date. A fair value measurement assumes that the transaction to sell the asset or transfer the
liability occurs in the principal market for the asset or liability or, in the absence of a
principal market, the most advantageous market for the asset or liability. GAAP establishes a fair
value hierarchy and requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. GAAP also requires an entity to disclose the
level within the fair value hierarchy in which the measurements fall for assets and liabilities
that are carried at fair value (that is, those assets and liabilities that are measured at fair
value on a recurring basis) and for assets and liabilities that are measured at fair value on a
nonrecurring basis in periods subsequent to initial recognition (for example, impaired assets).
The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels:
Level 1 Inputs Quoted prices (unadjusted) in active markets for identical assets and
liabilities.
Level 2 Inputs Inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. If the asset or liability has a specified
(contractual) term, a Level 2 input must be observable for substantially the full term of the asset
or liability. Level 2 inputs include the following: (1) quoted prices for similar assets or
liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in
markets that are not active or in which little information is released publicly; (3) inputs other
than quoted prices that are observable for the asset or liability (e.g., interest rates and yield
curves that are observable at commonly quoted
F-46
intervals, volatilities and prepayment speeds); and
(4) inputs that are derived principally from or corroborated by observable market data (e.g.,
implied spreads).
Level 3 Inputs Unobservable inputs for the asset or liability that are supported by little
or no market activity and that are significant to the fair value measurement of such asset or
liability. None of the Banks assets or liabilities that are recorded at fair value on a recurring
basis were measured using Level 3 inputs.
The following estimated fair value amounts have been determined by the Bank using available
market information and the Banks best judgment of appropriate valuation methods. These estimates
are based on pertinent information available to the Bank as of December 31, 2010 and 2009.
Although the Bank uses its best judgment in estimating the fair value of these financial
instruments, there are inherent limitations in any estimation technique or valuation methodology.
For example, because an active secondary market does not exist for many of the Banks financial
instruments (e.g., advances, non-agency RMBS and mortgage loans held for portfolio), in certain
cases, their fair values are not subject to precise quantification or verification. Therefore, the
estimated fair values presented below in the Fair Value Summary Table may not be indicative of the
amounts that would have been realized in market transactions at the reporting dates. Further, the
fair values do not represent an estimate of the overall market value of the Bank as a going
concern, which would take into account future business opportunities.
The valuation techniques used to measure the fair values of the Banks financial instruments
are described below.
Cash and due from banks. The estimated fair value equals the carrying value.
Interest-bearing deposit assets. Interest-bearing deposit assets earn interest at floating
market rates; therefore, the estimated fair value of the deposits approximates their carrying
value.
Federal funds sold. All federal funds sold represent overnight balances. Accordingly, the
estimated fair value approximates the carrying value.
Trading securities. The Bank obtains quoted prices for identical securities.
Held-to-maturity securities. To value its MBS holdings, the Bank obtains prices from up to
four designated third-party pricing vendors when available. These pricing vendors use methods that
generally employ, but are not limited to, benchmark yields, recent trades, dealer estimates,
valuation models, benchmarking of like securities, sector groupings and/or matrix pricing. A price
is established for each MBS using a formula that is based upon the number of prices received. If
four prices are received, the average of the middle two prices is used; if three prices are
received, the middle price is used; if two prices are received, the average of the two prices is
used; and if one price is received, it is used subject to some type of validation as described
below. The computed prices are tested for reasonableness using specified tolerance thresholds.
Computed prices within these thresholds are generally accepted unless strong evidence suggests that
using the formula-driven price would not be appropriate. Preliminary estimated fair values that
are outside the tolerance thresholds, or that management believes may not be appropriate based on
all available information (including those limited instances in which only one price is received),
are subject to further analysis including, but not limited to, comparison to the prices for similar
securities and/or to non-binding dealer estimates. As of December 31, 2010, four vendor prices
were received for substantially all of the Banks MBS holdings and all of the computed prices fell
within the specified tolerance thresholds. The relative lack of dispersion among the vendor prices
received for each of the securities supports the Banks conclusion that the final computed prices
are reasonable estimates of fair value. The Bank estimates the fair values of debentures using a
pricing model.
