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~~June 30, ~~2017~~2018

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

For the transition period from to

Commission File No. 000-51401

^{Federal Home Loan Bank of Chicago}

(Exact name of registrant as specified in its charter)



	Federally chartered corporation		36-6001019
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	200 East Randolph Drive Chicago, IL		60601
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (312) 565-5700

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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



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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of ~~September~~June 30, ~~2017,~~2018, including mandatorily redeemable capital stock, registrant had ~~18,648,304~~21,184,919 total outstanding shares of Class B Capital Stock.

Table of Contents

^{Federal Home Loan Bank of Chicago}

TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited).
	~~Item 1.~~Statements of Condition	~~Financial Statements (unaudited)~~.	43
	Statements of ~~Condition~~Income	4
	Statements of Comprehensive Income	5
	Statements of ~~Comprehensive Income~~Capital	6
	~~Statements of Capital~~	7
	Condensed Statements of Cash Flows	87
	Note 1 - Background and Basis of Presentation	98
	Note 2 - Summary of Significant Accounting Policies	109
	Note 3 - Recently Issued but Not Yet Adopted Accounting Standards	1110
	Note 4 - Interest Income and Interest Expense	1412
	Note 5 - Investment Securities	1513
	Note 6 - Advances	2018
	Note 7 - MPF Loans Held in Portfolio	2119
	Note 8 - Allowance for Credit Losses	2220
	Note 9 - Derivatives and Hedging Activities	2422
	Note 10 - Consolidated Obligations	2927
	Note 11 - Capital and Mandatorily Redeemable Capital Stock (MRCS)	3028
	Note 12 - Accumulated Other Comprehensive Income (Loss)	3129
	Note 13 - Fair Value	3230
	Note 14 - Commitments and Contingencies	3433
	Note 15 – Transactions with Related Parties and Other FHLBs	3534
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	3635
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	5954
Item 4.	Controls and Procedures.	6156

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	6257
Item 1A.	Risk Factors.	6257
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6257
Item 3.	Defaults upon Senior Securities.	6257
Item 4.	Mine Safety Disclosures.	6257
Item 5.	Other Information.	6257
Item 6.	Exhibits.	6358

	Glossary of Terms	6459
	Signatures	S-1

Table of Contents

^{Federal Home Loan Bank of Chicago}

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Statements of Condition (unaudited)

(Dollars in millions, except capital stock par value)


																										September 30, 2017		December 31, 2016																												June 30, 2018		December 31, 2017
Assets	Assets																														Assets
Cash and due from banks	Cash and due from banks																									$	32	$	351		Cash and due from banks																									$	29	$	42
Interest bearing deposits	Interest bearing deposits																									750		650			Interest bearing deposits																									775		775
Federal Funds sold	Federal Funds sold																									9,849		4,075			Federal Funds sold																									10,170		7,561
Securities purchased under agreements to resell	Securities purchased under agreements to resell																									3,750		2,300			Securities purchased under agreements to resell																									7,000		5,000
Investment securities -	Investment securities -																														Investment securities -
Trading,	Trading,	71		and				97			pledged															236		1,045			Trading,	74		and				67			pledged															2,602		233
Available-for-sale	Available-for-sale																									13,532		14,918			Available-for-sale																									11,768		12,957
Held-to-maturity,	Held-to-maturity,						4,184					and				5,516					fair value					3,768		5,072			Held-to-maturity,						4,050					and				4,538					fair value					3,733		4,157
Investment securities	Investment securities																									17,536		21,035			Investment securities																									18,103		17,347
Advances,	Advances,		785				and				672				carried at fair value											50,153		45,067			Advances,		859				and				776				carried at fair value											54,468		48,085
MPF Loans held in portfolio, net of,																			(2)			and		(3)	allowance for credit losses	5,024		4,967
MPF Loans held in portfolio, net of																															MPF Loans held in portfolio, net of																		(1)			and		(2)	allowance for credit losses	5,779		5,193
Derivative assets	Derivative assets																									3		6			Derivative assets																									5		3
Other assets,	Other assets,				171				and				44			carried at fair value										391		241			Other assets,				111				and				118				carried at fair value									402		349
Assets	Assets																									$	87,488	$	78,692		Assets																									$	96,731	$	84,355

Liabilities	Liabilities																														Liabilities
Deposits -	Deposits -																														Deposits -
Noninterest bearing	Noninterest bearing																									$	52	$	53		Noninterest bearing																									$	53	$	51
Interest bearing,	Interest bearing,						15			and				16			from other FHLBs									548		443			Interest bearing,						18			and				32			from other FHLBs									537		473
Deposits	Deposits																									600		496			Deposits																									590		524
Consolidated obligations, net -	Consolidated obligations, net -																														Consolidated obligations, net -
Discount notes,	Discount notes,					872					and				6,368					carried at fair value						45,460		35,949			Discount notes,					0					and				749					carried at fair value						43,007		41,191
Bonds,	5,206				and				5,443					carried at fair value												35,890		36,903			4,067				and				5,260					carried at fair value												46,854		37,121
Consolidated obligations, net	Consolidated obligations, net																									81,350		72,852			Consolidated obligations, net																									89,861		78,312
Derivative liabilities	Derivative liabilities																									28		43			Derivative liabilities																									19		20
Affordable Housing Program assessment payable	Affordable Housing Program assessment payable																									87		86			Affordable Housing Program assessment payable																									87		88
Mandatorily redeemable capital stock	Mandatorily redeemable capital stock																									308		301			Mandatorily redeemable capital stock																									314		311
Other liabilities	Other liabilities																									243		219			Other liabilities																									505		248
Liabilities	Liabilities																									82,616		73,997			Liabilities																									91,376		79,503
Commitments and contingencies - see notes to the financial statements	Commitments and contingencies - see notes to the financial statements																														Commitments and contingencies - see notes to the financial statements
Capital	Capital																														Capital
Class B1 activity stock,	Class B1 activity stock,										14			and				12			million shares issued and outstanding					1,351		1,160			Class B1 activity stock,										15			and				12			million shares issued and outstanding					1,498		1,241
Class B2 membership stock,	Class B2 membership stock,														2		and				6		million shares issued and outstanding			206		551			Class B2 membership stock,														3		and				2		million shares issued and outstanding			307		202
Capital stock - putable,	Capital stock - putable,											$100					and				$100			par value		1,557		1,711			Capital stock - putable,											$100					and				$100			par value per share		1,805		1,443
Retained earnings - unrestricted	Retained earnings - unrestricted																									2,784		2,631			Retained earnings - unrestricted																									2,944		2,845
Retained earnings - restricted	Retained earnings - restricted																									435		389			Retained earnings - restricted																									484		452
Retained earnings	Retained earnings																									3,219		3,020			Retained earnings																									3,428		3,297
Accumulated other comprehensive income (loss) (AOCI)	Accumulated other comprehensive income (loss) (AOCI)																									96		(36		)	Accumulated other comprehensive income (loss) (AOCI)																									122		112
Capital	Capital																									4,872		4,695			Capital																									5,355		4,852
Liabilities and capital	Liabilities and capital																									$	87,488	$	78,692		Liabilities and capital																									$	96,731	$	84,355

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

Table of Contents

^{Federal Home Loan Bank of Chicago}

Statements of Income (unaudited)

(Dollars in millions)


	Three months ended September 30,					Nine months ended September 30,														Three months ended June 30,					Six months ended June 30,
	2017			2016		2017			2016											2018			2017		2018			2017
Interest income	$	411		$	309	$	1,121		$	944		Interest income								$	577		$	373	$	1,057		$	710
Interest expense	288			196		768			600			Interest expense								445			256		801			480
Net interest income	123			113		353			344			Net interest income								132			117		256			230
Provision for (reversal of) credit losses	(1		)	—		—			—			Provision for (reversal of) credit losses								—			1		—			1
Net interest income after provision for (reversal of) credit losses	124			113		353			344			Net interest income after provision for (reversal of) credit losses								132			116		256			229

Noninterest income -												Noninterest income -
Derivatives and hedging activities	—			7		6			(7		)	Derivatives and hedging activities								3			3		—			6
Instruments held under fair value option	(5		)	—		(3		)	6			Instruments held under fair value option								(10		)	4		(17		)	2
Litigation settlement awards	—			—		1			38
MPF fees from other FHLBs	5			4		15			12
MPF fees,												6	,	5	,	12	and	10	from other FHLBs	7			7		15			13
Other, net	5			3		12			12			Other, net								9			2		11			5
Noninterest income	5			14		31			61			Noninterest income								9			16		9			26

Noninterest expense -												Noninterest expense -
Compensation and benefits	26			26		77			71			Compensation and benefits								28			26		52			51
Operating expenses	15			15		45			44			Operating expenses								17			15		32			30
Other	2			1		7			13			Other								1			3		4			5
Noninterest expense	43			42		129			128			Noninterest expense								46			44		88			86

Income before assessments	86			85		255			277			Income before assessments								95			88		177			169

Affordable Housing Program	9			9		26			28			Affordable Housing Program								10			9		18			17

Net income	$	77		$	76	$	229		$	249		Net income								$	85		$	79	$	159		$	152

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

Table of Contents

^{Federal Home Loan Bank of Chicago}

Statements of Comprehensive Income (unaudited)

(Dollars in millions)



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Net income	$	85		$	79		$	159		$	152

Other comprehensive income (loss) -
Net unrealized gain (loss) available-for-sale securities	(43		)	(19		)	(92		)	19
Noncredit OTTI held-to-maturity securities	8			8			15			17
Net unrealized gain (loss) cash flow hedges	32			25			90			69
Postretirement plans	(1		)	—			(3		)	(2		)
Other comprehensive income (loss)	(4		)	14			10			103

Comprehensive income	$	81		$	93		$	169		$	255

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

Table of Contents

^{Federal Home Loan Bank of Chicago}

~~Statements of Comprehensive Income (unaudited)~~

~~(Dollars in millions)~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Net income $ 77
$ 76
$ 229
$ 249

Other comprehensive income (loss) -

Net unrealized gain (loss) available-for-sale securities (24 ) (13 ) (5 ) (113 )
Noncredit OTTI held-to-maturity securities 8
9
25
30
Net unrealized gain (loss) cash flow hedges 42
83
111
38
Postretirement plans 3
—
1
1
Other comprehensive income (loss) 29
79
132
(44 )

Comprehensive income $ 106
$ 155
$ 361
$ 205

~~The accompanying notes are an integral part of these financial statements (unaudited).~~

~~Table of Contents~~

Statements of Capital (unaudited)

(Dollars and shares in millions)


	Capital Stock - Putable - B1 Activity					Capital Stock - Putable - B2 Membership					Capital Stock					Retained Earnings											Total			Capital Stock - Putable - B1 Activity					Capital Stock - Putable - B2 Membership					Total Capital Stock					Retained Earnings											Total
	Shares		Value			Shares		Value			Shares		Value			Unrestricted			Restricted		Total			AOCI			Total			Shares		Value			Shares		Value			Shares		Value			Unrestricted			Restricted		Total			AOCI			Total
December 31, 2016	12		$	1,160		6		$	551		18		$	1,711		$	2,631		$	389	$	3,020		$	(36	)	$	4,695
December 31, 2017																														12		$	1,241		2		$	202		14		$	1,443		$	2,845		$	452	$	3,297		$	112		$	4,852
Comprehensive income																183			46		229			132			361																		127			32		159			10			169
Proceeds from issuance of capital stock	21		2,162			—		10			21		2,172														2,172			17		1,698			—		11			17		1,709														1,709
Repurchases of capital stock	—		(35		)	(23	)	(2,285		)	(23	)	(2,320		)												(2,320		)	—		—			(13	)	(1,345		)	(13	)	(1,345		)												(1,345		)
Capital stock reclassified to mandatorily redeemable capital stock (liabilities)	—		(3		)	—		(3		)	—		(6		)												(6		)
Capital stock reclassified to mandatorily redeemable capital stock liability																														—		(1		)	—		(1		)	—		(2		)												(2		)
Transfers between classes of capital stock	(19	)	(1,933		)	19		1,933																						(14	)	(1,440		)	14		1,440
Cash dividends - class B1																(28		)			(28		)				(28		)																(27		)			(27		)				(27		)
Class B1 annualized rate																											3.15		%																											3.75		%
Cash dividends - class B2																(2		)			(2		)				(2		)																(1		)			(1		)				(1		)
Class B2 annualized rate																											1.05		%																											1.55		%
Total change in period	2		191			(4	)	(345		)	(2	)	(154		)	153			46		199			132			177			3		257			1		105			4		362			99			32		131			10			503
September 30, 2017	14		$	1,351		2		$	206		16		$	1,557		$	2,784		$	435	$	3,219		$	96		$	4,872
June 30, 2018																														15		$	1,498		3		$	307		18		$	1,805		$	2,944		$	484	$	3,428		$	122		$	5,355

December 31, 2015	13		$	1,313		6		$	637		19		$	1,950		$	2,407		$	323	$	2,730		$	(28	)	$	4,652
December 31, 2016																														12		$	1,160		6		$	551		18		$	1,711		$	2,631		$	389	$	3,020		$	(36	)	$	4,695
Comprehensive income																198			51		249			(44		)	205																		122			30		152			103			255
Proceeds from issuance of capital stock	10		952			—		12			10		964														964			13		1,452			—		10			13		1,462														1,462
Repurchases of capital stock	(6	)	(586		)	(3	)	(392		)	(9	)	(978		)												(978		)	—		(34		)	(16	)	(1,607		)	(16	)	(1,641		)												(1,641		)
Capital stock reclassified to mandatorily redeemable capital stock (liabilities)	(3	)	(295		)	—		(5		)	(3	)	(300		)												(300		)
Capital stock reclassified to mandatorily redeemable capital stock liability																														—		(3		)	—		(3		)	—		(6		)												(6		)
Transfers between classes of capital stock	(3	)	(321		)	3		321																						(13	)	(1,339		)	13		1,339
Cash dividends - class B1																(25		)			(25		)				(25		)																(17		)			(17		)				(17		)
Class B1 annualized rate																											2.73		%																											3.08		%
Cash dividends - class B2																(3		)			(3		)				(3		)																(2		)			(2		)				(2		)
Class B2 annualized rate																											0.60		%																											0.95		%
Total change in period	(2	)	(250		)	—		(64		)	(2	)	(314		)	170			51		221			(44		)	(137		)	—		76			(3	)	(261		)	(3	)	(185		)	103			30		133			103			51
September 30, 2016	11		$	1,063		6		$	573		17		$	1,636		$	2,577		$	374	$	2,951		$	(72	)	$	4,515
June 30, 2017																														12		$	1,236		3		$	290		15		$	1,526		$	2,734		$	419	$	3,153		$	67		$	4,746

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

Table of Contents

^{Federal Home Loan Bank of Chicago}

Condensed Statements of Cash Flows (unaudited)

(Dollars in millions)


	Nine months ended September 30,	2017				2016				Six months ended June 30,	2018				2017
Operating	Net cash provided by (used in) operating activities	$	337			$	184			Net cash provided by (used in) operating activities	$	235			$	225
Investing	Net change interest bearing deposits	(100		)		—				Net change interest bearing deposits	—				(100		)
	Net change Federal Funds sold	(5,774		)		(2,105		)		Net change Federal Funds sold	(2,609		)		(3,608		)
	Net change securities purchased under agreements to resell	(1,450		)		375				Net change securities purchased under agreements to resell	(2,000		)		50
	Trading securities -									Trading securities -
	Sales	801				2,158				Sales	200				801
	Proceeds from maturities and paydowns	205				108				Proceeds from maturities and paydowns	4				2
	Purchases	(200		)		(2,156		)		Purchases	(2,559		)		—
	Available-for-sale securities -									Available-for-sale securities -
	Proceeds from maturities and paydowns	1,307				1,777				Proceeds from maturities and paydowns	1,420				828
	Purchases	(5		)		(2		)		Purchases	(129		)		—
	Held-to-maturity securities -									Held-to-maturity securities -
	Short-term held-to-maturity securities, net	570			^a	543			^a	Short-term held-to-maturity securities, net	65			^a	90			^a
	Proceeds from maturities and paydowns	816				740				Proceeds from maturities and paydowns	389				553
	Purchases	(27		)		(30		)		Purchases	(15		)		(17		)
	Advances -									Advances -
	Principal collected	543,511				548,381				Principal collected	674,825				359,395
	Issued	(548,590		)		(554,570		)		Issued	(681,320		)		(361,153		)
	MPF Loans held in portfolio -									MPF Loans held in portfolio -
	Principal collected	761				867				Principal collected	396				511
	Purchases	(821		)		(759		)		Purchases	(988		)		(513		)
	Other investing activities	20				27				Other investing activities	8				14
	Net cash provided by (used in) investing activities	(8,976		)		(4,646		)		Net cash provided by (used in) investing activities	(12,313		)		(3,147		)
Financing	Net change deposits	104				(26		)		Net change deposits	66				62
	Discount notes -									Discount notes -
	Net proceeds from issuance	1,080,879				438,057				Net proceeds from issuance	1,011,104				725,466
	Payments for maturing and retiring	(1,071,386		)		(440,500		)		Payments for maturing and retiring	(1,009,303		)		(723,480		)
	Consolidated obligation bonds -									Consolidated obligation bonds -
	Net proceeds from issuance	13,947				24,439				Net proceeds from issuance	23,685				10,579
	Payments for maturing and retiring	(15,024		)		(16,943		)		Payments for maturing and retiring	(13,812		)		(9,670		)
	Payments for retirement of subordinated notes	—				(944		)		Capital stock -
	Capital stock -									Proceeds from issuance	1,709				1,462
	Proceeds from issuance	2,172				964				Repurchases	(1,345		)		(1,641		)
	Repurchases	(2,320		)		(978		)		Cash dividends paid	(28		)		(19		)
	Cash dividends paid	(30		)		(28		)		Other financing activities	(11		)		(20		)
	Other financing activities	(22		)		(47		)		Net cash provided by (used in) financing activities	12,065				2,739
	Net cash provided by (used in) financing activities	8,320				3,994				Net increase (decrease) in cash and due from banks	(13		)		(183		)
	Net increase (decrease) in cash and due from banks	(319		)		(468		)		Cash and due from banks at beginning of period	42				351
	Cash and due from banks at beginning of period	351				499				Cash and due from banks at end of period	$	29			$	168
	Cash and due from banks at end of period	$	32			$	31


^a	Short-term assets and liabilities may be presented on a net basis provided that the original maturity of the asset or liability is three months or less from the date of origination or the date of purchase.

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

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 1 – Background and Basis of Presentation

The Federal Home Loan Bank of Chicago is a federally chartered corporation and one of 11 Federal Home Loan Banks (the FHLBs) that, with the Office of Finance, comprise the Federal Home Loan Bank System (the System). The FHLBs are government-sponsored enterprises (GSE) of the United States of America and were organized under the Federal Home Loan Bank Act of 1932, as amended (FHLB Act), in order to improve the availability of funds to support home ownership. We are supervised and regulated by the Federal Housing Finance Agency (FHFA), an independent federal agency in the executive branch of the United States (U.S.) government.

Each FHLB is a member-owned cooperative with members from a specifically defined geographic district. Our defined geographic district is Illinois and Wisconsin. All federally-insured depository institutions, insurance companies engaged in residential housing finance, credit unions and community development financial institutions located in our district are eligible to apply for membership with us. All our members are required to purchase our capital stock as a condition of membership. Our capital stock is not publicly traded, and is issued, repurchased or redeemed at par value, $100 per share, subject to certain statutory and regulatory limits. As a cooperative, we do business with our members, and former members (under limited circumstances). Specifically, we provide credit principally in the form of secured loans called advances. We also provide liquidity for home mortgage loans to members approved as Participating Financial Institutions (PFIs) through the Mortgage Partnership Finance^®(MPF^®) Program.

Our accounting and financial reporting policies conform to generally accepted accounting principles in the United States of America (GAAP). Amounts in prior periods may be reclassified to conform to the current presentation and, if material, are disclosed in the following notes.

In the opinion of management, all normal recurring adjustments have been included for a fair statement of this interim financial information. These unaudited financial statements and the following footnotes should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, ~~2016,~~2017, included in our Annual Report on Form 10-K ~~(2016~~(2017 Form 10-K) starting on page F-1, as filed with the Securities and Exchange Commission (SEC).

Unless otherwise specified, references to we, us, our, and the Bank are to the Federal Home Loan Bank of Chicago.

“Mortgage Partnership Finance”, “MPF”, “MPF Xtra”, and "Community First" are registered trademarks of the Federal Home Loan Bank of Chicago.

See the Glossary of Terms starting on page 6359 for the definitions of certain terms used herein.

Use of Estimates and Assumptions

We are required to make estimates and assumptions when preparing our financial statements in accordance with GAAP. The most significant of these estimates and assumptions applies to fair value measurements and allowance for credit losses. Our actual results may differ from the results reported in our financial statements due to such estimates and assumptions. This includes the reported amounts of assets and liabilities, the reported amounts of income and expense, and the disclosure of contingent assets and liabilities.

Basis of Presentation

The basis of presentation pertaining to the consolidation of our variable interest entities has not ~~significantly~~ changed since we filed our ~~2016~~2017 Form 10-K. The basis of presentation pertaining to our gross versus net presentation of financial instruments also has not ~~significantly~~ changed since we filed our ~~2016~~2017 Form 10-K with one exception. Specifically, there was a change in our basis of presentation for our cleared derivative transactions with clearinghouses classified as a Derivatives Clearing Organization (DCO) through a Futures Commission Merchant (FCM), a clearing member of the DCO. Prior to 2017, our accounting presented derivative assets and liabilities of our cleared derivative transactions on a net basis, inclusive of initial and variation margin, and accrued interest receivable/payable and cash collateral. Due to rule changes adopted by our DCOs that characterize the treatment of variation margin payments as settlement of a derivative’s mark-to-market exposure and not as collateral against the derivative’s mark-to-market exposure, we now account for our variation margin payments as settlements to our derivative assets and derivative liabilities. The amendments to the DCOs’ rules have no effect on how we present initial margin, which we include in the carrying amount of our derivative assets or derivative liabilities.10-K.

Refer to Note 1- Background and Basis of Presentation to the financial statements in our ~~2016~~2017 Form 10-K with respect to our basis of presentation for consolidation of variable interest entities and our gross versus net presentation of financial instruments for further details.

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 2 – Summary of Significant Accounting Policies

Our Summary of Significant Accounting Policies through December 31, ~~2016,~~2017, can be found in Note 2 – Summary of Significant Accounting Policies to the financial statements in our ~~2016~~2017 Form 10-K. We adopted the following policies ~~year to date in 2017:~~effective January 1, 2018:

~~Accounting for Variation Margin Payments~~

Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01)

~~Effective in January~~We are required to recognize the portion of ~~2017 we began accounting for variation margin payments made~~instrument-specific credit risk attributable to ~~or received by~~ the ~~DCOs through our FCMs as settlements to our cleared derivative assets and derivative liabilities. See~~ ~~Note 1 - Background and Basis for Presentation~~ ~~for further details. This~~total change in ~~accounting~~fair value of our consolidated obligations that are carried at fair value in our statements of comprehensive income. We measure such instrument-specific credit risk based on our nonperformance risk, which includes our nonperformance risk and the credit risk associated with the joint and several liability of other FHLBs. The new guidance did not have ~~any~~an effect on our financial condition, results of operations, and cash flows at the ~~accounting~~time of our existing hedge relationships. Specifically, the change in accounting would not require us to discontinue existing hedge relationships or preclude us from using the short-cut method of hedge accounting provided no additional changes are made by the DCOs that would preclude the use of the short-cut method of hedge accounting. The International Swaps and Derivatives Association (ISDA) issued a confirmation letter confirming the SEC staff’s non-objection to the conclusions reached by ISDA related to the accounting implications of the DCO rule changes regarding the characterization of the variation margin payments as daily settlements and the continued application of existing hedge accounting relationships, including the use of the short-cut method of hedge accounting.adoption.

~~Contingent Put and Call Options in Debt Instruments~~

Revenue from Contracts with Customers (ASU 2014-09)

In March of 2016, the FASB issued new guidance clarifying the requirements for assessing whether a contingent call (put) option embedded in a debt instrument is clearly and closely related to that debt instrument, which is referred to the "host contract" for purposes of this assessment. Specifically, we are no longer required to consider the event triggering the acceleration of an embedded contingent call (put) option when assessing whether it is clearly and closely related to the debt instrument or host contract. We adopted the new guidance effective January 1, 2017. The ~~new~~revenue recognition guidance did not have any effect on our financial condition, results of operations, or cash flows at the time of adoption. This is because the majority of our financial instruments and other contractual rights that generate revenue are covered by other GAAP, and therefore, were scoped out of this new guidance. Further, our prior method of recognizing service fee revenue was consistent with this new guidance. As a result, no cumulative effect adjustment to our opening balance of retained earnings in 2018 was required under the modified retrospective method.

