UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September 30, 2013~~March 31, 2014



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

Commission File Number: 000-51398

FEDERAL HOME LOAN BANK OF SAN FRANCISCO

(Exact name of registrant as specified in its charter)



	Federally chartered corporation		94-6000630
	(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

	600 California Street San Francisco, CA		94108
	(Address of principal executive offices)		(Zip code)

(415) 616-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

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

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

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



	Shares Outstanding as of ~~October 31, 2013~~April 30, 2014
Class B Stock, par value $100	~~62,125,077~~50,832,445

Table of Contents

Federal Home Loan Bank of San Francisco

Form 10-Q

Index



PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Statements of Condition (Unaudited)	1
	Statements of Income (Unaudited)	2
	Statements of Comprehensive Income (Unaudited)	3
	Statements of Capital Accounts (Unaudited)	4
	Statements of Cash Flows (Unaudited)	5
	Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5756
	Quarterly Overview	5857
	Financial Highlights	6058
	Results of Operations	6160
	Financial Condition	7568
	Liquidity and Capital Resources	8379
	Risk Management	8682
	Critical Accounting Policies and Estimates	~~103~~101
	Recently Issued Accounting Standards and Interpretations	~~104~~101
	Recent Developments	~~104~~101
	Off-Balance Sheet Arrangements ~~Guarantees,~~ and Other Commitments	~~105~~101

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~106~~102

Item 4.	Controls and Procedures	~~111~~109

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	~~112~~110

Item 1A.	Risk Factors	~~112~~111

Item 6.	Exhibits	~~114~~111

Signatures		~~115~~112

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

Federal Home Loan Bank of San Francisco

Statements of Condition

(Unaudited)


(In millions-except par value)	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
Assets:
Cash and due from banks	$	4,060		$	104		$	4,541		$	4,906
Securities purchased under agreements to resell	—			1,500			500			—
Federal funds sold	7,970			10,857			6,401			7,498
Trading securities^(a)	3,207			3,191			3,127			3,208
Available-for-sale securities^(a)	7,181			7,604
Held-to-maturity securities (fair values were $19,711 and $17,584, respectively)^(b)	19,714			17,376
Advances (includes $6,914 and $7,390 at fair value under the fair value option, respectively)	44,213			43,750
Mortgage loans held for portfolio, net of allowance for credit losses of $2 and $3, respectively	967			1,289
Available-for-sale (AFS) securities^(a)							6,916			7,047
Held-to-maturity (HTM) securities (fair values were $17,925 and $17,352, respectively)^(a)							17,974			17,507
Advances (includes $6,936 and $7,069 at fair value under the fair value option, respectively)							45,552			44,395
Mortgage loans held for portfolio, net of allowance for credit losses of $2 and $2, respectively							852			905
Accrued interest receivable	81			101			74			81
Premises, software, and equipment, net	25			26			25			25
Derivative assets, net	156			529			137			116
Other assets	87			94			86			86
Total Assets	$	87,661		$	86,421		$	86,185		$	85,774
Liabilities:
Deposits	$	266		$	227		$	275		$	193
Consolidated obligations:
Bonds (includes $15,972 and $27,884 at fair value under the fair value option, respectively)	56,102			70,310
Bonds (includes $7,298 and $10,115 at fair value under the fair value option, respectively)							53,184			53,207
Discount notes	21,821			5,209			24,863			24,194
Total consolidated obligations	77,923			75,519			78,047			77,401
Mandatorily redeemable capital stock	2,588			4,343			1,644			2,071
Accrued interest payable	191			175			148			95
Affordable Housing Program payable	156			144
Affordable Housing Program (AHP) payable							151			151
Derivative liabilities, net	55			23			38			47
Other liabilities	859			377			240			107
Total Liabilities	82,038			80,808			80,543			80,065
Commitments and Contingencies (Note 17)
Capital:
Capital stock—Class B—Putable ($100 par value) issued and outstanding:
35 shares and 42 shares, respectively	3,526			4,160
33 shares and 35 shares, respectively							3,325			3,460
Unrestricted retained earnings	316			246			312			317
Restricted retained earnings	2,056			2,001			2,069			2,077
Total Retained Earnings	2,372			2,247			2,381			2,394
Accumulated other comprehensive income/(loss)	(275		)	(794		)
Accumulated other comprehensive income/(loss) (AOCI)							(64		)	(145		)
Total Capital	5,623			5,613			5,642			5,709
Total Liabilities and Capital	$	87,661		$	86,421		$	86,185		$	85,774


(a)	At ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, none ~~of these securities were pledged as collateral that may be repledged.~~


~~(b)~~	At ~~September 30, 2013, and~~ ~~December 31, 2012~~, $2 of these securities were pledged as collateral that may be repledged.

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

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Federal Home Loan Bank of San Francisco

Statements of Income

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						For the Three Months Ended March 31,
(In millions)	2013			2012			2013			2012			2014			2013
Interest Income:
Advances	$	84		$	124		$	260		$	414		$	79		$	89
Prepayment fees on advances, net	—			18			2			41
Securities purchased under agreements to resell	—			2			1			3			—			1
Federal funds sold	4			3			12			9			3			4
Trading securities	1			6			5			19			1			2
Available-for-sale securities	69			77			206			243
Held-to-maturity securities	97			123			293			371
AFS securities													71			69
HTM securities													96			101
Mortgage loans held for portfolio	12			18			38			60			11			13
Total Interest Income	267			371			817			1,160			261			279
Interest Expense:
Consolidated obligations:
Bonds	102			141			342			445			81			123
Discount notes	4			5			11			18			6			3
Mandatorily redeemable capital stock	47			6			109			20			39			26
Total Interest Expense	153			152			462			483			126			152
Net Interest Income	114			219			355			677			135			127
Provision for/(reversal of) credit losses on mortgage loans	—			—			—			(1		)	1			—
Net Interest Income After Mortgage Loan Loss Provision	114			219			355			678			134			127
Other Income/(Loss):
Net gain/(loss) on trading securities	(2		)	(5		)	1			(10		)	—			2
Total other-than-temporary impairment (OTTI) loss	(5		)	(17		)	(13		)	(46		)	(1		)	(4		)
Net amount of OTTI loss reclassified to/(from) accumulated other comprehensive income/(loss)	2			13			7			12
Net amount of OTTI loss reclassified to/(from) AOCI													1			1
Net OTTI loss, credit-related	(3		)	(4		)	(6		)	(34		)	—			(3		)
Net gain/(loss) on advances and consolidated obligation bonds held under fair value option	(17		)	6			(6		)	6			(39		)	(11		)
Net gain/(loss) on derivatives and hedging activities	(2		)	(33		)	16			(103		)	(10		)	6
Other	2			2			5			5			1			2
Total Other Income/(Loss)	(22		)	(34		)	10			(136		)	(48		)	(4		)
Other Expense:
Compensation and benefits	16			16			48			48			16			16
Other operating expense	14			12			36			35			12			10
Federal Housing Finance Agency	1			3			4			10			2			2
Office of Finance	1			1			4			4			2			2
Other	—			1			1			2
Total Other Expense	32			33			93			99			32			30
Income/(Loss) Before Assessment	60			152			272			443			54			93
Affordable Housing Program Assessment	11			15			38			46
AHP Assessment													9			12
Net Income/(Loss)	$	49		$	137		$	234		$	397		$	45		$	81

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

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Federal Home Loan Bank of San Francisco

Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						For the Three Months Ended March 31,
(In millions)	2013			2012			2013			2012			2014			2013
Net Income/(Loss)	$	49		$	137		$	234		$	397		$	45		$	81
Other Comprehensive Income/(Loss):
Net change in pension and postretirement benefits	(2		)	—			(1		)	—
Net unrealized gain/(loss) on available-for-sale securities	—			—			—			(1		)
Net non-credit-related OTTI loss on available-for-sale securities:
Non-credit-related OTTI loss transferred from held-to-maturity securities	(1		)	(15		)	(4		)	(28		)
Net non-credit-related OTTI loss on AFS securities:
Non-credit-related OTTI loss transferred from HTM securities													—			(3		)
Net change in fair value of other-than-temporarily impaired securities	82			512			522			832			81			340
Reclassification of non-credit-related OTTI loss included in net income/(loss)	(1		)	2			(3		)	13			(1		)	2
Total net non-credit-related OTTI loss on available-for-sale securities	80			499			515			817
Net non-credit-related OTTI loss on held-to-maturity securities:
Total net non-credit-related OTTI loss on AFS securities													80			339
Net non-credit-related OTTI loss on HTM securities:
Non-credit-related OTTI loss	(1		)	(15		)	(4		)	(25		)	—			(3		)
Accretion of non-credit-related OTTI loss	1			2			5			7			1			2
Non-credit-related OTTI loss transferred to available-for-sale securities	1			15			4			28
Total net non-credit-related OTTI loss on held-to-maturity securities	1			2			5			10
Non-credit-related OTTI loss transferred to AFS securities													—			3
Total net non-credit-related OTTI loss on HTM securities													1			2
Total other comprehensive income/(loss)	79			501			519			826			81			341
Total Comprehensive Income/(Loss)	$	128		$	638		$	753		$	1,223		$	126		$	422

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

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Federal Home Loan Bank of San Francisco

Statements of Capital Accounts

(Unaudited)


	Capital Stock Class B—Putable					Retained Earnings								Accumulated Other Comprehensive			Total Capital			Capital Stock Class B—Putable					Retained Earnings												Total Capital
(In millions)	Shares		Par Value			Restricted		Unrestricted			Total			Income/(Loss)			Total Capital			Shares		Par Value			Restricted			Unrestricted			Total			AOCI			Total Capital
Balance, December 31, 2011	48		$	4,795		$	1,803	$	—		$	1,803		$	(1,893	)	$	4,705
Issuance of capital stock	2		232														232
Repurchase of capital stock	(5	)	(555		)												(555		)
Capital stock reclassified from/(to) mandatorily redeemable capital stock, net	—		(8		)												(8		)
Comprehensive income/(loss)						176		221			397			826			1,223
Cash dividends paid on capital stock (0.49%)								(17		)	(17		)				(17		)
Balance, September 30, 2012	45		$	4,464		$	1,979	$	204		$	2,183		$	(1,067	)	$	5,580
Balance, December 31, 2012	42		$	4,160		$	2,001	$	246		$	2,247		$	(794	)	$	5,613		42		$	4,160		$	2,001		$	246		$	2,247		$	(794	)	$	5,613
Issuance of capital stock	2		298														298			1		106															106
Repurchase of capital stock	(9	)	(929		)												(929		)	(3	)	(314		)													(314		)
Capital stock reclassified from/(to) mandatorily redeemable capital stock, net	—		(3		)												(3		)	—		(1		)													(1		)
Comprehensive income/(loss)						55		179			234			519			753								12			69			81			341			422
Cash dividends paid on capital stock (3.52%)								(109		)	(109		)				(109		)
Balance, September 30, 2013	35		$	3,526		$	2,056	$	316		$	2,372		$	(275	)	$	5,623
Cash dividends paid on capital stock (2.30%)																												(25		)	(25		)				(25		)
Balance, March 31, 2013																				40		$	3,951		$	2,013		$	290		$	2,303		$	(453	)	$	5,801
Balance, December 31, 2013																				35		$	3,460		$	2,077		$	317		$	2,394		$	(145	)	$	5,709
Issuance of capital stock																				2		197															197
Repurchase of capital stock																				(4	)	(331		)													(331		)
Capital stock reclassified to mandatorily redeemable capital stock, net																				—		(1		)													(1		)
Comprehensive income/(loss)																									(8		)	53			45			81			126
Cash dividends paid on capital stock (6.67%)																												(58		)	(58		)				(58		)
Balance, March 31, 2014																				33		$	3,325		$	2,069		$	312		$	2,381		$	(64	)	$	5,642

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

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Federal Home Loan Bank of San Francisco

Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,						For the Three Months Ended March 31,
(In millions)	2013			2012			2014			2013
Cash Flows from Operating Activities:
Net Income/(Loss)	$	234		$	397		$	45		$	81
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization	(51		)	(19		)	(20		)	(15		)
Provision for/(reversal of) credit losses on mortgage loans	—			(1		)	1			—
Change in net fair value adjustment on trading securities	(1		)	10			—			(2		)
Change in net fair value adjustment on advances and consolidated obligation bonds held under fair value option	6			(6		)
Change in net fair value adjustment on advances and consolidated obligation bonds held under the fair value option							39			11
Change in net derivatives and hedging activities	(61		)	(31		)	(94		)	(84		)
Net OTTI loss, credit-related	6			34			—			3
Net change in:
Accrued interest receivable	21			57			7			(3		)
Other assets	(1		)	(4		)	—			(1		)
Accrued interest payable	14			18			54			67
Other liabilities	16			(2		)	(6		)	(1		)
Total adjustments	(51		)	56			(19		)	(25		)
Net cash provided by/(used in) operating activities	183			453			26			56
Cash Flows from Investing Activities:
Net change in:
Interest-bearing deposits	(66		)	45			(80		)	11
Securities purchased under agreements to resell	1,500			(3,000		)	(500		)	1,000
Federal funds sold	3,037			(2,061		)	1,097			1,823
Premises, software, and equipment	(6		)	(4		)	(1		)	(2		)
Trading securities:
Proceeds from maturities of long-term	235			1,310			81			1
Purchases of long-term	(525		)	(2,052		)	—			(525		)
Available-for-sale securities:
AFS securities:
Proceeds from maturities of long-term	1,001			2,575			225			309
Held-to-maturity securities:
HTM securities:
Net (increase)/decrease in short-term	(1,543		)	3,631			(848		)	103
Proceeds from maturities of long-term	3,264			3,137			589			1,213
Purchases of long-term	(3,506		)	(3,821		)	(69		)	(1,189		)
Advances:
Principal collected	367,726			291,699			146,806			112,034
Made to members	(368,483		)	(275,426		)	(147,969		)	(115,063		)
Mortgage loans held for portfolio:
Principal collected	317			418			52			113
Proceeds from sales of foreclosed assets	3			2			1			—
Net cash provided by/(used in) investing activities	2,954			16,453			(616		)	(172		)

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Federal Home Loan Bank of San Francisco

Statements of Cash Flows (continued)

(Unaudited)


	Nine Months Ended September 30,						For the Three Months Ended March 31,
(In millions)	2013			2012			2014			2013
Cash Flows from Financing Activities:
Net change in:
Deposits	347			(75		)	189			(25		)
Net (payments)/proceeds on derivative contracts with financing elements	59			47			(1		)	26
Net proceeds from issuance of consolidated obligations:
Bonds	19,103			47,680			8,377			3,875
Discount notes	91,095			30,964			17,912			19,784
Bonds transferred from another Federal Home Loan Bank	122			—			—			122
Payments for matured and retired consolidated obligations:
Bonds	(32,922		)	(57,473		)	(8,390		)	(9,862		)
Discount notes	(74,487		)	(40,385		)	(17,242		)	(12,166		)
Proceeds from issuance of capital stock	298			232			197			106
Payments for repurchase/redemption of mandatorily redeemable capital stock	(1,758		)	(816		)	(428		)	(437		)
Payments for repurchase of capital stock	(929		)	(555		)	(331		)	(314		)
Cash dividends paid	(109		)	(17		)	(58		)	(25		)
Net cash provided by/(used in) financing activities	819			(20,398		)	225			1,084
Net increase/(decrease) in cash and due from banks	3,956			(3,492		)	(365		)	968
Cash and due from banks at beginning of the period	104			3,494			4,906			104
Cash and due from banks at end of the period	$	4,060		$	2		$	4,541		$	1,072
Supplemental Disclosures:
Interest paid	$	387		$	471		$	124		$	118
Affordable Housing Program payments	26			49
AHP payments							9			11
Supplemental Disclosures of Noncash Investing Activities:
Transfers of mortgage loans to real estate owned	3			3			1			1
Transfers of OTTI held-to-maturity securities to available-for-sale securities	56			134
Transfers of other-than-temporarily impaired HTM securities to AFS securities							—			19

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

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements

(Unaudited)

(Dollars in millions except per share amounts)

Note 1 — Summary of Significant Accounting Policies

The information about the Federal Home Loan Bank of San Francisco (Bank) included in these unaudited financial statements reflects all adjustments that, in the opinion of the Bank, are necessary for a fair statement of results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed. The results of operations in these interim statements are not necessarily indicative of the results to be expected for any subsequent period or for the entire year ending December 31, ~~2013.~~2014. These unaudited financial statements should be read in conjunction with the Bank’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~ (~~2012~~2013 (2013 Form 10‑K).

Use of Estimates. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make a number of judgments, estimates, and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of income, expenses, gains, and losses during the reporting period. The most significant of these estimates include estimating the ~~determination~~allowance for credit losses on the advances and mortgage loan portfolios; accounting for derivatives; estimating fair values of ~~other-than-temporary impairment (OTTI) of certain~~investments classified as trading and available-for-sale, derivatives and associated hedged items carried at fair value in accordance with the accounting for derivative instruments and associated hedging activities, and financial instruments carried at fair value under the fair value option, and accounting for OTTI for investment securities; and estimating the prepayment speeds on mortgage-backed securities (MBS) and mortgage loans for the accounting of ~~the fair value~~amortization of ~~derivatives, certain advances, certain investment securities,~~premiums and ~~certain consolidated obligations that are reported at fair value in the Statements~~accretion of ~~Condition.~~discounts on MBS and mortgage loans. Actual results could differ significantly from these estimates.

~~Financial Instruments Meeting Netting Requirements.~~ The Bank presents certain financial instruments, including derivative instruments and securities purchased under agreements to resell, on a net basis when they have a legal right of offset and all other requirements for netting are met (collectively referred to as the netting requirements). The Bank has elected to offset its derivative asset and liability positions, as well as cash collateral received or pledged, when the netting requirements are met. The Bank did not have any offsetting liabilities related to its securities purchased under agreements to resell for the periods presented.

The net exposure for these financial instruments can change on a daily basis; therefore, there may be a delay between the time this exposure change is identified and additional collateral is requested, and the time this collateral is received or pledged. Likewise, there may be a delay for excess collateral to be returned. For derivative instruments that meet the netting requirements, any excess cash collateral received or pledged is recognized as a derivative liability or derivative asset. Additional information regarding these agreements is provided in ~~Note 15 – Derivatives and Hedging Activities~~. Based on the fair value of the related collateral held, the securities purchased under agreements to resell were fully collateralized for the periods presented. For more information about the Bank’s investments in securities purchased under agreements to resell, see “Item 8. Financial Statements and Supplementary Data – Note 1 – Summary of Significant Accounting Policies” in the Bank’s ~~2012~~ ~~Form 10-K.~~

Variable Interest Entities. The Bank’s investments in variable interest entities (VIEs) are limited to private-label residential mortgage-backed securities (PLRMBS). On an ongoing basis, the Bank performs a quarterly evaluation

to determine whether it is the primary beneficiary in any VIE. The Bank evaluated its investments in VIEs as of ~~September 30, 2013~~March 31, 2014, to determine whether it is a primary beneficiary of any of these investments. The primary beneficiary is required to consolidate a VIE. The Bank determined that consolidation accounting is not required because the Bank is not the primary beneficiary of these VIEs for the periods presented. 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. In addition, the Bank does not design, sponsor, transfer, service, or provide credit or liquidity support in any of its investments in VIEs. The Bank’s maximum loss exposure for these investments is limited to the carrying value.

Descriptions of the Bank’s significant accounting policies are included in “Item 8. Financial Statements and Supplementary Data – Note 1 – Summary of Significant Accounting Policies” in the Bank’s ~~2012~~2013 Form 10-K. Other changes to these policies as of March 31, 2014, are discussed in Note 2 – Recently Issued and Adopted Accounting Guidance.

Note 2 — Recently Issued and Adopted Accounting Guidance

Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. On January 17, 2014, theFinancial Accounting Standards Board (FASB) issued guidance clarifying when consumer mortgage loans collateralized by real estate should be reclassified to real estate owned (REO). Specifically, these collateralized mortgage loans should be reclassified to REO when either the creditor obtains legal title to the residential real estate property upon completion of a foreclosure or the borrower conveys all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The guidance is effective for interim and annual periods beginning on or after December 15, 2014, and may be adopted under either the modified retrospective transition method or the

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

~~changes to these policies as~~prospective transition method. The Bank is in the process of ~~September 30, 2013, are discussed in~~ ~~Note 2 – Recently Issued and Adopted Accounting Guidance~~.

~~Note 2 —~~ ~~Recently Issued and Adopted Accounting Guidance~~

~~Inclusion of~~evaluating the ~~Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes.~~ On July 17, 2013, the Financial Accounting Standards Board (FASB) amended existing guidance to include the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate (OIS)) as a U.S. benchmark interest rate for hedge accounting purposes. Including OIS as an acceptable U.S. benchmark interest rate, in addition to U.S. Treasuries and London Interbank Offered Rates (LIBOR), provides a more comprehensive spectrum of interest rate resets to use as the designated benchmark interest rate risk component under the hedge accounting guidance. The amendments also remove the restriction on using different benchmark interest rates for similar hedges. The amendments apply to all entities that elect to apply hedge accounting of the benchmark interest rate and were effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoptioneffect of this guidance ~~did not affect~~on the Bank’s ~~financial statement disclosures,~~ financial condition, results of operations, orand cash ~~flows.~~flows, but it is not expected to be material.

Joint and Several Liability Arrangements. On February 28, 2013, the FASB issued guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of ~~this~~the guidance is fixed at the reporting date. ~~This~~The guidance requires an entity to measure these obligations as the sum of (1) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. In addition, ~~this~~the guidance requires an entity to disclose the nature and amount of the obligations as well as other information about ~~these~~the obligations. ~~This~~The guidance isbecame effective for interim and annual periods beginning on ~~or after December 15, 2013,~~January 1, 2014, and ~~should be~~was applied retrospectively to obligations with joint and several liabilities existing at ~~the beginning of an entity’s fiscal year of adoption.~~January 1, 2014. The adoption of this guidance ~~is not expected to affect the Bank’s financial condition, results of operations, or cash flows.~~

~~Disclosures about Offsetting Assets and Liabilities.~~ On December 16, 2011, the FASB and the International Accounting Standards Board issued common disclosure requirements intended to help investors and other financial statement users better assess the effect or potential effect of offsetting arrangements on a company’s financial position, whether a company’s financial statements are prepared on the basis of GAAP or International Financial Reporting Standards. This guidance was amended on January 31, 2013, to clarify that its scope includes only certain financial instruments that are either offset on the balance sheet or are subject to an enforceable master netting arrangement or similar agreement. The Bank is required to disclose both gross and net information about derivatives, repurchase, and security lending instruments that meet these criteria. This guidance, as amended, became effective for the Bank for interim and annual periods beginning on January 1, 2013, and was applied retrospectively for all comparative periods presented. The adoption of this guidance resulted in additional financial statement disclosures, but did not affect the Bank’s financial condition, results of operations, or cash flows.

~~Presentation of Comprehensive Income.~~ On February 5, 2013, the FASB issued guidance to improve the transparency of reporting reclassifications out of accumulated other comprehensive income/(loss) (AOCI). This guidance does not change the current requirements for reporting net income or comprehensive income in financial statements. However, it requires the Bank to provide information about the amounts reclassified out of AOCI by component. In addition, the Bank is required to present significant amounts reclassified out of AOCI, either on the face of the financial statement where net income is presented or in the footnotes. These amounts are presented based on the respective lines of net income only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, the Bank is required to cross-reference to other required disclosures that provide additional detail about these other amounts. This guidance became effective for the Bank for interim and annual periods beginning on January 1, 2013, and was applied prospectively. The adoption of this

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

~~guidance resulted in additional financial statement disclosures, but did not affect the Bank’s financial condition, results of operations, or cash flows.~~

Recently Issued Regulatory Guidance

Framework for Adversely Classifying Loans, Other Real Estate Owned, and Other Assets and Listing Assets for Special Mention. On April 9, 2012, the Federal Housing Finance Agency (Finance Agency) issued Advisory Bulletin 2012-02, Framework for Adversely Classifying Loans, Other Real Estate Owned, and Other Assets and Listing Assets for Special Mention (AB 2012-02). ~~This~~The guidance establishes a standard and uniform methodology for classifying loans, other real estate owned, and certain other assets (excluding investment securities), and prescribes the timing of asset charge-offs based on these classifications. ~~This~~The guidance is generally consistent with the Uniform Retail Credit Classification and Account Management Policy issued by the federal banking regulators in June 2000. ~~AB 2012-02 was effective upon issuance. However,~~The Bank implemented the ~~Finance Agency issued additional guidance that extends the effective date of this advisory bulletin. The~~ asset classification provisions ~~should be implemented by~~as of January 1, 2014, and this adoption did not have any impact on the Bank’s financial condition, results of operations, or cash flows. The charge-off provisions ~~should~~are to be implemented no later than January 1, ~~2015. The~~2015, and the adoption of ~~the accounting guidance in AB 2012-02~~those provisions is not expected to have a significant impact on the Bank’s financial condition, results of operations, or cash flows.

Note 3 — Trading Securities

The estimated fair value of trading securities as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, was as follows:


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Government-sponsored enterprises (GSEs) – Federal Farm Credit Bank (FFCB) bonds	$	3,193	$	3,175	$	3,114	$	3,194
Mortgage-backed securities (MBS) – Other U.S. obligations – Ginnie Mae	14		16
MBS – Other U.S. obligations – Ginnie Mae					13		14
Total	$	3,207	$	3,191	$	3,127	$	3,208

Redemption Terms. The estimated fair value of non-mortgage-backed securities (non-MBS) by contractual maturity (based on contractual final principal payment) and of mortgage-backed securities (MBS) as of

~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, is shown below. Expected maturities of MBS will differ from contractual maturities because borrowers generally have the right to prepay the underlying obligations without prepayment fees.

Year of Contractual Maturity September 30, 2013
December 31, 2012
Trading securities other than MBS:
Due in 1 year or less $ 330
$ 234
Due after 1 year through 5 years 2,863
2,941
Subtotal 3,193
3,175
MBS – Other U.S. obligations – Ginnie Mae 14
16
Total $ 3,207
$ 3,191

~~Interest Rate Payment Terms.~~ ~~Interest rate payment terms for trading securities at~~ ~~September 30, 2013, and~~ ~~December 31, 2012, are detailed in the following table:~~

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

September 30, 2013
December 31, 2012
Estimated fair value of trading securities other than MBS:
Adjustable rate $ 3,193
$ 3,175
Estimated fair value of trading MBS:
Passthrough securities – Adjustable rate 14
16
Total $ 3,207
$ 3,191



Year of Contractual Maturity	March 31, 2014		December 31, 2013
Trading securities other than MBS:
Due in 1 year or less	$	800	$	580
Due after 1 year through 5 years	2,314		2,614
Subtotal	3,114		3,194
MBS – Other U.S. obligations – Ginnie Mae	13		14
Total	$	3,127	$	3,208

Interest Rate Payment Terms. Interest rate payment terms for trading securities at March 31, 2014, and December 31, 2013, are detailed in the following table:



	March 31, 2014		December 31, 2013
Estimated fair value of trading securities other than MBS:
Adjustable rate	$	3,114	$	3,194
Estimated fair value of trading MBS:
Passthrough securities – Adjustable rate	13		14
Total	$	3,127	$	3,208

The net unrealized gain/(loss) on trading securities was ~~$(2)~~de minimis and ~~$(5)~~$2 for the three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012, respectively. The net unrealized gain/(loss) on trading securities was~~ $1 ~~and~~ ~~$(10)~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~ 2013 ~~and~~ ~~2012~~, respectively. These amounts represent the changes in the fair value of the securities during the reported periods.

Note 4 — Available-for-Sale Securities

Available-for-sale (AFS) securities by major security type as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, were as follows:


September 30, 2013
March 31, 2014
	Amortized Cost⁽¹⁾		OTTI Recognized in AOCI			Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost⁽¹⁾		OTTI Recognized in AOCI			Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
PLRMBS:
Prime	$	694	$	(14	)	$	21	$	—		$	701	$	636	$	(13	)	$	35	$	—		$	658
Alt-A, option ARM	1,147		(110		)	37		—			1,074		1,100		(69		)	63		—			1,094
Alt-A, other	5,573		(279		)	123		(11		)	5,406		5,211		(209		)	166		(4		)	5,164
Total	$	7,414	$	(403	)	$	181	$	(11	)	$	7,181	$	6,947	$	(291	)	$	264	$	(4	)	$	6,916

December 31, 2012
December 31, 2013
	Amortized Cost⁽¹⁾		OTTI Recognized in AOCI			Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost⁽¹⁾		OTTI Recognized in AOCI			Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
PLRMBS:
Prime	$	832	$	(46	)	14		$	—		$	800	$	661	$	(11	)	27		$	—		$	677
Alt-A, option ARM	1,227		(219		)	2		—			1,010		1,122		(74		)	51		—			1,099
Alt-A, other	6,293		(539		)	40		—			5,794		5,376		(239		)	142		(8		)	5,271
Total	$	8,352	$	(804	)	$	56	$	—		$	7,604	$	7,159	$	(324	)	$	220	$	(8	)	$	7,047


(1)	Amortized cost includes unpaid principal balance, unamortized premiums and discounts, and previous ~~other-than-temporary impairments~~OTTI recognized in earnings.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Expected maturities of PLRMBS will differ from contractual maturities because borrowers generally have the right to prepay the underlying obligations without prepayment fees.

At ~~September 30,~~March 31, 2014, the amortized cost of the Bank’s PLRMBS classified as AFS included credit-related OTTI of $1,279. At December 31, 2013, the amortized cost of the Bank’s PLRMBS classified as ~~available-for-sale~~AFS included credit-related OTTI of $~~1,340~~ ~~(including interest accretion adjustments of~~ ~~$51). At~~ ~~December 31, 2012, the amortized cost of the Bank’s PLRMBS classified as available-for-sale included credit-related OTTI of~~ ~~$1,427~~ ~~(including interest accretion adjustments of~~ ~~$61~~).

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

~~intent to hold these securities for an indefinite period of time. For additional information on the transferred securities, see~~ ~~Note 6 – Other-Than-Temporary Impairment Analysis~~1,312.

The following table summarizes the ~~available-for-sale~~AFS securities with unrealized losses as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013. The unrealized losses are aggregated by major security type and the length of time that individual securities have been in a continuous unrealized loss position. Total unrealized losses in the following table will not agree to the total gross unrealized losses in the table above. The unrealized losses in the following table also include non-credit-related OTTI losses recognized in ~~AOCI net of subsequent unrealized gains, up to the amount of non-credit-related OTTI in~~ AOCI. For OTTI analysis of ~~available-for-sale~~AFS securities, see Note 6 – Other-Than-Temporary Impairment Analysis.


September 30, 2013
March 31, 2014
	Less Than 12 Months				12 Months or More				Total				Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
PLRMBS:
Prime	$	28	$	1	$	296	$	13	$	324	$	14	$	23	$	—	$	267	$	13	$	290	$	13
Alt-A, option ARM	31		—		795		110		826		110		—		—		642		69		642		69
Alt-A, other	741		6		2,596		284		3,337		290		454		8		2,185		205		2,639		213
Total	$	800	$	7	$	3,687	$	407	$	4,487	$	414	$	477	$	8	$	3,094	$	287	$	3,571	$	295

December 31, 2012
December 31, 2013
	Less Than 12 Months				12 Months or More				Total				Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
PLRMBS:
Prime	$	—	$	—	$	547	$	46	$	547	$	46	$	28	$	—	$	287	$	11	$	315	$	11
Alt-A, option ARM	6		—		973		219		979		219		—		—		674		74		674		74
Alt-A, other	187		1		4,208		538		4,395		539		677		10		2,351		237		3,028		247
Total	$	193	$	1	$	5,728	$	803	$	5,921	$	804	$	705	$	10	$	3,312	$	322	$	4,017	$	332

As indicated in the tables above, as of ~~September 30, 2013~~March 31, 2014, the Bank’s investments classified as ~~available-for-sale~~AFS had gross unrealized losses related to PLRMBS, which were primarily due to illiquidity in the MBS market, uncertainty about the future condition of the housing and mortgage markets and the economy, and market expectations of the credit performance of loan collateral underlying these securities, which caused these assets to be valued at discounts to their acquisition cost.

Interest Rate Payment Terms. Interest rate payment terms for ~~available-for-sale~~AFS securities at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, are shown in the following table:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Amortized cost of available-for-sale PLRMBS:
Amortized cost of AFS PLRMBS:
Collateralized mortgage obligations:
Fixed rate	$	2,567	$	3,055	$	2,284	$	2,450
Adjustable rate	4,847		5,297		4,663		4,709
Total	$	7,414	$	8,352	$	6,947	$	7,159

Certain MBS classified as fixed rate collateralized mortgage obligations have an initial fixed interest rate that subsequently converts to an adjustable interest rate on a specified date as follows:



	March 31, 2014		December 31, 2013
Collateralized mortgage obligations:
Converts in 1 year or less	$	109	$	191
Converts after 1 year through 5 years	343		364
Total	$	452	$	555

See Note 6 – Other-Than-Temporary Impairment Analysis for information on the transfers of securities between the AFS portfolio and the held-to-maturity (HTM) portfolio.

Note 5 — Held-to-Maturity Securities

The Bank classifies the following securities as HTM because the Bank has the positive intent and ability to hold these securities to maturity:



March 31, 2014
	Amortized Cost⁽¹⁾		OTTI Recognized in AOCI⁽¹⁾			Carrying Value⁽¹⁾		Gross Unrecognized Holding Gains⁽²⁾		Gross Unrecognized Holding Losses⁽²⁾			Estimated Fair Value
Certificates of deposit	$	2,508	$	—		$	2,508	$	—	$	—		$	2,508
Housing finance agency bonds:
California Housing Finance Agency (CalHFA) bonds	380		—			380		—		(88		)	292
Subtotal	2,888		—			2,888		—		(88		)	2,800
MBS:
Other U.S. obligations – Ginnie Mae	1,676		—			1,676		5		(26		)	1,655
GSEs:
Freddie Mac	5,093		—			5,093		57		(58		)	5,092
Fannie Mae	6,139		—			6,139		116		(26		)	6,229
Subtotal GSEs	11,232		—			11,232		173		(84		)	11,321
PLRMBS:
Prime	1,319		—			1,319		2		(31		)	1,290
Alt-A, option ARM	16		—			16		—		(2		)	14
Alt-A, other	869		(26		)	843		24		(22		)	845
Subtotal PLRMBS	2,204		(26		)	2,178		26		(55		)	2,149
Total MBS	15,112		(26		)	15,086		204		(165		)	15,125
Total	$	18,000	$	(26	)	$	17,974	$	204	$	(253	)	$	17,925

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

September 30, 2013
December 31, 2012
Collateralized mortgage obligations:
Converts in 1 year or less $ 169
$ 59
Converts after 1 year through 5 years 422
703
Total $ 591
$ 762

~~Note 5 —~~ ~~Held-to-Maturity Securities~~

~~The Bank classifies the following securities as held-to-maturity because the Bank has the positive intent and ability to hold these securities to maturity:~~

September 30, 2013

Amortized
Cost⁽¹⁾


OTTI
Recognized
in AOCI⁽¹⁾

Carrying
Value⁽¹⁾


Gross
Unrecognized
Holding
Gains⁽²⁾


Gross
Unrecognized
Holding
Losses⁽²⁾

Estimated
Fair Value

Certificates of deposit $ 3,143
   $ —
$ 3,143
   $ —
   $ —
$ 3,143
Commercial paper 741
—
741
—
—
741
Housing finance agency bonds 441
   —
441
   —
   (104 ) 337
Subtotal 4,325
   —
4,325
   —
   (104 ) 4,221
MBS:
Other U.S. obligations – Ginnie Mae 919
   —
919
   7
   (10 ) 916
GSEs:
Freddie Mac 5,428
   —
5,428
   73
   (45 ) 5,456
Fannie Mae 6,628
   —
6,628
   144
   (20 ) 6,752
Subtotal GSEs 12,056
—
12,056
217
(65 ) 12,208
PLRMBS:
Prime 1,461
   —
1,461
   2
(43 ) 1,420
Alt-A, option ARM 16
—
16
—
(2 ) 14
Alt-A, other 966
(29 ) 937
25
(30 ) 932
Subtotal PLRMBS 2,443
(29 ) 2,414
27
(75 ) 2,366
Total MBS 15,418
   (29 ) 15,389
   251
   (150 ) 15,490
Total $ 19,743
   $ (29 ) $ 19,714
   $ 251
   $ (254 ) $ 19,711

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~


December 31, 2012
December 31, 2013
	Amortized Cost⁽¹⁾		OTTI Recognized in AOCI⁽¹⁾			Carrying Value⁽¹⁾		Gross Unrecognized Holding Gains⁽²⁾		Gross Unrecognized Holding Losses⁽²⁾			Estimated Fair Value		Amortized Cost⁽¹⁾		OTTI Recognized in AOCI⁽¹⁾			Carrying Value⁽¹⁾		Gross Unrecognized Holding Gains⁽²⁾		Gross Unrecognized Holding Losses⁽²⁾			Estimated Fair Value
Certificates of deposit	$	1,739	$	—		$	1,739	$	—	$	—		$	1,739	$	1,660	$	—		$	1,660	$	—	$	—		$	1,660
Housing finance agency bonds	535		—			535		—		(114		)	421
Housing finance agency bonds:
CalHFA bonds															416		—			416		—		(100		)	316
Subtotal	2,274		—			2,274		—		(114		)	2,160		2,076		—			2,076		—		(100		)	1,976
MBS:
Other U.S. obligations – Ginnie Mae	340		—			340		8		—			348		1,575		—			1,575		3		(45		)	1,533
GSEs:
Freddie Mac	4,828		—			4,828		162		(1		)	4,989		5,250		—			5,250		53		(90		)	5,213
Fannie Mae	7,020		—			7,020		247		(5		)	7,262		6,331		—			6,331		109		(45		)	6,395
Subtotal GSEs	11,848		—			11,848		409		(6		)	12,251		11,581		—			11,581		162		(135		)	11,608
PLRMBS:
Prime	1,749		—			1,749		3		(57		)	1,695		1,380		—			1,380		1		(37		)	1,344
Alt-A, option ARM	41		—			41		—		(7		)	34		16		—			16		—		(2		)	14
Alt-A, other	1,158		(34		)	1,124		23		(51		)	1,096		906		(27		)	879		24		(26		)	877
Subtotal PLRMBS	2,948		(34		)	2,914		26		(115		)	2,825		2,302		(27		)	2,275		25		(65		)	2,235
Total MBS	15,136		(34		)	15,102		443		(121		)	15,424		15,458		(27		)	15,431		190		(245		)	15,376
Total	$	17,410	$	(34	)	$	17,376	$	443	$	(235	)	$	17,584	$	17,534	$	(27	)	$	17,507	$	190	$	(345	)	$	17,352


(1)	Amortized cost includes unpaid principal balance, unamortized premiums and discounts, and previous OTTI recognized in earnings. The carrying value of ~~held-to-maturity~~HTM securities represents amortized cost after adjustment for non-credit-related OTTI recognized in AOCI.


(2)	Gross unrecognized holding gains/(losses) represent the difference between estimated fair value and carrying value.

At ~~September 30,~~March 31, 2014, the amortized cost of the Bank’s MBS classified as HTM included premiums of $65, discounts of $65, and credit-related OTTI of $7. At December 31, 2013, the amortized cost of the Bank’s MBS classified as ~~held-to-maturity~~HTM included premiums of $7571, discounts of $5970, and credit-related OTTI of $6 ~~(including interest accretion adjustments of~~ $5~~). At~~ ~~December 31, 2012, the amortized cost of the Bank’s MBS classified as held-to-maturity included premiums of~~ ~~$67, discounts of~~ ~~$36, and credit-related OTTI of~~ $6 ~~(including interest accretion adjustments of~~ $5).

~~Securities Transferred.~~ Beginning in the first quarter of 2011, the Bank elected to transfer any PLRMBS that incurred a credit-related OTTI charge during the applicable period from the Bank’s held-to-maturity portfolio to its available-for-sale portfolio at their fair values. These transfers allow the Bank the option to divest these securities prior to maturity in view of changes in interest rates, changes in prepayment risk, or other factors, while acknowledging its intent to hold these securities for an indefinite period of time. For additional information on the transferred securities, see ~~Note 4 – Available-for-Sale Securities~~ ~~and~~ ~~Note 6 – Other-Than-Temporary Impairment Analysis~~.

The following tables summarize the ~~held-to-maturity~~HTM securities with unrealized losses as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013. The unrealized losses are aggregated by major security type and the length of time that individual securities have been in a continuous unrealized loss position. Total unrealized losses in the following table will not agree to the total gross unrecognized losses in the table above. The unrealized losses in the following table also include non-credit-related OTTI losses recognized in AOCI. For OTTI analysis of ~~held-to-maturity~~HTM securities, see Note 6 – Other-Than-Temporary Impairment Analysis.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)



March 31, 2014
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Certificates of deposit	$	826	$	—	$	—	$	—	$	826	$	—
Housing finance agency bonds:
CalHFA bonds	—		—		292		88		292		88
MBS:
Other U.S. obligations – Ginnie Mae	1,109		26		2		—		1,111		26
GSEs:
Freddie Mac	2,753		58		34		—		2,787		58
Fannie Mae	1,915		22		120		4		2,035		26
Subtotal GSEs	4,668		80		154		4		4,822		84
PLRMBS:
Prime	375		3		667		28		1,042		31
Alt-A, option ARM	—		—		14		2		14		2
Alt-A, other	154		2		650		46		804		48
Subtotal PLRMBS	529		5		1,331		76		1,860		81
Total MBS	6,306		111		1,487		80		7,793		191
Total	$	7,132	$	111	$	1,779	$	168	$	8,911	$	279

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

September 30, 2013
Less Than 12 Months    12 Months or More    Total

Estimated
Fair Value


Unrealized
Losses


Estimated
Fair Value


Unrealized
Losses


Estimated
Fair Value


Unrealized
Losses

Certificates of deposit $ 700
$ —
$ —
$ —
$ 700
$ —
Commercial paper 741
—
—
—
—
—
741
—
Housing finance agency bonds —
   —
   337
   104
   337
   104
MBS:
Other U.S. obligations – Ginnie Mae 466
   10
   3
   —
   469
   10
GSEs:
Freddie Mac 2,439
   45
   44
   —
   2,483
   45
Fannie Mae 1,107
   15
   135
   5
   1,242
   20
Subtotal GSEs 3,546
60
179
5
3,725
65
PLRMBS:
Prime 480
7
728
36
1,208
43
Alt-A, option ARM —
—
14
2
14
2
Alt-A, other 104
2
734
57
838
59
Subtotal PLRMBS 584
   9
   1,476
   95
   2,060
   104
Total MBS 4,596
   79
   1,658
   100
   6,254
   179
Total $ 6,037
   $ 79
   $ 1,995
   $ 204
   $ 8,032
   $ 283


December 31, 2012
December 31, 2013
	Less Than 12 Months				12 Months or More				Total				Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Housing finance agency bonds	$	—	$	—	$	421	$	114	$	421	$	114
Housing finance agency bonds:
CalHFA bonds													$	—	$	—	$	316	$	100	$	316	$	100
MBS:
Other U.S. obligations – Ginnie Mae	—		—		3		—		3		—		1,187		45		2		—		1,189		45
GSEs:
Freddie Mac	314		1		13		—		327		1		2,918		89		66		1		2,984		90
Fannie Mae	56		1		270		4		326		5		2,069		40		126		5		2,195		45
Subtotal GSEs	370		2		283		4		653		6		4,987		129		192		6		5,179		135
PLRMBS:
Prime	83		2		1,197		55		1,280		57		481		5		693		32		1,174		37
Alt-A, option ARM	—		—		34		7		34		7		—		—		14		2		14		2
Alt-A, other	—		—		1,043		85		1,043		85		159		2		688		51		847		53
Subtotal PLRMBS	83		2		2,274		147		2,357		149		640		7		1,395		85		2,035		92
Total MBS	453		4		2,560		151		3,013		155		6,814		181		1,589		91		8,403		272
Total	$	453	$	4	$	2,981	$	265	$	3,434	$	269	$	6,814	$	181	$	1,905	$	191	$	8,719	$	372

As indicated in the tables above, the Bank’s investments classified as ~~held-to-maturity~~HTM had gross unrealized losses primarily related to ~~housing finance agency~~CalHFA bonds and ~~PLRMBS.~~MBS. The Bank also had gross unrealized losses associated with certificates of deposit that were de minimis, which were caused by movements in interest rates and not a deterioration of the issuers’ creditworthiness. The gross unrealized losses associated with the ~~housing finance agency~~CalHFA bonds were mainly due to an illiquid market, credit concerns regarding the underlying mortgage collateral, and credit concerns regarding the monoline insurance providers, causing these investments to be valued at a discount to their acquisition cost. For its agency MBS, the Bank expects to recover the entire amortized cost basis of these securities because the Bank determined that the strength of the issuers’ guarantees through direct obligations or support from the U.S. government is sufficient to protect the Bank from losses. The gross unrealized losses associated with the PLRMBS were primarily due to illiquidity in the MBS market, uncertainty about the future condition of the housing and mortgage markets and the economy, and market expectations of the credit performance of the loan collateral underlying these securities, which caused these assets to be valued at discounts to their acquisition cost.

Redemption Terms. The amortized cost, carrying value, and estimated fair value of non-MBS securities by contractual maturity (based on contractual final principal payment) and of MBS as of ~~September 30, 2013~~March 31, 2014, and

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

December 31, ~~2012~~2013, are shown below. Expected maturities of MBS will differ from contractual maturities because borrowers generally have the right to prepay the underlying obligations without prepayment fees.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


September 30, 2013
March 31, 2014
Year of Contractual Maturity	Amortized Cost⁽¹⁾		Carrying Value⁽¹⁾		Estimated Fair Value		Amortized Cost⁽¹⁾		Carrying Value⁽¹⁾		Estimated Fair Value
Held-to-maturity securities other than MBS:
HTM securities other than MBS:
Due in 1 year or less	$	3,884	$	3,884	$	3,884	$	2,508	$	2,508	$	2,508
Due after 1 year through 5 years	14		14		13
Due after 5 years through 10 years	63		63		49		62		62		49
Due after 10 years	364		364		275		318		318		243
Subtotal	4,325		4,325		4,221		2,888		2,888		2,800
MBS:
Other U.S. obligations – Ginnie Mae	919		919		916		1,676		1,676		1,655
GSEs:
Freddie Mac	5,428		5,428		5,456		5,093		5,093		5,092
Fannie Mae	6,628		6,628		6,752		6,139		6,139		6,229
Subtotal GSEs	12,056		12,056		12,208		11,232		11,232		11,321
PLRMBS:
Prime	1,461		1,461		1,420		1,319		1,319		1,290
Alt-A, option ARM	16		16		14		16		16		14
Alt-A, other	966		937		932		869		843		845
Subtotal PLRMBS	2,443		2,414		2,366		2,204		2,178		2,149
Total MBS	15,418		15,389		15,490		15,112		15,086		15,125
Total	$	19,743	$	19,714	$	19,711	$	18,000	$	17,974	$	17,925

December 31, 2012
Year of Contractual Maturity
Amortized
Cost⁽¹⁾


Carrying
Value⁽¹⁾


Estimated
Fair Value

Held-to-maturity securities other than MBS:
Due in 1 year or less $ 1,739
   $ 1,739
   $ 1,739
Due after 1 year through 5 years 18
18
17
Due after 5 years through 10 years 46
   46
   39
Due after 10 years 471
   471
   365
Subtotal 2,274
   2,274
   2,160
MBS:
Other U.S. obligations – Ginnie Mae 340
   340
   348
GSEs:
Freddie Mac 4,828
   4,828
   4,989
Fannie Mae 7,020
   7,020
   7,262
Subtotal GSEs 11,848
11,848
12,251
PLRMBS:
Prime 1,749
1,749
1,695
Alt-A, option ARM 41
41
34
Alt-A, other 1,158
1,124
1,096
Subtotal PLRMBS 2,948
   2,914
   2,825
Total MBS 15,136
   15,102
   15,424
Total $ 17,410
   $ 17,376
   $ 17,584

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)



December 31, 2013
Year of Contractual Maturity	Amortized Cost⁽¹⁾		Carrying Value⁽¹⁾		Estimated Fair Value
HTM securities other than MBS:
Due in 1 year or less	$	1,660	$	1,660	$	1,660
Due after 5 years through 10 years	62		62		49
Due after 10 years	354		354		267
Subtotal	2,076		2,076		1,976
MBS:
Other U.S. obligations – Ginnie Mae	1,575		1,575		1,533
GSEs:
Freddie Mac	5,250		5,250		5,213
Fannie Mae	6,331		6,331		6,395
Subtotal GSEs	11,581		11,581		11,608
PLRMBS:
Prime	1,380		1,380		1,344
Alt-A, option ARM	16		16		14
Alt-A, other	906		879		877
Subtotal PLRMBS	2,302		2,275		2,235
Total MBS	15,458		15,431		15,376
Total	$	17,534	$	17,507	$	17,352


(1)	Amortized cost includes unpaid principal balance, unamortized premiums and discounts, and previous OTTI recognized in earnings. The carrying value of ~~held-to-maturity~~HTM securities represents amortized cost after adjustment for non-credit-related OTTI recognized in AOCI.

Interest Rate Payment Terms. Interest rate payment terms for ~~held-to-maturity~~HTM securities at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, are detailed in the following table:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Amortized cost of held-to-maturity securities other than MBS:
Amortized cost of HTM securities other than MBS:
Fixed rate	$	3,884	$	1,739	$	2,508	$	1,660
Adjustable rate	441		535		380		416
Subtotal	4,325		2,274		2,888		2,076
Amortized cost of held-to-maturity MBS:
Amortized cost of HTM MBS:
Passthrough securities:
Fixed rate	508		821		410		461
Adjustable rate	443		467		425		430
Collateralized mortgage obligations:
Fixed rate	10,511		9,096		10,681		10,820
Adjustable rate	3,956		4,752		3,596		3,747
Subtotal	15,418		15,136		15,112		15,458
Total	$	19,743	$	17,410	$	18,000	$	17,534

Certain MBS classified as fixed rate passthrough securities and fixed rate collateralized mortgage obligations have an initial fixed interest rate that subsequently converts to an adjustable interest rate on a specified date as follows:


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Passthrough securities:
Converts in 1 year or less	$	38	$	76	$	43	$	62
Converts after 1 year through 5 years	382		614		287		316
Converts after 5 years through 10 years	77		116		70		72
Total	$	497	$	806	$	400	$	450
Collateralized mortgage obligations:
Converts in 1 year or less	$	188	$	26	$	203	$	185
Converts after 1 year through 5 years	160		506		93		133
Total	$	348	$	532	$	296	$	318

See Note 6 – Other-Than-Temporary Impairment Analysis for information on the transfers of securities between the AFS portfolio and the HTM portfolio.

Note 6 — Other-Than-Temporary Impairment Analysis

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

On a quarterly basis, the Bank evaluates its individual ~~available-for-sale~~AFS and ~~held-to-maturity~~HTM investment securities in an unrealized loss position for OTTI. As part of this evaluation, the Bank considers whether it intends to sell each debt security and whether it is more likely than not that it will be required to sell the debt security before its anticipated recovery of the amortized cost basis. If either of these conditions is met, the Bank recognizes an OTTI charge to earnings equal to the entire difference between the security’s amortized cost basis and its fair value at the statement of condition date. For securities in an unrealized loss position that meet neither of these conditions, the Bank considers whether it expects to recover the entire amortized cost basis of the security by comparing its best estimate of the present value of the cash flows expected to be collected from the security with the amortized cost basis of the security. If the Bank’s best estimate of the present value of the cash flows expected to be collected is less than the amortized cost basis, the difference is considered the credit loss.

PLRMBS. To assess whether it expects to recover the entire amortized cost basis of its PLRMBS, the Bank performed a cash flow analysis for all of its PLRMBS as of ~~September 30, 2013~~March 31, 2014, using two third-party models. The

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

first model projects prepayments, default rates, and loss severities on the underlying loan collateral based on borrower characteristics and the particular attributes of the loans underlying the Bank’s securities, in conjunction with assumptions related primarily to future changes in home prices and interest rates. 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 on an assessment of the regional housing markets. 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 with a population of 10,000 or more people. The FHLBanks’ OTTI Governance Committee ~~of the Federal Home Loan Banks (FHLBanks)~~ developed a short-term housing price forecast ~~using whole percentages,~~ with projected changes ranging from a decrease of ~~(5.0)%~~3.0% to an increase of ~~8.0%~~9.0% over the 12-month period beginning ~~July~~January 1, ~~2013.~~2014. For the vast majority of markets, the projected short-term ~~forecast has~~housing price changes ~~ranging~~range from a decrease of ~~(1.0)%~~1.0% to an increase of ~~7.0%~~4.0%. Thereafter, home prices were projected to recover using one of five different recovery paths. The table below presents the ranges of the annualized projected home price recovery rates ~~by month~~ at ~~September 30, 2013~~March 31, 2014.


Months	September 30, 2013				March 31, 2014
1 - 6	0.0	%	-	3.0%	0.0	%	-	3.0%
7 - 12	1.0	%	-	4.0%	1.0	%	-	4.0%
13 - 18	2.0	%	-	4.0%	2.0	%	-	4.0%
19 - 30	2.0	%	-	5.0%	2.0	%	-	5.0%
31 - 54	2.0	%	-	6.0%	2.0	%	-	6.0%
Thereafter	2.3	%	-	5.6%	2.3	%	-	5.6%

The month-by-month projections of future loan performance derived from the first model, which reflect projected prepayments, default rates, 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 each securitization structure in accordance with the structure’s prescribed cash flow and loss allocation rules. When the credit enhancement for the senior securities in a securitization is derived from the presence of subordinated securities, losses are generally allocated first to the subordinated securities until their principal balance is reduced to zero. The projected cash flows are based on a number of assumptions and expectations, and the results of these models can vary significantly with changes in assumptions and expectations. The scenario of cash flows determined based on the model approach described above reflects a best-estimate scenario and includes a base case housing price forecast that reflects the ~~causes of~~expectations for near- and long-term housing price behavior.