Advances. The Bank determines the estimated fair value of advances by calculating the present
value of expected future cash flows from the advances and reducing this amount for accrued interest
receivable. The discount rates used in these calculations are the replacement advance rates for
advances with similar terms.
Mortgage loans held for portfolio. The Bank estimates the fair values of mortgage loans held
for portfolio based on observed market prices for agency mortgage-backed securities. Individual
mortgage loans are pooled based on certain criteria such as loan type, weighted average coupon, and
origination year and matched to reference securities with a similar collateral composition to
derive benchmark pricing. The prices for agency mortgage-backed securities used as a benchmark are
subject to certain market conditions including, but not limited to, the markets expectations of
future prepayments, the current and expected level of interest rates, and investor demand.
F-47
Accrued interest receivable and payable. The estimated fair value approximates the carrying
value due to their short-term nature.
Derivative assets/liabilities. With the exception of its interest rate basis swaps, the fair
values of the Banks interest rate swap and swaption agreements are estimated using a pricing model
with inputs that are observable in the market (e.g., the relevant interest rate swap curve and, for
agreements containing options, swaption volatility). As the provisions of the Banks master
netting and collateral exchange agreements with its derivative counterparties significantly reduce
the risk from nonperformance (see Note 14), the Bank does not consider its own nonperformance risk
or the nonperformance risk associated with each of its counterparties to be a significant factor in
the valuation of its derivative assets and liabilities. The Bank compares the fair values obtained
from its pricing model to non-binding dealer estimates and may also compare its fair values to
those of similar instruments to ensure that such fair values are reasonable. For the Banks
interest rate basis swaps, fair values are obtained from dealers
(for each basis swap, one dealer estimate is received); these non-binding fair value estimates are
corroborated using a pricing model and observable market data (i.e., the interest rate swap curve).
For the Banks interest rate caps, fair values are obtained from dealers (for each interest
rate cap, one dealer estimate is received). These non-binding fair value estimates are
corroborated using a pricing model and observable market data (e.g., the interest rate swap curve
and cap volatility).
The fair values of the Banks derivative assets and liabilities include accrued interest
receivable/payable and cash collateral remitted to/received from counterparties; the estimated fair
values of the accrued interest receivable/payable and cash collateral approximate their carrying
values due to their short-term nature. The fair values of derivatives are netted by counterparty
pursuant to the provisions of the Banks master swap and credit support agreements. If these
netted amounts are positive, they are classified as an asset and, if negative, as a liability.
Deposit liabilities. The Bank determines the estimated fair values of its deposit liabilities
with fixed rates and more than three months to maturity by calculating the present value of
expected future cash flows from the deposits and reducing this amount for accrued interest payable.
The discount rates used in these calculations are based on replacement funding rates for
liabilities with similar terms. The estimated fair value approximates the carrying value for
deposits with floating rates and fixed rates with three months or less to their maturity or
repricing date.
Consolidated obligations. The Bank estimates the fair values of consolidated obligations by
calculating the present value of expected future cash flows using discount rates that are based on
replacement funding rates for liabilities with similar terms and reducing this amount for accrued
interest payable.
Mandatorily redeemable capital stock. The fair value of capital stock subject to mandatory
redemption is generally equal to its par value ($100 per share), as adjusted for any estimated
dividend earned but unpaid at the time of reclassification from equity to liabilities. The Banks
capital stock cannot, by statute or implementing regulation, be purchased, redeemed, repurchased or
transferred at any amount other than its par value.
Commitments. The estimated fair value of the Banks commitments to extend credit, including
advances and letters of credit, was not material at December 31, 2010 or 2009. The Bank determines
the estimated fair values of optional commitments to fund advances by calculating the present value
of expected future cash flows from the instruments using replacement advance rates for advances
with similar terms and swaption volatility.