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07)

We are required to classify the service cost component of our net periodic pension and postretirement benefit costs as compensation costs. All other components of our net periodic pension and postretirement benefit costs are required to be classified as Noninterest expense - Other. Previously, our total net periodic pension and postretirement costs were classified as compensation costs. We made this classification change on a prospective rather than retrospective basis due to materiality. This classification guidance did not have a significant effect on our financial condition, results of operations, and cash flows.

Classification of Certain Cash Receipts and Cash Payments in the Statement of Cash Flows (ASU 2016-15)

We classify and disclose interest expense on zero coupon discount notes within operating activities, which is consistent with our prior and current classification practice. As a result, this guidance did have any effect on our financial condition, results of operations, and cash flows at the time of adoption.

109

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 3 – Recently Issued but Not Yet Adopted Accounting Standards

Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12)

In August of 2017, the FASB ~~amended~~issued targeted improvements to existing derivatives and hedging guidance. ~~The amended~~We will adopt this guidance ~~may be adopted immediately in any interim period or~~as of January 1, ~~2019 as required.~~2019. We are in the process of ~~assessing~~determining the ~~anticipated~~expected effect of ~~the new~~this guidance on ~~the Bank.~~our financial condition, results of operations, and cash flows. Outlined below are the significant changes to existing GAAP guidance that ~~are relevant to the Bank.~~may have an effect on us.

~~Enables the Bank~~

Newly Permitted Hedging Strategies:

Permits us to enter into a cash flow ~~hedges of a variable-rate instrument indexed to a non-benchmark rate.~~

~~Enables the Bank to measure the change in fair value~~hedge of the ~~hedged item~~variability in cash flows in a financial instrument that has a contractually specified interest rate.

Permits us to hedge the benchmark risk component of cash flows in a fair value hedge on the basis of the benchmark rate component of the contractual coupon cash flows determined at hedge inception, rather than on the full contractual coupon cash flows as required under existing GAAP.hedge.

~~Requires both the effective and ineffective portion of~~Permits us to enter into a hedging relationship to be presented in either interest income or interest expense, whichever is appropriate. This means that the ineffective portion of a hedging relationships will no longer be presented in derivatives and hedging activities.

~~Requires the entire rather than the effective portion of the change in~~partial-term fair value ~~of the hedging instrument in a cash flow~~ hedge to be recorded in Accumulated Other Comprehensive Income (AOCI). Upon recognition, the amounts in AOCI are reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item.

Permits us to enter into last-of-layer fair value hedges.

~~Enables hedge effectiveness to be qualitatively assessed subsequent to hedge inception in cases where initial quantitative testing is required.~~

Assessment of Hedge Effectiveness:

Permits ~~the application~~qualitative assessment of hedge effectiveness.

Enables applying the long-haul method of assessing hedge effectiveness in cases where the shortcut method was initially applied but ~~was~~subsequently is not or no longer is ~~appropriate, provided that the Bank documented at hedge inception which long-haul methodology it will use.~~appropriate.

Financial Statement Presentation:

Requires ~~recognizing~~the entire change in fair value of the hedging instrument in a ~~cumulative-effect adjustment at the date of adoption for~~ cash flow ~~hedges related~~hedge to ~~eliminating the separate measurement~~be recorded and deferred in AOCI until reclassification to our statements of ~~ineffectiveness. Specifically, a cumulative-effect adjustment~~income would be ~~made~~required.

Requires hedge ineffectiveness to be presented in either interest income or interest expense, whichever is appropriate rather than in derivatives and hedging activities in our statements of income.


•	The presentation and disclosure guidance will be prospectively adopted.

Transition:

Prior reporting periods are not restated.

Requires recognition of cumulative effect adjustment to AOCI with a corresponding adjustment to the opening balance of retained earnings related to ineffectiveness recognized in prior reporting periods attributable to open cash flow hedges as of January 1, 2019.

Permits us to modify the ~~beginning~~risk hedged under the existing fair value hedges of interest rate risk with the ~~fiscal year that~~risk under newly permitted hedging strategies as of January 1, 2019. Such an ~~entity adopts these amendments. The amended presentation and disclosure guidance~~election will require an adjustment to the opening balance of retained earnings.

We are permitted to reclassify a debt security from held-to-maturity to available-for-sale if the debt security is ~~required only prospectively.~~

~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~

~~In March of 2017, the FASB amended existing GAAP to require the service cost component of our net periodic pension and postretirement benefit costs~~eligible to be classified as compensation costs. The other components of our net periodic pension and postretirement benefit costs are required to be classified as Noninterest expense - Other operating expenses on a retrospective basis effective January 1, 2018. Currently, our total net periodic pension and postretirement costs are classified as compensation costs. We do not expecthedged under the ~~classification guidance of this GAAP amendment will have a significant effect on our financial condition, results of operations, and cash flows.~~

~~Classification of Certain Cash Receipts and Cash Payments in the Statement of Cash Flows~~

In August of 2016, the FASB issued statement of cash flows classification guidance governing certain cash receipts and cash payments. The new guidance becomes effective January 1, 2018 and will be applied retrospectively for each period our statements of cash flows are presented at the time of adoption. The new guidance is not expected to have any effect on our financial condition, results of operations, and cash flows since our existing practice is consistent with the provisions that are applicable to us. The provisions applicable to us are outlined below.

~~We classify cash payments related to prepaying or extinguishing our consolidated obligations as financing activities in our statements of cash flows.~~

We classify the cash payments attributable to interest expense paid at the maturity of our discount notes, which have a zero coupon rate, as operating activities in our statements of cash flows and in our supplemental disclosure of interest expense paid.last-of-the layer method.

1110

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Measurement of Credit Losses on Financial Instruments (ASU 2016-13)

In June of 2016, the FASB amended existing GAAP guidance applicable to measuring credit losses on financial instruments. ~~The amendments~~This guidance takes effect January 1, 2020. We are ~~expected to result in recognizing credit losses~~ in the process of reviewing the expected effect of this guidance on our financial ~~statements on a timelier basis by utilizing forward looking information. Key provisions~~condition, results of operations, and cash flows. Specifically, the ~~amendments relevant to us are outlined below.~~

~~Replaces~~amendment replaces the “incurred loss” impairment methodology applied under current GAAP with ~~an “expected~~a “currently expected credit losses” or CECL methodology.

The expected credit losses methodology requires us to estimate all credit losses on financial instruments carried on an amortized cost basis and off-balance-sheet credit exposures over their contractual term. On balance sheet financial instruments include, but are not limited to, advances, MPF Loans held in portfolio, and Held-to-maturity (HTM) securities. Off-balance-sheet credit exposure refers to unfunded credit exposures, such as standby letters of credit.

The measurement of ~~expected credit losses~~CECL is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial instrument’s reported amount. Upon adoption, any difference between our existing and CECL allowance for credit losses will be recognized as a cumulative-effect adjustment to the opening balance of our retained earnings as of January 1, 2020.

In addition, the accounting for securities is amended as follows:

Aligns the income statement recognition of credit losses for securities with the reporting period in which changes in collectability occur by recording credit losses (and subsequent reversals) through an allowance rather than a write-down as currently required under GAAP.

Requires recognition of a credit loss on available-for-sale (AFS) securities into the income statement if the present value of cash flows expected to be collected on the security is less than its amortized cost basis. Additionally, the allowance on AFS debt securities will be limited to the amount by which fair value is less than the amortized cost basis.

Expands upon the current credit quality disclosures by requiring further disaggregation of financial instruments by their year of origination. This disclosure is expected to help financial statement users better understand credit quality trends of asset portfolios.

The amendments become effective January 1, 2020, with early adoption permitted effective January 1, 2019. We plan to implement the expected credit loss methodology through a cumulative-effect adjustment to our beginning retained earnings as of the first reporting period in which the new guidance becomes effective for us. The cumulative effect adjustment will equal the amount required to adjust our existing allowance for credit losses for our on balance-sheet financial instruments and other liabilities for our off-balance sheet financial instruments to the amounts determined under the expected credit losses methodology. A prospective transition approach is required for debt securities. Accordingly, any OTTI write-downs on securities ~~in which an other-than-temporary-impairment (OTTI) impairment had been recognized before our effective date. The accounting implications of such an approach are outlined below:~~

~~Write-downs~~ recognized prior to ~~our effective date on securities~~January 1, 2020 may not be reversed at the time of our adoption.

Improvements in expected cash flows ~~subsequent to adoption~~ for ~~such~~these securities will continue to be accounted for as yield adjustments over their remaining life.

~~Recoveries of amounts previously written off prior to the date of adoption~~ Additionally, recoveries for these securities will be recorded in earnings only when received.

~~We are in the process of reviewing the expected effect of this guidance on our financial condition, results of operations, and cash flows.~~

Leases (ASU 2016-02)

In February of 2016, the FASB issued ~~new~~lease accounting guidance ~~pertaining~~that becomes effective January 1, 2019. Upon adoption, we are required to ~~lease accounting.~~apply the guidance to the beginning of our earliest statement of condition presented or December 31, 2018. The ~~new~~ guidance requires us to recognize and measure our operating leases and right-to-use assets, if any, with terms that exceed 12 months in our statements of ~~condition if their term exceeds 12 months. Currently, we recognize~~condition. Expenses attributable to our ~~operating~~ leases ~~off-balance sheet. The new guidance becomes effective January 1, 2019. A modified retrospective transition approach is required~~will continue to be ~~applied to leases existing at, or entered into after, January 1, 2018.~~included in noninterest expense - operating expenses in our statements of income. We do not expect the new guidance to have a significant effect on our financial condition, results of operations, and cash flows since our existing off-balance sheet operating leases are not material.

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

~~Recognition and Measurement of Financial Assets and Financial Liabilities~~

In January of 2016, the FASB issued new guidance governing recognition and measurement of financial assets and financial liabilities. The new guidance becomes effective January 1, 2018. We do not expect the new guidance to have a significant effect on our financial condition, results of operations, and cash flows. The key provisions applicable to us are as follows:

~~The ability to elect the fair value option will continue to be permitted.~~

The portion of instrument-specific credit risk attributable to the total change in fair value of our consolidated obligations that are carried at fair value under the fair value option should be recognized in other comprehensive income. We will measure such instrument-specific credit risk based on our nonperformance risk. Specifically, our nonperformance risk includes our own credit risk and the credit risk associated with the joint and several liability of other FHLBs. We do not expect this requirement will have a material effect on our financial condition, results of operations, and cash flows.

The requirement to separately present financial assets and financial liabilities by measurement category, such as amortized cost, and form, such as securities or loans, on our statements of condition or the accompanying notes to the financial statements.

~~Revenue from Contracts with Customers~~

In May of 2014, the FASB issued new guidance governing revenue recognition from contracts with customers. Subsequently the FASB issued several other related pronouncements that provide additional revenue recognition guidance and clarifications to the original guidance issued in 2014. The new guidance becomes effective January 1, 2018. We do not expect the new revenue recognition guidance will have any effect on our financial condition, results of operations, or cash flows at the time of adoption. This is because the majority of our financial instruments and other contractual rights that generate revenue are covered by other GAAP, and therefore, are scoped out of this new guidance. Further, we believe that our current method of recognition of our service fee revenue, which is insignificant, is already consistent with this new guidance. In the event of an adjustment, if any, we would apply the modified retrospective method.

~~Table of Contents~~

~~Notes to Financial Statements - (Unaudited)~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

Note 4 – Interest Income and Interest Expense

The following table presents interest income and interest expense for the periods indicated:


	Three months ended September 30,					Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2017			2016		2017		2016		2018		2017		2018		2017
Interest income -

Trading	$	1		$	2	$	3	$	7	$	9	$	1	$	15	$	2

Available-for-sale interest income	106			109		321		334		107		107		211		215
Available-for-sale prepayment fees	9			7		20		33		13		7		20		11
Available-for-sale	115			116		341		367		120		114		231		226

Held-to-maturity	47			56		148		171		43		48		89		101

Investment securities	163			174		492		545		172		163		335		329

Advances	157			74		386		211		285		130		499		229

MPF Loans held in portfolio	53			53		160		165		60		53		115		107
Federal funds sold and securities purchased under agreements to resell	34			7		74		16		54		25		98		40
Other	4			1		9		7		6		2		10		5

Interest income	411			309		1,121		944		577		373		1,057		710

Interest expense -

Consolidated obligations -
Discount notes	148			95		363		272		205		119		388		215
Bonds	136			99		394		299		233		133		402		258

Subordinated notes	—			—		—		24
Other	4			2		11		5		7		4		11		7

Interest expense	288			196		768		600		445		256		801		480

Net interest income	123			113		353		344		132		117		$	256	$	230
Provision for (reversal of) credit losses	(1		)	—		—		—		—		1		—		1
Net interest income after provision for (reversal of) credit losses	$	124		$	113	$	353	$	344	$	132	$	116	$	256	$	229

1412

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 5 – Investment Securities

We classify securities as either trading, held-to-maturity (HTM), or available-for-sale (AFS). Our security disclosures within these classifications are disaggregated by major security types as shown below. Our major security types are based on the nature and risks of the security.

U.S. Government & other government related may consist of the sovereign debt of the United States; debt issued by government sponsored enterprises (GSE); debt issued by the Tennessee Valley Authority; and ~~non-mortgage-backed~~ securities ofguaranteed by the Small Business ~~Administration and Tennessee Valley Authority.~~Administration.

Federal Family Education Loan Program - ~~asset backed~~asset-backed securities (FFELP ABS).

GSE residential mortgage-backed securities (MBS) issued by Fannie Mae and Freddie Mac.

Government guaranteed MBS.

Private label residential MBS.

State or local housing agency obligations.

Pledged Collateral

We disclose the amount of investment securities pledged as collateral pertaining to our derivatives activity on our statements of condition. ~~Also see~~See Note 9 - Derivatives and Hedging Activities for further details.

Trading Securities

The following table presents the fair value of our trading securities. Our unrealized gains or losses on trading securities still held on our statement of condition as of the end of the reporting period were not material.


As of	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
U.S. Government & other government related	$	201	$	1,005	$	2,574	$	202
Residential MBS:
Residential MBS
GSE	34		39		27		30
Government guaranteed	1		1		1		1
Trading securities	$	236	$	1,045	$	2,602	$	233

1513

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Amortized Cost Basis and Fair Value – Available-for-Sale Securities (AFS)


	Amortized Cost Basis		Gross Unrealized Gains in AOCI		Gross Unrealized (Losses) in AOCI			Carrying Amount and Fair Value		Amortized Cost Basis		Gross Unrealized Gains in AOCI		Gross Unrealized (Losses) in AOCI			Carrying Amount and Fair Value
As of September 30, 2017
As of June 30, 2018
U.S. Government & other government related	$	266	$	13	$	—		$	279	$	229	$	9	$	—		$	238
State or local housing agency	20		—		—			20		18		—		—			18
FFELP ABS	4,087		235		(7		)	4,315		3,788		230		—			4,018
Residential MBS:
Residential MBS
GSE	7,615		178		(3		)	7,790		6,556		53		(3		)	6,606
Government guaranteed	1,048		28		—			1,076		824		17		—			841
Private label	42		10		—			52		38		9		—			47
Available-for-sale securities	$	13,078	$	464	$	(10	)	$	13,532	$	11,453	$	318	$	(3	)	$	11,768

As of December 31, 2016
As of December 31, 2017
U.S. Government & other government related	$	322	$	15	$	(1	)	$	336	$	256	$	15	$	—		$	271
State or local housing agency	19		—		—			19		21		—		—			21
FFELP ABS	4,431		165		(24		)	4,572		3,987		234		(7		)	4,214
Residential MBS:
Residential MBS
GSE	8,291		266		(2		)	8,555		7,275		132		(1		)	7,406
Government guaranteed	1,346		34		—			1,380		971		24		—			995
Private label	50		6		—			56		40		10		—			50
Available-for-sale securities	$	14,459	$	486	$	(27	)	$	14,918	$	12,550	$	415	$	(8	)	$	12,957

We had no gains or losses, or sales of AFS securities for the periods presented.

1614

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Amortized Cost Basis, Carrying Amount, and Fair Value - Held-to-Maturity Securities (HTM)


	Amortized Cost Basis		Non-credit OTTI Recognized in AOCI (Loss)			Carrying Amount		Gross Unrecognized Holding Gains		Gross Unrecognized Holding (Losses)			Fair Value		Amortized Cost Basis		Non-credit OTTI Recognized in AOCI (Loss)			Carrying Amount		Gross Unrecognized Holding Gains		Gross Unrecognized Holding (Losses)			Fair Value
As of September 30, 2017
As of June 30, 2018
U.S. Government & other government related	$	976	$	—		$	976	$	33	$	(1	)	$	1,008	$	1,406	$	—		$	1,406	$	15	$	(2	)	$	1,419
State or local housing agency	10		—			10		—		—			10		8		—			8		—		—			8
Residential MBS:
Residential MBS
GSE	1,590		—			1,590		79		—			1,669		1,385		—			1,385		36		—			1,421
Government guaranteed	633		—			633		8		—			641		479		—			479		3		—			482
Private label	711		(152		)	559		297		—			856		583		(128		)	455		265		—			720
Held-to-maturity securities	$	3,920	$	(152	)	$	3,768	$	417	$	(1	)	$	4,184	$	3,861	$	(128	)	$	3,733	$	319	$	(2	)	$	4,050

As of December 31, 2016
As of December 31, 2017
U.S. Government & other government related	$	1,733	$	—		$	1,733	$	42	$	(1	)	$	1,774	$	1,531	$	—		$	1,531	$	29	$	(1	)	$	1,559
State or local housing agency	13		—			13		—		—			13		9		—			9		—		—			9
Residential MBS:
Residential MBS
GSE	1,856		—			1,856		100		—			1,956		1,513		—			1,513		62		—			1,575
Government guaranteed	791		—			791		10		—			801		585		—			585		6		—			591
Private label	856		(177		)	679		294		(1		)	972		662		(143		)	519		285		—			804
Held-to-maturity securities	$	5,249	$	(177	)	$	5,072	$	446	$	(2	)	$	5,516	$	4,300	$	(143	)	$	4,157	$	382	$	(1	)	$	4,538

We had no gains or losses from the sales of HTM securities for the periods presented.

Contractual Maturity Terms

The maturity of our ~~non-MBS~~ AFS and HTM investments is detailed in the following table.


	Available-for-Sale				Held-to-Maturity				Available-for-Sale				Held-to-Maturity
As of September 30, 2017	Amortized Cost Basis		Carrying Amount and Fair Value		Carrying Amount		Fair Value
As of June 30, 2018									Amortized Cost Basis		Carrying Amount and Fair Value		Carrying Amount		Fair Value
Year of Maturity -
Due in one year or less	$	2	$	2	$	87	$	87	$	21	$	21	$	610	$	609
Due after one year through five years	30		31		178		183		2		2		157		159
Due after five years through ten years	39		41		117		117		51		52		127		127
Due after ten years	215		225		604		631		173		181		520		532
ABS and MBS without a single maturity date	12,792		13,233		2,782		3,166		11,206		11,512		2,319		2,623
Total securities	$	13,078	$	13,532	$	3,768	$	4,184	$	11,453	$	11,768	$	3,733	$	4,050

1715

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Aging of Unrealized Temporary Losses

The following table presents unrealized temporary losses on our AFS and HTM portfolio for periods less than 12 months and for 12 months or more. We recognized no OTTI charges on these unrealized loss positions. Refer to the Other-Than-Temporary Impairment Analysis section below for further discussion. In the tables below, in cases where the gross unrealized losses for an investment category are less than $1 million, the losses are not reported.


	Less than 12 Months				12 Months or More					Total					Less than 12 Months					12 Months or More					Total
	Fair Value		Gross Unrealized (Losses)		Fair Value		Gross Unrealized (Losses)			Fair Value		Gross Unrealized (Losses)			Fair Value		Gross Unrealized (Losses)			Fair Value		Gross Unrealized (Losses)			Fair Value		Gross Unrealized (Losses)
Available-for-Sale Securities
As of September 30, 2017
State or local housing agency	$	5	$	—	$	—	$	—		$	5	$	—
FFELP ABS	—		—		661		(7		)	661		(7		)
Residential MBS:
GSE	89		—		809		(3		)	898		(3		)
Government guaranteed	1		—		—		—			1		—
Private label	—		—		7		—			7		—
Available-for-sale securities	$	95	$	—	$	1,477	$	(10	)	$	1,572	$	(10	)
As of December 31, 2016
As of June 30, 2018
U.S. Government & other government related	$	—	$	—	$	47	$	(1	)	$	47	$	(1	)	$	3	$	—		$	—	$	—		$	3	$	—
State or local housing agency	7		—		—		—			7		—			9		—			—		—			9		—
FFELP ABS	—		—		753		(24		)	753		(24		)	—		—			615		—			615		—
Residential MBS:
Residential MBS
GSE	—		—		991		(2		)	991		(2		)	266		(1		)	798		(2		)	1,064		(3		)
Government guaranteed	—		—		23		—			23		—
Private label															—		—			6		—			6		—
Available-for-sale securities															$	278	$	(1	)	$	1,419	$	(2	)	$	1,697	$	(3	)
As of December 31, 2017
U.S. Government & other government related															$	3	$	—		$	—	$	—		$	3	$	—
State or local housing agency															4		—			—		—			4		—
FFELP ABS															—		—			644		(7		)	644		(7		)
Residential MBS
GSE															51		—			801		(1		)	852		(1		)
Private label	—		—		8		—			8		—			—		—			7		—			7		—
Available-for-sale securities	$	7	$	—	$	1,822	$	(27	)	$	1,829	$	(27	)	$	58	$	—		$	1,452	$	(8	)	$	1,510	$	(8	)

Held-to-Maturity Securities
As of September 30, 2017
As of June 30, 2018
U.S. Government & other government related	$	7	$	—	$	16	$	(1	)	$	23	$	(1	)	$	101	$	—		$	23	$	(2	)	$	124	$	(2	)
Residential MBS:
State or local housing agency															2		—			—		—			2		—
Residential MBS
Government-guaranteed															179		—			—		—			179		—
Private label															—		—			686		(128		)	686		(128		)
Held-to-maturity securities															$	282	$	—		$	709	$	(130	)	$	991	$	(130	)
As of December 31, 2017
U.S. Government & other government related															$	594	$	—		$	24	$	(1	)	$	618	$	(1	)
State or local housing agency															2		—			—		—			2		—
Residential MBS
GSE	—		—		2		—			2		—			—		—			2		—			2		—
Private label	—		—		824		(152		)	824		(152		)	—		—			769		(143		)	769		(143		)
Held-to-maturity securities	$	7	$	—	$	842	$	(153	)	$	849	$	(153	)	$	596	$	—		$	795	$	(144	)	$	1,391	$	(144	)
As of December 31, 2016
U.S. Government & other government related	$	26	$	—	$	17	$	(1	)	$	43	$	(1	)
State or local housing agency	—		—		1		—			1		—
Residential MBS:
GSE	—		—		4		—			4		—
Government guaranteed	117		—		—		—			117		—
Private label	—		—		934		(178		)	934		(178		)
Held-to-maturity securities	$	143	$	—	$	956	$	(179	)	$	1,099	$	(179	)

1816

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Other-Than-Temporary Impairment Analysis

We recognized no OTTI charges on HTM or AFS securities for the periods presented. This is because we do not intend to sell these securities, we believe it is more likely than not that we will not be required to sell them prior to recovering their amortized cost basis, and we expect to recover the entire amortized cost basis. For further detail on our accounting policy regarding OTTI please see Note 2 - Summary of Significant Accounting Policies to the financial statements in our ~~2016~~2017 Form 10-K.

As of ~~September~~June 30, ~~2017,~~2018, we had a base case short-term housing price forecast for all markets with projected changes ranging from ~~-6.0%~~-8.0% to +13.0% over the twelve month period beginning ~~July~~April 1, ~~2017.~~2018. For the vast majority of markets, the short-term forecast has changes ranging from ~~+1.0%~~+2.0% to ~~+6.0%~~+7.0%.

The following table presents the changes in the cumulative amount of previously recorded OTTI credit losses on investment securities recognized into earnings for the reporting periods indicated.



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Beginning Balance	$	468		$	508		$	477		$	520
Reductions:
Increases in cash flows expected to be collected and recognized into interest income	(9		)	(9		)	(18		)	(21		)
Ending Balance	$	459		$	499		$	459		$	499

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Beginning Balance $ 499
$ 542
$ 520
$ 568
Reductions:

Increases in expected future cash flows recorded as accretion into interest income (10 ) (11 ) (31 ) (37 )
Ending Balance $ 489
$ 531
$ 489
$ 531

~~Ongoing Litigation~~

On October 15, 2010, we instituted litigation relating to 64 private label MBS bonds we purchased in an aggregate original principal amount of $4.29 billion. As of September 30, 2017, the remaining litigation covers three private label MBS bonds in the aggregate original principal amount of $65 million.

1917

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 6 – Advances

We offer a wide range of fixed- and variable-rate advance products with different maturities, interest rates, payment characteristics and optionality.

The following table presents our advances by terms of contractual maturity. Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay advances with or without penalties.