At each quarter end, the Bank compares the present value of the cash flows expected to be collected on its PLRMBS to the amortized cost basis of the securities to determine whether a credit loss exists. For the Bank’s variable rate and hybrid PLRMBS, the Bank uses the effective interest rate derived from a variable rate index (for example, one-month LIBOR) plus the contractual spread, plus or minus a fixed spread adjustment when there is an existing discount or premium on the security. As the implied forward rates of the index change over time, the effective interest rates derived from that index will also change over time. The Bank then uses the effective interest

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

rate for the security prior to impairment for determining the present value of the future estimated cash flows. For all securities, including securities previously identified as other-than-temporarily impaired, the Bank updates its estimate of future estimated cash flows on a quarterly basis.

For all the PLRMBS in its ~~available-for-sale~~AFS and ~~held-to-maturity~~HTM portfolios, the Bank does not intend to sell any security and it is not more likely than not that the Bank will be required to sell any security before its anticipated recovery of the remaining amortized cost basis.

For securities determined to be other-than-temporarily impaired as of ~~September 30, 2013~~March 31, 2014 ~~(that is, securities~~(securities for which the Bank determined that it does not expect to recover the entire amortized cost basis), the following table presents a summary of the significant inputs used in measuring the amount of credit loss recognized in earnings in the ~~third~~first quarter of ~~2013~~2014, and the related current credit enhancement for the Bank.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~


September 30, 2013
March 31, 2014
	Significant Inputs for Other-Than-Temporarily Impaired PLRMBS			Current	Significant Inputs for Other-Than-Temporarily Impaired PLRMBS			Current
	Prepayment Rates	Default Rates	Loss Severities	Credit Enhancement	Prepayment Rates	Default Rates	Loss Severities	Credit Enhancement
Year of Securitization	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %
Prime
2006	10.3	19.1	40.8	—	12.5	17.6	41.0	—
Total Prime					12.5	17.6	41.0	—
Alt-A, other
2007	8.7	55.0	47.0	—	9.9	34.4	43.2	8.4
2005	7.2	17.1	43.9	17.6	10.0	31.6	46.0	—
2004 and earlier	12.4	9.8	34.1	15.2	12.3	7.6	38.1	13.3
Total Alt-A, other	9.1	21.1	41.3	13.8	10.5	27.1	42.8	7.0
Total	9.1	21.1	41.3	13.8	10.5	27.1	42.8	6.9

Credit enhancement is defined as the percentage of subordinated tranches, excess spread, and over-collateralization, if any, in a security structure that will generally absorb losses before the Bank will experience a loss on the security. The calculated averages represent the dollar-weighted averages of all the PLRMBS investments in each category shown. The classification (Prime; Alt-A, option ARM; and Alt-A, other) is based on the model used to run the estimated cash flows for the CUSIP, which may not necessarily be the same as the classification at the time of origination.

For each security classified as ~~held-to-maturity,~~HTM, the estimated non-credit-related OTTI is accreted prospectively, based on the amount and timing of future estimated cash flows, over the remaining life of the security as an increase in the carrying value of the security (with no effect on earnings unless the security is subsequently sold or there are additional decreases in the cash flows expected to be collected). The Bank accreted $5$1 and $7$2 from AOCI to increase the carrying value of the respective PLRMBS classified as ~~held-to-maturity~~HTM for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013, respectively. The Bank does not intend to sell these securities and it is not more likely than not that the Bank will be required to sell these securities before its anticipated recovery of the remaining amortized cost basis.

The following table presents the credit-related OTTI, which is recognized in earnings, for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended
	2013			2012			2013			2012			March 31, 2014			March 31, 2013
Balance, beginning of the period	$	1,395		$	1,387		$	1,397		$	1,362		$	1,378		$	1,397
Additional charges on securities for which OTTI was previously recognized⁽¹⁾	3			4			6			34			—			3
Increases in cash flows expected to be collected, recognized over the remaining life of the securities	(8		)	(1		)	(13		)	(6		)
Increases in cash flows expected to be collected that are recognized over the remaining life of the securities													(16		)	(2		)
Balance, end of the period	$	1,390		$	1,390		$	1,390		$	1,390		$	1,362		$	1,398

(1)

For the three months ended ~~September 30, 2013~~March 31, 2014, “securities for which OTTI was previously recognized” represents all securities that were also other-than-temporarily impaired prior to ~~July~~January 1, ~~2013~~.2014. For the three months ended ~~September 30, 2012, “securities for which OTTI was previously recognized” represents all securities that were also previously other-than-temporarily impaired prior to July 1, 2012. For the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~March 31, 2013~~, “securities for which OTTI was previously recognized” represents all securities that were also other-than-temporarily impaired prior to~~ ~~January 1, 2013. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~, “securities for which OTTI was previously recognized” represents all securities that were also previously other-than-temporarily impaired prior to January 1, ~~2012~~2013.

Changes in circumstances may cause the Bank to change its intent to hold a certain security to maturity without calling into question its intent to hold other debt securities to maturity in the future. The sale or transfer of ~~a held-to-maturity~~an HTM security because of certain changes in circumstances, such as evidence of significant deterioration in the issuers’ creditworthiness, is not considered to be inconsistent with its original classification. In addition, other

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

events that are isolated, nonrecurring, or unusual for the Bank that could not have been reasonably anticipated may cause the Bank to sell or transfer ~~a held-to-maturity~~an HTM security without necessarily calling into question its intent to hold other debt securities to maturity.

Beginning in the first quarter of 2011, the Bank elected to transfer any PLRMBS that incurred a credit-related OTTI ~~charge~~loss during the applicable period from the Bank’s ~~held-to-maturity~~HTM portfolio to its ~~available-for-sale~~AFS portfolio at their fair values. The Bank recognized an OTTI credit loss on these ~~held-to-maturity~~HTM PLRMBS, which the Bank believes is evidence of a significant decline in the issuers’ creditworthiness. The decline in the issuers’ creditworthiness is the basis for the transfers to the ~~available-for-sale~~AFS portfolio. These transfers allow the Bank the option to sell these securities prior to maturity in view of changes in interest rates, changes in prepayment risk, or other factors, while recognizing the Bank’s intent to hold these securities for an indefinite period of time. The Bank does not intend to sell its other-than-temporarily impaired securities and it is not more likely than not that the Bank will be required to sell any security before its anticipated recovery of the remaining amortized cost basis.

The Bank did not transfer any PLRMBS from its HTM portfolio to its AFS portfolio during the three months ended March 31, 2014. The following table summarizes the PLRMBS transferred ~~from the Bank’s held-to-maturity portfolio to its available-for-sale portfolio~~ during the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~ ~~and~~ ~~2012~~.March 31, 2013. The amounts shown represent the values when the securities were transferred from the ~~held-to-maturity~~HTM portfolio to the ~~available-for-sale~~AFS portfolio.

Three Months Ended September 30, 2013 Three Months Ended September 30, 2012

Amortized
Cost

OTTI
Recognized
in AOCI

Gross
Unrecognized
Holding
Gains

Estimated
Fair Value

Amortized
Cost

OTTI
Recognized
in AOCI

Gross
Unrecognized
Holding
Gains

Estimated
Fair Value

Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime $ —
$ —
$ —
$ —
$ 19
$ (2 ) $ —
$ 17
Alt-A, option ARM —
—
—
—
—
—
—
—
Alt-A, other 37
(1 ) —
36
75
(13 ) —
62
Total $ 37
$ (1 ) $ —
$ 36
$ 94
$ (15 ) $ —
$ 79


	Nine Months Ended September 30, 2013									Nine Months Ended September 30, 2012									Three Months Ended March 31, 2013
	Amortized Cost		OTTI Recognized in AOCI			Gross Unrecognized Holding Gains		Estimated Fair Value		Amortized Cost		OTTI Recognized in AOCI			Gross Unrecognized Holding Gains		Estimated Fair Value		Amortized Cost		OTTI Recognized in AOCI			Gross Unrecognized Holding Gains		Estimated Fair Value
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	—	$	—		$	—	$	—	$	22	$	(2	)	$	—	$	20
Alt-A, option ARM	22		(3		)	—		19		—		—			—		—		$	22	$	(3	)	$	—	$	19
Alt-A, other	38		(1		)	—		37		140		(26		)	—		114
Total	$	60	$	(4	)	$	—	$	56	$	162	$	(28	)	$	—	$	134	$	22	$	(3	)	$	—	$	19

The following tables present the Bank’s ~~other-than-temporarily impaired~~AFS and HTM PLRMBS that incurred OTTI ~~charges~~losses anytime during the life of the securities at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, by loan collateral type:

1920

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


September 30, 2013
March 31, 2014
	Available-for-Sale Securities						Held-to-Maturity Securities								Available-for-Sale Securities						Held-to-Maturity Securities
	Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	832	$	694	$	701	$	—	$	—	$	—	$	—	$	765	$	636	$	658	$	—	$	—	$	—	$	—
Alt-A, option ARM	1,548		1,147		1,074		—		—		—		—		1,486		1,100		1,094		—		—		—		—
Alt-A, other	6,366		5,573		5,406		154		151		122		146		5,968		5,211		5,164		145		142		117		140
Total	$	8,746	$	7,414	$	7,181	$	154	$	151	$	122	$	146	$	8,219	$	6,947	$	6,916	$	145	$	142	$	117	$	140

December 31, 2012
December 31, 2013
	Available-for-Sale Securities						Held-to-Maturity Securities								Available-for-Sale Securities						Held-to-Maturity Securities
	Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	976	$	832	$	800	$	—	$	—	$	—	$	—	$	795	$	661	$	677	$	—	$	—	$	—	$	—
Alt-A, option ARM	1,641		1,227		1,010		—		—		—		—		1,516		1,122		1,099		—		—		—		—
Alt-A, other	7,153		6,293		5,794		173		171		136		159		6,151		5,376		5,271		150		147		120		144
Total	$	9,770	$	8,352	$	7,604	$	173	$	171	$	136	$	159	$	8,462	$	7,159	$	7,047	$	150	$	147	$	120	$	144

For the Bank’s PLRMBS that were not other-than-temporarily impaired as of ~~September 30, 2013~~March 31, 2014, the Bank has experienced net unrealized losses primarily because of illiquidity in the ~~MBS~~PLRMBS market, uncertainty about the future condition of the housing and mortgage markets and the economy, and market expectations of the credit performance of loan collateral underlying these securities, which caused these assets to be valued at discounts to their acquisition cost. The Bank does not intend to sell these securities, it is not more likely than not that the Bank will be required to sell these securities before its anticipated recovery of the remaining amortized cost basis, and the Bank expects to recover the entire amortized cost basis of these securities. As a result, the Bank determined that, as of ~~September 30, 2013~~March 31, 2014, the gross unrealized losses on these ~~remaining~~ PLRMBS are temporary. These securities were included in the securities that the Bank reviewed and analyzed for OTTI as discussed above, and the analyses performed indicated that these securities were not other-than-temporarily impaired.

All Other Available-for-Sale and Held-to-Maturity Investments. ~~The Bank determined that, as~~As of ~~September 30, 2013~~,March 31, 2014, the Bank’s investments in certificates of deposit had a de minimis gross unrealized ~~losses on its certificates of deposit and commercial paper were temporary because the gross unrealized losses were caused by~~loss resulting from movements in interest rates and not ~~by the~~a deterioration of the issuers’ creditworthiness. ~~The certificates of deposit and commercial paper were all with issuers that had credit ratings of at least A at~~ ~~September 30, 2013. As a result, the Bank expects to recover the entire amortized cost basis of these securities.~~

As of ~~September 30, 2013~~March 31, 2014, the Bank’s investments in housing finance agency bonds, which were issued by ~~the California Housing Finance Agency (CalHFA),~~CalHFA, had gross unrealized losses totaling $~~104~~88. These gross unrealized losses were mainly due to an illiquid market, credit concerns regarding the underlying mortgage collateral, and credit concerns regarding the monoline insurance providers, causing these investments to be valued at a discount to their acquisition cost. The Bank independently modeled cash flows for the underlying collateral, using assumptions for default rates and loss severity that a market participant would deem reasonable, and concluded that the available credit support within the CalHFA structure more than offset the projected underlying collateral losses. The Bank determined that, as of ~~September 30, 2013~~March 31, 2014, all of the gross unrealized losses on the bonds are temporary because the

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~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

underlying collateral and credit enhancements were sufficient to protect the Bank from losses. As a result, the Bank expects to recover the entire amortized cost basis of these securities.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

For its agency MBS, the Bank expects to recover the entire amortized cost basis of these securities because the Bank determined that the strength of the issuers’ guarantees through direct obligations or support from the U.S. government is sufficient to protect the Bank from losses. As a result, the Bank determined that, as of ~~September 30, 2013~~March 31, 2014, all of the gross unrealized losses on its agency MBS are temporary.

Note 7 —Advances

The Bank offers a wide range of fixed and adjustable rate advance products with different maturities, interest rates, payment characteristics, and option features. Fixed rate advances generally have maturities ranging from one day to 30 years. Adjustable rate advances generally have maturities ranging from less than 30 days to 10 years, with the interest rates resetting periodically at a fixed spread to LIBOR or to another specified index.

Redemption Terms. The Bank had advances outstanding, excluding overdrawn demand deposit accounts, at interest rates ranging from ~~0.09%~~0.10% to 8.57% at ~~September 30, 2013~~March 31, 2014, and 0.06% to 8.57% at December 31, ~~2012~~2013, as summarized below.


	September 30, 2013				December 31, 2012				March 31, 2014				December 31, 2013
Contractual Maturity	Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate
Within 1 year	$	22,048	0.55	%	$	19,565	0.61	%	$	24,092	0.55	%	$	22,556	0.50	%
After 1 year through 2 years	7,172		1.46		5,957		1.47		6,239		1.60		6,838		1.48
After 2 years through 3 years	3,280		2.00		6,352		1.59		6,663		1.10		6,754		1.24
After 3 years through 4 years	5,958		1.08		5,869		1.35		3,854		1.38		3,208		1.43
After 4 years through 5 years	2,872		1.34		2,772		1.51		2,723		1.88		2,825		1.79
After 5 years	2,608		2.33		2,665		2.43		1,779		2.63		2,006		2.41
Total par amount	43,938		1.04	%	43,180		1.14	%
Total par value									45,350		1.00	%	44,187		1.00	%
Valuation adjustments for hedging activities	132				282				82				95
Valuation adjustments under fair value option	143				288				120				113
Total	$	44,213			$	43,750			$	45,552			$	44,395

Many of the Bank’s advances are prepayable at the member’s option. However, when advances are prepaid, the member is generally charged a prepayment fee intended to make the Bank financially indifferent to the prepayment. In addition, for certain advances with partial prepayment symmetry, the Bank may charge the member a prepayment fee or pay the member a prepayment credit depending on certain circumstances, such as movements in interest rates, when the advance is prepaid. The Bank had advances with partial prepayment symmetry outstanding totaling $~~6,640~~6,702 at ~~September 30, 2013~~March 31, 2014, and $~~6,867~~6,833 at December 31, ~~2012~~2013. Some advances may be repaid on pertinent call dates

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

without prepayment fees (callable advances). The Bank had callable advances outstanding totaling $~~188~~288 at ~~September 30, 2013~~March 31, 2014, and $73235 at December 31, ~~2012~~2013.

The Bank’s advances at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, included $~~182~~180 and $~~197~~182, respectively, of putable advances. At the Bank’s discretion, the Bank may terminate these advances on predetermined exercise dates and offer replacement funding at prevailing market rates, subject to certain conditions. The Bank would typically exercise such termination rights when interest rates increase.

The following table summarizes advances at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, by the earlier of the year of contractual maturity or next call date for callable advances and by the earlier of the year of contractual maturity or next put date for putable advances.

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~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~


	Earlier of Contractual Maturity or Next Call Date				Earlier of Contractual Maturity or Next Put Date				Earlier of Contractual Maturity or Next Call Date				Earlier of Contractual Maturity or Next Put Date
	September 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Within 1 year	$	22,106	$	19,633	$	22,216	$	19,747	$	24,175	$	22,609	$	24,231	$	22,696
After 1 year through 2 years	7,167		5,952		7,144		5,915		6,254		6,843		6,239		6,838
After 2 years through 3 years	3,335		6,357		3,280		6,352		6,771		6,850		6,664		6,754
After 3 years through 4 years	5,958		5,869		5,858		5,869		3,890		3,208		3,714		3,108
After 4 years through 5 years	2,946		2,762		2,832		2,672		2,765		2,901		2,723		2,785
After 5 years	2,426		2,607		2,608		2,625		1,495		1,776		1,779		2,006
Total par amount	$	43,938	$	43,180	$	43,938	$	43,180
Total par value									$	45,350	$	44,187	$	45,350	$	44,187

Credit and Concentration Risk. The following tables present the concentration in advances to the top five borrowers and their affiliates at ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013. The tables also present the interest income from these advances before the impact of interest rate exchange agreements associated with these advances for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.


	September 30, 2013				Three Months Ended September 30, 2013				Nine Months Ended September 30, 2013				March 31, 2014				Three Months Ended March 31, 2014
Name of Borrower	Advances Outstanding⁽¹⁾		Percentage of Total Advances Outstanding		Interest Income from Advances⁽²⁾		Percentage of Total Interest Income from Advances		Interest Income from Advances⁽²⁾		Percentage of Total Interest Income from Advances		Advances Outstanding⁽¹⁾		Percentage of Total Advances Outstanding		Interest Income from Advances⁽²⁾		Percentage of Total Interest Income from Advances
Bank of America California, N.A.													$	10,000	22	%	$	5	5	%
JPMorgan Chase & Co.:
JPMorgan Bank & Trust Company, National Association	$	8,225	19	%	$	18	15	%	$	60	17	%	5,125		11		15		13
JPMorgan Chase Bank, National Association⁽³⁾	837		2		2		2		6		2		834		2		2		2
Subtotal JPMorgan Chase & Co.	9,062		21		20		17		66		19		5,959		13		17		15
Bank of America California, N.A.	6,250		14		4		3		10		3
First Republic Bank	5,150		12		19		16		50		14		5,650		12		21		19
Bank of the West	4,282		10		8		7		22		6		4,437		10		8		7
Citibank, N.A.⁽³⁾	4,001		9		3		2		11		3
OneWest Bank, N.A.													3,040		7		3		3
Subtotal	28,745		66		54		45		159		45		29,086		64		54		49
Others	15,193		34		64		55		200		55		16,264		36		57		51
Total	$	43,938	100	%	$	118	100	%	$	359	100	%	$	45,350	100	%	$	111	100	%

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Notes to Financial Statements (continued)


	September 30, 2012				Three Months Ended September 30, 2012				Nine Months Ended September 30, 2012				March 31, 2013				Three Months Ended March 31, 2013
Name of Borrower	Advances Outstanding⁽¹⁾		Percentage of Total Advances Outstanding		Interest Income from Advances⁽²⁾		Percentage of Total Interest Income from Advances		Interest Income from Advances⁽²⁾		Percentage of Total Interest Income from Advances		Advances Outstanding⁽¹⁾		Percentage of Total Advances Outstanding		Interest Income from Advances⁽²⁾		Percentage of Total Interest Income from Advances
JPMorgan Chase & Co.:
JPMorgan Bank & Trust Company, National Association	$	13,450	26	%	$	28	17	%	$	81	15	%	$	7,850	17	%	$	21	17	%
JPMorgan Chase Bank, National Association⁽³⁾	1,549		3		3		2		11		2		841		2		2		2
Subtotal JPMorgan Chase & Co.	14,999		29		31		19		92		17		8,691		19		23		19
Citibank, N.A.⁽³⁾	9,785		19		9		5		37		7		8,284		18		5		4
Bank of the West	4,260		8		24		15		76		14
Bank of America California, N.A.													6,000		13		2		2
First Republic Bank													4,140		9		14		12
OneWest Bank, FSB	3,851		8		12		7		43		8		3,639		8		11		9
First Republic Bank	3,150		6		14		9		40		7
Subtotal	36,045		70		90		55		288		53		30,754		67		55		46
Others	15,118		30		73		45		249		47		15,455		33		66		54
Total	$	51,163	100	%	$	163	100	%	$	537	100	%	$	46,209	100	%	$	121	100	%

(1)

Borrower advance amounts and total advance amounts are at par value, and total advance amounts will not agree to carrying value amounts shown in the Statements of Condition. The differences between the par and carrying value amounts primarily relate to unrealized gains or losses associated with hedged advances resulting from valuation adjustments related to hedging activities and valuation adjustments under the fair value option.


(2)	Interest income amounts exclude the interest effect of interest rate exchange agreements with derivative counterparties; as a result, the total interest income amounts will not agree to the Statements of Income. The amount of interest income from advances can vary depending on the amount outstanding, terms to maturity, interest rates, and repricing characteristics.


(3)	Nonmember institution.

The Bank held a security interest in collateral from each of the top five advances borrowers and their affiliates sufficient to support their respective advances outstanding, and the Bank does not expect to incur any credit losses on these advances. ~~As of~~ ~~September 30, 2013~~, ~~two~~ ~~of the advances borrowers and their affiliates (JPMorgan Chase & Co. and Citibank, N.A.) each owned more than~~ ~~10%~~ ~~of the Bank’s outstanding capital stock, including mandatorily redeemable capital stock.~~

For information related to the Bank’s credit risk on advances and allowance methodology for credit losses, see Note 9 – Allowance for Credit Losses.

Interest Rate Payment Terms. Interest rate payment terms for advances at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, are detailed below:


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Par amount of advances:
Par value of advances:
Fixed rate:
Due within 1 year	$	16,779	$	5,397	$	18,910	$	17,998
Due after 1 year	16,712		17,563		16,080		16,453
Total fixed rate	33,491		22,960		34,990		34,451
Adjustable rate:
Due within 1 year	5,269		14,168		5,182		4,558
Due after 1 year	5,178		6,052		5,178		5,178
Total adjustable rate	10,447		20,220		10,360		9,736
Total par amount	$	43,938	$	43,180
Total par value					$	45,350	$	44,187

The Bank may use derivatives to adjust the repricing and/or options characteristics of advances to more closely match the characteristics of the Bank’s funding liabilities. In general, whenever a member executes a fixed rate

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~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

advance or a variable rate advance with embedded options, the Bank will simultaneously execute an interest rate exchange agreement with terms that offset the terms and embedded options, if any, in the advance. The combination of the advance and the interest rate exchange agreement effectively creates a variable rate asset. This type of hedge is treated as a fair value hedge. In addition, for certain advances for which the Bank has elected the fair value

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

option, the Bank will simultaneously execute an interest rate exchange agreement with terms that economically offset the terms of the advance. However, this type of hedge is treated as an economic hedge because these combinations generally do not meet the requirements for fair value hedge accounting treatment. For more information, see Note 15 – Derivatives and Hedging Activities and Note 16 – Fair Value.

The Bank did not have any advances with embedded features that met the requirements to separate the embedded feature from the host contract and designate the embedded feature as a stand-alone derivative at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

~~Prepayment Fees, Net.~~ The Bank charges borrowers prepayment fees or pays borrowers prepayment credits when the principal on certain advances is paid prior to original maturity. The Bank records prepayment fees net of any associated fair value adjustments related to prepaid advances that were hedged. The net amount of prepayment fees is reflected as interest income in the Statements of Income, as follows:

Three Months Ended Nine Months Ended
September 30, 2013
September 30, 2012
September 30, 2013
September 30, 2012
Prepayment fees received $ 2
$ 53
$ 8
$ 158
Fair value adjustments (2 ) (35 ) (6 ) (117 )
Total prepayment fees, net $ —
$ 18
$ 2
$ 41
Advance principal prepaid $ 56
$ 1,309
$ 255
$ 2,825

Note 8 — Mortgage Loans Held for Portfolio

Under the Mortgage Partnership ~~Finance~~^® ~~(MPF~~^®Finance® (MPF®) Program, the Bank purchased conventional conforming fixed rate residential mortgage loans directly from its participating members from May 2002 through October 2006. (“Mortgage Partnership Finance” and “MPF” are registered trademarks of the ~~Federal Home Loan Bank~~FHLBank of Chicago.) Participating members originated or purchased the mortgage loans, credit-enhanced them and sold them to the Bank, and generally retained the servicing of the loans.

The following table presents information as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, on mortgage loans, all of which are secured by one- to four-unit residential properties and single-unit second homes.


	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
Fixed rate medium-term mortgage loans	$	263		$	359		$	217		$	238
Fixed rate long-term mortgage loans	713			937			643			675
Subtotal	976			1,296			860			913
Unamortized premiums	11			10			9			10
Unamortized discounts	(18		)	(14		)	(15		)	(16		)
Mortgage loans held for portfolio	969			1,292			854			907
Less: Allowance for credit losses	(2		)	(3		)	(2		)	(2		)
Total mortgage loans held for portfolio, net	$	967		$	1,289		$	852		$	905

Medium-term loans have original contractual terms of 15 years or less, and long-term loans have contractual terms of more than 15 years.

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~~Notes to Financial Statements (continued)~~

Concentration Risk. The Bank had the following concentration in MPF loans with institutions whose outstanding total of mortgage loans sold to the Bank represented 10% or more of the Bank’s total outstanding mortgage loans at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

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Notes to Financial Statements (continued)


September 30, 2013
March 31, 2014
Name of Institution								Mortgage Loan Balances Outstanding		Percentage of Total Mortgage Loan Balances Outstanding		Number of Mortgage Loans Outstanding	Percentage of Total Number of Mortgage Loans Outstanding
JPMorgan Chase Bank, National Association⁽¹⁾								$	678	79	%	7,090	69	%
OneWest Bank, N.A.								110		13		2,408	23
Subtotal								788		92		9,498	92
Others								72		8		840	8
Total								$	860	100	%	10,338	100	%

December 31, 2013
Name of Institution	Mortgage Loan Balances Outstanding		Percentage of Total Mortgage Loan Balances Outstanding		Number of Mortgage Loans Outstanding	Percentage of Total Number of Mortgage Loans Outstanding		Mortgage Loan Balances Outstanding		Percentage of Total Mortgage Loan Balances Outstanding		Number of Mortgage Loans Outstanding	Percentage of Total Number of Mortgage Loans Outstanding
JPMorgan Chase Bank, National Association⁽¹⁾	$	762	78	%	7,723	69	%	$	715	78	%	7,355	69	%
OneWest Bank, FSB	131		13		2,623	23		120		13		2,510	23
Subtotal	893		91		10,346	92		835		91		9,865	92
Others	83		9		925	8		78		9		883	8
Total	$	976	100	%	11,271	100	%	$	913	100	%	10,748	100	%

December 31, 2012
Name of Institution	Mortgage Loan Balances Outstanding		Percentage of Total Mortgage Loan Balances Outstanding		Number of Mortgage Loans Outstanding	Percentage of Total Number of Mortgage Loans Outstanding
JPMorgan Chase Bank, National Association⁽¹⁾	$	1,015	79	%	9,638	70	%
OneWest Bank, FSB	173		13		3,064	22
Subtotal	1,188		92		12,702	92
Others	108		8		1,136	8
Total	$	1,296	100	%	13,838	100	%


(1)	Nonmember institution.

For information related to the Bank’s credit risk on mortgage loans and allowance methodology for credit losses, see Note 9 – Allowance for Credit Losses.

Note 9 — Allowance for Credit Losses

The Bank has established an allowance methodology for each of its portfolio segments: credit products, mortgage loans held for portfolio, term securities purchased under agreements to resell, and term Federal funds sold. For more information on these portfolio segments, see “Item 8. Financial Statements and Supplementary Data – Note 10 – Allowance for Credit Losses” in the Bank’s ~~2012~~2013 Form 10-K.

Credit Products. The Bank manages its credit exposure ~~relating~~related to credit products through an integrated approach that generally provides for a credit limit to be established for each borrower, includes an ongoing review of each borrower’s financial condition, and is coupled with conservative collateral and lending policies to limit the risk of loss while taking into account borrowers’ needs for a reliable funding source. At ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, none of the Bank’s credit products were past due, on nonaccrual status, or considered impaired. There were no troubled debt restructurings related to credit products during the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, or during ~~2012~~2013.

Based on the collateral pledged as security for advances, the Bank’s credit analyses of ~~members’~~borrowers’ financial condition, and the Bank’s credit extension and collateral policies as of ~~September 30, 2013~~March 31, 2014, the Bank expects to collect all amounts due according to the contractual terms. Therefore, no allowance for losses on credit products was deemed necessary by the Bank. The Bank has never experienced any credit losses on its credit products.

No member institutions were placed into receivership during the first three months of 2014, or from April 1 to April 30, 2014.

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~~During the first~~ ~~nine~~ ~~months of~~ ~~2013~~, ~~threemember institutions were placed into receivership. These institutions had no advances outstanding at the time they were placed into receivership. Bank capital stock held by~~ ~~two of the institutions totaling $2 was classified as mandatorily redeemable capital stock (a liability). The capital stock of the other institution was transferred to another member institution.~~

~~From October 1, 2013, to October 31, 2013,~~no~~member institutions were placed into receivership.~~

Mortgage Loans Held for Portfolio. The following table presents information on delinquent mortgage loans as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.


	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
	Recorded Investment⁽¹⁾			Recorded Investment⁽¹⁾			Recorded Investment⁽¹⁾			Recorded Investment⁽¹⁾
30 – 59 days delinquent	$	17		$	18		$	14		$	14
60 – 89 days delinquent	5			7			5			7
90 days or more delinquent	30			32			26			27
Total past due	52			57			45			48
Total current loans	922			1,241			813			863
Total mortgage loans	$	974		$	1,298		$	858		$	911
In process of foreclosure, included above⁽²⁾	$	19		$	20		$	13		$	17
Nonaccrual loans	$	30		$	32		$	26		$	27
Loans past due 90 days or more and still accruing interest	$	—		$	—
Serious delinquencies as a percentage of total mortgage loans outstanding⁽³⁾	3.05		%	2.45		%	3.06		%	3.00		%


(1)	The recorded investment in a loan is the unpaid principal balance of the loan, adjusted for accrued interest, net deferred loan fees or costs, unamortized premiums or discounts, and direct write-downs. The recorded investment is not net of any valuation allowance.


(2)	Includes loans for which the servicer has reported a decision to foreclose or to pursue a similar alternative, such as deed-in-lieu. Loans in process of foreclosure are included in past due or current loans depending on their delinquency status.


(3)	Represents loans that are 90 days or more past due or in the process of foreclosure as a percentage of the recorded investment of total mortgage loans outstanding. The ratio increased primarily because of the decline in the recorded investment of the Bank’s mortgage loans.

The allowance for credit losses on the mortgage loan portfolio was as follows:


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			March 31, 2014			March 31, 2013
Balance, beginning of the period	$	3		$	4		$	3		$	6		$	2		$	3
Charge-offs – transferred to real estate owned (REO)	(1		)	—			(1		)	(1		)
Charge-offs – transferred to REO													(1		)	—
Provision for/(reversal of) credit losses	—			—			—			(1		)	1			—
Balance, end of the period	$	2		$	4		$	2		$	4		$	2		$	3
Ratio of net charge-offs during the period to average loans outstanding during the period	(0.02		)%	(0.03		)%	(0.05		)%	(0.06		)%	(0.02		)%	(0.01		)%

The allowance for credit losses and recorded investment by impairment methodology for individually and collectively evaluated impaired loans are as follows:



	March 31, 2014		December 31, 2013
Allowance for credit losses, end of period
Individually evaluated for impairment	$	2	$	2
Total allowance for credit losses	$	2	$	2
Recorded investment, end of period
Individually evaluated for impairment	$	26	$	27
Collectively evaluated for impairment	832		884
Total recorded investment	$	858	$	911

The recorded investment, unpaid principal balance, and related allowance of impaired loans individually evaluated for impairment are as follows:

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September 30, 2013
December 31, 2012
Allowance for credit losses, end of period
Individually evaluated for impairment $ 2
$ 3
Collectively evaluated for impairment —
—
Total allowance for credit losses $ 2

$ 3
Recorded investment, end of period
Individually evaluated for impairment $ 29
$ 31
Collectively evaluated for impairment 945
1,267
Total recorded investment $ 974
$ 1,298

~~The recorded investment, unpaid principal balance, and related allowance of impaired loans individually evaluated for impairment are as follows:~~


	September 30, 2013						December 31, 2012						March 31, 2014						December 31, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance	$	20	$	20	$	—	$	19	$	19	$	—	$	18	$	18	$	—	$	20	$	20	$	—
With an allowance	9		9		2		12		12		3		8		8		2		7		7		2
Total	$	29	$	29	$	2	$	31	$	31	$	3	$	26	$	26	$	2	$	27	$	27	$	2

The average recorded investment on impaired loans individually evaluated for impairment is as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012		March 31, 2014		March 31, 2013
With no related allowance	$	19	$	19	$	19	$	19	$	19	$	19
With an allowance	10		15		11		17		7		12
Total	$	29	$	34	$	30	$	36	$	26	$	31

The Bank and any participating financial institution share in the credit risk of the loans sold by that institution as specified in a master agreement. Loans purchased under the MPF Program generally had a credit risk exposure at the time of purchase equivalent to AA-rated assets taking into consideration the credit risk sharing structure mandated by the Finance Agency’s acquired member assets (AMA) regulation. The Bank holds additional risk-based capital when it determines that purchased loans do not have a credit risk exposure equivalent to AA-rated assets. The MPF Program structures potential credit losses on conventional MPF loans into layers with respect to each pool of loans purchased by the Bank under a single ~~Master Commitment~~master commitment for the member selling the ~~loans:~~loans, as follows:


1.	The first layer of protection against loss is the liquidation value of the real property securing the loan.


2.	The next layer of protection comes from the primary mortgage insurance that is required for loans with a loan-to-value ratio greater than 80%, if still in place.


3.	Losses that exceed the liquidation value of the real property and any primary mortgage insurance, up to an agreed-upon amount called the ~~First Loss Account~~first loss account for each ~~Master Commitment,~~master commitment, are incurred by the Bank.


4.	Losses in excess of the ~~First Loss Account~~first loss account for each ~~Master Commitment,~~master commitment, up to an agreed-upon amount called the ~~“credit~~credit enhancement amount,” are covered by the participating institution’s credit enhancement obligation at the time losses are incurred.


5.	Losses in excess of the ~~First Loss Account~~first loss account and the participating institution’s remaining credit enhancement for the ~~Master Commitment,~~master commitment, if any, are incurred by the Bank.

The Bank calculates its estimated allowance for credit losses on mortgage loans acquired under its two MPF products, Original MPF and MPF Plus, as described below.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

Allowance for Credit Losses on MPF Loans – The Bank evaluates the allowance for credit losses on MPF mortgage loans based on two components. The first component applies to each individual loan that is specifically identified as impaired. The Bank evaluates the exposure on these loans by considering the first layer of loss protection (the liquidation value of the real property securing the loan) and the availability and collectability of credit enhancements under the terms of each ~~Master Commitment~~master commitment and records a provision for credit losses. For this component, the Bank established an allowance for credit losses for Original MPF loans totaling de minimis amounts as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, and for MPF Plus loans totaling $2 as of ~~September 30, 2013~~March 31, 2014, and $32 as of December 31, ~~2012~~2013.

The second component applies to loans that are not specifically identified as impaired and is based on the Bank’s estimate of probable credit losses on those loans as of the financial statement date. The Bank evaluates the credit loss exposure on a loan pool basis considering various observable data, such as delinquency statistics, past performance, current performance, loan portfolio characteristics, collateral valuations, industry data, and prevailing

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

economic conditions. The Bank also considers the availability and collectability of credit enhancements from institutions or from mortgage insurers under the terms of each ~~Master Commitment.~~master commitment. For this component, the Bank established an allowance for credit losses for Original MPF loans totaling de minimis amounts as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, and for MPF Plus loans totaling de minimis amounts as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

Troubled Debt Restructurings – Troubled debt restructuring (TDR) is considered to have occurred when a concession is granted to the debtor for economic or legal reasons related to the debtor’s financial difficulties and that concession would not have been considered otherwise. An MPF loan considered a TDR is individually evaluated for impairment when determining its related allowance for credit losses. Credit loss is measured by factoring in expected cashflow shortfalls incurred as of the reporting date as well as the economic loss attributable to delaying the original contractual principal and interest due dates, if applicable.

The Bank’s TDRs of MPF loans primarily involve modifying the borrower’s monthly payment for a period of up to 36 months to reflect a housing expense ratio that is no more than 31% of the borrower’s qualifying monthly income. The outstanding principal balance is re-amortized to reflect a principal and interest payment for a term not to exceed 40 years from the original note date and a housing expense ratio not to exceed 31%. This would result in a balloon payment at the original maturity date of the loan because the maturity date and number of remaining monthly payments are not adjusted. If the 31% ratio is still not achieved through re-amortization, the interest rate is reduced in 0.125% increments below the original note rate, to a floor rate of 3.00%, resulting in reduced principal and interest payments, for the temporary payment modification period of up to 36 months, until the 31% housing expense ratio is met.

~~As of~~ ~~September 30, 2013, and~~ ~~December 31, 2012, the~~The recorded investment of the ~~Bank’s~~Bank's nonperforming MPF loans classified as TDRs totaled $0.8 as of March 31, 2014, and $0.8 as of December 31, 2013. Duringthe three months endedMarch 31, 2014 and 2013, the amount of the pre- and post-modification recorded investment in TDRs that occurred during the year was ~~de minimis.~~equal becausethere were no write-offs resulting from either principal forgiveness or direct write-offs.None of the MPF loans classified as TDRs within the previous 12 months experienced a payment default.

Term Securities Purchased Under Agreements to Resell. Securities purchased under agreements to resell are considered collateralized financing arrangements and effectively represent short-term loans with investment-grade counterparties, which are classified as assets in the Statements of Condition. Securities purchased under agreements to resell are held in safekeeping in the name of the Bank by third-party custodians approved by the Bank. In accordance with the terms of these loans, if the market value of the underlying securities decreases below the market value required as collateral, the counterparty must place an equivalent amount of additional securities as collateral or remit an equivalent amount of cash. If ~~not, the dollar value of the resale agreement will be decreased accordingly. If~~ an agreement to resell is deemed to be impaired, the difference between the fair value of the collateral and the amortized cost of the agreement is charged to earnings. ~~Based upon the collateral held as security, the Bank determined that no allowance for credit losses was needed for the securities purchased under agreements to resell at~~ ~~December 31, 2012~~. The Bank did not have any term securities purchased under agreements to resell at ~~September 30,~~March 31, 2014, and at December 31, 2013.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

Term Federal Funds Sold. The Bank invests in Federal funds sold with highly rated counterparties, and these investments are evaluated for purposes of an allowance for credit losses if the investment is not paid when due. All investments in Federal funds sold as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, were repaid or are expected to be repaid according to the contractual terms.

Note 10 — Deposits

The Bank maintains demand deposit accounts that are directly related to the extension of credit to members and offers short-term deposit programs to members and qualifying nonmembers. In addition, a member that services mortgage loans may deposit in the Bank funds collected in connection with the mortgage loans, pending disbursement of these funds to the owners of the mortgage loans. The Bank classifies these types of deposits as non-interest-bearing deposits.

Deposits as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, were as follows:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Interest-bearing deposits:
Demand and overnight	$	262	$	224	$	272	$	190
Term	1		2		1		1
Other	2		—		1		1
Total interest-bearing deposits	265		226		274		192
Non-interest-bearing deposits	1		1		1		1
Total	$	266	$	227	$	275	$	193

Interest Rate Payment Terms. Deposits classified as demand, overnight, and other pay interest based on a daily interest rate. Term deposits pay interest based on a fixed rate determined at the issuance of the deposit. Interest rate payment terms for deposits at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, are detailed in the following table:


	September 30, 2013				December 31, 2012				March 31, 2014				December 31, 2013
	Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate
Interest-bearing deposits:
Fixed rate	$	1	0.01	%	$	2	0.03	%	$	1	0.01	%	$	1	0.01	%
Adjustable rate	264		0.01		224		0.01		273		0.01		191		0.01
Total interest-bearing deposits	265		0.01		226		0.01		274		0.01		192		0.01
Non-interest-bearing deposits	1		—		1		—		1		—		1		—
Total	$	266	0.01	%	$	227	0.01	%	$	275	0.01	%	$	193	0.01	%

The aggregate amount of time deposits with a denomination of $0.1 or more was $1 at ~~September 30, 2013~~March 31, 2014, and $21 at December 31, ~~2012~~2013. These time deposits were scheduled to mature within three to six months.

Note 11 — Consolidated Obligations

Consolidated obligations, consisting of consolidated obligation bonds and discount notes, are jointly issued by the FHLBanks through the Office of Finance, which serves as the FHLBanks’ agent. As provided by the FHLBank Act or by regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations. For a discussion of the joint and several liability regulation, see “Item 8. Financial Statements and Supplementary Data – Note 21 – Commitments and Contingencies” in the Bank’s ~~2012~~

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

2013 Form 10-K. In connection with each ~~debt~~ issuance of consolidated obligations, each FHLBank specifies the type, term, and amount of debt it requests to have issued on its behalf. The Office of Finance tracks the amount of debt issued on behalf of each FHLBank. In addition, the Bank separately tracks and records as a liability its specific portion of the consolidated obligations issued and is the primary obligor for that portion of the consolidated obligations issued. The Finance Agency and the U.S. Secretary of the Treasury have oversight over the issuance of FHLBank debt through the Office of Finance.

Redemption Terms. The following is a summary of the Bank’s participation in consolidated obligation bonds at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	September 30, 2013					December 31, 2012					March 31, 2014					December 31, 2013
Contractual Maturity	Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate
Within 1 year	$	30,115		0.72	%	$	40,714		1.25	%	$	25,671		0.40	%	$	26,161		0.40	%
After 1 year through 2 years	4,697			1.10		9,661			0.87		5,982			1.14		7,101			0.80
After 2 years through 3 years	5,633			1.36		3,622			1.34		8,746			2.58		7,740			2.94
After 3 years through 4 years	4,797			4.03		6,406			3.45		2,331			2.36		1,963			2.50
After 4 years through 5 years	2,705			1.77		2,896			2.14		2,740			1.51		2,420			1.49
After 5 years	7,637			1.98		6,022			2.18		7,279			1.98		7,384			1.99
Total par amount	55,584			1.33	%	69,321			1.52	%
Total par value											52,749			1.21	%	52,769			1.17	%
Unamortized premiums	83					69					77					78
Unamortized discounts	(16		)			(22		)			(15		)			(16		)
Valuation adjustments for hedging activities	552					906					440					491
Fair value option valuation adjustments	(101		)			36					(67		)			(115		)
Total	$	56,102				$	70,310				$	53,184				$	53,207

The Bank’s participation in consolidated obligation bonds outstanding includes callable bonds of $~~12,225~~15,901 at ~~September 30, 2013~~March 31, 2014, and $~~8,778~~13,042 at December 31, ~~2012~~2013. ~~Contemporaneous with the issuance of~~When a callable bond for which the Bank is the primary obligor is issued, the Bank may simultaneously enter into an interest rate swap (in which the Bank pays a variable rate and receives a fixed rate) with a call feature that mirrors the call option embedded in the bond (a sold callable swap). The Bank had notional amounts of interest rate exchange agreements hedging callable bonds of $~~7,640~~12,121 at ~~September 30, 2013~~March 31, 2014, and $~~4,233~~9,997 at December 31, ~~2012~~2013. The combined sold callable swaps and callable bonds enable the Bank to meet its funding needs at costs not otherwise directly attainable solely through the issuance of non-callable debt, while effectively converting the Bank’s net payment to an adjustable rate.

The Bank’s participation in consolidated obligation bonds was as follows:


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Par amount of consolidated obligation bonds:
Par value of consolidated obligation bonds:
Non-callable	$	43,359	$	60,543	$	36,848	$	39,727
Callable	12,225		8,778		15,901		13,042
Total par amount	$	55,584	$	69,321
Total par value					$	52,749	$	52,769

The following is a summary of the Bank’s participation in consolidated obligation bonds outstanding at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, by the earlier of the year of contractual maturity or next call date.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~


Earlier of Contractual Maturity or Next Call Date	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Within 1 year	$	40,105	$	48,712	$	36,932	$	36,093
After 1 year through 2 years	4,752		9,271		5,742		6,046
After 2 years through 3 years	4,513		3,547		7,012		7,550
After 3 years through 4 years	4,412		6,131		1,531		1,478
After 4 years through 5 years	995		1,093		720		830
After 5 years	807		567		812		772
Total par amount	$	55,584	$	69,321
Total par value					$	52,749	$	52,769

Consolidated obligation discount notes are consolidated obligations issued to raise short-term funds. These notes are issued at less than their face value and redeemed at par value when they mature. The Bank’s participation in consolidated obligation discount notes, all of which are due within one year, was as follows:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	September 30, 2013					December 31, 2012					March 31, 2014					December 31, 2013
	Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate
Par amount	$	21,826		0.09	%	$	5,211		0.15	%
Par value											$	24,867		0.10	%	$	24,199		0.10	%
Unamortized discounts	(5		)			(2		)			(4		)			(5		)
Total	$	21,821				$	5,209				$	24,863				$	24,194

Interest Rate Payment Terms. Interest rate payment terms for consolidated obligations at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, are detailed in the following table. For information on the general terms and types of consolidated obligations outstanding, see “Item 8. Financial Statements and Supplementary Data – Note 12 – Consolidated Obligations” in the Bank’s ~~2012~~2013 Form 10-K.


	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
Par amount of consolidated obligations:
Par value of consolidated obligations:
Bonds:
Fixed rate	$	39,261	$	40,823	$	41,334	$	38,489
Adjustable rate	13,208		26,918		7,943		11,218
Step-up	2,560		1,345		2,855		2,460
Step-down	315		165		365		340
Fixed rate that converts to adjustable rate	240		70		252		262
Total bonds, par	55,584		69,321
Discount notes, par	21,826		5,211
Total consolidated obligations, par	$	77,410	$	74,532
Total bonds, par value					52,749		52,769
Discount notes, par value					24,867		24,199
Total consolidated obligations, par value					$	77,616	$	76,968

The Bank did not have any bonds with embedded features that met the requirements to separate the embedded feature from the host contract and designate the embedded feature as a stand-alone derivative at ~~September 30, 2013~~March 31, 2014, ~~and~~or December 31, ~~2012~~2013. In general, the Bank has elected to account for bonds with embedded features under the fair value option, and these bonds are carried at fair value on the Statements of Condition. For more information, see Note 16 – Fair Value.

Note 12 — Accumulated Other Comprehensive Income/(Loss)

The following table summarizes the changes in ~~accumulated other comprehensive income/(loss)~~AOCI for the three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~:

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

Net Unrealized Gain/(Loss) on Available-for-Sale Securities
Net Non-Credit-Related OTTI Loss on Available-for-Sale Securities
Net Non-Credit-Related OTTI Loss on Held-to-Maturity Securities
Pension and Postretirement Benefits
Total
Accumulated
Other Comprehensive
Income/(Loss)
Balance, June 30, 2012 $ —
$ (1,518 ) $ (38 ) $ (12 ) $ (1,568 )
Other comprehensive income/(loss) before reclassifications:
Non-credit-related OTTI loss

(15 ) (15 )
Non-credit-related OTTI loss transferred (15 ) 15
—
Net change in fair value —
512
512
Accretion of non-credit-related OTTI loss 2
2
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI 2

2
Net current period other comprehensive income/(loss) —
499
2
—
501
Balance, September 30, 2012 $ —
$ (1,019 ) $ (36 ) $ (12 ) $ (1,067 )

Balance, June 30, 2013 $ —
$ (313 ) $ (30 ) $ (11 ) $ (354 )
Other comprehensive income/(loss) before reclassifications:
Net change in pension and postretirement benefits (2 ) (2 )
Non-credit-related OTTI loss

(1 ) (1 )
Non-credit-related OTTI loss transferred (1 ) 1
—
Net change in fair value —
82
82
Accretion of non-credit-related OTTI loss 1
1
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI (1 )

(1 )
Net current period other comprehensive income/(loss) —
80
1
(2 ) 79
Balance, September 30, 2013 $ —
$ (233 ) $ (29 ) $ (13 ) $ (275 )

~~The following table summarizes the changes in accumulated other comprehensive income/(loss) for the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~ 2013 ~~and~~ ~~2012~~:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	Net Unrealized Gain/(Loss) on Available-for-Sale Securities			Net Non-Credit-Related OTTI Loss on Available-for-Sale Securities			Net Non-Credit-Related OTTI Loss on Held-to-Maturity Securities			Pension and Postretirement Benefits			Total Accumulated Other Comprehensive Income/(Loss)			Net Non-Credit-Related OTTI Loss on AFS Securities			Net Non-Credit-Related OTTI Loss on HTM Securities			Pension and Postretirement Benefits			Total AOCI
Balance, December 31, 2011	$	1		$	(1,836	)	$	(46	)	$	(12	)	$	(1,893	)
Balance, December 31, 2012																$	(748	)	$	(34	)	$	(12	)	$	(794	)
Other comprehensive income/(loss) before reclassifications:
Non-credit-related OTTI loss				—			(25		)				(25		)	—			(3		)				(3		)
Non-credit-related OTTI loss transferred				(28		)	28						—			(3		)	3						—
Net change in fair value	(1		)	832									831			340									340
Accretion of non-credit-related OTTI loss							7						7						2						2
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI				13			—						13			2			—						2
Net current period other comprehensive income/(loss)	(1		)	817			10			—			826			339			2			—			341
Balance, September 30, 2012	$	—		$	(1,019	)	$	(36	)	$	(12	)	$	(1,067	)
Balance, March 31, 2013																$	(409	)	$	(32	)	$	(12	)	$	(453	)

Balance, December 31, 2012	$	—		$	(748	)	$	(34	)	$	(12	)	$	(794	)
Balance, December 31, 2013																$	(111	)	$	(27	)	$	(7	)	$	(145	)
Other comprehensive income/(loss) before reclassifications:
Net change in pension and postretirement benefits										(1		)	(1		)
Non-credit-related OTTI loss							(4		)				(4		)
Non-credit-related OTTI loss transferred				(4		)	4						—
Net change in fair value				522									522			81									81
Accretion of non-credit-related OTTI loss							5						5						1						1
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI				(3		)							(3		)	(1		)	—						(1		)
Net current period other comprehensive income/(loss)	—			515			5			(1		)	519			80			1			—			81
Balance, September 30, 2013	$	—		$	(233	)	$	(29	)	$	(13	)	$	(275	)
Balance, March 31, 2014																$	(31	)	$	(26	)	$	(7	)	$	(64	)

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 13 — Capital

Capital Requirements.Under the Housing ~~and Economic Recovery~~ Act, ~~of 2008 (Housing Act),~~ the Director of the Finance Agency is responsible for setting the risk-based capital standards for the FHLBanks. The FHLBank Act and regulations governing the operations of the FHLBanks require that the Bank’s minimum capital stock requirement for shareholders must be sufficient to enable the Bank to meet its regulatory requirements for total capital, leverage capital, and risk-based capital. The Bank must maintain: (i) total regulatory capital in an amount equal to at least 4% of its total assets, (ii) leverage capital in an amount equal to at least 5% of its total assets, and (iii) permanent capital in an amount ~~at least~~that is greater than or equal to its ~~regulatory~~ risk-based capital requirement. ~~Regulatory~~Because the Bank issues only Class B stock, regulatory capital and permanent capital for the Bank are ~~defined as~~both composed of retained earnings and Class B stock, ~~which includes~~including mandatorily redeemable capital stock ~~which~~(which is classified as a liability for financial reporting ~~purposes.~~purposes). Regulatory capital and permanent capital do not include AOCI. Leverage capital is defined as the sum of permanent capital, weighted by a 1.5 multiplier, plus non-permanent capital. ~~Non-permanent capital consists of Class A stock, which is redeemable upon six months’ notice. The Bank’s capital plan does not provide for the issuance of Class A stock.~~

The risk-based capital ~~requirements must be met with permanent capital, which must be at least~~requirement is equal to the sum of the Bank’s credit risk, market risk, and operations risk capital requirements, all of which are calculated in accordance with the rules and regulations of the Finance Agency. The Finance Agency may require an FHLBank to maintain a greater amount of permanent capital than is required by the risk-based capital ~~requirements~~requirement as defined.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

As of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, the Bank was in compliance with these capital rules and requirements as shown in the following table.


	September 30, 2013						December 31, 2012						March 31, 2014						December 31, 2013
	Required			Actual			Required			Actual			Required			Actual			Required			Actual
Risk-based capital	$	4,010		$	8,486		$	4,073		$	10,750		$	3,735		$	7,350		$	3,912		$	7,925
Total regulatory capital	$	3,506		$	8,486		$	3,457		$	10,750		$	3,447		$	7,350		$	3,431		$	7,925
Total regulatory capital ratio	4.00		%	9.68		%	4.00		%	12.44		%	4.00		%	8.53		%	4.00		%	9.24		%
Leverage capital	$	4,383		$	12,730		$	4,321		$	16,125		$	4,309		$	11,024		$	4,289		$	11,888
Leverage ratio	5.00		%	14.52		%	5.00		%	18.66		%	5.00		%	12.79		%	5.00		%	13.86		%

Mandatorily Redeemable Capital Stock.The Bank had mandatorily redeemable capital stock totaling $~~2,588~~1,644 outstanding to 4743 institutions at ~~September 30, 2013~~March 31, 2014, and ~~$4,343~~$2,071 outstanding to 5344 institutions at December 31, ~~2012~~2013. The change in mandatorily redeemable capital stock for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013, was as follows:


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			March 31, 2014			March 31, 2013
Balance at the beginning of the period	$	3,464		$	5,048		$	4,343		$	5,578		$	2,071		$	4,343
Reclassified from/(to) capital during the period:
Merger with or acquisition by nonmember institution	—			1			1			1			—			1
Withdrawal from membership	—			3			—			3
Termination of membership	2			—			2			4
Acquired by/transferred to members													1			—
Redemption of mandatorily redeemable capital stock	(436		)	(22		)	(437		)	(28		)	(9		)	(1		)
Repurchase of excess mandatorily redeemable capital stock	(442		)	(260		)	(1,321		)	(788		)	(419		)	(436		)
Balance at the end of the period	$	2,588		$	4,770		$	2,588		$	4,770		$	1,644		$	3,907

Cash dividends on mandatorily redeemable capital stock in the amount of $4739 and ~~$109~~$26 were recorded as interest expense for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013, respectively. Cash dividends on mandatorily redeemable capital stock in the amount of~~ $6March 31, 2014 and ~~$20~~ ~~were recorded as interest expense for the three and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012~~2013, respectively.