F-48
The carrying values and estimated fair values of the Banks financial instruments at
December 31, 2010 and 2009, were as follows (in thousands):
FAIR VALUE SUMMARY TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
Financial Instruments |
|
Value |
|
|
Fair Value |
|
|
Value |
|
|
Fair Value |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
1,631,899 |
|
|
$ |
1,631,899 |
|
|
$ |
3,908,242 |
|
|
$ |
3,908,242 |
|
Interest-bearing deposits |
|
|
208 |
|
|
|
208 |
|
|
|
233 |
|
|
|
233 |
|
Federal funds sold |
|
|
3,767,000 |
|
|
|
3,767,000 |
|
|
|
2,063,000 |
|
|
|
2,063,000 |
|
Trading securities |
|
|
5,317 |
|
|
|
5,317 |
|
|
|
4,034 |
|
|
|
4,034 |
|
Held-to-maturity securities |
|
|
8,496,429 |
|
|
|
8,602,589 |
|
|
|
11,424,552 |
|
|
|
11,381,786 |
|
Advances |
|
|
25,455,656 |
|
|
|
25,672,203 |
|
|
|
47,262,574 |
|
|
|
47,279,403 |
|
Mortgage loans held for portfolio, net |
|
|
207,168 |
|
|
|
225,336 |
|
|
|
259,617 |
|
|
|
274,044 |
|
Accrued interest receivable |
|
|
43,248 |
|
|
|
43,248 |
|
|
|
60,890 |
|
|
|
60,890 |
|
Derivative assets |
|
|
38,671 |
|
|
|
38,671 |
|
|
|
64,984 |
|
|
|
64,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
1,070,052 |
|
|
|
1,070,044 |
|
|
|
1,462,591 |
|
|
|
1,462,589 |
|
Consolidated obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount notes |
|
|
5,131,978 |
|
|
|
5,132,290 |
|
|
|
8,762,028 |
|
|
|
8,763,983 |
|
Bonds |
|
|
31,315,605 |
|
|
|
31,444,058 |
|
|
|
51,515,856 |
|
|
|
51,684,542 |
|
Mandatorily redeemable capital stock |
|
|
8,076 |
|
|
|
8,076 |
|
|
|
9,165 |
|
|
|
9,165 |
|
Accrued interest payable |
|
|
94,417 |
|
|
|
94,417 |
|
|
|
179,248 |
|
|
|
179,248 |
|
Derivative liabilities |
|
|
1,310 |
|
|
|
1,310 |
|
|
|
486 |
|
|
|
486 |
|
Optional advance commitments (other
liabilities) |
|
|
11,156 |
|
|
|
11,156 |
|
|
|
|
|
|
|
|
|
The following table summarizes the Banks assets and liabilities that were measured at fair
value on a recurring basis as of December 31, 2010 by their level within the fair value hierarchy
(in thousands). Financial assets and liabilities are classified in their entirety based on the
lowest level input that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netting |
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Adjustment(1) |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities |
|
$ |
5,317 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,317 |
|
Derivative assets |
|
|
|
|
|
|
433,018 |
|
|
|
|
|
|
|
(394,347 |
) |
|
|
38,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
5,317 |
|
|
$ |
433,018 |
|
|
$ |
|
|
|
$ |
(394,347 |
) |
|
$ |
43,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
|
|
|
$ |
555,532 |
|
|
$ |
|
|
|
$ |
(554,222 |
) |
|
$ |
1,310 |
|
Optional advance commitments
(other liabilities) |
|
|
|
|
|
|
11,156 |
|
|
|
|
|
|
|
|
|
|
|
11,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value |
|
$ |
|
|
|
$ |
566,688 |
|
|
$ |
|
|
|
$ |
(554,222 |
) |
|
$ |
12,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the impact of legally enforceable master netting agreements between the Bank and its
derivative counterparties that allow the Bank to offset positive and negative positions as well as the cash
collateral held or placed with those same counterparties. |
During the year ended December 31, 2010, the Bank entered into optional advance commitments
with a par value totaling $150,000,000, excluding commitments to fund CIP/EDP advances. Under each
of these commitments, the Bank sold an option to a member that provides the member with the right
to enter into an advance at a specified fixed rate and term on a specified future date, provided
the member has satisfied all of the customary
requirements for such advance. The Bank hedged these commitments through the use of interest
rate swaptions, which are treated as economic hedges. The Bank has irrevocably elected to carry
these optional advance commitments at fair value under the fair value option in an effort to
mitigate the potential income statement
F-49
volatility that can arise from economic hedging
relationships. Gains and losses on optional advance commitments carried at fair value under the
fair value option are reported in other income (loss) in the statement of income.
