Federal Home Loan Bank Of San Francisco 10-K 2019 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  _______________________________________________________

FORM 10-K

_______________________________________________________

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

For the fiscal year ended December 31, 2019

OR

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

Commission File Number: 000-51398

FEDERAL HOME LOAN BANK OF SAN FRANCISCO

(Exact name of registrant as specified in its charter)

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Federally chartered corporation		94-6000630
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)
333 Bush Street, Suite 2700
San Francisco,	CA	94104
(Address of principal executive offices)		(Zip code)

(415) 616-1000

(Registrant's telephone number, including area code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
—	—	—

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class B Stock, par value $100

(Title of class)

________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes    ☒  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes    ☒  No

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    ☒  Yes    ☐ No

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 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

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.      ☐

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

Registrant's capital stock is not publicly traded and is only issued to members of the registrant. Such capital stock is issued and redeemed at par value, $100 per share, subject to certain regulatory and statutory limits. At June 30, 2019, the aggregate par value of the capital stock held by shareholders of the registrant was approximately $3,105 million. At February 29, 2020, the total shares of capital stock outstanding, including mandatorily redeemable capital stock, totaled 31,078,364.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Federal Home Loan Bank of San Francisco

2019 Annual Report on Form 10-K

Table of Contents

PART I.
Item 1.	Business	1
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3	Legal Proceedings	19
Item 4	Mine Safety Disclosures	20
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	22
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
	Overview	24
	Results of Operations	25
	Financial Condition	32
	Liquidity and Capital Resources	41
	Risk Management	44
	Critical Accounting Policies and Estimates	73
	Recently Issued Accounting Guidance and Interpretations	77
	Recent Developments	77
	Off-Balance Sheet Arrangements and Aggregate Contractual Obligations	78
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	79
Item 8.	Financial Statements and Supplementary Data	80
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	158
Item 9A.	Controls and Procedures	158
Item 9B.	Other Information	159
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	160
Item 11.	Executive Compensation	167
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	195
Item 13.	Certain Relationships and Related Transactions, and Director Independence	196
Item 14.	Principal Accounting Fees and Services	199
PART IV.
Item 15.	Exhibits, Financial Statement Schedules	201
SIGNATURES		203

PART I.

ITEM 1. BUSINESS

At the Federal Home Loan Bank of San Francisco (Bank), our purpose is to enhance the availability of credit for residential mortgages and economic development by providing a readily available, competitively priced source of funds for housing and community lenders. We are a wholesale bank—we link our customers to the global capital markets and seek to manage our own liquidity and interest rate risk so that funds are available when our customers need them. By providing needed liquidity and financial risk management tools, our credit programs enhance competition in the mortgage market and benefit homebuyers and communities.

We are one of 11 regional Federal Home Loan Banks (FHLBanks) that serve the United States as part of the Federal Home Loan Bank System. Each FHLBank operates as a separate federally chartered corporation with its own board of directors, management, and employees. The FHLBanks were organized under the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act), and are government-sponsored enterprises (GSEs). The FHLBanks are not government agencies and do not receive financial support from taxpayers. The U.S. government does not guarantee, directly or indirectly, the debt securities or other obligations of the Bank or the FHLBank System. The FHLBanks are regulated by the Federal Housing Finance Agency (Finance Agency), an independent federal agency.

We have a cooperative ownership structure. To access our products and services, a financial institution must be approved for membership and purchase capital stock in the Bank. The member’s capital stock requirement is generally based on its use of Bank products, subject to a minimum asset-based membership requirement that is intended to reflect the value to the member of having ready access to the Bank as a reliable source of competitively priced funds. Bank capital stock is issued, transferred, redeemed, and repurchased at its par value of $100 per share, subject to certain regulatory and statutory limits. It is not publicly traded.

Our members may include federally insured and regulated financial depositories, regulated insurance companies that are engaged in residential housing finance, community development financial institutions (CDFIs) that have been certified by the CDFI Fund of the U.S. Treasury Department, and privately insured, state-chartered credit unions. Financial depositories may include commercial banks, credit unions, industrial loan companies, and savings institutions. CDFIs may include community development loan funds, community development venture capital funds, and privately insured, state-chartered credit unions. All members have a principal place of business located in Arizona, California, or Nevada, the three states that make up the Eleventh District of the FHLBank System. Our members range in size from $6 million to over $207 billion in assets.

Our primary business is providing competitively priced, collateralized loans, known as advances, to our members and certain qualifying housing associates. We accept a wide range of collateral types, some of which cannot be readily pledged elsewhere or readily securitized. Members use their access to advances to support their mortgage loan portfolios, lower their funding costs, facilitate asset-liability management, reduce on-balance sheet liquidity, offer a wider range of mortgage products to their customers, and improve profitability.

As of December 31, 2019, we had advances and capital stock, including mandatorily redeemable capital stock, outstanding to the following types of institutions:

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				Advances
(Dollars in millions)	Total Number of Institutions	Capital Stock Outstanding		Number of Institutions	Par Value of Advances Outstanding
Commercial banks	145	$	2,048	76	$	52,471
Savings institutions	13	106		7	837
Credit unions	149	751		54	5,767
Industrial loan companies	4	2		4	58
Insurance companies	16	87		4	759
Community development financial institutions	7	6		5	102
Total member institutions	334	3,000		150	59,994
Housing associates eligible to borrow	2	—		—	—
Other nonmember institutions(1)	3	138		2	5,094
Total	339	$	3,138	152	$	65,088

(1) Nonmember institutions may be former members or may have acquired the advances and capital stock of a former member. Capital stock held by nonmember shareholders is classified as mandatorily redeemable capital stock, a liability. Nonmember shareholders with advances outstanding are required to meet the Bank's applicable credit, collateral, and capital stock requirements, including requirements regarding creditworthiness and collateral borrowing capacity. Nonmembers (including former members and member successors) are not eligible to borrow new advances from the Bank or renew existing advances as they mature.

To fund their operations, the FHLBanks issue debt in the form of consolidated obligation bonds and discount notes (jointly referred to as consolidated obligations) through the FHLBanks’ Office of Finance, the fiscal agent for the issuance and servicing of consolidated obligations on behalf of the FHLBanks. Because the FHLBanks’ consolidated obligations are rated Aaa/P-1 by Moody’s Investors Service (Moody’s) and AA+/A-1+ by S&P Global Ratings (S&P) and because of the FHLBanks’ GSE status, the FHLBanks are generally able to raise funds at rates that are typically at a small to moderate spread above U.S. Treasury security yields. Our cooperative ownership structure allows us to pass along the benefit of these low funding rates to our members.

Members also benefit from our affordable housing and economic development programs, which provide grants and below-market-rate loans that support members’ involvement in creating affordable housing and revitalizing communities.

Our Business Model

Our cooperative ownership structure has led us to develop a business model that is different from that of a typical financial services firm. Our business model is based on the premise that we maintain a balance between our objective to promote housing, homeownership, and community and economic development through our activities with members and our objective to provide a return on the private capital provided by our members through their investment in the Bank’s capital stock.

We require our members to purchase capital stock to support their activities with the Bank. We leverage this capital stock and the Bank’s retained earnings by using our GSE status to borrow funds in the capital markets at rates that are generally at a small to moderate spread above U.S. Treasury security yields. We lend these funds to our members at rates that are competitive with the cost of most wholesale borrowing alternatives available to our largest members.