The Bank’s mandatorily redeemable capital stock is discussed more fully in “Item 8. Financial Statements and Supplementary Data – Note 16 – Capital” in the Bank’s ~~2012~~2013 Form 10-K.

~~The following table presents mandatorily redeemable capital stock amounts by contractual redemption period at~~ ~~September 30, 2013, and~~ ~~December 31, 2012~~.

Contractual Redemption Period September 30, 2013
   December 31, 2012
Within 1 year $ 97
   $ 847
After 1 year through 2 years 694
   1,003
After 2 years through 3 years 1,691
   194
After 3 years through 4 years 6
   2,263
After 4 years through 5 years 22
   36
Past contractual redemption date due to remaining activity⁽¹⁾
78
—
Total $ 2,588
   $ 4,343

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The following table presents mandatorily redeemable capital stock amounts by contractual redemption period at March 31, 2014, and December 31, 2013.



Contractual Redemption Period	March 31, 2014		December 31, 2013
Within 1 year	$	452	$	571
After 1 year through 2 years	84		111
After 2 years through 3 years	1,016		1,289
After 3 years through 4 years	16		20
After 4 years through 5 years	3		3
Past contractual redemption date because of remaining activity⁽¹⁾	73		77
Total	$	1,644	$	2,071


(1)	Represents mandatorily redeemable capital stock that is past the end of the contractual redemption period because of outstanding activity.

Excess Stock Repurchase, Retained Earnings, and Dividend Framework. ~~On July 26, 2013, the~~The Bank’s Board of Directors approved revisions to the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework to incorporate the content of the Retained Earnings and Dividend Policy, eliminating the need for a separate, stand-alone policy. The Excess Stock Repurchase, Retained Earnings, and Dividend Framework summarizes the Bank’s capital risk management principles, strategy, and objectives, as well as its policies, analysis, and practices with respect to retained earnings, dividend payments, and the repurchase of excess capital stock. The Bank may be restricted from paying dividends if the Bank is not in compliance with any of its minimum capital requirements or if payment would cause the Bank to fail to meet any of its minimum capital requirements. In addition, the Bank may not pay dividends if any principal or interest due on any consolidated obligations has not been paid in full or is not expected to be paid in full by any FHLBank, or, under certain circumstances, if the Bank fails to satisfy certain liquidity requirements under applicable Finance Agency regulations.

The Bank’s Risk Management Policy limits the payment of dividends if the ratio of the Bank’s estimated market value of total capital to par value of capital stock falls below certain levels. If this ratio at the end of any quarter is less than 100% but greater than or equal to 70%, any dividend would be limited to an annualized rate no greater than the daily average of the three-month LIBOR for the applicable quarter (subject to certain conditions), and if this ratio is less than 70%, the Bank would be restricted from paying a dividend. The ratio of the Bank’s estimated market value of total capital to par value of capital stock was 151% as of March 31, 2014.

Retained Earnings- ~~In accordance with the~~The Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework ~~the Bank retains certain~~establishes amounts to be retained in restricted retained earnings, which are not made available ~~for dividends~~ in the current dividend period.

The following table summarizes the activity related to restricted retained earnings for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013:

Three Months Ended
September 30, 2013
September 30, 2012
Restricted Retained Earnings Related to: Restricted Retained Earnings Related to:
Valuation Adjustments
Targeted Buildup
Joint Capital Enhancement Agreement
Total
Valuation Adjustments
Targeted Buildup
Joint Capital Enhancement Agreement
Total
Balance at the beginning of the period $ 92
$ 1,800
$ 164
$ 2,056
$ 72
$ 1,800
$ 82
$ 1,954
Transfers to/(from) restricted retained earnings (10 ) —
10
—
(2 ) —
27
25
Balance at the end of the period $ 82
$ 1,800
$ 174
$ 2,056
$ 70
$ 1,800
$ 109
$ 1,979


	Nine Months Ended																	Three Months Ended
	September 30, 2013								September 30, 2012									March 31, 2014										March 31, 2013
	Restricted Retained Earnings Related to:								Restricted Retained Earnings Related to:									Restricted Retained Earnings Related to:										Restricted Retained Earnings Related to:
	Valuation Adjustments		Targeted Buildup		Joint Capital Enhancement Agreement		Total		Valuation Adjustments			Targeted Buildup		Joint Capital Enhancement Agreement		Total		Valuation Adjustments			Targeted Buildup		Joint Capital Enhancement Agreement		Total			Valuation Adjustments			Targeted Buildup		Joint Capital Enhancement Agreement		Total
Balance at the beginning of the period	$	73	$	1,800	$	128	$	2,001	$	79		$	1,695	$	29	$	1,803	$	88		$	1,800	$	189	$	2,077		$	73		$	1,800	$	128	$	2,001
Transfers to/(from) restricted retained earnings	9		—		46		55		(9		)	105		80		176		(17		)	—		9		(8		)	(4		)	—		16		12
Balance at the end of the period	$	82	$	1,800	$	174	$	2,056	$	70		$	1,800	$	109	$	1,979	$	71		$	1,800	$	198	$	2,069		$	69		$	1,800	$	144	$	2,013

For more information on these three categories of restricted retained earnings and the Bank’s Retained Earnings and Dividend Policy, see “Item 8. Financial Statements and Supplementary Data – Note 16 – Capital” in the Bank’s ~~2012~~2013 Form 10-K.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Dividend Payments – Finance Agency rules state that FHLBanks may declare and pay dividends only from previously retained earnings or current net earnings, and may not declare or pay dividends based on projected or anticipated earnings. There is no requirement that the Board of Directors declare and pay any dividend. A decision by the Board of Directors to declare or not declare a dividend is a discretionary matter and is subject to the requirements and restrictions of the FHLBank Act and applicable requirements under the regulations governing the operations of the FHLBanks.

The Bank currently pays dividends in cash rather than capital stock to comply with Finance Agency rules, which do not permit the Bank to pay dividends in the form of capital stock if ~~the Bank’s~~its excess capital stock ~~(defined as any~~exceeds 1% of its total assets. Excess capital stock ~~holdings~~is defined as the aggregate of the capital stock held by each shareholder in excess of ~~a shareholder’s~~its minimum capital stock requirement, as established by the Bank’s capital ~~plan) exceeds~~ 1% ~~of its total assets.~~plan. As of ~~September 30, 2013~~March 31, 2014, the Bank’s excess capital stock totaled $~~3,014~~1,850, or ~~3.44%~~2.15% of total assets.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

~~The Bank pays dividends~~Dividends on capital stock are recognized as cash dividends on the Statements of Capital Accounts, and dividends on mandatorily redeemable capital stock are recognized as interest expense on the Statements of Income.

In the ~~third~~first quarter of ~~2013~~2014, the Bank paid dividends at an annualized rate of ~~5.14%~~6.67%, totaling ~~$96~~,$97, including ~~$49~~$58 in dividends on capital stock and ~~$47~~ ~~in dividends on mandatorily redeemable capital stock. In the~~ ~~third~~ ~~quarter of~~ ~~2012, the Bank paid dividends at an annualized rate of~~ ~~0.47%, totaling~~ ~~$11, including~~ $5 ~~in dividends on capital stock and~~ $6 ~~in dividends on mandatorily redeemable capital stock.~~

~~In the first~~ ~~nine~~ ~~months of~~ ~~2013, the Bank paid dividends at an annualized rate of~~ ~~3.52%, totaling~~ ~~$218, including~~ ~~$109~~ ~~in dividends on capital stock and~~ ~~$109~~$39 in dividends on mandatorily redeemable capital stock. In the first ~~nine~~ ~~months~~quarter of ~~2012~~,2013, the Bank paid dividends at an annualized rate of ~~0.49%~~2.30%, totaling ~~$37~~,$51, including ~~$17~~$25 in dividends on capital stock and ~~$20~~$26 in dividends on mandatorily redeemable capital stock.

On ~~October 29, 2013~~April 28, 2014, the Bank’s Board of Directors declared a cash dividend on the capital stock outstanding during the ~~third~~first quarter of ~~2013~~2014 at an annualized rate of ~~5.65%~~6.80%, totaling $9793, including $5259 in dividends on capital stock and $4534 in dividends on mandatorily redeemable capital stock. The Bank recorded the dividend on ~~October 29, 2013~~April 28, 2014, the day it was declared by the Board of Directors. The Bank expects to pay the dividend on or about ~~November 14, 2013~~May 15, 2014. Dividends on mandatorily redeemable capital stock will be recognized as interest expense in the ~~fourth~~second quarter of 2014.~~2013~~.

The Bank will continue to monitor the condition of its PLRMBS portfolio, the ratio of the estimated market value of the Bank’s capital to the par value of the Bank’s capital stock, its overall financial performance and retained earnings, developments in the mortgage and credit markets, and other relevant information as the basis for determining the ~~status~~payment of dividends in future quarters.

Excess Capital Stock – The Bank may repurchase some or all of a shareholder’s excess capital stock, including any excess mandatorily redeemable capital stock, at the Bank’s discretion, subject to certain statutory and regulatory requirements. The Bank must give the shareholder 15 days’ written notice; however, the shareholder may waive this notice period. The Bank may also repurchase some or all of a shareholder’s excess capital stock at the shareholder’s request, at the Bank’s discretion, subject to certain statutory and regulatory requirements. A shareholder’s excess capital stock is defined as any capital stock holdings in excess of the shareholder’s minimum capital stock requirement, as established by the Bank’s capital plan.

On a quarterly basis, the Bank determines whether it will repurchase excess capital stock. The Bank repurchased ~~$750~~, ~~$750, and~~ ~~$750~~$750 in excess capital stock in the first ~~second,~~ quarter of 2014 and 2013, respectively.

During the ~~third~~first ~~quarters~~quarter of ~~2013, compared with~~ ~~$446~~, ~~$452~~,2014, the five-year redemption period for $9 in mandatorily redeemable capital stock expired, and ~~$445~~ in the ~~first, second, and~~ ~~third~~ ~~quarters of 2012.~~Bank redeemed the capital stock at its $100 par value on the relevant scheduled redemption date.

On ~~October 29, 2013~~April 28, 2014, the Bank announced that it plans to repurchase $750 in excess capital stock on ~~November 15, 2013~~May 16, 2014. The amount of excess capital stock to be repurchased from each shareholder will be based on the total amount of capital stock (including mandatorily redeemable capital stock) outstanding to all shareholders on the repurchase

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

date. The Bank will repurchase an equal percentage of each shareholder’s total capital stock to the extent that the shareholder has sufficient excess capital stock.

Excess capital stock totaled $~~3,014~~1,850 as of ~~September 30, 2013~~March 31, 2014, and $~~5,452~~2,446 as of December 31, ~~2012~~2013.

For more information on excess capital stock, see “Item 8. Financial Statements and Supplementary Data – Note 16 – Capital” in the Bank’s ~~2012~~2013 Form 10-K.

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

Concentration. The following table presents the concentration in capital stock held by institutions whose capital stock ownership represented 10% or more of the Bank’s outstanding capital stock, including mandatorily redeemable capital stock, as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.


	September 30, 2013				December 31, 2012				March 31, 2014				December 31, 2013
Name of Institution	Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding		Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding		Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding		Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding
Citigroup Inc.:
Citibank, N.A.⁽¹⁾	$	1,561	26	%	$	2,246	26	%	$	1,010	20	%	$	1,279	23	%
Banamex USA	1		—		2		—		1		—		1		—
Subtotal Citigroup Inc.	1,562		26		2,248		26		1,011		20		1,280		23
JPMorgan Chase & Co.:
JPMorgan Bank & Trust Company, National Association	725		12		1,044		13		469		9		594		11
JPMorgan Chase Bank, National Association⁽¹⁾	78		1		695		8		73		1		77		1
Subtotal JPMorgan Chase & Co.	803		13		1,739		21		542		10		671		12
Wells Fargo & Company:
Wells Fargo Bank, N.A.⁽¹⁾	632		10		909		11
Wells Fargo Financial National Bank	5		—		3		—
Subtotal Wells Fargo & Company	637		10		912		11
Total capital stock ownership over 10%	3,002		49		4,899		58		1,553		30		1,951		35
Others	3,112		51		3,604		42		3,416		70		3,580		65
Total	$	6,114	100	%	$	8,503	100	%	$	4,969	100	%	$	5,531	100	%


(1)	The capital stock held by these nonmember institutions is classified as mandatorily redeemable capital stock.

Note 14 — Segment Information

The Bank uses an analysis of financial performance based on the balances and adjusted net interest income of two operating segments, the advances-related business and the mortgage-related business, as well as other financial information, to review and assess financial performance and to determine the allocation of resources to these two major business segments. For purposes of segment reporting, adjusted net interest income includes ~~interest~~ income and expense associated with cash flow settlements from economic hedges that are recorded in “Net gain/~~loss~~(loss) on derivatives and hedging activities” in other income and excludes interest expense that is recorded in “Mandatorily redeemable capital stock.” Other key financial information, such as any credit-related OTTI ~~charges~~losses on the Bank’s PLRMBS, other expenses, and assessments, is not included in the segment reporting analysis, but is incorporated into the Bank’s overall assessment of financial performance.

For more information on these operating segments, see “Item 8. Financial Statements and Supplementary Data – Note 18 – Segment Information” in the Bank’s ~~2012~~2013 Form 10-K.

~~The following table presents the Bank’s adjusted net interest income by operating segment and reconciles total adjusted net interest income to income before assessments for the three and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012~~.

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The following table presents the Bank’s adjusted net interest income by operating segment and reconciles total adjusted net interest income to income before the AHP assessment for the three months ended March 31, 2014 and 2013.

Advances-
Related
Business


Mortgage-
Related
Business⁽¹⁾


Adjusted
Net
Interest
Income


Amortization
of Basis
Adjustments⁽²⁾

Net Interest
Expense on
Economic
Hedges⁽³⁾

Interest
Expense on
Mandatorily
Redeemable
Capital
Stock⁽⁴⁾


Net
Interest
Income


Other
Income/
(Loss)

Other
Expense


Income
Before
Assessments

Three months ended:
September 30, 2013 $ 41
   $ 113
   $ 154
   $ (11 ) $ 4
$ 47
   $ 114
   $ (22 ) $ 32
   $ 60
September 30, 2012 74
   128
   202
   (21 ) (2 ) 6
   219
   (34 ) 33
   152
Nine months ended:
September 30, 2013 129
335
464
(44 ) 44
109
355
10
93
272
September 30, 2012 206
393
599
(79 ) (20 ) 20
678
(136 ) 99
443



	Advances- Related Business		Mortgage- Related Business⁽¹⁾		Adjusted Net Interest Income		Amortization of Basis Adjustments⁽²⁾			Income/(Expense) on Economic Hedges⁽³⁾			Interest Expense on Mandatorily Redeemable Capital Stock⁽⁴⁾		Net Interest Income		Other Income/ (Loss)			Other Expense		Income Before AHP Assessment
Three months ended
March 31, 2014	$	39	$	110	$	149	$	(2	)	$	(22	)	$	39	$	134	$	(48	)	$	32	$	54
March 31, 2013	43		113		156		(18		)	21			26		127		(4		)	30		93


(1)	Does not include credit-related OTTI ~~charges~~losses of $3a de minimis amount and $4$3 for the three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012, respectively. Does not include credit-related OTTI charges of~~ $6 ~~and~~ ~~$34~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~ 2013 ~~and~~ ~~2012~~, respectively.


(2)	Represents amortization of amounts deferred for adjusted net interest income purposes only, in accordance with the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend ~~Policy.~~Framework.

(3)

The Bank includes ~~interest~~ income and ~~interest~~ expense associated with cash flow settlements from economic hedges in adjusted net interest income in its analysis of financial performance for its two operating segments. For financial reporting purposes, the Bank does not include these amounts in net interest income in the Statements of Income, but instead records them in other income in “Net gain/(loss) on derivatives and hedging activities.”


(4)	The Bank excludes interest expense on mandatorily redeemable capital stock from adjusted net interest income in its analysis of financial performance for its two operating segments.

The following table presents total assets by operating segment at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

Advances-
Related Business


Mortgage-
Related Business


Total
Assets

September 30, 2013 $ 64,020
   $ 23,641
   $ 87,661
December 31, 2012 62,306
   24,115
   86,421



	Advances- Related Business		Mortgage- Related Business		Total Assets
March 31, 2014	$	63,241	$	22,944	$	86,185
December 31, 2013	62,297		23,477		85,774

Note 15 — Derivatives and Hedging Activities

General. The Bank may enter into interest rate swaps (including callable, putable, and basis swaps); swaptions; and cap, floor, corridor, and collar agreements (collectively, interest rate exchange agreements or derivatives). Most of the Bank’s interest rate exchange agreements are executed in conjunction with the origination of advances and the issuance of consolidated obligation bonds to create variable rate structures. The interest rate exchange agreements are generally executed at the same time the advances and bonds are transacted and generally have the same maturity dates as the related advances and bonds. The Bank transacts most of its derivatives with large banks and major broker-dealers. Some of these banks and broker-dealers or their affiliates buy, sell, and distribute consolidated obligations. Over-the-counter derivatives may be either transacted with a counterparty (bilateral derivatives) or cleared after execution through a ~~futures commission merchant (i.e.,~~ clearing ~~agent)~~agent with a derivative clearing organization (cleared derivatives). Once a derivative transaction has been accepted for clearing by a derivative clearing organization (clearinghouse), the derivative transaction is novated and the executing counterparty is replaced with the clearinghouse. The clearinghouse notifies the clearing agent of the required initial and variation margin, and the clearing agent notifies the Bank ofand transmits the required initial and variation ~~margin.~~margin from the Bank to the clearinghouse. The Bank is not a derivative dealer and does not trade derivatives for short-term profit.

Additional ~~active~~ uses of interest rate exchange agreements include: (i) offsetting embedded features in assets and liabilities, (ii) hedging ~~the~~ anticipated issuance of debt, (iii) matching against consolidated obligation discount notes or bonds to create the equivalent of callable or non-callable fixed rate debt, (iv) modifying the repricing frequency of assets and liabilities, (v) matching against certain advances and consolidated obligations for which the Bank elected the fair value option, and (vi) exactly offsetting other derivatives that may be executed with members (with the Bank serving as an intermediary). or cleared at a derivative clearing organization. The Bank’s use of interest rate exchange ~~agreements results in one of the following~~

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

agreements results in one of the following classifications: (i) a fair value hedge of an underlying financial instrument, (ii) ~~a cash flow hedge of an underlying financial instrument, (iii)~~ an economic hedge of a specific asset or liability, or ~~(iv)~~(iii) an intermediary transaction for members.

Interest Rate Swaps – An interest rate swap is an agreement between two entities to exchange cash flows in the future. The agreement sets the dates on which the cash flows will be paid and the manner in which the cash flows will be calculated. One of the simplest forms of an interest rate swap involves the promise by one party to pay cash flows equivalent to the interest on a notional principal amount at a predetermined fixed rate for a given period of time. In return for this promise, the party receives cash flows equivalent to the interest on the same notional principal amount at a variable rate for the same period of time. The variable rate received or paid by the Bank in most interest rate exchange agreements is indexed to LIBOR.

Swaptions – A swaption is an option on a swap that gives the buyer the right to enter into a specified interest rate swap at a certain time in the future. When used as a hedge, for example, a swaption can protect the Bank against future interest rate changes when it is planning to lend or borrow funds in the future.

Interest Rate Caps and Floors – In a cap agreement, additional cash flow is generated if the price or interest rate of an underlying variable rises above a certain threshold (or cap) price. In a floor agreement, additional cash flow is generated if the price or interest rate of an underlying variable falls below a certain threshold (or floor) price. Caps and floors may be used in conjunction with assets or liabilities. In general, caps and floors are designed as protection against the interest rate on a variable rate asset or liability rising above or falling below a certain level.

Hedging Activities. The Bank documents all relationships between derivative hedging instruments and hedged items, its risk management objectives and strategies for undertaking various hedge transactions, and its method of assessing effectiveness. This process includes linking all derivatives that are designated as fair value or cash flow hedges to: (i) assets and liabilities on the balance sheet, (ii) firm commitments, or (iii) forecasted transactions. The Bank also formally assesses (both at the hedge’s inception and at least quarterly on an ongoing basis) whether the derivatives that are used in hedging transactions have been effective in offsetting changes in the fair value or cash flows of hedged items attributable to the hedged risk and whether those derivatives may be expected to remain effective in future periods. The Bank typically uses regression analyses or other statistical analyses to assess the effectiveness of its hedges. When it is determined that a derivative has not been or is not expected to be effective as a hedge, the Bank discontinues hedge accounting prospectively.

The Bank discontinues hedge accounting prospectively when: (i) it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item (including hedged items such as firm commitments or forecasted transactions); (ii) the derivative and/or the hedged item expires or is sold, terminated, or exercised; (iii) it is no longer probable that the forecasted transaction will occur in the originally expected period; (iv) a hedged firm commitment no longer meets the definition of a firm commitment; (v) it determines that designating the derivative as a hedging instrument is no longer appropriate; or (vi) it decides to use the derivative to offset changes in the fair value of other derivatives or instruments carried at fair value.

Intermediation – As an additional service to its members, the Bank has in the past entered into offsetting interest rate exchange agreements, acting as an intermediary between offsetting derivative transactions with members and other counterparties. This intermediation allows members indirect access to the derivatives market. Derivatives in which the Bank is an intermediary may also arise when the Bank enters into derivatives to offset the economic effect of other derivatives that are no longer designated to advances, investments, or consolidated obligations. The offsetting derivatives used in intermediary activities do not receive hedge accounting treatment and are separately marked to market through earnings. The net result of the accounting for these derivatives does not significantly affect the operating results of the Bank.

The notional principal of the interest rate exchange agreements associated with derivatives with members and offsetting derivatives with other counterparties was $330 at ~~September 30, 2013~~March 31, 2014, and $~~430~~330 at December 31, ~~2012~~2013. The Bank did not have any interest rate exchange agreements outstanding at March 31, 2014, or December 31, 2013, that

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

~~The Bank~~ ~~did not have any~~ ~~interest rate exchange agreements outstanding at~~ ~~September 30, 2013, and~~ ~~December 31, 2012, that~~ were used to offset the economic effect of other derivatives that were no longer designated to advances, investments, or consolidated obligations.

Investments – The Bank may invest in U.S. Treasury and agency obligations, agency MBS, and the taxable portion of highly rated state or local housing finance agency obligations. In the past, the Bank has also invested in PLRMBS rated AAA at the time of acquisition. The interest rate and prepayment risk associated with these investment securities is managed through a combination of debt issuance and derivatives. The Bank may manage prepayment risk and interest rate risk by funding investment securities with consolidated obligations that have call features or by hedging the prepayment risk with a combination of consolidated obligations and callable swaps or swaptions. The Bank may execute callable swaps and purchase swaptions in conjunction with the issuance of certain liabilities to create funding that is economically equivalent to fixed rate callable debt. Although these derivatives are economic hedges against prepayment risk and are designated to individual liabilities, they do not receive either fair value or cash flow hedge accounting treatment. Investment securities may be classified as trading, ~~available-for-sale,~~AFS, or ~~held-to-maturity.~~HTM.

The Bank may also manage the risk arising from changing market prices or cash flows of investment securities classified as trading by entering into interest rate exchange agreements (economic hedges) that offset the changes in fair value or cash flows of the securities. The market value changes of both the trading securities and the associated interest rate exchange agreements are included in other income in the Statements of Income.

Advances – The Bank offers a wide array of advances structures to meet members’ funding needs. These advances may have maturities up to 30 years with fixed or adjustable rates and may include early termination features or options. The Bank may use derivatives to adjust the repricing and/or options characteristics of advances to more closely match the characteristics of the Bank’s funding liabilities. In general, whenever a member executes a fixed rate advance or a variable rate advance with embedded options, the Bank will simultaneously execute an interest rate exchange agreement with terms that offset the terms and embedded options, if any, in the advance. The combination of the advance and the interest rate exchange agreement effectively creates a variable rate asset. This type of hedge is treated as a fair value hedge.

In addition, for certain advances for which the Bank has elected the fair value option, the Bank will simultaneously execute an interest rate exchange agreement with terms that economically offset the terms of the advance. However, this type of hedge is treated as an economic hedge because these combinations generally do not meet the requirements for fair value hedge accounting treatment.

Mortgage Loans – The Bank’s investment portfolio includes fixed rate mortgage loans. The prepayment options embedded in mortgage loans can result in extensions or contractions in the expected repayment of these investments, depending on changes in estimated prepayment speeds. The Bank manages the interest rate risk and prepayment risk associated with fixed rate mortgage loans through a combination of debt issuance and derivatives. The Bank uses both callable and non-callable debt to achieve cash flow patterns and market value sensitivities for liabilities similar to those expected on the mortgage loans. Net income could be reduced if the Bank replaces prepaid mortgages with lower-yielding assets and the Bank’s higher funding costs are not reduced accordingly.

The Bank executes callable swaps and purchases swaptions in conjunction with the issuance of certain consolidated obligations to create funding that is economically equivalent to fixed rate callable bonds. Although these derivatives are economic hedges against the prepayment risk of specific loan pools and are referenced to individual liabilities, they do not receive either fair value or cash flow hedge accounting treatment.

Consolidated Obligations – Consolidated obligation bonds are structured to meet the Bank’s and/or investors’ needs. Common structures include fixed rate bonds with or without call options and adjustable rate bonds with or without embedded options. In general, when bonds with these structures are issued, the Bank will simultaneously execute an interest rate exchange agreement with terms that offset the terms and embedded options, if any, of the

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

consolidated obligation bond. This combination of the consolidated obligation bond and the interest rate exchange agreement effectively creates an adjustable rate bond. The cost of this funding combination is generally lower than the cost that

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

would be available through the issuance of an adjustable rate bond alone. The Bank will generally elect fair value hedge accounting treatment for these hedging relationships.

In addition, for certain consolidated obligation bonds for which the Bank has elected the fair value option, the Bank will simultaneously execute an interest rate exchange agreement with terms that economically offset the terms of the consolidated obligation bond. However, this type of hedge is treated as an economic hedge because these combinations generally do not meet the requirements for fair value hedge accounting treatment.

The Bank did not have any consolidated obligations denominated in currencies other than U.S. dollars outstanding during the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, or the year ended December 31, ~~2012~~2013.

Credit Risk – The Bank is subject to credit risk as a result of the risk of potential nonperformance by counterparties to the derivative agreements. All of the Bank’s agreements governing bilateral derivative transactions contain master netting provisions to help mitigate the credit risk exposure to each counterparty. The Bank manages counterparty credit risk through credit analyses and collateral requirements and by following the requirements of the Bank’s risk management policies and credit guidelines ~~the U.S. Commodity Futures Trading Commission,~~ and ~~FHFA~~Finance Agency regulations. ~~In addition, for bilateral derivatives, credit risk is mitigated by the master netting arrangements included in the contracts.~~ The Bank also requires collateral agreements with collateral delivery thresholds on all bilateral derivatives. In addition, collateral related to derivative transactions with member institutions includes collateral pledged to the Bank, as evidenced by the Advances and Security Agreement, and held by the member institution for the benefit of the Bank.

For cleared derivatives, the clearinghouse is the Bank’s counterparty. The requirement that the Bank post initial and variation margin through the clearing agent, to the clearinghouse, exposes the Bank to institutional credit risk in the event that the clearing agent or the clearinghouse fails to meet its obligations. The use of cleared derivatives, ~~also~~however, mitigates the Bank’s overall credit risk exposure because a central counterparty is substituted for individual counterparties and variation margin is posted daily for changes in the value of cleared derivatives through a clearing agent. The Bank has analyzed the enforceability of offsetting rights ~~incorporated in~~applicable to its cleared derivative transactions and determined that the exercise of those offsetting rights by a non-defaulting party under these transactions should be upheld under applicable bankruptcy law and CFTC rules in the event of a clearinghouse or clearing agent insolvency and under applicable clearinghouse rules upon ana non-insolvency-based event of default ~~including a bankruptcy, insolvency, or similar proceeding involving~~of the clearinghouse or ~~the Bank’s~~ clearing ~~agent, or both.~~agent. Based on this analysis, the Bank presents a net derivative receivable or payable for all of its transactions through a particular clearing agent with a particular clearinghouse.

Based on the Bank’s credit analyses and the collateral requirements, the Bank does not expect to incur any credit losses on its derivative transactions.

The notional amount of an interest rate exchange agreement serves as a factor in determining periodic interest payments or cash flows received and paid. However, the notional amount of derivatives represents neither the actual amounts exchanged nor the overall exposure of the Bank to credit risk and market risk. The risks of derivatives can be measured meaningfully on a portfolio basis by taking into account the counterparties, the types of derivatives, the items being hedged, and any offsets between the derivatives and the items being hedged. ~~The Bank had notional amounts outstanding of~~ ~~$84,408~~ ~~and~~ ~~$90,416~~ at ~~September 30, 2013, and~~ ~~December 31, 2012~~, respectively. The notional amount does not represent the exposure to credit loss. The amount potentially subject to credit loss is the estimated cost of replacing an interest rate exchange agreement that has a net favorable position if the counterparty defaults; this amount is substantially less than the notional amount.

The Bank’s agreements for bilateral derivative transactions contain provisions that link the Bank’s credit rating from Moody’s and Standard & Poor’s to various rights and obligations. Certain of these derivative agreements provide that, if the Bank’s long-term debt rating falls below A3/A- (and in one agreement, below A2/A), the Bank’s counterparty would have the right, but not the obligation, to terminate all of its outstanding derivative transactions with the Bank;

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

the Bank’s agreements with its clearing agents for cleared derivative transactions have similar provisions with respect to the debt rating of FHLBank System consolidated bonds. If this occurs, the Bank may choose to enter into replacement hedges, either by transferring the existing transactions to another counterparty or entering into new replacement transactions, based on prevailing market rates. In addition, the amount of collateral that the Bank is required to deliver to a counterparty under its agreements for bilateral derivative transactions depends on the Bank’s credit rating. The aggregate fair value of all bilateral derivative instruments with credit-risk-related contingent features that were in a net derivative liability position (before cash collateral and related accrued

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

interest) at ~~September 30, 2013~~March 31, 2014, was $7770, for which the Bank had posted cash collateral ~~with a fair value~~ of $1$34 in the normal course of business. If the Bank’s credit rating at ~~September 30, 2013~~March 31, 2014, had been Aa/AA (the next lower rating that might require an increase in collateral to be delivered by the Bank) instead of Aaa/AA+ (the Bank’s current rating), then the Bank would have been required to deliver up to $3021 of collateral (at fair value) to its derivative counterparties at ~~September 30, 2013~~March 31, 2014.

The following table summarizes the fair value of derivative instruments without the effect of netting arrangements or collateral as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013. For purposes of this disclosure, the derivative values include the fair value of derivatives and related accrued interest.


	September 30, 2013								December 31, 2012								March 31, 2014								December 31, 2013
	Notional Amount of Derivatives		Derivative Assets			Derivative Liabilities			Notional Amount of Derivatives		Derivative Assets			Derivative Liabilities			Notional Amount of Derivatives		Derivative Assets			Derivative Liabilities			Notional Amount of Derivatives		Derivative Assets			Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps	$	31,414	$	682		$	178		$	30,634	$	941		$	286		$	37,042	$	568		$	139		$	31,395	$	572		$	156
Total	31,414		682			178			30,634		941			286			37,042		568			139			31,395		572			156
Derivatives not designated as hedging instruments:
Interest rate swaps	52,523		168			256			59,211		264			338			39,494		121			195			49,715		146			242
Interest rate caps, floors, corridors, and/or collars	471		2			5			571		1			6			2,586		24			4			460		2			4
Total	52,994		170			261			59,782		265			344			42,080		145			199			50,175		148			246
Total derivatives before netting and collateral adjustments	$	84,408	852			439			$	90,416	1,206			630			$	79,122	713			338			$	81,570	720			402
Netting adjustments by counterparty			(361		)	(361		)			(587		)	(587		)			(267		)	(267		)			(313		)	(313		)
Cash collateral and related accrued interest			(335		)	(23		)			(90		)	(20		)			(309		)	(33		)			(291		)	(42		)
Total collateral and netting adjustments⁽¹⁾			(696		)	(384		)			(677		)	(607		)			(576		)	(300		)			(604		)	(355		)
Total derivative assets and total derivative liabilities			$	156		$	55				$	529		$	23				$	137		$	38				$	116		$	47


(1)	Amounts include the netting of derivative assets and liabilities by counterparty, including cash collateral and related accrued interest, where the netting requirements have been met.

The following table presents the components of net gain/(loss) on derivatives and hedging activities as presented in the Statements of Income for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.



	Three Months Ended
	March 31, 2014			March 31, 2013
	Gain/(Loss)			Gain/(Loss)
Derivatives and hedged items in fair value hedging relationships – hedge ineffectiveness by derivative type:
Interest rate swaps	$	(2	)	$	(2	)
Total net gain/(loss) related to fair value hedge ineffectiveness	(2		)	(2		)
Derivatives not designated as hedging instruments:
Economic hedges:
Interest rate swaps	15			(13		)
Interest rate caps, floors, corridors and/or collars	(1		)	—
Net cash flow settlements	(22		)	21
Total net gain/(loss) related to derivatives not designated as hedging instruments	(8		)	8
Net gain/(loss) on derivatives and hedging activities	$	(10	)	$	6

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Three Months Ended Nine Months Ended
September 30, 2013
September 30, 2012
September 30, 2013
September 30, 2012
Gain/(Loss)
Gain/(Loss)
Gain/(Loss)
Gain/(Loss)
Derivatives and hedged items in fair value hedging relationships – hedge ineffectiveness by derivative type:
Interest rate swaps $ (1 ) $ (3 ) $ (2 ) $ (18 )
Total net gain/(loss) related to fair value hedge ineffectiveness (1 ) (3 ) (2 ) (18 )
Derivatives not designated as hedging instruments:
Economic hedges:
Interest rate swaps (6 ) (28 ) (28 ) (66 )
Interest rate caps, floors, corridors and/or collars 1
—
2
1
Net interest settlements 4
(2 ) 44
(20 )
Total net gain/(loss) related to derivatives not designated as hedging instruments (1 ) (30 ) 18
(85 )
Net gain/(loss) on derivatives and hedging activities $ (2 ) $ (33 ) $ 16
$ (103 )

The following table presents, by type of hedged item, the gains and losses on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Bank’s net interest income for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.

Three Months Ended
September 30, 2013 September 30, 2012
Hedged Item Type
Gain/(Loss)
on Derivatives

Gain/(Loss)
on Hedged Item

Net Fair
Value Hedge
Ineffectiveness

Effect of
Derivatives on
Net Interest Income⁽¹⁾

Gain/(Loss)
on Derivatives

Gain/(Loss)
on Hedged Item

Net Fair
Value Hedge
Ineffectiveness

Effect of
Derivatives on
Net Interest Income⁽¹⁾

Advances $ (16 ) $ 16
$ —
$ (33 ) $ (36 ) $ 36
$ —
$ (35 )
Consolidated obligation bonds (40 ) 39
(1 ) 86
(43 ) 40
(3 ) 128
Total $ (56 ) $ 55
$ (1 ) $ 53
$ (79 ) $ 76
$ (3 ) $ 93


	Nine Months Ended																							Three Months Ended
	September 30, 2013												September 30, 2012											March 31, 2014												March 31, 2013
Hedged Item Type	Gain/(Loss) on Derivatives			Gain/(Loss) on Hedged Item			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income⁽¹⁾			Gain/(Loss) on Derivatives			Gain/(Loss) on Hedged Item		Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income⁽¹⁾			Gain/(Loss) on Derivatives			Gain/(Loss) on Hedged Item			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income⁽¹⁾			Gain/(Loss) on Derivatives			Gain/(Loss) on Hedged Item			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income⁽¹⁾
Advances	$	143		$	(141	)	$	2		$	(94	)	$	(63	)	$	64	$	1		$	(110	)	$	10		$	(10	)	$	—		$	(32	)	$	37		$	(37	)	$	—		$	(30	)
Consolidated obligation bonds	(315		)	311			(4		)	299			(146		)	127		(19		)	399			(51		)	49			(2		)	65			(114		)	112			(2		)	113
Total	$	(172	)	$	170		$	(2	)	$	205		$	(209	)	$	191	$	(18	)	$	289		$	(41	)	$	39		$	(2	)	$	33		$	(77	)	$	75		$	(2	)	$	83


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

The Bank may present derivative instruments, related cash collateral received or pledged, and associated accrued interest by clearing agent or by counterparty when the netting requirements have been met.

The following table presents separately the fair value of derivative ~~instruments~~assets and derivative liabilities that have met the netting requirements, including the related collateral received from or pledged to ~~counterparties.~~counterparties as of March 31, 2014, and December 31, 2013.



	March 31, 2014						December 31, 2013
	Derivative Assets			Derivative Liabilities			Derivative Assets			Derivative Liabilities
Derivative instruments meeting netting requirements
Gross recognized amount
Bilateral derivatives	$	697		$	331		$	699		$	395
Cleared derivatives	16			7			21			7
Total gross recognized amount	713			338			720			402
Gross amounts of netting adjustments and cash collateral
Bilateral derivatives	(598		)	(293		)	(604		)	(348		)
Cleared derivatives	22			(7		)	—			(7		)
Total gross amount of netting adjustments and cash collateral	(576		)	(300		)	(604		)	(355		)
Total derivative assets and total derivative liabilities
Bilateral derivatives	99			38			95			47
Cleared derivatives	38			—			21			—
Total derivative assets and derivative liabilities presented in the Statements of Condition	137			38			116			47
Non-cash collateral received or pledged not offset
Can be sold or repledged - Bilateral derivatives	93			—			89			—
Net unsecured amount
Bilateral derivatives	6			38			6			47
Cleared derivatives	38			—			21			—
Total net unsecured amount	$	44		$	38		$	27		$	47

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

September 30, 2013 December 31, 2012

Derivative
Assets

Derivative
Liabilities

Derivative
Assets

Derivative
Liabilities

Derivative instruments meeting netting requirements
Gross recognized amount
Bilateral derivatives $ 846
$ 432
$ 1,206
$ 630
Cleared derivatives 6
7
—
—
Total gross recognized amount 852
439
1,206
630
Gross amounts of netting adjustments and cash collateral
Bilateral derivatives (709 ) (377 ) (677 ) (607 )
Cleared derivatives 13
(7 )
Total gross amounts of netting adjustments and cash collateral (696 ) (384 ) (677 ) (607 )
Total derivative assets and total derivative liabilities
Bilateral derivatives 137
55
529
23
Cleared derivatives 19
—
—
—
Total derivative assets and derivative liabilities presented in the Statements of Condition 156
55
529
23
Non-cash collateral received or pledged not offset
Can be sold or repledged - Bilateral derivatives 135
—
525
2
Net unsecured amount
Bilateral derivatives 2
55
4
21
Cleared derivatives 19
—
—
—
Total net unsecured amount $ 21
55
$ 4
$ 21

Note 16 — Fair Value

The following fair value amounts have been determined by the Bank using available market information and the Bank’s best judgment of appropriate valuation methods. These estimates are based on pertinent information available to the Bank at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013. 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 a portion of the Bank’s financial instruments, in certain cases fair values ~~are not subject to precise quantification~~cannot be precisely quantified or ~~verification~~verified and may change as economic and market factors and evaluation of those factors change. The Bank continues to refine its valuation methodologies as markets and products develop and the pricing for certain products becomes more or less transparent. While the Bank believes that its valuation methodologies are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a materially different estimate of fair value as of the reporting date. Therefore, the fair values are not necessarily indicative of the amounts that would be realized in current market transactions, although they do reflect the Bank’s judgment ofas to how a market participant would estimate the fair values. The fair value summary table does not represent an estimate of the overall market value of the Bank as a going concern, which would take into account future business opportunities and the net profitability of total assets and liabilities on a combined basis.

The following tables present the carrying value, ~~and~~ the estimated fair value, and the fair value hierarchy level of the Bank’s financial instruments at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.



	March 31, 2014
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Netting Adjustments⁽¹⁾
Assets
Cash and due from banks	$	4,541	$	4,541	$	4,541	$	—	$	—	$	—
Securities purchased under agreements to resell	500		500		—		500		—		—
Federal funds sold	6,401		6,401		—		6,401		—		—
Trading securities	3,127		3,127		—		3,127		—		—
AFS securities	6,916		6,916		—		—		6,916		—
HTM securities	17,974		17,925		—		15,483		2,442		—
Advances	45,552		45,640		—		45,640		—		—
Mortgage loans held for portfolio, net of allowance for credit losses on mortgage loans	852		905		—		905		—		—
Accrued interest receivable	74		74		—		74		—		—
Derivative assets, net⁽¹⁾	137		137		—		713		—		(576		)
Other assets⁽²⁾	11		11		11		—		—		—
Liabilities
Deposits	275		275		—		275		—		—
Consolidated obligations:
Bonds	53,184		53,049		—		53,049		—		—
Discount notes	24,863		24,865		—		24,865		—		—
Total consolidated obligations	78,047		77,914		—		77,914		—		—
Mandatorily redeemable capital stock	1,644		1,644		1,644		—		—		—
Accrued interest payable	148		148		—		148		—		—
Derivative liabilities, net⁽¹⁾	38		38		—		338		—		(300		)
Other
Standby letters of credit	12		12		—		12		—		—
Commitments to issue consolidated obligation bonds⁽³⁾	—		2		—		2		—		—

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

September 30, 2013

Carrying
Value

   Estimated Fair Value
Level 1
Level 2
Level 3

Netting Adjustments⁽¹⁾

Assets
Cash and due from banks $ 4,060
   $ 4,060
   $ 4,060
   $ —
$ —
$ —
Federal funds sold 7,970
   7,970
   —
   7,970
—
—
Trading securities 3,207
   3,207
   —
   3,207
—
—
Available-for-sale securities 7,181
   7,181
   —
   —
7,181
—
Held-to-maturity securities 19,714
   19,711
   —
   17,009
2,702
—
Advances 44,213
   44,270
   —
   44,270
—
—
Mortgage loans held for portfolio, net of allowance for credit losses on mortgage loans 967
   1,032
   —
   1,032
—
—
Accrued interest receivable 81
   81
   —
   81
—
—
Derivative assets, net⁽¹⁾
156
   156
   —
   852
—
(696 )
Liabilities
Deposits 266
   266
   —
   266
—
—
Consolidated obligations:
Bonds 56,102
   55,875
   —
   55,875
—
—
Discount notes 21,821
   21,824
   —
   21,824
—
—
Total consolidated obligations 77,923
77,699
—
77,699
—
—
Mandatorily redeemable capital stock 2,588
   2,588
   2,588
   —
—
—
Accrued interest payable 191
   191
   —
   191
—
—
Derivative liabilities, net⁽¹⁾
55
   55
   —
   439
—
(384 )
Other
Standby letters of credit 12
   12
   —
   12
—
—
Commitments to fund advances⁽²⁾
—
(1 ) —
(1 ) —
—

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~


	December 31, 2012													December 31, 2013
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Netting Adjustments⁽¹⁾			Carrying Value		Estimated Fair Value			Level 1		Level 2			Level 3		Netting Adjustments⁽¹⁾
Assets
Cash and due from banks	$	104	$	104	$	104	$	—	$	—	$	—		$	4,906	$	4,906		$	4,906	$	—		$	—	$	—
Securities purchased under agreements to resell	1,500		1,500		—		1,500		—		—
Federal funds sold	10,857		10,857		—		10,857		—		—			7,498		7,498			—		7,498			—		—
Trading securities	3,191		3,191		—		3,191		—		—			3,208		3,208			—		3,208			—		—
Available-for-sale securities	7,604		7,604		—		—		7,604		—
Held-to-maturity securities	17,376		17,584		—		14,338		3,246		—
AFS securities														7,047		7,047			—		—			7,047		—
HTM securities														17,507		17,352			—		14,802			2,550		—
Advances	43,750		43,919		—		43,919		—		—			44,395		44,457			—		44,457			—		—
Mortgage loans held for portfolio, net of allowance for credit losses on mortgage loans	1,289		1,368		—		1,368		—		—			905		956			—		956			—		—
Accrued interest receivable	101		101		—		101		—		—			81		81			—		81			—		—
Derivative assets, net⁽¹⁾	529		529		—		1,206		—		(677		)	116		116			—		720			—		(604		)
Other assets⁽²⁾														10		10			10		—			—		—
Liabilities
Deposits	227		227		—		227		—		—			193		193			—		193			—		—
Consolidated obligations:
Bonds	70,310		70,577		—		70,577		—		—			53,207		52,940			—		52,940			—		—
Discount notes	5,209		5,210		—		5,210		—		—			24,194		24,195			—		24,195			—		—
Total consolidated obligations	75,519		75,787		—		75,787		—		—			77,401		77,135			—		77,135			—		—
Mandatorily redeemable capital stock	4,343		4,343		4,343		—		—		—			2,071		2,071			2,071		—			—		—
Accrued interest payable	175		175		—		175		—		—			95		95			—		95			—		—
Derivative liabilities, net⁽¹⁾	23		23		—		630		—		(607		)	47		47			—		402			—		(355		)
Other
Standby letters of credit	13		13		—		13		—		—			12		12			—		12			—		—
Commitments to fund advances⁽²⁾⁽³⁾	—		1		—		1		—		—			—		(1		)	—		(1		)	—		—
Commitments to issue consolidated obligation bonds⁽²⁾	—		5		—		5		—		—


(1)	Amounts include the netting of derivative assets and liabilities by counterparty, including cash collateral and related accrued interest, where the netting requirements have been met.


(2)	Represents publicly traded mutual funds held in a grantor trust.


(3)	Estimated fair values of these commitments are presented as a net gain or (loss). For more information regarding these commitments, see Note 17 – Commitments and Contingencies.

Fair Value Hierarchy. The fair value hierarchy is used to prioritize the fair value methodologies and valuation techniques as well as the inputs to the valuation techniques used to measure fair value for assets and liabilities carried at fair value on the Statements of Condition. The inputs are evaluated and an overall level for the fair value measurement is determined. This overall level is an indication of market observability of the fair value measurement for the asset or liability. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). An entity must disclose the level within the fair value hierarchy in which the measurements are classified for all financial assets and liabilities measured on a recurring or non-recurring basis.

The application of the fair value hierarchy to the Bank’s financial assets and financial liabilities that are carried at fair value either on a recurring or non-recurring basis is as follows:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in an active market that the reporting entity can access on the measurement date.

Level 2 – Inputs other than quoted prices within Level 1 that are observable inputs for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the following: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar ~~assets or liabilities in markets that are not active; (3) inputs other than quoted prices that are observable for~~

4645

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

assets or liabilities in markets that are not active; (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves that are observable at commonly quoted intervals, and implied volatilities); and (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following assets and liabilities, including those for which the Bank has elected the fair value option, are carried at fair value on the Statements of Condition as of ~~September 30, 2013~~March 31, 2014:

Trading securities

~~Available-for-sale~~AFS securities

Certain advances

Derivative assets and liabilities

Certain consolidated obligation bonds

Certain other assets

For instruments carried at fair value, the Bank reviews the fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation inputs may result in a reclassification of certain assets or liabilities. Such reclassifications are reported as transfers in or out as of the beginning of the quarter in which the changes occur. For the periods presented, the Bank did not have any reclassifications for transfers in or out of the fair value hierarchy levels.

Summary of Valuation Methodologies and Primary Inputs.

Cash and Due from Banks – The estimated fair value equals the carrying value.

Federal Funds Sold and Securities Purchased Under Agreements to Resell – The estimated fair value of overnight Federal funds sold and securities purchased under agreements to resell approximates the carrying value. The estimated fair value of term Federal funds sold and term securities purchased under agreements to resell has been determined by calculating the present value of expected cash flows for the instruments and reducing the amount for accrued interest receivable. The discount rates used in these calculations are the replacement rates for comparable instruments with similar terms.

Investment Securities – Certificates of Deposit ~~and Commercial Paper~~ – The estimated fair values of these investments are determined by calculating the present value of expected cash flows and reducing the amount for accrued interest receivable, using market-observable inputs as of the last business day of the period or using industry standard analytical models and certain actual and estimated market information. The discount rates used in these calculations are the replacement rates for comparable instruments with similar terms.

Investment Securities – MBS – To value its MBS, the Bank obtains prices from four designated third-party pricing vendors when available. The pricing vendors use various proprietary models to price these securities. The inputs to those models are derived from various sources including, but not limited to: benchmark yields, reported trades, dealer estimates, issuer spreads, benchmark securities, bids, offers, and other market-related data. Since many securities do not trade on a daily basis, the pricing vendors use available information as applicable, such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing, to determine the prices for individual securities. Each pricing vendor has an established challenge process in place for all security valuations, which facilitates resolution of price discrepancies identified by the Bank.

In January ~~2013,~~2014, the Bank conducted reviews of the four pricing vendors to update and confirm its understanding of the vendors’ pricing processes, methodologies, and control procedures.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The Bank’s valuation technique for estimating the fair values of its MBS first requires the establishment of a ~~“median”~~median vendor price for each security. If four vendor prices are received, the average of the middle two prices is the median price; if three prices are received, the middle price is the median price; if two prices are received, the average of the two prices is the median price; and if one price is received, it is the median price (and also the default fair value) subject to additional validation. All vendor prices that are within a specified tolerance threshold of the median price are included in the cluster of vendor prices that are averaged to establish a default fair value. All vendor prices that are outside the threshold (outliers) are subject to further analysis including, but not limited to, comparison to prices provided by an additional third-party valuation service, prices for similar securities and/or dealer estimates, or use of internal model prices, which are deemed to be reflective of all relevant facts and circumstances that a market participant would consider. Such analysis is also applied in those limited instances where no third-party vendor price or only one third-party vendor price is available in order to arrive at an estimated fair value. If an outlier (or some other price identified in the analysis) is determined to be a better estimate of fair value, then the outlier (or the other price, as appropriate) is used as the fair value rather than the default fair value. If, instead, the analysis confirms that an outlier is (or outliers are) not representative of fair value and the default fair value is the best estimate, then the default fair value is used as the fair value.

If all vendor prices received for a security are outside the tolerance threshold level of the median price, then there is no default fair value, and the fair value is determined by an evaluation of all outlier prices (or the other prices, as appropriate) as described above.

As of ~~September 30, 2013~~March 31, 2014, four vendor prices were received for most of the Bank’s MBS, and the fair value estimates for most of those securities were determined by averaging the four vendor prices. Based on the Bank’s reviews of the pricing methods employed by the third-party pricing vendors and the relative lack of dispersion among the vendor prices (or, in those instances in which there were outliers or significant yield variances, the Bank’s additional analyses), the Bank believes that its fair value estimates are reasonable and that the fair value measurements are classified appropriately in the fair value hierarchy. Based on limited market liquidity for PLRMBS, the fair value measurements for these securities were classified as Level 3 within the fair value hierarchy.

As an additional step, the Bank reviewed the fair value estimates of its PLRMBS as of ~~September 30, 2013~~March 31, 2014, for reasonableness using a market-implied yield test. The Bank calculated a market-implied yield for each of its PLRMBS using the estimated fair value derived from the process described above and the security’s projected cash flows from the Bank’s OTTI process and compared the market-implied yield to the yields for comparable securities according to dealers and other third-party sources to the extent comparable market yield data was available. This analysis did not indicate that any adjustments to the fair value estimates were necessary.

Investment Securities – FFCB ~~bonds~~Bonds and ~~Housing Finance Agency~~CalHFA Bonds – The Bank estimates the fair values of these securities using the ~~same~~ methodology as described above for Investment Securities – MBS.

Advances – Because quoted prices are not available for advances, the fair values are measured using model-based valuation techniques (such as calculating the present value of future cash flows and reducing the amount for accrued interest receivable).

The Bank’s primary inputs for measuring the fair value of advances are market-based consolidated obligation yield curve (CO Curve) inputs obtained from the Office of Finance. The CO Curve is then adjusted to reflect the rates on replacement advances with similar terms and collateral. These spread adjustments are not market-observable and are evaluated for significance in the overall fair value measurement and the fair value hierarchy level of the advance. The Bank obtains market-observable inputs from derivative dealers for complex advances. These inputs may include volatility assumptions, which are market-based expectations of future interest rate volatility implied from current market prices for similar options (swaption volatility and volatility skew). The discount rates used in these calculations are the replacement advance rates for advances with similar terms. Pursuant to the Finance ~~Agency’s advances regulation, advances with an original term to maturity or repricing period greater than six~~

4847

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Agency’s advances regulation, advances with an original term to maturity or repricing period greater than six months generally require a prepayment fee sufficient to make the Bank financially indifferent to the borrower’s decision to prepay the advances. The Bank determined that no adjustment is required to the fair value measurement of advances for prepayment fees. In addition, the Bank did not adjust its fair value measurement of advances for creditworthiness primarily because advances were fully collateralized.

Mortgage Loans Held for Portfolio – The estimated fair value for mortgage loans represents modeled prices based on observable market prices for ~~agency mortgage loan commitment rates~~seasoned Agency mortgage-backed passthrough securities adjusted for differences in coupon, average loan rate, ~~seasoning,~~credit, and cash flow remittance between the Bank’s mortgage loans and the referenced ~~mortgage loans.~~instruments. Market prices are highly dependent on the underlying prepayment assumptions. Changes in the prepayment speeds often have a material effect on the fair value estimates. These underlying prepayment assumptions are susceptible to material changes in the near term because they are made at a specific point in time.