As of September 30, 2017	Amount		Weighted Average Contractual Interest Rate
As of June 30, 2018						Amount		Weighted Average Contractual Interest Rate
Due in one year or less	$	24,820	1.18	%		$	23,376	1.98	%
One to two years	3,969		1.29	%		3,002		2.08	%
Two to three years	1,646		1.71	%		1,895		2.13	%
Three to four years	1,905		1.60	%		2,108		2.08	%
Four to five years	1,716		1.80	%		5,481		2.31	%
More than five years	15,988		1.42	%	^a	18,653		2.11	%
Par value	$	50,044	1.32	%		$	54,515	2.07	%


^a	The weighted average interest rate is relatively low when compared to other categories due to a majority of advances in this category consisting of variable rate advances which reset periodically at market prevailing interest rates.

We have no allowance for credit losses on our advances. See Note 8 - Allowance for Credit Losses to the financial statements for further information related to our credit risk on advances.

The following table reconciles the par value of our advances to the carrying amount on our statements of condition as of the dates indicated.


As of	September 30, 2017		December 31, 2016		June 30, 2018			December 31, 2017
Par value	$	50,044	$	44,965	$	54,515		$	48,020
Fair value hedging adjustments	105		98		(31		)	69
Other adjustments	4		4		(16		)	(4		)
Advances	$	50,153	$	45,067	$	54,468		$	48,085

The following advance borrowers exceeded 10% of our advances outstanding:


As of September 30, 2017	Par Value			% of Total Outstanding
As of June 30, 2018						Par Value			% of Total Outstanding
One Mortgage Partners Corp.	$	11,000	^a	22.0	%	$	11,000	^a	20.2	%
BMO Harris Bank, National Association	7,375			14.7	%
The Northern Trust Company	6,000			12.0	%	7,600			13.9	%
BMO Harris Bank, NA						6,975			12.8	%


^a	One Mortgage Partners Corp. is a subsidiary of JPMorgan Chase Bank NA.

2018

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 7 – MPF Loans Held in Portfolio

We acquire MPF Loans from PFIs to hold in our portfolio and historically purchased participations in pools of eligible mortgage loans from other FHLBs (MPF Banks). MPF Loans that are held in portfolio are fixed-rate conventional and Government Loans secured by one-to-four family residential properties with maturities ranging from 5 years to 30 years or participations in pools of similar eligible mortgage loans from other MPF Banks.

The following table presents information on MPF Loans held in portfolio by contractual maturity at the time of purchase.


As of	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Medium term (15 years or less)	$	292		$	417		$	307		$	285
Long term (greater than 15 years)	4,662			4,489			5,391			4,835
Unpaid principal balance	4,954			4,906			5,698			5,120
Net premiums, credit enhancement and deferred loan fees	49			38			69			55
Fair value hedging adjustments	23			26			13			20
MPF Loans held in portfolio, before allowance for credit losses	5,026			4,970			5,780			5,195
Allowance for credit losses on MPF Loans	(2		)	(3		)	(1		)	(2		)
MPF Loans held in portfolio, net	$	5,024		$	4,967		$	5,779		$	5,193

Conventional mortgage loans	$	3,946		$	3,818		$	4,748		$	4,133
Government Loans	1,008			1,088			950			987
Unpaid principal balance	$	4,954		$	4,906		$	5,698		$	5,120

The above table excludes MPF Loans acquired under the MPF Xtra, MPF Direct, and MPF Government MBS products. We concurrently sell MPF Xtra and MPF Direct loans to third party investors. MPF Government MBS loans are held for a short time period, during which they are reflected as Other Assets held at fair valueSee Note 2 - Summary of Significant Accounting Policies in our ~~Statements~~2017 Form 10-K for information related to the accounting treatment of ~~Condition, until such loans are securitized.~~

these off balance sheet MPF Loan products.

See Note 8 - Allowance for Credit Losses to the financial statements for information related to our credit losses on MPF Loans held in portfolio.

2119

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 8 – Allowance for Credit Losses

See Note 2 - Summary of Significant Accounting Policies to the financial statements in our ~~2016~~2017 Form 10-K for further details regarding our allowance for credit losses methodology for each of the portfolio segments discussed below.

We have identified our portfolio segments as shown below:

Member credit products (advances, letters of credit and other extensions of credit to borrowers);

Conventional MPF Loans held in portfolio;

Government Loans held in portfolio; and

Federal Funds Sold and Securities Purchased Under Agreements to Resell.

Member Credit Products

We have not recorded any allowance for credit losses for our member credit products portfolio segment based upon our credit analysis and the repayment history on member credit products. We had no member credit products that were past due, on nonaccrual status, involved in a troubled debt restructuring or otherwise considered impaired. We have not recorded a separate liability to reflect credit losses on our member credit products with off-balance sheet credit exposure.

Conventional MPF Loans Held in Portfolio

For further detail of our MPF Risk Sharing Structure see page ~~F-15~~F-16 in our ~~2016~~2017 Form 10-K. There has been no material activity in our allowance for credit losses since December 31, ~~2016.~~2017. The following table presents the recorded investment and the allowance for credit losses in conventional MPF Loans by impairment methodology.


As of	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Recorded investment in conventional MPF Loans -
Recorded investment -
Individually evaluated for impairment	$	53	$	74	$	40	$	49
Collectively evaluated for impairment	3,971		3,812		4,800		4,167
Recorded investment	$	4,024	$	3,886	$	4,840	$	4,216

Allowance for credit losses on conventional MPF Loans -
Homogeneous pools of loans collectively evaluated for impairment	$	2	$	3
Allowance for credit losses -
Collectively evaluated for impairment					$	1	$	2

Government Loans Held in Portfolio

Servicers are responsible for absorbing any losses incurred on Government Loans held in portfolio that are not recovered from the government insurer or guarantor. We did not establish an allowance for credit losses on our Government Loans held in portfolio for the reporting periods presented based on our assessment that our servicers have the ability to absorb such losses. Further, Government Loans were not placed on nonaccrual status or disclosed as troubled debt restructurings for the same reason.

2220

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Credit Quality Indicators - MPF Loans Held in Portfolio

The following table summarizes our recorded investment in MPF Loans by our key credit quality indicators, which include:

"Serious delinquency rate" consists of MPF Loans that are 90 days or more past due or in the process of foreclosure, as a percentage of the total recorded investment. MPF Loans that are both 90 days or more past due and in the process of foreclosure are only included once in our serious delinquency rate calculation.

"Past due 90 days or more still accruing interest" consists of MPF Loans that are either insured or guaranteed by the government or conventional mortgage loans that are well secured (by collateral that have a realizable value sufficient to discharge the debt or by the guarantee or insurance, such as primary mortgage insurance, of a financially responsible party) and in the process of collection.

September 30, 2017 December 31, 2016
As of Conventional Government Total Conventional Government Total
Past due 30-59 days $ 71
$ 49
$ 120
$ 83
$ 57
$ 140

Past due 60-89 days 19
14
33
26
17
43

Past due 90 days or more 50
21
71
69
23
92

Past due 140
84
224
178

97
275

Current 3,884
944
4,828
3,708
1,013
4,721

Recorded investment $ 4,024
$ 1,028
$ 5,052
$ 3,886

$ 1,110
$ 4,996

In process of foreclosure $ 25
$ 7
$ 32
$ 35
$ 7
$ 42

Serious delinquency rate 1.27 % 2.00 % 1.41 % 1.82 % 2.07 % 1.88 %
Past due 90 days or more and still accruing interest $ 6
$ 20
$ 26
$ 8
$ 23
$ 31

On nonaccrual status $ 53
$ —
$ 53
$ 74
$ —
$ 74

~~Individually Evaluated Impaired MPF Loans~~

The following table summarizes the recorded investment, unpaid principal balance, and related allowance for credit losses attributable to individually evaluated impaired conventional MPF Loans. Conventional MPF Loans are individually evaluated for impairment when they are adversely classified. There is no allowance for credit losses attributable to conventional MPF Loans that are individually evaluated for impairment, since the related allowance for credit losses have been charged off.

As of September 30, 2017 December 31, 2016
Recorded investment without an allowance for credit losses $ 53
$ 74
Unpaid principal balance without an allowance for credit losses 57
80

We do not recognize interest income on impaired ~~loans.~~conventional MPF Loans.



	June 30, 2018									December 31, 2017
As of	Conventional			Government			Total			Conventional			Government			Total
Past due 30-59 days	$	63		$	40		$	103		$	74		$	48		$	122
Past due 60-89 days	13			12			25			21			16			37
Past due 90 days or more	39			19			58			48			21			69
Past due	115			71			186			143			85			228
Current	4,725			899			5,624			4,073			921			4,994
Recorded investment	$	4,840		$	970		$	5,810		$	4,216		$	1,006		$	5,222
In process of foreclosure	$	17		$	6		$	23		$	21		$	7		$	28
Serious delinquency rate	0.83		%	1.94		%	1.01		%	1.16		%	2.11		%	1.34		%
Past due 90 days or more and still accruing interest	$	6		$	19		$	25		$	8		$	21		$	29
Impaired loans without an allowance for credit losses and on nonaccrual status	40			—			40			49			—			49
Unpaid principal balance of impaired loans without an allowance for credit losses	43			—			43			53			—			53

Term Federal Funds Sold and Term Securities Purchased Under Agreements to Resell

We only held overnight Federal Funds sold and Securities Purchased Under Agreements to Resell as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016.~~2017. We did not have any longer term Federal Funds sold and Securities Purchased Under Agreements to Resell arrangements. We did not establish an allowance for credit losses for our overnight Federal Funds sold since all Federal Funds sold were repaid according to their contractual terms. We also did not establish an allowance for credit losses for overnight securities purchased under agreements to resell since all payments due under the contractual terms have been received and we hold sufficient underlying collateral.

2321

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 9 – Derivatives and Hedging Activities

~~See~~Refer to Note 2 - Summary of Significant Accounting Policies in our ~~2016~~2017 Form 10-K for our accounting policies for derivatives.

We transact most of our derivatives with large banks and major broker-dealers. Some of these banks and broker-dealers or their affiliates buy, sell, and distribute consolidated obligations. We are not a derivatives dealer and do not trade derivatives for speculative purposes. We enter into derivative transactions through either of the following:

A bilateral agreement with an individual counterparty for over-the-counter derivative transactions.

Clearinghouses classified as ~~DCOs~~Derivatives Clearing Organizations (DCOs) through ~~FCMs,~~Futures Commission Merchants (FCMs), which are clearing members of the DCOs, for cleared derivative transactions.

Managing Interest Rate Risk

We use fair value hedges to offset changes in the fair value or a benchmark interest rate (e.g., LIBOR) related to (1) a recognized asset or liability or (2) an unrecognized firm commitment. We use cash flow hedges to offset an exposure to variability in expected future cash flows associated with an existing recognized asset or liability or a forecasted transaction. We use economic hedges in cases where hedge accounting treatment is not permitted or achievable; for example, hedges of portfolio interest rate risk or financial instruments carried at fair value under the fair value option.

Managing Credit Risk on Derivative Agreements

Over-the-counter (bilateral) Derivative Transactions: We are subject to credit risk due to the risk of nonperformance by counterparties to our derivative agreements. For bilateral derivative agreements, the degree of counterparty risk depends on the extent to which master netting arrangements, collateral requirements and other credit enhancements are included in such contracts to mitigate the risk. We manage counterparty credit risk through credit analysis, collateral requirements and adherence to the requirements set forth in our policies and FHFA regulations. We require collateral agreements on all over-the-counter derivatives. Additionally, collateral related to over-the-counter derivatives with member institutions includes collateral assigned to us, as evidenced by a written security agreement, and which may be held by the member institution for our benefit. Based on credit analyses and collateral requirements, we do not anticipate any credit losses on our over-the-counter derivative agreements. See Note ~~13 - Fair Value~~ ~~to the financial statements in this Form 10-Q and~~ ~~Note~~ 16 - Fair Value in our ~~2016~~2017 Form 10-K for discussion regarding our fair value methodology for over-the-counter derivative assets and liabilities, including an evaluation of the potential for the fair value of these instruments to be affected by counterparty credit risk.

For ~~most~~nearly all of our bilateral derivative transactions executed prior to March 1, 2017, and for all transactions entered into after March 1, 2017, our bilateral derivative agreements are fully collateralized with a zero unsecured threshold in accordance with variation margin requirements issued by the U.S. federal bank regulatory agencies and the ~~CFTC, as discussed in the Legislative and Regulatory Developments in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2015. Certain of our bilateral derivative agreements~~Commodity Futures Trading Commission (CFTC). For certain transactions executed prior to March 1, 2017, we may ~~contain provisions that require us~~be required to post net additional collateral with our counterparties ~~for transactions executed prior to March 1, 2017,~~ if there is deterioration in our credit rating. If our credit rating had been lowered from its current rating to the next lower rating by a major credit rating agency, such as Standard and Poor's or Moody’s, the amount of collateral we would have been required to deliver would not have been material at ~~September~~June 30, ~~2017.~~2018.

Cleared Derivative Transactions: Cleared derivative transactions are subject to variation and initial margin requirements established by the DCO and its clearing members. As a result of rule changes adopted by our DCOs, variation margin payments are characterized as settlement of a derivative’s mark-to-market exposure and not as collateral against the derivative’s mark-to-market exposure. See Note 1 - Background and Basis of Presentation and Note 2 - Summary of Significant Accounting Policies to the financial statements in this Form 10-Q and our 2017 Form 10-K for further discussion. We post our initial margin collateral payments and make variation margin settlement payments through our FCMs, on behalf of the DCO, which could expose us to institutional credit risk in the event that the FCMs or the DCO fail to meet their obligations. Clearing derivatives through a DCO mitigates counterparty credit risk exposure because the DCO is substituted for individual counterparties and variation margin settlement payments are made daily through the FCMs for changes in the value of cleared derivatives. The DCO determines initial margin requirements for cleared derivatives. In this regard, we pledged ~~$71~~$74 million of investment securities that can be sold or repledged, as part of our initial margin related to cleared derivative transactions at ~~September~~June 30, ~~2017.~~2018. Additionally, an FCM may require additional initial margin to be posted based on credit considerations, including but not limited to, if our credit rating downgrades. We had no requirement to post additional initial margin by our FCMs at ~~September~~June 30, ~~2017.~~2018.

2422

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

The following table presents details on the notional amounts, and cleared and bilateral derivative assets and liabilities on our statements of condition. ~~Effective in January of 2017,~~To conform with our current presentation method, we ~~began treating daily~~reclassified variation margin ~~on our~~for cleared derivatives as ~~cash settlements instead~~ of ~~as cash collateral.~~December 31, 2017, in the amounts of $16 million on our derivative assets and $168 million on our derivative liabilities, to the appropriate interest rate contracts line items.


	September 30, 2017										December 31, 2016										June 30, 2018								December 31, 2017
As of	Notional Amount		Derivative Assets				Derivative Liabilities				Notional Amount		Derivative Assets				Derivative Liabilities				Notional Amount		Derivative Assets			Derivative Liabilities			Notional Amount		Derivative Assets			Derivative Liabilities
Derivatives in hedge accounting relationships-
Interest rate contracts	$	26,057	$	39			$	664			$	25,999	$	40			$	898			$	29,848	$	43		$	347		$	26,655	$	25		$	367
Derivatives not in hedge accounting relationships-
Interest rate contracts	22,276		327				194				29,313		432				260				23,674		102			77			20,506		199			122
Other	1,113		1				2				892		2				3				987		1			1			810		1			1
Derivatives not in hedge accounting relationships	23,389		328				196				30,205		434				263				24,661		103			78			21,316		200			123
Variation margin daily settlements on cleared derivatives			(10		)		(200		)
Gross derivative amount before netting adjustments and cash collateral	$	49,446	357				660				$	56,204	474				1,161				$	54,509	146			425			$	47,971	225			490
Netting adjustments and cash collateral			(354		)	^a	(632		)	^a			(468		)	^a	(1,118		)	^a			(141		)	(406		)			(222		)	(470		)
Derivatives on statements of condition			$	3			$	28					$	6			$	43					$	5		$	19				$	3		$	20
Cash collateral received on derivative assets																							$	25							$	35
Cash collateral posted on derivative liabilities																										$	290							$	284


^a	~~Cash collateral posted was $313 million and $689 million at September 30, 2017, and December 31, 2016, and cash collateral received was $35 million and $40 million.~~

The following table presents the noninterest income on derivatives and hedging activities as presented in the statements of income. The amounts attributable to fair value and cash flow hedges represent hedge ineffectiveness.


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
For the periods ending	2017			2016			2017			2016			2018			2017			2018			2017
Fair value hedges - interest rate contracts	$	(3	)	$	5		$	(3	)	$	(7	)	$	(2	)	$	(2	)	$	—		$	—
Cash flow hedges - interest rate contracts	1			—			2			4			—			—			1			1
Economic hedges -
Interest rate contracts	2			(1		)	3			(5		)	6			1			(1		)	1
Other	—			3			3			1			(2		)	3			(1		)	3
Economic hedges	2			2			6			(4		)	4			4			(2		)	4
Variation margin on daily settled cleared derivatives	—			—			1			—			1			1			1			1
Noninterest income on derivatives and hedging activities	$	—		$	7		$	6		$	(7	)	$	3		$	3		$	—		$	6

2523

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

The following table presents details regarding the offsetting of our derivative assets and liabilities on our statements of condition. ~~Effective in January of 2017, we began treating daily variation margin on our cleared derivatives as cash settlements instead of as cash collateral.~~


	Derivative Assets									Derivative Liabilities									Derivative Assets									Derivative Liabilities
	Bilateral			Cleared			Total			Bilateral			Cleared			Total			Bilateral			Cleared			Total			Bilateral			Cleared			Total
As of September 30, 2017
As of June 30, 2018
Derivatives with legal right of offset -
Gross recognized amount	$	272		$	84		$	356		$	568		$	90		$	658		$	135		$	10		$	145		$	405		$	19		$	424
Netting adjustments and cash collateral	(270		)	(84		)	(354		)	(548		)	(84		)	(632		)	(131		)	(10		)	(141		)	(396		)	(10		)	(406		)
Derivatives with legal right of offset - net	2			—			2			20			6			26			4			—			4			9			9			18
Derivatives without legal right of offset	1			—			1			2			—			2			1			—			1			1			—			1
Derivatives on statements of condition	3			—			3			22			6			28			5			—			5			10			9			19
Less:
Noncash collateral received and cannot be sold or repledged	—						—			—			6			6
Noncash collateral pledged and cannot be sold or repledged				(1		)	(1		)
Noncash collateral received or pledged and cannot be sold or repledged																			—			—			—			—			9			9
Net amount	$	3		$	1		$	4		$	22		$	—		$	22		$	5		$	—		$	5		$	10		$	—		$	10

As of December 31, 2016
As of December 31, 2017
Derivatives with legal right of offset -
Gross recognized amount	$	339		$	133		$	472		$	820		$	339		$	1,159		$	216		$	8		$	224		$	476		$	13		$	489
Netting adjustments and cash collateral	(335		)	(133		)	(468		)	(788		)	(330		)	(1,118		)	(214		)	(8		)	(222		)	(463		)	(7		)	(470		)
Derivatives with legal right of offset - net	4			—			4			32			9			41			2			—			2			13			6			19
Derivatives without legal right of offset	2			—			2			2			—			2			1			—			1			1			—			1
Derivatives on statements of condition	6			—			6			34			9			43			3			—			3			14			6			20
Less:
Noncash collateral received and cannot be sold or repledged	—						—			—			9			9
Cash collateral for initial margin				(1		)	(1		)
Noncash collateral pledged and cannot be sold or repledged				(2		)	(2		)
Noncash collateral received or pledged and cannot be sold or repledged																			—			(1		)	(1		)	—			6			6
Net amount	$	6		$	3		$	9		$	34		$	—		$	34		$	3		$	1		$	4		$	14		$	—		$	14

At ~~September~~June 30, ~~2017,~~2018, we had $64 million of additional credit exposure on cleared derivatives due to pledging of noncash collateral to our DCOs for initial margin, which exceeded our derivative ~~liability~~ position. We had ~~$86~~$60 million of comparable exposure at December 31, ~~2016.~~2017.

2624

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Fair Value Hedges

The following table presents our fair value hedging results by the type of hedged item. We had no gain (loss) for hedges that no longer qualified as a fair value hedge. Additionally, the table indicates where fair value hedging results are classified in our statements of income. In this regard, the Amount Recorded in Net Interest Income column includes the following:

The amortization of closed fair value hedging adjustments, which are included in the interest income/expense line item of the respective hedged item type.

The effect of net interest settlements attributable to open derivative hedging instruments, which are recorded directly to the interest income/expense line item of the respective hedged item type.


	On Derivative			On Hedged Item			Total Ineffectiveness-Noninterest Income-Derivatives and Hedging Activities			Amount Recorded in Net Interest Income			Gain (Loss) on Hedging Instrument			Gain (Loss) on Hedged Item			Total Ineffectiveness Recognized in Derivatives and Hedging Activities			Amount Recorded in Net Interest Income
Three months ended September 30, 2017
Three months ended June 30, 2018
Available-for-sale securities	$	23		$	(26	)	$	(3	)	$	(21	)	$	12		$	(14	)	$	(2	)	$	(12	)
Advances	9			(9		)	—			(8		)	23			(19		)	4			5
MPF Loans held for portfolio	—			—			—			(2		)	—			—			—			(1		)
Consolidated obligation bonds	(4		)	4			—			7			(25		)	21			(4		)	(14		)
Total	$	28		$	(31	)	$	(3	)	$	(24	)	$	10		$	(12	)	$	(2	)	$	(22	)
Three months ended September 30, 2016
Three months ended June 30, 2017
Available-for-sale securities	$	51		$	(50	)	$	1		$	(31	)	$	10		$	(12	)	$	(2	)	$	(25	)
Advances	35			(34		)	1			(17		)	(27		)	28			1			(8		)
MPF Loans held for portfolio	—			—			—			(2		)	—			—			—			(1		)
Consolidated obligation bonds	(34		)	37			3			12			50			(51		)	(1		)	9
Total	$	52		$	(47	)	$	5		$	(38	)	$	33		$	(35	)	$	(2	)	$	(25	)
Nine months ended September 30, 2017
Six months ended June 30, 2018
Available-for-sale securities	$	58		$	(64	)	$	(6	)	$	(70	)	$	49		$	(51	)	$	(2	)	$	(30	)
Advances	(6		)	9			3			(27		)	107			(101		)	6			3
MPF Loans held for portfolio	—			—			—			(5		)	—			—			—			(2		)
Consolidated obligation bonds	55			(55		)	—			29			(149		)	145			(4		)	(16		)
Total	$	107		$	(110	)	$	(3	)	$	(73	)	$	7		$	(7	)	$	—		$	(45	)
Nine months ended September 30, 2016
Six months ended June 30, 2017
Available-for-sale securities	$	(4	)	$	—		$	(4	)	$	(93	)	$	35		$	(38	)	$	(3	)	$	(49	)
Advances	(143		)	143			—			(57		)	(15		)	18			3			(19		)
MPF Loans held for portfolio	—			—			—			(7		)	—			—			—			(3		)
Consolidated obligation bonds	42			(45		)	(3		)	51			59			(59		)	—			22
Total	$	(105	)	$	98		$	(7	)	$	(106	)	$	79		$	(79	)	$	—		$	(49	)

2725

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Cash Flow Hedges

We are exposed to the variability in the total net proceeds received from forecasted zero-coupon discount note issuances, which is attributable to changes in the benchmark interest rate, London Interbank Offering Rate ("LIBOR"). As a result, we enter into cash flow hedge relationships utilizing derivative agreements to hedge the total net proceeds received from our "rolling" forecasted zero-coupon discount note issuances attributable to changes in LIBOR. The maximum length of time over which we are hedging this exposure is 2 years. We reclassify amounts in AOCI into our statements of income in the same periods during which the hedged forecasted transaction affects our earnings. We had no discontinued ~~hedges.~~hedges for the periods presented. The deferred net gains (losses) on derivative instruments in AOCI that are expected to be reclassified to earnings during the next twelve months were ~~$(2) million~~not material as of ~~September~~June 30, ~~2017. The maximum length of time over which we are hedging our exposure to the variability in future cash flows for forecasted transactions is 3 years.~~2018.

The following table presents our cash flow hedging results by type of hedged item. Additionally, the table indicates where cash flow hedging results are classified in our statements of income. In this regard, the Amount Recorded in Net Interest Income column includes the following:

The amortization of closed cash flow hedging adjustments, which are reclassified from AOCI into the interest income/expense line item of the respective hedged item type.

The effect of net interest settlements attributable to open derivative hedging instruments, which are recorded directly to the interest income/expense line item of the respective hedged item type.