During each of the years ended December 31, 2010 and 2009, the Bank recorded non-credit
other-than-temporary impairment losses on seven of its non-agency RMBS classified as
held-to-maturity (see Note 6). Based on the lack of significant market activity for non-agency
RMBS, the nonrecurring fair value measurements for these impaired securities fell within Level 3 of
the fair value hierarchy. Four third-party vendor prices were received for each of these
securities and, as described above, the average of the middle two prices was used to determine the
final fair value measurements.
The following table summarizes the Banks assets and liabilities that were measured at fair
value on a recurring basis as of December 31, 2009 by their level within the fair value hierarchy
(in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netting |
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Adjustment(1) |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities |
|
$ |
4,034 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,034 |
|
Derivative assets |
|
|
|
|
|
|
627,047 |
|
|
|
|
|
|
|
(562,063 |
) |
|
|
64,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
4,034 |
|
|
$ |
627,047 |
|
|
$ |
|
|
|
$ |
(562,063 |
) |
|
$ |
69,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
|
|
|
$ |
501,179 |
|
|
$ |
|
|
|
$ |
(500,693 |
) |
|
$ |
486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value |
|
$ |
|
|
|
$ |
501,179 |
|
|
$ |
|
|
|
$ |
(500,693 |
) |
|
$ |
486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the impact of legally enforceable master netting agreements between the Bank and its
derivative counterparties that allow the Bank to offset positive and negative positions as well as the cash
collateral held or placed with those same counterparties. |
Note 18Commitments and Contingencies
Joint and several liability. As described in Note 11, the Bank is jointly and severally
liable with the other 11 FHLBanks for the payment of principal and interest on all of the
consolidated obligations issued by the 12 FHLBanks. The Finance Agency, in its discretion, may
require any FHLBank to make principal or interest payments due on any consolidated obligation,
regardless of whether there has been a default by a FHLBank having primary liability. To the
extent that a FHLBank makes any consolidated obligation payment on behalf of another FHLBank, the
paying FHLBank is entitled to reimbursement from the FHLBank with primary liability. However, if
the Finance Agency determines that the primary obligor is unable to satisfy its obligations, then
the Finance Agency may allocate the outstanding liability among the remaining FHLBanks on a pro
rata basis in proportion to each FHLBanks participation in all consolidated obligations
outstanding, or on any other basis that the Finance Agency may determine. No FHLBank has ever
failed to make any payment on a consolidated obligation for which it was the primary obligor; as a
result, the regulatory provisions for directing other FHLBanks to make payments on behalf of
another FHLBank or allocating the liability among other FHLBanks have never been invoked.
The joint and several obligations are mandated by Finance Agency regulations and are not the
result of arms-length transactions among the FHLBanks. As described above, the FHLBanks have no
control over the amount of the guaranty or the determination of how each FHLBank would perform
under the joint and several liability. As the Finance Agency controls the allocation of the joint
and several liability for the FHLBanks consolidated obligations, the Banks joint and several
obligation was excluded from the initial recognition and measurement provisions of ASC 460
Guarantees. At December 31, 2010 and 2009, the par amounts of the other 11 FHLBanks outstanding
consolidated obligations totaled $760 billion and $871 billion, respectively.
If the Bank were to determine that a loss was probable under its joint and several liability
and the amount of such loss could be reasonably estimated, the Bank would charge to income the
amount of the expected loss. Based upon the creditworthiness of the other FHLBanks, the Bank
currently believes that the likelihood of a loss arising from its joint and several liability is
remote.
F-50
Other commitments and contingencies. At December 31, 2010 and 2009, the Bank had commitments
to make additional advances totaling approximately $199,773,000 and $37,996,000, respectively.
Commitments for advances are for periods up to 24 months.