Accrued Interest Receivable and Payable – The estimated fair value approximates the carrying value of accrued interest receivable and accrued interest payable.

Derivative Assets and Liabilities – In general, derivative instruments transacted and held by the Bank for risk management activities are traded in over-the-counter markets where quoted market prices are not readily available. These derivatives are interest rate-related. For these derivatives, the Bank measures fair value using internally developed discounted cash flow models that use market-observable inputs, such as the overnight index swap (OIS) curve; volatility assumptions, which are market-based expectations of future interest rate volatility implied from current market prices for similar options (swaption volatility and volatility skew) adjusted for counterparty credit risk, as necessary; and prepayment assumptions. Effective December 31, 2012, the Bank refined its method for estimating the fair values of its derivatives by using the OIS curve to discount the cash flows of its derivatives to determine fair value, instead of using the LIBOR swap curve, which was used in prior periods.

The Bank is subject to credit risk because of the risk of potential nonperformance by its derivative counterparties. To mitigate this risk, the Bank executes bilateral derivative transactions only with highly rated derivative dealers and major banks (derivative dealer counterparties) that meet the Bank’s eligibility criteria. In addition, the Bank has entered into master netting agreements and bilateral security agreements with all active derivative dealer counterparties that provide for delivery of collateral at specified levels to limit the Bank’s net unsecured credit exposure to these counterparties. Under these policies and agreements, the amount of unsecured credit exposure to an individual derivative dealer counterparty is limited to an absolute dollar credit exposure limit according to the counterparty’s credit rating, as determined by rating agency long-term credit ratings of the counterparty’s debt securities or deposits. The Bank ~~executes~~clears its cleared derivative transactions only ~~with~~through clearing agents that meet the Bank’s strict eligibility requirements, and the Bank’s credit exposure to the clearinghouse is secured by variation margin received from the clearinghouse. All credit exposure from derivative transactions entered into by the Bank with member counterparties that are not derivative dealers must be fully secured by eligible collateral. The Bank evaluated the potential for the fair value of the instruments to be affected by counterparty credit risk and determined that no adjustments to the overall fair value measurements were required.

The fair values of the 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 because of their short-term nature. The fair values of derivatives that met the netting requirements are presented on a net basis. If these netted amounts are positive, they are classified as an asset and, if negative, they are classified as a liability.

Deposits – The fair value of deposits is generally equal to the carrying value of the deposits because the deposits are primarily overnight deposits or due on demand. The Bank determines the fair values of term deposits by calculating the present value of expected future cash flows from the deposits and reducing the amount for accrued interest payable. The discount rates used in these calculations are the cost of deposits with similar terms.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Consolidated Obligations – Because quoted prices in active markets are not generally available for identical liabilities, the Bank measures fair values using internally developed models that use primarily market-observable inputs. The Bank’s primary inputs for measuring the fair value of consolidated obligation bonds are market-based CO Curve inputs obtained from the Office of Finance. The Office of Finance constructs the CO Curve using the Treasury yield curve as a base curve, which may be adjusted by indicative spreads obtained from market-observable sources. These market indications are generally derived from pricing indications from dealers, historical pricing relationships, and market activity for similar liabilities, such as recent GSE trades or secondary market activity. For consolidated obligation bonds with embedded options, the Bank also obtains market-observable quotes and inputs from derivative dealers. These inputs may include volatility assumptions, which are market-based expectations of future interest rate volatility implied from current market prices for similar options (swaption volatility and volatility skew).

Adjustments may be necessary to reflect the Bank’s credit quality or the credit quality of the FHLBank System when valuing consolidated obligation bonds measured at fair value. The Bank monitors its own creditworthiness and the creditworthiness of the other 11 FHLBanks and the FHLBank System to determine whether any adjustments are necessary for creditworthiness in its fair value measurement of consolidated obligation bonds. The credit ratings of the FHLBank System and any changes to the credit ratings are the basis for the Bank to determine whether the fair values of consolidated obligations have been significantly affected during the reporting period by changes in the instrument-specific credit risk.

Mandatorily Redeemable Capital Stock – The estimated fair value of capital stock subject to mandatory redemption is generally at par value as indicated by contemporaneous purchases, redemptions, and repurchases at par value. Fair value includes estimated dividends earned at the time of reclassification from capital to liabilities, until such amount is paid, and any subsequently declared capital stock dividend. The Bank’s capital stock can only be acquired by members at par value and redeemed or repurchased at par value, subject to statutory and regulatory requirements. The Bank’s capital stock is not traded, and no market mechanism exists for the exchange of Bank capital stock outside the cooperative ownership structure.

Commitments – The estimated fair value of standby letters of credit is based on the present value of fees currently charged for similar agreements and is recorded in other liabilities. The estimated fair value of off-balance sheet fixed rate commitments to fund advances and commitments to issue consolidated obligations takes into account the difference between current and committed interest rates.

Subjectivity of Estimates Related to Fair Values of Financial Instruments. Estimates of the fair value of financial assets and liabilities using the methodologies described above are ~~highly~~ subjective and require judgments regarding significant matters, such as the amount and timing of future cash flows, prepayment speed assumptions, expected interest rate volatility, methods to determine possible distributions of future interest rates used to value options, and the selection of discount rates that appropriately reflect market and credit risks. Changes in these judgments often have a material effect on the fair value estimates.

Fair Value Measurements. The tables below present the fair value of assets and liabilities, which are recorded on a recurring or nonrecurring basis at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, by level within the fair value hierarchy.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


September 30, 2013
March 31, 2014
	Fair Value Measurement Using:						Netting					Fair Value Measurement Using:						Netting
	Level 1		Level 2		Level 3		Adjustments⁽¹⁾			Total		Level 1		Level 2		Level 3		Adjustments⁽¹⁾			Total
Recurring fair value measurements – Assets:
Trading securities:
GSEs – FFCB bonds	$	—	$	3,193	$	—	$	—		$	3,193	$	—	$	3,114	$	—	$	—		$	3,114
MBS:
Other U.S. obligations – Ginnie Mae	—		14		—		—			14		—		13		—		—			13
Total trading securities	—		3,207		—		—			3,207		—		3,127		—		—			3,127
Available-for-sale securities:
AFS securities:
PLRMBS	—		—		7,181		—			7,181		—		—		6,916		—			6,916
Total available-for-sale securities	—		—		7,181		—			7,181
Total AFS securities												—		—		6,916		—			6,916
Advances⁽²⁾	—		6,914		—		—			6,914		—		6,936		—		—			6,936
Derivative assets, net: interest rate-related	—		852		—		(696		)	156		—		713		—		(576		)	137
Other assets												11		—		—		—			11
Total recurring fair value measurements – Assets	$	—	$	10,973	$	7,181	$	(696	)	$	17,458	$	11	$	10,776	$	6,916	$	(576	)	$	17,127
Recurring fair value measurements – Liabilities:
Consolidated obligation bonds⁽³⁾	$	—	$	15,972	$	—	$	—		$	15,972	$	—	$	7,298	$	—	$	—		$	7,298
Derivative liabilities, net: interest rate-related	—		439		—		(384		)	55		—		338		—		(300		)	38
Total recurring fair value measurements – Liabilities	$	—	$	16,411	$	—	$	(384	)	$	16,027	$	—	$	7,636	$	—	$	(300	)	$	7,336
Nonrecurring fair value measurements – Assets:
REO	$	—	$	—	$	2				$	2	$	—	$	—	$	2				$	2


December 31, 2012
December 31, 2013
	Fair Value Measurement Using:						Netting					Fair Value Measurement Using:						Netting
	Level 1		Level 2		Level 3		Adjustments⁽¹⁾			Total		Level 1		Level 2		Level 3		Adjustments⁽¹⁾			Total
Recurring fair value measurements – Assets:
Trading securities:
GSEs – FFCB bonds	$	—	$	3,175	$	—	$	—		$	3,175	$	—	$	3,194	$	—	$	—		$	3,194
MBS:
Other U.S. obligations – Ginnie Mae	—		16		—		—			16		—		14		—		—			14
Total trading securities	—		3,191		—		—			3,191		—		3,208		—		—			3,208
Available-for-sale securities:
AFS securities:
PLRMBS	—		—		7,604		—			7,604		—		—		7,047		—			7,047
Total available-for-sale securities	—		—		7,604		—			7,604
Total AFS securities												—		—		7,047		—			7,047
Advances⁽²⁾	—		7,401		—		—			7,401		—		7,069		—		—			7,069
Derivative assets, net: interest rate-related	—		1,206		—		(677		)	529		—		720		—		(604		)	116
Other assets												10		—		—		—			10
Total recurring fair value measurements – Assets	$	—	$	11,798	$	7,604	$	(677	)	$	18,725	$	10	$	10,997	$	7,047	$	(604	)	$	17,450
Recurring fair value measurements – Liabilities:
Consolidated obligation bonds⁽³⁾	$	—	$	27,884	$	—	$	—		$	27,884	$	—	$	10,115	$	—	$	—		$	10,115
Derivative liabilities, net: interest rate-related	—		630		—		(607		)	23		—		402		—		(355		)	47
Total recurring fair value measurements – Liabilities	$	—	$	28,514	$	—	$	(607	)	$	27,907	$	—	$	10,517	$	—	$	(355	)	$	10,162
Nonrecurring fair value measurements – Assets:
REO	$	—	$	—	$	2				$	2	$	—	$	—	$	2				$	2


(1)	Amounts represent the netting of derivative assets and liabilities by counterparty, including cash collateral, where the netting requirements have been met.

(2)

Includes $~~6,914~~6,936 and ~~$7,390~~$7,069 of advances recorded under the fair value option at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, ~~respectively, and~~ $0 ~~and~~ ~~$11~~ ofrespectively. There were no advances recorded at fair value at ~~September 30, 2013~~March 31, 2014, ~~and~~or December 31, ~~2012, respectively, where the exposure to overall changes in fair value was hedged in accordance with the accounting for derivative instruments and hedging activities.~~

~~(3)~~

~~Includes~~ ~~$15,972~~ ~~and~~ ~~$27,884~~ ~~of consolidated obligation bonds recorded under the fair value option at~~ ~~September 30,~~ 2013~~, and~~ ~~December 31, 2012, respectively. There were~~ no ~~consolidated obligation bonds recorded at fair value at~~ ~~September 30, 2013, and~~ ~~December 31, 2012~~, where the exposure to overall changes in fair value was hedged in accordance with the accounting for derivative instruments and hedging activities.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

(3)

Includes $7,298 and $10,115 of consolidated obligation bonds recorded under the fair value option at March 31, 2014, and December 31, 2013, respectively. There were no consolidated obligation bonds recorded at fair value at March 31, 2014, or December 31, 2013, where the exposure to overall changes in fair value was hedged in accordance with the accounting for derivative instruments and hedging activities.

The following ~~tables present~~table presents a reconciliation of the Bank’s ~~available-for-sale~~AFS PLRMBS that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.

Three Months Ended
September 30, 2013 September 30, 2012
Balance, beginning of the period $ 7,404
$ 7,409
Total gain/(loss) realized and unrealized included in:
Interest income 7
(2 )
Net OTTI loss, credit-related (3 ) (4 )
Unrealized gain/(loss) of other-than-temporarily impaired securities included in AOCI 82
512
Reclassification of non-credit-related OTTI included in net income/(loss) (1 ) 2
Settlements (344 ) (333 )
Transfers of held-to-maturity to available-for-sale securities 36
79
Balance, end of the period $ 7,181
$ 7,663
Total amount of gain/(loss) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets and liabilities still held at the end of the period $ 4
$ (6 )


	Nine Months Ended						Three Months Ended
	September 30, 2013			September 30, 2012			March 31, 2014			March 31, 2013
Balance, beginning of the period	$	7,604		$	7,687		$	7,047		$	7,604
Total gain/(loss) realized and unrealized included in:
Interest income	10			(11		)	15			—
Net OTTI loss, credit-related	(6		)	(34		)	—			(3		)
Unrealized gain/(loss) of other-than-temporarily impaired securities included in AOCI	522			832			81			340
Reclassification of non-credit-related OTTI included in net income/(loss)	(3		)	13			(1		)	2
Settlements	(1,002		)	(958		)	(226		)	(309		)
Transfers of held-to-maturity to available-for-sale securities	56			134
Transfers of HTM securities to AFS securities							—			19
Balance, end of the period	$	7,181		$	7,663		$	6,916		$	7,653
Total amount of gain/(loss) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets and liabilities still held at the end of the period	$	4		$	(45	)	$	15		$	(3	)

Fair Value Option. The fair value option provides an entity with an irrevocable option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments not previously carried at fair value. It requires an entity to display the fair value of those assets and liabilities for which the entity has chosen to use fair value on the face of the Statements of Condition. Fair value is used for both the initial and subsequent measurement of the designated assets, liabilities, and commitments, with the changes in fair value recognized in net income. Interest income and interest expense on advances and consolidated bonds carried at fair value are recognized solely on the contractual amount of interest due or unpaid. Any transaction fees or costs are immediately recognized in non-interest income or non-interest expense.

For more information on the Bank’s election of the fair value option, see “Item 8. Financial Statements and Supplementary Data – Note 20 – Fair Values” in the Bank’s ~~2012~~2013 Form 10-K.

The Bank has elected the fair value option for certain financial instruments to assist in mitigating potential earnings volatility that can arise from economic hedging relationships in which the carrying value of the hedged item is not adjusted for changes in fair value. The potential earnings volatility associated with using fair value only for the

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

derivative is the Bank’s primary reason for electing the fair value option for financial assets and liabilities that do not qualify for hedge accounting or that have not previously met or may be at risk for not meeting the hedge effectiveness requirements.

The following ~~tables summarize~~table summarizes the activity related to financial assets and liabilities for which the Bank elected the fair value option during the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Three Months Ended
September 30, 2013 September 30, 2012
Advances

Consolidated
Obligation Bonds

Advances

Consolidated
Obligation Bonds

Balance, beginning of the period $ 7,436
$ 24,286
$ 7,749
$ 20,008
New transactions elected for fair value option 103
540
173
12,980
Maturities and terminations (615 ) (8,860 ) (559 ) (4,035 )
Net gain/(loss) on advances and net (gain)/loss on consolidated obligation bonds held under fair value option (9 ) 8
24
18
Change in accrued interest (1 ) (2 ) (2 ) 1
Balance, end of the period $ 6,914
$ 15,972
$ 7,385
$ 28,972


	Nine Months Ended												Three Months Ended
	September 30, 2013						September 30, 2012						March 31, 2014						March 31, 2013
	Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds
Balance, beginning of the period	$	7,390		$	27,884		$	8,684		$	15,712		$	7,069		$	10,115		$	7,390		$	27,884
New transactions elected for fair value option	470			2,600			637			23,800			138			700			157			885
Maturities and terminations	(804		)	(14,375		)	(1,937		)	(10,541		)	(279		)	(3,565		)	(133		)	(2,810		)
Net gain/(loss) on advances and net (gain)/loss on consolidated obligation bonds held under fair value option	(141		)	(135		)	7			1			8			47			(26		)	(15		)
Change in accrued interest	(1		)	(2		)	(6		)	—			—			1			(1		)	—
Balance, end of the period	$	6,914		$	15,972		$	7,385		$	28,972		$	6,936		$	7,298		$	7,387		$	25,944

For instruments for which the fair value option has been elected, the related contractual interest income and contractual interest expense are recorded as part of net interest income on the Statements of Income. The remaining changes in fair value for instruments for which the fair value option has been elected are recorded as net gains/ (losses) on financial instruments held under the fair value option in the Statements of Income. The change in fair value does not include changes in instrument-specific credit risk. For advances and consolidated obligations recorded under the fair value option, the Bank determined that no adjustments to the fair values of these instruments for instrument-specific credit risk were necessary for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.

The following table presents the difference between the aggregate remaining contractual principal balance outstanding and aggregate fair value of advances and consolidated obligation bonds for which the Bank elected the fair value option at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013:

~~Table of Contents~~

~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~


	At September 30, 2013							At December 31, 2012						At March 31, 2014							At December 31, 2013
	Principal Balance		Fair Value		Fair Value Over/(Under) Principal Balance			Principal Balance		Fair Value		Fair Value Over/(Under) Principal Balance		Principal Balance		Fair Value		Fair Value Over/(Under) Principal Balance			Principal Balance		Fair Value		Fair Value Over/(Under) Principal Balance
Advances⁽¹⁾	$	6,771	$	6,914	$	143		$	7,102	$	7,390	$	288	$	6,816	$	6,936	$	120		$	6,956	$	7,069	$	113
Consolidated obligation bonds	16,073		15,972		(101		)	27,848		27,884		36		7,365		7,298		(67		)	10,230		10,115		(115		)


(1)	At ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, none of these advances were 90 days or more past due or had been placed on nonaccrual status.

Note 17 — Commitments and Contingencies

As provided by the FHLBank Act or regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations, which are backed only by the financial resources of the FHLBanks. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The regulations provide a general framework for addressing the possibility that an FHLBank may be unable to repay the consolidated obligations for which it is the primary obligor. The Bank has never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of ~~September 30, 2013~~March 31, 2014, and through the filing date of this report, does not believe that it is probable that it will be asked to do so. The par ~~amount~~value of the outstanding consolidated obligations of all 12 FHLBanks was $~~720,725~~753,941 at ~~September 30, 2013~~March 31, 2014, and ~~$687,902~~$766,837 at December 31, ~~2012~~2013. The par value of the Bank’s participation in consolidated obligations was $~~77,410~~77,616 at ~~September 30, 2013~~March 31, 2014, and $~~74,532~~76,968 at December 31, ~~2012~~2013. For more information on the joint and several liability regulation, see “Item 8. Financial Statements and Supplementary Data – Note 21 – Commitments and Contingencies” in the Bank’s ~~2012~~2013 Form 10-K.

Off-balance sheet commitments as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, were as follows:

Table of Contents

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)


	September 30, 2013						December 31, 2012						March 31, 2014						December 31, 2013
	Expire Within One Year		Expire After One Year		Total		Expire Within One Year		Expire After One Year		Total		Expire Within One Year		Expire After One Year		Total		Expire Within One Year		Expire After One Year		Total
Standby letters of credit outstanding	$	969	$	2,477	$	3,446	$	1,010	$	2,409	$	3,419	$	2,102	$	2,655	$	4,757	$	1,031	$	2,572	$	3,603
Commitments to fund advances⁽¹⁾	6		1		7		20		1		21		54		3		57		4		4		8
Commitments to issue consolidated obligation bonds, par⁽²⁾	—		—		—		635		—		635		805		—		805		1,640		—		1,640


(1)	At ~~September 30,~~March 31, 2014, and December 31, 2013, none of the commitments to fund additional advances were hedged with associated interest rate swaps. At ~~December 31, 2012~~, ~~$16~~ ~~was hedged with associated interest rate swaps.~~


(2)	At March 31, 2014, and December 31, ~~2012~~2013, $805 and $~~500~~1,640, respectively, of the unsettled consolidated obligation bonds were hedged with associated interest rate swaps.

Standby letters of credit are generally issued for a fee on behalf of members to support their obligations to third parties. If the Bank is required to make a payment for a beneficiary’s drawing under a letter of credit, the amount is immediately due and payable by the member to the Bank and is charged to the member’s demand deposit account with the Bank. The original terms of these standby letters of credit range from 107 days to 10 years, including a final expiration in ~~2023~~2024. The Bank monitors the creditworthiness of members that have standby letters of credit. In addition, standby letters of credit are fully collateralized. As a result, the Bank determined that it was not necessary to record any allowance for losses on these commitments.

The value of the Bank’s obligations related to standby letters of credit is recorded in other liabilities and amounted to $12 at ~~September 30, 2013~~March 31, 2014, and $1312 at December 31, ~~2012~~2013. Letters of credit are fully collateralized at the time of issuance. Based on the Bank’s credit analyses of members’ financial condition and collateral requirements, the Bank deemed it unnecessary to record any additional liability on the letters of credit outstanding as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

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~~Federal Home Loan Bank of San Francisco~~

~~Notes to Financial Statements (continued)~~

Commitments to fund advances totaled $757 at ~~September 30, 2013~~March 31, 2014, and $218 at December 31, ~~2012~~2013. Advances funded under advance commitments are fully collateralized at the time of funding (see Note 9 – Allowance for Credit Losses). Based on the Bank’s credit analyses of members’ financial condition and collateral requirements, the Bank deemed it unnecessary to record any additional liability on the advance commitments outstanding as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

The Bank executes over-the-counter bilateral interest rate exchange agreements with major banks and derivative entities affiliated with broker-dealers and with its members. The Bank enters into master agreements with netting provisions with all bilateral swap counterparties and into bilateral security agreements with all active derivative dealer counterparties. All member counterparty master agreements, excluding those with derivative dealers, are subject to the terms of the Bank’s Advances and Security Agreement with members, and all member counterparties (except for those that are derivative dealers) must fully collateralize the Bank’s net credit exposure. For cleared derivatives, the clearinghouse is the Bank’s counterparty, and the Bank has ~~executed collateral exchange~~clearing agreements with clearing ~~agents.~~agents that provide for delivery of initial margin to, and exchange of variation margin with, the clearinghouse. See Note 15 – Derivatives and Hedging Activities for additional information about the Bank’s pledged collateral and other credit-risk-related contingent features. As of ~~September 30, 2013~~March 31, 2014, the Bank had pledged ~~total~~cash collateral of $89230~~, including securities with a carrying value of~~ $2~~, all of which could be sold or repledged, and cash of~~ ~~$87~~, to counterparties and the clearing ~~agents~~house that had market risk exposure to the Bank related to derivatives. As of December 31, ~~2012~~2013, the Bank had pledged ~~total~~cash collateral of $23~~, including securities with a carrying value of~~ $2~~, all of which could be sold or repledged, and cash of~~ ~~$21~~149 to counterparties and the clearing house that had market risk exposure to the Bank related to derivatives.

The Bank may be subject to various pending legal proceedings that may arise in the normal course of business. After consultation with legal counsel, the Bank does not anticipate that the ultimate liability, if any, arising out of these matters will have a material effect on its financial condition or results of operations.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 18 — Transactions with Certain Members, Certain Nonmembers, and Other FHLBanks

Transactions with Certain Members and Certain Nonmembers. The following tables set forth information at the dates and for the periods indicated with respect to transactions with: (i) members and nonmembers ~~holding~~that held more than 10% of the outstanding shares of the Bank’s capital stock, including mandatorily redeemable capital stock, at ~~each respective period end,~~any time during the periods indicated, (ii) members that had an officer or director serving on the Bank’s Board of Directors at any time during the periods indicated, and (iii) affiliates of the foregoing members and nonmembers. All transactions with members, the nonmembers described in the preceding sentence, and their respective affiliates are entered into in the normal course of business. The tables include securities transactions where certain members, nonmembers, and their affiliates (as described above) are the issuers or obligors of the securities, but do not include securities purchased, sold or issued through, or otherwise underwritten by, affiliates of certain members and nonmembers. The tables also do not include any AHP or Community Investment Cash Advance (CICA) grants. Securities purchased, sold or issued through, or otherwise underwritten by, and AHP or CICA grants provided to, the affiliates of certain members and nonmembers are in the ordinary course of the Bank’s business.



	March 31, 2014		December 31, 2013
Assets:
Cash and due from banks	$	—	$	—
Investments⁽¹⁾	1,124		1,176
Advances	11,125		11,268
Mortgage loans held for portfolio	719		760
Accrued interest receivable	22		25
Other assets	31		37
Derivative assets, net	277		257
Total Assets	$	13,298	$	13,523
Liabilities:
Deposits	$	277	$	260
Mandatorily redeemable capital stock	1,083		1,356
Derivative liabilities, net	31		37
Total Liabilities	$	1,391	$	1,653
Notional amount of derivatives	$	12,774	$	12,256
Standby letters of credit	59		205


(1)	Investments consist of securities purchased under agreements to resell, Federal funds sold, AFS securities, and HTM securities issued by and/or purchased from the members or nonmembers described in this section or their affiliates.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

September 30, 2013
   December 31, 2012
Assets:
Cash and due from banks $ 3
$ 1
Investments⁽¹⁾
2,594
   3,929
Advances 15,461
   20,787
Mortgage loans held for portfolio 809
   1,074
Accrued interest receivable 26
   32
Other assets 18
10
Derivative assets, net 311
   362
Total Assets $ 19,222
   $ 26,195
Liabilities:
Deposits $ 312
   $ 31
Mandatorily redeemable capital stock 2,270
   3,850
Derivative liabilities, net 20
15
Total Liabilities $ 2,602
   $ 3,896
Notional amount of derivatives $ 16,076
   $ 16,863
Standby letters of credit 75
   255



	Three Months Ended
	March 31, 2014			March 31, 2013
Interest Income:
Investments⁽¹⁾	$	5		$	8
Advances⁽²⁾	24			39
Mortgage loans held for portfolio	9			12
Total Interest Income	$	38		$	59
Interest Expense:
Mandatorily redeemable capital stock	$	25		$	23
Consolidated obligations⁽²⁾	(36		)	(46		)
Total Interest Expense	$	(11	)	$	(23	)
Other Income/(Loss):
Net gain/(loss) on derivatives and hedging activities	$	(44	)	$	(35	)
Other income	—			—
Total Other Income/(Loss)	$	(44	)	$	(35	)


(1)	Investments consist of securities purchased under agreements to resell, Federal funds sold, ~~available-for-sale~~AFS securities, and ~~held-to-maturity securities issued by and/or purchased from the members or nonmembers described in this section or their affiliates.~~

Three Months Ended Nine Months Ended
September 30, 2013
September 30, 2012
September 30, 2013
September 30, 2012
Interest Income:
Investments⁽¹⁾
$ 7
$ 9
$ 23
$ 29
Advances⁽²⁾
32
42
107
136
Mortgage loans held for portfolio 10
16
34
50
Total Interest Income $ 49
$ 67
$ 164
$ 215
Interest Expense:
Mandatorily redeemable capital stock $ 42
$ 5
$ 97
$ 17
Consolidated obligations⁽²⁾
(40 ) (53 ) (128 ) (168 )
Total Interest Expense $ 2
$ (48 ) $ (31 ) $ (151 )
Other Income/(Loss):
Net gain/(loss) on derivatives and hedging activities $ (35 ) $ (46 ) $ (91 ) $ (120 )
Other income —
—
—
1
Total Other Income/(Loss) $ (35 ) $ (46 ) $ (91 ) $ (119 )


~~(1)~~	~~Investments consist of securities purchased under agreements to resell, Federal funds sold, available-for-sale securities, and~~ ~~held-to-maturity~~HTM securities issued by and/or purchased from the members or nonmembers described in this section or their affiliates.


(2)	Reflects the effect of associated derivatives with the members or nonmembers described in this section or their affiliates.

Transactions with Other FHLBanks. Transactions with other FHLBanks are identified on the face of the Bank’s financial statements.

Note 19 — Subsequent Events

The Bank evaluated events subsequent to ~~September 30, 2013~~March 31, 2014, until the time of the Form 10-Q filing with the Securities and Exchange Commission, and no material subsequent events were identified.

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

Statements contained in this quarterly report on Form 10-Q, including statements describing the objectives, projections, estimates, or predictions of the future of the Federal Home Loan Bank of San Francisco (Bank) or the Federal Home Loan Bank System (FHLBank System), are “forward-looking statements.” These statements may use forward-looking terms, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “probable,” “project,” “should,” “will,” or their negatives or other variations on these terms, and include statements related to, among others, gains and losses on derivatives, plans to pay dividends and repurchase excess capital stock, future other-than-temporary impairment ~~charges,~~losses, future classification of securities, and reform legislation. The Bank cautions that by their nature, forward-looking statements involve risk or uncertainty that could cause actual results to differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate, or prediction is realized. These risks and uncertainties include, among others, the following:

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

the volatility of market prices, rates, and indices;

the timing and volume of market activity;

political events, including legislative, regulatory, judicial, or other developments that affect the Bank, its members, counterparties, or investors in the consolidated obligations of the Federal Home Loan Banks (FHLBanks), such as the impact of any government-sponsored enterprises (GSE) legislative reforms, changes in the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act), changes in applicable sections of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, or changes in regulations applicable to the FHLBanks;

changes in the Bank’s capital structure;

the ability of the Bank to pay dividends or redeem or repurchase capital stock;

membership changes, including changes resulting from mergers or changes in the principal place of business of Bank members;

the soundness of other financial institutions, including Bank members, nonmember borrowers, other counterparties, and the other FHLBanks;

changes in Bank members’ demand for Bank advances;

changes in the value or liquidity of collateral underlying advances to Bank members or nonmember borrowers or collateral pledged by the Bank’s derivative counterparties;

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

changes in the Bank’s ability or intent to hold MBS and mortgage loans to maturity;

competitive forces, including the availability of other sources of funding for Bank members;

the willingness of the Bank’s members to do business with the Bank whether or not the Bank is paying dividends or repurchasing excess capital stock;

changes in investor demand for consolidated obligations and/or the terms of interest rate exchange or similar agreements;

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

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

designation of the Bank for ~~supervision by the~~ Federal Reserve Board supervision by the Financial Stability Oversight Council;

technological changes and enhancements, and the Bank’s ability to develop and support technology and information systems sufficient to manage the risks of the Bank’s business effectively; and

changes in the FHLBanks’ long-term credit ratings.

~~Table of Contents~~

Readers of this report should not rely solely on the forward-looking statements and should consider all risks and uncertainties addressed throughout this report, as well as those discussed under “Item 1A. Risk Factors” in the Bank’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~ (~~2012~~2013 (2013 Form 10-K).

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This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Bank’s interim financial statements and notes and the Bank’s ~~2012~~2013 Form 10-K.

Quarterly Overview

In the third quarter of 2013, U.S. economic growth lost momentum as uncertainty about the direction of the federal government’s fiscal and monetary policies began to undermine consumer and business confidence. The unemployment rate fell slightly, to 7.2% as of September. Job growth continued to be sluggish in most sectors, as businesses continued to be reluctant to expand hiring and with ongoing declines in the government sector. In addition, some reports indicate that federal sequestration policies were beginning to result in layoffs beyond the public sector among private contractors. In September, the Federal Reserve announced, counter to widely held expectations, that it would not begin tapering its program of purchasing $85 billion of residential mortgage-backed securities and Treasury securities each month.

The housing market continued to gain strength early in the quarter, then slowed as a result of higher mortgage interest rates. The refinancing surge also faded as rates increased. Supplies of homes for sale, both existing and new, remained lean. Supported by ongoing housing demand from investors and other home purchasers anxious to buy before mortgage rates rose further, home price increases persisted. Members of the Federal Home Loan Bank of San Francisco reported that deposits were still sufficient to fund lending activities, contributing to a decline in advances during the third quarter.

Net income for the ~~third~~first quarter of ~~2013~~2014 was ~~$49~~$45 million,, compared with net income of ~~$137~~$81 million for the ~~third~~ ~~quarter of~~ ~~2012. The decrease in net income for the~~ ~~third~~first quarter of 2013 ~~reflected a decrease in net interest income, partially offset by a reduction in the loss in other income/(loss)~~. Net interest income ~~decreased to~~for the first quarter of 2014 was $~~114~~135 million, up from $127 million for the ~~third~~first quarter of 2013 ~~from~~ ~~$219 million~~ ~~for the~~ ~~third~~ ~~quarter~~. The increase was primarily due to accretion of ~~2012. This~~ ~~decline~~ ~~was due, in part, to lower average balances of advances,~~yield adjustments on certain other-than-temporarily impaired private-label residential mortgage-backed securities ~~(MBS),~~(PLRMBS) resulting from improvement in expected cash flows and ~~mortgage loans;~~to improved spreads on interest-earning assets primarily resulting from lower funding costs. These factors were partially offset by an increase in dividends on mandatorily redeemable capital stock, which are classified as interest expense, and a ~~decline~~decrease in earnings on invested capital because of lower average capital balances and the lower interest rate ~~environment; and an increase in dividends~~environment. Dividends on mandatorily redeemable capital stock ~~which are classified as interest expense.~~totaled $39 million, an increase of $13 million, or 50%, compared with the first quarter of 2013.

Other income/(loss) for the first quarter of 2014 was a loss of $48 million, compared with a loss of $4 million for the first quarter of 2013. The increase in ~~dividends~~the loss primarily reflected expense on ~~mandatorily redeemable capital stock accounted for $41~~derivative instruments used in economic hedges of $22 million ~~or 39%,~~(compared with income of ~~the decline in net interest income.~~

~~Total other income/(loss)~~$21 million for the ~~third~~first quarter of ~~2013~~ ~~was~~2013) and a ~~loss~~ of ~~$22 million, compared with a~~ ~~loss~~ of ~~$34 million~~ ~~for the~~ ~~third~~ ~~quarter of~~ ~~2012. The improvement in other income/(loss) for the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~reflected a net~~fair value loss associated with derivatives, hedged items, and financial instruments carried at fair value of $2527 million~~, compared~~ (compared with a ~~net~~ fair value loss of ~~$30~~$24 million for the ~~third~~first quarter of ~~2012; net interest income on derivative instruments used in economic hedges of~~ ~~$4 million~~2013), ~~compared with net interest expense of~~ ~~$2 million~~ ~~for the~~ ~~third~~ ~~quarter of~~ ~~2012; and~~partially offset by a ~~$3 million~~de minimis credit-related other-than-temporary impairment (OTTI) ~~charge~~loss on certain ~~private-label residential mortgage-backed securities (PLRMBS), compared~~PLRMBS (compared with ~~a charge~~an OTTI loss of $4$3 million for the prior-year ~~period. Net interest income/~~period).

Income/expense on derivative instruments used in economic hedges is generally offset by net interest expense/income on the economically hedged assets and liabilities. The increase in the fair value loss associated with derivatives, hedged items, and financial instruments carried at fair value for the first quarter of 2014 was primarily due to the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors during the period. As of March 31, 2014, the Bank's restricted retained earnings included a cumulative net gain of $71 million associated with derivatives, hedged items, and financial instruments carried at fair value.

During the first ~~nine~~ ~~months~~quarter of ~~2013~~,2014, total assets increased $0.4 billion, to $86.2 billion at March 31, 2014, from $85.8 billion at December 31, 2013. Advances increased $~~1.3~~1.2 billion, or 1%3%, to $~~87.7~~45.6 billion at ~~September 30, 2013~~March 31, 2014, from ~~$86.4~~$44.4 billion at December 31, ~~2012. Cash and due from banks increased $4.0 billion during the period, while investments~~ ~~decreased$2.4 billion, or~~ 6%~~, to~~ ~~$38.1 billion~~ at ~~September 30,~~ 2013~~, from~~ ~~$40.5 billion~~ at ~~December 31, 2012. In addition, advances~~ ~~increased$0.4 billion, or~~ 1%~~, to~~ ~~$44.2 billion~~ at ~~September 30, 2013, from~~ ~~$43.8 billion~~ at ~~December 31, 2012~~. In total, 6543 members increased their use of advances during the first ~~nine~~ ~~months~~quarter of ~~2013~~,2014, while 7959 institutions reduced their advances borrowings.

~~Table of Contents~~

One member institution was placed into receivership during the third quarter of 2013. This institution had no advances outstanding at the time it was placed into receivership. Bank capital stock held by this institution totaling $2 million was classified as mandatorily redeemable capital stock (a liability).

~~From October 1, 2013, to October 31, 2013,~~no~~member institutions were placed into receivership.~~

Accumulated other comprehensive loss declined ~~$519~~$81 million during the first ~~nine~~ ~~months~~quarter of ~~2013~~,2014, to ~~$275~~$64 million at ~~September 30, 2013~~,March 31, 2014, from $~~794~~145 million atDecember 31, ~~2012~~,2013, primarily as a result of improvement in the fair value of PLRMBS classified as ~~available-for-sale.~~available-for-sale (AFS).

Additional information about investments and OTTI ~~charges~~losses associated with the Bank’s PLRMBS is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Investments” and in “Item 1. Financial Statements – Note 6 – Other-Than-Temporary Impairment ~~Analysis~~.Analysis.” Additional information about the Bank’s PLRMBS is also provided in “Part II. Item 1. Legal Proceedings.”

On ~~October 29, 2013~~,April 28, 2014, the Bank’s Board of Directors declared a cash dividend on the capital stock outstanding during the ~~third~~first quarter of ~~2013~~2014 at an annualized rate of ~~5.65%, totaling~~ ~~$97~~6.80%. The dividend will total $93 million,, including ~~$45~~$34 million in dividends on mandatorily redeemable capital stock that will be reflected as interest expense in the ~~fourth~~second quarter of ~~2013.~~2014. The Bank recorded the dividend on ~~October 29, 2013~~,April 28, 2014, the day it was declared by the Board of Directors. The Bank expects to pay the dividend on or about ~~November 14, 2013~~.May 15, 2014. The Bank will pay the dividend in cash rather than capital stock to comply with the rules of the Federal Housing Finance Agency (Finance Agency), which do not permit the Bank to pay dividends in the form of capital stock if the Bank’s excess capital stock exceeds 1% of its

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total assets. Excess capital stock is defined as any capital stock holdings in excess of a shareholder’s minimum capital stock requirement, as established by the Bank’s capital plan. As of ~~September 30, 2013~~,March 31, 2014, the Bank’s excess capital stock totaled ~~$3.0~~$1.9 billion,, or ~~3.44%~~2.1% of total assets.

As of ~~September 30, 2013~~,March 31, 2014, the Bank was in compliance with all of its regulatory capital requirements. The Bank’s total regulatory capital ratio was ~~9.68%~~8.5%, exceeding the ~~4.00%~~4.0% requirement. The Bank had ~~$8.5~~$7.4 billion in ~~regulatory~~permanent capital, exceeding its risk-based capital requirement of ~~$4.0 billion~~.$3.7 billion. Total retained earnings were ~~$2.4~~$2.4 billion as of ~~September 30, 2013~~.March 31, 2014.

In light of the Bank’s strong regulatory capital position, the Bank plans to repurchase ~~$750~~$750 million in excess capital stock on ~~November 15, 2013~~.May 16, 2014. This repurchase, combined with the estimated redemption of up to ~~$65~~$6 million in mandatorily redeemable capital stock during the ~~fourth~~second quarter of 2014, will reduce the Bank’s excess capital stock by up to ~~$815 million~~.$756 million. The amount of excess capital stock to be repurchased from each shareholder will be based on the total amount of capital stock (including mandatorily redeemable capital stock) outstanding to all shareholders on the repurchase date. The Bank will repurchase an equal percentage of each shareholder’s total capital stock to the extent that the shareholder has sufficient excess capital stock.

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Financial Highlights

The following table presents a summary of certain financial information for the Bank for the periods indicated.

Financial Highlights

(Unaudited)


(Dollars in millions)	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Selected Balance Sheet Items at Quarter End
Total Assets	$	87,661		$	85,122		$	87,593		$	86,421		$	94,189		$	86,185		$	85,774		$	87,661		$	85,122		$	87,593
Advances	44,213			46,288			46,713			43,750			51,825			45,552			44,395			44,213			46,288			46,713
Mortgage Loans Held for Portfolio, Net	967			1,067			1,173			1,289			1,411			852			905			967			1,067			1,173
Investments⁽¹⁾	38,072			36,422			37,861			40,528			40,357			34,918			35,260			38,072			36,422			37,861
Consolidated Obligations:⁽²⁾
Bonds	56,102			60,686			64,296			70,310			73,371			53,184			53,207			56,102			60,686			64,296
Discount Notes	21,821			14,156			12,829			5,209			9,728			24,863			24,194			21,821			14,156			12,829
Mandatorily Redeemable Capital Stock	2,588			3,464			3,907			4,343			4,770			1,644			2,071			2,588			3,464			3,907
Capital Stock —Class B —Putable	3,526			3,784			3,951			4,160			4,464			3,325			3,460			3,526			3,784			3,951
Unrestricted Retained Earnings	316			316			290			246			204			312			317			316			316			290
Restricted Retained Earnings	2,056			2,056			2,013			2,001			1,979			2,069			2,077			2,056			2,056			2,013
Accumulated Other Comprehensive Income/(Loss)	(275		)	(354		)	(453		)	(794		)	(1,067		)
Accumulated Other Comprehensive Income/(Loss) (AOCI)																(64		)	(145		)	(275		)	(354		)	(453		)
Total Capital	5,623			5,802			5,801			5,613			5,580			5,642			5,709			5,623			5,802			5,801
Selected Operating Results for the Quarter
Net Interest Income	$	114		$	114		$	127		$	171		$	219		$	135		$	127		$	114		$	114		$	127
Provision for/(Reversal of) Credit Losses on Mortgage Loans	—			—			—			—			—			1			(1		)	—			—			—
Other Income/(Loss)	(22		)	36			(4		)	(28		)	(34		)	(48		)	(5		)	(22		)	36			(4		)
Other Expense	32			31			30			35			33			32			35			32			31			30
Assessments	11			15			12			14			15
Affordable Housing Program Assessment																9			14			11			15			12
Net Income/(Loss)	$	49		$	104		$	81		$	94		$	137		$	45		$	74		$	49		$	104		$	81
Selected Other Data for the Quarter
Net Interest Margin⁽³⁾	0.53		%	0.52		%	0.59		%	0.75		%	0.88		%	0.64		%	0.59		%	0.53		%	0.52		%	0.59		%
Operating Expenses as a Percent of Average Assets	0.13			0.13			0.12			0.14			0.11			0.14			0.15			0.13			0.13			0.12
Return on Average Assets	0.23			0.47			0.37			0.41			0.54			0.21			0.34			0.23			0.47			0.37
Return on Average Equity	3.48			7.11			5.59			6.73			10.25			3.11			5.20			3.48			7.11			5.59
Annualized Dividend Rate	5.14			3.38			2.30			2.51			0.47			6.67			5.65			5.14			3.38			2.30
Dividend Payout Ratio⁽⁴⁾	99.57			33.48			30.89			30.63			4.03			131.28			70.31			99.57			33.48			30.89
Average Equity to Average Assets Ratio	6.49			6.64			6.62			6.07			5.30			6.74			6.46			6.49			6.64			6.62
Selected Other Data at Quarter End
Regulatory Capital Ratio⁽⁵⁾	9.68			11.30			11.60			12.44			12.12			8.53			9.24			9.68			11.30			11.60
Duration Gap (in months)	1			1			1			(1		)	(1		)	1			1			1			1			1


(1)	Investments consist of securities purchased under agreements to resell, Federal funds sold, trading securities, available-for-sale securities, held-to-maturity securities, and loans to other Federal Home Loan Banks (FHLBanks).

(2)

As provided by the FHLBank Act or regulations governing the operations of the FHLBanks, all of the FHLBanks have joint and several liability for FHLBank consolidated obligations, which are backed only by the financial resources of the FHLBanks. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The Bank has never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of ~~September 30, 2013~~,March 31, 2014, and through the filing date of this report, does not believe that it is probable that it will be asked to do so. The par ~~amount~~value of the outstanding consolidated obligations of all 12 FHLBanks at the dates indicated was as follows:

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	Par Amount (In millions)		Par Value (In millions)
March 31, 2014			$	753,941
December 31, 2013			766,837
September 30, 2013	$	720,725	720,725
June 30, 2013	704,504		704,504
March 31, 2013	665,975		665,975
December 31, 2012	687,902
September 30, 2012	674,487


(3)	Net interest margin is net interest income (annualized) divided by average interest-earning assets.


(4)	This ratio is calculated as dividends per share divided by net income per share.


(5)	This ratio is calculated as regulatory capital divided by total assets. Regulatory capital includes retained earnings, Class B capital stock, and mandatorily redeemable capital stock (which is classified as a liability), but excludes ~~accumulated other comprehensive income.~~AOCI.

Results of Operations

The primary source of the ~~Bank’s~~Bank's earnings is net interest income, which is the interest earned on advances, mortgage loans, and investments, less interest paid on consolidated obligations, deposits, mandatorily redeemable capital stock, and other borrowings. The Average Balance Sheets ~~tables~~table that ~~follow present~~follows presents the average balances of ~~earning~~interest-earning asset categories and the sources that funded those ~~earning~~interest-earning assets (liabilities and capital) for the three ~~and~~ ~~nine~~months ended ~~September 30,~~March 31, 2014 and 2013, ~~and~~ ~~2012~~, together with the related interest income and expense. ~~They~~It also ~~present~~presents the average rates on total ~~earning~~interest-earning assets and the average costs of total funding sources.

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~~Third~~First Quarter of ~~2013~~2014 Compared ~~with~~ ~~Third~~to First Quarter of ~~2012~~2013

																													Average Balance Sheets

	Three Months Ended														Three Months Ended
	September 30, 2013							September 30, 2012							March 31, 2014							March 31, 2013
(Dollars in millions)	Average Balance			Interest Income/ Expense		Average Rate		Average Balance			Interest Income/ Expense		Average Rate		Average Balance			Interest Income/ Expense		Average Rate		Average Balance			Interest Income/ Expense		Average Rate
Assets
Interest-earning assets:
Interest-bearing deposits	$	62		$	—	0.04	%	$	6		$	—	0.15	%	$	187		$	—	0.02	%	$	14		$	—	0.12	%
Securities purchased under agreements to resell	110			—		0.05		4,048			2		0.16		1,178			—		0.03		2,058			1		0.13
Federal funds sold	10,334			4		0.13		5,974			3		0.17		9,830			3		0.11		9,863			4		0.18
Trading securities:
MBS	14			—		1.64		16			—		1.65
Mortgage-backed securities (MBS)															13			—		1.65		15			—		1.71
Other investments	3,197			1		0.21		3,792			6		0.67		3,177			1		0.18		3,385			2		0.23
Available-for-sale securities:⁽¹⁾
AFS securities:⁽¹⁾
MBS ⁽²⁾	7,510			69		3.66		8,740			77		3.50		7,028			71		4.11		8,164			69		3.41
Other investments	—			—		—		305			—		0.45
Held-to-maturity securities:⁽¹⁾
Held-to-maturity (HTM) securities:⁽¹⁾
MBS	14,941			96		2.55		16,629			120		2.87		15,133			95		2.54		14,452			99		2.79
Other investments	2,141			1		0.22		4,454			3		0.25		2,594			1		0.18		2,287			2		0.26
Mortgage loans held for portfolio	1,021			12		4.60		1,489			18		4.76		880			11		5.17		1,235			13		4.35
Deposits with other FHLBanks	—			—		0.01		—			—		0.05
Advances⁽³⁾	46,852			84		0.71		53,971			142		1.05		45,015			79		0.71		45,753			89		0.79
Loans to other FHLBanks	24			—		0.06		4			—		0.11		2			—		0.05		—			—		0.14
Total interest-earning assets	86,206			267		1.23		99,428			371		1.48		85,037			261		1.24		87,226			279		1.30
Other assets⁽⁴⁾⁽⁵⁾	1,161			—		—		313			—		—		925			—		—		1,010			—		—
Total Assets	$	87,367		$	267	1.21	%	$	99,741		$	371	1.48	%	$	85,962		$	261	1.23	%	$	88,236		$	279	1.28	%
Liabilities and Capital
Interest-bearing liabilities:
Consolidated obligations:
Bonds⁽³⁾	$	58,774		$	102	0.69	%	$	76,046		$	141	0.74	%	$	52,410		$	81	0.62	%	$	68,350		$	123	0.73	%
Discount notes	18,180			4		0.10		11,988			5		0.16		24,556			6		0.10		8,412			3		0.13
Deposits	282			—		0.13		635			—		0.02		643			—		0.05		348			—		0.04
Borrowings from other FHLBanks	—			—		—		5			—		0.13
Mandatorily redeemable capital stock	3,197			47		5.87		4,912			6		0.49		2,017			39		7.87		4,314			26		2.46
Other borrowings	22			—		0.06		1			—		0.22		15			—		0.06		43			—		0.11
Total interest-bearing liabilities	80,455			153		0.76		93,587			152		0.65		79,641			126		0.64		81,467			152		0.75
Other liabilities⁽⁴⁾	1,242			—		—		863			—		—		526			—		—		927			—		—
Total Liabilities	81,697			153		0.75		94,450			152		0.64		80,167			126		0.64		82,394			152		0.75
Total Capital	5,670			—		—		5,291			—		—		5,795			—		—		5,842			—		—
Total Liabilities and Capital	$	87,367		$	153	0.70	%	$	99,741		$	152	0.61	%	$	85,962		$	126	0.59	%	$	88,236		$	152	0.70	%
Net Interest Income				$	114						$	219						$	135						$	127
Net Interest Spread⁽⁶⁾						0.47	%						0.83	%						0.60	%						0.55	%
Net Interest Margin⁽⁷⁾						0.53	%						0.88	%						0.64	%						0.59	%
Interest-earning Assets/Interest-bearing Liabilities	107.15		%					106.24		%					106.78		%					107.07		%


(1)	The average balances of ~~available-for-sale~~AFS securities and ~~held-to-maturity~~HTM securities are reflected at amortized cost. As a result, the average rates do not reflect changes in fair value or non-credit-related OTTI ~~charges.~~losses.

(2)

Interest income on ~~available-for-sale~~AFS securities includes ~~the recovery~~accretion of ~~credit losses~~yield adjustments on other-than-temporarily impaired PLRMBS resulting from improvement in expected cash flows totaling $8$16 and $1$2 for the ~~third~~first quarter of 2014 and 2013, ~~and 2012,~~ respectively. ~~This recovery is the result~~ of ~~significant increases in cash flows expected to be collected over the remaining life of the securities~~.


(3)	Interest income/expense and average rates include the effect of associated interest rate exchange agreements, as follows:

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	Three Months Ended																		Three Months Ended
	September 30, 2013									September 30, 2012									March 31, 2014									March 31, 2013
(In millions)	(Amortization)/ Accretion of Hedging Activities			Net Interest Settlements			Total Net Interest Income/(Expense)			(Amortization)/ Accretion of Hedging Activities			Net Interest Settlements			Total Net Interest Income/(Expense)			(Amortization)/ Accretion of Hedging Activities			Net Interest Settlements			Total Net Interest Income/(Expense)			(Amortization)/ Accretion of Hedging Activities			Net Interest Settlements			Total Net Interest Income/(Expense)
Advances	$	(2	)	$	(33	)	$	(35	)	$	(4	)	$	(35	)	$	(39	)	$	(1	)	$	(32	)	$	(33	)	$	(2	)	$	(30	)	$	(32	)
Consolidated obligation bonds	10			86			96			15			128			143			1			65			66			16			113			129


(4)	Includes forward settling transactions and valuation adjustments for certain cash items.


(5)	Includes non-credit-related OTTI ~~charges~~losses on ~~available-for-sale~~AFS and ~~held-to-maturity~~HTM securities.


(6)	Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.


(7)	Net interest margin is net interest income (annualized) divided by average interest-earning assets.

Net interest income in the ~~third~~first quarter of ~~2013~~2014 was ~~$114~~$135 million,, a ~~48%decrease~~6% increase from ~~$219~~$127 million in the ~~third~~first quarter of ~~2012~~.2013. The following table details the changes in interest income and interest expense for the ~~third~~first quarter of ~~2013~~2014 compared ~~with~~to the ~~third~~first quarter of ~~2012~~.2013. Changes in both volume and interest rates influence changes in net interest income, net interest spread, and net interest margin.


Change in Net Interest Income: Rate/Volume Analysis Three Months Ended September 30, 2013, Compared with Three Months Ended September 30, 2012
Change in Net Interest Income: Rate/Volume Analysis Three Months Ended March 31, 2014, Compared to Three Months Ended March 31, 2013										Change in Net Interest Income: Rate/Volume Analysis Three Months Ended March 31, 2014, Compared to Three Months Ended March 31, 2013

	Increase/ (Decrease)			Attributable to Changes in⁽¹⁾						Increase/ (Decrease)			Attributable to Changes in⁽¹⁾
(In millions)				Average Volume			Average Rate						Average Volume			Average Rate
Interest-earning assets:
Securities purchased under agreements to resell	$	(2	)	$	(1	)	$	(1	)	$	(1	)	$	—		$	(1	)
Federal funds sold	1			2			(1		)	(1		)	—			(1		)
Trading securities: Other investments	(5		)	(1		)	(4		)	(1		)	—			(1		)
Available-for-sale securities:
AFS securities:
MBS	(8		)	(11		)	3			2			(11		)	13
Held-to-maturity securities:
HTM securities:
MBS	(24		)	(11		)	(13		)	(4		)	5			(9		)
Other investments	(2		)	(2		)	—			(1		)	—			(1		)
Mortgage loans held for portfolio	(6		)	(5		)	(1		)	(2		)	(4		)	2
Advances⁽²⁾	(58		)	(17		)	(41		)	(10		)	(1		)	(9		)
Total interest-earning assets	(104		)	(46		)	(58		)	(18		)	(11		)	(7		)
Interest-bearing liabilities:
Consolidated obligations:
Bonds⁽²⁾	(39		)	(30		)	(9		)	(42		)	(26		)	(16		)
Discount notes	(1		)	2			(3		)	3			4			(1		)
Mandatorily redeemable capital stock	41			(3		)	44			13			(20		)	33
Total interest-bearing liabilities	1			(31		)	32			(26		)	(42		)	16
Net interest income	$	(105	)	$	(15	)	$	(90	)	$	8		$	31		$	(23	)


(1)	Combined rate/volume variances, a third element of the calculation, are allocated to the rate and volume variances based on their relative sizes.


(2)	Interest income/expense and average rates include the interest effect of associated interest rate exchange agreements.

~~Net interest income included a de minimis amount of advance prepayment fees in the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~compared with~~ ~~$18 million~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012~~.

The net interest margin was 5364 basis points for the ~~third~~first quarter of ~~2013~~, 352014, 5 basis points ~~lower~~higher than the net interest margin for the ~~third~~first quarter of ~~2012~~,2013, which was 8859 basis points. The net interest spread was 4760 basis points for the ~~third~~first quarter of ~~2013~~, 362014, 5 basis points ~~lower~~higher than the net interest spread for the ~~third~~first quarter of ~~2012~~,2013, which was 8355 basis points. These increases were primarily due to accretion of yield adjustments on certain other-than-temporarily impaired PLRMBS resulting from improvement in expected cash flows and to improved spreads on interest-earning assets primarily resulting from lower funding costs, partially offset by an increase in dividends on mandatorily

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~~basis points. These decreases were primarily due to the increase in dividends on mandatorily~~ redeemable capital stock, which are classified as interest expense, and ~~to the decline~~a decrease in earnings on invested ~~capital.~~capital because of lower average capital balances and the lower interest rate environment.