We may also invest in residential mortgage-backed securities (MBS) up to the regulatory policy limit of three times regulatory capital, which is composed of retained earnings and capital stock, including mandatorily redeemable capital stock. Our MBS investments include agency-issued MBS that are guaranteed through the direct obligation of or are supported by the U.S. government and private-label residential MBS (PLRMBS) that were AAA-rated at the time of purchase. We also have a portfolio of residential mortgage loans purchased from members. Earnings on these MBS investments and mortgage loans provide us with the financial flexibility to continue providing cost-effective credit and liquidity to our members. While the mortgage assets we hold are intended to increase our earnings, they also modestly increase our credit and interest rate risk.

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Additional information about our investments is provided in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – Investments.”

Our financial strategies are designed to enable us to safely expand and contract our assets, liabilities, and capital as our member base and our members' credit needs change. Our capital increases when members are required to purchase additional capital stock as they increase their advances borrowings, and it contracts when we repurchase excess capital stock from members as their advances decline. As a result of these strategies, we have been able to achieve our mission by meeting member credit needs and maintaining our strong regulatory capital position, while paying dividends (including dividends on mandatorily redeemable capital stock) and repurchasing and redeeming excess capital stock. Information regarding the Bank’s dividends and the repurchase of excess capital stock is provided in “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital – Excess Stock Repurchase, Retained Earnings, and Dividend Framework.”

Products and Services

Advances. We offer our members and housing associates a wide array of fixed and adjustable rate loans, called advances, with maturities ranging from one day to 30 years, that are secured with eligible mortgage loans and other collateral. Our advance products are designed to help members and housing associates compete effectively in their markets and meet the credit needs of their communities. For members and housing associates that choose to retain the mortgage loans they originate as assets (portfolio lenders), advances serve as a funding source for a variety of conforming and nonconforming mortgage loans, including multifamily mortgage loans. As a result, advances support an array of housing market segments, including those focused on low- and moderate-income households. For members or housing associates that sell or securitize mortgage loans and other assets, advances can provide interim funding.

Our credit products also help members and housing associates with their asset-liability management. Members and housing associates can use a wide range of advance types, with different maturities and payment characteristics, to match the characteristics of their assets and reduce their interest rate risk. We offer advances that are callable at the member's or housing associate’s option and advances with embedded option features (such as caps and floors), which can reduce the interest rate risk associated with holding fixed rate mortgage loans and adjustable rate mortgage loans with interest rate caps in the member's portfolio.

We offer both standard and customized advance structures. Standard advances include fixed and adjustable rate advance products with different maturities, interest rates, and payment characteristics. Fixed rate advances generally have maturities ranging from one day to 30 years. Adjustable rate advances generally have maturities ranging from less than 30 days to 10 years, with the interest rates resetting periodically at a fixed spread to a specified index. Customized advances may include:

• advances with non-standard indices;

• advances with embedded option features (such as interest rate caps, floors, and call and put options);

• amortizing advances; and

• advances with full and partial prepayment symmetry. (Full and partial prepayment symmetry are product features under which the Bank may charge a prepayment fee or pay a prepayment credit, depending on certain circumstances, such as movements in interest rates, if the advance is prepaid.)

For each customized advance, we typically execute a derivative to enable us to offset the customized features embedded in the advance.

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

Because of the funding alternatives available to our largest borrowers, we establish advances prices that take into account the cost of alternative market choices available to our largest members each day. We offer the same

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advances prices to all members and housing associates each day, which means that all members and housing associates benefit from this pricing strategy. In addition, if further price concessions are negotiated with any member or housing associate to reflect market conditions on a given day, those price concessions are also made available to all members and housing associates for the same product with the same terms on the same day.

Standby Letters of Credit. We issue standby letters of credit to support certain obligations of members to third parties. Members may use standby letters of credit issued by the Bank to facilitate residential housing finance and community lending, to achieve liquidity and asset-liability management goals, to secure certain state and local agency deposits, and to provide credit support to certain tax-exempt bonds. Our underwriting and collateral requirements for standby letters of credit are generally the same as our underwriting and collateral requirements for advances, but may differ in cases where member creditworthiness is impaired.

Investments. We invest in high-quality investments to facilitate our role as a cost-effective provider of credit and liquidity to members and to enhance the Bank's earnings. We have adopted credit policies and exposure limits for investments that support liquidity and diversification of risk. These policies restrict the amounts and terms of our investments according to our own capital position as well as the capital and creditworthiness of the individual counterparties, with different unsecured credit limit policies for members and nonmembers. When we execute investments with members, we may give consideration to their secured credit availability with the Bank and our advances price levels.

We may invest in short-term unsecured interest-bearing deposits, Federal funds sold, negotiable certificates of deposit, and commercial paper. We may also invest in U.S. Treasury obligations as well as short-term secured transactions, such as U.S. Treasury resale agreements.

In addition, our investments include agency residential MBS, which are guaranteed through the direct obligation of, or are supported by, the U.S. government, and PLRMBS, all of which were AAA-rated at the time of purchase. Some of these PLRMBS were issued by or purchased from members, former members, or their respective affiliates. We execute all MBS investments without preference to the status of the counterparty or the issuer of the investment as a nonmember, member, or affiliate of a member. The Bank has not purchased any PLRMBS since the first quarter of 2008.

Additional information about our investments and other-than-temporary impairment (OTTI) charges associated with our PLRMBS is provided in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – Investments” and in “Item 8. Financial Statements and Supplementary Data – Note 7 – Other-Than-Temporary Impairment Analysis.”

Mortgage Loans. Under the Mortgage Partnership Finance® (MPF®) Program, the Bank may purchase from members, for its own portfolio, conventional conforming fixed rate mortgage loans under the MPF Original product and mortgage loans insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs under the MPF Government product. In addition, the Bank may facilitate the purchase of conforming fixed rate mortgage loans from members for concurrent sale to Fannie Mae under the MPF Xtra® product; of jumbo fixed rate mortgage loans for concurrent sale to Redwood Residential Acquisition Corporation, a subsidiary of Redwood Trust, Inc., a real estate investment trust, under the MPF Direct product; and of government-insured or government-guaranteed mortgage loans that will be packaged into securities backed by the mortgage loans and guaranteed by Ginnie Mae under the MPF Government MBS product. (“Mortgage Partnership Finance,” “MPF,” and “MPF Xtra” are registered trademarks of the FHLBank of Chicago.)

The Bank has approved 37 members as participating financial institutions since renewing its participation in the MPF Program in 2013. We previously purchased conventional conforming fixed rate residential mortgage loans from participating financial institutions from May 2002 to October 2006. The MPF Program allows us to further serve the needs of our members by offering them a competitive alternative secondary market channel for their mortgage originations. The MPF Government and MPF Government MBS products also allow us to offer members a new mechanism to help low- and moderate-income homeowners and first-time homebuyers.

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Affordable Housing Program. Through our Affordable Housing Program (AHP), we provide subsidies to assist in the purchase, construction, or rehabilitation of housing for households earning up to 80% of the median income for the area in which they live. Each year, to fund the AHP, we set aside 10% of the current year’s net earnings (income before interest expense related to dividends paid on mandatorily redeemable capital stock and the assessment for the AHP), to be awarded in the following year. Since 1990, we have awarded nearly $1.2 billion in AHP subsidies to support the purchase, development, or rehabilitation of approximately 143,000 affordable homes.

We allocate at least 65% of our annual AHP subsidy to our competitive AHP, under which applications for specific owner-occupied and rental housing projects are submitted by members and are evaluated and scored by the Bank in an annual competitive process. All subsidies for the competitive AHP are funded to affordable housing sponsors or developers through our members in the form of direct subsidies or subsidized advances.