	Ineffective Portion-Noninterest Income-Derivatives and Hedging Activities		Effective Portion Recorded in AOCI		Amount Recorded in Net Interest Income			Ineffectiveness Recorded in Derivatives and Hedging Activities		Effective Portion Recorded in AOCI		Amount Recorded in Net Interest Income
Three months ended September 30, 2017
Advances	$	—	$	—	$	1
Discount notes	1		44		(40		)
Total	$	1	$	44	$	(39	)

Three months ended September 30, 2016
Advances	$	—	$	—	$	1
Discount notes	—		84		(49		)
Total	$	—	$	84	$	(48	)

Nine months ended September 30, 2017
Three months ended June 30, 2018
Advances	$	—	$	—	$	7		$	—	$	—	$	1
Discount notes	2		117		(128		)	—		29		(29		)
Bonds	—		—		(2		)	—		—		(1		)
Total	$	2	$	117	$	(123	)	$	—	$	29	$	(29	)

Nine months ended September 30, 2016
Three months ended June 30, 2017
Advances	$	—	$	—	$	7		$	—	$	—	$	4
Discount notes	4		46		(147		)	—		27		(43		)
Bonds	—		—		(2		)	—		—		(1		)
Total	$	4	$	46	$	(142	)	$	—	$	27	$	(40	)

Six months ended June 30, 2018
Advances								$	—	$	—	$	1
Discount notes								$	1	$	88	$	(64	)
Bonds								—		—		(1		)
Total								$	1	$	88	$	(64	)

Six months ended June 30, 2017
Advances								$	—	$	—	$	6
Discount notes								1		73		(88		)
Bonds								—		—		(2		)
Total								$	1	$	73	$	(84	)

2826

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 10 – Consolidated Obligations

The FHLBs issue consolidated obligations through the Office of Finance as their agent. Consolidated obligations consist of discount notes and consolidated obligation bonds. Consolidated discount notes are issued to raise short-term funds, are issued at less than their face amount and redeemed at par value when they mature. The maturity of consolidated obligation bonds may range from less than one year to over 20 years, but they are not subject to any statutory or regulatory limits on maturity.

The following table presents our consolidated obligation discount notes for which we are the primary obligor. All are due in one year or less.


As of	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Carrying Amount	$	45,460		$	35,949		$	43,007		$	41,191
Weighted Average Interest Rate	0.94		%	0.46		%	1.79		%	1.23		%

The following table presents our consolidated obligation bonds, for which we are the primary obligor, including callable bonds that are redeemable in whole, or in part, at our discretion on predetermined call dates.


As of September 30, 2017	Contractual Maturity		Weighted Average Interest Rate		By Maturity or Next Call Date
As of June 30, 2018							Contractual Maturity		Weighted Average Interest Rate		By Maturity or Next Call Date
Due in one year or less	$	15,886	1.19	%	$	26,692	$	26,347	1.75	%	$	37,758
One to two years	7,581		1.23	%	6,420		6,112		1.75	%	5,388
Two to three years	2,543		1.27	%	1,642		4,230		2.03	%	2,247
Three to four years	2,995		1.97	%	450		3,464		1.84	%	450
Four to five years	3,178		2.04	%	286		3,155		2.77	%	992
Thereafter	3,876		2.96	%	569		3,912		2.89	%	385
Total par value	$	36,059	1.53	%	$	36,059	$	47,220	1.94	%	$	47,220

The following table presents consolidated obligation bonds outstanding by call feature:


As of	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Noncallable	$	22,327		$	22,356		$	33,963		$	23,644
Callable	13,732			14,778			13,257			13,703
Par value	36,059			37,134			47,220			37,347
Fair value hedging adjustments	(165		)	(229		)	(354		)	(214		)
Other adjustments	(4		)	(2		)	(12		)	(12		)
Consolidated obligation bonds	$	35,890		$	36,903		$	46,854		$	37,121

The following table summarizes the consolidated obligations of the FHLBs and those for which we are the primary obligor. We did not accrue a liability for our joint and several liability related to the other FHLBs’ share of the consolidated obligations as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016.~~2017. See Note 17 - Commitments and Contingencies ~~to the financial statements~~ in our ~~2016~~2017 Form 10-K for further details.


	September 30, 2017									December 31, 2016									June 30, 2018									December 31, 2017
Par values as of	Bonds			Discount Notes			Total			Bonds			Discount Notes			Total			Bonds			Discount Notes			Total			Bonds			Discount Notes			Total
FHLB System total consolidated obligations	$	620,807		$	407,903		$	1,028,710		$	579,189		$	410,122		$	989,311		$	646,112		$	413,747		$	1,059,859		$	642,211		$	392,049		$	1,034,260
FHLB Chicago as primary obligor	36,059			45,499			81,558			37,134			35,969			73,103			47,220			43,055			90,275			37,347			41,235			78,582
As a percent of the FHLB System	6		%	11		%	8		%	6		%	9		%	7		%	7		%	10		%	9		%	6		%	11		%	8		%

2927

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 11 – Capital and Mandatorily Redeemable Capital Stock (MRCS)

Under our Capital Plan our stock consists of two sub-classes of stock, Class B1 activity stock and Class B2 membership stock (together, Class B stock), both with a par value of $100 and redeemable on five years' written notice, subject to certain conditions. Under the Capital Plan, each member is required to own capital stock in an amount equal to the greater of a membership stock requirement or an activity stock requirement. Class B1 activity stock is available to support a member's activity stock requirement. Class B2 membership stock is available to support a member's membership stock requirement and any activity stock requirement.

See Note 13 – Capital and Mandatorily Redeemable Capital Stock (MRCS) to the financial statements in our 2017 Form 10-K for further information on our capital stock and MRCS.

Minimum Capital Requirements

For details on our minimum capital requirements, including how the ratios below were calculated, see Minimum Capital Requirements on page ~~F-43~~F-44 of our ~~2016~~2017 Form 10-K. We complied with our minimum regulatory capital requirements as shown below.


	September 30, 2017						December 31, 2016						June 30, 2018						December 31, 2017
	Requirement			Actual			Requirement			Actual			Requirement			Actual			Requirement			Actual
Risk-based capital	$	1,055		$	5,084		$	1,088		$	5,032		$	1,195		$	5,547		$	1,075		$	5,051
Total regulatory capital	$	3,500		$	5,084		$	3,148		$	5,032		$	3,869		$	5,547		$	3,374		$	5,051
Total regulatory capital ratio	4.00		%	5.81		%	4.00		%	6.40		%	4.00		%	5.73		%	4.00		%	5.99		%
Leverage capital	$	4,374		$	7,626		$	3,935		$	7,549		$	4,837		$	8,320		$	4,218		$	7,577
Leverage capital ratio	5.00		%	8.72		%	5.00		%	9.59		%	5.00		%	8.60		%	5.00		%	8.98		%

Total regulatory capital and leverage capital includes mandatorily redeemable capital stock (MRCS) but does not include AOCI. Under the FHFA regulation on capital classifications and critical capital levels for the FHLBs, we are adequately capitalized.

The following members ~~exceeded~~had regulatory capital stock exceeding 10% of our total regulatory capital stock outstanding (which includes MRCS):


As of September 30, 2017	Regulatory Capital Stock Outstanding			% of Total Outstanding		Amount of Which is Classified as a Liability (MRCS)
BMO Harris Bank, National Association	$	307		16.5	%	$	—
As of June 30, 2018								Regulatory Capital Stock Outstanding			% of Total Outstanding		Amount of Which is Classified as a Liability (MRCS)
BMO Harris Bank, NA								$	314		14.8	%	$	—
One Mortgage Partners Corp.	245		^a	13.1	%	245		245		^a	11.6	%	245
The Northern Trust Company	195			10.5	%	—		227			10.7	%	—


^a	One Mortgage Partners Corp. is a subsidiary of JPMorgan Chase Bank NA.

Repurchase of Excess Capital Stock

~~On January 26,~~Beginning in 2017, we began repurchasing all excess Class B2 membership stock on a weekly basis at par value, i.e., at $100 per share. Members may continue to request repurchase of excess stock on any business day in addition to the weekly repurchase. All repurchases of excess stock, including automatic weekly repurchases, will continue until otherwise announced, but remain subject to our regulatory requirements, certain financial and capital thresholds, and prudent business practices. ~~Repurchase of excess capital stock held by members is subject to compliance with financial and capital thresholds, as detailed on page 57 of our 2016 Form 10-K.~~

~~As of~~ ~~September 30, 2017, our regulatory capital stock outstanding was $1.9 billion, a net decrease of $147 million from December 31, 2016, due in part to the automatic weekly repurchases.~~

~~Dividends~~

On October 24, 2017, our Board of Directors declared a 3.30% dividend (annualized) for Class B1 activity stock and a 1.25% dividend (annualized) for Class B2 membership stock based on our preliminary financial results for the third quarter of 2017. This dividend, including dividends on mandatorily redeemable capital stock, totaled $11 million and is scheduled for payment on November 15, 2017.

3028

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 12 - Accumulated Other Comprehensive Income (Loss)

The following table summarizes the gains (losses) in AOCI for the reporting periods indicated.


	Net Unrealized -			Non-credit OTTI -			Net Unrealized - Cash Flow Hedges												Net Unrealized -				Non-credit OTTI -			Net Unrealized - Cash Flow Hedges
	Available-for-sale Securities			Held-to-maturity Securities						Post-Retirement Plans				AOCI				Available-for-sale Securities				Held-to-maturity Securities				Net Unrealized - Cash Flow Hedges			Post-Retirement Plans				AOCI
Three months ended September 30, 2017							Net Unrealized - Cash Flow Hedges
Three months ended June 30, 2018
Beginning balance																			$	358			$	(136	)	$	(89	)		$	(7	)		$	126
Change in the period recorded to the statements of condition, before reclassifications to statements of income																			(43		)		8			29				(1		)		(7		)
Amounts reclassified in period to statements of income:
Net interest income																			—				—			3								3
Ending balance																			$	315			$	(128	)	$	(57	)		$	(8	)		$	122
Three months ended June 30, 2017
Beginning balance																			$	497			$	(168	)	$	(268	)		$	(8	)		$	53
Change in the period recorded to the statements of condition, before reclassifications to statements of income																			(19		)		8			27				—				16
Amounts reclassified in period to statements of income:
Net interest income																			—				—			(2		)						(2		)
Ending balance																			$	478			$	(160	)	$	(243	)		$	(8	)		$	67

Six months ended June 30, 2018
Beginning balance	$	478		$	(160	)	$	(243	)		$	(8	)		$	67			$	407			$	(143	)	$	(147	)		$	(5	)		$	112
Change in the period recorded to the statements of condition, before reclassifications to statements of income	(24		)	8			44				3				31				(92		)		15			88				(3		)		8
Amounts reclassified in period to statements of income:
Net interest income	—			—			(1		)						(1		)		—				—			3								3
Non-interest gain (loss)	—			—			(1		)						(1		)		—				—			(1		)						(1		)
Ending balance	$	454		$	(152	)	$	(201	)		$	(5	)		$	96			$	315			$	(128	)	$	(57	)		$	(8	)		$	122

Three months ended September 30, 2016
Beginning balance	$	558		$	(196	)	$	(508	)		$	(5	)		$	(151	)
Change in the period recorded to the statements of condition, before reclassifications to statements of income	(13		)	9			84				—				80
Amounts reclassified in period to statements of income:
Net interest income	—			—			(1		)						(1		)
Ending balance	$	545		$	(187	)	$	(425	)		$	(5	)		$	(72	)

Nine months ended September 30, 2017
Six months ended June 30, 2017
Beginning balance	$	459		$	(177	)	$	(312	)		$	(6	)		$	(36	)		$	459			$	(177	)	$	(312	)		$	(6	)		$	(36	)
Change in the period recorded to the statements of condition, before reclassifications to statements of income	(5		)	25			117				1				138				19				17			73				(2		)		107
Amounts reclassified in period to statements of income:
Net interest income	—			—			(4		)						(4		)		—				—			(3		)						(3		)
Non-interest gain (loss)	—			—			(2		)						(2		)		—				—			(1		)						(1		)
Ending balance	$	454		$	(152	)	$	(201	)		$	(5	)		$	96			$	478			$	(160	)	$	(243	)		$	(8	)		$	67

Nine months ended September 30, 2016
Beginning balance	$	658		$	(217	)	$	(463	)		$	(6	)		$	(28	)
Change in the period recorded to the statements of condition, before reclassifications to statements of income	(113		)	30			46				1				(36		)
Amounts reclassified in period to statements of income:
Net interest income	—			—			(4		)						(4		)
Non-interest gain (loss)	—			—			(4		)						(4		)
Ending balance	$	545		$	(187	)	$	(425	)		$	(5	)		$	(72	)

3129

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 13 - Fair Value

~~Fair value represents the exit price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. See~~ ~~Note 2 - Summary of Significant Accounting Policies~~ ~~to the financial statements in our 2016 Form 10-K for our fair value measurement policies. For a description of the valuation techniques and significant inputs see~~ ~~Note 16 - Fair Value~~ ~~to the financial statements in our 2016 Form 10-K.~~

The following ~~tables are~~table is a summary of the fair value estimates and related levels in the ~~fair value~~ hierarchy. The carrying amounts are ~~as recorded in~~per the statements of condition. ~~These tables~~Fair value estimates represent the exit prices that we would receive to sell assets or pay to transfer liabilities in an orderly transaction with market participants at the measurement date. They do not represent an estimate of our overall market value as a going concern, as they do not take into account future business opportunities ~~and future net~~or profitability of assets and liabilities. We ~~had no transfers between levels in the fair value hierarchy for the periods shown.~~

~~The following table shows the fair values of financial instruments that are measured at amortized cost~~measure instrument-specific credit risk attributable to our consolidated obligations based on our ~~statements~~nonperformance risk, which includes the credit risk associated with the joint and several liability of ~~condition, unless~~other FHLBs. As a result, we ~~elect the fair value option for such instruments, in which case, such instruments~~did not recognize any instrument-specific credit risk attributable to our consolidated obligations that are measured at fair value on our statements of condition. Financial instruments for which we elected the fair value option are measured at fair value on a recurring basis and are shown on our statements of condition and are also included in the table on the following page, which details instruments carried at fair value. See Note 2 - Summary of Significant Accounting Policies in our 2017 Form 10-K for our fair value onpolicies and Note 16 - Fair Value in our 2017 Form 10-K for our valuation techniques and significant inputs. The netting adjustment amount includes cash collateral (either received or paid by us) and related accrued interest in cases where we have a ~~recurring basis.~~

legal right, by contract (e.g., master netting agreement) or otherwise, to offset cash flow obligations between us and our counterparty into a single net payable or receivable. See Note 9 - Derivatives and Hedging Activities.


							Fair Value Hierarchy								Carrying Amount			Fair Value			Level 1			Level 2			Level 3		Netting & Cash Collateral
	Carrying Amount			Fair Value			Level 1			Level 2			Level 3
September 30, 2017
Financial Assets -
June 30, 2018
Carried at amortized cost
Cash and due from banks	$	32		$	32		$	32		$	—		$	—	$	29		$	29		$	29		$	—		$	—
Interest bearing deposits	750			750			750			—			—		775			775			775			—			—
Federal Funds sold	9,849			9,849			—			9,849			—
Securities purchased under agreements to resell	3,750			3,750			—			3,750			—
Federal Funds sold and securities purchased under agreements to resell															17,170			17,170			—			17,170			—
Held-to-maturity securities	3,768			4,184			—			3,328			856		3,733			4,050			—			3,330			720
Advances	50,153			50,181			—			50,181			—		53,609			53,655			—			53,655			—
MPF Loans held in portfolio, net	5,024			5,191			—			5,171			20		5,773			5,787			—			5,777			10
Financial Liabilities -
Other assets															163			163			—			163			—
Carried at fair value on a recurring basis
Trading securities															2,602			2,602			—			2,602			—
Government related non-MBS, ABS, and MBS															11,721			11,721			—			11,721			—
Private label residential MBS															47			47			—			—			47
Available-for-sale securities															11,768			11,768			—			11,721			47
Advances - fair value option election															859			859			—			859			—
Derivative assets															5			5			—			146			—		$	(141	)
Other assets - fair value option election															111			111			—			111			—
Carried at fair value on a nonrecurring basis
MPF Loans held in portfolio, net															6			6			—			—			6
Other assets															2			2			—			—			2
Total financial assets															96,605			$	96,982		$	804		$	95,534		$	785	$	(141	)
Other non financial assets															126
Total assets															$	96,731
Carried at amortized cost
Deposits	(600		)	(600		)	—			(600		)	—		$	(590	)	$	(590	)	$	—		$	(590	)	$	—
Consolidated obligation discount notes	(45,460		)	(45,459		)	—			(45,459		)	—		(43,007		)	(43,004		)	—			(43,004		)	—
Consolidated obligation bonds	(35,890		)	(36,110		)	—			(36,110		)	—		(42,787		)	(42,809		)	—			(42,809		)	—
Mandatorily redeemable capital stock	(308		)	(308		)	(308		)	—			—		(314		)	(314		)	(314		)	—			—
Other liabilities															(123		)	(123		)	—			(123		)	—
Carried at fair value on a recurring basis
Consolidated obligation bonds - fair value option															(4,067		)	(4,067		)	—			(4,067		)	—
Derivative liabilities															(19		)	(19		)	—			(425		)	—		$	406
Total financial liabilities															(90,907		)	$	(90,926	)	$	(314	)	$	(91,018	)	$	—	$	406
Other non financial liabilities															(469		)
Total liabilities															$	(91,376	)

December 31, 2016
Financial Assets -
Cash and due from banks	$	351		$	351		$	351		$	—		$	—
Interest bearing deposits	650			650			650			—			—
Federal Funds sold	4,075			4,075			—			4,075			—
Securities purchased under agreements to resell	2,300			2,300			—			2,300			—
Held-to-maturity securities	5,072			5,516			—			4,544			972
Advances	45,067			45,065			—			45,065			—
MPF Loans held in portfolio, net	4,967			5,162			—			5,136			26
Financial Liabilities -
Deposits	(496		)	(496		)	—			(496		)	—
Consolidated obligation discount notes	(35,949		)	(35,949		)	—			(35,949		)	—
Consolidated obligation bonds	(36,903		)	(37,149		)	—			(37,149		)	—
Mandatorily redeemable capital stock	(301		)	(301		)	(301		)	—			—

3230

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

The following table presents financial instruments measured at fair value on a recurring basis on our statements of condition. This includes advances, consolidated obligation discount notes and bonds, and mortgage loans held for sale for which we elected the fair value option. The ~~Netting and Cash Collateral~~ ~~adjustment is attributable to our derivative transactions that are presented on a net basis in our statements of condition. See~~ ~~Note 1 - Background and Basis of Presentation,Note 2 - Summary of Significant Accounting Policies~~ ~~and~~ ~~Note 9 - Derivatives and Hedging Activities~~ ~~for further details.~~

Level 2 Level 3 Netting and Cash Collateral Fair Value
September 30, 2017
U.S. Government & other government related non-MBS $ 201
$ —
$ 201
GSE residential MBS 34
—
34
U.S. Governmental-guaranteed residential MBS 1
—
1
Trading securities 236
—
236
U.S. Government & other government related non-MBS 279
—
279
State or local housing agency non-MBS 20
—
20
FFELP ABS 4,315
—
4,315
GSE residential MBS 7,790
—
7,790
U.S. Government guaranteed residential MBS 1,076
—
1,076
Private label residential MBS —
52
52
Available-for-sale securities 13,480
52
13,532
Advances held at fair value 785
—
785
Derivative assets 357
—
$ (354 ) 3
Other assets held at fair value 171
—
171
Financial assets at fair value $ 15,029
$ 52
$ (354 ) $ 14,727
Consolidated obligation discount notes held at fair value $ (872 ) $ —
$ (872 )
Consolidated obligation bonds held at fair value (5,206 ) —
(5,206 )
Derivative liabilities (660 ) —
$ 632
(28 )
Financial liabilities at fair value $ (6,738 ) $ —
$ 632
$ (6,106 )

December 31, 2016
U.S. Government & other government related non-MBS $ 1,005
$ —
$ 1,005
GSE residential MBS 39
—
39
U.S. Governmental-guaranteed residential MBS 1
—
1
Trading securities 1,045

—
1,045
U.S. Government & other government related non-MBS 336
—
336
State or local housing agency non-MBS 19
—
19
FFELP ABS 4,572
—
4,572
GSE residential MBS 8,555
—
8,555
U.S. Government guaranteed residential MBS 1,380
—
1,380
Private label residential MBS —
56
56
Available-for-sale securities 14,862

56
14,918
Advances held at fair value 672
—
672
Derivative assets 474
—
$ (468 ) 6
Other assets held at fair value 44
—
44
Financial assets at fair value $ 17,097

$ 56

$ (468 ) $ 16,685
Consolidated obligation discount notes held at fair value $ (6,368 ) $ —
$ (6,368 )
Consolidated obligation bonds held at fair value (5,443 ) —
(5,443 )
Derivative liabilities (1,161 ) —
$ 1,118
(43 )
Financial liabilities at fair value $ (12,972 )
$ —

$ 1,118
$ (11,854 )



	Carrying Amount			Fair Value			Level 1			Level 2			Level 3		Netting
December 31, 2017
Carried at amortized cost
Cash and due from banks	$	42		$	42		$	42		$	—		$	—
Interest bearing deposits	775			775			775			—			—
Federal Funds sold and securities purchased under agreements to resell	12,561			12,561			—			12,561			—
Held-to-maturity securities	4,157			4,538			—			3,734			804
Advances	47,309			47,336			—			47,336			—
MPF Loans held in portfolio, net	5,186			5,306			—			5,295			11
Other assets	119			119			—			119			—
Carried at fair value on a recurring basis
Trading securities	233			233			—			233			—
Government related non-MBS, ABS, and MBS	12,907			12,907			—			12,907			—
Private label residential MBS	50			50			—			—			50
Available-for-sale securities	12,957			12,957			—			12,907			50
Advances - fair value option election	776			776			—			776			—
Derivative assets	3			3			—			225			—		$	(222	)
Other assets - fair value option election	118			118			—			118			—
Carried at fair value on a nonrecurring basis
MPF Loans held in portfolio, net	7			7			—			—			7
Other assets	3			3			—			—			3
Total financial assets	84,246			$	84,774		$	817		$	83,304		$	875	$	(222	)
Other non financial assets	109
Total assets	$	84,355
Carried at amortized cost
Deposits	(524		)	(524		)	—			(524		)	—
Consolidated obligation discount notes	(40,442		)	(40,437		)	—			(40,437		)	—
Consolidated obligation bonds	(31,861		)	(32,011		)	—			(32,011		)	—
Mandatorily redeemable capital stock	(311		)	(311		)	(311		)	—			—
Other liabilities	(94		)	(94		)	—			(94		)	—
Carried at fair value on a recurring basis
Consolidated obligation discount notes - fair value option	(749		)	(749		)	—			(749		)	—
Consolidated obligation bonds - fair value option	(5,260		)	(5,260		)	—			(5,260		)	—
Derivative liabilities	(20		)	(20		)	—			(490		)	—		470
Total financial liabilities	(79,261		)	$	(79,406	)	$	(311	)	$	(79,565	)	$	—	$	470
Other non financial liabilities	(242		)
Total liabilities	$	(79,503	)

We had no transfers between levels for the periods shown.

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Fair Value Option

We may elect the fair value option for financial instruments, such as advances, MPF Loans held for sale, and consolidated obligation discount notes and bonds, in cases where hedge accounting treatment may not be achieved due to the inability to meet the hedge effectiveness testing criterion. Financial instruments for which we elected the fair value option along with their related fair value are shown on our Statements of Condition. Refer to our Note 2 – Summary of Significant Accounting Policies to the financial statements in our ~~2016~~2017 Form 10-K for further details.

The following table presents the changes in fair values of financial assets and liabilities carried at fair value under the fair value option. These changes were recognized in noninterest income - instruments held under the fair value option in our statements of income.



	Three months ended June 30,					Six months ended June 30,
	2018			2017		2018			2017
Advances	$	(1	)	$	3	$	(10	)	$	3
Consolidated obligation bonds	(7		)	1		(2		)	—
Other assets	(2		)	—		(5		)	(1		)
Noninterest income - Instruments held under fair value option	$	(10	)	$	4	$	(17	)	$	2

The following table reflects the difference between the aggregate unpaid principal balance (UPB) outstanding and the aggregate fair value for our long term financial instruments for which the fair value option has been elected. None of the advances were 90 days or more past due and none were on nonaccrual status.


	September 30, 2017						December 31, 2016						June 30, 2018						December 31, 2017
As of	Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds
Unpaid principal balance	$	788		$	5,210		$	677		$	5,447		$	879		$	4,076		$	786		$	5,270
Fair value over (under) UPB	(3		)	(4		)	(5		)	(4		)	(20		)	(9		)	(10		)	(10		)
Fair value	$	785		$	5,206		$	672		$	5,443		$	859		$	4,067		$	776		$	5,260

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 14 – Commitments and Contingencies

The following table shows our commitments outstanding, which represent off-balance sheet obligations.