Member demand for wholesale funding from the Bank can vary greatly depending on a number of factors, including economic and market conditions, competition from other wholesale funding sources, member deposit inflows and outflows, the activity level of the primary and secondary mortgage markets, and strategic decisions made by individual member institutions. As a result, Bank asset levels and operating results may vary significantly from period to period.

Other Income/(Loss). The following table presents the components of “Other Income/(Loss)” for the three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~.2013.

Other Income/(Loss)

Three Months Ended
(In millions) September 30, 2013
September 30, 2012
Other Income/(Loss):
Net gain/(loss) on trading securities⁽¹⁾
$ (2 ) $ (5 )
Total OTTI loss (5 ) (17 )
Net amount of OTTI loss reclassified to/(from) accumulated other comprehensive income/(loss) 2
13
Net OTTI loss, credit-related (3 ) (4 )
Net gain/(loss) on advances and consolidated obligation bonds held under fair value option (17 ) 6
Net gain/(loss) on derivatives and hedging activities (2 ) (33 )
Other 2
2
Total Other Income/(Loss) $ (22 ) $ (34 )

~~(1) The net gain/(loss) on trading securities that were economically hedged totaled $(1) million and $(5) million for the three months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012, respectively.~~

~~Net Other-Than-Temporary Impairment Loss, Credit-Related~~ – Each quarter, the Bank updates its OTTI analysis to reflect current housing market conditions, changes in anticipated housing market conditions, observed and anticipated borrower behavior, and updated information on the loans supporting the Bank’s PLRMBS. The ~~$3 million~~ ~~credit-related OTTI charge reflected the impact of modest additional projected losses on loan collateral underlying certain of the Bank’s PLRMBS, based on the Bank’s OTTI analyses for the~~ ~~third~~ ~~quarter of~~ ~~2013. The following table presents the net OTTI loss for the three months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012~~.

~~Table of Contents~~

Net Other-Than-Temporary Impairment Loss

Three Months Ended
September 30, 2013 September 30, 2012
(In millions)
Total
OTTI

Non-Credit-
Related
OTTI

Credit-
Related
OTTI

Total
OTTI

Non-Credit-
Related
OTTI

Credit-
Related
OTTI

Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime $ (1 ) $ —
$ (1 ) $ (3 ) $ 2
$ (1 )
Alt-A, option ARM —
—
—
1
(2 ) (1 )
Alt-A, other (4 ) 2
(2 ) (15 ) 13
(2 )
Total $ (5 ) $ 2
$ (3 ) $ (17 ) $ 13
$ (4 )

Other-than-temporarily impaired PLRMBS by period:
Securities newly impaired during the period $ (1 )    $ 1
   $ —
   $ (15 )    $ 15
   $ —
Securities previously impaired prior to current period⁽¹⁾
(4 )    1
   (3 )    (2 )    (2 )    (4 )
Total $ (5 )    $ 2
   $ (3 )    $ (17 )    $ 13
   $ (4 )

~~(1)~~

~~For the three months ended~~ ~~September 30, 2013, “securities previously impaired prior to current year” represents all securities that were also other-than-temporarily impaired prior to July 1, 2013. For the three months ended~~ ~~September 30, 2012, “securities previously impaired prior to current year” represents all securities that were also other-than-temporarily impaired prior to July 1, 2012.~~

Additional information about the OTTI charge is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Investments” and in “Item 1. Financial Statements – ~~Note 6 – Other-Than-Temporary Impairment Analysis~~.”

~~Net Gain/(Loss) on Advances and Consolidated Obligation Bonds Held Under Fair Value Option –~~ ~~The following table presents the net gain/(loss) on advances and consolidated obligation bonds held under the fair value option for the three months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012~~.

Net Gain/(Loss) on Advances and Consolidated Obligation Bonds Held Under Fair Value Option

Three Months Ended
(In millions) September 30, 2013
September 30, 2012
Advances $ (9 ) $ 24
Consolidated obligation bonds (8 ) (18 )
Total $ (17 ) $ 6

In general, transactions elected for the fair value option are in economic hedge relationships. Gains or losses on these transactions are generally offset by losses or gains on derivatives that economically hedge these instruments.

The unrealized net fair value gain/(loss) on advances and consolidated obligation bonds was primarily driven by the cumulative effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the actual terms on the Bank’s advances and consolidated obligation bonds during the period.

~~Additional information about advances and consolidated obligation bonds held under the fair value option is provided in “Item 1. Financial Statements –~~ ~~Note 16 – Fair Value~~.”

~~Net Gain/(Loss) on Derivatives and Hedging Activities –~~ The following table shows the accounting classification of hedges and the categories of hedged items that contributed to the gains and losses on derivatives and hedged items that were recorded in “Net gain/(loss) on derivatives and hedging activities” in the ~~third~~ ~~quarter of~~ ~~2013~~ ~~and~~ ~~2012~~.

~~Table of Contents~~

Sources of Gains/(Losses) Recorded in Net Gain/(Loss) on Derivatives and Hedging Activities
Three Months Ended September 30, 2013, Compared with Three Months Ended September 30, 2012

Three Months Ended
(In millions) September 30, 2013 September 30, 2012
Gain/(Loss)
Net Interest
Income/
(Expense) on

Gain/(Loss)
Net Interest
Income/
(Expense) on

Hedged Item
Fair Value
Hedges, Net

Economic
Hedges

Economic
Hedges

Total

Fair Value
Hedges, Net

Economic
Hedges

Economic
Hedges

Total
Advances:
Elected for fair value option $ —
$ 6
$ (28 ) $ (22 ) $ —
$ (18 ) $ (30 ) $ (48 )
Not elected for fair value option —
3
(3 ) —
—
1
(5 ) (4 )
Consolidated obligation bonds:

Elected for fair value option —
9
16
25
—
19
9
28
Not elected for fair value option (1 ) (28 ) 26
(3 ) (3 ) (30 ) 37
4
Consolidated obligation discount notes:
Not elected for fair value option —
5
(6 ) (1 ) —
(1 ) (10 ) (11 )
Non-MBS investments:
Not elected for fair value option —
—
(1 ) (1 ) —
1
(3 ) (2 )
Total $ (1 ) $ (5 ) $ 4
$ (2 ) $ (3 ) $ (28 ) $ (2 ) $ (33 )

~~During the~~ ~~third~~ ~~quarter of~~ ~~2013, the net~~ ~~loss~~ ~~on derivatives and hedging activities totaled~~ ~~$2 million, compared with a net~~ ~~loss~~ of ~~$33 million~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. These amounts included net interest~~ ~~income~~ of ~~$4 million~~ ~~and net interest expense of~~ ~~$2 million~~ ~~on derivative instruments used in economic hedges in the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~and~~ ~~2012~~, respectively. Excluding the impact of net interest income or expense on derivative instruments used in economic hedges, the net gain or loss on fair value and economic hedges was primarily associated with the cumulative effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors during the period.

The ongoing impact of these valuation adjustments on the Bank cannot be predicted, and the Bank’s retained earnings in the future may not be sufficient to fully offset the impact of these valuation adjustments. The effects of these valuation adjustments may lead to significant volatility in future earnings, including earnings available for dividends.

~~Additional information about derivatives and hedging activities is provided in “Item 1. Financial Statements –~~ ~~Note 15 – Derivatives and Hedging Activities~~.”

~~Table of Contents~~

~~Nine Months EndedSeptember 30, 2013, Compared with~~ ~~Nine Months EndedSeptember 30, 2012~~

Average Balance Sheets

Nine Months Ended
September 30, 2013 September 30, 2012
(Dollars in millions)
Average
Balance

Interest
Income/
Expense


Average
Rate

Average
Balance

Interest
Income/
Expense


Average
Rate

Assets
Interest-earning assets:
Interest-bearing deposits $ 32
$ —
0.06 % $ 16
$ —
0.12 %
Securities purchased under agreements to resell 1,072
1
0.12
2,397
3
0.16
Federal funds sold 10,318
12
   0.15
8,080
9
0.15
Trading securities:
MBS 15
—
1.68
17
—
1.84
Other investments 3,314
5
0.22
3,432
19
0.73
Available-for-sale securities:⁽¹⁾

MBS⁽²⁾
7,842
206
3.52
9,054
240
3.54
Other investments —
—
—
968
3
0.48
Held-to-maturity securities:⁽¹⁾

MBS 14,654
289
   2.64
15,775
363
3.07
Other investments 2,212
4
   0.24
4,699
8
0.23
Mortgage loans held for portfolio 1,127
38
   4.51
1,624
60
4.95
Advances⁽³⁾
46,341
262
   0.76
59,102
455
1.03
Deposits with other FHLBanks —
—
0.03
—
—
0.05
Loans to other FHLBanks 10
—
   0.07
3
—
0.12
Total interest-earning assets 86,937
817
   1.26
105,167
1,160
   1.47
Other assets⁽⁴⁾⁽⁵⁾
1,061
—
   —
539
—
   —
Total Assets $ 87,998
$ 817
   1.24 % $ 105,706
$ 1,160
   1.47 %
Liabilities and Capital
Interest-bearing liabilities:
Consolidated obligations:
Bonds⁽³⁾
$ 63,256
$ 342
   0.72 % $ 74,895
$ 445
0.79 %
Discount notes 13,803
11
   0.11
18,671
18
0.13
Deposits 264
—
   0.13
700
—
0.02
Borrowings from other FHLBanks —
—
   —
6
—
0.12
Mandatorily redeemable capital stock 3,729
109
   3.92
5,204
20
0.51
Other borrowings 30
—
   0.09
1
—
0.22
Total interest-bearing liabilities 81,082
462
   0.76
99,477
483
   0.65
Other liabilities⁽⁴⁾
1,121
—
—
1,146
—
—
Total Liabilities 82,203
462
   0.75
100,623
483
   0.64
Total Capital 5,795
—
   —
5,083
—
—
Total Liabilities and Capital $ 87,998
$ 462
   0.70 % $ 105,706
$ 483
   0.61 %
Net Interest Income $ 355
   $ 677

Net Interest Spread⁽⁶⁾
   0.50 %    0.82 %
Net Interest Margin⁽⁷⁾
   0.55 %    0.86 %
Interest-earning Assets/Interest-bearing Liabilities 107.22 %    105.72 %


~~(1)~~	The average balances of available-for-sale securities and held-to-maturity securities are reflected at amortized cost. As a result, the average rates do not reflect changes in fair value or non-credit-related OTTI charges.


~~(2)~~	Interest income on available-for-sale securities includes the recovery of credit losses on other-than-temporarily impaired PLRMBS totaling $13 and $6 for the third quarter of 2013 and 2012, respectively. This recovery is the result of ~~significant increases in cash flows expected to be collected over the remaining life of the securities~~.


~~(3)~~	~~Interest income/expense and average rates include the effect of associated interest rate exchange agreements, as follows:~~

~~Table of Contents~~

Nine Months Ended
September 30, 2013 September 30, 2012
(In millions)
(Amortization)/
Accretion of
Hedging
Activities

Net Interest
Settlements

Total Net Interest
Income/(Expense)

(Amortization)/
Accretion of
Hedging
Activities

Net Interest
Settlements

Total Net Interest
Income/(Expense)

Advances $ (6 ) $ (94 ) $ (100 ) $ (12 ) $ (110 ) $ (122 )
Consolidated obligation bonds 43
299
342
45
399
444


~~(4)~~	~~Includes forward settling transactions and valuation adjustments for certain cash items.~~


~~(5)~~	~~Includes non-credit-related OTTI charges on available-for-sale and held-to-maturity securities.~~


~~(6)~~	~~Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.~~


~~(7)~~	~~Net interest margin is net interest income (annualized) divided by average interest-earning assets.~~

~~Net interest income in the first~~ ~~nine~~ ~~months of~~ ~~2013~~ ~~was~~ ~~$355 million, a~~ ~~48%decrease~~ ~~from~~ ~~$677 million~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012. The following table details the changes in interest income and interest expense for the first~~ ~~nine~~ ~~months of~~ ~~2013~~ ~~compared with the first~~ ~~nine~~ ~~months of~~ ~~2012. Changes in both volume and interest rates influence changes in net interest income, net interest spread, and net interest margin.~~

Change in Net Interest Income: Rate/Volume Analysis
Nine Months Ended September 30, 2013, Compared with Nine Months Ended September 30, 2012

Increase/
(Decrease)

Attributable to Changes in⁽¹⁾
(In millions) Average Volume
Average Rate
Interest-earning assets:
Securities purchased under agreements to resell $ (2 ) $ (1 ) $ (1 )
Federal funds sold 3
3
—
Trading securities:
Other investments (14 ) (1 ) (13 )
Available-for-sale securities:
MBS (34 ) (33 ) (1 )
Other investments (3 ) (3 ) —
Held-to-maturity securities:
MBS (74 ) (25 ) (49 )
Other investments (4 ) (4 ) —
Mortgage loans held for portfolio (22 ) (17 ) (5 )
Advances⁽²⁾
(193 ) (87 ) (106 )
Total interest-earning assets (343 ) (168 ) (175 )
Interest-bearing liabilities:
Consolidated obligations:
Bonds⁽²⁾
(103 ) (66 ) (37 )
Discount notes (7 ) (4 ) (3 )
Mandatorily redeemable capital stock 89
(7 ) 96
Total interest-bearing liabilities (21 ) (77 ) 56
Net interest income $ (322 ) $ (91 ) $ (231 )


~~(1)~~	~~Combined rate/volume variances, a third element of the calculation, are allocated to the rate and volume variances based on their relative sizes.~~


~~(2)~~	~~Interest income/expense and average rates include the interest effect of associated interest rate exchange agreements.~~

~~Net interest income included advance prepayment fees of~~ ~~$2 million~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2013~~ ~~compared with~~ ~~$41 million~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012~~.

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~~The net interest margin was~~ 55 ~~basis points for the first~~ ~~nine~~ ~~months of~~ ~~2013~~, 31 ~~basis points~~ ~~lower~~ ~~than the net interest margin for the first~~ ~~nine~~ ~~months of~~ ~~2012, which was~~ 86 ~~basis points. The net interest spread was~~ 50 ~~basis points for the first~~ ~~nine~~ ~~months of~~ ~~2013~~, 32 ~~basis points~~ ~~lower~~ ~~than the net interest spread for the first~~ ~~nine~~ ~~months of~~ ~~2012, which was~~ 82 basis points. These decreases were primarily due to the increase in dividends on mandatorily redeemable capital stock, which are classified as interest expense, and to the decline in earnings on invested capital.

~~Other Income/(Loss).The following table presents the components of “Other Income/(Loss)” for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012~~.

Other Income/(Loss)

Nine Months Ended
(In millions) September 30, 2013
September 30, 2012
Other Income/(Loss):
Net gain/(loss) on trading securities⁽¹⁾
$ 1
$ (10 )
Total OTTI loss (13 ) (46 )
Net amount of OTTI loss reclassified to/(from) accumulated other comprehensive income/(loss) 7
12
Net OTTI loss, credit-related (6 ) (34 )
Net gain/(loss) on advances and consolidated obligation bonds held under fair value option (6 ) 6
Net gain/(loss) on derivatives and hedging activities 16
(103 )
Other 5
5
Total Other Income/(Loss) $ 10
$ (136 )

~~(1) The net gain/(loss) on trading securities that were economically hedged totaled $1 million and $(10) million for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012, respectively.~~



Other Income/(Loss)

	Three Months Ended
(In millions)	March 31, 2014			March 31, 2013
Other Income/(Loss):
Net gain/(loss) on trading securities	$	—		$	2
Total OTTI loss	(1		)	(4		)
Net amount of OTTI loss reclassified to/(from) AOCI	1			1
Net OTTI loss, credit-related	—			(3		)
Net gain/(loss) on advances and consolidated obligation bonds held under fair value option	(39		)	(11		)
Net gain/(loss) on derivatives and hedging activities	(10		)	6
Other	1			2
Total Other Income/(Loss)	$	(48	)	$	(4	)

Net Other-Than-Temporary Impairment Loss, Credit-Related – Each quarter, the Bank updates its OTTI analysis to reflect current housing market conditions, changes in anticipated housing market conditions, observed and anticipated borrower behavior, and updated information on the loans supporting the Bank's PLRMBS. ~~The~~ ~~$6 million~~This analysis resulted in a de minimis credit-related OTTI ~~charge reflected the impact of modest additional projected losses on loan collateral underlying certain of the Bank's PLRMBS, based on the Bank's OTTI analysis~~loss for the first ~~nine~~ ~~months~~quarter of ~~2013~~.2014. The following table presents the net OTTI loss for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and 2013.~~2012~~.

6963

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																																		Net Other-Than-Temporary Impairment Loss

	Nine Months Ended																	Three Months Ended
	September 30, 2013								September 30, 2012									March 31, 2014							March 31, 2013
(In millions)	Total OTTI			Non-Credit- Related OTTI		Credit- Related OTTI			Total OTTI			Non-Credit- Related OTTI			Credit- Related OTTI			Total OTTI			Non-Credit- Related OTTI		Credit- Related OTTI		Total OTTI			Non-Credit- Related OTTI			Credit- Related OTTI
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	(1	)	$	—	$	(1	)	$	(3	)	$	2		$	(1	)	$	—		$	—	$	—	$	—		$	—		$	—
Alt-A, option ARM	(3		)	3		—			(4		)	(3		)	(7		)	—			—		—		(3		)	3			—
Alt-A, other	(9		)	4		(5		)	(39		)	13			(26		)	(1		)	1		—		(1		)	(2		)	(3		)
Total	$	(13	)	$	7	$	(6	)	$	(46	)	$	12		$	(34	)	$	(1	)	$	1	$	—	$	(4	)	$	1		$	(3	)

Other-than-temporarily impaired PLRMBS by period:
Securities newly impaired during the period	$	(4	)	$	4	$	—		$	(24	)	$	24		$	—		$	—		$	—	$	—	$	(3	)	$	3		$	—
Securities previously impaired prior to current period⁽¹⁾	(9		)	3		(6		)	(22		)	(12		)	(34		)	(1		)	1		—		(1		)	(2		)	(3		)
Total	$	(13	)	$	7	$	(6	)	$	(46	)	$	12		$	(34	)	$	(1	)	$	1	$	—	$	(4	)	$	1		$	(3	)

(1)

For the ~~nine~~three months ended ~~September 30,~~March 31, 2014, “securities previously impaired prior to current period” represents all securities that were also other-than-temporarily impaired prior to January 1, 2014. For the three months ended March 31, 2013, “securities previously impaired prior to current period” represents all securities that were also other-than-temporarily impaired prior to January 1, ~~2013. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2012, “securities previously impaired prior to current period” represents all securities that were also other-than-temporarily impaired prior to~~ ~~January 1, 2012~~.2013.

Additional information about the OTTI ~~charge~~loss is provided in “Management's Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Investments” and in “Item 1. Financial Statements – Note 6 – Other-Than-Temporary Impairment Analysis.”

Net Gain/(Loss) on Advances and Consolidated Obligation Bonds Held Under Fair Value Option – The following table presents the net gain/(loss) on advances and consolidated obligation bonds held under the fair value option for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and 2013.~~2012~~.

													Net Gain/(Loss) on Advances and Consolidated Obligation Bonds Held Under Fair Value Option

	Nine Months Ended						Three Months Ended
(In millions)	September 30, 2013			September 30, 2012			March 31, 2014			March 31, 2013
Advances	$	(141	)	$	7		$	8		$	(26	)
Consolidated obligation bonds	135			(1		)	(47		)	15
Total	$	(6	)	$	6		$	(39	)	$	(11	)

In general, transactions elected for the fair value option are in economic hedge relationships. Gains or losses on these transactions are generally offset by losses or gains on the derivatives that economically hedge these instruments.

The unrealized net fair value ~~gain/(loss)~~gains/(losses) on advances and on consolidated obligation bonds ~~was~~were primarily driven by the ~~cumulative~~ effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the actual terms on the ~~Bank’s~~Bank's advances and consolidated obligation bonds during the period.

Additional information about advances and consolidated obligation bonds held under the fair value option is provided in “Item 1. Financial Statements – Note 16 – Fair ~~Value~~.Value.”

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Net Gain/(Loss) on Derivatives and Hedging Activities – The following table shows the accounting classification of hedges and the categories of hedged items that contributed to the gains and losses on derivatives and hedged items

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that were recorded in “Net gain/(loss) on derivatives and hedging activities” in the first ~~nine~~ ~~months~~quarter of ~~2013~~2014 and ~~2012~~.2013.


Sources of Gains/(Losses) Recorded in Net Gain/(Loss) on Derivatives and Hedging Activities Nine Months Ended September 30, 2013, Compared with Nine Months Ended September 30, 2012
Sources of Gains/(Losses) Recorded in Net Gain/(Loss) on Derivatives and Hedging Activities Three Months Ended March 31, 2014, Compared to Three Months Ended March 31, 2013																									Sources of Gains/(Losses) Recorded in Net Gain/(Loss) on Derivatives and Hedging Activities Three Months Ended March 31, 2014, Compared to Three Months Ended March 31, 2013

																									Three Months Ended
(In millions)	September 30, 2013												September 30, 2012												March 31, 2014												March 31, 2013
	Gain/(Loss)						Net Interest Income/ (Expense) on						Gain/(Loss)						Net Interest Income/ (Expense) on						Gain/(Loss)						Income/ (Expense) on						Gain/(Loss)						Income/ (Expense) on
Hedged Item	Fair Value Hedges, Net			Economic Hedges			Economic Hedges			Total			Fair Value Hedges, Net			Economic Hedges			Economic Hedges			Total			Fair Value Hedges, Net			Economic Hedges			Economic Hedges			Total			Fair Value Hedges, Net			Economic Hedges			Economic Hedges			Total
Advances:
Elected for fair value option	$	—		$	122		$	(85	)	$	37		$	—		$	(37	)	$	(98	)	$	(135	)	$	—		$	5		$	(28	)	$	(23	)	$	—		$	34		$	(28	)	$	6
Not elected for fair value option	2			14			(12		)	4			1			6			(16		)	(9		)	—			3			(3		)	—			—			5			(5		)	—
Consolidated obligation bonds:
Elected for fair value option	—			(87		)	50			(37		)	—			45			24			69			—			17			12			29			—			(19		)	17			(2		)
Not elected for fair value option	(4		)	(101		)	107			2			(19		)	(85		)	113			9			(2		)	(7		)	4			(5		)	(2		)	(39		)	41			—
Consolidated obligation discount notes:
Not elected for fair value option	—			25			(15		)	10			—			—			(35		)	(35		)	—			(3		)	(7		)	(10		)	—			5			(4		)	1
MBS:
Not elected for fair value option																									—			(1		)	—			(1		)	—			—			—			—
Non-MBS investments:
Not elected for fair value option	—			1			(1		)	—			—			6			(8		)	(2		)	—			—			—			—			—			1			—			1
Total	$	(2	)	$	(26	)	$	44		$	16		$	(18	)	$	(65	)	$	(20	)	$	(103	)	$	(2	)	$	14		$	(22	)	$	(10	)	$	(2	)	$	(13	)	$	21		$	6

During the first ~~nine~~ ~~months~~quarter of ~~2013~~2014, ~~the~~ net ~~gain~~losses on derivatives and hedging activities totaled ~~$16~~$10 million, compared ~~with a~~to net ~~loss~~gains of ~~$103~~$6 million in the first ~~nine~~ ~~months~~quarter of ~~2012~~.2013. These amounts included ~~net interest~~ ~~income~~ of ~~$44 million~~ ~~and net interest~~ expense of ~~$20~~$22 million and income of $21 million resulting from cash flow settlements on derivative instruments used in economic hedges in the first ~~nine~~ ~~months~~quarter of ~~2013~~2014 and ~~2012~~,2013, respectively. Excluding the impact of ~~net interest~~ income or expense from cash flow settlements on derivative instruments used in economic hedges, the net ~~gain~~gains or ~~loss~~losses on fair value and economic hedges ~~was~~were primarily associated with the ~~cumulative~~ effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors during the period.

The ongoing impact of these valuation adjustments on the Bank cannot be predicted and the ~~Bank's retained earnings in the future may not be sufficient to fully offset the impact of these valuation adjustments. The~~ effects of these valuation adjustments may lead to significant volatility in future earnings, including earnings available for dividends.

Additional information about derivatives and hedging activities is provided in “Item 1. Financial Statements – Note 15 – Derivatives and Hedging Activities.”

Return on Average Equity

Return on average equity (ROE) was ~~3.48%~~ ~~(annualized) for the~~ ~~third~~ ~~quarter of~~ ~~2013, compared with~~ ~~10.25%~~ ~~(annualized) for the~~ ~~third~~ ~~quarter of~~ ~~2012. This decrease reflected the decrease in net income in the~~ ~~third~~ ~~quarter of~~ ~~2013, and higher average equity, which rose~~ 8%~~, to~~ ~~$5.7 billion~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~from~~ ~~$5.3 billion~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012~~.

~~ROE was~~ ~~5.41%~~3.11% (annualized) for the first ~~nine~~ ~~months~~quarter of ~~2013~~,2014, compared ~~with~~ ~~10.43%~~to 5.59% (annualized) for the first ~~nine~~ ~~months~~quarter of ~~2012. This decrease reflected~~2013, reflecting the decrease in net income in the first ~~nine~~ ~~months~~quarter of ~~2013, and higher average equity, which rose~~ ~~14%~~,2014 relative to~~$5.8 billion~~ in the first ~~nine~~ ~~months~~quarter of ~~2013~~ ~~from~~ ~~$5.1 billion~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012~~.2013.

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Dividends and Retained Earnings

On July 26, 2013, the Bank’s Board of Directors approved revisions to the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework to incorporate the content of the Retained Earnings and Dividend Policy, eliminating the need for a separate, stand-alone policy. The Excess Stock Repurchase, Retained Earnings, and Dividend Framework summarizes the Bank’s capital risk management principles, strategy, and objectives, as well as its policies, analysis, and practices with respect to restricted retained earnings, dividend payments, and the repurchase of excess capital stock.

Under regulations governing the operations of the FHLBanks, dividends may be paid only out of current net earnings or previously retained earnings. As required by the regulations, the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework is reviewed at least annually by the Bank’s Board of Directors. The

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Board of Directors may amend the Excess Stock Repurchase, Retained Earnings, and Dividend Framework from time to time. In accordance with the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework, the Bank retains certain amounts in restricted retained earnings, which are not made available for dividends in the current dividend period. The Bank may be restricted from paying dividends if it is not in compliance with any of its minimum capital requirements or if payment would cause the Bank to fail to meet any of its minimum capital requirements. In addition, the Bank may not pay dividends if any principal or interest due on any consolidated obligation has not been paid in full or is not expected to be paid in full, or, under certain circumstances, if the Bank fails to satisfy certain liquidity requirements under applicable regulations.

The regulatory liquidity requirements state that each FHLBank must: (i) maintain eligible high quality assets (advances with a maturity not exceeding five years, U.S. Treasury securities investments, and deposits in banks or trust companies) in an amount equal to or greater than the deposits received from members, and (ii) hold contingent liquidity in an amount sufficient to meet its liquidity needs for at least five business days without access to the consolidated obligations markets. At March 31, 2014, advances maturing within five years totaled $43.6 billion, significantly in excess of the $275 million of member deposits on that date. At December 31, 2013, advances maturing within five years totaled $42.2 billion, also significantly in excess of the $193 million of member deposits on that date. In addition, as of March 31, 2014, and December 31, 2013, the Bank’s estimated total sources of funds obtainable from liquidity investments, repurchase agreement borrowings collateralized by the Bank’s marketable securities, and advance repayments would have allowed the Bank to meet its liquidity needs for more than 90 days without access to the consolidated obligations markets, subject to certain conditions. For more information, see “Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition – Risk Management – Liquidity Risk” in the Bank’s 2013 Form 10-K.

The Bank’s Risk Management Policy ~~may limit~~limits the payment of dividends based on the ratio of the Bank’s estimated market value of total capital to par value of capital stock. If this ratio at the end of any quarter is less than 100% but greater than or equal to 70%, any dividend would be limited to an annualized rate no greater than the daily average of the three-month London Interbank Offered Rate (LIBOR) for the applicable quarter (subject to certain conditions), and if this ratio is less than 70%, the Bank would be restricted from paying a dividend. The ratio of the Bank’s estimated market value of total capital to par value of capital stock was ~~140.0%~~151% as of ~~September 30, 2013~~.March 31, 2014. For more information, see “Item 7. ~~Management’s~~Management's Discussion and Analysis of Results of Operations and Financial Condition – Risk Management – Market Risk” in the Bank’s ~~2012~~2013 Form 10-K.

The regulatory liquidity requirements state that each FHLBank must: (i) maintain eligible high quality assets (advances with a maturity not exceeding five years, U.S. Treasury securities investments, and deposits in banks or trust companies) in an amount equal to or greater than the deposits received from members, and (ii) hold contingent liquidity in an amount sufficient to meet its liquidity needs for at least five business days without access to the consolidated obligations markets. At ~~September 30, 2013, advances maturing within five years totaled~~ ~~$41.3 billion, significantly in excess of the~~ ~~$266 million~~ ~~of member deposits on that date. At~~ ~~December 31, 2012, advances maturing within five years totaled~~ ~~$40.5 billion, also significantly in excess of the~~ ~~$227 million~~ ~~of member deposits on that date. In addition, as of~~ ~~September 30, 2013, and~~ ~~December 31, 2012~~, the Bank’s estimated total sources of funds obtainable from liquidity investments, repurchase agreement borrowings collateralized by the Bank’s marketable securities, and advance repayments would have allowed the Bank to meet its liquidity needs for more than 90 days without access to the consolidated obligations markets, subject to certain conditions.

Retained Earnings Related to Valuation Adjustments – In accordance with the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework, the Bank retains in restricted retained earnings any cumulative net gains in earnings (net of applicable assessments) resulting from valuation adjustments.

In general, the Bank’s derivatives and hedged instruments, as well as certain assets and liabilities that are carried at fair value, are held to the maturity, call, or put date. For these financial instruments, net valuation gains or losses are primarily a matter of timing and will generally reverse through changes in future valuations and settlements of contractual interest cash flows over the remaining contractual terms to maturity, or by the exercised call or put dates. However, the Bank may have instances in which hedging relationships are terminated prior to maturity or prior to the call or put dates. Terminating the hedging relationship may result in a realized gain or loss. In addition, the Bank may have instances in which it may sell trading securities prior to maturity, which may also result in a realized gain or loss.

~~Table of Contents~~

~~As the cumulative net valuation gains are reversed by periodic net losses and settlements~~The purpose of ~~contractual interest cash flows, the amount of the~~retaining cumulative net gains ~~decreases. The amount of retained~~in earnings ~~under this provision of the policy is therefore decreased. In this case, the potential dividend payout in a given period will be substantially the same as it would have been without the effects of~~resulting from valuation adjustments ~~provided that at the end of the period the cumulative net effect since inception remains a net gain. The purpose of the valuation adjustments category of~~as restricted retained earnings is to provide sufficient retained earnings to offset future net losses that result from the reversal of cumulative net gains, so that potential dividend payouts in future periods are not necessarily affected by the reversals of these gains. Although restricting retained earnings in ~~accordance with~~ this ~~provision of the policy~~way may ~~help~~ preserve the Bank’s ability to pay dividends, the reversal of cumulative net gains in any given period may result in a net loss if the reversal exceeds net earnings before the impact of valuation adjustments for that period.

Other Retained Earnings – Targeted Buildup – In addition to any cumulative net gains resulting from valuation adjustments, the Bank holds an additional amount in restricted retained earnings intended to protect paid-in capital

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from the effects of an extremely adverse credit event, an extremely adverse operations risk event, ~~an extremely high level of quarterly losses~~a cumulative net loss related to the Bank’s derivatives and associated hedged items and financial instruments carried at fair value, an extremely adverse change in the market value of the Bank’s capital, ~~and~~ a significant amount of additional credit-related OTTI on PLRMBS, or some combination of these effects, especially in periods of extremely low net income resulting from an adverse interest rate environment.

The Board of Directors set the targeted amount of restricted retained earnings at ~~$1.8~~$1.8 billion,, and the Bank reached this target as of March 31, 2012. The Bank’s retained earnings target may be changed at any time. The Board of Directors ~~will~~ periodically ~~review~~reviews the methodology and analysis to determine whether any adjustments are appropriate. As of ~~September 30, 2013~~,March 31, 2014, the amount of restricted retained earnings in the ~~Bank’s~~Bank's targeted buildup account was ~~$1.8 billion~~.$1.8 billion.

Joint Capital Enhancement Agreement – In 2011, the 12 FHLBanks entered into a Joint Capital Enhancement Agreement, as amended, ~~which is~~ intended to enhance the capital position of each FHLBank by allocating that portion of each FHLBank’s earnings historically paid to satisfy its ~~REFCORP~~Resolution Funding Corporation (REFCORP) obligation to a separate retained earnings account at that FHLBank.

On August 5, 2011, the Finance Agency certified that the FHLBanks had fully satisfied their REFCORP obligation. In accordance with the Agreement, starting in the third quarter of 2011, each FHLBank is required to allocate 20% of its net income each quarter to a separate restricted retained earnings account until the balance of the account equals at least 1% of that FHLBank’s average balance of outstanding consolidated obligations for the previous quarter. Under the Agreement, these restricted retained earnings will not be available to pay dividends.

The following ~~tables summarize~~table summarizes the activity related to restricted retained earnings for the three ~~and~~ ~~nine~~months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~:2013:

Three Months Ended
September 30, 2013 September 30, 2012
Restricted Retained Earnings Related to: Restricted Retained Earnings Related to:
(In millions) Valuation Adjustments
Targeted Buildup
Joint Capital Enhancement Agreement
Total
Valuation Adjustments
Targeted Buildup
Joint Capital Enhancement Agreement
Total
Balance at beginning of the period $ 92
$ 1,800
$ 164
$ 2,056
$ 72
$ 1,800
$ 82
$ 1,954
Transfers to/(from) restricted retained earnings (10 ) —
10
—
(2 ) —
27
25
Balance at end of the period $ 82
$ 1,800
$ 174
$ 2,056
$ 70
$ 1,800
$ 109
$ 1,979

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	Nine Months Ended																	Three Months Ended
	September 30, 2013								September 30, 2012									March 31, 2014										March 31, 2013
	Restricted Retained Earnings Related to:								Restricted Retained Earnings Related to:									Restricted Retained Earnings Related to:										Restricted Retained Earnings Related to:
(In millions)	Valuation Adjustments		Targeted Buildup		Joint Capital Enhancement Agreement		Total		Valuation Adjustments			Targeted Buildup		Joint Capital Enhancement Agreement		Total		Valuation Adjustments			Targeted Buildup		Joint Capital Enhancement Agreement		Total			Valuation Adjustments			Targeted Buildup		Joint Capital Enhancement Agreement		Total
Balance at beginning of the period	$	73	$	1,800	$	128	$	2,001	$	79		$	1,695	$	29	$	1,803	$	88		$	1,800	$	189	$	2,077		$	73		$	1,800	$	128	$	2,001
Transfers to/(from) restricted retained earnings	9		—		46		55		(9		)	105		80		176		(17		)	—		9		(8		)	(4		)	—		16		12
Balance at end of the period	$	82	$	1,800	$	174	$	2,056	$	70		$	1,800	$	109	$	1,979	$	71		$	1,800	$	198	$	2,069		$	69		$	1,800	$	144	$	2,013

The Bank currently pays dividends in cash rather than capital stock to comply with Finance Agency rules, which do not permit the Bank to pay dividends in the form of capital stock if the Bank’s excess capital stock (defined as any capital stock holdings in excess of a shareholder’s minimum capital stock requirement, as established by the Bank’s capital plan) exceeds 1% of its total assets. As of ~~September 30, 2013~~,March 31, 2014, the Bank’s excess capital stock totaled ~~$3.0~~$1.9 billion,, or ~~3.44%~~2.1% of total assets.

~~The Bank pays dividends on capital stock, recognized as cash dividends on the Statements~~

Table of ~~Capital Accounts, and on mandatorily redeemable capital stock, recognized as interest expense on the Statements of Income.~~Contents

In the ~~third~~first quarter of ~~2013~~,2014, the Bank paid dividends at an annualized rate of ~~5.14%~~6.67%, totaling ~~$96~~$97 million,, including ~~$49~~$58 million in dividends on capital stock and ~~$47~~$39 million ~~in dividends on mandatorily redeemable capital stock. In the~~ ~~third~~ ~~quarter of~~ ~~2012, the Bank paid dividends at an annualized rate of~~ ~~0.47%, totaling~~ ~~$11 million, including~~ ~~$5 million~~ ~~in dividends on capital stock and~~ ~~$6 million~~ ~~in dividends on mandatorily redeemable capital stock.~~

~~In the first~~ ~~nine~~ ~~months of~~ ~~2013, the Bank paid dividends at an annualized rate of~~ ~~3.52%, totaling~~ ~~$218 million, including~~ ~~$109 million~~ ~~in dividends on capital stock and~~ ~~$109 million~~ in dividends on mandatorily redeemable capital stock. In the first ~~nine~~ ~~months~~quarter of ~~2012~~,2013, the Bank paid dividends at an annualized rate of ~~0.49%~~2.30%, totaling ~~$37~~$51 million,, including ~~$17~~$25 million in dividends on capital stock and ~~$20~~$26 million in dividends on mandatorily redeemable capital stock. Dividends on mandatorily redeemable capital stock are recognized as interest expense.

On ~~October 29, 2013~~,April 28, 2014, the ~~Bank’s~~Bank's Board of Directors declared a cash dividend on the capital stock outstanding during the ~~third~~first quarter of ~~2013~~2014 at an annualized rate of ~~5.65%~~,6.80% totaling ~~$97~~$93 million,, including ~~$52~~$59 million in dividends on capital stock and ~~$45~~$34 million in dividends on mandatorily redeemable capital stock. The Bank recorded the dividend on ~~October 29, 2013~~,April 28, 2014, the day it was declared by the Board of Directors. The Bank expects to pay the dividend on or about ~~November 14, 2013~~.May 15, 2014. Dividends on mandatorily redeemable capital stock will be recognized as interest expense in the ~~fourth~~second quarter of ~~2013~~. 2014.

The Bank will continue to monitor the condition of its PLRMBS portfolio, the ratio of the estimated market value of the ~~Bank’s~~Bank's capital to the par value of the ~~Bank’s~~Bank's capital stock, its overall financial performance and retained earnings, developments in the mortgage and credit markets, and other relevant information as the basis for determining the ~~status~~payment of dividends in future quarters.

For more information on the Bank’s ~~dividends~~Retained Earnings and ~~retained earnings,~~Dividend Policy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Comparison of ~~2012~~2013 to ~~2011~~2012 – Dividends and Retained Earnings” in the Bank’s ~~2012~~2013 Form 10-K.

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Financial Condition

Total assets were ~~$87.7~~$86.2 billion at ~~September 30, 2013, a~~ 1%~~increase~~ ~~from~~ ~~$86.4~~March 31, 2014, compared to $85.8 billion at December 31, ~~2012~~.2013. Advances increased by ~~$0.4~~$1.2 billion,, or 1%3%, to ~~$44.2~~$45.6 billion at ~~September 30, 2013~~,March 31, 2014, from ~~$43.8~~$44.4 billion at December 31, ~~2012~~.2013. Average total assets were ~~$87.4~~$86.0 billion ~~for the~~ ~~third~~ ~~quarter of~~ ~~2013, a~~ ~~12%decrease~~ ~~compared with~~ ~~$99.7 billion~~ ~~for the~~ ~~third~~ ~~quarter of~~ ~~2012. Average total assets were~~ ~~$88.0 billion~~ for the first ~~nine~~ ~~months~~quarter of ~~2013~~,2014, a ~~17%~~3% decrease compared ~~with~~ ~~$105.7~~to $88.2 billion for the first ~~nine~~ ~~months~~quarter of ~~2012~~.2013. Average advances were ~~$46.9~~$45.0 billion ~~for the~~ ~~third~~ ~~quarter of~~ ~~2013, a~~ ~~13%decrease~~ ~~from~~ ~~$54.0 billion~~ ~~for the~~ ~~third~~ ~~quarter of~~ ~~2012. Average advances were~~ ~~$46.3 billion~~ for the first ~~nine~~ ~~months~~quarter of ~~2013~~,2014, a ~~22%decreased~~2% decrease from ~~$59.1~~$45.8 billion for the first ~~nine~~ ~~months~~quarter of ~~2012~~.2013.

Advances outstanding at ~~September 30, 2013~~,March 31, 2014, included unrealized gains of ~~$275~~$202 million,, of which ~~$132~~$82 million represented unrealized gains on advances hedged in accordance with the accounting for derivative instruments and hedging activities and ~~$143~~$120 million represented unrealized gains on economically hedged advances that are carried at fair value in accordance with the fair value option. Advances outstanding at December 31, ~~2012~~,2013, included unrealized gains of ~~$570~~$208 million,, of which ~~$282~~$95 million represented unrealized gains on advances hedged in accordance with the accounting for derivative instruments and hedging activities and ~~$288~~$113 million represented unrealized gains on economically hedged advances that are carried at fair value in accordance with the fair value option. The overall decrease in the unrealized gains of the hedged advances and advances carried at fair value from December 31, ~~2012~~,2013, to ~~September 30, 2013~~,March 31, 2014, was primarily attributable to the ~~cumulative~~ effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the terms on the Bank’s advances during the period.

Total liabilities were ~~$82.0~~$80.5 billion at ~~September 30, 2013, a~~ 2%March 31, 2014, an increase of $0.4 billion from ~~$80.8~~$80.1 billion at December 31, ~~2012~~,2013, reflecting ~~increases~~an increase in consolidated obligations outstanding from ~~$75.5~~$77.4 billion at December 31, ~~2012~~,2013, to ~~$77.9~~$78.0 billion at ~~September 30,~~March 31, 2014, partially offset by the decrease in mandatory redeemable capital stock from $2.1 billion at December 31, 2013, to $1.6 billion at March 31, 2014 . The ~~increase~~decrease in ~~consolidated obligations outstanding paralleled~~mandatorily redeemable capital stock was primarily attributable to the ~~increase~~ ~~in assets~~Bank’s redemption and repurchase of excess capital stock during the first ~~nine~~ ~~months~~quarter of ~~2013~~.2014. Average total liabilities were ~~$81.7~~$80.2 billion ~~for the~~ ~~third~~ ~~quarter of~~ ~~2013, a~~ ~~14%decrease~~ ~~compared with~~ ~~$94.5 billion~~ ~~for the~~ ~~third~~ ~~quarter of~~ ~~2012. Average total liabilities were~~ ~~$82.2 billion~~ for the first ~~nine~~ ~~months~~quarter of ~~2013, an~~ ~~18%~~2014, a 3% decrease compared ~~with~~ to

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$~~100.6~~82.4 billion for the first ~~nine~~ ~~months~~quarter of ~~2012. These~~ ~~decreases in average liabilities reflected~~ ~~decreases~~ ~~in average consolidated obligations, paralleling the~~ ~~decline~~ ~~in average assets.~~2013. Average consolidated obligations were ~~$77.0~~$77.0 billion ~~in the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~and~~ ~~$88.0 billion~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. Average consolidated obligations were~~ ~~$77.1 billion~~ in the first ~~nine~~ ~~months~~quarter of ~~2013~~2014 and ~~$93.6~~$76.8 billion in the first ~~nine~~ ~~months~~quarter of ~~2012~~.2013.

Consolidated obligations outstanding at ~~September 30, 2013~~,March 31, 2014, included unrealized losses of ~~$552~~$440 million on consolidated obligation bonds hedged in accordance with the accounting for derivative instruments and hedging activities and unrealized gains of ~~$101~~$67 million on economically hedged consolidated obligation bonds that are carried at fair value in accordance with the fair value option. Consolidated obligations outstanding at December 31, ~~2012~~,2013, included unrealized losses of ~~$906~~$491 million on consolidated obligation bonds hedged in accordance with the accounting for derivative instruments and hedging activities and unrealized ~~losses~~gains of ~~$36~~$115 million on economically hedged consolidated obligation bonds that are carried at fair value in accordance with the fair value option. The overall decrease in the unrealized losses on the hedged consolidated obligation bonds and the consolidated obligation bonds carried at fair value from December 31, ~~2012~~,2013, to ~~September 30, 2013~~,March 31, 2014, was primarily attributable to the ~~cumulative~~ effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the actual terms on the ~~Bank’s~~Bank's consolidated obligation bonds during the period.

As provided by the FHLBank Act or regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The Bank has never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of ~~September 30, 2013~~,March 31, 2014, and through the filing date of this report, does not believe that it is probable that it will be

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asked to do so. The par ~~amount~~value of the outstanding consolidated obligations of all 12 FHLBanks was ~~$720.7~~$753.9 billion at ~~September 30, 2013~~,March 31, 2014, and ~~$687.9~~$766.8 billion at December 31, ~~2012~~.2013.

Changes in the long-term credit ratings of individual FHLBanks do not necessarily affect the credit rating of the consolidated obligations issued on behalf of the FHLBanks. Rating agencies may change or withdraw a rating from time to time because of various factors, including operating results or actions taken, business developments, or changes in their opinion regarding, among other factors, the general outlook for a particular industry or the economy.

The Bank evaluated the publicly disclosed FHLBank regulatory actions and long-term credit ratings of the other FHLBanks as of ~~September 30, 2013~~,March 31, 2014, and as of each period end presented, and ~~believes,~~does not believe, as of the date of this report,

that it is ~~unlikely~~probable that the Bank will be required to repay any principal or interest associated with consolidated obligations for which the Bank is not the primary obligor.

~~Financial~~The Bank’s financial condition is further discussed under “Segment Information.”

Segment Information

The Bank uses an analysis of financial performance based on the balances and adjusted net interest income of two operating segments, the advances-related business and the mortgage-related business, as well as other financial information, to review and assess financial performance and to determine the allocation of resources to these two major business segments. For purposes of segment reporting, adjusted net interest income includes ~~interest~~ income and expense associated with cash flow settlements from economic hedges that are recorded in “Net gain/(loss) on derivatives and hedging activities” in other income and excludes interest expense that is recorded in “Mandatorily redeemable capital stock.” Other key financial information, such as any credit-related OTTI ~~loss~~losses on the Bank’s ~~available-for-sale and held-to-maturity~~ PLRMBS, other expenses, and assessments, ~~are~~is not included in the segment reporting analysis, but ~~are~~is incorporated into the Bank’s overall assessment of financial performance. For a reconciliation of the Bank’s operating segment adjusted net interest income to the Bank’s total net interest income, see “Item 1. Financial Statements – Note 14 – Segment ~~Information~~.Information.”

Advances-Related Business. The advances-related business consists of advances and other credit products, related financing and hedging instruments, liquidity and other non-MBS investments associated with the Bank’s role as a

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liquidity provider, and capital stock. Assets associated with this segment ~~increase~~d ~~$1.7~~increased $0.9 billion,, or 3%2%, to $~~64.0~~63.2 billion (~~73%~~(73% of total assets) at ~~September 30, 2013~~March 31, 2014, from ~~$62.3~~$62.3 billion (~~72%~~ (73% of total assets) at December 31, ~~2012~~2013.

Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on advances and ~~non-mortgage-backed securities (non-MBS)~~non-MBS investments and the cost of the consolidated obligations funding these assets, including the cash ~~flows~~flow settlements from associated interest rate exchange agreements.

Adjusted net interest income for this segment was $4139 million in the ~~third~~first quarter of ~~2013~~2014, a decrease of $334 million, or ~~45%~~9%, compared with $~~74 million~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. In the first~~ ~~nine~~ ~~months of~~ ~~2013, adjusted net interest income for this segment was~~ ~~$129 million, a~~ ~~decrease~~ of ~~$77 million, or~~ ~~37%, compared with~~ ~~$206~~43 million in the first ~~nine~~ ~~months~~quarter of ~~2012~~2013. ~~These decreases were~~The decrease was primarily due to a decline in earnings on invested capital because of lower average capital balances and the lower interest rate environment, ~~and~~as well as lower ~~average capital balances, less favorable~~earnings on non-MBS investments, partially offset by lower funding ~~costs, lower advance prepayment fees, and lower average balances of advances.~~ costs.

Adjusted net interest income for this segment represented ~~27%~~26% and ~~37%~~ ~~of total adjusted net interest income for the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~and~~ ~~2012, respectively, and~~ 28% ~~and~~ ~~34%~~ of total adjusted net interest income for the first ~~nine~~ ~~months~~quarter of ~~2013~~2014 and ~~2012~~2013, respectively.

~~Members and nonmember borrowers prepaid~~ ~~$56 million~~ ~~of advances in the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~compared with~~ ~~$1.3 billion~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. Interest income was increased by a de minimis amount of net prepayment fees in the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~and~~ ~~$18 million~~ ~~of net prepayment fees in the~~ ~~third~~ ~~quarter of~~ ~~2012. Members and nonmember borrowers prepaid~~ ~~$255 million~~ ~~of advances in the first~~ ~~nine~~ ~~months of~~ ~~2013~~ ~~compared with~~ ~~$2.8 billion~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012. Interest income was increased by net prepayment fees of~~ ~~$2 million~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2013~~ ~~and~~ ~~$41 million~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012~~.

Advances – The par ~~amount~~value of advances outstanding increased by $~~0.7~~1.2 billion, or 2%3%, to $~~43.9~~45.4 billion at ~~September 30, 2013~~March 31, 2014, from $~~43.2~~44.2 billion at December 31, ~~2012~~2013. Average advances outstanding were $~~46.9~~45.0 billion in the ~~third~~first quarter of ~~2013~~2014, a ~~13%~~2% decrease from $~~54.0 billion~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. Average advances outstanding were~~ ~~$46.3~~45.8 billion in the first ~~nine~~ ~~months~~quarter of 2013~~, a~~ ~~22%~~ ~~decrease from~~ ~~$59.1 billion~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012~~.

The increase in advances outstanding was primarily attributable to a $~~1.2~~0.8 billion net increase in advances outstanding to the Bank’s top five borrowers and their affiliates. Advances to the top five borrowers increased to $~~28.7~~29.1 billion at ~~September 30, 2013~~March 31, 2014, from ~~$27.5~~$28.3 billion at December 31, ~~2012~~2013. The increase was also attributable to a $0.4 billionincrease in total advances outstanding to the Bank’s other borrowers of varying asset sizes and charter types. (See “Item 1. Financial Statements – Note 7 – ~~Advances~~”Advances” for further information.) ~~This increase was partially offset by a~~ ~~$0.5 billiondecrease~~ ~~in advances outstanding to the Bank’s other borrowers.~~ In total, 6543 members increased their use of advances during the first ~~nine~~ ~~months~~quarter of ~~2013~~2014, while 7959 borrowers decreased their advances borrowings.

The $~~0.7~~1.2 billion increase in advances outstanding primarily ~~reflects~~reflected a $~~10.5~~0.6 billion increase in fixed rate advances and a $0.8 billion increase in adjustable rate advances, partially offset by a net $0.2 billion ~~$9.8 billion~~decrease in ~~adjustable and~~ variable rate advances.

The components of the advances portfolio at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, are presented in the following table.

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																	Advances Portfolio by Product Type

	September 30, 2013				December 31, 2012				March 31, 2014				December 31, 2013
(Dollar in millions)	Par Amount		Percentage of Total Par Amount		Par Amount		Percentage of Total Par Amount		Par Value		Percentage of Total Par Value		Par Value		Percentage of Total Par Value
Adjustable – LIBOR	$	8,128	19	%	$	18,073	42	%	$	7,204	16	%	$	6,378	15	%
Adjustable – other indices	1		—		1		—
Adjustable – LIBOR, with caps and/or floors and PPS⁽¹⁾	135		—		135		—		100		—		124		—
Subtotal adjustable rate advances	8,264		19		18,209		42		7,304		16		6,502		15
Fixed	26,597		61		15,794		37		28,021		62		27,365		62
Fixed – amortizing	283		1		307		1		268		1		276		1
Fixed – with PPS⁽¹⁾	6,041		14		6,389		15		6,033		13		6,193		14
Fixed – with caps and PPS⁽¹⁾	200		—		200		—		200		—		200		—
Fixed – callable at member’s option	9		—		15		—		4		—		4		—
Fixed – callable at member’s option with PPS⁽¹⁾	179		—		58		—		284		1		231		1
Fixed – putable at Bank’s option	97		—		112		—		95		—		97		—
Fixed – putable at Bank’s option with PPS⁽¹⁾	85		—		85		—		85		—		85		—
Subtotal fixed rate advances	33,491		76		22,960		53		34,990		77		34,451		78
Daily variable rate	2,183		5		2,011		5		3,056		7		3,234		7
Total par amount	$	43,938	100	%	$	43,180	100	%
Total par value									$	45,350	100	%	$	44,187	100	%

(1)

Partial prepayment symmetry (PPS) is a product feature under which the Bank may charge the borrower a prepayment fee or pay the borrower a prepayment credit, depending on certain circumstances, such as movements in interest rates, when the advance is prepaid. Any prepayment credit on an advance with PPS would be limited to the lesser of 10% of the par value of the advance or the gain recognized on the termination of the associated interest rate swap, which may also include a similar contractual gain limitation.

For a discussion of advances credit risk, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – Advances.”