We allocate the remainder of our annual AHP subsidy, up to 35%, to our two homeownership set-aside programs, the Individual Development and Empowerment Account Program and the Workforce Initiative Subsidy for Homeownership Program. Under these programs, members reserve funds from the Bank to be used as matching grants for eligible first-time homebuyers.

Access to Housing and Economic Assistance for Development (AHEAD) Program. AHEAD Program grants, funded annually at the discretion of our Board of Directors, provide funding for targeted economic development projects and non-AHP-eligible housing initiatives that create or preserve jobs, deliver social services, training or education programs, or provide other services and programs that benefit low- and moderate-income communities. AHEAD Program applications are submitted by members working with local community groups, and awards are based on project eligibility and evaluation of the applications. In 2019, the Bank awarded $1.5 million in AHEAD Program grants and $0.8 million in AHEAD disaster relief grants.

Discounted Credit Programs. We offer members two discounted credit programs available in the form of advances and standby letters of credit. Members may use the Community Investment Program to fund mortgages for low- and moderate-income households, to finance first-time homebuyer programs, to create and maintain affordable housing, and to support other eligible lending activities related to housing or economic development for low- and moderate-income families. Members may use the Advances for Community Enterprise (ACE) Program to fund projects and activities that create or retain jobs or provide services or other benefits for low- and moderate-income people and communities. Members may also use ACE Program funds to support eligible community lending and economic development, including small business, community facilities, and public works projects.

Funding Sources

We obtain most of our funds from the sale of the FHLBanks’ debt instruments (consolidated obligations), which consist of consolidated obligation bonds and discount notes. The consolidated obligations are issued through the Office of Finance using authorized securities dealers and are backed only by the financial resources of the FHLBanks. As provided by the FHLBank Act or regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The regulations provide a general framework for addressing the possibility that an FHLBank may be unable to repay the consolidated obligations for which it is the primary obligor. For more information, see “Item 8. Financial Statements and Supplementary Data – Note 20 – Commitments and Contingencies.” We have never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of December 31, 2019, and through the date of this report, we do not believe that it is probable that we will be asked to do so.

The Bank’s status as a GSE is critical to maintaining its access to the capital markets. Although consolidated obligations are backed only by the financial resources of the FHLBanks and are not guaranteed by the U.S. government, the capital markets have traditionally treated the FHLBanks’ consolidated obligations as a close alternative to federal agency debt, providing the FHLBanks with access to funding at relatively favorable rates. As of December 31, 2019, S&P rated the FHLBanks’ consolidated obligations AA+/A-1+, and Moody’s rated them

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Aaa/P-1. As of December 31, 2019, S&P assigned each of the FHLBanks a long-term credit rating of AA+ with a stable outlook, and Moody's assigned each of the FHLBanks a long-term credit rating of Aaa with a stable outlook. Changes in the long-term credit ratings of individual FHLBanks do not necessarily affect the credit rating of the consolidated obligations issued on behalf of the FHLBanks. Rating agencies may change or withdraw a rating from time to time because of various factors, including operating results or actions taken, business developments, or changes in their opinion regarding, among other factors, the general outlook for a particular industry or the economy.

Regulations govern the issuance of debt on behalf of the FHLBanks and related activities. All new debt is jointly issued by the FHLBanks through the Office of Finance, which serves as their fiscal agent in accordance with the FHLBank Act and applicable regulations. Pursuant to these regulations, the Office of Finance, often in conjunction with the FHLBanks, has adopted policies and procedures for consolidated obligations that may be issued by the FHLBanks. The policies and procedures relate to the frequency and timing of issuance, issue size, minimum denomination, selling concessions, underwriter qualifications and selection, currency of issuance, interest rate change or conversion features, call or put features, principal amortization features, and selection of clearing organizations and outside counsel. The Office of Finance has responsibility for facilitating and approving the issuance of the consolidated obligations in accordance with these policies and procedures. In addition, the Office of Finance has the authority to redirect, limit, or prohibit the FHLBanks’ requests to issue consolidated obligations that are otherwise allowed by its policies and procedures if it determines that its action is consistent with: (i) the regulatory requirement that consolidated obligations be issued efficiently and at the lowest all-in cost over time, consistent with prudent risk management practices, prudent debt parameters, short- and long-term market conditions, and the FHLBanks’ status as GSEs; (ii) maintaining reliable access to the short-term and long-term capital markets; and (iii) positioning the issuance of debt to take advantage of current and future capital markets opportunities. The authority of the Office of Finance to redirect, limit, or prohibit the Bank’s requests for issuance of consolidated obligations has never adversely affected the Bank’s ability to finance its operations. The Office of Finance also services all outstanding FHLBank debt, serves as a source of information for the FHLBanks on developments in the capital markets, and prepares the FHLBanks’ quarterly and annual combined financial reports. In addition, it administers the Resolution Funding Corporation and the Financing Corporation, two corporations established by Congress in the 1980s to provide funding for the resolution and disposition of insolvent savings institutions. For updated information related to the Financing Corporation, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview.”

Consolidated Obligation Bonds. Consolidated obligations are generally issued with either fixed rate payment terms or adjustable rate payment terms, which use a variety of indices for interest rate resets, including the London Interbank Offered Rate and the Secured Overnight Financing Rate. In addition, to meet the specific needs of certain investors, fixed rate and adjustable rate consolidated obligation bonds may contain certain embedded features, which may result in call options and complex coupon payment terms. In general, when such consolidated obligation bonds are issued for which the Bank is the primary obligor, we simultaneously enter into interest rate exchange agreements containing offsetting features to, in effect, convert the terms of the bond to the terms of a simple adjustable rate bond. Typically, the maturities of these securities range from 6 months to 15 years, but the maturities are not subject to any statutory or regulatory limit. Consolidated obligation bonds may be issued and distributed daily through negotiated or competitively bid transactions with approved underwriters or selling group members.

We receive 100% of the net proceeds of a bond issued through direct negotiation with underwriters of debt when we are the only FHLBank involved in the negotiation. In these cases, the Bank is the sole primary obligor on the consolidated obligation bond. When the Bank and one or more other FHLBanks jointly negotiate the issuance of a bond directly with underwriters, we receive the portion of the proceeds of the bond agreed upon with the other FHLBank(s); in those cases, the Bank is the primary obligor for a pro rata portion of the bond, including all customized features and terms, based on the proceeds received.

We may also request specific amounts of specific consolidated obligation bonds to be offered by the Office of Finance for sale in a competitive auction conducted with the underwriters in a bond selling group. One or more other FHLBanks may also request amounts of those same bonds to be offered for sale for their benefit in the same auction. We may receive zero to 100% of the proceeds of the bonds issued in a competitive auction depending on:

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(i) the amounts of and costs for the consolidated obligation bonds bid by underwriters; (ii) the maximum costs we or other FHLBanks participating in the same issue, if any, are willing to pay for the bonds; and (iii) guidelines for the allocation of bond proceeds among multiple participating FHLBanks administered by the Office of Finance.

Consolidated Obligation Discount Notes. The FHLBanks also issue consolidated obligation discount notes with maturities ranging from one day to one year, which may be offered daily through a consolidated obligation discount note selling group and through other authorized underwriters. Discount notes are issued at a discount and mature at par.