	September 30, 2017							December 31, 2016							June 30, 2018							December 31, 2017
As of	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
Unsettled consolidated obligation bonds	$	300	$	—		$	300	$	10	$	—		$	10	$	35	$	—		$	35	$	—	$	—		$	—
Member standby letters of credit	12,497		2,914		^a	15,411		8,459		2,369		^a	10,828		16,568		5,019		^a	21,587		15,703		3,869		^a	19,572
Housing authority standby bond purchase agreements	—		323			323		25		281			306		73		238			311		—		337			337
Advance commitments	1		—			1		15		1			16		523		3			526		151		—			151
MPF delivery commitments	514		—			514		417		—			417		524		—			524		371		—			371
Other	10		—			10		24		—			24		4		—			4		14		—			14
Commitments	$	13,322	$	3,237		$	16,559	$	8,950	$	2,651		$	11,601	$	17,727	$	5,260		$	22,987	$	16,239	$	4,206		$	20,445


^a	Contains ~~$720 million~~$1.0 billion and ~~$486~~$750 million of member standby letters of credit at ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, which were renewable annually.

For a description of defined terms see Note 17 - Commitments and Contingencies to the financial statements in our ~~2016~~2017 Form 10-K.

3433

Table of Contents

^{Federal Home Loan Bank of Chicago}

Notes to Financial Statements - (Unaudited)

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Note 15 – Transactions with Related Parties and Other FHLBs

We define related parties as either members whose officers or directors serve on our Board of Directors, or members that control more than 10% of our total voting interests. We did not have any members that controlled more than 10% of our total voting interests for the periods presented in these financial statements.

In the normal course of business, we may extend credit to or enter into other transactions with a related party. ~~All~~These transactions are done at market terms that are no more favorable than the terms of comparable transactions with other members who are not considered related parties.

Members

The following table summarizes material balances we had with our members who are related parties as defined above (including their affiliates) as of the periods presented. The related impacts to our Statements of Income were not material.


As of	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Assets - Advances	$	141	$	107	$	643	$	165
Liabilities - Deposits	13		8		6		13
Equity - Capital Stock	8		18		27		10

Other FHLBs

From time to time, we may loan to, or borrow from, other FHLBs. ~~All~~These transactions are done at market terms that are no more favorable than the terms of comparable transactions with other counterparties. These transactions are overnight, maturing the following business day. ~~These~~

In addition, we provide programmatic and operational support in our role as the administrator of the MPF Program on behalf of the other MPF Banks for a fee.

Material transactions with other FHLBs, if any, are identified on the face of our Financial Statements.

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

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

Selected Financial Data


As of or for the three months ended	September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Selected statements of condition data
Investments ^a	$	31,885		$	29,461		$	28,547		$	28,060		$	26,853		$	36,048		$	34,818		$	30,683		$	31,885		$	29,461
Advances	50,153			46,844			42,328			45,067			43,117			54,468			50,840			48,085			50,153			46,844
MPF Loans held in portfolio, gross	5,026			4,968			4,943			4,970			4,723
Less: allowance for credit losses	(2		)	(3		)	(3		)	(3		)	(3		)
MPF Loans held in portfolio, net																5,779			5,357			5,193			5,024			4,965
Total assets	87,488			81,779			76,109			78,692			74,983			96,731			91,391			84,355			87,488			81,779
Consolidated obligation discount notes, net	45,460			37,944			32,806			35,949			39,144			43,007			41,483			41,191			45,460			37,944
Consolidated obligation bonds, net	35,890			37,878			37,662			36,903			30,139			46,854			43,516			37,121			35,890			37,878
Mandatorily redeemable capital stock (MRCS) recorded as a liability																314			311			311			308			303
Capital stock	1,557			1,526			1,282			1,711			1,636			1,805			1,579			1,443			1,557			1,526
Retained earnings	3,219			3,153			3,083			3,020			2,951			3,428			3,358			3,297			3,219			3,153
Mandatorily redeemable capital stock (MRCS)	308			303			301			301			302
Total capital	4,872			4,746			4,418			4,695			4,515			5,355			5,063			4,852			4,872			4,746
Other selected data at period end
MPF off-balance sheet loans outstanding - FHLB System ^b	$	18,091		$	17,537		$	17,180		$	16,972		$	16,594
MPF off-balance sheet loans outstanding - FHLBC PFIs ^b	8,395			8,305			8,214			8,196			8,100
FHLB systemwide consolidated obligations (par)	1,028,710			1,011,526			959,280			989,311			967,728
Member standby letters of credit outstanding																$	21,587		$	20,132		$	19,572		$	15,411		$	13,220
MPF Loans par value outstanding - FHLB System ^b																54,572			52,582			51,563			49,970			48,260
MPF Loans par value outstanding - FHLB Chicago PFIs ^b																13,189			12,692			12,484			12,187			11,987
Number of members	717			721			726			728			730			719			719			720			717			721
Total employees (full and part time)	457			457			452			440			443			462			461			460			457			457
Selected statements of income data
Net interest income after provision for credit losses	$	124		$	116		$	113		$	111		$	113		$	132		$	124		$	130		$	124		$	116
Non-interest gain (loss)	5			16			10			15			14			9			—			13			5			16
Non-interest expense	43			44			42			39			42			46			42			45			43			44
Net income	77			79			73			78			76			85			74			88			77			79
Other selected data during the periods
MPF off-balance sheet loan volume funded - FHLB System ^b	$	1,022		$	935		$	726		$	1,215		$	1,354
MPF off-balance sheet loan volume funded - FHLBC PFIs ^b	354			355			278			527			636
MPF Loans par value amounts funded - FHLB System ^b																$	3,555		$	2,494		$	3,280		$	3,474		$	3,088
Number of PFIs funding MPF products - FHLB System ^b																767			720			750			769			776
MPF Loans par value amounts funded - FHLB Chicago PFIs ^b																$	892		$	566		$	729		$	655		$	620
Number of PFIs funding MPF products - FHLB Chicago ^b																184			174			175			175			176
Selected ratios (rates annualized)
Regulatory capital to assets ratio	5.81		%	6.09		%	6.13		%	6.40		%	6.52		%
Total regulatory capital to assets ratio																5.73		%	5.74		%	5.99		%	5.81		%	6.09		%
Market value of equity to book value of equity	107		%	108		%	108		%	108		%	108		%	106		%	107		%	107		%	107		%	108		%
Investments - % of total assets	36		%	36		%	38		%	36		%	36		%
Advances - % of total assets	57		%	57		%	56		%	57		%	58		%
MPF Loans held in portfolio, net - % of total assets	6		%	6		%	6		%	6		%	6		%
Primary mission asset ratio ^c																69.9		%	69.1		%	67.3		%	67.2		%	67.2		%
Dividend rate class B1 activity stock-period paid	3.30		%	3.15		%	3.00		%	2.80		%	2.80		%	4.00		%	3.50		%	3.30		%	3.30		%	3.15		%
Dividend rate class B2 membership stock-period paid	1.25		%	1.05		%	0.85		%	0.60		%	0.60		%	1.60		%	1.50		%	1.25		%	1.25		%	1.05		%
Return on average assets	0.36		%	0.39		%	0.36		%	0.40		%	0.38		%	0.36		%	0.33		%	0.41		%	0.36		%	0.39		%
Return on average equity	6.54		%	6.99		%	6.46		%	6.84		%	6.70		%	6.42		%	5.82		%	7.34		%	6.54		%	6.99		%
Average equity to average assets	5.50		%	5.58		%	5.57		%	5.85		%	5.67		%	5.61		%	5.67		%	5.59		%	5.50		%	5.58		%
Net yield on average interest-earning assets	0.59		%	0.58		%	0.57		%	0.57		%	0.57		%	0.56		%	0.55		%	0.60		%	0.59		%	0.58		%
Return on average Regulatory Capital spread to three month LIBOR index	4.89		%	5.47		%	5.09		%	5.37		%	5.34		%	3.90		%	3.77		%	5.54		%	4.89		%	5.47		%
Cash dividends	$	11		$	9		$	10		$	9		$	9		$	15		$	13		$	10		$	11		$	9
Dividend payout ratio	14		%	11		%	14		%	12		%	12		%	18		%	18		%	11		%	14		%	11		%


^a	~~Investments includes~~Includes investment securities, interest bearing deposits, Federal Funds sold, and securities purchased under agreements to resell.


^b	Includes all MPF ~~off-balance sheet loans include MPF Loans purchased from PFIs under the MPF Xtra, MPF Direct~~products, on and ~~MPF Government MBS products.~~off our balance sheet. See Mortgage Partnership Finance Program ~~beginning~~ on page 78 in our ~~2016~~2017 Form 10-K.

In 2015, the FHFA issued an advisory bulletin that provides guidance relating to how the FHFA will assess each FHLB's core mission achievement by using a ratio of primary mission assets (which includes advances and mortgage loans acquired from members) to consolidated obligations. The primary mission asset ratios presented in this 10-Q are on an annual average year to date basis. See Mission Asset Ratio on page 5 in our 2017 Form 10-K for more information.

3635

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Forward-Looking Information

Statements contained in this report, including statements describing the objectives, projections, estimates, or future predictions of management, may be “forward-looking statements.” These statements may use forward-looking terminology, such as “anticipates,” “believes,” “expects,” “could,” “estimates,” “may,” “should,” “will,” their negatives, or other variations of these terms. We caution that, by their nature, forward-looking statements involve risks and uncertainties related to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed or implied in these forward-looking statements and could affect the extent to which a particular objective, projection, estimate, or prediction is realized. As a result, undue reliance should not be placed on such statements.

These forward-looking statements involve risks and uncertainties including, but not limited to, the following:

changes in the demand by our members for advances, including the impact of the availability of other sources of funding for our members, such as deposits;

limits on our investments;

the impact of new business strategies, including our ability to develop and implement business strategies focused on maintaining net interest income; the impact of our efforts to simplify our balance sheet on our market risk profile and future hedging costs; our ability to execute our business model, implement business process improvements and scale our size to our members' borrowing needs; the extent to which our members use our advances as part of their core financing rather than just as a back-up source of liquidity; and our ability to implement product enhancements and new products and generate enough volume in new products to cover our costs related to developing such products;

the extent to which amendments to our Capital Plan, including our ability to reduce capital stock requirements and continue to offer the Reduced Capitalization Advance Program for certain future advance borrowings, and our ability to continue to pay enhanced dividends on our activity stock, impact borrowing by our members;

our ability to meet required conditions to repurchase and redeem capital stock from our members (including maintaining compliance with our minimum regulatory capital requirements and determining that our financial condition is sound enough to support such repurchases), and the amount and timing of such repurchases or redemptions;

general economic and market conditions, including the timing and volume of market activity, inflation/deflation, unemployment rates, housing prices, the condition of the mortgage and housing markets, increased delinquencies and/or loss rates on mortgages, prolonged or delayed foreclosure processes, and the effects on, among other things, mortgage-backed securities; volatility resulting from the effects of, and changes in, various monetary or fiscal policies and regulations, such as those determined by the Federal Reserve Board and Federal Deposit Insurance Corporation; impacts from various measures to stimulate the economy and help borrowers refinance home ~~mortgages and student loans;~~mortgages; disruptions in the credit and debt markets and the effect on future funding costs, sources, and availability;

volatility of market prices, rates, and indices, or other factors, such as natural disasters, that could affect the value of our investments or collateral; changes in the value or liquidity of collateral securing advances to our members;

changes in the value of and risks associated with our investments in mortgage loans, mortgage-backed securities, and FFELP ABS and the related credit enhancement protections;

changes in our ability or intent to hold mortgage-backed securities to maturity;

changes in mortgage interest rates and prepayment speeds on mortgage assets;

3736

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

membership changes, including the withdrawal of members due to restrictions on our dividends or the loss of members through mergers and consolidations or through regulatory requirements; changes in the financial health of our members, including the resolution of some members; risks related to expanding our membership to include more institutions with regulators and resolution processes with which we have less experience;

increased reliance on short-term funding and changes in investor demand and capacity for consolidated obligations and/or the terms of interest rate derivatives and similar agreements, including changes in the relative attractiveness of consolidated obligations as compared to other investment opportunities; changes in our cost of funds due to concerns over U.S. fiscal policy, and any related rating agency actions impacting FHLB consolidated obligations;

political events, including legislative, regulatory, judicial, or other developments that affect us, our members, our counterparties and/or investors in consolidated obligations, including, among other things, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and related regulations and proposals and legislation related to housing finance and GSE reform; changes by our regulator or changes affecting our regulator and changes in the FHLB Act or applicable regulations as a result of the Housing and Economic Recovery Act of 2008 (Housing Act) or as may otherwise be issued by our ~~regulator, including regulatory changes to FHLB membership requirements proposed by the FHFA;~~regulator; the potential designation of us as a nonbank financial company for supervision by the Federal Reserve;

~~recent~~ regulatory changes to FHLB membership requirements by the FHFA;

the ability of each of the other FHLBs to repay the principal and interest on consolidated obligations for which it is the primary obligor and with respect to which we have joint and several liability;

the pace of technological change and our ability to develop and support technology and information systems, including our ability to protect the security of our information systems and manage any failures, interruptions or breaches in our information systems or technology services provided to us through ~~third-party~~third party vendors;

our ability to attract and retain skilled employees;

the impact of new accounting standards and the application of accounting rules, including the impact of regulatory guidance on our application of such standards and rules;

the impact of the application of auditor independence rules to our independent auditor;

the volatility of reported results due to changes in the fair value of certain assets and liabilities; and

our ability to identify, manage, mitigate, and/or remedy internal control weaknesses and other operational risks.

For a more detailed discussion of the risk factors applicable to us, see Risk Factors in our ~~2016~~2017 Form 10-K on page ~~18.~~16.

These forward-looking statements are representative only as of the date they are made, and we undertake no obligation to update any forward-looking statement as a result of new information, future events, changed circumstances, or any other reason.

3837

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Executive Summary

~~Third~~Second Quarter ~~2017~~2018 Financial Highlights

Advances outstanding increased $6.4 billion to $54.5 billion at June 30, 2018, up from $48.1 billion at December 31, 2017.

MPF Loans held in portfolio increased to $5.8 billion at June 30, 2018, up from $5.2 billion at December 31, 2017, as new MPF Loan purchases continued to moderately outpace paydown and maturity activity due to an increased number of PFIs and the introduction this June of more competitive pricing for low balance MPF Loans.

Total investment securities increased 4% to $18.1 billion at June 30, 2018, up from $17.3 billion at December 31, 2017, as we increased our purchase of Treasury securities and MBS.

Total assets increased to $96.7 billion as of June 30, 2018, compared to $84.4 billion as of December 31, 2017.

We recorded net income of ~~$77~~$85 million in the ~~third~~second quarter of ~~2017,~~2018, up from ~~$76~~$79 million in the ~~third~~second quarter of ~~2016.~~

2017.

Net interest income for the ~~third~~second quarter of ~~2017~~2018 was ~~$123~~$132 million, up 9% from ~~$113~~$117 million for the ~~third~~second quarter of ~~2016~~2017, as we benefited both from the rising rate environment and higher levels of interest earning assets.

~~Total investment securities decreased 17%~~Letters of credit commitments increased to ~~$17.5~~$21.6 billion at ~~September~~June 30, ~~2017, down~~2018, up from ~~$21.0~~$19.6 billion at December 31, ~~2016, as our investment portfolio continued to pay down.~~

~~Advances outstanding increased 11% to $50.2 billion at September 30, 2017, up from $45.1 billion at December 31, 2016.~~

~~MPF Loans held in portfolio, net of allowance for credit losses, increased $57 million or 1% to $5.0 billion at September 30,~~ 2017.

~~Total assets increased 11% to $87.5 billion as of September 30, 2017, compared to $78.7 billion as of December 31, 2016.~~

We remained in compliance with all of our regulatory capital requirements as of ~~September~~June 30, ~~2017.~~2018.

Summary and Outlook

~~Third~~Second Quarter ~~2017~~2018 Dividend

On ~~October 24, 2017,~~July 26, 2018, the Bank's Board of Directors increased the dividends declared per share on both sub-classes of capital stock. Based on the Bank's preliminary financial results for the second quarter of 2018, the Board of Directors declared a dividend of ~~3.30%~~4.25% (annualized) for Class B1 activity capital stock ~~for members that borrow~~(an increase of 25 basis points from the ~~Bank~~previous quarter) and a dividend of ~~1.25%~~1.70% (annualized) for Class B2 membership capital stock (an increase of 10 basis points from the previous quarter).

The Bank ~~offers~~pays a higher dividend ~~on the Class B1 activity stock as a means to provide additional value to those members that support the cooperative by using our advances products. The higher dividend~~per share on Class B1 activity stock inthan on Class B2 membership stock to reward members who use the Bank’s advances and, thereby, support the entire cooperative. The higher dividend members receive on Class B1 activity stock has the effect ~~lowers members’ all-in cost~~ of lowering their borrowing ~~from the Bank.~~costs.

~~Member Owned. Member Focused.~~Members Maximizing the Benefits of Our Products and Programs

~~As a member-focused cooperative, we strive~~During the second quarter of 2018, the Bank continued to ~~offer~~see strong utilization of its advances, letters of credit, and MPF products, and ~~services that meet our members’ business needs. At September 30, 2017, advances were $50.2~~participation in its community investment programs. Advances outstanding totaled $54.5 billion ~~up 11% from December 31, 2016,~~ and letters of credit ~~were $15.4~~totaled $21.6 billion at the end of the second quarter of 2018, up ~~43%~~$6.4 billion and $2 billion from ~~December 31, 2016. In addition,~~year-end 2017, respectively. MPF Loans outstanding on balance sheet totaled $5.8 billion at the ~~volume~~end of ~~our~~the second quarter of 2018, up from $5.2 billion at year-end 2017. The increasing number of PFIs selling into MPF Traditional products, ~~also increased.~~

~~Investments~~along with the introduction in ~~Our Members’ Communities~~June 2018 of more competitive pricing for low balance MPF Loans, helped contribute to the highest levels of MPF activity since 2015 when the Bank made these MPF products available again for its members. Additionally, the competitive AHP round closed on June 15, 2018 with 91 applications requesting a total of $51.8 million. The Bank expects to award approximately $25.1 million in AHP funding in early December 2018.

~~We continue~~A New Way to ~~invest in members’ communities across~~Support Small Business Lending: Community Small Business Advance

In July 2018, the ~~United States. Through our~~Bank began offering the new Community ~~First~~^®~~Capacity-Building Grant Program, we granted $250,000~~Small Business Advance as a way for members to ~~six nonprofit lending institutions~~support their local economy and community revitalization efforts. This new fixed rate, fixed term advance provides members with funding at a 0% interest rate in ~~Illinois and Wisconsin~~exchange for a commitment from members limiting the rate they charge to customers benefiting from this ~~August~~funding to no more than 3.5%. The Bank believes this new advance will help ~~them expand their capacity, and,~~members finance small business projects in ~~turn, increase their impact on community development and affordable housing in their neighborhoods.~~

Also this fall, we joined the ten other Federal Home Loan Banks to donate to hurricane relief efforts in Texas and the Gulf Coast, Florida and the Southeast, Puerto Rico, and the U.S. Virgin Islands. Together we are committed to supporting members as they help to rebuild their communities.

3938

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Critical Accounting Policies and Estimates

For a detailed description of our Critical Accounting Policies and Estimates see page 38 in our 2017 Form 10-K.

See Note 2 - Summary of Significant Accounting Policies and Note 3 - Recently Issued but Not Yet Adopted Accounting Standards to the financial statements in this Form 10-Q for the impact of changes in accounting policies and recently issued accounting standards on our financial results subsequent to December 31, 2017.

There have been no significant changes to our critical accounting estimates in 2018.

Results of Operations

Net Interest Income

Net interest income is the difference between the amount we recognize into interest income on our interest earning assets and the amount we recognize into interest expense on our interest bearing liabilities. These amounts were determined in accordance with GAAP and were based on the underlying contractual interest rate terms of our interest earning assets and interest bearing liabilities as well as the following items:

Net interest paid or received on interest rate swaps that are accounted for as fair value or cash flow hedges;

Amortization of premiums;

Accretion of ~~discounts and~~ discounts;

OTTI ~~reversals;~~security yield adjustments due to either subsequent increases or decreases in estimated cash flows;

Amortization of hedge adjustments;

Advance and investment prepayment fees; and

MPF credit enhancement fees.

The table on the following page presents the increase or decrease in interest income and expense due to volume or rate variances. The calculation of these components includes the following considerations:

•

Average Balance: Average balances are calculated using daily balances. ~~Historical~~Amortized cost ~~balances are~~basis is used to compute the average balances for most of our financial instruments, including ~~available for sale securities and~~ MPF Loans held in portfolio that are on nonaccrual ~~status.~~status and available-for-sale securities. The calculation of the yield on our available-for-sale securities does not give effect to changes in fair value that are reflected as a component of accumulated other comprehensive income (AOCI). Fair value is used to compute average balances for our trading securities and financial instruments carried at fair value under the fair value option.


•	Total Interest: Total interest includes ~~all components of~~the net interest income ~~if applicable,~~components, as discussed ~~above.~~above, applicable to our interest earning assets and interest bearing liabilities.


•	Yield/Rate: Effective yields/rates are based on total interest and average ~~daily~~ balances ~~and include all components of net interest income~~ as ~~discussed~~defined above. Yields/rates are calculated on an annualized basis.

Any changes due to the combined volume/rate variance have been allocated ~~ratably~~ to ~~volume and rate.~~volume.

4039

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Increase or decrease in interest income and expense due to volume or rate variances



	June 30, 2018						June 30, 2017						Increase (decrease) due to
	Average Balance		Total Interest		Yield/ Rate		Average Balance		Total Interest		Yield/ Rate		Volume			Rate			Net Change
For the three months ended
Investment securities	$	17,750	$	172	3.88	%	$	18,216	$	163	3.58	%	$	(5	)	$	14		$	9
Advances	56,953		285		2.00	%	46,225		130		1.12	%	53			102			155
MPF Loans held in portfolio	5,517		60		4.35	%	4,972		53		4.26	%	6			1			7
Federal funds sold and securities purchased under agreements to resell	12,638		54		1.71	%	10,496		25		0.95	%	9			20			29
Other interest bearing assets	1,200		6		2.00	%	1,073		2		0.75	%	1			3			4
Interest bearing assets	94,058		577		2.45	%	80,982		373		1.84	%	81			123			204
Noninterest bearing assets	764						921
Total assets	94,822						81,903

Consolidated obligation discount notes	40,816		205		2.01	%	38,413		119		1.24	%	12			74			86
Consolidated obligation bonds	47,541		233		1.96	%	37,732		133		1.41	%	48			52			100
Other interest bearing liabilities	876		7		3.20	%	838		4		1.91	%	—			3			3
Interest bearing liabilities	89,233		445		1.99	%	76,983		256		1.33	%	62			127			189
Noninterest bearing liabilities	235						337
Total liabilities	89,468						77,320

Net yield interest earning assets	$	94,058	$	132	0.56	%	$	80,982	$	117	0.58	%	$	19		$	(4	)	$	15

For the six months ended
Investment securities	$	18,092	$	335	3.70	%	$	18,989	$	329	3.47	%	$	(16	)	$	22		$	6
Advances	54,895		499		1.82	%	45,712		229		1.00	%	83			187			270
MPF Loans held in portfolio	5,372		115		4.28	%	4,964		107		4.31	%	9			(1		)	8
Federal funds sold and securities purchased under agreements to resell	12,305		98		1.59	%	9,573		40		0.84	%	22			36			58
Other interest bearing assets	1,208		10		1.66	%	1,217		5		0.82	%	—			5			5
Interest bearing assets	91,872		1,057		2.30	%	80,455		710		1.76	%	130			217			347
Noninterest bearing assets	716						764
Total assets	92,588						81,219

Consolidated obligation discount notes	41,899		388		1.85	%	37,771		215		1.14	%	39			134			173
Consolidated obligation bonds	44,358		402		1.81	%	37,706		258		1.37	%	61			83			144
Other interest bearing liabilities	864		11		2.55	%	869		7		1.61	%	—			4			4
Interest bearing liabilities	87,121		801		1.84	%	76,346		480		1.26	%	100			221			321
Noninterest bearing liabilities	244						332
Total liabilities	87,365						76,678

Net yield interest earning assets	$	91,872	$	256	0.56	%	$	80,455	$	230	0.57	%	$	30		$	(4	)	$	26

September 30, 2017 September 30, 2016 Increase (decrease) due to
Average Balance Total Interest Yield/ Rate Average Balance Total Interest Yield/ Rate Volume Rate Net Change
For the three months ended
Investment securities $ 17,949
$ 163
3.63 % $ 21,547
$ 174
3.23 % $ (33 ) $ 22
$ (11 )
Advances 47,135
157
1.33 % 44,300
74
0.67 % 10
73
83
MPF Loans held in portfolio 4,927
53
4.30 % 4,657
53
4.55 % 3
(3 ) —
Federal funds sold and securities purchased under agreements to resell 11,467
34
1.19 % 6,857
7
0.41 % 14
13
27
Other 1,247
4
1.28 % 1,586
1
0.25 % (1 ) 4
3
Interest income on assets 82,725
411
1.99 % 78,947
309
1.57 % 19
83
102
Consolidated obligation discount notes 41,241
148
1.44 % 44,417
95
0.86 % (11 ) 64
53
Consolidated obligation bonds 36,437
136
1.49 % 29,461
99
1.34 % 26
11
37
Subordinated notes —
—
— % —
—
— % —
—
—
Other 918
4
1.74 % 845
2
0.95 % —
2
2
Interest expense on liabilities 78,596
288
1.47 % 74,723
196
1.05 % 14
78
92
Net yield on interest earning assets $ 82,725
$ 123
0.59 % $ 78,947
$ 113
0.57 % $ 6
$ 4
$ 10

For the nine months ended
Investment securities $ 18,639
$ 492
3.52 % $ 22,342
$ 545
3.25 % $ (98 ) $ 45
$ (53 )
Advances 46,191
386
1.11 % 42,141
211
0.67 % 36
139
175
MPF Loans held in portfolio 4,906
160
4.35 % 4,684
165
4.70 % 7
(12 ) (5 )
Federal funds sold and securities purchased under agreements to resell 10,211
74
0.97 % 5,779
16
0.37 % 32
26
58
Other 1,273
9
0.94 % 1,567
7
0.60 % (2 ) 4
2
Interest income on assets 81,220
1,121
1.84 % 76,513
944
1.65 % 68
109
177
Consolidated obligation discount notes 38,940
363
1.24 % 44,647
272
0.81 % (53 ) 144
91
Consolidated obligation bonds 37,278
394
1.41 % 26,184
299
1.52 % 117
(22 ) 95
Subordinated notes —
—
— % 565
24
5.66 % (24 ) —
(24 )
Other 888
11
1.65 % 825
5
0.81 % 1
5
6
Interest expense on liabilities 77,106
768
1.33 % 72,221
600
1.11 % 49
119
168
Net yield on interest earning assets $ 81,220
$ 353
0.58 % $ 76,513
$ 344
0.60 % $ 20
$ (11 ) $ 9

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

The following is an analysis of the preceding table and unless otherwise indicated, comparisons apply to ~~both~~ the three and ~~nine~~six month periods ending ~~September~~June 30, ~~2017~~2018 compared to ~~September~~the same periods ending June 30, ~~2016.~~2017.