Non-MBS Investments – The Bank’s non-MBS investment portfolio consists of financial instruments that are used primarily to facilitate the Bank’s role as a cost-effective provider of credit and liquidity to members and to support

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the operations of the Bank. The Bank’s total non-MBS investment portfolio was $~~15.5~~12.9 billion as of ~~September 30, 2013~~March 31, 2014, ~~a decrease~~an increase of $~~2.3~~0.1 billion, or ~~13%~~1%, from $~~17.8~~12.8 billion as of December 31, ~~2012~~2013. The ~~reduction~~increase in the non-MBS investment portfolio was primarily due to ~~lower~~higher balances of ~~Federal funds sold~~certificates of deposit and short-term securities purchased under agreements to resell, partially offset by ~~higher~~lower balances of ~~certificates of deposits and commercial paper.~~Federal funds sold.

Cash and Due from Banks – Cash and due from banks was $~~4.1~~4.5 billion at ~~September 30, 2013~~March 31, 2014, a $~~4.0~~0.4 billion ~~increase~~decrease from December 31, ~~2012~~2013. Cash and due from banks is largely comprised of cash held at the Federal Reserve Bank of San Francisco ~~increased because fewer~~and declined as a result of the Bank’s $0.5 billion investment in short-term securities purchased under agreements to resell. Many of the Bank’s Federal ~~fund~~funds and repurchase agreement counterparties had low demand for funds ~~at the end~~as of ~~the~~ ~~third~~March 31, 2014 ~~quarter of 2013.~~, and December 31, 2013.

Borrowings – Total liabilities (primarily consolidated obligations) funding the advances-related business increased~~$1.7 billion, or~~ 3%, from $~~56.7~~56.6 billion at December 31, ~~2012~~2013, to $~~58.4~~57.6 billion at ~~September 30, 2013~~March 31, 2014. For further information and discussion of the Bank’s joint and several liability for FHLBank consolidated obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition”

and “Item 1. Financial Statements – Note 17 – Commitments and ~~Contingencies~~.Contingencies.”

To meet the specific needs of certain investors, fixed and adjustable rate consolidated obligation bonds may contain embedded call options or other features that result in complex coupon payment terms. When these consolidated obligation bonds are issued on behalf of the Bank, typically the Bank simultaneously enters into interest rate

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exchange agreements with features that offset the complex features of the bonds and, in effect, convert the bonds to adjustable rate instruments tied to an index, primarily LIBOR. For example, the Bank uses fixed rate callable bonds that are typically offset with interest rate exchange agreements with call features that offset the call options embedded in the callable bonds. This combined financing structure enables the Bank to meet its funding needs at costs not generally attainable solely through the issuance of comparable term non-callable debt.

At ~~September 30, 2013~~March 31, 2014, the notional amount of interest rate exchange agreements associated with the advances-related business totaled $~~74.8~~70.3 billion, of which $~~20.8~~24.1 billion were hedging advances, $~~50.7~~43.0 billion were hedging consolidated obligations, $~~3.0~~2.9 billion were economically hedging trading securities, and $0.3 billion were interest rate exchange agreements that the Bank entered into as an intermediary between offsetting derivative transactions with members and other counterparties. At December 31, ~~2012~~2013, the notional amount of interest rate exchange agreements associated with the advances-related business totaled $~~81.3~~72.8 billion, of which $~~17.8~~21.3 billion were hedging advances, $~~60.4~~48.2 billion were hedging consolidated obligations, $~~2.7~~2.9 billion were economically hedging trading securities, and $0.4 billion were interest rate exchange agreements that the Bank entered into as an intermediary between offsetting derivative transactions with members and other counterparties. The hedges associated with advances and consolidated obligations were primarily used to convert the fixed rate cash flows and non-LIBOR-indexed cash flows of the advances and consolidated obligations to adjustable rate LIBOR-indexed cash flows or to manage the interest rate sensitivity and net repricing gaps of assets, liabilities, and interest rate exchange agreements.

FHLBank System consolidated obligation bonds and discount notes, along with similar debt securities issued by other GSEs such as Fannie Mae and Freddie Mac, are generally referred to as agency debt. The agency debt market is a large sector of the debt capital markets. The costs of debt issued by the FHLBanks and the other GSEs generally rise and fall with increases and decreases in general market interest rates. For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in the Bank’s ~~2012~~2013 Form 10-K.

The Federal Open Market Committee (FOMC) has not changed the target Federal funds rate since December 16, 2008. As of ~~September 30, 2013~~March 31, 2014, rates on 3-month U.S. Treasury ~~bill and~~bills, 3-month LIBOR, ~~rates declined modestly while 2-year~~ and 5-year U.S. Treasury ~~note~~notes declined while rates on 2-year U.S. Treasury notes increased compared with December 31, ~~2012.~~2013. The FOMC’s forward guidance regarding monetary policy ~~identifies~~continues to identify a commitment to taper the pace of Treasury and MBS asset purchases and to keep the target Federal funds rate low ~~for~~beyond the ~~foreseeable future~~date that asset purchases are expected to ~~aid economic activity, and this guidance contributed to the decline in short-term Treasury bill~~be completed.

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and LIBOR rates. In contrast, the FOMC’s debate about when to begin tapering its monthly program to purchase Treasury and mortgage-backed securities contributed to the increase in the rates for longer-term Treasury securities.

																	Selected Market Interest Rates

Market Instrument	September 30, 2013		December 31, 2012		September 30, 2012		December 31, 2011		March 31, 2014		December 31, 2013		March 31, 2013		December 31, 2012
Federal Reserve target rate for overnight Federal funds	0-0.25	%	0-0.25	%	0-0.25	%	0-0.25	%	0-0.25	%	0-0.25	%	0-0.00	%	0-0.25	%
3-month Treasury bill	0.01		0.04		0.07		0.01		0.04		0.06		0.07		0.04
3-month LIBOR	0.25		0.31		0.36		0.58		0.23		0.25		0.28		0.31
2-year Treasury note	0.32		0.25		0.23		0.24		0.42		0.38		0.24		0.25
5-year Treasury note	1.38		0.72		0.63		0.83		1.72		1.74		0.77		0.72

The following table presents a comparison of the average cost of FHLBank System consolidated obligation bonds relative to 3-month LIBOR and discount notes relative to ~~3-month LIBOR, or~~ comparable term LIBOR ~~if the original maturity was less than three months,~~ in the first ~~nine~~three months of ~~2013~~2014 and ~~2012~~2013. Lower 3-month LIBOR rates during the first ~~nine~~three months of ~~2013~~2014 compared ~~with~~to the same period in ~~2012~~2013 contributed to higher borrowing costs relative to LIBOR for FHLBank System consolidated obligation bonds and discount notes. ~~Three-month LIBOR averaged 0.28% in the first~~ ~~nine~~ ~~months of 2013 compared with 0.47% in the first~~ ~~nine~~ ~~months of 2012.~~

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	Spread to LIBOR of Average Cost of Consolidated Obligations for the Nine Months Ended		Spread to LIBOR of Average Cost of Consolidated Obligations for the Three Months Ended
(In basis points)	September 30, 2013	September 30, 2012	March 31, 2014	March 31, 2013
Consolidated obligation bonds	-15.7	-26.9	-12.4	-16.4
Consolidated obligation discount notes (one month and greater)	-19.4	-27.0	-15.8	-18.6

Mortgage-Related Business. The mortgage-related business consists of mortgage-backed securities (MBS)

investments, mortgage loans acquired through the Mortgage Partnership Finance® (MPF®) Program, and the related financing and hedging instruments. (“Mortgage Partnership Finance” and “MPF” are registered trademarks of the FHLBank of Chicago.) Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on the MBS and mortgage loans and the cost of the consolidated obligations funding those assets, including the cash ~~flows~~flow settlements from associated interest rate exchange agreements.

At ~~September 30, 2013~~March 31, 2014, assets associated with this segment were $~~23.6~~22.9 billion (27% of total assets), a decrease of $~~0.5~~0.6 billion from $~~24.1~~23.5 billion at December 31, ~~2012~~2013 (~~28%~~27% of total assets).

Adjusted net interest income for this segment was $~~113~~110 million in the ~~third~~first quarter of ~~2013~~2014, a decrease of $153 million, or ~~12%~~3%, from $~~128 million~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. In the first~~ ~~nine~~ ~~months of~~ ~~2013, adjusted net interest income for this segment was~~ ~~$335 million, a~~ ~~decrease~~ of ~~$58 million, or~~ ~~15%, from~~ ~~$393~~113 million in the first ~~nine~~ ~~months~~quarter of ~~2012~~2013. ~~These decreases were~~The decrease was primarily due to lower average unpaid principal balances of MBS and mortgage loans.

Adjusted net interest income for this segment represented ~~73%~~74% and ~~63%~~ ~~of total adjusted net interest income for the~~ ~~third~~ ~~quarter of~~ ~~2013~~ ~~and~~ ~~2012, respectively, and~~ 72% ~~and~~ ~~66%~~ of total adjusted net interest income for the first ~~nine~~ ~~months~~quarter of ~~2013~~2014 and ~~2012~~2013, respectively.

MBS Investments – The Bank’s MBS portfolio was $~~22.6~~22.0 billion at ~~September 30, 2013~~March 31, 2014, compared with $~~22.7~~22.5 billion at December 31, ~~2012~~2013. During the first ~~nine~~ ~~months~~quarter of ~~2013~~2014, the Bank’s MBS portfolio decreased primarily because of principal repayments totaling $~~4.2~~0.8 billion, partially offset by purchases of $~~3.5~~0.1 billion of agency residential MBS and a $~~0.5~~0.1 billion improvement in the fair value of PLRMBS classified as ~~available-for-sale. Average~~AFS. In the first quarter of 2014, average MBS investments were ~~$22.5~~$22.2 billion, ~~in the~~ ~~third~~ ~~quarter~~ a decrease of ~~2013, a~~ ~~decrease~~ of ~~$2.9~~$0.4 billion from ~~$25.4~~$22.6 billion ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. Average MBS investments were~~ ~~$22.5 billion~~ in the first ~~nine~~ ~~months~~quarter of ~~2013, a~~ ~~decrease~~ of ~~$2.3 billion~~ ~~from~~ ~~$24.8 billion~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012~~.2013. For a discussion of the composition of

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the Bank’s MBS portfolio and the Bank’s OTTI analysis of that portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Investments” and “Item 1. Financial Statements – Note 6 – Other-Than-Temporary Impairment ~~Analysis~~.Analysis.”

Intermediate-term and long-term fixed rate MBS investments are subject to prepayment risk, and intermediate-term and long-term adjustable rate MBS investments are also subject to interest rate cap risk. The Bank has managed these risks predominately by purchasing intermediate-term fixed rate MBS (rather than long-term fixed rate MBS), funding the fixed rate MBS with a mix of non-callable and callable debt, and using interest rate exchange agreements with interest rate risk characteristics similar to callable debt.

MPF Program – On October 2, 2013, the Bank announced its renewed participation in the MPF Program. In 2014, the Bank plans to begin purchasing conventional conforming fixed rate mortgage loans and FHA/VA-insured mortgage loans from members for the Bank’s own portfolio under the MPF Original and MPF Government products. The Bank also plans to facilitate the purchase of fixed rate mortgage loans from members for concurrent sale to Fannie Mae under the MPF Xtra® product. (“MPF Xtra” is a registered trademark of the FHLBank of Chicago.)

The Bank plans to begin with a small number of participating members, then add other members that are active

mortgage originators and servicers later in 2014 or in 2015. The Bank previously purchased conventional

conforming fixed rate residential mortgage loans from participating members from May 2002 to October 2006.

Mortgage loan balances ~~declined to~~equaled $~~1.0~~0.9 billion at ~~September 30, 2013~~March 31, 2014, ~~from~~ ~~$1.3 billion~~ atand December 31, ~~2012, a decline of~~ ~~$0.3 billion~~2013. Average mortgage loans were $~~1.0~~0.9 billion in the ~~third~~first quarter of ~~2013~~2014, a decrease of $~~0.5~~0.3 billion from $~~1.5 billion~~ ~~in the~~ ~~third~~ ~~quarter of~~ ~~2012. Average mortgage loans were~~ ~~$1.1~~1.2 billion in the first ~~nine~~ ~~months~~quarter of 2013~~, a decrease of~~ ~~$0.5 billion~~ ~~from~~ ~~$1.6 billion~~ ~~in the first~~ ~~nine~~ ~~months of~~ ~~2012~~.

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At ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, the Bank held conventional conforming fixed rate mortgage loans purchased under one of two MPF products, MPF Plus or Original ~~MPF.~~

MPF, which are described in greater detail in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – MPF Program” in the Bank’s 2013 Form 10-K. Mortgage loan balances at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, were as follows:

													Mortgage Loan Balances by MPF Product Type

(In millions)	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
MPF Plus	$	893		$	1,187		$	788		$	835
Original MPF	83			109			72			78
Subtotal	976			1,296			860			913
Unamortized premiums	11			10			9			10
Unamortized discounts	(18		)	(14		)	(15		)	(16		)
Mortgage loans held for portfolio	969			1,292			854			907
Less: Allowance for credit losses	(2		)	(3		)	(2		)	(2		)
Mortgage loans held for portfolio, net	$	967		$	1,289		$	852		$	905

The Bank performs periodic reviews of its mortgage loan portfolio to identify probable credit losses in the portfolio and to determine the likelihood of collection of the loans in the portfolio. For more information on the Bank’s mortgage loan portfolio, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – MPF Program” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Allowance for Credit Losses – Mortgage Loans Acquired Under the MPF Program” in the Bank’s ~~2012~~2013 Form 10-K.

Borrowings – Total consolidated obligations funding the mortgage-related business decreased $~~0.5~~0.6 billion to $~~23.6~~22.9 billion at ~~September 30, 2013~~March 31, 2014, from $~~24.1~~23.5 billion at December 31, ~~2012~~2013, paralleling the decrease in mortgage portfolio assets. For further information and discussion of the Bank’s joint and several liability for FHLBank consolidated obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” and “Item 1. Financial Statements – Note 17 – Commitments and Contingencies.”

The notional amount of interest rate exchange agreements associated with the mortgage-related business totaled $8.8 billion at March 31, 2014, of which $6.6 billion were hedged or were associated with consolidated obligations funding the mortgage portfolio and $2.2 billion were associated with MBS. The notional amount of interest rate agreements associated with the mortgage-related business, all of which hedged or were associated with consolidated obligations funding the mortgage portfolio, totaled $~~9.6~~8.8 billion ~~and~~ ~~$9.1 billion~~, at ~~September 30,~~December 31, 2013.

Interest Rate Exchange Agreements

A derivative transaction or interest rate exchange agreement is a financial contract whose fair value is generally derived from changes in the value of an underlying asset or liability. The Bank uses interest rate swaps; options to enter into interest rate swaps (swaptions); interest rate cap, floor, corridor, and collar agreements; and callable and putable interest rate swaps (collectively, interest rate exchange agreements) to manage its exposure to interest rate risks inherent in its normal course of business, including its lending, investment, and funding activities. For more information on the primary strategies that the Bank employs for using interest rate exchange agreements and the associated market risks, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Market Risk – Interest Rate Exchange Agreements” in the Bank’s 2013 Form 10-K.

The following table summarizes the Bank’s interest rate exchange agreements by type of hedged item, hedging instrument, associated hedging strategy, accounting designation as specified under the accounting for derivative instruments and hedging activities, and notional amount as of March 31, 2014, and December 31, ~~2012~~2013~~, respectively.~~.

Table of Contents



Interest Rate Exchange Agreements

(In millions)			Notional Amount
Hedging Instrument	Hedging Strategy	Accounting Designation	March 31, 2014		December 31, 2013
Hedged Item: Advances
Pay fixed, receive adjustable interest rate swap	Fixed rate advance converted to a LIBOR adjustable rate	Fair Value Hedge	$	15,950	$	12,448
Pay fixed, receive adjustable interest rate swap	Fixed rate advance converted to a LIBOR adjustable rate	Economic Hedge⁽¹⁾	1,377		1,926
Pay fixed, receive adjustable interest rate swap; swap may be callable at the Bank’s option or putable at the counterparty’s option	Fixed rate advance (with or without an embedded cap) converted to a LIBOR adjustable rate; advance and swap may be callable or putable; matched to advance accounted for under the fair value option	Economic Hedge⁽¹⁾	6,710		6,826
Interest rate cap, floor, corridor, and/or collar	Interest rate cap, floor, corridor, and/or collar embedded in an adjustable rate advance; matched to advance accounted for under the fair value option	Economic Hedge⁽¹⁾	106		130
Subtotal Economic Hedges⁽¹⁾			8,193		8,882
Total			24,143		21,330
Hedged Item: Non-Callable Bonds
Receive fixed or structured, pay adjustable interest rate swap	Fixed rate or structured rate non-callable bond converted to a LIBOR adjustable rate	Fair Value Hedge	17,998		17,877
Receive fixed or structured, pay adjustable interest rate swap	Fixed rate or structured rate non-callable bond converted to a LIBOR adjustable rate	Economic Hedge⁽¹⁾	1,763		1,163
Receive fixed or structured, pay adjustable interest rate swap	Fixed rate or structured rate non-callable bond converted to a LIBOR adjustable rate; matched to non-callable bond accounted for under the fair value option	Economic Hedge⁽¹⁾	1,425		1,350
Basis swap	Non-LIBOR adjustable rate non-callable bond converted to a LIBOR adjustable rate; matched to non-callable bond accounted for under the fair value option	Economic Hedge⁽¹⁾	2,473		5,823
Basis swap	Fixed rate or adjustable rate non-callable bond previously converted to an adjustable rate index, converted to another adjustable rate to reduce interest rate sensitivity and repricing gaps	Economic Hedge⁽¹⁾	3,900		3,545
Pay fixed, receive adjustable interest rate swap	Fixed rate or adjustable rate non-callable bond, which may have been previously converted to LIBOR, converted to fixed rate debt that offsets the interest rate risk of mortgage assets	Economic Hedge⁽¹⁾	890		860
Subtotal Economic Hedges⁽¹⁾			10,451		12,741
Total			28,449		30,618

Table of Contents



Interest Rate Exchange Agreements (continued)

(In millions)			Notional Amount
Hedging Instrument	Hedging Strategy	Accounting Designation	March 31, 2014		December 31, 2013
Hedged Item: Callable Bonds
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option	Fixed or structured rate callable bond converted to a LIBOR adjustable rate; swap is callable	Fair Value Hedge	3,094		1,070
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option	Fixed or structured rate callable bond converted to a LIBOR adjustable rate; swap is callable	Economic Hedge⁽¹⁾	5,355		5,830
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option	Fixed or structured rate callable bond converted to a LIBOR adjustable rate; swap is callable; matched to callable bond accounted for under the fair value option	Economic Hedge⁽¹⁾	3,672		3,097
Subtotal Economic Hedges⁽¹⁾			9,027		8,927
Total			12,121		9,997
Hedged Item: Discount Notes
Pay fixed, receive adjustable callable interest rate swap	Discount note, which may have been previously converted to LIBOR, converted to fixed rate callable debt that offsets the prepayment risk of mortgage assets	Economic Hedge⁽¹⁾	1,330		1,025
Basis swap or receive fixed, pay adjustable interest rate swap	Discount note converted to one-month LIBOR or other short-term adjustable rate to hedge repricing gaps	Economic Hedge⁽¹⁾	7,737		15,048
Pay fixed, receive adjustable non-callable interest rate swap	Discount note, which may have been previously converted to LIBOR, converted to fixed rate non-callable debt that offsets the interest rate risk of mortgage assets	Economic Hedge⁽¹⁾	—		280
Total			9,067		16,353
Hedged Item: Trading Securities
Basis swap	Basis swap hedging adjustable rate FFCB bonds	Economic Hedge⁽¹⁾	2,862		2,942
Interest rate cap	Stand-alone interest rate cap used to offset cap risk embedded in floating rate MBS	Economic Hedge⁽¹⁾	2,150		—
Total			5,012		2,942
Hedged Item: Intermediary Positions
Interest rate cap/floor	Stand-alone interest rate cap and/or floor executed with a member offset by executing an interest rate cap and/or floor with derivative dealer counterparties	Economic Hedge⁽¹⁾	330		330
Total			330		330
Total Notional Amount			$	79,122	$	81,570


(1)	Economic hedges are derivatives that are matched to balance sheet instruments or other derivatives that do not meet the requirements for hedge accounting under the accounting for derivative instruments and hedging activities.

At March 31, 2014, the total notional amount of interest rate exchange agreements outstanding was $79.1 billion, compared with $81.6 billion at December 31, 2013. The $2.5 billiondecrease in the notional amount of derivatives during the first quarter of 2014 was due to a net $7.3 billiondecrease in interest rate exchange agreements hedging discount notes, partially offset by a net $2.8 billionincrease in interest rate exchange agreements hedging advances and a net $2.0 billion increase in interest rate exchange agreements hedging non-MBS investments. The notional amount serves as a basis for calculating periodic interest payments or cash flows received and paid and is not a basis for measuring the amount of credit risk in the transaction.

Table of Contents

The following tables categorize the notional amounts and estimated fair values of the Bank’s interest rate exchange agreements, unrealized gains and losses from the related hedged items, and estimated fair value gains and losses from financial instruments carried at fair value by type of accounting treatment and product as of March 31, 2014, and December 31, 2013.

Interest Rate Exchange Agreements

Notional Amounts and Estimated Fair Values

March 31, 2014

(In millions)

Notional

~~A derivative transaction or~~Amount

Fair Value of

Derivatives

Unrealized

Gain/(Loss)

on Hedged

Items

Financial

Instruments

Carried at

Fair Value

Difference

Fair value hedges:

Advances

15,950

(76

)

—

Non-callable bonds

17,998

442

(443

)

—

)

Callable bonds

3,094

)

—

Subtotal

37,042

363

(352

)

—

Not qualifying for hedge accounting (economic hedges):

Advances

8,193

(99

)

—

103

Non-callable bonds

10,451

—

(17

)

Callable bonds

9,027

(55

)

—

Discount notes

9,067

—

FFCB bonds

2,862

)

—

)

MBS

2,150

—

Intermediated

330

—

Subtotal

42,080

(58

)

—

181

123

Total excluding accrued interest ~~rate exchange agreement is a financial contract whose fair value is generally derived from changes in the value of an underlying asset or liability. The Bank uses~~

79,122

305

(352

)

181

134

Accrued interest ~~rate swaps; options to~~

—

~~Table of Contents~~

enter into interest rate swaps (swaptions); interest rate cap, floor, corridor, and collar agreements; and callable and putable interest rate swaps (collectively, interest rate exchange agreements) to manage its exposure to interest rate risks inherent in its normal course of business—lending, investment, and funding activities. For more information on the primary strategies that the Bank employs for using interest rate exchange agreements and the associated market risks, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Market Risk – Interest Rate Exchange Agreements” in the Bank’s ~~2012~~ ~~Form 10-K.~~

(85

)

Interest Rate Exchange Agreements

(In millions)       Notional Amount
Hedging Instrument    Hedging Strategy    Accounting Designation September 30,
2013
   December 31,
2012
Hedged Item: Advances
Pay fixed, receive adjustable interest rate swap    Fixed rate advance converted to a LIBOR adjustable rate    Fair Value Hedge $ 11,747
$ 10,166
Basis swap    Adjustable rate advance converted to another adjustable rate index to reduce interest rate sensitivity and repricing gaps
Economic Hedge⁽¹⁾
1
1
Pay fixed, receive adjustable interest rate swap    Fixed rate advance converted to a LIBOR adjustable rate
Economic Hedge⁽¹⁾
2,307
477
Pay fixed, receive adjustable interest rate swap; swap may be callable at the Bank’s option or putable at the counterparty’s option    Fixed rate advance (with or without an embedded cap) converted to a LIBOR adjustable rate; advance and swap may be callable or putable; matched to advance accounted for under the fair value option
Economic Hedge⁽¹⁾
6,629
6,976
Interest rate cap, floor, corridor, and/or collar    Interest rate cap, floor, corridor, and/or collar embedded in an adjustable rate advance; matched to advance accounted for under the fair value option
Economic Hedge⁽¹⁾
141
141
Subtotal Economic Hedges⁽¹⁾
   9,078
   7,595
Total       20,825
   17,761
Hedged Item: Non-Callable Bonds
Receive fixed or structured, pay adjustable interest rate swap    Fixed rate or structured rate non-callable bond converted to a LIBOR adjustable rate    Fair Value Hedge 18,547
19,798
Receive fixed or structured, pay adjustable interest rate swap    Fixed rate or structured rate non-callable bond converted to a LIBOR adjustable rate
Economic Hedge⁽¹⁾
2,448
5,639
Receive fixed or structured, pay adjustable interest rate swap    Fixed rate or structured rate non-callable bond converted to a LIBOR adjustable rate; matched to non-callable bond accounted for under the fair value option
Economic Hedge⁽¹⁾
   1,350
1,360
Basis swap    Non-LIBOR adjustable rate non-callable bond converted to a LIBOR adjustable rate; matched to non-callable bond accounted for under the fair value option
Economic Hedge⁽¹⁾
   11,623
24,923
Basis swap Fixed rate or adjustable rate non-callable bond previously converted to an adjustable rate index, converted to another adjustable rate to reduce interest rate sensitivity and repricing gaps
Economic Hedge⁽¹⁾
1,400
11,061
Pay fixed, receive adjustable interest rate swap    Fixed rate or adjustable rate non-callable bond, which may have been previously converted to LIBOR, converted to fixed rate debt that offsets the interest rate risk of mortgage assets
Economic Hedge⁽¹⁾
   860
535
Subtotal Economic Hedges⁽¹⁾
      17,681
   43,518
Total          36,228
   63,316

)

Total

79,122

375

~~Table of Contents~~

(437

)

187

Interest Rate Exchange Agreements (continued)

(In millions)          Notional Amount
Hedging Instrument    Hedging Strategy    Accounting Designation    September 30,
2013
   December 31,
2012
Hedged Item: Callable Bonds
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option    Fixed or structured rate callable bond converted to a LIBOR adjustable rate; swap is callable    Fair Value Hedge    1,120
670
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option    Fixed or structured rate callable bond converted to a LIBOR adjustable rate; swap is callable
Economic Hedge⁽¹⁾
   3,420
1,888
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option    Fixed or structured rate callable bond converted to a LIBOR adjustable rate; swap is callable; matched to callable bond accounted for under the fair value option
Economic Hedge⁽¹⁾
   3,100
1,675
Subtotal Economic Hedges⁽¹⁾
      6,520
   3,563
Total          7,640
   4,233
Hedged Item: Discount Notes
Pay fixed, receive adjustable callable interest rate swap    Discount note, which may have been previously converted to LIBOR, converted to fixed rate callable debt that offsets the prepayment risk of mortgage assets
Economic Hedge⁽¹⁾
   810
755
Basis swap or receive fixed, pay adjustable interest rate swap    Discount note converted to one-month LIBOR or other short-term adjustable rate to hedge repricing gaps
Economic Hedge⁽¹⁾
   15,318
599
Pay fixed, receive adjustable non-callable interest rate swap    Discount note, which may have been previously converted to LIBOR, converted to fixed rate non-callable debt that offsets the interest rate risk of mortgage assets
Economic Hedge⁽¹⁾
   315
630
Total          16,443
   1,984
Hedged Item: Trading Securities
Basis swap Basis swap hedging adjustable rate Federal Farm Credit Bank (FFCB) bonds
Economic Hedge⁽¹⁾
2,942
2,692
Total 2,942
2,692
Hedged Item: Intermediary Positions
Interest rate cap/floor    Stand-alone interest rate cap and/or floor executed with a member offset by executing an interest rate cap and/or floor with derivative dealer counterparties
Economic Hedge⁽¹⁾
   330
430
Total          330
   430
Total Notional Amount       $ 84,408
$ 90,416

125


~~(1)~~	Economic hedges are derivatives that are matched to balance sheet instruments or other derivatives that do not meet the requirements for hedge accounting under the accounting for derivative instruments and hedging activities.

At ~~September 30, 2013, the total notional amount of interest rate exchange agreements outstanding was~~ ~~$84.4 billion, compared with~~ ~~$90.4 billion~~ at ~~December 31, 2012. The~~ ~~$6.0 billiondecrease~~ ~~in the notional amount of derivatives during the first~~ ~~nine~~ ~~months of~~ ~~2013~~ ~~was primarily due to a net~~ ~~$23.7 billiondecrease~~ in interest rate exchange agreements hedging consolidated obligation bonds and a net $0.1 billion decrease in interest rate exchange agreements hedging intermediary positions, partially offset by a net ~~$14.5 billionincrease~~ ~~in interest rate exchange agreements hedging discount notes, a net~~ ~~$3.1 billionincrease~~ in interest rate exchange agreements hedging advances, and a net $0.2 billion increase in interest rate exchange agreements hedging non-MBS securities. The notional amount serves as a basis for calculating periodic interest payments or cash flows received and paid and is not a measure of the amount of credit risk in the transaction.

~~Table of Contents~~

Interest Rate Exchange Agreements
Notional Amounts and Estimated Fair Values

September 30, 2013
(In millions)
Notional
Amount


Fair Value of
Derivatives

Unrealized
Gain/(Loss)
on Hedged
Items

Financial
Instruments
Carried at
Fair Value

   Difference
Fair value hedges:
Advances $ 11,747
   $ (124 ) $ 123
$ —
   $ (1 )
Non-callable bonds 18,547
   548
(548 ) —
   —
Callable bonds 1,120
   (7 ) 12
—
   5
Subtotal 31,414
   417
(413 ) —
   4
Not qualifying for hedge accounting (economic hedges):
Advances 9,078
   (147 ) —
126
   (21 )
Non-callable bonds 17,681
   87
—
(22 )    65
Callable bonds 6,520
   (63 ) —
135
   72
Discount notes 16,443
   5
—
—
   5
FFCB bonds 2,942
(1 ) —
—
(1 )
Intermediated 330
   —
—
—
   —
Subtotal 52,994
   (119 ) —
239
   120
Total excluding accrued interest 84,408
   298
(413 ) 239
   124
Accrued interest —
   115
(127 ) 5
   (7 )
Total $ 84,408
   $ 413
$ (540 ) $ 244
   $ 117

December 31, 2012
(In millions)
Notional
Amount


Fair Value of
Derivatives

Unrealized
Gain/(Loss)
on Hedged
Items

Financial
Instruments
Carried at
Fair Value

Difference
Fair value hedges:
Advances $ 10,166
$ (270 ) $ 268
$ —
$ (2 )
Non-callable bonds 19,798
844
(843 ) —
1
Callable bonds 670
10
(4 ) —
6
Subtotal 30,634
   584
(579 ) —
5
Not qualifying for hedge accounting (economic hedges):
Advances 7,595
(288 ) —
270
(18 )
Non-callable bonds 43,518
210
—
(35 ) 175
Callable bonds 3,563
1
—
13
14
Discount notes 1,984
(20 ) —
—
(20 )
FFCB bonds 2,692
(1 ) —
—
(1 )
Intermediated 430
—
—
—
—
Subtotal 59,782
   (98 ) —
248
150
Total excluding accrued interest 90,416
   486
(579 ) 248
155
Accrued interest —
   90
(108 ) 3
(15 )
Total $ 90,416
   $ 576
$ (687 ) $ 251
$ 140

~~Table of Contents~~

Effective December 31, 2012, the Bank refined its method for estimating the fair values of its derivatives by using the overnight index swap (OIS) curve to discount the cash flows of its derivatives to determine fair value, instead of using the LIBOR swap curve, which was used in prior periods. Based on the Bank’s analysis of market participants, the Bank concluded that the OIS curve was a more representative input in determining the fair value of its derivatives.

~~Credit Risk.~~ ~~For a discussion of derivatives credit exposure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Derivative Counterparties.”~~

~~Concentration Risk.~~ The following table presents the concentration in derivatives with derivative counterparties whose outstanding notional balances represented 10% or more of the Bank’s total notional amount of derivatives outstanding as of ~~September 30, 2013, or~~ ~~December 31, 2012~~.

Concentration of Derivative Counterparties

(Dollars in millions) September 30, 2013 December 31, 2012
Derivative Counterparty
Credit
Rating⁽¹⁾

Notional
Amount


Percentage of
Total
Notional Amount

Credit
Rating⁽¹⁾

Notional
Amount


Percentage of
Total
Notional Amount

Credit Suisse Securities (USA) LLC A $ 12,305
15 % —
$ —
— %
Deutsche Bank AG A    10,736
   13
A
15,002
17
BNP Paribas A    9,609
   11
A
21,107
   23
Deutsche Bank Securities Inc. A    9,236
   11
—
—
   —
JPMorgan Chase Bank, National Association A    8,735
   10
A
9,762
   11
Morgan Stanley Capital Services BBB 8,281
10
BBB
6,124
7
UBS AG A 7,557
9
A
12,603
14
Subtotal    66,459
79
64,598
   72
Others At least A    17,949
   21
At least BBB
25,818
   28
Total    $ 84,408
   100 % $ 90,416
   100 %




December 31, 2013
(In millions)	Notional Amount		Fair Value of Derivatives			Unrealized Gain/(Loss) on Hedged Items			Financial Instruments Carried at Fair Value			Difference
Fair value hedges:
Advances	$	12,448	$	(87	)	$	87		$	—		$	—
Non-callable bonds	17,877		490			(491		)	—			(1		)
Callable bonds	1,070		(8		)	13			—			5
Subtotal	31,395		395			(391		)	—			4
Not qualifying for hedge accounting (economic hedges):
Advances	8,882		(107		)	—			96			(11		)
Non-callable bonds	12,741		73			—			(17		)	56
Callable bonds	8,927		(74		)	—			142			68
Discount notes	16,353		13			—			—			13
FFCB bonds	2,942		(1		)	—			—			(1		)
Intermediated	330		—			—			—			—
Subtotal	50,175		(96		)	—			221			125
Total excluding accrued interest	81,570		299			(391		)	221			129
Accrued interest	—		19			(33		)	7			(7		)
Total	$	81,570	$	318		$	(424	)	$	228		$	122

Table of Contents

Credit Risk. For a discussion of derivatives credit exposure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Derivative Counterparties.”

Concentration Risk. The following table presents the concentration in derivatives with derivative counterparties whose outstanding notional balances represented 10% or more of the Bank’s total notional amount of derivatives outstanding as of March 31, 2014, or December 31, 2013.

Table of Contents



Concentration of Derivative Counterparties

(Dollars in millions)	March 31, 2014					December 31, 2013
Derivative Counterparty	Credit Rating⁽¹⁾	Notional Amount		Percentage of Total Notional Amount		Credit Rating⁽¹⁾	Notional Amount		Percentage of Total Notional Amount
Morgan Stanley Capital Services	BBB	$	8,577	11	%	BBB	$	8,362	10	%
JPMorgan Chase Bank, National Association	A	8,283		10		A	7,852		10
BNP Paribas	A	6,485		8		A	7,808		10
Subtotal		23,345		29			24,022		30
Others	At least BBB	26,414		34		At least A	26,466		32
LCH Clearnet⁽²⁾
Credit Suisse Securities (USA) LLC	A	19,215		24		A	20,414		25
Deutsche Bank Securities Inc.	A	10,148		13		A	10,668		13
Subtotal		29,363		37			31,082		38
Total		$	79,122	100	%		$	81,570	100	%


(1)	The credit ratings used by the Bank are based on the lower of Moody's or Standard & Poor's ratings.

~~Liquidity and Capital Resources~~

(2)

London Clearing House (LCH) Clearnet is ~~its access to the capital markets through consolidated obligation issuance. The maintenance of~~ the Bank’s ~~capital resources~~counterparty for all of its cleared swaps. Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Incorporated are ~~governed by its capital plan.~~

~~Liquidity~~

The Bank strives to maintain the liquidity necessary to meet member credit demands, repay maturing consolidated obligations for which it is the primary obligor, and meet other obligations and commitments. The Bank monitors its financial position in an effort to ensure that it has ready access to sufficient liquid funds to meet normal transaction requirements, take advantage of appropriate investment opportunities, and cover unforeseen liquidity demands.

~~Table of Contents~~

includes an explanation of how sources of funds may be allocated under stressed market conditions. The Bank maintains short-term, high-quality money market investments and government and agency securities in amounts that may average up to three times the Bank’s ~~capital as a primary source~~clearing agents for purposes of ~~funds to satisfy these requirements and objectives.~~

The Bank maintains a contingent liquidity plan to meet its obligations and the liquidity needs of members and housing associates in the event of short-term operational disruptions at the Bank or the Office of Finance or short-term disruptions in the debt capital markets. In 2009, the Finance Agency established liquidity guidelines~~that~~require each FHLBank to maintain sufficient on-balance sheet liquidity in an amount at least equal to its anticipated cash outflows for two different scenarios, both of which assume no capital markets access and no reliance on repurchase agreements or the sale of existing held-to-maturity and available-for-saleclearing swaps with LCH Clearnet. LCH Clearnet’s parent, LCH Clearnet Group, Ltd., is rated A+ by S&P.

Liquidity and Capital Resources

The Bank’s financial strategies are designed to enable the Bank to expand and contract its assets, liabilities, and capital as membership composition and member credit needs change. The Bank’s liquidity and capital resources are designed to support its financial strategies. The Bank’s primary source of liquidity is its access to the debt capital markets through consolidated obligation issuance. The maintenance of the Bank’s capital resources are governed by its capital plan.

Liquidity

The Bank generally manages operational, contingent, and structural liquidity risks using a portfolio of cash and short-term investments—which include commercial paper, certificates of deposit, securities purchased under agreements to resell, and Federal funds sold to highly rated counterparties—and access to the debt capital markets. In addition, the Bank maintains alternate sources of funds, detailed in its contingent liquidity plan, which also includes an explanation of how sources of funds may be allocated under stressed market conditions. The Bank maintains short-term, high-quality money market investments and government and agency securities in amounts that may average up to three times the Bank’s capital as a primary source of funds to satisfy these requirements and objectives.

The Bank maintains a contingent liquidity plan to meet its obligations and the liquidity needs of members and housing associates in the event of short-term operational disruptions at the Bank or the Office of Finance or short-term disruptions in the debt capital markets. The Finance Agency has established liquidity guidelinesthatrequire each FHLBank to maintain sufficient on-balance sheet liquidity in an amount at least equal to its anticipated cash outflows for two different scenarios, both of which assume no capital markets access and no reliance on repurchase

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agreements or the sale of existing HTM and AFS investments. The two scenarios differ only in the treatment of maturing advances. One scenario assumes that the Bank does not renew any maturing advances. For this scenario, the Bank must have sufficient liquidity to meet its obligations for 15 calendar days. The second scenario requires the Bank to renew maturing advances for certain members based on specific criteria established by the Finance Agency. For this scenario, the Bank must have sufficient liquidity to meet its obligations for 5 calendar days.

The Bank has a regulatory contingency liquidity requirement to maintain at least 5 business days of liquidity to enable it to meet its obligations without issuance of new consolidated obligations. In addition to the regulatory requirement and the Finance Agency’s guidelines on contingent liquidity, the Bank’s asset-liability management committee has established an operational guideline for the Bank to maintain at least 90 days of liquidity to enable the Bank to meet its obligations in the event of a longer-term consolidated obligations market disruption. This operational guideline assumes that the Bank can obtain funds by using MBS and other eligible debt securities as collateral in the repurchase agreement markets. Under this guideline, the Bank maintained at least 90 days of liquidity at all times during the first three months of 2014 and 2013. On a daily basis, the Bank models its cash commitments and expected cash flows for the next 90 days to determine its projected liquidity position. If a market or operational disruption occurred that prevented the issuance of new consolidated obligation bonds or discount notes through the capital markets, the Bank could meet its obligations by: (i) allowing short-term liquid investments to mature, (ii) using eligible securities as collateral for repurchase agreement borrowings, and (iii) if necessary, allowing advances to mature without renewal. In addition, the Bank may be able to borrow on a short-term unsecured basis from financial institutions (Federal funds purchased) or other FHLBanks (inter-FHLBank borrowings).

The Bank actively monitors and manages structural liquidity risks, which the Bank defines as maturity mismatches greater than 90 days for all sources and uses of funds. Structural liquidity maturity mismatches are identified using maturity gap analysis and valuation sensitivity metrics that quantify the risk associated with the Bank’s structural liquidity position.

The following table shows the Bank’s principal financial obligations due, estimated sources of funds available to meet those obligations, and the net difference between funds available and funds needed for the 5-business-day and 90-day periods following March 31, 2014, and December 31, 2013. Also shown are additional contingent sources of funds from on-balance sheet collateral available for repurchase agreement borrowings.

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Principal Financial Obligations Due and Funds Available for Selected Periods

	As of March 31, 2014				As of December 31, 2013
(In millions)	5 Business Days		90 Days		5 Business Days		90 Days
Obligations due:
Commitments for new advances	$	50	$	54	$	—	$	—
Commitments to purchase investments	—		143		—		—
Demand deposits	780		780		590		590
Maturing member term deposits	—		—		—		1
Discount note and bond maturities and expected exercises of bond call options	4,650		23,639		4,203		23,509
Subtotal obligations due	5,480		24,616		4,793		24,100
Sources of available funds:
Maturing investments	4,420		9,639		3,577		9,387
Cash at Federal Reserve Bank of San Francisco	4,538		4,538		4,905		4,905
Proceeds from scheduled settlements of discount notes and bonds	195		804		1,625		1,640
Maturing advances and scheduled prepayments	3,758		10,290		4,974		11,191
Subtotal sources of available funds	12,911		25,271		15,081		27,123
Net funds available	7,431		655		10,288		3,023
Additional contingent sources of funds:⁽¹⁾
Estimated borrowing capacity of securities available for repurchase agreement borrowings:
MBS	—		18,978		—		19,574
FFCB bonds	3,052		3,052		3,130		3,052
Subtotal contingent sources of funds	3,052		22,030		3,130		22,626
Total contingent funds available	$	10,483	$	22,685	$	13,418	$	25,649

(1)

The estimated amount of repurchase agreement borrowings obtainable from authorized securities dealers is subject to market conditions and the ability of securities dealers to obtain financing for the securities transactions entered into with the Bank. The estimated maximum amount of repurchase agreement borrowings obtainable is based on the current par amount and estimated market value of MBS and other ~~eligible debt~~investments (not included in above figures) that are not pledged at the beginning of the period and is subject to estimated collateral discounts taken by securities ~~as collateral in the repurchase agreement markets. Under this guideline, the Bank maintained at least 90 days of liquidity at all times during the first~~ ~~nine~~ ~~months of~~ ~~2013~~. On a daily basis, the Bank models its cash commitments and expected cash flows for the next 90 days to determine its projected liquidity position. If a market or operational disruption occurred that prevented the issuance of new consolidated obligation bonds or discount notes through the capital markets, the Bank could meet its obligations by: (i) allowing short-term liquid investments to mature, (ii) using eligible securities as collateral for repurchase agreement borrowings, and (iii) if necessary, allowing advances to mature without renewal. In addition, the Bank may be able to borrow on a short-term unsecured basis from financial institutions (Federal funds purchased) or other FHLBanks (inter-FHLBank borrowings).

The following table shows the Bank’s principal financial obligations due, estimated sources of funds available to meet those obligations, and the net difference between funds available and funds needed for the 5-business-day and 90-day periods following ~~September 30, 2013, and~~ ~~December 31, 2012. Also shown are additional contingent sources of funds from on-balance sheet collateral available for repurchase agreement borrowings.~~

~~Table of Contents~~

Principal Financial Obligations Due and Funds Available for Selected Periods

As of September 30, 2013    As of December 31, 2012
(In millions)
5 Business
Days

   90 Days

5 Business
Days

   90 Days
Obligations due:
Commitments for new advances $ —
   $ 1
   $ —
   $ 17
Commitments to purchase investments 752
752
275
275
Demand deposits 664
   664
   316
   316
Maturing member term deposits —
   —
   —
   2
Discount note and bond maturities and expected exercises of bond call options 600
   20,525
   467
   11,417
Subtotal obligations 2,016
   21,942
   1,058
   12,027
Sources of available funds:
Maturing investments 2,570
   11,791
   5,120
   14,117
Cash at Federal Reserve Bank of San Francisco 4,058
   4,058
   103
   103
Proceeds from scheduled settlements of discount notes and bonds —
   —
   390
   635
Maturing advances and scheduled prepayments 2,140
   12,609
   1,785
   5,486
Subtotal sources 8,768
   28,458
   7,398
   20,341
Net funds available 6,752
   6,516
   6,340
   8,314
Additional contingent sources of funds:⁽¹⁾

Estimated borrowing capacity of securities available for repurchase agreement borrowings:
MBS —
   19,684
   —
   19,363
FFCB bonds 3,097
3,097
3,080
3,080
Subtotal contingent sources 3,097
   22,781
   3,080
   22,443
Total contingent funds available $ 9,849
   $ 29,297
   $ 9,420
   $ 30,757

dealers.

For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Liquidity” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Liquidity Risk” in the Bank’s 2013 Form

10-K.

~~(1)~~

~~10-K.~~

Regulatory Capital Requirements

The FHLBank Act and Finance Agency regulations specify that each FHLBank must meet certain minimum regulatory capital standards. The Bank must maintain: (i) total regulatory capital in an amount equal to at least 4% of its total assets, (ii) leverage capital in an amount equal to at least 5% of its total assets, and (iii) permanent capital in an amount ~~at least~~that is greater than or equal to its ~~regulatory~~ risk-based capital requirement. ~~Regulatory~~Because the Bank issues only Class B stock, regulatory capital and permanent capital for the Bank are both ~~defined as total capital~~composed of retained earnings and Class B stock, ~~outstanding,~~ including mandatorily redeemable capital stock ~~and retained earnings.~~(which is classified as a liability for financial reporting purposes). Regulatory capital and permanent capital do not include ~~accumulated other comprehensive income/(loss).~~AOCI. Leverage capital is defined as the sum of permanent capital weighted by a 1.5 multiplier plus non-permanent capital. ~~(Non-permanent capital consists of Class A stock, which is redeemable upon six months’ notice. The Bank’s capital plan does not provide for the issuance of Class A stock.)~~ The risk-based capital ~~requirements must be met with permanent capital, which must be at least~~requirement is equal to the sum of the Bank’s credit risk, market risk, and operations risk capital requirements, all of which are calculated in accordance with the rules and regulations of the Finance Agency.

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The following table shows the Bank’s compliance with the Finance Agency’s capital requirements at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013. The Bank's risk-based capital requirement decreased from $3.9 billion at December 31, 2013, to $3.7 billion at March 31, 2014.

																									Regulatory Capital Requirements

	September 30, 2013						December 31, 2012						March 31, 2014						December 31, 2013
(Dollars in millions)	Required			Actual			Required			Actual			Required			Actual			Required			Actual
Risk-based capital	$	4,010		$	8,486		$	4,073		$	10,750		$	3,735		$	7,350		$	3,912		$	7,925
Total regulatory capital	$	3,506		$	8,486		$	3,457		$	10,750		$	3,447		$	7,350		$	3,431		$	7,925
Total regulatory capital ratio	4.00		%	9.68		%	4.00		%	12.44		%	4.00		%	8.53		%	4.00		%	9.24		%
Leverage capital	$	4,383		$	12,730		$	4,321		$	16,125		$	4,309		$	11,024		$	4,289		$	11,888
Leverage ratio	5.00		%	14.52		%	5.00		%	18.66		%	5.00		%	12.79		%	5.00		%	13.86		%

~~In light~~The Bank's total regulatory capital ratio decreased to 8.53% at March 31, 2014, from 9.24% at December 31, 2013, primarily because of the ~~Bank’s strong~~decrease in regulatory capital ~~position, the Bank plans to repurchase~~ ~~$750 million~~ ~~in excess capital stock on~~ ~~November 15, 2013. This repurchase, combined with the estimated redemption of up to~~ ~~$65 million~~ ~~in mandatorily redeemable capital stock during the fourth quarter of 2013, will reduce~~resulting from the Bank’s excess capital stock ~~by up to~~ ~~$815~~repurchase activity. The Bank repurchased $750 million~~. The amount of~~ in excess capital stock ~~to be repurchased from each shareholder will be based on~~in the ~~total amount~~first quarter of capital stock (including mandatorily redeemable capital stock) outstanding to all shareholders on the repurchase date. The Bank will repurchase an equal percentage of each shareholder’s total capital stock to the extent that the shareholder has sufficient excess capital stock.2014.

The Bank’s capital requirements are more fully discussed in “Item 8. Financial Statements and Supplementary Data – Note 16 – Capital” in the Bank’s ~~2012~~2013 Form 10-K.

Risk Management

The Bank has an integrated corporate governance and internal control framework designed to support effective management of the Bank’s business activities and the risks inherent in these activities. As part of this framework, the Bank’s Board of Directors has adopted a Risk Management Policy and a Member Products Policy, which are reviewed regularly and reapproved at least annually. The Risk Management Policy establishes risk guidelines, limits (if applicable), and standards for credit risk, market risk, liquidity risk, operations risk, concentration risk, and business risk in accordance with Finance Agency regulations, the risk profile established by the Board of Directors, and other applicable guidelines in connection with the Bank’s capital plan and overall risk management. For more detailed information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management” in the Bank’s ~~2012~~2013 Form 10‑K.

Advances. The Bank manages the credit risk of advances and other member credit products by setting the credit and collateral terms available to individual borrowers based on their creditworthiness and on the quality and value of the assets they pledge as collateral. The Bank also has procedures to assess the mortgage loan quality and documentation standards of the borrowers that pledge mortgage loan collateral. In addition, the Bank has collateral policies and restricted lending procedures in place to help manage its exposure to borrowers that experience difficulty in meeting their capital requirements or other standards of creditworthiness. These credit and collateral policies balance the Bank’s dual goals of meeting members’ needs as a reliable source of liquidity and mitigating credit risk by adjusting credit and collateral terms in view of deterioration in creditworthiness. The Bank has never experienced a credit loss on an advance.

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The Bank determines the maximum amount and maximum term of the advances it will make to a member based on the member’s creditworthiness and eligible collateral pledged in accordance with the Bank’s credit and collateral policies and regulatory requirements. The Bank may review and change the maximum amount and maximum term at any time. The maximum amount a member may borrow is also limited by the amount and type of collateral pledged because all advances must be fully collateralized.

~~Table of Contents~~

To identify the credit strength of each borrower and potential borrower, other than community development financial institutions (CDFIs) and insurance companies, the Bank assigns each member and each nonmember borrower ~~with credit outstanding~~ an internal credit quality rating from one to ten, with one as the highest credit quality rating. These ratings are based on results from the Bank’s credit model, which considers financial, regulatory, and other qualitative information, including regulatory examination reports. The internal ratings are reviewed on an ongoing basis using current available information and are revised, if necessary, to reflect the borrower’s current financial position. Credit and collateral terms may be adjusted based on the results of this credit analysis.

The Bank determines the maximum amount and maximum term of the advances it will make to an insurance company based on an ongoing risk assessment that considers the member's financial and regulatory standing and other qualitative information deemed relevant by the Bank. This evaluation results in the assignment of an internal credit quality rating from one to ten, with one as the highest credit quality rating. Approved terms are designed to meet the needs of the individual member while mitigating the unique credit and collateral risks associated with insurance companies, including risks related to the resolution process for insurance companies, which is significantly different from the one established for the Bank’s insured depository members.

The Bank determines the maximum amount and maximum term of the advances it will make to a CDFI based on a separate risk assessment system that considers information from the CDFI’s audited annual financial statements, supplemented by additional information deemed relevant by the Bank. Approved terms are designed to meet the needs of the individual member while mitigating the unique credit and collateral risks of CDFIs, which do not file quarterly regulatory financial reports and are not subject to the same inspection and regulation requirements as other types of members.

Pursuant to the Bank’s lending agreements with its borrowers, the Bank limits extensions of credit to individual borrowers to a percentage of the market value or unpaid principal balance of the borrower’s pledged collateral, known as the borrowing capacity. The borrowing capacity percentage varies according to several factors, including the charter type of the member, the collateral type, the value assigned to the collateral, the results of the Bank’s collateral field review of the borrower’s collateral, the pledging method used for loan collateral (specific identification or blanket lien), the amount of loan data provided (detailed or summary reporting), the data reporting frequency (monthly or quarterly), the borrower’s financial strength and condition, and any member-specific collateral risks. Under the terms of the Bank’s lending agreements, the aggregate borrowing capacity of a borrower’s pledged eligible collateral must meet or exceed the total amount of the borrower’s outstanding advances, other extensions of credit, and certain other borrower obligations and liabilities. The Bank monitors each borrower’s aggregate borrowing capacity and collateral requirements on a daily basis by comparing the institution’s borrowing capacity to its obligations to the Bank.

In addition, the total amount of advances made available to each member or housing associate may be limited by the financing availability assigned by the Bank, which is generally expressed as a percentage of the member’s or housing associate’s assets. The amount of financing availability is generally determined by the creditworthiness of the member or housing associate.

When a nonmember financial institution acquires some or all of the assets and liabilities of a member, including outstanding advances and Bank capital stock, the Bank may allow the advances to remain outstanding, at its discretion. The nonmember borrower is required to meet the Bank’s applicable credit, collateral, and capital stock requirements, including requirements regarding creditworthiness and collateral borrowing capacity.

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The following tables present a summary of the status of the credit outstanding and overall collateral borrowing capacity of the Bank’s member and nonmember borrowers as of ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013. During the three months ended March 31, 2014, the Bank's internal credit ratings stayed the same or improved for the majority of members and nonmember borrowers.