On a daily basis, we may request specific amounts of discount notes with specific maturity dates to be offered by the Office of Finance at a specific cost for sale to underwriters in the discount note selling group. One or more other FHLBanks may also request amounts of discount notes with the same maturities to be offered for sale for their benefit the same day. The Office of Finance commits to issue discount notes on behalf of the participating FHLBanks when underwriters in the selling group submit orders for the specific discount notes offered for sale. We may receive zero to 100% of the proceeds of the discount notes issued through this sales process depending on: (i) the maximum costs we or other FHLBanks participating in the same discount note issuance, if any, are willing to pay for the discount notes; (ii) the order amounts for the discount notes submitted by underwriters; and (iii) guidelines for the allocation of discount note proceeds among multiple participating FHLBanks administered by the Office of Finance.

Twice weekly, we may also request specific amounts of discount notes with fixed terms to maturity ranging from 4 to 26 weeks to be offered by the Office of Finance for sale in a competitive auction conducted with underwriters in the discount note selling group. One or more other FHLBanks may also request amounts of those same discount notes to be offered for sale for their benefit in the same auction. The discount notes offered for sale in a competitive auction are not subject to a limit on the maximum costs the FHLBanks are willing to pay. We may receive zero to 100% of the proceeds of the discount notes issued in a competitive auction depending on: (i) the amounts of and costs for the discount notes bid by underwriters and (ii) guidelines for the allocation of discount note proceeds among multiple participating FHLBanks administered by the Office of Finance.

Debt Investor Base. The FHLBanks’ consolidated obligations have traditionally had a diversified funding base of domestic and foreign investors. Purchasers of the FHLBanks’ consolidated obligations include fund managers, commercial banks, pension funds, insurance companies, foreign central banks, state and local governments, and retail investors. These purchasers are also diversified geographically, with a significant portion of investors historically located in the United States, Europe, and Asia.

Segment Information

We use an analysis of the Bank’s financial results based on the financial components and adjusted net interest income of two operating segments, the advances-related business and the mortgage-related business, as well as other financial information, to review and assess financial performance and determine financial management strategies related to the operations of these two business segments. For purposes of segment reporting, adjusted net interest income includes interest income and expense associated with net settlements from economic hedges that are recorded in “Net gain/(loss) on derivatives and hedging activities” in other income, excludes interest income and expense associated with changes in fair value of the derivative hedging instrument and the hedged item attributable to the hedged risk for designated fair value hedges that are recorded in net interest income, and excludes interest expense that is recorded in “Mandatorily redeemable capital stock.” Other key financial information, such as any credit-related OTTI charges on our PLRMBS or other expenses and assessments, is not included in the segment reporting analysis, but is incorporated into our overall assessment of financial performance.

The advances-related business consists of advances and other credit products, related financing and hedging instruments, liquidity and other non-MBS investments associated with our role as a liquidity provider, and capital stock. Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on all assets associated with the business activity in this segment and the cost of funding those activities,

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including the net settlements from associated interest rate exchange agreements, and from earnings attributed to the Bank’s capital stock and retained earnings.

The mortgage-related business consists of MBS investments, mortgage loans acquired through the MPF Program, the consolidated obligations specifically identified as funding those assets, and the related hedging instruments. Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on the MBS and mortgage loans and the cost of the consolidated obligations funding those assets. This includes the net settlements from associated interest rate exchange agreements and net accretion of related income, which is a result of improvement in expected cash flows on certain other-than-temporarily-impaired PLRMBS, less the provision for credit losses on mortgage loans.

Additional information about business segments is provided in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Segment Information” and in “Item 8. Financial Statements and Supplementary Data – Note 17 – Segment Information.”

Use of Interest Rate Exchange Agreements

We use interest rate exchange agreements, also known as derivatives, as part of our risk management and funding strategies to reduce funding costs and interest rate risk inherent in the ordinary course of business. The types of derivatives we use include interest rate swaps (including callable, putable, and basis swaps) and interest rate cap and floor agreements.

The regulations governing the operations of the FHLBanks and the Bank's Risk Management Policy establish guidelines for our use of derivatives. These regulations and guidelines prohibit trading in derivatives for profit and any other speculative purposes and limit the amount of credit risk allowable from derivative counterparties.

We primarily use derivatives to manage our exposure to market risk from changes in interest rates. The goal of our market risk management strategy is not to eliminate market risk, but to manage it within appropriate limits that are consistent with the financial strategies approved by the Board of Directors. One key way we manage market risk is to acquire and maintain a portfolio of assets and liabilities, which, together with their associated derivatives, are conservatively matched with respect to the expected repricings of the assets and the liabilities. We may also use derivatives to adjust the effective repricing frequency or option characteristics of financial instruments (such as advances and consolidated obligations) to achieve risk management objectives.

We measure the Bank’s market risk at the total Bank level, as well as on a portfolio basis, taking into account all financial instruments. The market risk of the derivatives and the hedged items is included in the measurement of our various market risk measures. The Bank’s low interest rate risk profile reflects our conservative asset-liability mix, which is supported by integrated use of derivatives in our daily financial management.

Additional information about our interest rate exchange agreements is provided in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Market Risk – Total Bank Market Risk – Interest Rate Exchange Agreements” and in “Item 8. Financial Statements and Supplementary Data – Note 18 – Derivatives and Hedging Activities.”

Capital

From its enactment in 1932, the FHLBank Act provided for a subscription-based capital structure for the FHLBanks. The amount of capital stock that each FHLBank issued was determined by a statutory formula establishing how much FHLBank capital stock each member was required to purchase. With the enactment of the Gramm-Leach-Bliley Act of 1999, Congress replaced the statutory subscription-based member capital stock purchase formula with requirements for total capital, leverage capital, and risk-based capital for the FHLBanks and required the FHLBanks to develop new capital plans to replace the previous statutory structure.

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We initially implemented our capital plan on April 1, 2004, and have amended it over time to accommodate changes in the Bank’s business model and financial strategies. The capital plan bases the stock purchase requirement on the level of activity a member has with the Bank, subject to a minimum membership requirement that is intended to reflect the value to the member of having access to the Bank as a funding source. With the approval of the Board of Directors, we may adjust these requirements from time to time within the ranges established in the capital plan. Any changes to our capital plan must be approved by our Board of Directors and the Finance Agency.

Bank capital stock cannot be publicly traded, and under the capital plan, may be issued, transferred, redeemed, and repurchased only at its par value of $100 per share, subject to certain regulatory and statutory limits. Under the capital plan, a member’s capital stock will be redeemed by the Bank upon five years’ notice from the member, subject to certain conditions. In addition, we have the discretion to repurchase excess capital stock from members.

Dividends and Retained Earnings. The Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework (Framework) summarizes the Bank’s capital management principles and objectives, as well as its policies and practices with respect to retained earnings, dividend payments, and the repurchase of excess capital stock.

As required by the regulations governing the operations of the FHLBanks, the Framework is reviewed at least annually by the Bank’s Board of Directors. The Board of Directors may amend the Framework from time to time. The Framework includes a dividend philosophy to endeavor to pay a quarterly dividend at an annualized rate between 5% and 7%. The decision to declare any dividend and the dividend rate are at the discretion of the Bank’s Board of Directors, which may choose to follow the dividend philosophy as guidance in the dividend declaration. The Bank’s historical dividend rates and the dividend philosophy are not indicative of future dividend declarations. The Bank’s dividend policy may be revised or eliminated in the future and there can be no assurance as to future dividends.