The Bank issues standby letters of credit for a fee on behalf of its members. Standby letters
of credit serve as performance guarantees. If the Bank is required to make payment for a
beneficiarys draw on the letter of credit, the amount funded is converted into a collateralized
advance to the member. Letters of credit are fully collateralized in the same manner as advances
(see Note 7). Outstanding standby letters of credit totaled $4,595,290,000 and $4,648,413,000 at
December 31, 2010 and 2009, respectively. At December 31, 2010, outstanding letters of credit had
original terms of up to 10 years with a final expiration in 2020. Unearned fees on standby letters
of credit are recorded in other liabilities and totaled $4,461,000 and $3,504,000 at December 31,
2010 and 2009, respectively. Based on managements credit analyses and collateral requirements,
the Bank does not deem it necessary to have any provision for credit losses on these letters of
credit (see Note 9).
During the years ended December 31, 2010, 2009 and 2008, the Bank recognized letter of
credit fees totaling $5,804,000, $6,078,000 and $5,950,000, respectively; these fees are included in
other income (loss) in the statements of income under the caption other, net.
At December 31, 2010 and 2009, the Bank had commitments to issue $115,000,000 and
$295,000,000, respectively, of consolidated obligation bonds, all of which were hedged with
associated interest rate swaps.
The Bank executes interest rate exchange agreements with large financial institutions with
which it has bilateral collateral exchange agreements. As of December 31, 2010 and 2009, the Bank
had pledged cash collateral of $215,322,000 and $143,364,000, respectively, to institutions that
had credit risk exposure to the Bank related to interest rate exchange agreements; at those dates,
the Bank had not pledged any securities as collateral. The pledged cash collateral (i.e.,
interest-bearing deposit asset) is netted against derivative assets and liabilities in the
statements of condition.
During the years ended December 31, 2010, 2009 and 2008, the Bank charged to operating
expenses net rental costs of approximately $422,000, $422,000, and $432,000, respectively. Future
minimum rentals at December 31, 2010, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Premises |
|
|
Equipment |
|
|
Total |
|
2011 |
|
$ |
253 |
|
|
$ |
94 |
|
|
$ |
347 |
|
2012 |
|
|
262 |
|
|
|
78 |
|
|
|
340 |
|
2013 |
|
|
51 |
|
|
|
16 |
|
|
|
67 |
|
2014 |
|
|
26 |
|
|
|
|
|
|
|
26 |
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
592 |
|
|
$ |
188 |
|
|
$ |
780 |
|
|
|
|
|
|
|
|
|
|
|
Lease agreements for Bank premises generally provide for increases in the base rentals
resulting from increases in property taxes and maintenance expenses. Such increases are not
expected to have a material effect on the Bank.
The Bank has entered into certain lease agreements to rent space to outside parties in its
building. Future minimum rentals under these operating leases at December 31, 2010 were as follows
(in thousands):
|
|
|
|
|
Year |
|
|
|
2011 |
|
$ |
1,073 |
|
2012 |
|
|
1,194 |
|
2013 |
|
|
1,224 |
|
2014 |
|
|
599 |
|
2015 |
|
|
588 |
|
|
|
|
|
Total |
|
$ |
4,678 |
|
|
|
|
|
In the ordinary course of its business, the Bank is subject to the risk that litigation may
arise. Currently, the Bank is not a party to any material pending legal proceedings.
For a discussion of other commitments and contingencies, see Notes 12, 13, 14 and 16.
F-51
Note 19 Transactions with Shareholders
As a cooperative, the Banks capital stock is owned by its members, former members that retain
the stock as provided in the Banks capital plan or by non-member institutions that have acquired
members and must retain the stock to support advances or other activities with the Bank. No
shareholder owns more than 10% of the voting interests of the Bank due to statutory limits on
members voting rights. Members are entitled to vote only for directors. Currently, nine of the
Banks directors are member directors. By law, member directors must be officers or directors of
a member of the Bank.