~~Table of Contents~~


Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity by Credit Quality Rating	Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity by Credit Quality Rating								Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity by Credit Quality Rating

(Dollars in millions)
September 30, 2013
March 31, 2014
	All Members and Nonmembers	Members and Nonmembers with Credit Outstanding							All Members and Nonmembers	Members and Nonmembers with Credit Outstanding
					Collateral Borrowing Capacity⁽²⁾								Collateral Borrowing Capacity⁽²⁾
Member or Nonmember Credit Quality Rating	Number	Number	Credit Outstanding⁽¹⁾		Total		Used		Number	Number	Credit Outstanding⁽¹⁾		Total		Used
1-3	214	132	$	39,377	$	142,348	28	%	232	135	$	37,398	$	145,605	26	%
4-6	121	63	7,830		21,356		37		102	49	12,612		21,886		58
7-10	23	8	152		296		51		18	7	61		146		42
Subtotal	358	203	47,359		164,000		29		352	191	50,071		167,637		30
CDFIs	4	2	30		36		83		5	3	39		50		78
Total	362	205	$	47,389	$	164,036	29	%	357	194	$	50,110	$	167,687	30	%

December 31, 2012
December 31, 2013
	All Members and Nonmembers	Members and Nonmembers with Credit Outstanding							All Members and Nonmembers	Members and Nonmembers with Credit Outstanding
					Collateral Borrowing Capacity⁽²⁾								Collateral Borrowing Capacity⁽²⁾
Member or Nonmember Credit Quality Rating	Number	Number	Credit Outstanding⁽¹⁾		Total		Used		Number	Number	Credit Outstanding⁽¹⁾		Total		Used
1-3	183	110	$	32,230	$	127,782	25	%	224	135	$	37,451	$	141,076	27	%
4-6	153	76	13,824		30,829		45		119	60	10,269		21,969		47
7-10	35	16	520		974		53		17	5	44		133		33
Total	371	202	$	46,574	$	159,585	29		360	200	47,764		163,178		29
CDFIs	3	2	35		37		95		4	2	30		37		81
Total	374	204	$	46,609	$	159,622	29	%	364	202	$	47,794	$	163,215	29	%


(1)	Includes advances, letters of credit, the market value of swaps, estimated prepayment fees for certain borrowers, and the credit enhancement obligation on MPF loans.


(2)	Collateral borrowing capacity does not represent any commitment to lend on the part of the Bank.

Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity
by Unused Borrowing Capacity

(Dollars in millions)
September 30, 2013
Unused Borrowing Capacity
Number of Members and Nonmembers with
Credit Outstanding


Credit
Outstanding⁽¹⁾


Collateral
Borrowing
Capacity⁽²⁾

0% – 10% 3
   $ 40
   $ 43
11% – 25% 8
   222
   269
26% – 50% 19
   15,152
   27,039
More than 50% 175
   31,975
   136,685
Total 205
   $ 47,389
   $ 164,036

December 31, 2012
Unused Borrowing Capacity
Number of Members and Nonmembers with
Credit Outstanding


Credit
Outstanding⁽¹⁾


Collateral
Borrowing
Capacity⁽²⁾

0% – 10% 10
   $ 305
   $ 330
11% – 25% 5
   12,095
   15,141
26% – 50% 28
   6,779
   11,360
More than 50% 161
   27,430
   132,791
Total 204
   $ 46,609
   $ 159,622

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Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity by Unused Borrowing Capacity

(Dollars in millions)
March 31, 2014
Unused Borrowing Capacity	Number of Members and Nonmembers with Credit Outstanding	Credit Outstanding⁽¹⁾		Collateral Borrowing Capacity⁽²⁾
0% – 10%	7	$	3,118	$	3,191
11% – 25%	9	10,229		12,463
26% – 50%	19	9,943		18,592
More than 50%	159	26,820		133,441
Total	194	$	50,110	$	167,687

December 31, 2013
Unused Borrowing Capacity	Number of Members and Nonmembers with Credit Outstanding	Credit Outstanding⁽¹⁾		Collateral Borrowing Capacity⁽²⁾
0% – 10%	3	$	42	$	44
11% – 25%	13	4,805		5,983
26% – 50%	23	13,862		21,433
More than 50%	163	29,085		135,755
Total	202	$	47,794	$	163,215


(1)	Includes advances, letters of credit, the market value of swaps, estimated prepayment fees for certain borrowers, and the credit enhancement obligation on MPF loans.


(2)	Collateral borrowing capacity does not represent any commitment to lend on the part of the Bank.

Total collateral borrowing capacity increased in the first quarter of 2014 because of improvement in collateral values and member credit quality. Based on the collateral pledged as security for advances, the Bank's credit analyses of borrowers' financial condition, and the Bank's credit extension and collateral policies, the Bank expects to collect all amounts due according to the contractual terms of the advances. Therefore, no allowance for credit losses on advances is deemed necessary by the Bank. The Bank has never experienced any credit losses on advances.

Securities pledged as collateral are assigned borrowing capacities that reflect the securities’ pricing volatility and market liquidity risks. Securities are delivered to the Bank’s custodian when they are pledged. The Bank prices securities collateral on a daily basis or twice a month, depending on the availability and reliability of external pricing sources. Securities that are normally priced twice a month may be priced more frequently in volatile market conditions. The Bank benchmarks the borrowing capacities for securities collateral to the market on a periodic basis and may review and change the borrowing capacity for any security type at any time. As of ~~September 30, 2013~~March 31, 2014, the borrowing capacities assigned to U.S. Treasury and agency securities ranged from ~~99%~~55% to ~~55%~~99% of their market value. The borrowing capacities assigned to private-label MBS, which must be rated AAA or AA when initially pledged, generally ranged from ~~75%~~50% to ~~50%~~75% of their market value, depending on the underlying collateral (residential mortgage loans, home equity loans, or commercial real estate loans), the rating, and the subordination structure of the respective securities.

The following table presents the securities collateral pledged by all members and by nonmembers with credit outstanding at ~~September 30, 2013~~March 31, 2014, and ~~December~~ December��31, ~~2012~~2013.

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																	Composition of Securities Collateral Pledged by Members and by Nonmembers with Credit Outstanding

(In millions)	September 30, 2013				December 31, 2012				March 31, 2014				December 31, 2013
Securities Type with Current Credit Ratings	Current Par		Borrowing Capacity		Current Par		Borrowing Capacity		Current Par		Borrowing Capacity		Current Par		Borrowing Capacity
U.S. Treasury (bills, notes, bonds)	$	553	$	552	$	201	$	197	$	500	$	495	$	484	$	481
Agency (notes, subordinated debt, structured notes, indexed amortization notes, and Small Business Administration pools)	3,605		3,553		2,915		2,891		3,068		2,985		3,156		3,059
Agency pools and collateralized mortgage obligations	12,486		12,050		13,609		13,421		9,687		9,265		10,029		9,543
PLRMBS – publicly registered investment-grade-rated senior tranches	5		1		9		4		3		1		4		1
Private-label commercial MBS – publicly registered AAA-rated subordinated tranches	83		69		4		3		79		65		83		68
Term deposits with the Bank	1		1		2		2		1		1		1		1
Total	$	16,733	$	16,226	$	16,740	$	16,518	$	13,338	$	12,812	$	13,757	$	13,153

With respect to loan collateral, most borrowers (except insurance companies) may choose to pledge loan collateral ~~using a~~by specific identification ~~method~~ or under a blanket ~~lien method.~~lien. Insurance company members are required to pledge loan collateral ~~under~~by specific identification with monthly reporting. All other borrowers pledging ~~under the~~by specific identification ~~method~~ must provide a detailed listing of all the loans pledged to the Bank on a monthly or quarterly basis. ~~Under the~~With a blanket lien, ~~method,~~ a borrower generally pledges the following loan types, whether or not the individual loans are eligible to receive borrowing capacity: all loans secured by real estate; all loans made for commercial, corporate, or business purposes; and all participations in these loans. Borrowers pledging under ~~the~~a blanket lien ~~method~~ may provide a detailed listing of loans or may use a summary reporting method.

The Bank may require certain borrowers to deliver pledged loan collateral to the Bank for one or more reasons, including the following: the borrower is a de novo institution (chartered within the last three years), an insurance company, or a CDFI; the Bank is concerned about the borrower’s creditworthiness; or the Bank is concerned about the maintenance of its collateral or the priority of its security interest. With the exception of insurance companies and CDFIs, borrowers required to deliver loan collateral must pledge those loans under ~~the~~a blanket lien ~~method~~ with detailed reporting. The Bank’s largest borrowers are required to report detailed data on a monthly basis and may pledge loan collateral using either the specific identification method or the blanket lien method with detailed reporting.

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As of ~~September 30, 2013~~March 31, 2014, ~~46%~~42% of the loan collateral pledged to the Bank was pledged by 34 institutions ~~under~~by specific identification, ~~42%~~43% was pledged by ~~162~~153 institutions under a blanket lien with detailed reporting, and ~~12%~~15% was pledged by ~~100~~101 institutions under a blanket lien with summary reporting.

As of ~~September 30, 2013~~March 31, 2014, the Bank’s maximum borrowing capacities as a percentage of the assigned market value of mortgage loan collateral pledged under a blanket lien with detailed reporting were as follows: 90% for first lien residential mortgage loans, 88% for multifamily mortgage loans, 84% for commercial mortgage loans, and 81% for second lien residential mortgage loans. The maximum borrowing capacity for small business, small agribusiness, and small farm loans was 50% of the unpaid principal balance, although most of these loans are pledged under blanket lien with summary reporting, with a maximum borrowing capacity of 25%. The highest borrowing capacities are available to borrowers that pledge under a blanket lien with detailed reporting because the detailed loan information allows the Bank to assess the value of the collateral more precisely and because additional collateral is pledged under the blanket lien that may not receive borrowing capacity but may be liquidated to repay advances in the event of default. The Bank may review and change the maximum borrowing capacity for any type of loan collateral at any time.

The table below presents the mortgage loan collateral pledged by all members and by nonmembers with credit outstanding at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

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																	Composition of Loan Collateral Pledged by Members and by Nonmembers with Credit Outstanding

(In millions)	September 30, 2013				December 31, 2012				March 31, 2014				December 31, 2013
Loan Type	Unpaid Principal Balance		Borrowing Capacity		Unpaid Principal Balance		Borrowing Capacity		Unpaid Principal Balance		Borrowing Capacity		Unpaid Principal Balance		Borrowing Capacity
First lien residential mortgage loans	$	97,173	$	76,225	$	101,327	$	73,693	$	100,704	$	80,923	$	98,377	$	78,992
Second lien residential mortgage loans and home equity lines of credit	32,067		9,173		34,511		9,684		30,220		10,425		31,344		8,968
Multifamily mortgage loans	21,915		17,770		26,301		21,841		20,263		16,450		21,162		17,131
Commercial mortgage loans	45,183		31,201		44,801		31,139		49,541		33,883		47,780		32,326
Loan participations⁽¹⁾	17,624		12,690		9,277		5,912		17,078		12,416		16,540		11,843
Small business, small farm, and small agribusiness loans	2,664		656		3,058		733		2,788		682		2,956		709
Other	136		95		579		102		139		96		135		93
Total	$	216,762	$	147,810	$	219,854	$	143,104	$	220,733	$	154,875	$	218,294	$	150,062


(1)	The unpaid principal balance for loan participations is 100% of the outstanding loan amount. The borrowing capacity for loan participations is based on the participated amount pledged to the Bank.

The Bank holds a security interest in subprime residential mortgage loans pledged as collateral. Subprime loans are defined as loans with a borrower FICO score of 660 or less at origination, or if the original FICO score is not available, as loans with a current borrower FICO score of 660 or less. At ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013, the unpaid principal balance of these loans totaled $14 billion and $1614 billion, respectively. The Bank reviews and assigns borrowing capacities to subprime mortgage loans as it does for all other types of loan collateral, taking into account the known credit attributes in the pricing of the loans. All advances, including those made to borrowers pledging subprime mortgage loans, are required to be fully collateralized. The Bank limits the amount of borrowing capacity that may be supported by subprime collateral.

Investments. The Bank has adopted credit policies and exposure limits for investments that promote risk limitation, diversification, and liquidity. These policies determine eligible counterparties and restrict the amounts and terms of the Bank’s investments with any given counterparty according to the Bank’s own capital position as well as the capital and creditworthiness of the counterparty.

The Bank monitors its investments for substantive changes in relevant market conditions and any declines in fair value. For securities in an unrealized loss position because of factors other than movements in interest rates, such as

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widening of mortgage asset spreads, the Bank considers whether it expects to recover the entire amortized cost basis of the security by comparing the best estimate of the present value of the cash flows expected to be collected from the security with the amortized cost basis of the security. If the ~~Bank��s~~Bank’s best estimate of the present value of the cash flows expected to be collected is less than the amortized cost basis, the difference is considered the credit loss.

When the fair value of an individual investment security falls below its amortized cost, the Bank evaluates whether the decline is other than temporary. The Bank recognizes an ~~other-than-temporary impairment~~OTTI when it determines that it will be unable to recover the entire amortized cost basis of the security and the fair value of the investment security is less than its amortized cost. The Bank considers its intent to hold the security and whether it is more likely than not that the Bank will be required to sell the security before its anticipated recovery of the remaining cost basis, and other factors. The Bank generally views changes in the fair value of the securities caused by movements in interest rates to be temporary.

The following tables present the Bank’s investment credit exposure at the dates indicated, based on the lowest of the long-term credit ratings provided by Moody’s, Standard & Poor’s, or comparable Fitch ratings.

Investment Credit Exposure

(In millions)
September 30, 2013
   Carrying Value

Credit Rating⁽¹⁾

Investment Type AAA
   AA
   A
   BBB
   BB
   B
   CCC
   CC
   C
   D
Unrated
Total
Non-MBS
Certificates of deposit $ —
$ 1,021
$ 2,122
   $ —
   $ —
   $ —
   $ —
   $ —
   $ —
   $ —
$ —
$ 3,143
Commercial paper —
—
741
—
—
—
—
—
—
—
—
—
741
Housing finance agency bonds —
   —
   124
   317
   —
   —
   —
   —
   —
   —
—
441
GSEs:
FFCB bonds —
3,193
—
—
—
—
—
—
—
—
—
3,193
Total non-MBS —
4,214
2,987
317
—
—
—
—
—
—
—
7,518
MBS:
Other U.S. obligations:
Ginnie Mae —
   933
   —
   —
   —
   —
   —
   —
   —
   —
—
933
GSEs:
Freddie Mac —
5,428
—
—
—
—
—
—
—
—
—
5,428
Fannie Mae —
6,578
   30
   —
   20
   —
   —
   —
   —
   —
—
6,628
Total GSEs —
   12,006
   30
   —
   20
   —
   —
   —
   —
   —
—
12,056
PLRMBS:
Prime —
—
2
526
569
405
316
—
204
138
2
2,162
Alt-A, option ARM —
—
—
—
16
57
932
58
27
—
—
1,090
Alt-A, other 12
—
111
330
344
617
2,914
498
359
1,156
2
6,343
Total PLRMBS 12
—
113
856
929
1,079
4,162
556
590
1,294
4
9,595
Total MBS 12
12,939
143
856
949
1,079
4,162
556
590
1,294
4
22,584
Total securities 12
17,153
3,130
1,173
949
1,079
4,162
556
590
1,294
4
30,102
Federal funds sold⁽²⁾
—
3,879
4,050
41
—
—
—
—
—
—
—
7,970
Total investments $ 12
   $ 21,032
   $ 7,180
   $ 1,214
   $ 949
   $ 1,079
   $ 4,162
   $ 556
   $ 590
   $ 1,294
$ 4
   $ 38,072

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Investment Credit Exposure																									Investment Credit Exposure

(In millions)
December 31, 2012
March 31, 2014
	Carrying Value																								Carrying Value
	Credit Rating⁽¹⁾																								Credit Rating⁽¹⁾
Investment Type	AAA		AA		A		BBB		BB		B		CCC		CC		C		D		Unrated		Total		AAA		AA		A		BBB		BB		B		CCC		CC		C		D		Unrated		Total
Non-MBS
Certificates of deposit	$	—	$	—	$	1,739	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,739	$	—	$	827	$	1,681	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	2,508
Housing finance agency bonds	—		148		—		387		—		—		—		—		—		—		—		535
Housing finance agency bonds:
CalHFA bonds																									—		—		110		270		—		—		—		—		—		—		—		380
GSEs:
FFCB bonds	—		3,175		—		—		—		—		—		—		—		—		—		3,175		—		3,114		—		—		—		—		—		—		—		—		—		3,114
Total non-MBS	—		3,323		1,739		387		—		—		—		—		—		—		—		5,449		—		3,941		1,791		270		—		—		—		—		—		—		—		6,002
MBS:
Other U.S. obligations:
Ginnie Mae	—		356		—		—		—		—		—		—		—		—		—		356		—		1,689		—		—		—		—		—		—		—		—		—		1,689
GSEs:
Freddie Mac	—		4,828		—		—		—		—		—		—		—		—		—		4,828		—		5,093		—		—		—		—		—		—		—		—		—		5,093
Fannie Mae	—		6,944		47		—		29		—		—		—		—		—		—		7,020		—		6,099		24		—		16		—		—		—		—		—		—		6,139
Total GSEs	—		11,772		47		—		29		—		—		—		—		—		—		11,848		—		11,192		24		—		16		—		—		—		—		—		—		11,232
PLRMBS:
Prime	1		50		186		446		653		498		336		98		219		60		2		2,549		—		—		3		452		554		343		304		—		159		160		2		1,977
Alt-A, option ARM	—		—		—		—		—		19		965		47		20		—		—		1,051		—		—		—		—		16		76		927		66		25		—		—		1,110
Alt-A, other	20		28		88		425		489		717		2,841		923		553		832		2		6,918		12		2		109		283		308		555		2,774		344		311		1,307		2		6,007
Total PLRMBS	21		78		274		871		1,142		1,234		4,142		1,068		792		892		4		10,518		12		2		112		735		878		974		4,005		410		495		1,467		4		9,094
Total MBS	21		12,206		321		871		1,171		1,234		4,142		1,068		792		892		4		22,722		12		12,883		136		735		894		974		4,005		410		495		1,467		4		22,015
Total securities	21		15,529		2,060		1,258		1,171		1,234		4,142		1,068		792		892		4		28,171		12		16,824		1,927		1,005		894		974		4,005		410		495		1,467		4		28,017
Securities purchased under agreements to resell	—		—		1,500		—		—		—		—		—		—		—		—		1,500		—		500		—		—		—		—		—		—		—		—		—		500
Federal funds sold⁽²⁾	—		4,811		6,020		26		—		—		—		—		—		—		—		10,857		—		3,668		2,733		—		—		—		—		—		—		—		—		6,401
Total investments	$	21	$	20,340	$	9,580	$	1,284	$	1,171	$	1,234	$	4,142	$	1,068	$	792	$	892	$	4	$	40,528	$	12	$	20,992	$	4,660	$	1,005	$	894	$	974	$	4,005	$	410	$	495	$	1,467	$	4	$	34,918

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(In millions)
December 31, 2013
	Carrying Value
	Credit Rating⁽¹⁾
Investment Type	AAA		AA		A		BBB		BB		B		CCC		CC		C		D		Unrated		Total
Non-MBS
Certificates of deposit	$	—	$	360	$	1,300	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,660
Housing finance agency bonds:
CalHFA bonds	—		—		110		306		—		—		—		—		—		—		—		416
GSEs:
FFCB bonds	—		3,194		—		—		—		—		—		—		—		—		—		3,194
Total non-MBS	—		3,554		1,410		306		—		—		—		—		—		—		—		5,270
MBS:
Other U.S. obligations:
Ginnie Mae	—		1,589		—		—		—		—		—		—		—		—		—		1,589
GSEs:
Freddie Mac	—		5,250		—		—		—		—		—		—		—		—		—		5,250
Fannie Mae	—		6,286		27		—		18		—		—		—		—		—		—		6,331
Total GSEs	—		11,536		27		—		18		—		—		—		—		—		—		11,581
PLRMBS:
Prime	—		—		3		498		555		364		307		—		166		162		2		2,057
Alt-A, option ARM	—		—		—		—		16		76		937		60		26		—		—		1,115
Alt-A, other	12		2		116		311		307		572		2,832		387		352		1,257		2		6,150
Total PLRMBS	12		2		119		809		878		1,012		4,076		447		544		1,419		4		9,322
Total MBS	12		13,127		146		809		896		1,012		4,076		447		544		1,419		4		22,492
Total securities	12		16,681		1,556		1,115		896		1,012		4,076		447		544		1,419		4		27,762
Federal funds sold⁽²⁾	—		3,773		3,686		39		—		—		—		—		—		—		—		7,498
Total investments	$	12	$	20,454	$	5,242	$	1,154	$	896	$	1,012	$	4,076	$	447	$	544	$	1,419	$	4	$	35,260


(1)	Credit ratings of BB and lower are below investment grade.


(2)	Includes $100 million in Federal funds sold to a member counterparty determined by the Bank to have an internal credit rating equivalent to AA.

For all ~~the~~ securities in its ~~available-for-sale~~AFS and ~~held-to-maturity~~HTM portfolios, for Federal funds sold, and for securities purchased under agreements to resell, the Bank does not intend to sell any security and it is not more likely than not that the Bank will be required to sell any security before its anticipated recovery of the remaining amortized cost basis.

The Bank invests in short-term unsecured Federal funds sold, securities purchased under agreements to resell, and negotiable certificates of deposit ~~and commercial paper~~ with member and nonmember counterparties, all of which are highly rated.

The Bank actively monitors its credit exposures and the credit quality of its counterparties, including an assessment of each counterparty’s financial performance, capital adequacy, likelihood of parental or sovereign support, and the current market perceptions of the counterparties. The Bank may also consider general macroeconomic ~~political stability,~~ and market conditions and political stability when establishing limits on unsecured investments with U.S. branches and agency offices of foreign commercial banks. As a result of deteriorating financial condition or concerns about adverse economic or market developments, the Bank may reduce limits or terms on unsecured investments or suspend a ~~counterparty’s limits on unsecured investments.~~counterparty.

~~Table of Contents~~

Finance Agency regulations limit the amount of unsecured credit that an individual FHLBank may extend to a single counterparty. This limit is calculated with reference to a percentage of either the FHLBank’s or the counterparty’s capital and to the counterparty’s overall credit rating. Under these regulations, the lesser of the FHLBank’s total regulatory capital or the counterparty’s Tier 1 capital is multiplied by a percentage specified in the

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regulation. The percentages used to determine the maximum amount of term extensions of unsecured credit range from 1% to 15%, depending on the counterparty’s overall credit rating. Term extensions of unsecured credit include on-balance sheet transactions, off-balance sheet commitments, and derivative transactions, but exclude overnight ~~extensions of credit and~~ Federal funds sales, even if subject to a continuing contract. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Derivative Counterparties” for additional information related to derivatives exposure.)

Finance Agency regulations also permit the FHLBanks to extend additional unsecured credit to the same single counterparty for overnight ~~extensions of credit and for~~ sales of Federal funds, even if subject to a continuing contract. However, an FHLBank’s total unsecured credit to a single counterparty (total term ~~unsecured credit~~ plus ~~total~~additional overnight ~~and~~ Federal funds unsecured credit) may not exceed twice the regulatory limit for term exposures (2% to 30% of the lesser of the FHLBank’s total capital or the counterparty’s Tier 1 capital, based on the counterparty’s overall credit rating). In addition, the FHLBanks are prohibited by Finance Agency regulation from investing in financial instruments issued by non-U.S. entities other than those issued by U.S. branches and agency offices of foreign commercial banks.

Under Finance Agency regulations, the total amount of unsecured credit that an FHLBank may extend to a group of affiliated counterparties for term extensions of unsecured credit and overnight ~~extensions of credit, and~~ Federal funds sales, ~~subject to a continuing contract,~~ combined, may not exceed 30% of the FHLBank’s total capital. These limits on affiliated counterparty groups are in addition to the limits on extensions of unsecured credit applicable to any single counterparty within the affiliated group.

As of ~~September 30, 2013~~March 31, 2014, the Bank’s unsecured investment credit exposure to U.S. branches and agency offices of foreign commercial banks was limited to Federal funds sold and certificates of deposit, which represented ~~87%~~95% and ~~42%~~26%, respectively, of the Bank’s total unsecured investment credit exposure in Federal funds sold and certificates of deposit.

The following table presents the credit ratings of the unsecured investment credit exposures presented by the domicile of the counterparty or the domicile of the counterparty’s parent for U.S. branches and agency offices of foreign commercial banks, based on the lowest of the credit ratings provided by Moody’s, Standard & Poor’s, or comparable Fitch ratings. This table does not reflect the foreign sovereign government’s credit rating. At ~~September 30, 2013~~March 31, 2014, ~~41%~~50% of the carrying value of unsecured investments held by the Bank were rated AA.

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															Ratings of Unsecured Investment Credit Exposure by Domicile of Counterparty

(In millions)
September 30, 2013
March 31, 2014
	Carrying Value⁽¹⁾								Carrying Value⁽¹⁾
	Credit Rating⁽²⁾								Credit Rating⁽²⁾
Domicile of Counterparty	AA		A		BBB		Total		AA		A		Total
Domestic⁽³⁾	$	1,121	$	1,758	$	41	$	2,920	$	927	$	1,039	$	1,966
U.S. subsidiaries of foreign commercial banks	—		642		—		642		—		250		250
Total domestic and U.S. subsidiaries of foreign commercial banks	1,121		2,400		41		3,562		927		1,289		2,216
U.S. branches and agency offices of foreign commercial banks:
Australia	2,150		—		—		2,150		999		—		999
Canada	1,129		2,546		—		3,675		999		1,854		2,853
Japan	—		1,467		—		1,467		—		1,271		1,271
Netherlands	500		—		—		500		785		—		785
United Kingdom	—		500		—		500
Sweden									785		—		785
Total U.S. branches and agency offices of foreign commercial banks	3,779		4,513		—		8,292		3,568		3,125		6,693
Total unsecured credit exposure	$	4,900	$	6,913	$	41	$	11,854	$	4,495	$	4,414	$	8,909


(1)	Excludes unsecured investment credit exposure to U.S. government agencies and instrumentalities, government-sponsored enterprises, and supranational entities and does not include related accrued interest as of ~~September 30, 2013~~March 31, 2014.


(2)	Does not reflect changes in ratings, outlook, or watch status occurring after ~~September 30, 2013~~March 31, 2014. These ratings represent the lowest rating available for each security owned by the Bank, based on the ratings provided by Moody’s, Standard & Poor’s, or comparable Fitch ratings. The Bank’s internal rating may differ from this rating.


(3)	Includes $100 million in Federal funds sold to a member counterparty determined by the Bank to have an internal credit rating equivalent to AA.

The following table presents the contractual maturity of the Bank’s unsecured investment credit exposure by the domicile of the counterparty or the domicile of the counterparty’s parent for U.S. branches and agency offices of foreign commercial banks.

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																			Contractual Maturity of Unsecured Investment Credit Exposure by Domicile of Counterparty

(In millions)
September 30, 2013
March 31, 2014
	Carrying Value⁽¹⁾										Carrying Value⁽¹⁾
Domicile of Counterparty	Overnight		Due 2 Days Through 30 Days		Due 31 Days Through 90 Days		Due 91 Days Through 180 Days		Total		Overnight		Due 2 Days Through 30 Days		Due 31 Days Through 90 Days		Total
Domestic	$	141	$	415	$	2,364	$	—	$	2,920	$	100	$	1,026	$	840	$	1,966
U.S. subsidiaries of foreign commercial banks	—		642		—		—		642		250		—		—		250
Total domestic and U.S. subsidiaries of foreign commercial banks	141		1,057		2,364		—		3,562		350		1,026		840		2,216
U.S. branches and agency offices of foreign commercial banks:
Australia	—		1,300		700		150		2,150		—		757		242		999
Canada	—		2,949		726		—		3,675		—		1,028		1,825		2,853
Japan	592		875		—		—		1,467		—		1,271		—		1,271
Netherlands	500		—		—		—		500		—		785		—		785
United Kingdom	500		—		—		—		500
Sweden											785		—		—		785
Total U.S. branches and agency offices of foreign commercial banks	1,592		5,124		1,426		150		8,292		785		3,841		2,067		6,693
Total unsecured credit exposure	$	1,733	$	6,181	$	3,790	$	150	$	11,854	$	1,135	$	4,867	$	2,907	$	8,909


(1)	Excludes unsecured investment credit exposure to U.S. government agencies and instrumentalities, government-sponsored enterprises, and supranational entities and does not include related accrued interest as of ~~September 30, 2013~~March 31, 2014.

~~Table of Contents~~

The Bank determined that, as of ~~September 30, 2013~~,March 31, 2014, the de minimis gross unrealized losses on its certificates of deposit ~~and commercial paper~~ were temporary because the gross unrealized losses were caused by movements in interest rates and not by the deterioration of the issuers’ creditworthiness. The certificates of deposit ~~and commercial paper~~ were all with issuers that had credit ratings of at least A at ~~September 30, 2013~~.March 31, 2014. As a result, the Bank expects to recover the entire amortized cost basis of these securities.

The Bank’s investments may also include housing finance agency bonds issued by housing finance agencies located in Arizona, California, and Nevada, the three states that make up the Bank’s district. These bonds are mortgage revenue bonds (federally taxable) ~~and~~, are collateralized by pools of first lien residential mortgage loans, and are credit-enhanced by bond insurance. The bonds held by the Bank are issued by the California Housing Finance Agency (CalHFA) and insured by either Ambac Assurance Corporation (Ambac), National Public Financial Guarantee (formerly MBIA Insurance ~~Corporation (MBIA)~~Corporation), or Assured Guaranty Municipal Corporation (formerly Financial Security Assurance Incorporated). At ~~September 30, 2013~~March 31, 2014, all of the bonds were rated at least BBB by Moody’s or Standard & Poor’s.

At ~~September 30, 2013~~March 31, 2014, the Bank’s investments in housing finance agency bonds, which were issued by CalHFA, had gross unrealized losses totaling $~~104~~88 million. These gross unrealized losses were due to an illiquid market, credit concerns regarding the underlying mortgage collateral, and credit concerns regarding the monoline insurance providers, causing these investments to be valued at a discount to their acquisition cost. The Bank independently modeled cash flows for the underlying collateral, using assumptions for default rates and loss severity that a market participant would deem reasonable, and concluded that the available credit support within the CalHFA structure more than offset the projected underlying collateral losses. The Bank determined that, as of ~~September 30, 2013~~March 31, 2014, all of the gross unrealized losses on the ~~agency~~CalHFA bonds are temporary because the underlying collateral and credit

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enhancements were sufficient to protect the Bank from losses. As a result, the Bank expects to recover the entire amortized cost basis of these securities. If conditions in the housing and mortgage markets and general business and economic conditions deteriorate, the fair value of the CalHFA bonds may decline further and the Bank may experience OTTI in future periods.

The Bank’s MBS investments include PLRMBS, all of which were AAA-rated at the time of purchase, and

agency residential MBS, which are backed by Fannie Mae, Freddie Mac, or Ginnie Mae. Some of the PLRMBS were issued by and/or purchased from members, former members, or their affiliates. The Bank does not have investment credit limits and terms for these investments that differ for members and nonmembers. Bank policy limits total MBS investments to three times the Bank’s capital. At ~~September 30, 2013~~March 31, 2014, the Bank’s MBS portfolio was ~~269%~~300% of Bank capital (as determined in accordance with regulations governing the operations of the FHLBanks).

The Bank executes all MBS investments without preference to the status of the counterparty or the issuer of the investment as a nonmember, member, or affiliate of a member. When the Bank executes non-MBS investments with members, the Bank may give consideration to their secured credit availability and the Bank’s advances price levels.

The Bank has not purchased any PLRMBS since the first quarter of 2008, and current Bank policy prohibits the purchase of PLRMBS.

At ~~September 30, 2013~~March 31, 2014, PLRMBS representing ~~34%~~33% of the amortized cost of the Bank’s MBS portfolio were labeled Alt-A by the issuer. These PLRMBS are generally collateralized by mortgage loans that are considered less risky than subprime loans but more risky than prime loans. These loans are generally made to borrowers that have sufficient credit ratings to qualify for a prime mortgage loan, but the loans may not meet standard underwriting guidelines for documentation requirements, property type, or loan-to-value ratios.

As of ~~September 30, 2013~~March 31, 2014, the Bank’s investment in MBS had gross unrealized losses totaling $~~593~~486 million, most of which were related to PLRMBS. These gross unrealized losses were primarily due to illiquidity in the MBS market, uncertainty about the future condition of the housing and mortgage markets and the economy, and market expectations of the credit performance of loan collateral underlying these securities, causing these assets to be valued at discounts to their acquisition cost.

~~Table of Contents~~

To assess whether it expects to recover the entire amortized cost basis of its PLRMBS, the Bank performed a cash flow analysis for all of its PLRMBS as of ~~September 30, 2013~~March 31, 2014, using two third-party models. The first model projects prepayments, default rates, and loss severities on the underlying collateral based on borrower characteristics and the particular attributes of the loans underlying the Bank’s securities, in conjunction with assumptions related primarily to future changes in home prices and interest rates. 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 on an assessment of the regional housing markets. 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 with a population of 10,000 or more people.

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assumptions and expectations. The scenario of cash flows determined based on the model approach described above reflects a best-estimate scenario and includes a base case housing price forecast that reflects the ~~causes of~~expectations for near- and long-term housing price behavior.

The FHLBanks’ OTTI Governance Committee developed a short-term housing price forecast ~~using whole percentages,~~ with projected changes ranging from a decrease of ~~(5.0)%~~3.0% to an increase of ~~8.0%~~9.0% over the 12-month period beginning ~~July~~January 1, ~~2013.~~2014. For the vast majority of markets, the projected short-term ~~forecast had~~housing price changes ~~ranging~~range from a decrease of ~~(1.0)%~~1.0% to an increase of ~~7.0%~~4.0%. Thereafter, home prices were projected to recover using one of five different recovery paths. In addition to evaluating its PLRMBS under a base case (or best estimate) scenario, the Bank performed a cash flow analysis for each of these securities under a more adverse housing price scenario. This more adverse scenario was primarily based on a short-term housing price forecast that was decreased five percentage points, followed by a recovery path that was 33.0% lower than the base case.

The following table presents the ranges of the annualized projected home price recovery rates ~~by month~~ at ~~September 30, 2013~~March 31, 2014:

									Recovery in Terms of Annualized Rates of Housing Price Change Under Base Case Scenario
					Housing Price Scenario
Months	September 30, 2013				Base Case
1 - 6	0.0	%	-	3.0%	0.0	%	-	3.0%
7 - 12	1.0	%	-	4.0%	1.0	%	-	4.0%
13 - 18	2.0	%	-	4.0%	2.0	%	-	4.0%
19 - 30	2.0	%	-	5.0%	2.0	%	-	5.0%
31 - 54	2.0	%	-	6.0%	2.0	%	-	6.0%
Thereafter	2.3	%	-	5.6%	2.3	%	-	5.6%

The following table shows the base case scenario and what the credit-related OTTI ~~charge~~loss would have been under the more adverse housing price scenario at ~~September 30, 2013~~March 31, 2014:

~~Table of Contents~~

																								OTTI Analysis Under Base Case and Adverse Case Scenarios

	Housing Price Scenario												Housing Price Scenario
	Base Case						Adverse Case						Base Case					Adverse Case
(Dollars in millions)	Number of Securities	Unpaid Principal Balance		Credit- Related OTTI⁽¹⁾			Number of Securities	Unpaid Principal Balance		Credit- Related OTTI⁽¹⁾			Number of Securities	Unpaid Principal Balance		Credit- Related OTTI⁽¹⁾		Number of Securities	Unpaid Principal Balance		Credit- Related OTTI⁽¹⁾
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	1	$	—	$	—		3	$	232	$	(1	)	1	$	—	$	—	1	$	—	$	—
Alt-A, option ARM	—	—		—			1	85		(2		)
Alt-A, other	7	153		(3		)	10	299		(6		)	5	107		—		15	480		(3		)
Total	8	$	153	$	(3	)	14	$	616	$	(9	)	6	$	107	$	—	16	$	480	$	(3	)


(1)	Amounts are for the three months ended ~~September 30, 2013~~March 31, 2014.

For more information on the Bank’s OTTI analysis and reviews, see “Item 1. Financial Statements – Note 6 – Other-Than-Temporary Impairment Analysis.”

Table of Contents

The following table presents the ratings of the Bank’s PLRMBS as of ~~September 30, 2013~~March 31, 2014, by collateral type at origination and by year of securitization.

																																															Unpaid Principal Balance of PLRMBS by Year of Securitization and Credit Rating

(In millions)
September 30, 2013
March 31, 2014																							March 31, 2014
	Unpaid Principal Balance																						Unpaid Principal Balance
	Credit Rating⁽¹⁾																						Credit Rating⁽¹⁾
Collateral Type at Origination and Year of Securitization	AAA		A		BBB		BB		B		CCC		CC		C		D		Unrated		Total		AAA		AA		A		BBB		BB		B		CCC		CC		C		D		Unrated		Total
Prime
2008	$	—	$	—	$	—	$	—	$	—	$	213	$	—	$	—	$	—	$	—	$	213	$	—	$	—	$	—	$	—	$	—	$	—	$	196	$	—	$	—	$	—	$	—	$	196
2007	—		—		—		—		89		52		—		214		181		—		536		—		—		—		—		—		84		47		—		204		162		—		497
2006	—		—		—		—		72		—		—		41		—		—		113		—		—		—		—		—		58		—		—		—		37		—		95
2005	—		—		39		—		17		70		—		—		—		—		126		—		—		—		32		—		15		63		—		—		—		—		110
2004 and earlier	—		2		485		568		232		14		—		—		—		2		1,303		—		—		3		419		553		191		16		—		—		—		2		1,184
Total Prime	—		2		524		568		410		349		—		255		181		2		2,291		—		—		3		451		553		348		322		—		204		199		2		2,082
Alt-A, option ARM
2007	—		—		—		—		70		1,045		—		—		—		—		1,115		—		—		—		—		—		68		1,002		—		—		—		—		1,070
2006	—		—		—		—		—		195		—		—		—		—		195		—		—		—		—		—		—		187		—		—		—		—		187
2005	—		—		—		16		—		21		135		82		—		—		254		—		—		—		—		16		19		—		130		80		—		—		245
Total Alt-A, option ARM	—		—		—		16		70		1,261		135		82		—		—		1,564		—		—		—		—		16		87		1,189		130		80		—		—		1,502
Alt-A, other
2008	—		—		—		—		152		—		—		—		—		—		152		—		—		—		—		—		139		—		—		—		—		—		139
2007	—		—		—		—		106		969		—		240		606		—		1,921		—		—		—		—		—		94		909		—		235		572		—		1,810
2006	—		48		—		—		13		246		53		47		475		—		882		—		—		39		—		—		9		199		—		—		562		—		809
2005	—		24		—		—		203		2,013		551		158		402		—		3,351		—		—		21		—		—		157		1,922		403		147		489		—		3,139
2004 and earlier	12		37		330		342		171		126		—		—		—		2		1,020		12		2		48		284		307		170		111		—		—		—		2		936
Total Alt-A, other	12		109		330		342		645		3,354		604		445		1,483		2		7,326		12		2		108		284		307		569		3,141		403		382		1,623		2		6,833
Total par amount	$	12	$	111	$	854	$	926	$	1,125	$	4,964	$	739	$	782	$	1,664	$	4	$	11,181
Total par value																							$	12	$	2	$	111	$	735	$	876	$	1,004	$	4,652	$	533	$	666	$	1,822	$	4	$	10,417

~~Table of Contents~~


(1)	The credit ratings used by the Bank are based on the lowest of Moody’s, Standard & Poor’s, or comparable Fitch ratings. Credit ratings of BB and lower are below investment grade.

Table of Contents

The following table presents the ratings of the Bank’s other-than-temporarily impaired PLRMBS at ~~September 30, 2013~~March 31, 2014, by collateral type at origination and by year of securitization.


Unpaid Principal Balance of Other-Than-Temporarily Impaired PLRMBS by Year of Securitization and Credit Rating	Unpaid Principal Balance of Other-Than-Temporarily Impaired PLRMBS by Year of Securitization and Credit Rating																		Unpaid Principal Balance of Other-Than-Temporarily Impaired PLRMBS by Year of Securitization and Credit Rating

(In millions)
September 30, 2013
March 31, 2014																			March 31, 2014
	Unpaid Principal Balance																		Unpaid Principal Balance
	Credit Rating⁽¹⁾																		Credit Rating⁽¹⁾
Collateral Type at Origination and Year of Securitization	A		BBB		BB		B		CCC		CC		C		D		Total		A		BBB		BB		B		CCC		CC		C		D		Total
Prime
2008	$	—	$	—	$	—	$	—	$	191	$	—	$	—	$	—	$	191	$	—	$	—	$	—	$	—	$	179	$	—	$	—	$	—	$	179
2007	—		—		—		18		52		—		214		181		465		—		—		—		17		46		—		204		162		429
2006	—		—		—		6		—		—		41		—		47		—		—		—		3		—		—		—		37		40
2005	—		—		—		16		24		—		—		—		40		—		—		—		15		21		—		—		—		36
2004 and earlier	—		—		—		76		13		—		—		—		89		—		—		—		70		11		—		—		—		81
Total Prime	—		—		—		116		280		—		255		181		832		—		—		—		105		257		—		204		199		765
Alt-A, option ARM
2007	—		—		—		70		1,045		—		—		—		1,115		—		—		—		68		1,002		—		—		—		1,070
2006	—		—		—		—		195		—		—		—		195		—		—		—		—		187		—		—		—		187
2005	—		—		—		—		21		135		82		—		238		—		—		—		19		—		130		80		—		229
Total Alt-A, option ARM	—		—		—		70		1,261		135		82		—		1,548		—		—		—		87		1,189		130		80		—		1,486
Alt-A, other
2008	—		—		—		152		—		—		—		—		152		—		—		—		139		—		—		—		—		139
2007	—		—		—		—		969		—		240		606		1,815		—		—		—		—		909		—		235		572		1,716
2006	48		—		—		13		246		53		47		475		882		39		—		—		9		199		—		—		562		809
2005	—		—		—		189		2,013		551		158		402		3,313		—		—		—		144		1,922		404		147		489		3,106
2004 and earlier	—		69		99		98		92		—		—		—		358		14		76		77		93		83		—		—		—		343
Total Alt-A, other	48		69		99		452		3,320		604		445		1,483		6,520		53		76		77		385		3,113		404		382		1,623		6,113
Total par amount	$	48	$	69	$	99	$	638	$	4,861	$	739	$	782	$	1,664	$	8,900
Total par value																			$	53	$	76	$	77	$	577	$	4,559	$	534	$	666	$	1,822	$	8,364


(1)	The credit ratings used by the Bank are based on the lowest of Moody’s, Standard & Poor’s, or comparable Fitch ratings. Credit ratings of BB and lower are below investment grade.

For the Bank’s PLRMBS, the following table shows the amortized cost, estimated fair value, credit- and non-credit-related OTTI, performance of the underlying collateral based on the classification at the time of origination, and credit enhancement statistics by type of collateral and year of securitization. Credit enhancement is defined as the percentage of subordinated tranches and over-collateralization, if any, in a security structure that will absorb losses before the Bank will experience a loss on the security, expressed as a percentage of the underlying collateral balance. The credit enhancement figures include the additional credit enhancement required by the Bank (above the amounts required for an AAA rating by the credit rating agencies) for selected securities starting in late 2004, and for all securities starting in late 2005. The calculated weighted averages represent the dollar-weighted averages of all the PLRMBS in each category shown. The classification (prime or Alt-A) is based on the model used to run the estimated cash flows for the ~~CUSIP,~~security, which may not necessarily be the same as the classification at the time of origination.

~~Table of Contents~~

																																								PLRMBS Credit Characteristics

(Dollars in millions)
September 30, 2013
(In millions)
March 31, 2014																					March 31, 2014
							For the Nine Months Ended September 30, 2013								Underlying Collateral Performance and Credit Enhancement Statistics																			Underlying Collateral Performance and Credit Enhancement Statistics
Collateral Type at Origination and Year of Securitization	Amortized Cost		Gross Unrealized Losses		Estimated Fair Value		Total OTTI			Non- Credit- Related OTTI		Credit- Related OTTI			Weighted Average 60+ Days Collateral Delinquency Rate		Original Weighted Average Credit Support		Current Weighted Average Credit Support		Amortized Cost		Gross Unrealized Losses		Estimated Fair Value		Total OTTI			Non- Credit- Related OTTI		Credit- Related OTTI		Weighted Average 60+ Days Collateral Delinquency Rate		Original Weighted Average Credit Support		Current Weighted Average Credit Support
Prime
2008	$	184	$	1	$	189	$	—		$	—	$	—		19.49	%	30.00	%	17.99	%	$	168	$	—	$	183	$	—		$	—	$	—	17.68	%	30.00	%	16.60	%
2007	442		20		429		—			—		—			16.90		22.53		6.26		410		19		403		—			—		—		18.21		22.60		5.64
2006	102		1		107		(1		)	—		(1		)	16.07		12.07		5.73		84		1		89		—			—		—		17.66		12.26		4.76
2005	124		4		122		—			—		—			11.88		11.71		14.44		109		3		107		—			—		—		12.71		11.86		14.86
2004 and earlier	1,303		31		1,274		—			—		—			8.06		4.43		10.89		1,184		21		1,166		—			—		—		8.22		4.44		11.17
Total Prime	2,155		57		2,121		(1		)	—		(1		)	11.79		11.82		10.41		1,955		44		1,948		—			—		—		12.16		11.93		10.27
Alt-A, option ARM
2007	920		93		833		—			—		—			34.13		44.15		23.64		882		61		840		—			—		—		30.58		44.15		21.04
2006	138		12		137		—			—		—			31.60		44.85		16.62		132		7		145		—			—		—		29.01		44.87		11.62
2005	105		7		118		(3		)	3		—			26.51		22.80		9.46		102		3		123		—			—		—		25.67		22.78		7.67
Total Alt-A, option ARM	1,163		112		1,088		(3		)	3		—			32.57		40.76		20.46		1,116		71		1,108		—			—		—		29.58		40.75		17.69
Alt-A, other
2008	149		9		141		—			—		—			15.77		31.80		25.37		136		3		133		—			—		—		14.24		31.80		24.60
2007	1,658		104		1,598		(7		)	3		(4		)	26.49		26.91		14.33		1,559		85		1,538		—			—		—		25.27		26.96		13.47
2006	664		4		724		—			—		—			24.91		18.50		3.61		607		1		678		—			—		—		23.53		18.49		2.98
2005	3,047		198		2,880		(1		)	—		(1		)	17.01		13.93		8.16		2,844		146		2,742		(1		)	1		—		16.05		13.99		7.41
2004 and earlier	1,021		34		995		(1		)	1		—			11.89		8.05		16.06		934		26		918		—			—		—		11.36		8.09		16.34
Total Alt-A, other	6,539		349		6,338		(9		)	4		(5		)	19.71		17.44		10.69		6,080		261		6,009		(1		)	1		—		18.70		17.51		10.06
Total	$	9,857	$	518	$	9,547	$	(13	)	$	7	$	(6	)	19.89	%	19.55	%	12.00	%	$	9,151	$	376	$	9,065	$	(1	)	$	1	$	—	18.96	%	19.75	%	11.20	%

The following table presents a summary of the significant inputs used to determine potential OTTI credit losses in the Bank’s PLRMBS portfolio at ~~September 30, 2013~~March 31, 2014.

9996

Table of Contents

									Significant Inputs to OTTI Credit Analysis for All PLRMBS

September 30, 2013
(In millions)
March 31, 2014
	Significant Inputs			Current	Significant Inputs			Current
	Prepayment Rates	Default Rates	Loss Severities	Credit Enhancement	Prepayment Rates	Default Rates	Loss Severities	Credit Enhancement
Year of Securitization	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %	Weighted Average %
Prime
2008	11.9	19.7	35.9	21.2	12.3	15.7	34.7	20.0
2007	9.2	5.2	33.9	9.9	9.2	4.4	31.8	9.8
2006	10.7	17.9	37.0	12.8	11.6	14.4	36.0	12.1
2005	13.7	6.2	32.1	12.2	13.9	6.5	31.7	13.4
2004 and earlier	14.9	5.1	33.2	10.3	14.9	4.4	31.1	10.7
Total Prime	13.7	9.0	34.0	12.7	13.8	7.4	32.2	12.7
Alt-A, option ARM
2007	4.9	53.7	47.0	24.0	5.4	45.7	44.9	21.5
2006	4.3	56.5	45.2	16.8	4.9	46.0	45.9	12.1
2005	5.7	36.9	39.8	9.9	6.2	30.6	39.3	7.8
Total Alt-A, option ARM	5.0	51.3	45.6	20.8	5.4	43.3	44.1	18.1
Alt-A, other
2007	10.7	35.0	43.4	9.6	11.6	31.0	41.7	8.8
2006	9.1	32.3	45.6	10.9	10.3	28.1	44.8	10.3
2005	9.8	20.0	43.4	8.5	10.9	17.1	40.5	7.7
2004 and earlier	12.8	13.7	34.3	16.0	13.1	12.1	33.2	16.3
Total Alt-A, other	10.3	24.7	42.5	10.2	11.3	21.6	40.5	9.6
Total	10.1	25.9	41.5	12.1	10.8	22.5	39.7	11.3

Credit enhancement is defined as the subordinated tranches and over-collateralization, if any, in a security structure that will generally absorb losses before the Bank will experience a loss on the security, expressed as a percentage of the underlying collateral balance. The calculated averages represent the dollar-weighted averages of all the PLRMBS investments in each category shown. The classification (prime or Alt-A) is based on the model used to run the estimated cash flows for the ~~CUSIP,~~security, which may not necessarily be the same as the classification at the time of origination.

The following table presents the unpaid principal balance of PLRMBS by collateral type at the time of origination at ~~September 30, 2013~~March 31, 2014, and December 31, ~~2012~~2013.

																									Unpaid Principal Balance of PLRMBS by Collateral Type at Origination

	September 30, 2013						December 31, 2012						March 31, 2014						December 31, 2013
(In millions)	Fixed Rate		Adjustable Rate		Total		Fixed Rate		Adjustable Rate		Total		Fixed Rate		Adjustable Rate		Total		Fixed Rate		Adjustable Rate		Total
PLRMBS:
Prime	$	320	$	1,971	$	2,291	$	415	$	2,308	$	2,723	$	276	$	1,806	$	2,082	$	295	$	1,878	$	2,173
Alt-A, option ARM	—		1,564		1,564		—		1,682		1,682		—		1,502		1,502		—		1,532		1,532
Alt-A, other	2,834		4,492		7,326		3,354		4,951		8,305		2,504		4,329		6,833		2,716		4,337		7,053
Total	$	3,154	$	8,027	$	11,181	$	3,769	$	8,941	$	12,710	$	2,780	$	7,637	$	10,417	$	3,011	$	7,747	$	10,758

Table of Contents

The following table presents PLRMBS in a loss position at ~~September 30, 2013~~March 31, 2014.

~~100~~

~~Table of Contents~~


PLRMBS in a Loss Position at September 30, 2013
PLRMBS in a Loss Position at March 31, 2014													PLRMBS in a Loss Position at March 31, 2014

(Dollars in millions)
(In millions)													(In millions)
Collateral Type at Origination:	Unpaid Principal Balance		Amortized Cost		Carrying Value		Gross Unrealized Losses		Weighted Average 60+ Days Collateral Delinquency Rate		% Rated AAA			Unpaid Principal Balance		Amortized Cost		Carrying Value		Gross Unrealized Losses		Weighted Average 60+ Days Collateral Delinquency Rate		% Rated AAA
Prime	$	1,651	$	1,589	$	1,576	$	57	10.92	%	—	%		$	1,432	$	1,375	$	1,362	$	44	11.53	%	—	%
Alt-A, option ARM	1,124		953		843		112		32.45		—			829		727		658		71		28.43		—
Alt-A, other	4,841		4,498		4,180		349		18.62		0.25			3,909		3,683		3,444		261		16.65		0.30
Total	$	7,616	$	7,040	$	6,599	$	518	18.99	%	0.16	%		$	6,170	$	5,785	$	5,464	$	376	17.05	%	0.19	%

The following table presents the fair value of the Bank’s PLRMBS as a percentage of the unpaid principal balance by collateral type at origination and year of securitization.

																					Fair Value of PLRMBS as a Percentage of Unpaid Principal Balance by Year of Securitization

Collateral Type at Origination and Year of Securitization	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013		March 31, 2013
Prime
2008	88.46	%	89.37	%	91.15	%	87.39	%	84.49	%	93.56	%	91.67	%	88.46	%	89.37	%	91.15	%
2007	80.06		79.45		79.37		76.94		74.39		81.17		80.36		80.06		79.45		79.37
2006	93.71		93.93		93.83		94.48		94.76		93.97		92.56		93.71		93.93		93.83
2005	96.88		96.67		95.97		95.48		92.84		97.26		97.01		96.88		96.67		95.97
2004 and earlier	97.81		97.47		98.51		97.48		95.92		98.52		98.14		97.81		97.47		98.51
Weighted average of all Prime	92.53		92.35		93.04		91.62		89.83		93.64		93.01		92.53		92.35		93.04
Alt-A, option ARM
2007	74.73		74.94		72.20		67.50		64.29		78.53		77.90		74.73		74.94		72.20
2006	70.78		72.28		72.26		64.97		59.91		77.30		75.71		70.78		72.28		72.26
2005	46.38		45.14		40.21		36.11		35.79		50.35		47.44		46.38		45.14		40.21
Weighted average of all Alt-A, option ARM	69.63		69.73		66.94		62.02		59.07		73.78		72.66		69.63		69.73		66.94
Alt-A, other
2008	92.58		91.14		91.06		87.38		86.58		95.42		93.74		92.58		91.14		91.06
2007	83.24		82.39		81.82		79.38		78.02		85.01		83.76		83.24		82.39		81.82
2006	82.12		80.48		80.43		76.66		74.74		83.68		82.84		82.12		80.48		80.43
2005	85.94		85.45		85.30		82.57		80.25		87.36		86.80		85.94		85.45		85.30
2004 and earlier	97.47		96.88		97.18		95.68		93.88		98.09		97.60		97.47		96.88		97.18
Weighted average of all Alt-A, other	86.52		85.77		85.60		82.96		81.04		87.94		87.17		86.52		85.77		85.60
Weighted average of all PLRMBS	85.39	%	84.95	%	84.67	%	82.05	%	80.07	%	87.04	%	86.28	%	85.39	%	84.95	%	84.67	%

The Bank determined that, as of ~~September 30, 2013~~March 31, 2014, the gross unrealized losses on the ~~remaining~~ PLRMBS that ~~did~~have not ~~have~~had an OTTI ~~charge~~loss are primarily due to illiquidity in the ~~MBS~~PLRMBS market, uncertainty about the future condition of the housing and mortgage markets and the economy, and market expectations of the credit performance of loan collateral underlying these securities, which caused these assets to be valued at discounts to their acquisition cost. The Bank does not intend to sell these securities, it is not more likely than not that the Bank will be required to sell these securities before its anticipated recovery of the remaining amortized cost basis, and the Bank expects to recover the entire amortized cost basis of these securities. As a result, the Bank determined that, as of ~~September 30, 2013~~March 31, 2014, all of the gross unrealized losses on these securities are temporary. The Bank will continue to monitor and

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analyze the performance of these securities to assess the likelihood of the recovery of the entire amortized cost basis of these securities as of each balance sheet date.