In accordance with the Framework, the Bank retains certain amounts in restricted retained earnings, which are not made available for dividends in the current dividend period, and maintains an amount of total retained earnings at least equal to its required retained earnings as described in the Framework. The Bank may be restricted from paying dividends if it is not in compliance with any of its minimum capital requirements or if payment would cause the Bank to fail to meet any of its minimum capital requirements. In addition, the Bank may not pay dividends if any principal or interest due on any consolidated obligation has not been paid in full or is not expected to be paid in full, or, under certain circumstances, if the Bank fails to satisfy certain liquidity requirements under applicable regulations. For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Liquidity Risk.”

The Bank’s Risk Management Policy limits the payment of dividends based on the ratio of the Bank’s estimated market value of total capital to par value of capital stock. If this ratio at the end of any quarter is less than 100% but greater than or equal to 70%, any dividend would be limited to an annualized rate no greater than the daily average of the Federal funds effective rate for the applicable quarter (subject to certain conditions), and if this ratio is less than 70%, the Bank would be restricted from paying a dividend. For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Market Risk.”

Retained Earnings – The Bank’s Framework assesses the level and adequacy of retained earnings and establishes amounts to be retained in restricted retained earnings, which are not made available in the current dividend period, and maintains an amount of total retained earnings at least equal to its required retained earnings as described in the Framework. As determined using the Bank’s methodology, the required level of total retained earnings was $2.5 billion from January 2018 through July 2019. In July 2019, the methodology was further revised and resulted in a required level of retained earnings of $2.4 billion. In January 2020, the methodology was further revised and resulted in a required level of retained earnings of $2.5 billion. The Bank satisfies its retained earnings requirement with both restricted retained earnings (i.e., amounts related to the Joint Capital Enhancement Agreement) and unrestricted retained earnings. The Bank’s retained earnings requirement may be changed at any time. The Board of Directors periodically reviews the retained earnings methodology and analysis to determine whether any adjustments are appropriate.

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Dividend Payments – Finance Agency rules state that FHLBanks may declare and pay dividends only from previously retained earnings or current net earnings, and may not declare or pay dividends based on projected or anticipated earnings. There is no requirement that the Board of Directors declare and pay any dividend. A decision by the Board of Directors to declare or not declare a dividend is a discretionary matter and is subject to the requirements and restrictions of the FHLBank Act and applicable requirements under the regulations governing the operations of the FHLBanks. In addition, Finance Agency rules do not permit the Bank to pay dividends in the form of capital stock if its excess capital stock exceeds 1% of its total assets. Excess capital stock is defined as the aggregate of the capital stock held by each shareholder in excess of its minimum capital stock requirement, as established by the Bank’s capital plan.

Competition

Demand for Bank advances is affected by many factors, including the availability and cost of other sources of funding for members, including retail and brokered deposits. We compete with our members' other suppliers of wholesale funding, both secured and unsecured. These suppliers may include securities dealers, commercial banks, and other FHLBanks for members with affiliated institutions that are members of other FHLBanks.

Under the FHLBank Act and regulations governing the operations of the FHLBanks, affiliated institutions in different FHLBank districts may be members of different FHLBanks. Members may have access to alternative funding sources through sales of securities under agreements to resell. Some members, particularly larger members, may have access to many more funding alternatives, including independent access to the national and global credit markets. The availability of alternative funding sources for members can significantly influence the demand for our advances and can vary as a result of many factors, including market conditions, members' creditworthiness, members' strategic objectives, and the availability of collateral.

Our ability to compete successfully for the advances business of our members depends primarily on our advances prices, ability to fund advances through the issuance of consolidated obligations at competitive rates, credit and collateral terms, prepayment terms, product features such as embedded option features, ability to meet members' specific requests on a timely basis, capital stock requirements, retained earnings policy, excess capital stock repurchase policies, and dividends.

In addition, the FHLBanks compete with the U.S. Treasury, Fannie Mae, Freddie Mac, and other GSEs, as well as corporate, sovereign, and supranational entities, for funds raised through the issuance of unsecured debt in the national and global debt markets. Increases in the supply of competing debt products may, in the absence of increases in demand, result in higher debt costs or lower amounts of debt issued at the same cost.

Regulatory Oversight, Audits, and Examinations

The FHLBanks are supervised and regulated by the Finance Agency, an independent agency in the executive branch of the U.S. government. The Finance Agency is charged with ensuring that the FHLBanks carry out their housing finance mission, remain adequately capitalized and able to raise funds in the capital markets, and operate in a safe and sound manner. The Finance Agency also establishes regulations governing the operations of the FHLBanks.

To assess the safety and soundness of the Bank, the Finance Agency conducts an annual on-site examination of the Bank and other periodic reviews of its financial operations. In addition, we are required to submit information on our financial condition and results of operations each month to the Finance Agency.

The Bank’s capital stock is registered with the Securities and Exchange Commission (SEC) under Section 12(g)(1) of the Securities Exchange Act of 1934 (1934 Act) and, as a result, we are required to comply with the disclosure and reporting requirements of the 1934 Act and to file annual, quarterly, and current reports with the SEC, as well as meet other SEC requirements.

Our Board of Directors has an audit committee, and we have an internal audit department. An independent registered public accounting firm audits our annual financial statements. The independent registered public

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accounting firm conducts these audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Like other federally chartered corporations, the FHLBanks are subject to general congressional oversight. Each FHLBank must submit annual management reports to Congress, the President, the Office of Management and Budget, and the Comptroller General.

The U.S. Commodity Futures Trading Commission (CFTC) has been given regulatory authority over derivative transactions pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the FHLBanks are subject to the rules promulgated by the CFTC with respect to their derivatives activities. These rules affect all aspects of the Bank’s derivatives activities by establishing requirements relating to derivatives recordkeeping and reporting, clearing, execution, and margining of uncleared derivative transactions.

The Comptroller General has authority under the FHLBank Act to audit or examine the Finance Agency and the FHLBanks and to determine the extent to which they fairly and effectively fulfill the purposes of the FHLBank Act. Furthermore, the Government Corporations Control Act provides that the Comptroller General may review any audit of the financial statements conducted by an independent registered public accounting firm. The Comptroller General may also conduct his or her own audit of any financial statements of an FHLBank.

The U.S. Treasury, or a permitted designee, is authorized under the combined provisions of the Government Corporations Control Act and the FHLBank Act to prescribe: the form, denomination, maturity, interest rate, and conditions to which FHLBank debt will be subject; the way and time FHLBank debt is issued; and the price for which FHLBank debt will be sold. The U.S. Treasury may purchase FHLBank debt up to an aggregate principal amount of $4.0 billion pursuant to the standards and terms of the FHLBank Act.

Available Information

The SEC maintains a website at www.sec.gov that contains all electronically filed or furnished SEC reports, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, as well as any amendments. On our website at www.fhlbsf.com, we provide a link to the page on the SEC website that lists all of these reports. In addition, we provide direct links from our website to our annual report on Form 10-K and our quarterly reports on Form 10-Q on the SEC website as soon as reasonably practicable after electronically filing or furnishing the reports to the SEC. (Note: The website addresses of the SEC and the Bank have been included as inactive textual references only. Information on those websites is not part of this report.)

Employees

We had 282 employees at December 31, 2019. Our employees are not represented by a collective bargaining unit, and we consider our relationship with our employees to be satisfactory.

ITEM 1A. RISK FACTORS

The following discussion summarizes certain of the risks and uncertainties that the Federal Home Loan Bank of San Francisco (Bank) faces. The list is not exhaustive and there may be other risks and uncertainties that are not described below that may also affect our business. Any of these risks or uncertainties, if realized, could negatively affect our financial condition or results of operations or limit our ability to fund advances, pay dividends, or redeem or repurchase capital stock.

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Economic weakness could adversely affect the business of many of our members and our business and results of operations.