Substantially all of the Banks advances are made to its shareholders (while eligible to
borrow from the Bank, housing associates are not required or allowed to hold capital stock). In
addition, the majority of its mortgage loans held for portfolio were either funded by the Bank
through, or purchased from, certain of its shareholders. The Bank maintains demand deposit
accounts for shareholders primarily as an investment alternative for their excess cash and to
facilitate settlement activities that are directly related to advances. As an additional service
to members, the Bank also offers term deposit accounts. Further, the Bank offers interest rate
swaps, caps and floors to its members. Periodically, the Bank may sell (or purchase) federal funds
to (or from) shareholders and/or their affiliates. These transactions are executed on terms that
are the same as those with other eligible third-party market participants, except that the Banks
Risk Management Policy specifies a lower minimum threshold for the amount of capital that members
must have to be an eligible federal funds counterparty than non-members. The Bank has never held
any direct equity investments in its shareholders or their affiliates.
Affiliates of two of the Banks derivative counterparties (Citigroup and Wells Fargo) acquired
member institutions on March 31, 2005 and October 1, 2006, respectively. Since the acquisitions
were completed, the Bank has continued to enter into interest rate exchange agreements with
Citigroup and Wells Fargo in the normal course of business and under the same terms and conditions
as before. Effective October 1, 2006, Citigroup terminated the Ninth District charter of the
affiliate that acquired the member institution and, as a result, an affiliate of Citigroup became a
non-member shareholder of the Bank.
The Bank did not purchase any debt or equity securities issued by any of its shareholders or
their affiliates during the years ended December 31, 2010, 2009 or 2008.
All transactions with shareholders are entered into in the ordinary course of business. The
Bank provides the same pricing for advances and other services to all similarly situated members
regardless of asset or transaction size, charter type, or geographic location.
The Bank provides, in the ordinary course of its business, products and services to members
whose officers or directors may serve as directors of the Bank (Directors Financial
Institutions). Finance Agency regulations require that transactions with Directors Financial
Institutions be made on the same terms as those with any other member. As of December 31, 2010
and 2009, advances outstanding to Directors Financial Institutions aggregated $704,000,000 and
$1,169,000,000, respectively, representing 2.8 percent and 2.5 percent, respectively, of the Banks
total outstanding advances as of those dates. The Bank did not acquire any mortgage loans from (or
through) Directors Financial Institutions during the years ended December 31, 2010, 2009 or 2008.
As of December 31, 2010 and 2009, capital stock outstanding to Directors Financial Institutions
aggregated $45,000,000 and $57,000,000, respectively, representing 2.8 percent and 2.3 percent of
the Banks outstanding capital stock, respectively. For purposes of this determination, the Banks
outstanding capital stock includes those shares that are classified as mandatorily redeemable.
F-52
Note 20 Transactions with Other FHLBanks
Occasionally, the Bank loans (or borrows) short-term federal funds to (from) other FHLBanks.
There were no loans to or borrowings from other FHLBanks during the year ended December 31, 2010.
Interest income on loans to other FHLBanks totaled $2,000 and $173,000 for the years ended December
31, 2009 and 2008, respectively; these amounts are reported as interest income from federal funds
sold in the statements of income. The following table summarizes the Banks loans to other