•

Interest income from investment securities ~~declined as securities matured or paid down and were not replaced. We are currently unable~~increased due to ~~make additional investments~~increases in ~~MBS/ABS under~~rates, partially offset by declines in volumes. Subject to FHFA regulatory limits as discussed in Investments on page 1210 in our ~~2016~~2017 Form ~~10-K. One of the limits is that our investment~~10-K, we began making investments in MBS ~~and ABS cannot~~in June 2018; however the amount of new MBS purchases did not exceed ~~three times our total regulatory capital. As~~the amount of ~~September 30, 2017, our MBS and ABS portfolio was 3.23 times our total regulatory capital, compared~~maturities or paydowns year to ~~3.46 at December 31, 2016. We expect the decline to continue until we are below that limit.~~date.

Interest income from advances increased primarily due to a rise in ~~interest~~ rates, ~~and, to a lesser extent, higher member demand for advances. Higher interest rates~~which resulted primarily from interest rate hikes by the Federal Reserve ~~Bank.~~

~~Table~~Bank during the periods presented. Interest income also increased to a lesser extent as a result of ~~Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

higher member demand for advances. As our members experience increased loan demands outpacing their deposit growth, utilization of our advances increased.

Interest income from MPF Loans held in portfolio ~~declined slightly~~increased due to ~~lower average interest rates (as our~~higher volumes, as new MPF loan purchases continued to moderately outpace paydown and maturity activity due to an increased number of PFIs and more ~~seasoned and higher interest rate~~competitive pricing for low balance MPF Loans. Rates on MPF Loans ~~matured and~~ were ~~replaced with lower current interest rate MPF Loans), offset by slightly higher volumes of MPF Loans outstanding.~~essentially unchanged.

Interest income from Federal Funds sold and securities purchased under agreements to resell increased ~~both~~primarily due to ~~higher volumes outstanding and~~ increases in interest rates by the Federal Reserve ~~Bank.~~Bank; and to a lesser extent by higher volumes as we increased the amounts of these liquid assets as demand for our advances and letters of credit increased.

Interest expense on both our shorter termed consolidated obligation discount notes ~~increased due to rising short term interest rates despite declines in average balances outstanding as we shifted a portion of our funding to longer termed bonds.~~

~~Interest expense on~~and our longer termed consolidated obligation bonds increased, ~~as we shifted a portion of our funding to longer termed bonds. Rates declined in the first and second quarters of 2017 compared to 2016,~~primarily due to ~~money market reforms which increased demand for FHLB debt~~rising rates; and to a lesser extent, an increase in ~~the market, but this effect reversed in the third quarter of 2017 as rates rose.~~

~~Our subordinated~~ notes ~~were paid off on June 13, 2016.~~and bonds outstanding.


•	For details of the effect our fair value and cash flow hedge activities had on our net interest income see Total Net Effect Gain (Loss) of Hedging Activities table on the following page.

Noninterest Income

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Derivatives and hedging activities $ —
$ 7
$ 6
$ (7 )
Instruments held under fair value option (5 ) —
(3 ) 6
Litigation settlement awards —
—
1
38
MPF fees from other FHLBs 5
4
15
12
Other, net 5
3
12
12
Noninterest income $ 5
$ 14
$ 31
$ 61



									Three months ended June 30,					Six months ended June 30,
									2018			2017		2018			2017
Noninterest income -
Derivatives and hedging activities									$	3		$	3	$	—		$	6
Instruments held under fair value option									(10		)	4		(17		)	2
MPF fees,	6	,	5	,	12	and	10	from other FHLBs	7			7		15			13
Other, net									9			2		11			5
Noninterest income									$	9		$	16	$	9		$	26

The following is an analysis of the above table and unless otherwise indicated, comparisons apply to ~~both~~ the three and ~~nine~~six month periods ending ~~September~~June 30, ~~2017 compared to September~~2018 and the same periods ending June 30, ~~2016.~~

2017.

Derivatives and Hedging Activities, and Instruments Held Under Fair Value Option

Derivatives and hedging activities, and instruments held under the fair value option were not the most significant drivers toof our ~~statements of~~noninterest income over the ~~last year.~~periods presented. Instead, the majority of the effect from our derivatives and hedging activities is recorded in net interest income.

The ~~table on the~~ following ~~page~~table details the effect of all of these transactions on our ~~results~~statements of ~~operations. Note that we economically hedge only a portion of our trading securities.~~income.

4241

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Total Net Effect Gain (Loss) of Hedging Activities


	Advances			Investments			MPF Loans			Discount Notes			Bonds			Other		Total			Advances			Investments			MPF Loans			Discount Notes			Bonds			Other		Total
Three months ended September 30, 2017
Three months ended June 30, 2018
Recorded in net interest income																					$	6		$	(12	)	$	(1	)	$	(29	)	$	(15	)	$	—	$	(51	)
Recorded in derivatives & hedging activities																					8			(1		)	(1		)	—			(4		)	1		3
Recorded in other, net																					—			3			—			—			—			—		3
Recorded on instruments held under fair value option																					(1		)	—			—			—			(9		)	—		(10		)
Total net effect gain (loss) of hedging activities																					$	13		$	(10	)	$	(2	)	$	(29	)	$	(28	)	$	1	$	(55	)

Three months ended June 30, 2017
Recorded in net interest income	$	(7	)	$	(21	)	$	(2	)	$	(40	)	$	7		$	—	$	(63	)	$	(4	)	$	(25	)	$	(1	)	$	(43	)	$	8		$	—	$	(65	)
Recorded in derivatives & hedging activities	1			(2		)	2			—			(2		)	1		—			(5		)	(3		)	4			1			6			—		3
Recorded on instruments held under fair value option	(1		)	—			(1		)	(1		)	(2		)	—		(5		)	3			—			(1		)	—			2			—		4
Total net effect gain (loss) of hedging activities	$	(7	)	$	(23	)	$	(1	)	$	(41	)	$	3		$	1	$	(68	)	$	(6	)	$	(28	)	$	2		$	(42	)	$	16		$	—	$	(58	)

Three months ended September 30, 2016
Six months ended June 30, 2018
Recorded in net interest income	$	(16	)	$	(31	)	$	(2	)	$	(49	)	$	12		$	—	$	(86	)	$	4		$	(30	)	$	(2	)	$	(64	)	$	(17	)	$	—	$	(109	)
Recorded in derivatives & hedging activities	6			1			6			(3		)	(3		)	—		7			22			—			(2		)	1			(21		)	—		—
Recorded in other, net																					—			3			—			—			—			—		3
Recorded on instruments held under fair value option	(4		)	—			(1		)	(2		)	7			—		—			(10		)	—			(4		)	—			(3		)	—		(17		)
Total net effect gain (loss) of hedging activities	$	(14	)	$	(30	)	$	3		$	(54	)	$	16		$	—	$	(79	)	$	16		$	(27	)	$	(8	)	$	(63	)	$	(41	)	$	—	$	(123	)

Nine months ended September 30, 2017
Six months ended June 30, 2017
Recorded in net interest income	$	(20	)	$	(70	)	$	(5	)	$	(128	)	$	27		$	—	$	(196	)	$	(13	)	$	(49	)	$	(3	)	$	(88	)	$	20		$	—	$	(133	)
Recorded in derivatives & hedging activities	(2		)	(5		)	5			2			5			1		6			(3		)	(3		)	3			2			7			—		6
Recorded in trading securities - hedged only	—			1			—			—			—			—		1
Recorded in other, net																					—			1			—			—			—			—		1
Recorded on instruments held under fair value option	2			—			(2		)	(1		)	(2		)	—		(3		)	3			—			(1		)	—			—			—		2
Total net effect gain (loss) of hedging activities	$	(20	)	$	(74	)	$	(2	)	$	(127	)	$	30		$	1	$	(192	)	$	(13	)	$	(51	)	$	(1	)	$	(86	)	$	27		$	—	$	(124	)

Nine months ended September 30, 2016
Recorded in net interest income	$	(50	)	$	(93	)	$	(7	)	$	(147	)	$	49		$	—	$	(248	)
Recorded in derivatives & hedging activities	(14		)	(5		)	13			2			(3		)	—		(7		)
Recorded in trading securities - hedged only	—			(1		)	—			—			—			—		(1		)
Recorded in instruments held under fair value option	12			—			(1		)	(7		)	2			—		6
Total net effect gain (loss) of hedging activities	$	(52	)	$	(99	)	$	5		$	(152	)	$	48		$	—	$	(250	)

~~Litigation settlement awards~~

Litigation settlement awards have not been material during the first nine months of 2017. During the second quarter of 2016 we received $38 million in settlement awards on our ongoing litigation related to our investment in private label mortgage backed securities as further discussed in ~~Note 5 - Investment Securities - Ongoing Litigation~~ ~~to the financial statements on page F-30 in our 2016 Form 10-K.~~

MPF fees (including from other FHLBs)

A majority of MPF fees are from other FHLBs

~~Other FHLBs~~ that pay us a fixed membership fee to participate in the MPF Program and a volume based fee for us to provide services related to MPF Loans carried on their on balance sheets. MPF fees also include income from other third party off-balance sheet MPF ~~Loans.~~Loan products and other related transaction fees. These fees are designed to offset a portion of the expenses we incur to administer the program. MPF fees have grown as off balance sheet MPF Loan volumes increased.

Other, net

The increases in Other, net ~~consists~~were primarily ofdue to increased fee income ~~we earn from~~earned on member standby letter of credit products, as noted in Item 2. Selected Financial Data. We also incurred an unrealized loss of $4 million on our ~~off balance sheet MPF Loan products.~~trading securities in the second quarter of 2018, due to rising interest rates. We expect this unrealized loss to reverse as the securities mature over the next year. We had no significant trading gains or losses in the other periods presented.

4342

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Noninterest Expense


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Compensation and benefits	$	26	$	26	$	77	$	71	$	28	$	26	$	52	$	51
Operating expenses	15		15		45		44		17		15		32		30
Other	2		1		7		13		1		3		4		5
Noninterest expense	$	43	$	42	$	129	$	128	$	46	$	44	$	88	$	86

The following is an analysis of the preceding table and unless otherwise indicated, comparisons apply to the three and six month periods ending June 30, 2018 and the same periods ending June 30, 2017.

We had 462 employees as of June 30, 2018, compared to 457 as of June 30, 2017. Total compensation and benefits increased primarily due to salary and wage increases.

Operating expenses primarily increased in both the three and ~~nine~~six month ~~periods~~ ending ~~September 30, 2017 compared to September 30, 2016.~~

~~Compensation and benefits increased~~June 2018 due to ~~increased employee headcount and increases in salaries and wages. We had 457 employees as of September 30, 2017, compared to 443 as of September 30, 2016.~~

~~Other decreased in the nine months ended September 30, 2017, due to $5~~$1 million in ~~legal fees we incurred during the second quarter of 2016 on our $38 million in legal settlement income as noted in~~ ~~Litigation settlement awards~~ ~~on page 42. Our ongoing litigation~~non-service cost components (interest and amortization) related to our ~~investment in private label mortgage backed securities is further discussed in~~ ~~Note 5 - Investment Securities - Ongoing Litigation~~ topensions.

Other consists primarily of our share of the ~~financial statements~~funding for the FHFA, our regulator, and the Office of Finance, which manages the consolidated obligation debt issuances of the FHLBs. In addition, Other includes MPF related non-operating expenses/gains on ~~page F-30 in our 2016 Form 10-K. Litigation settlement fees have not been material during~~ the ~~first nine months~~sale of ~~2017.~~real estate owned.

Assessments

We ~~fund~~record the Affordable Housing Program (AHP) ~~program~~assessment expense at a ~~calculated~~ rate of 10% of income before assessments, excluding interest expense on MRCS. See Note 11 - Affordable Housing Program in our 2017 Form 10-K for further details.

4443

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Other Comprehensive Income (Loss)


	Three months ended September 30,						Nine months ended September 30,						Balance remaining in AOCI as of			Three months ended June 30,						Six months ended June 30,						Balance remaining in AOCI as of
	2017			2016			2017			2016			September 30, 2017			2018			2017			2018			2017			June 30, 2018
Net unrealized gain (loss) available-for-sale securities	$	(24	)	$	(13	)	$	(5	)	$	(113	)	$	454		$	(43	)	$	(19	)	$	(92	)	$	19		$	315
Noncredit OTTI held-to-maturity securities	8			9			25			30			(152		)	8			8			15			17			(128		)
Net unrealized gain (loss) cash flow hedges	42			83			111			38			(201		)	32			25			90			69			(57		)
Postretirement plans	3			—			1			1			(5		)	(1		)	—			(3		)	(2		)	(8		)
Other comprehensive income (loss)	$	29		$	79		$	132		$	(44	)	$	96		$	(4	)	$	14		$	10		$	103		$	122

Net unrealized gain (loss) on available-for-sale securities

~~Our available for sale (AFS) portfolio has experienced a small~~The net unrealized loss ~~during 2017, which was~~on our available-for-sale (AFS) portfolio for 2018 is attributable to the reversal of net unrealized gains from prior reporting periods as interest rates rose due to ~~a slight increase in longer term market interest rates~~Federal Reserve Bank actions and ~~reversion of market values to par value as the securities approach maturity. Any unrealized gain (or loss) position in AFS securities reverse to zero by maturity~~ as these securities ~~are expected~~approach maturity (since we expect to ~~pay at~~receive par value ~~on maturity. During 2016,~~at maturity). As of June 30, 2018, we had a net unrealized gain balance remaining in AOCI attributable to our AFS ~~portfolio had a large net unrealized loss primarily due to an increase in longer term market interest rates.~~portfolio.

Noncredit OTTI on held-to-maturity securities

~~The gains in~~We recorded unrealized noncredit ~~OTTI~~impairments on held-to-maturity ~~(HTM)~~ securities ~~are~~during the ~~amounts accreted~~last financial crisis. As the market has recovered and because we intend to ~~their carrying amounts as~~hold these securities to maturity, we are performing better than expected when we took the original noncredit OTTI charge in past years. The remaining accumulated losses in AOCI on these securities will be further accreted over their remaining lives provided the gains are expected to be collected. However,recording accretion to the ~~extent that further losses are expected to be incurred, we would immediately recognize those amounts as additional OTTI~~carrying amount of the securities, reversing the remaining loss balance in ~~our statements of income.~~AOCI.

Net unrealized gain (loss) on cash flow hedges

The net unrealized gain on cash flow hedges during ~~both 2017 and 2016~~the periods presented resulted from an increase in shorter term interest rates as a result of actions by the Federal Reserve Bank.

We did not recognize any instrument-specific credit risk in our statements of comprehensive income as of June 30, 2018 due to our credit standing.

For further details on the activity in our Other Comprehensive Income (Loss) see Note 12 - Accumulated Other Comprehensive Income (Loss) to the financial statements.

4544

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Statements of Condition

September 30, 2017 December 31, 2016
Cash and due from banks, interest bearing deposits, Federal Funds sold, and securities purchased under agreement to resell $ 14,381
$ 7,376
Investment securities 17,536
21,035
Advances 50,153
45,067
MPF Loans held in portfolio, net of allowance for credit losses 5,024
4,967
Other 394
247
Assets 87,488
78,692
Consolidated obligation discount notes 45,460
35,949
Consolidated obligation bonds 35,890
36,903
Other 1,266
1,145
Liabilities 82,616
73,997
Capital stock 1,557
1,711
Retained earnings 3,219
3,020
Accumulated other comprehensive income (loss) 96
(36 )
Capital 4,872
4,695
Total liabilities and capital $ 87,488
$ 78,692



	June 30, 2018		December 31, 2017
Cash and due from banks, interest bearing deposits, Federal Funds sold, and securities purchased under agreement to resell	$	17,974	$	13,378
Investment securities	18,103		17,347
Advances	54,468		48,085
MPF Loans held in portfolio, net of allowance for credit losses	5,779		5,193
Other	407		352
Assets	96,731		84,355
Consolidated obligation discount notes	43,007		41,191
Consolidated obligation bonds	46,854		37,121
Other	1,515		1,191
Liabilities	91,376		79,503
Capital stock	1,805		1,443
Retained earnings	3,428		3,297
Accumulated other comprehensive income (loss)	122		112
Capital	5,355		4,852
Total liabilities and capital	$	96,731	$	84,355

The following is an analysis of the above table and comparisons apply to ~~September~~June 30, ~~2017~~2018 compared to December 31, ~~2016.~~2017.

Cash and due from banks, interest bearing deposits, Federal Funds sold, and securities purchased under agreements to resell

Amounts held in these accounts will vary each day based on the following:

Interest rate spreads between Federal Funds sold and securities purchased under agreements to resell and our debt;

Liquidity requirements;

Counterparties available; and

Collateral availability on securities purchased under agreements to resell.

We increased the amounts of these liquid assets as demand for our advances and letters of credit increased.

Investment Securities

Investment securities ~~declined as~~increased primarily due to the purchase of $2.6 billion in short term U.S. Government securities in our trading securities portfolio during 2018. This increase was partially offset by declines in MBS/ABS securities in our available-for-sale and held-to-maturity portfolios that matured or paid down and were ~~not~~only partially replaced starting in June 2018, as noted in Results of Operations on page ~~40.~~41.

Advances

Advances increased to the highest outstanding ~~quarter-end~~quarter end balance in our history ~~at September 30, 2017. See~~ ~~Note 6 - Advances~~due to ~~the financial statements.~~

strong market demand for funding in our district. As our members experience increased loan demands outpacing their deposit growth, utilization of our advances increased. While advance demand is strong, it is possible that member demand for our advances could decline in future periods should their funding needs change, or to the extent they elect alternative funding resources. In addition, as our advances with captive insurance companies mature, our total advance levels ~~could~~may decrease.

MPF Loans Held in Portfolio, Net of Allowance for Credit Losses

~~We had a small net increase in our outstanding~~ MPF Loans ~~from year end,~~held in portfolio increased due to higher volumes, as ~~our~~new MPF loan purchases continued to moderately outpace paydown and maturity activity due to an increased number of ~~new loans during 2017 offset maturities~~PFIs and ~~paydowns experienced in our~~more competitive pricing for low balance MPF ~~Loan portfolio.~~

~~Table of Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

Loans.

In addition to our MPF Loans held in portfolio, we have MPF off-balance sheet products, where we buy and concurrently resell MPF Loans to Fannie Mae or other third party investors or pool and securitize them into Ginnie Mae MBS.

~~Hurricanes and California Wildfires~~

~~During the third quarter of 2017, three significant hurricanes impacted the southeastern coasts of the United States and Puerto Rico.~~

We have analyzed the potential impact that damage related to these hurricanes might have on our advances, letters of credit, MPF Loans held for portfolio, community investment programs, and non-agency MBS securities. These hurricanes did not have a material impact on our financial condition or results of operation during the third quarter of 2017. Based on the information currently available, we do not expect that the potential losses resulting from these hurricanes will have a material effect on our financial condition or results of operations in future periods.

We continue to evaluate the impact of the hurricanes on our advances, letters of credit, MPF Loans held for portfolio, community investment programs, and non-agency MBS investments. We are also monitoring the significant wildfires in California that occurred in October 2017 for any potential impact. If additional information becomes available indicating that any of our assets have been impaired and the amount of the loss can be reasonably estimated, we will record appropriate reserves at that time.

Additionally, in response to the hurricanes and California wildfires, we communicated to our mortgage loan servicers of our conventional MPF Loans held in portfolio that special relief would be available for certain borrowers, including forbearance or temporary suspension of mortgage payments for up to 90 days for borrowers whose income is affected by the disaster or for borrowers whose property is located in a FEMA disaster designated area. To assist individuals and households displaced by the hurricanes, we have announced that vacant AHP-assisted rental units may be temporarily leased to displaced individuals/households, regardless of income.

4745

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Liquidity, Funding, & Capital Resources

Liquidity

For the period ending ~~September~~June 30, ~~2017,~~2018, we ~~have~~ maintained a liquidity position in accordance with FHFA regulations and guidance, and policies established by our Board of Directors. Based upon our excess liquidity position described below, we anticipate remaining in compliance with our liquidity requirements. See Liquidity, Funding, & Capital Resources on page 48 in our ~~2016~~2017 Form 10-K for a detailed description of our liquidity requirements. We use different measures of liquidity as follows:

Overnight Liquidity – Our policy requires us to maintain overnight liquid assets at least equal to 3.5% or ~~$3.1~~$3.4 billion of total assets. As of ~~September~~June 30, ~~2017,~~2018, our overnight liquidity was ~~$20.7~~$22.1 billion or ~~24%~~23% of total assets, giving us an excess overnight liquidity of ~~$17.6~~$18.7 billion.

Deposit Coverage – To support our member deposits, FHFA regulations require us to have an amount equal to the current deposits invested in obligations of the U.S. Government, deposits in eligible banks or trust companies, or advances with maturities not exceeding five years. As of ~~September~~June 30, ~~2017,~~2018, we had excess liquidity of ~~$40.0~~$51.6 billion to support member deposits.

Contingency Liquidity – The cumulative five business day liquidity measurement assumes there is a localized credit crisis for all FHLBs where the FHLBs do not have the ability to issue new consolidated obligations or borrow unsecured funds from other sources (e.g., purchasing Federal Funds or customer deposits). Our net liquidity in excess of our total uses and reserves over a cumulative five-business-day period was ~~$17.7~~$20.0 billion as of ~~September~~June 30, ~~2017.~~2018.

In addition to the liquidity measures discussed above, FHFA guidance requires us to maintain daily liquidity through short-term investments in an amount at least equal to our anticipated cash outflows under two different scenarios. One scenario assumes that we cannot access the capital markets for 15 days and that during that time members do not renew any maturing, prepaid, and called advances. The second scenario assumes that we cannot access the capital markets for 5five days and that during that period we will automatically renew maturing and called advances for all members except for very large, highly rated members. These additional requirements are more stringent than the contingency liquidity requirement discussed above and are designed to enhance our protection against temporary disruptions in access to the FHLB debt markets in response to a rise in capital markets volatility. As a result of this guidance, we are maintaining increased balances in short-term investments. In addition, we fund certain overnight or shorter-term investments and advances with debt that has a maturity that extends beyond the maturities of the related investments or advances. For a discussion of how this may impact our earnings, see page 2118 in the Risk Factors section of our ~~2016~~2017 Form 10-K. ~~On July 3, 2017, the FHFA proposed to rescind certain minimum regulatory liquidity requirements for the FHLBs as further discussed in~~ ~~Legislative and Regulatory Developments~~ ~~starting on page 56.~~

We are sensitive to maintaining an appropriate liquidity and funding balance between our financial assets and liabilities, and we measure and monitor the risk of refunding such assets as liabilities mature (refunding risk). In measuring the level of assets requiring refunding, we take into account their contractual maturities, as further described in the notes to the financial statements. In addition, we make certain assumptions about their expected cash flows. These assumptions include: calls for assets with such features, projected prepayments and scheduled amortizations for our MPF Loans held in portfolio, MBS and ABS investments. The following table presents the unpaid principal balances of (1) MPF Loans held in portfolio, (2) AFS securities, and (3) HTM securities (including ABS and MBS investments), by expected principal cash flows. The table is illustrative of our assumptions about the expected rather than contractual cash ~~flow~~flows of our assets, including prepayments made in advance of maturity.