Our business and results of operations are sensitive to conditions in the housing and mortgage markets, as well as general business and economic conditions. The economy continues to grow at a moderate pace. However, geopolitical instability, trade disruptions, or a sustained capital market correction could weaken consumer and business confidence and depress personal consumption and business investment. These factors could, in turn, adversely affect overall economic and housing market conditions. If economic and housing market conditions deteriorate, the Bank’s business and results of operations could be adversely affected.

Market uncertainty and volatility may adversely affect our business, profitability, or results of operations.

Adverse conditions in the housing and mortgage markets, or GSE restructuring that weakens the government’s commitment to encourage home ownership as a pillar of financial security, could result in a decrease in the availability of credit and liquidity within the mortgage industry, causing disruptions in the operations of mortgage originators, including some of our members. We continue to be subject to potential adverse effects on our financial condition, results of operations, ability to pay dividends, and ability to redeem or repurchase capital stock should economic conditions significantly deteriorate.

Weaknesses in the housing and mortgage markets may undermine the need for wholesale funding and have a negative impact on the demand for advances.

A reduction in mortgage lending or mortgage assets held by member institutions may reduce their demand for wholesale funding. This could result in a decline in advance levels and adversely affect our financial condition and results of operations.

Changes in or limits on our ability to access the capital markets could adversely affect our financial condition, results of operations, or ability to fund advances, pay dividends, or redeem or repurchase capital stock.

Our primary source of funds is the sale of Federal Home Loan Bank (FHLBank) System consolidated obligations in the capital markets. Our ability to obtain funds through the sale of consolidated obligations depends in part on prevailing conditions in the capital markets, such as investor demand and liquidity in the financial markets. The sale of FHLBank System consolidated obligations can also be influenced by factors other than conditions in the capital markets, including legislative and regulatory developments and government programs and policies that affect the relative attractiveness of FHLBank System consolidated obligations. In addition, the level of dealer participation and support also affect liquidity in the agency debt markets. Based on these factors, the availability of funds may become limited or terms may become less acceptable. If funding access or terms are significantly adversely affected, our ability to support and continue our operations could be adversely affected, which could negatively affect our financial condition, results of operations, or ability to fund advances, pay dividends, or redeem or repurchase capital stock.

Limitations on the payment of dividends and repurchase of excess capital stock may adversely affect the attractiveness to members of the Bank’s business model.

Our business model is based on the premise that we maintain a balance between our objective to promote housing, homeownership, and community and economic development through our activities with members and our objective to provide a return on the private capital provided by our members. We achieve this balance by delivering low-cost credit to help our members meet the credit needs of their communities while striving to pay members a reasonable return on their investment in the Bank’s capital stock. Our financial strategies are designed to enable us to safely expand and contract our assets, liabilities, and capital as our member base and our members’ credit needs change. In addition, the Bank manages its retained earnings to ensure compliance with regulatory capital requirements in the event of significant growth in member business or in the event of significant Bank financial distress. As a result of these strategies, we have historically been able to achieve our mission by meeting member credit needs and maintaining our strong regulatory capital position while paying dividends (including dividends on mandatorily

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redeemable capital stock) and repurchasing and redeeming excess capital stock. Limitations on the payment of dividends and the repurchase of excess capital stock may diminish the value of membership from the perspective of a member.

Changes in the credit ratings on FHLBank System consolidated obligations may adversely affect the cost of consolidated obligations.

FHLBank System consolidated obligations are rated AA+/A-1+ with a stable outlook by S&P Global Ratings and Aaa/P-1 with a stable outlook by Moody’s Investors Service. Rating agencies may from time to time change a rating or issue negative reports. Because all of the FHLBanks have joint and several liability for all FHLBank consolidated obligations, negative developments at any FHLBank may affect these credit ratings or result in the issuance of a negative report regardless of our own financial condition and results of operations. In addition, because of the FHLBanks’ GSE status, the credit ratings of the FHLBank System and the FHLBanks are generally constrained by the long-term sovereign credit rating of the United States, and any downgrade in that sovereign credit rating may result in a corresponding downgrade to the credit ratings of FHLBank System consolidated obligations. Any adverse rating change or negative report may adversely affect our cost of funds and the FHLBanks’ ability to issue consolidated obligations on acceptable terms, which could also adversely affect our financial condition or results of operations or limit our ability to make advances on acceptable terms, pay dividends, or redeem or repurchase capital stock.

Changes in federal fiscal and monetary policy could adversely affect our business or results of operations.

Our business and results of operations are significantly affected by the fiscal and monetary policies of the federal government and its agencies, including the Federal Reserve Board, which regulates the supply of money and credit in the United States. The Federal Reserve Board’s policies directly and indirectly influence the yield on interest-earning assets and the cost of interest-bearing liabilities, which could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

Changes in interest rates could adversely affect our financial condition, results of operations, or ability to fund advances on acceptable terms, pay dividends, or redeem or repurchase capital stock.

We realize income primarily from the spread between interest earned on our outstanding advances and investments and interest paid on our consolidated obligations and other liabilities. Although we use various methods and procedures to monitor and manage our exposure to changes in interest rates, we may experience instances when our interest-bearing liabilities will be significantly more sensitive to changes in interest rates than our interest-earning assets, or vice versa. In either case, interest rate movements contrary to our position could negatively affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock. Moreover, the impact of changes in interest rates on mortgage-related assets can be exacerbated by prepayment risks, which are the risk that the assets will be refinanced by the obligor in low interest rate environments and the risk that the assets will remain outstanding longer than expected at below-market yields when interest rates increase.

Our exposure to credit risk could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

We assume secured and unsecured credit risk associated with the risk that a borrower or counterparty could default, and we could suffer a loss if we were not able to fully recover amounts owed to us on a timely basis. In addition, we have exposure to credit risk because the market value of an obligation may decline as a result of deterioration in the creditworthiness of the obligor or the credit quality of a security instrument. We have a high concentration of credit risk exposure to financial institutions. Significant credit losses could have an adverse effect on our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

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We depend on institutional counterparties to provide credit obligations that are critical to our business. Defaults by one or more of these institutional counterparties on their obligations to the Bank could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

We face the risk that one or more of our institutional counterparties may fail to fulfill contractual obligations to us. The primary exposures to institutional counterparty risk are with unsecured investment counterparties, derivative counterparties, mortgage servicers that service the loans we hold as collateral for advances, and third-party providers of supplemental or primary mortgage insurance for mortgage loans purchased under the Mortgage Partnership Finance® (MPF®) Program. A default by a counterparty could result in losses to the Bank if our credit exposure to the counterparty was under-collateralized or our credit obligations to the counterparty were over-collateralized, and could also adversely affect our ability to conduct our operations efficiently and at cost-effective rates, which in turn could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock. (“Mortgage Partnership Finance” and “MPF” are registered trademarks of the FHLBank of Chicago.)

We rely on derivative transactions to reduce our market risk and funding costs, and changes in our credit ratings or the credit ratings of our derivative counterparties or changes in the legislation or the regulations affecting derivatives may adversely affect our ability to enter into derivative transactions on cost-effective terms.

Our financial strategies are highly dependent on our ability to enter into derivative transactions on acceptable terms to reduce our market risk and funding costs. Rating agencies may from time to time change a rating or issue negative reports, which may adversely affect our ability to enter into derivative transactions on satisfactory terms in the quantities necessary to manage our interest rate risk and funding costs effectively. Changes in legislation or regulations affecting derivatives may also adversely affect our ability to enter into derivative transactions with acceptable counterparties on satisfactory terms. Any of these changes could negatively affect our financial condition, results of operations, or ability to make advances on acceptable terms, pay dividends, or redeem or repurchase capital stock.