FHLBanks during the years ended December 31, 2009 and 2008 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Balance, January 1, |
|
$ |
|
|
|
$ |
400,000 |
|
Loans made to: |
|
|
|
|
|
|
|
|
FHLBank of Boston |
|
|
375,000 |
|
|
|
832,000 |
|
FHLBank of Seattle |
|
|
25,000 |
|
|
|
|
|
FHLBank of San Francisco |
|
|
|
|
|
|
1,265,000 |
|
Collections from: |
|
|
|
|
|
|
|
|
FHLBank of Boston |
|
|
(375,000 |
) |
|
|
(832,000 |
) |
FHLBank of Seattle |
|
|
(25,000 |
) |
|
|
|
|
FHLBank of San Francisco |
|
|
|
|
|
|
(1,665,000 |
) |
|
|
|
|
|
|
|
Balance, December 31, |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
During the years ended December 31, 2009 and 2008, interest expense on borrowings from other
FHLBanks totaled $1,000 and $66,000, respectively. The following table summarizes the Banks
borrowings from other FHLBanks during the years ended December 31, 2009 and 2008 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Balance, January 1 |
|
$ |
|
|
|
$ |
|
|
Borrowings from: |
|
|
|
|
|
|
|
|
FHLBank of Atlanta |
|
|
|
|
|
|
70,000 |
|
FHLBank of Cincinnati |
|
|
|
|
|
|
200,000 |
|
FHLBank of Indianapolis |
|
|
|
|
|
|
240,000 |
|
FHLBank of San Francisco |
|
|
200,000 |
|
|
|
500,000 |
|
FHLBank of Seattle |
|
|
|
|
|
|
25,000 |
|
Repayments to: |
|
|
|
|
|
|
|
|
FHLBank of Atlanta |
|
|
|
|
|
|
(70,000 |
) |
FHLBank of Cincinnati |
|
|
|
|
|
|
(200,000 |
) |
FHLBank of Indianapolis |
|
|
|
|
|
|
(240,000 |
) |
FHLBank of San Francisco |
|
|
(200,000 |
) |
|
|
(500,000 |
) |
FHLBank of Seattle |
|
|
|
|
|
|
(25,000 |
) |
|
|
|
|
|
|
|
Balance, December 31 |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Prior to their maturity in 2008, the Banks available-for-sale securities portfolio included
consolidated obligations for which other FHLBanks were the primary obligors and for which the Bank
was jointly and severally liable. All of these consolidated obligations were purchased in the open
market from third parties and were accounted for in the same manner as other similarly classified
investments (see Note 1). Interest income earned on these consolidated obligations of other
FHLBanks totaled $2,253,000 for the year ended December 31, 2008. The Bank did not own any
consolidated obligations for which other FHLBanks were the primary obligors during the years ended
December 31, 2010 or 2009.
The Bank has, from time to time, assumed the outstanding debt of another FHLBank rather than
issue new debt. In connection with these transactions, the Bank becomes the primary obligor for the
transferred debt. There were no such transfers during the years ended December 31, 2010 or 2009.
During the year ended December 31, 2008, the Bank assumed consolidated obligations from the FHLBank
of Seattle with par amounts of $135,880,000. The net
F-53
premiums associated with these transactions
totaled $3,474,000. The Bank accounts for these transfers in the same manner as it accounts for
new debt issuances (see Note 1).
Occasionally, the Bank transfers debt that it no longer needs to other FHLBanks. In
connection with these transactions, the assuming FHLBanks become the primary obligors for the
transferred debt. The Bank did not
transfer any debt to other FHLBanks during the years ended December 31, 2010 or 2009. During
the year ended December 31, 2008, the Bank transferred $300,000,000, $150,000,000 and $15,000,000
(par values) of its consolidated obligations to the FHLBanks of Pittsburgh, Cincinnati and San
Francisco, respectively. The aggregate gains realized on these debt transfers totaled $4,546,000.
Through July 31, 2008, the Bank received participation fees from the FHLBank of Chicago for
mortgage loans that were originated by the Banks PFIs and purchased by the FHLBank of Chicago.
These fees totaled $200,000 during the year ended December 31, 2008. No participation fees have
been received since the termination of this arrangement on July 31, 2008.