	MPF Loans Held in Portfolio			Investment Securities					MPF Loans Held in Portfolio			Investment Securities
As of September 30, 2017			Available-for Sale			Held-to-Maturity
As of June 30, 2018									MPF Loans Held in Portfolio		MPF Loans Held in Portfolio				Available-for Sale				Held-to-Maturity
Year of Expected Principal Cash Flows	MPF Loans Held in Portfolio
One year or less	$	888		$	1,182		$	1,367	$	682	MPF Loans Held in Portfolio			$	3,569			$	1,722
After one year through five years	1,979			9,630			2,166		2,189			5,606				1,828
After five years through ten years	1,155			1,465			349		1,493			1,405				420
After ten years	932			620			132		1,334			535				109
Total	$	4,954		$	12,897		$	4,014	$	5,698		$	11,115			$	4,079

We consider our liabilities available to fund assets until their contractual maturity. For further discussion of the liquidity risks related to our access to funding, see page 2422 of the Risk Factors section in our ~~2016~~2017 Form 10-K.

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Funding

Conditions in Financial Markets

~~The~~In June 2018, the Federal Open Market Committee (FOMC) ~~maintained~~raised the target range ~~from 1.00~~for the federal fund rate by 25 basis points to ~~1.25~~a range of 1.75 percent ~~during~~to 2.00 percent. This is the ~~third quarter of 2017. In September 2017,~~seventh rate hike since the FOMC ~~initiated its balance sheet normalization program~~began to ~~shrink its balance sheet by reducing reinvestment purchases of US Treasuries and agency mortgage backed securities.~~raise rates in December 2015. The markets ~~predict~~anticipate another 25 basis point increase in the target range for the federal fund rate in the ~~fourth~~third quarter of ~~2017.~~

2018.

We maintained ready access to funding during the ~~third quarter. However, the U.S. Treasury has projected that the statutory “debt ceiling” limit could be reached in the first~~second quarter of 2018. ~~In preparation for the possibility of disorderly markets caused by potential debt defaults of the U.S. Government, we will be monitoring our liquidity position.~~

Cash flows from operating activities


Nine months ended September 30,	2017		2016		Change
Six months ended June 30,							2018		2017
Net cash provided by (used in) operating activities	$	337	$	184	$	153	$	235	$	225

~~Net~~The increase in net cash provided by operating activities resulted primarily ~~result~~ from ~~the following:~~

~~Net income; plus~~

Aan increase in net income and noncash ~~adjustment related to derivatives and hedging activities; minus~~

~~Net cash outflows related to the purchase of MPF Loans held for sale offset by proceeds from securitized mortgage loans.~~adjustments.

Cash flows from investing activities with significant changes

Nine months ended September 30, 2017 2016 Change
Net cash provided by (used in) investing activities -
Liquid assets (Federal Funds sold, securities purchased under agreements to resell, interest bearing deposits, and trading securities) $ (6,518 )
$ (1,620 )
$ (4,898 )
Securities held for investment (available-for-sale and held-to-maturity) 2,661
3,028
(367 )
Advances (5,079 )
(6,189 )
1,110
Other (40 ) 135
(175 )
Net cash provided by (used in) investing activities $ (8,976 ) $ (4,646 ) $ (4,330 )



Six months ended June 30,	2018			2017
Liquid assets (Federal Funds sold, securities purchased under agreements to resell, and interest bearing deposits)	$	(4,609	)	$	(3,658	)
Investment securities	(625		)	2,257
Advances	(6,495		)	(1,758		)
MPF Loans held in portfolio	(592		)	(2		)
Other	8			14
Net cash provided by (used in) investing activities	$	(12,313	)	$	(3,147	)

Our investing activities consist predominantly of liquid assets, securities held for investment, and advances. The ~~$(4.3) billion change~~decline in net cash provided by (used in) investing activities primarily resulted from the following:

~~Liquid~~The increase in liquid assets reflect ~~a desire for~~our increased liquidity needs to meet the ~~needs~~demands of our members.

Securities held for investment ~~reflects~~primarily reflect the ~~continued paydown~~purchases made in our ~~investments~~trading security portfolio in 2018. Subject to FHFA limits, we also began purchasing MBS securities in our available-for-sale security portfolio. Our purchases were partially offset by continued paydowns in the rest of our investment security portfolio.

Advances reflect the ~~further~~ increase in advances outstanding during ~~2017, but at a slower rate than 2016.~~2018 due to strong member demand, as compared to the smaller increase in advances outstanding in 2017.

~~Table~~MPF Loans held in portfolio reflect the increase in MPF Loans outstanding during 2018 as compared to 2017 due to an increasing number of ~~Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

PFIs and the introduction of more competitive pricing for low balance MPF Loans.

Cash flows from financing activities with significant changes


Nine months ended September 30,	2017			2016			Change
Net cash provided by (used in) financing activities -
Six months ended June 30,										2018		2017
Consolidated obligation discount notes	$	9,493		$	(2,443	)	$	11,936		$	1,801	$	1,986
Consolidated obligation bonds	(1,077		)	7,496			(8,573		)	9,873		909
Payments for retirement of subordinated notes	—			(944		)	944
Capital stock										364		(179		)
Other	(96		)	(115		)	19			27		23
Net cash provided by (used in) financing activities	$	8,320		$	3,994		$	4,326		$	12,065	$	2,739

Our financing activities primarily reflect cash flows related to issuing and repaying consolidated obligations. The proceeds from ~~the net increases in~~ our discount notes and bonds were primarily utilized to fund ~~the net increases in~~ our investing activities as noted above. The ~~$4.3 billion change~~increase in net cash provided by (used in) financing activities primarily resulted from the following:

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

An increase in 2018 in the amount of our consolidated obligations used to fund the growth in our balance ~~sheet. We~~sheet, compared to 2017, when there was a smaller increase in our consolidated obligations outstanding. In 2018, we relied primarily on ~~shorter term discount notes~~consolidated obligation bonds for our funding, ~~in 2017~~as compared to ~~longer term bonds~~stronger reliance on discount notes in ~~2016.~~2017.

~~The payment for the retirement of our subordinated notes~~An increase in ~~2016.~~capital stock outstanding as members purchased capital stock to support their advance borrowings.

Capital Resources

Capital Rules

Under ~~our~~the Second Amended and Restated Capital Plan of the Federal Home Loan Bank of Chicago, effective October 1, 2015 (Capital Plan), our stock consists of two sub-classes of stock, Class B1 activity stock and Class B2 membership stock (together, Class B stock), both with a par value of $100 and redeemable on five years' written notice, subject to certain conditions. Each member is required to own capital stock in an amount equal to the greater of a membership stock requirement or an activity stock requirement. Class B1 activity stock is available ~~for purchase only~~ to support a member's activity stock requirement. Class B2 membership stock is available ~~to be purchased~~ to support a member's membership stock requirement and any activity stock requirement.

Under our Capital Plan, our Board of Directors may set a threshold of between $10,000 and $75 million on the amount of Class B2 membership stock that would otherwise be held for membership if a member has advances outstanding that have an activity stock requirement in excess of the threshold amount. In that case, the amount of Class B2 membership stock that exceeds such threshold and is necessary to support advance activity is automatically converted into Class B1 activity stock. That threshold is currently set at $10,000, which means that we will convert to Class B1 activity capital stock any capital stock supporting advances that exceeds the lesser of the member's membership requirement or $10,000.

The Board of Directors may periodically adjust members' activity stock requirement for certain new advances within a range of 2% and 6% of a member's outstanding advances. Our Board implemented this provision through ~~RCAP~~the Reduced Capitalization Advance Program (RCAP) as further discussed below. Each member’s activity stock requirement ~~remained~~remains at 4.5% for non-RCAP advances.

Our Capital Plan allows for an activity stock requirement for MPF Loans acquired for our portfolio within a range of 0% and 6%, which our Board has set at 0%. Should the Board decide to introduce this capital requirement, we intend to notify members sufficiently in advance of the change and apply that change only to future acquisitions.

The Board may periodically adjust members’ membership stock requirement within a range of 0.20% to 2% of a member’s mortgage assets. Each member’s membership stock requirement is the greater of either $10,000 or 0.40% of a member's mortgage assets. A member’s investment in membership stock is subject to a cap equal to the lesser of (1) a dollar cap set by the Board within a range of $10,000 and $75 million, and (2) 9.9% of our total capital stock outstanding as of the prior December 31. The cap on each member’s membership stock requirement is now $5 million, which is less than 9.9% of the Bank’s total capital stock outstanding at December 31, ~~2016,~~2017, and is thus the operative cap during the remainder of ~~2017~~2018 unless the Board sets a new cap.

Membership stock requirements will continue to be recalculated annually, whereas the activity stock requirement and any automatic conversion of Class B2 membership stock to Class B1 activity stock related to the threshold will apply on a daily basis.

~~For details on our capital stock requirement changes in 2016, see~~ ~~Capital Resource~~ ~~on page 54 of our 2016 Form 10-K.~~

~~Table of Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

We may only redeem or repurchase capital stock from a member if, following the redemption or repurchase, the member continues to meet its minimum investment requirement and we remain in compliance with our regulatory capital requirements as discussed in Note 11 - Capital and Mandatorily Redeemable Capital Stock (MRCS) to the financial statements in this Form 10-Q.

~~On July 3, 2017, the FHFA proposed to amend certain regulatory capital requirements for the FHLBs as further discussed in~~ ~~Legislative and Regulatory Developments~~ ~~on page 56.~~

Members that withdraw from membership must wait at least five years after their membership was terminated and all of their capital stock was redeemed or repurchased before being readmitted to membership in any FHLB.

For details on our capital stock requirements under our Capital Plan during 2017, see Capital Resource on page 53 of our 2017 Form 10-K. Under the terms of our Capital Plan, our Board of Directors is authorized to amend the Capital Plan, and the FHFA must approve all such amendments before they become effective.

For details on our minimum regulatory capital requirements see Note 11 - Capital and Mandatorily Redeemable Capital Stock (MRCS) to the financial statements in this Form 10-Q, and Minimum Capital Requirements on page F-44 of our 2017 Form 10-K.

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Reduced Capitalization Advance Program

RCAP allows members to borrow one or more advances with an activity stock requirement of only 2% for the life of the advance instead of the 4.5% requirement under our Capital Plan’s general ~~provisions as further discussed in~~ ~~Capital Resources~~ ~~on page 54 of our 2016 Form 10-K.~~provisions. As of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, RCAP advances outstanding total ~~$24.1~~$26.0 billion to ~~164~~158 members and ~~$22.7~~$24.7 billion to ~~147~~158 members, respectively.

Repurchase of Excess Capital Stock

~~On January 26,~~Beginning in 2017, we began repurchasing all excess Class B2 membership stock on a weekly basis at par value, i.e., $100 per ~~share~~share.. Members may continue to request repurchase of excess stock on any business day in addition to the weekly repurchase. All repurchases of excess stock, including automatic weekly repurchases, will continue until otherwise announced, but remain subject to our regulatory requirements, certain financial and capital thresholds, and prudent business practices.

~~Repurchase of excess capital stock held by members is subject to compliance with~~ For details on the financial and capital thresholds ~~as detailed~~ relating to repurchases, see Repurchase of Excess Capital Stock on page 57 of our ~~2016~~2017 Form 10-K.

Capital Amounts

The following table reconciles our capital reported in our statements of condition to the amount of capital stock reported for regulatory purposes. MRCS is included in the calculation of the regulatory capital and leverage ratios but is recorded in other liabilities in our statements of condition.

September 30, 2017 December 31, 2016 Change
Capital Stock $ 1,557
$ 1,711
$ (154 )
MRCS 308
301
7
Regulatory capital stock 1,865
2,012
(147 )
Retained earnings 3,219
3,020
199
Regulatory capital $ 5,084
$ 5,032
$ 52

Capital stock $ 1,557
$ 1,711
$ (154 )
Retained earnings 3,219
3,020
199
Accumulated other comprehensive income (loss) 96
(36 ) 132
GAAP capital $ 4,872
$ 4,695
$ 177



	June 30, 2018		December 31, 2017		Change
Capital Stock	$	1,805	$	1,443	$	362
MRCS	314		311		3
Regulatory capital stock	2,119		1,754		365
Retained earnings	3,428		3,297		131
Regulatory capital	$	5,547	$	5,051	$	496

Capital stock	$	1,805	$	1,443	$	362
Retained earnings	3,428		3,297		131
Accumulated other comprehensive income (loss)	122		112		10
GAAP capital	$	5,355	$	4,852	$	503

Accumulated other comprehensive income (loss) in the above table consists of changes in market value of various balance sheet accounts where the change is not recorded in earnings but are instead recorded in equity capital as the income (loss) is not yet realized. For details on these changes please see Note 12 - Accumulated Other Comprehensive Income (Loss) to the financial statements.

~~Table of Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

Although we have had no OTTI year to date in ~~2017,~~2018, credit deterioration may negatively impact our remaining private label MBS portfolio. We cannot predict if or when impairments will occur, or the impact these impairments may have on our retained earnings and capital position. See ~~page 28 of~~ the Risk Factors section on page 16 of our ~~2016~~2017 Form 10-K.

We may not pay dividends if we fail to satisfy our minimum capital and liquidity requirements under the FHLB Act and FHFA regulations.

On ~~October 24, 2017,~~July 26, 2018, our Board of Directors declared a ~~3.30%~~4.25% dividend (annualized) for Class B1 activity stock and a ~~1.25%~~1.70% dividend (annualized) for Class B2 membership stock based on our preliminary financial results for the ~~third~~second quarter of ~~2017.~~2018. This dividend, including dividends on mandatorily redeemable capital stock, totaled ~~$11~~$19 million and is scheduled for payment on ~~November~~August 15, ~~2017.~~2018. The Class B2 capital stock dividend is intended to enhance the value of membership; the Class B1 capital stock dividend reduces the effective cost of borrowing from the Bank and rewards our members who support the entire cooperative by using our advance products.

Although we continue to work to maintain our financial strength to support a reasonable dividend, any future dividend determination by our Board will be at our Board's sole discretion and will depend on future operating results, our Retained Earnings and Dividend Policy and any other factors the Board determines to be relevant. On October 24, 2017, our Board of Directors amended our Retained Earnings and Dividend Policy to include consideration of settlement risks relating to unsettled consolidated obligations and investment securities. For further information see Retained Earnings & Dividends on page 57 in our ~~2016~~2017 Form 10-K.

We continue to allocate 20% of our net income each quarter to a restricted retained earnings account in accordance with the Joint Capital Enhancement Agreement that we entered into with the other FHLBs, as further discussed in Joint Capital Enhancement Agreement on page ~~F-44~~F-45 in our ~~2016~~2017 Form 10-K.

~~Critical Accounting Policies~~

~~For a detailed description of our Critical Accounting Policies and Estimates see page 61 in our 2016 Form 10-K.~~

~~Also see~~ ~~Note 2 - Summary of Significant Accounting Policies~~ ~~and~~ ~~Note 3 - Recently Issued but Not Yet Adopted Accounting Standards~~ ~~to the financial statements in this Form 10-Q for the impact of changes in accounting policies and recently issued accounting standards on our financial results subsequent to December 31, 2016.~~

5249

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Risk Management - Credit Risk

Managing Our Credit Risk Exposure Related to Member Credit Products

Our credit risk rating system focuses primarily on our member's overall financial health and takes into account the member's asset quality, earnings, and capital position. For further information please see ~~Member~~ Credit Risk ~~Ratings~~ starting on page 6460 in our ~~2016~~2017 Form 10-K.

The following table presents the number of members and related credit outstanding to them by credit risk rating. Credit outstanding consists primarily of outstanding advances and letters of credit. MPF credit enhancement obligations, member derivative exposures, and other obligations make up the rest. Of the total credit outstanding, ~~$50.0~~$54.5 billion were advances (par value) and ~~$15.4~~$21.6 billion were letters of credit at ~~September~~June 30, ~~2017,~~2018, compared to ~~$45.0~~$48.0 billion and ~~$10.8~~$19.6 billion at December 31, ~~2016.~~2017.


	September 30, 2017									December 31, 2016									June 30, 2018					December 31, 2017
Rating	Borrowing Members	% of Total		Credit Outstanding		% of Total		Collateral Loan Value		Borrowing Members	% of Total		Credit Outstanding		% of Total		Collateral Loan Value		Borrowing Members	Credit Outstanding		Collateral Loan Value		Borrowing Members	Credit Outstanding		Collateral Loan Value
1-3	499	97	%	$	65,443	100	%	$	116,386	483	97	%	$	55,750	100	%	$	106,814	504	$	75,564	$	123,715	495	$	67,105	$	116,810
4	7	1	%	59		—	%	102		7	1	%	47		—	%	103		6	539		602		7	498		577
5	10	2	%	113		—	%	199		11	2	%	140		—	%	390		11	138		213		11	120		234
Total	516	100	%	$	65,615	100	%	$	116,687	501	100	%	$	55,937	100	%	$	107,307	521	$	76,241	$	124,530	513	$	67,723	$	117,621

The majority of members assigned a 4 rating in the above table were required to submit specific collateral listings and the majority of members assigned a 5 rating were required to deliver collateral to us or to a ~~third-party~~third party custodian on our behalf.

MPF Loans and Related Exposures

For details on our allowance for credit losses on MPF Loans, please see Note 8 - Allowance for Credit Losses to the financial statements.

Credit Risk Exposure - Our credit risk exposure on conventional MPF Loans held in portfolio is the potential for ~~financial loss~~credit losses due to borrower default on contractual principal and interest, which would result from the depreciation in the value of the real estate collateral securing the MPF Loan, offset by our ability to recover losses from PMI, Recoverable CE Fees, and the CE Amount which may include SMI. The PFI is required to pledge collateral to secure any portion of its CE Amount that is a direct obligation of the PFI. For further details see

Loss Structure for Credit Risk Sharing Products on page 9 of our 2017 Form 10-K, and Credit Risk Exposure and Setting Credit Enhancement Levels - Credit losses in a Master Commitment are first absorbed by the Bank’s FLA but, if applicable to the MPF product, we will withhold a PFI’s scheduled performance credit enhancement fee in order to reimburse ourselves for any losses allocated to the FLA. If the FLA is exhausted, the credit losses are then absorbed by the PFI’s CE Amount that is calculated by utilizing a third party’s credit model. For further details on the FLA and PFI’s CE Amount, refer to ~~Item 1- PFI Responsibilities~~on page ~~9 and~~ ~~Note 2 - MPF Risk Sharing Structure~~ ~~on page F-15 of the 2016 10-K.~~

Pursuant to the revised AMA regulation, effective January 18, 2017, we adjusted our methodology to set the PFI’s CE Amount. The PFI’s CE Amount is determined by the Bank with respect to an asset or a pool, based on documented analysis, that the Bank has a high degree of confidence that it will not bear material losses beyond the losses absorbed by the FLA, even under reasonably likely adverse changes to expected economic conditions.

The CE Amounts and the FLA for certain conventional MPF products held in our portfolio may be periodically reset lower for each Master Commitment after a required period of seasoning because the amount of credit enhancement necessary to maintain our risk of credit losses within our risk tolerance is usually reduced over time.

~~Table of Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

Under the MPF Plus product, the PFI is required to provide an SMI policy covering MPF Loans in the Master Commitment and having a deductible initially equal to the FLA. Certain SMI providers fell below the requirements in the MPF Guides and instead of replacing the SMI provider or indemnifying us for any losses, most PFIs elected to forfeit future performance CE Fees. Credit losses associated with Master Commitments where the SMI coverage has been discontinued are incorporated into the allowance for credit losses calculation. Such credit losses are immaterial.

~~The following table shows the status~~63 of our credit enhancement structure on conventional MPF Loans held in portfolio. Unpaid principal balances in this table include REO, as losses in REO impact, and are impacted by, the credit enhancement structure of a Master Commitment. As defined, the CE Amount includes SMI on the MPF Plus product. Government Loans are excluded from the table as they are not directly credit enhanced by the PFI.

As of September 30, 2017
MPF Product Type Unpaid Principal Balance 90+ Days Delinquent
FLA ^a

PFI's CE Amount ^b
100 $ 236
1.66% 4.91% 4.22%
125 1,216
0.22% 1.33% 1.42%
Plus 1,378
3.88% 5.95% 1.66%
35 32
—% 0.35% 2.89%
Original 1,104
0.71% 0.90% 7.07%


^a	~~For each product above, except MPF Original, a portion of losses experienced at the FLA level may be recovered through the withholding of performance-based CE Fees from PFIs.~~


^b	~~Credit losses on a loan may only be absorbed by the CE Amount in the Master Commitment related to the loan. For further detail refer to~~ ~~Note 2 - MPF Risk Sharing Structure~~ ~~on page F-15 of the 2016~~2017 Form 10-K.

Mortgage Repurchase Risk

For details on our mortgage repurchase risk in connection with our sale of MPF Loans to third party investors and MPF Loans securitized into MBS when a loan eligibility requirement or other warranty is breached, see Mortgage Repurchase Risk on page 6765 in our ~~2016~~2017 Form 10-K.

5450

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Investment Securities

We hold a variety of AA or better rated investment securities, mostly government backed or insured securities such as GSE debt and FFELP ABS, and we believe these investments are low risk. There were no material changes in the credit ratings of these securities since December 31, ~~2016.~~2017. For further details see Investment Securities by Rating on page 7067 in our ~~2016~~2017 Form 10-K. Except for private label MBS, we have never taken an impairment charge on our investment securities.

Our private label MBS are predominantly variable rate securities rated below investment grade (BBB). There were no material changes in overall credit quality since December 31, ~~2016,~~2017, nor have we acquired any new private label MBS. We last had an other-than-temporary impairment (OTTI) loss on private label MBS in 2012. We currently have unrealized gains on these securities as their market values have improved from the impaired values and subsequent to 2012 we have begun recording accretion gains on these securities back into income. For further details see Note 5 - Investment Securities to the financial statements.

Unsecured Short-Term Investments ~~Credit Exposure~~

~~For~~See Unsecured Short-Term Investmentspage 70 in our 2017 Form 10-K for further details on our unsecured short-term investments as well as policies and procedures to limit and monitor our unsecured credit risk ~~exposure, see page 72 in our 2016 Form 10-K.~~exposure.

The following table presents the credit ratings of our unsecured investment ~~credit exposures~~counterparties, organized by the domicile of the counterparty or, where the counterparty is a U.S. branch or agency office of a foreign commercial bank, by the domicile of the counterparty's ~~parent for U.S. branches and agency offices of foreign commercial banks.~~parent. This table does not reflect the foreign sovereign government's credit rating. The unsecured investment credit exposure presented in the table may not reflect the average or maximum exposure during the period as the table reflects only the balances at period end.


As of September 30, 2017	AA		A		BBB		Unrated		Total
As of June 30, 2018											AA		A		BBB		Total
Domestic U.S.
Interest-Bearing Deposits	$	—	$	750	$	—	$	—	$	750	$	—	$	775	$	—	$	775
Fed Funds Sold	—		—		147		27		174		1,500		1,000		170		2,670
U.S. branches and agency offices of foreign commercial banks - Federal Funds sold:
Australia	1,750		—		—		—		1,750		1,000		—		—		1,000
Canada	500		2,225		—		—		2,725		—		2,575		—		2,575
France	—		600		—		—		600		—		650		—		650
Japan	—		700		—		—		700
Netherlands	—		600		—		—		600		—		475		—		475
Norway	—		600		—		—		600		—		600		—		600
Sweden	2,000		700		—		—		2,700		1,500		700		—		2,200
Total unsecured credit exposure	$	4,250	$	6,175	$	147	$	27	$	10,599	$	4,000	$	6,775	$	170	$	10,945

All ~~$10.6~~$10.9 billion of the unsecured credit exposure shown in the above table were overnight investments.

5551

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Managing Our Credit Risk Exposure Related to Derivative Agreements

See Note 9 - Derivatives and Hedging Activities to the financial statements for a discussion of how we manage our credit risk exposure related to derivative agreements. We have credit exposure on net asset positions where we have not received adequate collateral from our counterparties. We also have credit exposure on net liability positions where we have pledged collateral in excess of our liability to a counterparty.

The following table presents our derivative positions where we have such credit exposures. The rating used was the lowest rating among the three largest ~~Nationally Recognized Statistical Rating Organizations.~~NRSROs. Non-cash collateral pledged consists of initial margin we posted through our FCMs, on behalf of the DCOs for cleared derivatives and is included in our derivative positions with credit exposure.