Insufficient collateral protection could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

We require that all outstanding advances be fully collateralized. In addition, for mortgage loans that we purchase under the MPF Program, we require that the participating financial institutions fully collateralize the outstanding credit enhancement obligations not covered through the purchase of supplemental mortgage insurance. We evaluate the types of collateral pledged by borrowers and participating financial institutions and assign borrowing capacities to the collateral based on the risks associated with each type of collateral. If we have insufficient collateral before or after an event of payment default by the borrower, or we are unable to liquidate the collateral for the value we assigned to it in the event of a payment default by a borrower, we could experience a credit loss on advances, which could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

Under certain extreme stress conditions, we may not be able to meet our obligations as they come due or meet the credit and liquidity needs of our members in a timely and cost-effective manner.

We seek to be in a position to meet our members’ credit and liquidity needs and pay our obligations without maintaining excessive holdings of low-yielding liquid investments or having to incur unnecessarily high borrowing costs. In addition, we maintain a contingency liquidity plan designed to enable us to meet our obligations and the credit and liquidity needs of members in the event of operational disruptions or short-term disruptions in the capital markets. Under certain extreme stress conditions, our efforts to manage our liquidity position, including our contingency liquidity plan, may not enable us to meet our obligations and the credit and liquidity needs of our members, which could have an adverse effect on our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

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We face competition for advances and access to funding, which could adversely affect our business.

Our primary business is making advances to our members. We compete with other suppliers of wholesale funding, both secured and unsecured, including investment banks, commercial banks, the Federal Reserve Banks, and, in certain circumstances, other FHLBanks. Our members may have access to alternative funding sources, including independent access to the national and global credit markets. These alternative funding sources may offer more favorable terms than we do on our advances, including more flexible credit or collateral standards. In addition, many of our competitors are not subject to the same regulations as the FHLBanks, which may enable those competitors to offer products and terms that we are not able to offer.

The FHLBanks also compete with the U.S. Treasury, Fannie Mae, Freddie Mac, and other GSEs, as well as corporate, sovereign, and supranational entities, for funds raised through the issuance of unsecured debt in the national and global debt markets. Increases in the supply of competing debt products may, in the absence of increases in demand, result in higher debt costs or lower amounts of debt issued at the same cost. Increased competition could adversely affect our ability to access funding, reduce the amount of funding available to us, or increase the cost of funding available to us. Any of these results could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

Lowering advances pricing to our members may affect earnings.

A decision to lower advances prices to maintain or gain volume or increase the benefits to borrowing members could result in lower earnings, which could adversely affect the dividends on our capital stock.

If the Bank’s activity stock requirement is below the Bank’s regulatory capital requirements, a significant increase in business growth may require the Bank to increase its activity stock requirement in the future.

An activity stock requirement that is below the Bank’s regulatory capital requirement requires the Bank to maintain a certain level of retained earnings for capital compliance and business growth. Depending on the level of the Bank’s retained earnings and business growth and the Bank’s capital management strategies, the Bank may be required to increase its activity stock requirement in the future.

We have a high concentration of advances and capital with certain institutions and their affiliates, and a loss or change of business activities with any of these institutions could adversely affect our results of operations, financial condition, or ability to pay dividends or redeem or repurchase capital stock.

We have a high concentration of advances and capital with certain institutions and their affiliates. All of the institutions may prepay or repay advances as they come due. If no other advances or investments are made to replace the prepaid and repaid advances of these institutions, it would result in a significant reduction of our total assets. The reduction in advances could result in a reduction of capital as the Bank repurchases the resulting excess capital stock, at the Bank’s discretion, or redeems the excess capital stock after the expiration of the relevant five-year redemption period. The reduction in assets and capital could reduce the Bank’s net income.

Additional information regarding concentration risk is set forth in “Item 8. Financial Statements and Supplementary Data – Note 8 – Advances – Credit and Concentration Risk.”

A material and prolonged decline in advances could adversely affect our results of operations, financial condition, or ability to pay dividends or redeem or repurchase capital stock.

Although the Bank’s business model is designed to enable us to safely expand and contract our assets, liabilities, and capital as our members’ credit needs change, a prolonged material decline in advances could affect our results of operations, financial condition, or ability to pay dividends or redeem or repurchase capital stock.

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Volatile market conditions increase the risk that our financial models will produce unreliable results.

We use market-based information as inputs to our financial models, which we use to inform our operational decisions and to derive estimates for use in our financial reporting processes. While model inputs based on economic conditions and expectations are regularly evaluated and adjusted to changing conditions, sudden significant changes in these conditions may increase the risk that our models could produce unreliable results or estimates that vary widely or prove to be inaccurate.

We may become liable for all or a portion of the consolidated obligations for which other FHLBanks are the primary obligors.

As provided by the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act), and regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations, which are backed only by the financial resources of the FHLBanks. The joint and several liability regulation authorizes the Federal Housing Finance Agency (Finance Agency) to require any FHLBank to repay all or any portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor, whether or not the other FHLBank has defaulted in the payment of those obligations and even though the FHLBank making the repayment received none of the proceeds from the issuance of the obligations. The likelihood of triggering the Bank’s joint and several liability obligation depends on many factors, including the financial condition and financial performance of the other FHLBanks. If we are required by the Finance Agency to repay the principal or interest on consolidated obligations for which another FHLBank is the primary obligor, our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock could be adversely affected.

If the Bank or any other FHLBank has not paid the principal or interest due on all consolidated obligations, we may not be able to pay dividends or redeem or repurchase any shares of our capital stock.

If the principal or interest due on any consolidated obligations has not been paid in full or is not expected to be paid in full, we may not be able to pay dividends on our capital stock or redeem or repurchase any shares of our capital stock. If another FHLBank defaults on its obligation to pay principal or interest on any consolidated obligations, the regulations governing the operations of the FHLBanks provide that the Finance Agency may allocate outstanding principal and interest payments among one or more of the remaining FHLBanks on a pro rata basis or any other basis the Finance Agency may determine. Our ability to pay dividends or redeem or repurchase capital stock could be affected not only by our own financial condition, but also by the financial condition of one or more of the other FHLBanks.

We are affected by federal laws and regulations, which could change or be applied in a manner detrimental to our operations.

The FHLBanks are GSEs, organized under the authority of and governed by the FHLBank Act, and, as such, are also governed by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 and other federal laws and regulations. From time to time, Congress has amended the FHLBank Act and adopted other legislation in ways that have significantly affected the FHLBanks and the manner in which the FHLBanks carry out their housing finance mission and business operations. New or modified legislation enacted by Congress or regulations or policies of the Finance Agency could have a negative effect on our ability to conduct business or on our cost of doing business. In addition, new or modified legislation or regulations governing our members may affect our ability to conduct business or our cost of doing business with our members.

Changes in statutory or regulatory requirements or policies or in their application could result in changes in, among other things, the FHLBanks’ cost of funds, capital requirements, accounting policies, liquidity management, debt issuance, derivative hedging activities, permissible business activities, and the size, scope, and nature of the FHLBanks’ lending, investment, and mortgage purchase program activities. These changes could negatively affect our financial condition, results of operations, ability to pay dividends, or ability to redeem or repurchase capital stock. In addition, given the Bank’s relationship with other FHLBanks, we could be affected by events other than

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another FHLBank’s default on a consolidated obligation. Events that affect other FHLBanks, such as member failures or capital deficiencies at another FHLBank, could lead the Finance Agency to require or request that an FHLBank provide capital or other assistance to another FHLBank, purchase assets from another FHLBank, or impose other forms of resolution affecting one or more of the other FHLBanks. If the Bank were called upon by the Finance Agency to take any of these steps, it could affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

We could change our policies, programs, and agreements affecting our members.