F-54
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
3.1
|
|
Organization Certificate of the Registrant (incorporated by reference to Exhibit 3.1
to the Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
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3.2
|
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Banks
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 25,
2010). |
|
|
|
4.1
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|
Capital Plan of the Registrant, as amended and revised on December 11, 2008 and
approved by the Federal Housing Finance Agency on March 6, 2009 (filed as Exhibit 4.1 to
the Banks Current Report on Form 8-K dated March 6, 2009 and filed with the SEC on March
11, 2009, which exhibit is incorporated herein by reference). |
|
|
|
10.1
|
|
Deferred Compensation Plan of the Registrant, effective July 24, 2004 (governs
deferrals made prior to January 1, 2005) (incorporated by reference to Exhibit 10.1 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
|
10.2
|
|
Deferred Compensation Plan of the Registrant for Deferrals Effective January 1, 2005
(incorporated by reference to Exhibit 10.2 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
|
10.3
|
|
2008 Amendment to Deferred Compensation Plan of the Registrant for Deferrals
Effective January 1, 2005, dated December 10, 2008 (incorporated by reference to Exhibit
10.3 to the Banks Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
filed on March 27, 2009). |
|
|
|
10.4
|
|
2010 Amendment to Deferred Compensation Plan of the Registrant for Deferrals
Effective January 1, 2005, dated July 22, 2010 (incorporated by reference to Exhibit 10.1
to the Banks Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2010, filed on November 12, 2010). |
|
|
|
10.5
|
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the
Registrant, effective July 24, 2004 (governs deferrals made prior to January 1, 2005)
(incorporated by reference to Exhibit 10.3 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
|
10.6
|
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the Registrant
for Deferrals Effective January 1, 2005 (incorporated by reference to Exhibit 10.4 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
|
10.7
|
|
2008 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors
of the Registrant for Deferrals Effective January 1, 2005, dated December 10, 2008
(incorporated by reference to Exhibit 10.6 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
|
10.8
|
|
2010 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors
of the Registrant for Deferrals Effective January 1, 2005, dated July 22, 2010
(incorporated by reference to Exhibit 10.2 to the Banks Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2010, filed on November 12, 2010). |
|
|
|
10.9
|
|
Consolidated Deferred Compensation Plan of the Registrant for deferrals made on or
after January 1, 2011, as adopted by the Banks Board of Directors on December 29, 2010. |
|
|
|
10.10
|
|
Form of Special Non-Qualified Deferred Compensation Plan of the Registrant, as
amended and restated effective January 1, 2009 (filed as Exhibit 10.1 to the Banks
Current Report on Form 8-K dated May 14, 2009 and filed with the SEC on May 20, 2009,
which exhibit is incorporated herein by reference). |
|
|
|
10.11
|
|
Federal Home Loan Banks P&I Funding and Contingency Plan Agreement entered into on
June 23, 2006 and effective as of July 20, 2006, by and among the Office of Finance and
each of the Federal Home |
|
|
|
Exhibit |
|
|
|
|
Loan Banks (filed as Exhibit 10.1 to the Banks Current Report on
Form 8-K dated June 23, 2006 and filed with the SEC on June 27, 2006, which exhibit is
incorporated herein by reference). |
|
|
|
10.12
|
|
Form of Employment Agreement between the Registrant and each of its executive
officers, entered into on November 20, 2007 (filed as Exhibit 99.1 to the Banks Current
Report on Form 8-K dated November 20, 2007 and filed with the SEC on November 26, 2007,
which exhibit is incorporated herein by reference). |
|
|
|
10.13
|
|
Form of 2010 Long Term Incentive Plan including the Form of Award Agreement (filed
as Exhibit 10.1 to the Banks Current Report on Form 8-K dated May 28, 2010 and filed with
the SEC on June 4, 2010, which exhibit is incorporated herein by reference). |
|
|
|
10.14
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|
Amended and Restated Indemnification Agreement between the Registrant and Terry
Smith, dated October 24, 2008 (incorporated by reference to Exhibit 10.12 to the Banks
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 27,
2009). |
|
|
|
10.15
|
|
Form of Indemnification Agreement between the Registrant and each of its officers
(other than Terry Smith), entered into on various dates on or after November 7, 2008
(incorporated by reference to Exhibit 10.13 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
|
10.16
|
|
Form of Indemnification Agreement between the Registrant and each of its directors,
entered into on various dates on or after October 24, 2008 (incorporated by reference to
Exhibit 10.14 to the Banks Annual Report on Form 10-K for the fiscal year ended December
31, 2008, filed on March 27, 2009). |
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
14.1
|
|
Code of Ethics for Senior Financial
Officers (incorporated by reference to
Exhibit 14.1 to the Banks Annual Report on Form 10-K for the fiscal year ended December
31, 2009, filed on March 25, 2010). |
|
|
|
31.1
|
|
Certification of principal executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of principal financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification of principal executive officer and principal financial officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
|
99.1
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|
Charter of the Audit Committee of the Board of Directors. |
|
|
|
99.2
|
|
Report of the Audit Committee of the Board of Directors. |