	Net Derivative Fair Value Before Collateral			Cash Collateral Pledged				Non-cash Collateral Pledged		Net Credit Exposure to Counterparties			Net Derivative Fair Value Before Collateral			Cash Collateral Pledged			Noncash Collateral Pledged		Net Credit Exposure to Counterparties
As of September 30, 2017
Non-member counterparties -
As of June 30, 2018
Nonmember counterparties -
Undercollateralized asset positions -
Bilateral derivatives -
BBB	$	2		$	(2	)		$	—	$	—		$	21		$	(20	)	$	—	$	1
Overcollateralized liability positions -
Bilateral derivatives -
AA rated													(2		)	2			—		—		^a
A rated	(71		)	72				—		1		^a	(34		)	38			—		4
Cleared derivatives	(6		)	—			^b	71		65			(10		)	—			74		64
Non-member counterparties	(75		)	70				71		66
Nonmember counterparties													(25		)	20			74		69
Member institutions	1			—				—		1			1			—			—		1
Total	$	(74	)	$	70			$	71	$	67		$	(24	)	$	20		$	74	$	70

As of December 31, 2016
Non-member counterparties -
As of December 31, 2017
Nonmember counterparties -
Undercollateralized asset positions -
Bilateral derivatives -
BBB													$	8		$	(8	)	$	—	$	—	^a
Overcollateralized liability positions -
Bilateral derivatives -
AA rated	$	(60	)	$	60			$	—	$	—	^a	(52		)	52			—		—		^a
A rated	(57		)	60				—		3			(75		)	76			—		1
Cleared derivatives	(206		)	198			^b	97		89			(6		)	—			67		61
Non-member counterparties	(323		)	318				97		92
Member institutions	2			—				—		2
Nonmember counterparties													(125		)	121			67		63
Member counterparties													1			—			—		1
Total	$	(321	)	$	318			$	97	$	94		$	(124	)	$	121		$	67	$	64


^a	Less than $1 million.

Effective in January of 2017 we began accounting for variation margin payments made to or received by the DCOs through our FCMs as settlements to our derivative assets and derivative liabilities. Accordingly, we no longer include variation margin in the ~~Cash Collateral Pledged~~ ~~column. See~~ ~~Note 1 - Background and Basis of Presentation,Note 2 - Summary of Significant Accounting Policies~~ ~~and~~ ~~Note 9 - Derivatives and Hedging Activities~~ ~~for further details.~~

5652

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Legislative and Regulatory Developments

Significant regulatory actions and developments are summarized below.

~~Information Security Management Advisory Bulletin~~

Adoption of Single-Counterparty Credit Limits for Bank Holding Companies and Foreign Banking Organizations by Board of Governors of the Federal Reserve System.

On ~~September 28, 2017,~~August 6, 2018, the ~~FHFA issued~~Board of Governors of the Federal Reserve System adopted a final rule establishing single-counterparty credit limits applicable to bank holding companies and foreign banking organizations with total consolidated assets of $250 billion or more, including global systemically important bank holding companies (“GSIBs”) in the United States. These entities are considered to be “covered companies” under the rule. The FHLBs are exempt from the limits and reporting requirements contained in this rule. However, credit exposure to individual FHLBs must be monitored, and reported on as required, by any entity that is a covered company under this rule.

Under the final rule, a covered company and its subsidiaries may not have aggregate net credit exposure to an ~~Advisory Bulletin~~FHLB and (in certain cases if applicable) economically interdependent entities in excess of 25% of the company’s tier 1 capital. Such credit exposure does not include advances from an FHLB, but generally includes collateral pledged to an FHLB in excess of a covered company’s outstanding advances. Also included toward a covered company’s net credit exposure is its investment in FHLB capital stock and debt instruments, deposits with an FHLB, FHLB-issued letters of credit where a covered company is the named beneficiary, and other obligations to an FHLB, including repurchase or reverse repurchase transactions net of collateral that ~~supersedes previous guidance~~create a credit exposure to an FHLB. Intra-day exposures are exempt from the final rule.

With respect to the FHLBs’ consolidated obligations held by a covered company, the company must monitor, and report on as required, its credit exposure for such obligations. It is not clear if the Federal Reserve will require consolidated obligations to be aggregated with other exposures to an ~~FHLB’s information security program.~~ FHLB or the FHLB System.

The ~~Advisory Bulletin describes three main components~~final rule gives major covered companies (i.e., GSIBs) until January 1, 2020 to comply; all other covered companies will have until July 1, 2020 to comply.

The Bank is continuing to study the overall effect of ~~an information security program and provides~~ the ~~expectation that each FHLB~~rule, but does not believe the rule will use a risk-based approach to implement its information security program. The Advisory Bulletin contains expectations related to (i) governance, including guidance related to roles and responsibilities, risk assessments, industry standards, and cyber-insurance; (ii) engineering and architecture, including guidance on network security, software security, and security of endpoints; and (iii) operations, including guidance on continuous monitoring, vulnerability management, baseline configuration, asset life cycle, awareness and training, incident response and recovery, user access management, data classification and protection, oversight of third parties, and threat intelligence sharing.

~~We do not expect this Advisory Bulletin to~~ materially affect ~~our~~its financial condition or results of operations.

~~Minority and Women Inclusion~~

On July 25, 2017, the FHFA published a final rule, effective August 24, 2017, amending its Minority and Women Inclusion regulations to clarify the scope of the FHLBs’ obligation to promote diversity and ensure inclusion. The final rule updates the existing FHFA regulations aimed at promoting diversity and the inclusion and use of minorities, women, and individuals with disabilities, and the businesses they own (MWDOB) in all FHLB business and activities, including management, employment, and contracting. The final rule will:

require the FHLBs to develop standalone diversity and inclusion strategic plans or incorporate diversity and inclusion into their existing strategic planning processes and adopt strategies for promoting diversity and ensuring inclusion;

~~encourage the FHLBs to expand contracting opportunities for minorities, women, and individuals with disabilities through subcontracting arrangements;~~

~~require the FHLBs to develop policies that address reasonable accommodations for employees to observe their religious beliefs;~~

~~require the FHLBs to amend their policies on equal opportunity in employment by adding sexual orientation, gender identity, and status as a parent to the list of protected classifications;~~

require the FHLBs to provide information in their annual reports to the FHFA about their efforts to advance diversity and inclusion through financial transactions, identification of ways in which FHLBs might be able to improve MWDOB business with the FHLB by enhancing customer access by MWDOB businesses, including through its affordable housing and community investment programs and strategies for promoting the diversity of supervisors and managers; and

~~require the FHLBs to classify and provide additional data in their annual reports about the number of and amounts paid under its contracts with MWDOB.~~

We do not expect this final rule to materially affect our financial condition or results of operations, but anticipate that it may result in increased compliance costs and substantially increase the amount of tracking, monitoring, and reporting that would be required of us.

5753

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

~~FHLB Capital Requirements~~

On July 3, 2017, the FHFA published a proposed rule to adopt, with amendments, the regulations of the Federal Housing Finance Board (predecessor to the FHFA) pertaining to the capital requirements for the FHLBs. The proposed rule would carry over most of the existing regulations without material change but would substantively revise the credit risk component of the risk-based capital requirement, as well as the limitations on extensions of unsecured credit. The main revisions would remove requirements that the FHLBs calculate credit risk capital charges and unsecured credit limits based on ratings issued by a nationally recognized statistical rating organization, and instead, require that the FHLBs establish and use their own internal rating methodology. With respect to derivatives, the proposed rule would impose a new capital charge for cleared derivatives, which under the existing rule do not carry a capital charge, to align with the Dodd-Frank Act’s clearing mandate. The proposed rule also would revise the percentages used in the regulation’s tables to calculate credit risk capital charges for advances and for non-mortgage assets. The FHFA proposes to retain, for now, the percentages used in the tables to calculate capital charges for mortgage-related assets, and to address the methodology for residential mortgage assets at a later date. While a March 2009 regulatory directive pertaining to certain liquidity matters will continue to remain in place, the FHFA also proposes to rescind certain minimum regulatory liquidity requirements for the FHLBs and address these liquidity requirements in a separate rulemaking.

We submitted a joint comment letter with the other FHLBs on August 31, 2017. We are continuing to evaluate the proposed rule but do not expect this rule, if adopted in final form, to materially affect our financial condition or results of operations.

~~Mandatory Contractual Stay Requirements for Qualified Financial Contracts (QFCs)~~

On September 12, 2017, the Federal Reserve Board (FRB) published a final rule, effective November 13, 2017, requiring certain global systemically important banking institutions (GSIBs) regulated by the FRB to amend their covered qualified financial contracts (QFCs) to prevent a counterparty’s immediate termination of, and limit the exercise of default rights under, the QFCs in the event of bankruptcy or receivership of the GSIB or an affiliate of the GSIB. QFCs include derivatives, repurchase agreements (known as repos) and reverse repos, and securities lending and borrowing agreements. On September 27, 2017, the Federal Deposit Insurance Corporation (FDIC) adopted a substantively identical final rule, effective January 1, 2018, with respect to QFCs entered into with certain FDIC-supervised institutions.

Although we are not a covered entity under these rules, as a counterparty to covered entities under QFCs, we may be required to amend QFCs entered into with FRB-regulated GSIBs or applicable FDIC-supervised institutions. We do not expect these final rules to materially affect our financial condition or results of operations.

~~Table of Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our Asset/Liability Management Committee provides oversight of risk management practices and policies. This includes routine reporting to senior Bank management and the Board of Directors, as well as maintaining the Income and Market Value Risk Policy, which defines our interest rate risk limits. The table below reflects the change in market risk limits under the policy.


	September 30, 2017						December 31, 2016						June 30, 2018						December 31, 2017
Scenario as of	Change in Market Value of Equity			Loss Limit			Change in Market Value of Equity			Loss Limit			Change in Market Value of Equity			Loss Limit			Change in Market Value of Equity			Loss Limit
-200 bp	$	222		$	(370	)	$	192		$	(370	)	$	132		$	(450	)	$	202		$	(370	)
-100 bp	74			(155		)	101			(155		)	55			(200		)	66			(155		)
-50 bp	32			(60		)	38			(60		)	34			(90		)	31			(60		)
-25 bp	15			(30		)	17			(30		)	18			(45		)	16			(30		)
+25 bp	(15		)	(30		)	(17		)	(30		)	(20		)	(45		)	(17		)	(30		)
+50 bp	(32		)	(60		)	(36		)	(60		)	(41		)	(90		)	(37		)	(60		)
+100 bp	(73		)	(155		)	(76		)	(155		)	(90		)	(200		)	(83		)	(155		)
+200 bp	(167		)	(370		)	(167		)	(370		)	(205		)	(450		)	(195		)	(370		)

Measurement of Market Risk Exposure

To measure our exposure, we discount the cash flows generated from modeling the terms and conditions of all interest rate-sensitive securities using current interest rates to determine their fair values or spreads to the swap curve for securities where third party prices are used. This includes considering explicit and embedded options using a lattice model or Monte Carlo simulation. We estimate yield curve, option, and basis risk exposures by calculating the fair value change in relation to various parallel changes in interest rates, implied volatility, prepayment speeds, spreads to the swap curve and mortgage rates.

The table below summarizes our sensitivity to various interest rate risk exposures in terms of changes in market value.

Option Risk Basis Risk
Yield Curve Risk Implied Volatility Prepayment Speeds Spread to Swap Curve Mortgage Spread
As of September 30, 2017 $ (1 ) $ (1 ) $ (3 ) (13 ) $ 1
As of December 31, 2016 (1 ) (1 ) (2 ) (14 ) 1



				Option Risk						Basis Risk
	Yield Curve Risk			Implied Volatility			Prepayment Speeds			Spread to Swap Curve		Mortgage Spread
As of June 30, 2018	$	(1	)	$	(2	)	$	(2	)	(12	)	$	1
As of December 31, 2017	(1		)	(2		)	(2		)	(13	)	1

Yield curve risk – Change in market value for a one basis point parallel increase in the swap curve.

Option risk (implied volatility) – Change in market value for a one percent parallel increase in the swaption volatility.

Option risk (prepayment speeds) – Change in market value for a one percent increase in prepayment speeds.

Basis risk (spread to swap curve) – Change in market value for a one basis point parallel increase in the spread to the swap curve.

Basis risk (mortgage spread) – Change in market value for a one basis point increase in mortgage rates.

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

As of ~~September~~June 30, 2018, our sensitivity to changes in implied volatility was $(2) million. At December 31, 2017, our sensitivity to changes in implied volatility was ~~$(1) million. At December 31, 2016, our sensitivity to changes in implied volatility was $(1)~~$(2) million. These sensitivities are limited in that they do not incorporate other risks, including but not limited to, non-parallel changes in yield curves, prepayment speeds, and basis risk related to differences between the swap and the other curves. Option positions embedded in our mortgage assets and callable debt impact our yield curve risk profile, such that swap curve changes significantly greater than one basis point cannot be linearly interpolated from the table above.

~~Table of Contents~~

~~(Dollars in tables in millions except per share amounts unless otherwise indicated)~~

Duration of equity is another measure to express interest rate sensitivity. We report the results of our duration of equity calculations to the FHFA each quarter. We measure duration of equity in a base case using the actual yield curve as of a specified date and then shock it with an instantaneous shift of the entire curve. The following table presents the duration of equity reported by us to the FHFA in accordance with the FHFA's guidance, which prescribes that down and up interest-rate shocks equal 200 basis points. The results are shown in years of duration equity.


	September 30, 2017			December 31, 2016			Duration of equity
Scenario as of	Down 200 bps	Base	Up 200 bps	Down 200 bps	Base	Up 200 bps	Down 200 bps	Base	Up 200 bps
Duration of equity	2.6	1.1	1.7	2.3	1.3	1.8
June 30, 2018							1.8	1.3	2.1
December 31, 2017							2.9	1.2	2.2

As of ~~September~~June 30, ~~2017,~~2018, on a U.S. GAAP basis, our fair value surplus (relative to book value) was ~~$385~~$325 million, and our market value of equity to book value of equity ratio was ~~107%~~106%, compared to ~~$388~~$371 million and ~~108%~~107% at December 31, ~~2016.~~2017. Our market to book value of total capital for regulatory risk-based capital purposes differs from this GAAP calculation, as discussed in Note 11 - Capital and Mandatorily Redeemable Capital Stock (MRCS) to the financial statements.

6055

Table of Contents

^{Federal Home Loan Bank of Chicago}

(Dollars in tables in millions except per share amounts unless otherwise indicated)

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the Evaluation Date). Based on this evaluation, the principal executive officer and principal financial officer concluded as of the Evaluation Date that the disclosure controls and procedures were effective such that information relating to us that is required to be disclosed in reports filed with the SEC (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

For the most recent quarter presented in this Form 10-Q, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Consolidated Obligations

Our disclosure controls and procedures include controls and procedures for accumulating and communicating information relating to our joint and several liability for the consolidated obligations of other FHLBs. For further information, see Item 9A. Controls and Procedures on page 8481 of our ~~2016~~2017 Form 10-K.

6156

Table of Contents

^{Federal Home Loan Bank of Chicago}

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

For a discussion of the litigation relating to private label MBS bonds purchased by the Bank, see Item 3. Legal Proceedings on page 3130 of our ~~2016~~2017 Form 10-K.

The Bank may also be subject to various other legal proceedings arising in the normal course of business. After consultation with legal counsel, management is not aware of any other proceedings that might have a material effect on the Bank's financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the information presented in this report, readers should carefully consider the factors set forth in the Risk Factors section on page 1816 in our ~~2016~~2017 Form 10-K, which could materially affect our business, financial condition, or future results. These risks are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also severely affect us.

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

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

6257

Table of Contents

^{Federal Home Loan Bank of Chicago}

Item 6. Exhibits.




10.1	Employment Agreement between the Federal Home Loan Bank of Chicago and Matthew R. Feldman, effective January 1, 2018

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer

31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer

32.1	Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer

32.2	Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer

101.INS	XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

^aFiled as Exhibit 10.1 with our Form 8-K on May 25, 2018, SEC FIle No. 000-51401

6358

Table of Contents

^{Federal Home Loan Bank of Chicago}

Glossary of Terms

Advances: Secured loans to members.

ABS: Asset backed securities.

AFS: Available-for-sale securities.

AOCI: Accumulated Other Comprehensive Income.

Capital Plan: The Second Amended and Restated Capital Plan of the Federal Home Loan Bank of Chicago, effective as of October 1, 2015.

CE Amount: A PFI's assumption of credit risk on conventional MPF Loan products held in an MPF Bank's portfolio that are funded by, or sold to, an MPF Bank by providing credit enhancement either through a direct liability to pay credit losses up to a specified amount or through a contractual obligation to provide SMI. Does not apply to the MPF Government, MPF Xtra, MPF Direct or MPF Government MBS product.

CE Fee: Credit enhancement fee. PFIs are paid a credit enhancement fee for managing credit risk and in some instances, all or a portion of the CE Fee may be performance based.

CFTC: Commodity Futures Trading Commission

Consolidated Obligations (CO): FHLB debt instruments (bonds and discount notes) which are the joint and several liability of all FHLBs; issued by the Office of Finance.

Consolidated obligation bonds: Consolidated obligations that make periodic interest payments with a term generally over one year, although we have issued for terms of less than one year.

DCO: Derivatives Clearing Organization. A clearinghouse, clearing association, clearing corporation, or similar entity that enables each party to an agreement, contract, or transaction to substitute, through novation or otherwise, the credit of the DCO for the credit of the parties; arranges or provides, on a multilateral basis, for the settlement or netting of obligations; or otherwise provides clearing services or arrangements that mutualize or transfer credit risk among participants.

Discount notes: Consolidated obligations with a term of one year or less, which sell at less than their face amount and are redeemed at par value when they mature.

Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted July 21, 2010.

Excess capital stock: Capital stock held by members in excess of their minimum investment requirement.

Fannie Mae: Federal National Mortgage Association.

FASB: Financial Accounting Standards Board.

FCM: Futures Commission Merchant.

FFELP: Federal Family Education Loan Program.

FHFA: Federal Housing Finance Agency - The Housing and Economic Recovery Act of 2008 enacted on July 30, 2008 created the Federal Housing Finance Agency which became the regulator of the FHLBs.

FHLB Act: The Federal Home Loan Bank Act of 1932, as amended.

FHLBs: The 11 Federal Home Loan Banks or subset thereof.

FHLB System: The 11 FHLBs and the Office of Finance.

FHLBC: The Federal Home Loan Bank of Chicago.

FHLB Chicago: The Federal Home Loan Bank of Chicago.

6459

Table of Contents

^{Federal Home Loan Bank of Chicago}

FLA: First loss account is a memo account used to track the MPF Bank's exposure to losses until the CE Amount is available to cover losses.

Freddie Mac: Federal Home Loan Mortgage Corporation.

GAAP: Generally accepted accounting principles in the United States of America.

Ginnie Mae: Government National Mortgage Association.

Ginnie Mae MBS: Mortgage-backed securities guaranteed by Ginnie Mae.

Government Loans: Mortgage loans insured or guaranteed by the Federal Housing Administration (FHA), the Department of Housing and Urban Development (HUD), the Department of Veteran Affairs (VA) or Department of Agriculture Rural Housing Service (RHS).

GSE: Government sponsored enterprise.

HFS: Held for sale.

HTM: Held-to-maturity securities.

LIBOR: London Interbank Offered Rate.

Master Commitment (MC): Pool of MPF Loans purchased or funded by an MPF Bank.

MBS: Mortgage-backed securities.

Moody's: Moody's Investors Service.

MPF^®: Mortgage Partnership Finance.

MPF Banks: FHLBs that participate in the MPF program.

MPF Direct product: The MPF Program product under which we acquire non-conforming (jumbo) MPF Loans from PFIs without any CE Amount and concurrently resell them to a third party investor.

MPF Government MBS product: The MPF Program product under which we aggregate Government Loans acquired from PFIs in order to issue securities guaranteed by the Ginnie Mae that are backed by such Government Loans.

MPF ~~Guides:~~ ~~MPF Program Guide, MPF Selling Guide, and MPF Servicing Guide including the Selling and Servicing Guides and manuals for specific MPF Loan products.~~

~~MPF~~ Loans: Conventional and government mortgage loans secured by one-to-four family residential properties with maturities from five to 30 years or participations in such mortgage loans that are acquired under the MPF Program.

MPF Program: A secondary mortgage market structure that provides liquidity to FHLB members that are PFIs through the purchase or funding by an FHLB of MPF Loans.

MPF Xtra^® product: The MPF Program product under which we acquire MPF Loans from PFIs without any CE Amount and concurrently resell them to Fannie Mae.

MRCS: Mandatorily redeemable capital stock.

NRSRO: Nationally Recognized Statistical Rating Organization.

Office of Finance: A joint office of the FHLBs established by the Finance Board to facilitate issuing and servicing of consolidated obligations.

OTTI: Other-than-temporary impairment.

PFI: Participating Financial Institution. A PFI is a member (or eligible housing associate) of an MPF Bank that has applied to and been accepted to do business with its MPF Bank under the MPF Program.

6560

Table of Contents

^{Federal Home Loan Bank of Chicago}

PMI: Primary Mortgage Insurance.

PwC: PricewaterhouseCoopers LLP.

RCAP: Reduced Capitalization Advance Program.

Recorded Investment: Recorded investment in a loan is its amortized cost basis plus related accrued interest receivable, if any. Recorded investment is not net of an allowance for credit losses but is net of any direct charge-off on a loan. Amortized cost basis is defined as either the amount funded or the cost to purchase MPF Loans. Specifically, the amortized cost basis includes the initial fair value amount of the delivery commitment as of the purchase or settlement date, agent fees (i.e., market risk premiums or discounts paid to or received from PFIs), if any, subsequently adjusted, if applicable, for accretion, amortization, collection of cash, charge-offs, and cumulative basis adjustments related to fair value hedges.

Recoverable CE Fee: Under the MPF Program, the PFI may receive a contingent performance based credit enhancement fee whereby such fees are reduced up to the amount of the FLA by losses arising under the Master Commitment.

Regulatory capital: Regulatory capital stock plus retained earnings.

Regulatory capital stock: The sum of the paid-in value of capital stock and mandatorily redeemable capital stock.

REO: Real estate owned.

SEC: Securities and Exchange Commission.

SMI: Supplemental mortgage insurance.

System or FHLB System: The Federal Home Loan Bank System consisting of the 11 Federal Home Loan Banks and the Office of Finance.

UPB: Unpaid Principal Balance.

U.S.: United States

6661

Table of Contents

^{Federal Home Loan Bank of Chicago}

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		FEDERAL HOME LOAN BANK OF CHICAGO

		/s/ Matthew R. Feldman
		Name:	Matthew R. Feldman
		Title:	President and Chief Executive Officer
Date:	~~November 6, 2017~~August 7, 2018	(Principal Executive Officer)

		/s/ Roger D. Lundstrom
		Name:	Roger D. Lundstrom
		Title:	Executive Vice President and Chief Financial Officer
Date:	~~November 6, 2017~~August 7, 2018	(Principal Financial Officer and Principal Accounting Officer)

S-1



	Level 2			Level 3		Netting and Cash Collateral			Fair Value
September 30, 2017
U.S. Government & other government related non-MBS	$	201		$	—				$	201
GSE residential MBS	34			—					34
U.S. Governmental-guaranteed residential MBS	1			—					1
Trading securities	236			—					236
U.S. Government & other government related non-MBS	279			—					279
State or local housing agency non-MBS	20			—					20
FFELP ABS	4,315			—					4,315
GSE residential MBS	7,790			—					7,790
U.S. Government guaranteed residential MBS	1,076			—					1,076
Private label residential MBS	—			52					52
Available-for-sale securities	13,480			52					13,532
Advances held at fair value	785			—					785
Derivative assets	357			—		$	(354	)	3
Other assets held at fair value	171			—					171
Financial assets at fair value	$	15,029		$	52	$	(354	)	$	14,727
Consolidated obligation discount notes held at fair value	$	(872	)	$	—				$	(872	)
Consolidated obligation bonds held at fair value	(5,206		)	—					(5,206		)
Derivative liabilities	(660		)	—		$	632		(28		)
Financial liabilities at fair value	$	(6,738	)	$	—	$	632		$	(6,106	)

December 31, 2016
U.S. Government & other government related non-MBS	$	1,005		$	—				$	1,005
GSE residential MBS	39			—					39
U.S. Governmental-guaranteed residential MBS	1			—					1
Trading securities	1,045			—					1,045
U.S. Government & other government related non-MBS	336			—					336
State or local housing agency non-MBS	19			—					19
FFELP ABS	4,572			—					4,572
GSE residential MBS	8,555			—					8,555
U.S. Government guaranteed residential MBS	1,380			—					1,380
Private label residential MBS	—			56					56
Available-for-sale securities	14,862			56					14,918
Advances held at fair value	672			—					672
Derivative assets	474			—		$	(468	)	6
Other assets held at fair value	44			—					44
Financial assets at fair value	$	17,097		$	56	$	(468	)	$	16,685
Consolidated obligation discount notes held at fair value	$	(6,368	)	$	—				$	(6,368	)
Consolidated obligation bonds held at fair value	(5,443		)	—					(5,443		)
Derivative liabilities	(1,161		)	—		$	1,118		(43		)
Financial liabilities at fair value	$	(12,972	)	$	—	$	1,118		$	(11,854	)



	As of September 30, 2017
MPF Product Type	Unpaid Principal Balance		90+ Days Delinquent	FLA ^a	PFI's CE Amount ^b
100	$	236	1.66%	4.91%	4.22%
125	1,216		0.22%	1.33%	1.42%
Plus	1,378		3.88%	5.95%	1.66%
35	32		—%	0.35%	2.89%
Original	1,104		0.71%	0.90%	7.07%