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If conditions in the housing and mortgage markets and general business and economic conditions deteriorate, the fair value of MBS may decline further and the Bank may experience OTTI of additional PLRMBS in future periods, as well as further impairment of PLRMBS that were identified as other-than-temporarily impaired as of ~~September 30, 2013~~March 31, 2014. Additional future credit-related OTTI ~~charges~~losses could adversely affect the Bank’s earnings and retained earnings and its ability to pay dividends and repurchase capital stock. The Bank cannot predict whether it will be required to record additional credit-related OTTI ~~charges~~losses on its PLRMBS in the future.

Federal and state government authorities, as well as private entities, such as financial institutions and the servicers of residential mortgage loans, have begun or promoted implementation of programs designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures. These loan modification programs, as well as future legislative, regulatory, or other actions, including amendments to the bankruptcy laws, that result in the modification of outstanding mortgage loans, may adversely affect the value of, and the returns on, these mortgage loans or MBS related to these mortgage loans.

Derivative Counterparties. The Bank has also adopted credit policies and exposure limits for bilateral derivatives credit exposure. Over-the-counter derivatives may be either transacted with a counterparty (bilateral derivatives) or cleared after execution through a futures commission merchant ~~(i.e., clearing~~(clearing agent) with a derivative clearing organization (cleared derivatives). All credit exposure from derivative transactions entered into by the Bank with member counterparties that are not derivative dealers (including interest rate swaps, caps, floors, corridors, and collars), for which the Bank serves as an intermediary, must be fully secured by eligible collateral, and all such derivative transactions are subject to both the Bank’s Advances and Security Agreement and a master netting agreement.

Bilateral Derivatives. The Bank selects only highly rated derivative dealers and major banks (derivative dealer counterparties) that meet the Bank’s eligibility criteria to act as counterparties for its bilateral derivative activities. In addition, the Bank has entered into master netting agreements and bilateral security agreements with all active derivative dealer counterparties that provide for delivery of collateral at specified levels to limit the Bank’s net unsecured credit exposure to these counterparties. Under these policies and agreements, the amount of unsecured credit exposure to an individual derivative dealer counterparty is limited to an absolute dollar credit exposure limit according to the counterparty’s credit rating, as determined by rating agency long-term credit ratings of the counterparty’s debt securities or deposits.

The Bank is subject to the risk of potential ~~non-performance~~nonperformance by the counterparties to derivative agreements. The amount of net unsecured credit exposure that is permissible with respect to each counterparty depends on the credit rating of that counterparty. A counterparty generally must deliver collateral to the Bank if the total market value of the Bank's exposure to that counterparty rises above a specific trigger point. As a result of these risk mitigation initiatives, the Bank does not anticipate any credit losses on its bilateral derivative agreements with counterparties as of ~~September 30, 2013~~March 31, 2014.

Cleared Derivatives. The Bank is subject to nonperformance by the derivative clearing ~~organization(s) (clearinghouse(s))~~organizations (clearinghouses) and clearing agents. The requirement that the Bank post initial and variation margin through the clearing agent, to the clearinghouse, exposes the Bank to institutional credit risk in the event that the clearing agent or the clearinghouse fails to meet its obligations. ~~The~~However, the use of cleared derivatives mitigates the Bank’s overall credit risk exposure because a central counterparty is substituted for individual counterparties and variation margin is posted daily for changes in the value of cleared derivatives through a clearing agent. The Bank does not anticipate any credit losses on its cleared derivatives as of ~~September 30, 2013~~March 31, 2014.

The following table presents the Bank’s credit exposure to its derivative dealer counterparties at the dates indicated.

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																											Credit Exposure to Derivative Dealer Counterparties

(In millions)
September 30, 2013
March 31, 2014
Counterparty Credit Rating⁽¹⁾	Notional Amount		Net Fair Value of Derivatives Before Collateral			Cash Collateral Pledged to/ (from) Counterparty			Non-cash Collateral Pledged to/ (from) Counterparty			Net Credit Exposure to Counterparties		Notional Amount		Net Fair Value of Derivatives Before Collateral			Cash Collateral Pledged to/ (from) Counterparty			Non-cash Collateral Pledged to/ (from) Counterparty			Net Credit Exposure to Counterparties
Nonmember counterparties
Asset positions with credit exposure:
Bilateral derivatives
A														$	20,490	$	391		$	(294	)	$	(91	)	$	6
Cleared derivatives⁽²⁾														29,363		8			30			—			38
Liability positions with credit exposure:
Bilateral derivatives
A														4,491		(31		)	31			—			—
Total derivative positions with credit exposure to nonmember counterparties														54,344		$	368		$	(233	)	$	(91	)	$	44
Derivative positions without credit exposure														24,778
Total notional														$	79,122


December 31, 2013
Counterparty Credit Rating⁽¹⁾														Notional Amount		Net Fair Value of Derivatives Before Collateral			Cash Collateral Pledged to/ (from) Counterparty			Non-cash Collateral Pledged to/ (from) Counterparty			Net Credit Exposure to Counterparties
Asset positions with credit exposure:
Bilateral derivatives
AA	$	1,297	$	2		$	—		$	(2	)	$	—	$	8	$	—		$	—		$	—		$	—
A	18,801		437			(350		)	(84		)	3		12,739		332			(255		)	(71		)	6
Cleared derivatives⁽²⁾	9,235		—			6			—			6
Cleared Derivatives⁽²⁾														31,082		$	14		$	7		$	—		$	21
Liability positions with credit exposure:
Cleared derivatives⁽²⁾	12,305		$	(1	)	$	13		$	—		$	12
Total derivative positions with nonmember counterparties to which the Bank had credit exposure	41,638		$	438		$	(331	)	$	(86	)	$	21
Bilateral derivatives
A														4,404		$	(36	)	$	37		$	—		$	1
Total derivative positions with credit exposure to nonmember counterparties														48,233		$	310		$	(211	)	$	(71	)	$	28
Derivative positions without credit exposure	42,770													33,337
Total notional	$	84,408												$	81,570


December 31, 2012
Counterparty Credit Rating⁽¹⁾	Notional Amount		Net Fair Value of Derivatives Before Collateral			Cash Collateral Pledged to/ (from) Counterparty			Non-cash Collateral Pledged to/ (from) Counterparty			Net Credit Exposure to Counterparties
Nonmember counterparties
Asset positions with credit exposure:
AA	$	1,473	$	3		$	—		$	(3	)	$	—
A	55,506		616			(90		)	(522		)	4
Total derivative positions with nonmember counterparties to which the Bank had credit exposure	56,979		$	619		$	(90	)	$	(525	)	$	4
Derivative positions without credit exposure	33,437
Total notional	$	90,416


(1)	The credit ratings used by the Bank are based on the lower of Moody's or Standard & Poor's ratings.


(2)	Represents derivative transactions cleared with clearinghouses, which are not rated.

The increase or decrease in the credit exposure net of cash collateral, from one period to the next, may be affected by changes in several variables, such as the size and composition of the portfolio, market values of derivatives, and accrued interest.

Based on the master netting arrangements, its credit analyses, and the collateral requirements in place with each counterparty, the Bank does not expect to incur any credit losses on its derivative agreements.

For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – Derivative Counterparties” in the Bank’s ~~2012~~2013 Form 10-K.

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Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make a number of judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if

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applicable, and the reported amounts of income, expenses, gains, and losses during the reporting period. Changes in these judgments, estimates, and assumptions could potentially affect the Bank’s financial position and results of operations significantly. Although the Bank believes these judgments, estimates, and assumptions to be reasonably accurate, actual results may differ.

In the Bank’s ~~2012~~2013 Form 10-K, the following accounting policies and estimates were identified as critical because they require the Bank to make subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies and estimates are: estimating the allowance for credit losses on the advances and mortgage loan portfolios; accounting for derivatives; estimating fair values of investments classified as trading and ~~available-for-sale,~~AFS, derivatives and associated hedged items carried at fair value in accordance with the accounting for derivative instruments and associated hedging activities, and financial instruments carried at fair value under the fair value option, and accounting for ~~other-than-temporary impairment~~OTTI for investment securities; and estimating the prepayment speeds on MBS and mortgage loans for the accounting of amortization of premiums and accretion of discounts on MBS and mortgage loans.

There have been no significant changes in the judgments and assumptions made during the first ~~nine~~three months of ~~2013~~2014 in applying the Bank’s critical accounting policies. These policies and the judgments, estimates, and assumptions are also described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” and “Item 8. Financial Statements and Supplementary Data – Note 1 – Summary of Significant Accounting Policies” in the Bank’s ~~2012~~2013 Form 10-K and in “Item 1. Financial Statements – Note 16 – Fair ~~Value~~.Value.”

Recently Issued Accounting Guidance and Interpretations

See “Item 1. Financial Statements – Note 2 – Recently Issued and Adopted Accounting Guidance” for a discussion of recently issued accounting standards and interpretations.

Recent Developments

Final Rule on ~~Stress Testing~~Executive Compensation. . On ~~September 26, 2013,~~January 28, 2014, the Finance Agency issued a final rule ~~that requires each FHLBank~~setting forth requirements and processes with respect to ~~assess~~compensation provided to executive officers by FHLBanks and the ~~potential impact~~Office of Finance. The final rule addresses the authority of the Finance Agency Director to approve, disapprove, prohibit, or withhold compensation of certain sets of economic and financial conditions, including baseline, adverse, and severely adverse scenarios, on its consolidated earnings, capital, and other related factors, over a nine-quarter forward horizon based on its portfolio as of September 30executive officers of the ~~previous year.~~FHLBanks and the Office of Finance. The final rule ~~provides~~also addresses the Director’s authority to approve, in advance, agreements or contracts of executive officers that provide compensation in connection with termination of employment. The final rule prohibits an FHLBank or the Office of Finance from paying compensation to an executive officer that is not reasonable and comparable with compensation paid by similar businesses for similar duties and responsibilities. Failure by an FHLBank or the Office of Finance to comply with the rule may result in supervisory action by the Finance Agency. The final rule became effective on February 27, 2014.

Final Rule on Golden Parachute Payments. On January 28, 2014, the Finance Agency issued a final rule setting forth the standards that the Finance Agency will ~~annually issue guidance~~take into consideration when limiting or prohibiting golden parachute payments. The primary impact of this final rule is to better conform existing Finance Agency regulations on golden parachutes with FDIC golden parachute regulations and to limit golden parachute payments made by an FHLBank or the ~~scenarios and methodologies to be used in conducting the stress test. Each FHLBank must publicly disclose the results~~Office of ~~its adverse economic conditions stress test.~~Finance that is assigned a less than satisfactory composite Finance Agency examination rating. The final rule became effective ~~October 28, 2013.~~on February 27, 2014.

~~Joint~~ Proposed Rule on Responsibilities of Boards of Directors, Corporate Practices and Corporate Governance Matters. On January 28, 2014, the Finance Agency published a proposed rule to relocate and consolidate existing Federal

Housing Finance Board and Office of Federal Housing Enterprise Oversight regulations pertaining to director responsibilities, corporate practices, and corporate governance matters for Fannie Mae and Freddie Mac (together, the Enterprises) and the FHLBanks. In addition, the proposed rule would make certain amendments or additions, including provisions to:

Revise existing risk management provisions to better align them with more recent proposals of the Federal Reserve Board, including a requirement that the entities adopt an enterprise-wide risk management program and have a chief risk officer with certain enumerated responsibilities;

Require each entity to maintain a compliance program headed by a compliance officer who reports directly to the president;

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

Require each FHLBank to designate in its bylaws a body of law to follow for its corporate governance practices and governance issues that may arise for which no federal law controls, choosing from (a) the law of the jurisdiction in which the FHLBank maintains its principal office; (b) the Delaware General Corporation Law; or (c) the Revised Model Business Corporation Act.

The proposed rule further subjects an entity’s indemnification policies to review by the Finance Agency for safety and soundness. Comments on the proposed rule are due by May 15, 2014.

National Credit ~~Risk Retention for Asset-Backed Securities~~Union Administration Final Rule on Access to Emergency Liquidity. On ~~September 20, 2013, the Finance Agency with other U.S. federal regulators jointly issued a proposed rule, with a comment deadline of~~ October 30, 2013, the National Credit Union Administration (NCUA) published a final rule requiring, among other things, that ~~proposes requiring asset-backed securities (ABS) sponsors~~federally insured credit unions with assets of $250 million or more must maintain access to ~~retain a minimum~~at least one federal liquidity source for use in times of 5%financial emergency and distressed economic interest in a portion of the credit risk of the assets collateralizing the ABS, unless all the securitized assets satisfy specified qualifications. The proposed rule revises an earlier proposed rule on ABS credit risk retention. In general, as with the original, the revised proposed rule specifies criteria for qualified residential mortgage, commercial real estate, auto, and commercial loans that would make them exempt from the risk-retention requirement. The criteria for qualified residential mortgages is describedcircumstances. This access must be demonstrated through direct or indirect membership in the ~~proposed rulemaking~~Central Liquidity Facility (a U.S. government corporation created to improve the general financial stability of credit unions by serving as ~~those underwriting and product features that, based on historical data, are associated with low risk even in periods of~~ a ~~decline in housing prices and of high unemployment.~~liquidity lender to credit unions) or by establishing access to the Federal Reserve’s discount window. The ~~proposed~~final rule ~~would exempt agency MBS from~~does not include FHLBank membership as access to an emergency liquidity source. Accordingly, the risk-retention requirements as long as the sponsoring agency is operating under the conservatorship or receivership of the Finance Agency and fully guarantees the timely payment of principal and interest on all interests in the issued security. Further, MBS issued by any limited-life regulated entity succeeding to either Fannie Mae or Freddie Mac operating with capital support from the United States would be exempt from the risk-retention requirements. The Bank is currently assessing the impact of this proposedfinal rule ~~and has not yet determined the effect, if any, that this rule, if adopted,~~ may ~~have on~~adversely affect the Bank’s ~~operations.~~

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~~Basel Committee on Bank Supervision - Proposed Liquidity Coverage Ratio. In October 2013,~~operations if it causes the ~~Federal Reserve, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation issued a proposed~~Bank’s federally insured credit union members to favor these federal liquidity sources over FHLBank membership or advances. The published rule ~~with a comment deadline of January~~became effective March 31, 2014, for a minimum liquidity coverage ratio (LCR) applicable to all internationally active banking organizations; bank holding companies; systemically important, non-bank financial institutions designated for Federal Reserve supervision; certain savings and loan holding companies; depository institutions with more than $250 billion in total assets or more than $10 billion in on-balance sheet foreign exposure; and to such depository institutions’ consolidated subsidiaries that are depository institutions with $10 billion or more in total consolidated assets. Among other things, the proposed rule defines various categories of high quality, liquid assets (HQLAs) for purposes of satisfying the LCR, and these HQLAs are further categorized into Level 1, 2A, or 2B. The treatment of HQLAs for the LCR is most favorable under the Level 1 category, less favorable under the Level 2A category, and least favorable under the Level 2B category. As proposed, FHLBank System consolidated obligations would be categorized as Level 2A HQLAs. At this time, the impact of this rule (if adopted) on FHLBank System consolidated obligations is uncertain.2014.

Off-Balance Sheet Arrangements ~~Guarantees,~~ and Other Commitments

In accordance with regulations governing the operations of the FHLBanks, each FHLBank, including the Bank, is jointly and severally liable for the FHLBank System’s consolidated obligations issued under Section 11(a) of the FHLBank Act, and in accordance with the FHLBank Act, each FHLBank, including the Bank, is jointly and severally liable for consolidated obligations issued under Section 11(c) of the FHLBank Act. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor.

The Bank’s joint and several contingent liability is a guarantee, but is excluded from initial recognition and measurement provisions because the joint and several obligations are mandated by the FHLBank Act or Finance Agency regulation and are not the result of arms-length transactions among the FHLBanks. The Bank has no control over the amount of the guarantee or the determination of how each FHLBank would perform under the joint and several obligations. The valuation of this contingent liability is therefore not recorded on the balance sheet of any FHLBank. The par ~~amount~~value of the outstanding consolidated obligations of all 12 FHLBanks was $~~720.7~~753.9 billion at ~~September 30, 2013~~March 31, 2014, and ~~$687.9~~$766.8 billion at December 31, ~~2012~~2013. The par value of the Bank’s participation in consolidated obligations was $~~77.4~~77.6 billion at ~~September 30, 2013~~March 31, 2014, and $~~74.5~~77.0 billion at December 31, ~~2012~~2013. At ~~September 30, 2013~~March 31, 2014, the Bank had ~~no commitments~~committed to ~~participate in~~ the issuance of $0.8 billion in consolidated ~~obligations.~~obligations, all of which were hedged with associated interest rate swaps. At December 31, ~~2012~~2013, the Bank had committed to the issuance of $~~635 million~~1.6 billion in consolidated obligations, ~~$500 million~~all of which were hedged with associated interest rate swaps. For additional information on the Bank’s joint and several contingent liability obligation, see “Item 8. Financial Statements and Supplementary Data – Note 21 – Commitments and Contingencies” in the Bank’s ~~2012~~2013 Form 10-K.

In addition, in the ordinary course of business, the Bank engages in financial transactions that, in accordance with U.S. GAAP, are not recorded on the Bank’s balance sheet or may be recorded on the Bank’s balance sheet in amounts that are different from the full contract or notional amount of the transactions. For example, the Bank routinely enters into commitments to extend advances and issues standby letters of credit. These commitments and standby letters of credit may represent future cash requirements of the Bank, although the standby letters of credit

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usually expire without being drawn upon. Standby letters of credit are subject to the same underwriting and collateral requirements as advances made by the Bank. At ~~September 30, 2013~~March 31, 2014, the Bank had $757 million in advance commitments and $~~3.4~~4.8 billion in standby letters of credit outstanding. At December 31, ~~2012~~2013, the Bank had $218 million in advance commitments and $~~3.4~~3.6 billion in standby letters of credit outstanding. The estimated fair value of the advance commitments was de minimis at ~~September 30, 2013~~March 31, 2014, and $(1) million at December 31, ~~2012~~2013~~, respectively.~~. The estimated fair value of the letters of credit was $12 million ~~and~~ ~~$13 million~~at ~~September 30, 2013~~March 31, 2014, and at December 31, ~~2012~~2013~~, respectively.~~.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk management objective of the Federal Home Loan Bank of San Francisco (Bank) is to maintain a relatively low exposure of the value of capital and future earnings (excluding the impact of any cumulative net gains or losses on derivatives and associated hedged items and on financial instruments carried at fair value) to changes in market rate factors. This profile reflects the Bank’s objective of maintaining a conservative asset-liability mix and its commitment to providing value to its members through products and dividends without subjecting their investments in Bank capital stock to significant market risk.

The Bank’s Risk Management Policy includes a market risk management objective aimed at maintaining a relatively low exposure of the net portfolio value of capital and future earnings (excluding the impact of any cumulative net gains or losses on derivatives and associated hedged items and on financial instruments carried at fair value) to changes in market rate factors. See “Total Bank Market Risk” below.

Market risk identification and measurement are primarily accomplished through market value of capital sensitivity analyses, net portfolio value of capital sensitivity analyses, and projected earnings and adjusted return on capital sensitivity analyses. The Risk Management Policy approved by the Bank’s Board of Directors establishes market risk policy limits and market risk measurement standards at the total Bank level as well as at the business segment level. Additional guidelines approved by the Bank’s Enterprise Risk Committee apply to the Bank’s two business segments, the advances-related business and the mortgage-related business. These guidelines provide limits that are monitored at the segment level and are consistent with the Bank’s policy limits. Market risk is managed for each business segment on a daily basis, as discussed below in “Segment Market Risk.” At least monthly, compliance with Bank policies and guidelines is presented to the Bank’s Enterprise Risk Committee, the Asset-Liability Management Committee, and the Board of Directors, along with a corrective action plan if applicable.

Total Bank Market Risk

Market Value of Capital Sensitivity and Net Portfolio Value of Capital Sensitivity

The Bank uses market value of capital sensitivity (the interest rate sensitivity of the net fair value of all assets, liabilities, and interest rate exchange agreements) as an important measure of the Bank’s exposure to changes in interest rates. As explained below, the Bank measures, monitors, and reports on market value of capital sensitivity but does not have a policy limit for this measure.

Since 2008, the Bank has used net portfolio value of capital sensitivity as the primary market value metric for measuring the Bank’s exposure to changes in interest rates and has established a policy limit on net portfolio value of capital sensitivity. This approach uses valuation methods that estimate the value of mortgage-backed securities (MBS) and mortgage loans in alternative interest rate environments based on valuation spreads that existed at the time the Bank acquired the MBS and mortgage loans (acquisition spreads), rather than valuation spreads implied by the current market prices of MBS and mortgage loans (market spreads). Risk metrics based on spreads existing at the time of acquisition of mortgage assets better reflect the market risk of the Bank because the Bank does not intend to sell its mortgage assets and the use of market spreads calculated from estimates of current market prices (which may include large embedded liquidity spreads) would not reflect the actual risks faced by the Bank.

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Beginning in the third quarter of 2009, in the case of specific ~~PLRMBS~~private-label residential mortgage-backed securities (PLRMBS) for which the Bank expects loss of principal in future periods, the par ~~amount~~value of the other-than-temporarily impaired security is reduced by the amount of the projected principal shortfall and the asset price is calculated based on the acquisition spread. This approach directly takes into consideration the impact of projected principal (credit) losses from PLRMBS on the net portfolio value of capital, but eliminates the impact of large liquidity spreads inherent in the prior treatment of other-than-temporarily impaired securities.

The Bank’s net portfolio value of capital sensitivity policy limits the potential adverse impact of an instantaneous parallel shift of a plus or minus 100-basis-point change in interest rates from current rates (base case) to no worse than ~~–3%~~–3% of the estimated net portfolio value of ~~capital~~.capital. In addition, the policy limits the potential adverse impact of an instantaneous plus or minus 100-basis-point change in interest rates measured from interest rates that are 200 basis points above or below the base case to no worse than ~~–4%~~–4% of the estimated net portfolio value of ~~capital~~.capital. In the case where a market risk sensitivity compliance metric cannot be estimated with a parallel shift in interest rates because of prevailing low interest rates, the sensitivity metric is not reported. The Bank’s measured net portfolio value of capital sensitivity was within the policy limits as of ~~September 30, 2013~~.March 31, 2014.

To determine the Bank’s estimated risk sensitivities to interest rates for both the market value of capital sensitivity and the net portfolio value of capital sensitivity, the Bank uses a third-party proprietary asset and liability system to calculate estimated net portfolio values under alternative interest rate scenarios. The system analyzes all of the Bank’s financial instruments, including derivatives, on a transaction-level basis using sophisticated valuation

models with consistent and appropriate behavioral assumptions and current position data. The system also includes a third-party mortgage prepayment model.

At least annually, the Bank reexamines the major assumptions and methodologies used in the model, including interest rate curves, spreads for discounting, and mortgage prepayment assumptions. The Bank also compares the mortgage prepayment assumptions in the third-party model to other sources, including actual mortgage prepayment history.

The ~~Market Value of Capital Sensitivity~~ table below presents the sensitivity of the market value of capital (the market value of all of the Bank’s assets, liabilities, and associated interest rate exchange agreements, with mortgage assets valued using market spreads implied by current market prices) to changes in interest rates. The table presents the estimated percentage change in the Bank’s market value of capital that would be expected to result from changes in interest rates under different interest rate scenarios, using market spread assumptions.

Market Value of Capital Sensitivity

Estimated Percentage Change in Market Value of Bank Capital

for Various Changes in Interest Rates

Market Value of Capital Sensitivity

Estimated Percentage Change in Market Value of Bank Capital

for Various Changes in Interest Rates

Market Value of Capital Sensitivity

Estimated Percentage Change in Market Value of Bank Capital

for Various Changes in Interest Rates

Interest Rate Scenario⁽¹⁾

September 30, 2013

December 31, 2012

March 31, 2014

December 31, 2013

+200 basis-point change above current rates

–3.4

–0.7

–3.5

–3.7

+100 basis-point change above current rates

–1.4

+0.1

–1.6

–1.7

–100 basis-point change below current rates⁽²⁾

+0.8

+2.6

+2.1

+1.5

–200 basis-point change below current rates⁽²⁾

+2.4

+4.9

+5.9

+3.1


(1)	Instantaneous change from actual rates at dates indicated.


(2)	Interest rates for each maturity are limited to non-negative interest rates.

The Bank’s estimates of the sensitivity of the market value of capital to changes in interest rates as of ~~September 30, 2013~~,March 31, 2014, show ~~greater~~a small decrease in adverse sensitivity in the rising rate scenarios and ~~less~~greater sensitivity in the declining rate scenarios compared with the estimates as of December 31, ~~2012~~.2013. The change in sensitivity in the declining rate scenarios is primarily related to the ~~implementation~~impact of ~~an upgrade~~slower projected mortgage prepayment speeds and increased leverage. The slower mortgage prepayment speeds are primarily related to improved (slower) estimates of mortgage

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prepayments by borrowers that have experienced past opportunities to refinance, but have not. These types of borrowers are now considered less likely to prepay in the future. The effect of excess capital stock repurchases also increased sensitivity because sensitivities are expressed as a percentage of capital and the level of capital declined. The impact of the slower mortgage prepayment speeds and increased leverage were mitigated in the rising rate scenarios as a result of rebalancing actions implemented in the mortgage portfolio. In addition, the decrease in long-term interest rates contributed to the ~~Bank’s third-party prepayment model. The upgrade resulted~~decrease in ~~slower prepayment projections across all interest~~adverse sensitivity in the rising rate scenarios. LIBOR interest rates as of ~~September 30, 2013~~,March 31, 2014, were 14 basis ~~point~~ points lower for the 1-year term, 703 basis points higher for the 5-year term, and 9623 basis points ~~higher~~lower for the 10-year term. ~~The increase in intermediate and long-term interest rates primarily resulted in a decrease in sensitivity in the declining rate scenarios.~~ Because interest rates in the declining rate scenarios are limited to non-negative interest rates and the current interest rate environment is so low, the interest rates in the declining rate scenarios cannot decrease to the same extent that the interest rates in the rising rate scenarios can increase. ~~However, as~~As of ~~September 30, 2013~~,March 31, 2014, interest rates could decrease ~~more~~less in a declining rate scenario relative to the measurements as of December 31, ~~2012~~.2013.

Embedded in the market value of capital sensitivity table are risk projections for mortgage assets. In general, as interest rates increase, mortgage assets, including MBS, are expected to remain outstanding for a longer period of time because mortgage prepayment speeds decline as a result of reduced incentives to refinance. Because most of the Bank’s MBS were purchased when mortgage asset spreads to pricing benchmarks were significantly lower than what is currently required by investors, the adverse spread difference causes an embedded negative impact on the market value of MBS, which directly reduces the estimated market value of Bank capital. If interest rates increase and MBS consequently remain outstanding for a longer period of time, the adverse spread difference will exist for a longer period of time, causing an even larger embedded negative market value impact than at current interest rate levels. This creates additional downward pressure on the measured market value of capital. As a result, the Bank’s measured market value of capital sensitivity to changes in interest rates is generally higher than it would be if it were measured based on the fundamental underlying repricing and option risks (a greater decline in the market value of capital when rates increase and a greater increase in the market value of capital when rates decrease). Based on the liquidity premium investors require for these assets and the Bank’s intent and ability to hold the assets to maturity, the Bank determined that the market value of capital sensitivity is not the best indication of risk, and the

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Bank now uses estimates of the sensitivity of the net portfolio value of capital to measure that risk, as explained above.

The ~~Net Portfolio Value of Capital Sensitivity~~ table below presents the sensitivity of the net portfolio value of capital (the net value of the Bank’s assets, liabilities, and hedges, with mortgage assets valued using acquisition valuation spreads) to changes in interest rates. The table presents the estimated percentage change in the Bank’s net portfolio value of capital that would be expected to result from changes in interest rates under different interest rate scenarios based on pricing mortgage assets at spreads that existed at the time of purchase rather than at current market spreads. The Bank’s estimates of the net portfolio value of capital sensitivity to changes in interest rates as of ~~September 30, 2013~~,March 31, 2014, show ~~greater~~a small increase in adverse sensitivity in the rising rate scenarios and ~~a minor change in~~greater sensitivity in the declining rate scenarios compared with the estimates as of December 31, ~~2012~~.2013. The ~~increase~~change in sensitivity in the ~~rising~~declining rate scenarios is primarily related to the ~~implementation~~impact of ~~an upgrade~~slower projected mortgage prepayment speeds and increased leverage. The slower mortgage prepayment speeds are primarily related to improved (slower) estimates of mortgage prepayments by borrowers that have experienced past opportunities to refinance, but have not. These types of borrowers are now considered less likely to prepay in the ~~Bank’s third-party~~future. The effect of excess capital stock repurchases also increased sensitivity because sensitivities are expressed as a percentage of capital and the level of capital declined. The impact of the slower mortgage prepayment ~~model. The upgrade resulted~~speeds and increased leverage were mitigated in the rising rate scenarios as a result of rebalancing actions implemented in the mortgage portfolio. In addition, the decrease in long-term interest rates partially offset the adverse impact of slower projected mortgage prepayment ~~projections across all interest~~speeds and increased leverage in rising rate scenarios.

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Net Portfolio Value of Capital Sensitivity

Estimated Percentage Change in Net Portfolio Value of Bank Capital

for Various Changes in Interest Rates Based on Acquisition Spreads

Net Portfolio Value of Capital Sensitivity

Estimated Percentage Change in Net Portfolio Value of Bank Capital

for Various Changes in Interest Rates Based on Acquisition Spreads

Net Portfolio Value of Capital Sensitivity

Estimated Percentage Change in Net Portfolio Value of Bank Capital

for Various Changes in Interest Rates Based on Acquisition Spreads

Interest Rate Scenario⁽¹⁾

September 30, 2013

December 31, 2012

March 31, 2014

December 31, 2013

+200 basis-point change above current rates

–3.2

–0.8

–3.9

–3.7

+100 basis-point change above current rates

–1.2

+0.2

–1.7

–1.6

–100 basis-point change below current rates⁽²⁾

–0.1

+0.0

+1.6

+0.7

–200 basis-point change below current rates⁽²⁾

+0.1

–0.4

+3.7

+0.6


(1)	Instantaneous change from actual rates at dates indicated.


(2)	Interest rates for each maturity are limited to non-negative interest rates.

Adjusted Return on Capital

The adjusted return on capital is a measure used by the Bank to assess financial performance. The adjusted return on capital is based on current period economic earnings that exclude the effects of unrealized net gains or losses resulting from the Bank’s derivatives and associated hedged items and from financial instruments carried at fair value, which will generally reverse through changes in future valuations and settlements of contractual interest cash flows over the remaining contractual terms to maturity or by the call or put date of the assets and liabilities held under the fair value option, hedged assets and liabilities, and derivatives. Economic earnings also exclude the interest expense on mandatorily redeemable capital ~~stock. Economic earnings also exclude~~stock and the 20% of net income allocated to the Bank’s restricted retained earnings account in accordance with the FHLBanks’ Joint Capital Enhancement ~~Agreement.~~Agreement, as amended. Economic earnings exclude these amounts in order to more accurately reflect the amount of earnings that may be available to be paid as dividends to shareholders.

The Bank limits the sensitivity of projected financial performance through a Board of Directors’ policy limit on projected adverse changes in the adjusted return on capital. The Bank’s adjusted return on capital sensitivity policy limits the potential adverse impact of an instantaneous parallel shift of a plus or minus 200-basis-point change in interest rates from current rates (base case) to no worse than ~~–120~~–120 basis points from the base case projected adjusted return on capital. In both the upward and downward shift scenarios, the adjusted return on capital for the projected 12-month horizon is not expected to deteriorate relative to the base case environment.

Duration Gap

Duration gap is the difference between the estimated durations (market value sensitivity) of assets and liabilities (including the impact of interest rate exchange agreements) and reflects the extent to which estimated maturity and repricing cash flows for assets and liabilities are matched. The Bank monitors duration gap analysis at the total Bank level and does not have a policy limit. The Bank’s duration gap was one month at ~~September 30, 2013~~,March 31, 2014, and

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~~negative~~ one month at December 31, ~~2012~~. The increase in duration is primarily related to the implementation of an upgrade to the Bank’s third-party prepayment model. The upgrade resulted in slower prepayment projections across all interest rate scenarios.

2013.

														Total Bank Duration Gap Analysis

	September 30, 2013			December 31, 2012				March 31, 2014			December 31, 2013
	Amount (In millions)		Duration Gap⁽¹⁾⁽²⁾ (In months)	Amount (In millions)		Duration Gap⁽¹⁾⁽²⁾ (In months)		Amount (In millions)		Duration Gap⁽¹⁾⁽²⁾ (In months)	Amount (In millions)		Duration Gap⁽¹⁾⁽²⁾ (In months)
Assets	$	87,661	11	$	86,421	8		$	86,185	11	$	85,774	11
Liabilities	82,038		10	80,808		9		80,543		10	80,065		10
Net	$	5,623	1	$	5,613	(1	)	$	5,642	1	$	5,709	1


(1)	Duration gap values include the impact of interest rate exchange agreements.


(2)	Because of the current low interest rate environment, the duration gap is estimated using an instantaneous, one-sided parallel change upward of 100 basis points from base case interest rates.

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~~The duration gap as of~~ ~~September 30, 2013, increased relative to the duration gap as of~~ ~~December 31, 2012~~. Since duration gap is a measure of market value sensitivity, the impact of large embedded mortgage liquidity spreads on duration gap is the same as described in the analysis in “Total Bank Market Risk – Market Value of Capital Sensitivity and Net Portfolio Value of Capital Sensitivity” above. As a result of the liquidity premium investors require for these assets and the Bank’s intent and ability to hold its mortgage assets to maturity, the Bank does not believe that market value-based sensitivity risk measures provide a fundamental indication of risk.

Segment Market Risk

The financial performance and interest rate risks of each business segment are managed within prescribed guidelines and policy limits.

Advances-Related Business

Interest rate risk arises from the advances-related business primarily through the use of shareholder-contributed capital to fund fixed rate investments of targeted amounts and maturities. In general, advances result in very little net interest rate risk for the Bank because most fixed rate advances with original maturities greater than three months and all advances with embedded options are simultaneously hedged ~~contemporaneously~~ with an interest rate swap or option with terms offsetting the advance. The interest rate swap or option generally is maintained as a hedge for the life of the advance. These hedged advances effectively create a pool of variable rate assets, which, in combination with the strategy of raising debt swapped to variable rate liabilities, creates an advances portfolio with low net interest rate risk.

~~Non-MBS~~Money market investments used for liquidity management generally have maturities of less than three ~~months or are variable rate investments. These investments effectively match the interest rate risk of the Bank’s variable rate funding. To leverage the Bank’s capital stock,~~months. In addition, the Bank ~~also~~ invests in non-MBS agency securities, generally with terms of less than three years. These investments may be variable rate or fixed rate, and the interest rate risk resulting from the fixed rate coupon is hedged with an interest rate swap or fixed rate debt.

The interest rate risk in the advances-related business is primarily associated with the Bank’s strategy for investing capital ~~(shareholders’ outstanding capital~~(capital stock, including mandatorily redeemable capital stock, and retained earnings). The Bank’s strategy is generally to invest 50% of capital in short-term investments (maturities of three months or less) and 50% in intermediate-term investments ~~(laddered~~(a laddered portfolio of investments with maturities of up to four years). However, this strategy may be altered from time to time depending on market conditions. The strategy to invest 50% of capital in short-term assets is intended to mitigate the market value of capital risks associated with the potential repurchase or redemption of excess capital stock. Excess capital stock usually results from a decline in a borrower’s outstanding advances or by a membership termination. Under the Bank’s capital

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plan, capital stock, when repurchased or redeemed, is required to be repurchased or redeemed at its par value of $100 per share, subject to certain regulatory and statutory limits. The strategy to invest 50% of capital in a laddered portfolio of instruments with short to intermediate maturities is intended to take advantage of the higher earnings available from a generally positively sloped yield curve, when intermediate-term investments generally have higher yields than short-term investments.

The Bank updates the repricing and maturity gaps for actual asset, liability, and derivative transactions that occur in the advances-related segment each day. The Bank regularly compares the targeted repricing and maturity gaps to the actual repricing and maturity gaps to identify rebalancing needs for the targeted gaps. On a weekly basis, the Bank evaluates the projected impact of expected maturities and scheduled repricings of assets, liabilities, and interest rate exchange agreements on the interest rate risk of the advances-related segment. The analyses are prepared under base case and alternate interest rate scenarios to assess the effect of options embedded in the advances, related financing, and hedges. These analyses are also used to measure and manage potential reinvestment risk (when the remaining term of advances is shorter than the remaining term of the financing) and potential refinancing risk (when the remaining term of advances is longer than the remaining term of the financing).

Because of the short-term and variable rate nature of the assets, liabilities, and derivatives of the advances-related business, the Bank’s interest rate risk guidelines address the amounts of net assets that are expected to mature or

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reprice in a given period. Net market value sensitivity analyses and net interest income simulations are also used to identify and measure risk and variances to the target interest rate risk exposure in the advances-related segment.

Mortgage-Related Business

The Bank’s mortgage assets include MBS, most of which are classified as ~~held-to-maturity~~HTM or as ~~available-for-sale,~~AFS, with a small amount classified as trading, and mortgage loans held for portfolio purchased under the MPF Program. The Bank is exposed to interest rate risk from the mortgage-related business because the principal cash flows of the mortgage assets and the liabilities that fund them are not exactly matched through time and across all possible interest rate scenarios, given the impact of mortgage prepayments and the existence of interest rate caps on certain adjustable rate MBS.

The Bank purchases a mix of intermediate-term fixed rate and adjustable rate MBS. Generally, purchases of long-term fixed rate MBS have been relatively ~~small; any~~limited. Any MPF loans that have been acquired are medium- or long-term fixed rate mortgage assets. This results in a mortgage portfolio that has a diversified set of interest rate risk attributes.

The estimated market risk of the mortgage-related business is managed both at the time an ~~individual~~ asset is purchased and on an ongoing basis for the total portfolio. At the time of purchase (for all significant mortgage asset acquisitions), the Bank analyzes the estimated earnings sensitivity and estimated net market value sensitivity, taking into consideration the estimated mortgage prepayment sensitivity of the mortgage assets and anticipated funding and hedging activities under various interest rate scenarios. The related funding and hedging transactions are executed at or close to the time of purchase of a mortgage asset.

At least monthly, the Bank reviews the estimated market risk profile of the entire portfolio of mortgage assets and related funding and hedging transactions. The Bank then considers rebalancing strategies to modify the estimated mortgage portfolio market risk profile. Periodically, the Bank performs more in-depth analyses, which include an analysis of the impacts of non-parallel shifts in the yield curve and assessments of the impacts of unanticipated mortgage prepayment behavior. Based on these analyses, the Bank may take actions to rebalance the mortgage portfolio’s market risk profile. These rebalancing strategies may include entering into new funding and hedging transactions, forgoing or modifying certain funding or hedging transactions normally executed with new mortgage purchases, or terminating certain funding and hedging transactions for the mortgage asset portfolio.

The Bank manages the estimated interest rate risk associated with mortgage assets, including mortgage prepayment risk, through a combination of debt issuance and derivatives. The Bank may obtain funding through callable and non-callable FHLBank System debt and may execute derivative transactions to achieve principal cash flow patterns and

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market value sensitivities for the liabilities and derivatives that provide a significant offset to the interest rate and mortgage prepayment risks associated with the mortgage assets. Debt issued to finance mortgage assets may be fixed rate debt, callable fixed rate debt, or adjustable rate debt. Derivatives may be used as temporary hedges of anticipated debt issuance or long-term hedges of debt used to finance the mortgage assets. The derivatives used to hedge the interest rate risk of fixed rate mortgage assets generally may be options to enter into interest rate swaps (swaptions) or callable and non-callable pay-fixed interest rate swaps. Derivatives may also be used to offset the interest rate cap risk embedded in adjustable rate MBS.

As discussed above in “Total Bank Market Risk – Market Value of Capital Sensitivity and Net Portfolio Value of Capital Sensitivity,” the Bank uses net portfolio value of capital sensitivity as a primary market value metric for measuring the Bank’s exposure to interest rates. The Bank’s interest rate risk policies and guidelines for the mortgage-related business address the net portfolio value of capital sensitivity of the assets, liabilities, and derivatives of the mortgage-related business.

In addition, the Bank continues to use market value of capital sensitivity (the interest rate sensitivity of the net fair value of all assets, liabilities, and interest rate exchange agreements) as an important measure of the Bank’s exposure to changes in interest rates. The Bank measures, monitors, and reports on both the net portfolio value of capital sensitivity and the market value of capital sensitivity attributable to the mortgage-related business.

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The following table presents results of the estimated market value of capital sensitivity analysis attributable to the mortgage-related business as of ~~September 30, 2013~~,March 31, 2014, and December 31, ~~2012~~.2013.



~~Market Value of Capital Sensitivity~~ ~~Estimated Percentage Change in Market Value of Bank Capital~~ ~~Attributable to the Mortgage-Related Business for Various Changes in Interest Rates~~

~~Interest Rate Scenario~~⁽¹⁾	~~September 30, 2013~~		~~December 31, 2012~~
~~+200 basis-point change~~	~~–1.7~~	%	~~+1.1~~	%
~~+100 basis-point change~~	~~–0.7~~		~~+0.9~~
~~–100 basis-point change~~⁽²⁾	~~+0.2~~		~~+1.0~~
~~–200 basis-point change~~⁽²⁾	~~+1.2~~		~~+3.1~~



Market Value of Capital Sensitivity Estimated Percentage Change in Market Value of Bank Capital Attributable to the Mortgage-Related Business for Various Changes in Interest Rates

Interest Rate Scenario⁽¹⁾	March 31, 2014		December 31, 2013
+200 basis-point change	–2.0	%	–2.1	%
+100 basis-point change	–0.9		–1.0
–100 basis-point change⁽²⁾	+1.6		+1.0
–200 basis-point change⁽²⁾	+4.9		+2.1


(1)	Instantaneous change from actual rates at dates indicated.


(2)	Interest rates for each maturity are limited to non-negative interest rates.

The Bank’s estimates of the sensitivity of the market value of capital to changes in interest rates as of ~~September 30, 2013~~,March 31, 2014, generally show a ~~shift to~~small decrease in adverse sensitivity in the rising rate scenarios and ~~less~~greater sensitivity in the declining rate scenarios compared with the estimates as of December 31, ~~2012~~.2013. The change in sensitivity in the declining rate scenarios is primarily related to the ~~implementation~~impact of ~~an upgrade~~slower projected mortgage prepayment speeds and increased leverage. The slower mortgage prepayment speeds are primarily related to improved (slower) estimates of mortgage prepayments by borrowers that have experienced past opportunities to refinance, but have not. These types of borrowers are now considered less likely to prepay in the future. The effect of excess capital stock repurchases also increased sensitivity because sensitivities are expressed as a percentage of capital and the level of capital declined. The impact of the slower mortgage prepayment speeds and increased leverage were mitigated in the rising rate scenarios as a result of rebalancing actions implemented in the mortgage portfolio. In addition, the decrease in long-term interest rates contributed to the ~~Bank’s third-party prepayment model. The upgrade resulted~~decrease in ~~slower prepayment projections across all interest~~adverse sensitivity in the rising rate scenarios. LIBOR interest rates as of ~~September 30, 2013~~,March 31, 2014, were 14 basis point lower for the 1-year term, 703 basis points higher for the 5-year term, and 9623 basis points ~~higher~~lower for the 10-year ~~term relative to~~ ~~December 31, 2012. The increase in intermediate and long-term interest rates primarily resulted in a decrease in sensitivity in the declining rate scenarios.~~term. Because interest rates in the declining rate scenarios are limited to non-negative interest rates and the current interest rate environment is so low, the interest rates in the declining rate scenarios cannot decrease to the same extent that the interest rates in the rising rate scenarios can increase. ~~However, as~~As of ~~September 30, 2013~~,March 31, 2014, interest rates could decrease ~~more~~less in a declining rate scenario relative to the measurements as of December 31, ~~2012~~.2013.

The Bank’s interest rate risk policies and guidelines for the mortgage-related business address the net portfolio value of capital sensitivity of the assets, liabilities, and derivatives of the mortgage-related business. The following table presents results of the estimated net portfolio value of capital sensitivity analysis attributable to the mortgage-related business as of ~~September 30, 2013~~,March 31, 2014, and December 31, ~~2012~~.2013. The table presents the estimated percentage change in the value of Bank capital attributable to the mortgage-related business that would be expected to result from changes in interest rates under different interest rate scenarios based on pricing mortgage assets at spreads that

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existed at the time of purchase rather than current market spreads. The Bank’s estimates of the net portfolio value of capital sensitivity to changes in interest rates as of ~~September 30, 2013~~,March 31, 2014, show ~~greater~~a small increase in adverse sensitivity in rising rate scenarios and ~~lower adverse~~greater sensitivity in declining rate scenarios compared with the estimates as of December 31, ~~2012~~.2013. The ~~changes~~change in sensitivity in the declining rate scenarios is primarily related to the impact of slower projected mortgage prepayment speeds and increased leverage. The slower mortgage prepayment speeds are primarily related to improved (slower) estimates of mortgage prepayments by borrowers that have experienced past opportunities to refinance, but have not. These types of borrowers are now considered less likely to prepay in the ~~implementation~~future. The effect of ~~an upgrade to~~excess capital stock repurchases also increased sensitivity because sensitivities are expressed as a percentage of capital and the ~~Bank’s third-party~~level of capital declined. The impact of the slower mortgage prepayment ~~model. The upgrade resulted~~speeds and increased leverage were mitigated in the rising rate scenarios as a result of rebalancing actions implemented in the mortgage portfolio. In addition, the decrease in long-term interest rates partially offset the adverse impact of slower ~~prepayment projections across all interest~~projected prepayments and increased leverage in rising rate scenarios. ~~LIBOR interest rates as of~~ ~~September 30, 2013, were~~ 1 ~~basis point~~ ~~lower~~ ~~for the 1-year term,~~ 70 ~~basis points~~ ~~higher~~ ~~for the 5-year term, and~~ 96 ~~basis points~~ ~~higher~~ ~~for the 10-year term relative to~~ ~~December 31, 2012~~. Because interest rates in the declining rate scenarios are limited to non-negative interest rates and the current interest rate environment is so low, the interest

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rates in the declining rate scenarios cannot decrease to the same extent that the interest rates in the rising rate scenarios can increase. As of March 31, 2014, interest rates could decrease less in a declining rate scenario relative to the measurements as of December 31, 2013.

Net Portfolio Value of Capital Sensitivity

Estimated Percentage Change in Net Portfolio Value of Bank Capital

Attributable to the Mortgage-Related Business for Various Changes in

Interest Rates Based on Acquisition Spreads

Net Portfolio Value of Capital Sensitivity

Estimated Percentage Change in Net Portfolio Value of Bank Capital

Attributable to the Mortgage-Related Business for Various Changes in

Interest Rates Based on Acquisition Spreads

Net Portfolio Value of Capital Sensitivity

Estimated Percentage Change in Net Portfolio Value of Bank Capital

Attributable to the Mortgage-Related Business for Various Changes in

Interest Rates Based on Acquisition Spreads

Interest Rate Scenario⁽¹⁾

September 30, 2013

December 31, 2012

March 31, 2014

December 31, 2013

+200 basis-point change above current rates

–1.7

+0.8

–2.5

–2.3

+100 basis-point change above current rates

–0.6

+0.9

–1.1

–1.0

–100 basis-point change below current rates⁽²⁾

–0.6

–1.3

+1.1

+0.2

–200 basis-point change below current rates⁽²⁾

–0.9

–2.0

+2.8

–0.2


(1)	Instantaneous change from actual rates at dates indicated.


(2)	Interest rates for each maturity are limited to non-negative interest rates.


ITEM 4.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The senior management of the Federal Home Loan Bank of San Francisco (Bank) is responsible for establishing and maintaining a system of disclosure controls and procedures designed to ensure that information required to be disclosed by the Bank in the reports filed or submitted under the Securities Exchange Act of 1934 (1934 Act) is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The Bank’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Bank in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Bank’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the Bank’s disclosure controls and procedures, the Bank’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Bank’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of controls and procedures.

Management of the Bank has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the participation of the president and chief executive officer, executive vice president and chief operating officer, and senior vice president and chief financial officer as of the end of the period covered by this report. Based on that evaluation, the Bank’s president and chief executive officer, executive vice president and chief operating officer, and senior vice president and chief financial officer have concluded that the Bank’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Internal Control Over Financial Reporting

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During the three months ended ~~September 30, 2013~~,March 31, 2014, there were no changes in the Bank’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting.

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Consolidated Obligations

The Bank’s disclosure controls and procedures include controls and procedures for accumulating and communicating information in compliance with the Bank’s disclosure and financial reporting requirements relating to the joint and several liability for the consolidated obligations of ~~other~~the Federal Home Loan Banks (FHLBanks). Because the FHLBanks are independently managed and operated, the Bank’s management relies on information that is provided or disseminated by the Federal Housing Finance Agency (Finance Agency), the Office of Finance, and the other FHLBanks, as well as on published FHLBank credit ratings, in determining whether the joint and several liability regulation is reasonably likely to result in a direct obligation for the Bank or whether it is reasonably possible that the Bank will accrue a direct liability.

The Bank’s management also relies on the operation of the joint and several liability regulation. The joint and several liability regulation requires that each FHLBank file with the Finance Agency a quarterly certification that it will remain capable of making full and timely payment of all of its current obligations, including direct obligations, coming due during the next quarter. In addition, if an FHLBank cannot make such a certification or if it projects that it may be unable to meet its current obligations during the next quarter on a timely basis, it must file a notice with the Finance Agency. Under the joint and several liability regulation, the Finance Agency may order any FHLBank to make principal and interest payments on any consolidated obligations of any other FHLBank, or allocate the outstanding liability of an FHLBank among all remaining FHLBanks on a pro rata basis in proportion to each FHLBank’s participation in all consolidated obligations outstanding or on any other basis.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The Federal Home Loan Bank of San Francisco (Bank) may be subject to various legal proceedings arising in the normal course of business.

In 2010, the Bank filed two complaints in the Superior Court of the State of California, County of San Francisco (San Francisco Superior Court), relating to the purchase of private-label residential mortgage-backed securities

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(PLRMBS). The Bank seeks rescission and damages and asserts claims for and violations of the California Corporate Securities Act ~~negligent misrepresentation,~~ and rescission of contract.

The Bank's PLRMBS litigation is now in the discovery phase, and a trial has been scheduled for September 2, 2014.

In 2010, the Bank also filed a complaint in San Francisco Superior Court against Bank of America Corporation (BAC) seeking a determination that BAC or its subsidiaries are successors to the liabilities of Countrywide Financial Corporation (CFC) and other Countrywide entities that are defendants in the Bank's PLRMBS litigation. On ~~May 10, 2013,~~January 28, 2014, the parties stipulated to and the Court ordered a stay of the Bank's claim against BAC until November 30, ~~2013.~~2014.

For a further discussion of this litigation, see “Part I. Item 3. Legal Proceedings” in the Bank’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~.2013.

After consultation with legal counsel, the Bank is not aware of any other legal proceedings that are expected to have a material effect on its financial condition or results of operations or that are otherwise material to the Bank.


ITEM 1A.	RISK FACTORS

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For a discussion of risk factors, see “Part I. Item 1A. Risk Factors” in the Federal Home Loan Bank of San Francisco’s (Bank’s) Annual Report on Form 10-K for the year ended December 31, ~~2012~~ (~~2012~~2013 (2013 Form 10-K). There have been no material changes from the risk factors disclosed in the “Part I. Item 1A. Risk Factors” section of the Bank’s ~~2012~~2013 Form 10-K.

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ITEM 6.	EXHIBITS



Exhibit No.			Description


10.1+			2014 President’s Incentive Plan

10.2+			2014 Executive Incentive Plan

10.3			2014 Executive Performance Unit Plan

31.1			Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of the Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1			Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2			Certification of the Chief Operating Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			Pursuant to Rule 405 of Regulation S-T, the following financial information from the ~~Bank’s~~Bank's quarterly report on Form 10-Q for the period ended ~~September 30, 2013,~~March 31, 2014, is formatted in XBRL interactive data files: (i) Statements of Condition at ~~September 30, 2013,~~March 31, 2014, and December 31, ~~2012;~~2013; (ii) Statements of Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2013~~March 31, 2014 and ~~2012;~~2013; (iii) Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2013~~March 31, 2014 and ~~2012;~~2013; (iv) Statements of Capital Accounts for the ~~Nine~~Three Months Ended ~~September 30, 2013~~March 31, 2014 and ~~2012;~~2013; (v) Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2013~~March 31, 2014 and ~~2012;~~2013; and (vi) Notes to Financial Statements.


+	Confidential treatment has been requested as to portions of this exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~November 8, 2013~~.May 9, 2014.



	Federal Home Loan Bank of San Francisco

	/S/ DEAN SCHULTZ
	Dean Schultz President and Chief Executive Officer

	/S/ LISA B. MACMILLEN
	Lisa B. MacMillen Executive Vice President and Chief Operating Officer

	/S/ KENNETH C. MILLER
	Kenneth C. Miller Senior Vice President and Chief Financial Officer (Principal Financial Officer)

~~115~~112

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company