We could change our policies, programs, and agreements affecting our members from time to time, including, without limitation, policies, programs, and agreements affecting the availability of and conditions for access to our advances and other credit products, the Affordable Housing Program (AHP), dividends, the repurchase of capital stock, and other programs, products, and services. These changes could cause our members to obtain financing from alternative sources, which could adversely affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock. In addition, changes to our policies, programs, and agreements affecting our members could adversely affect the value of membership from the perspective of a member.

The failure of the FHLBanks to set aside, in the aggregate, at least $100 million annually for the AHP could result in an increase in our AHP contribution, which could adversely affect our results of operations or ability to pay dividends or redeem or repurchase capital stock.

The FHLBank Act requires each FHLBank to establish and fund an AHP. Annually, the FHLBanks are required to set aside, in the aggregate, the greater of $100 million or 10% of their current year's net earnings (income before interest expense related to dividends paid on mandatorily redeemable capital stock and the assessment for the AHP) for their AHPs. If the FHLBanks do not make the minimum $100 million annual AHP contribution in a given year, we could be required to contribute more than 10% of our current year’s net earnings to the AHP. An increase in our AHP contribution could adversely affect our results of operations or ability to pay dividends or redeem or repurchase capital stock.

Our members are governed by federal and state laws and regulations, which could change in a manner detrimental to their ability or motivation to invest in the Bank or to use our products and services.

Most of our members are highly regulated financial institutions, and the regulatory environment affecting members could change in a manner that would negatively affect their ability or motivation to acquire or own our capital stock or use our products and services. Statutory or regulatory changes that make it less attractive to hold our capital stock or use our products and services could negatively affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

Changes in the status, regulation, and perception of the housing GSEs or in policies and programs relating to the housing GSEs may adversely affect our business activities, future advances balances, the cost of debt issuance, or future dividend payments.

Changes in the status of Fannie Mae and Freddie Mac during the next phases of their conservatorships may result in higher funding costs for the FHLBanks, which could negatively affect our business and financial condition. In addition, negative news articles, industry reports, and other announcements pertaining to GSEs, including Fannie Mae, Freddie Mac, and any of the FHLBanks, could create pressure on all GSE debt pricing, as investors may perceive their debt instruments as bearing increased risk.

As a result of these factors, the FHLBank System may have to pay higher rates on consolidated obligations to make them attractive to investors. If we maintain our current approach to pricing advances, an increase in the cost of issuing consolidated obligations could reduce our net interest spread (the difference between the interest rate received on advances and the interest rate paid on consolidated obligations) and cause our advances to be less profitable. If we increase the price of our advances to avoid a decrease in the net interest spread, the advances may be less attractive to our members, and our outstanding advances balances may decrease. In addition, an increase in

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the cost of issuing consolidated obligations could reduce our net interest spread on other interest-earning assets. As a result, an increase in the cost of issuing consolidated obligations could negatively affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

We rely heavily on information systems and other technology. A failure, interruption, or security breach, including events caused by cyber attacks, of our information systems or those of critical vendors and third parties could disrupt the Bank’s business or adversely affect our financial condition, results of operations, or reputation.

We rely heavily on our information systems and other technology to conduct and manage our business, and we rely on vendors and other third parties to perform certain critical services. If we or one of our critical vendors experiences a failure, interruption, or security breach in any information systems or other technology, including events caused by cyber attacks, we may be unable to conduct and manage our business effectively. In addition, such failure or breach could result in significant losses, a loss of personal and confidential information, or reputational damage. In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines, and penalties for such losses under applicable regulatory frameworks despite not being able to limit our liability or damages in the event of such a loss. In addition, significant initiatives undertaken by the Bank to replace information systems or other technology infrastructures may subject the Bank to a temporary risk of failure or interruption while the Bank is in the process of implementing these new systems or technology infrastructures. Although we have implemented a business continuity plan, we may not be able to prevent, timely and adequately address, or mitigate the negative effects of any failure or interruption. Any failure or interruption could adversely affect our member business, member relations, risk management, reputation, or profitability, which could negatively affect our financial condition, results of operations, or ability to pay dividends or redeem or repurchase capital stock.

Restrictions on the redemption, repurchase, or transfer of the Bank’s capital stock could significantly reduce the liquidity of our shareholders’ capital stock investment.

Under the Gramm-Leach-Bliley Act of 1999, Finance Agency regulations, and our capital plan, our capital stock must be redeemed upon the expiration of the relevant five-year redemption period, subject to certain conditions. Capital stock may become subject to redemption following a five-year redemption period after a member provides a written redemption notice to the Bank; gives notice of intention to withdraw from membership; attains nonmember status by merger or acquisition, charter termination, or other involuntary membership termination; or after a receiver or other liquidating agent for a member transfers the member's Bank capital stock to a nonmember entity. Only capital stock that is not required to meet the membership capital stock requirement of a member or nonmember shareholder or to support a member or nonmember shareholder's outstanding activity with the Bank (excess capital stock) may be redeemed at the end of the redemption period. In addition, we may elect to repurchase some or all of the excess capital stock of a shareholder at any time at our sole discretion.

There is no guarantee, however, that we will be able to redeem capital stock held by a shareholder even at the end of the redemption period or to repurchase excess capital stock. If the redemption or repurchase of the capital stock would cause us to fail to meet our minimum regulatory capital requirements or cause the shareholder to fail to maintain its minimum investment requirement, then the redemption or repurchase is prohibited by Finance Agency regulations and our capital plan. In addition, since our capital stock may only be owned by our members (or, under certain circumstances, former members and certain successor institutions), and our capital plan requires our approval before a member or nonmember shareholder may transfer any of its capital stock to another member or nonmember shareholder, we cannot provide assurance that a member or nonmember shareholder would be allowed to transfer any excess capital stock to another member or nonmember shareholder at any time.

Changes to and replacement of the London Interbank Offered Rate (LIBOR) benchmark interest rate could adversely affect our business, financial condition, and results of operations.

In July 2017, the United Kingdom's Financial Conduct Authority (FCA), a regulator of financial services firms and financial markets in the U.K., stated that they will plan for a phase out of regulatory oversight of LIBOR interest rate indices. The FCA has indicated they will support the LIBOR indices through 2021 to allow for an orderly

18

transition to an alternative reference rate. Other financial services regulators and industry groups, including the International Swaps and Derivatives Association and the Alternative Reference Rates Committee (ARRC), have evaluated and are continuing to evaluate the phase-out of LIBOR. The ARRC has settled on the Secured Overnight Financing Rate (SOFR) as its recommended alternative to U.S. dollar LIBOR. SOFR is based on a broad segment of the overnight Treasuries repurchase market and is intended to be a measure of the cost of borrowing cash overnight collateralized by Treasury securities. The Federal Reserve Bank of New York began publishing SOFR in April 2018.

During the third quarter of 2018, several market participants began issuing variable rate debt securities indexed to SOFR. In November 2018, the FHLBank System offered its first SOFR-indexed consolidated obligation and the Bank began offering SOFR-indexed advances. During 2019, the Bank started to use derivatives indexed to SOFR to hedge interest rate risk. Because many of the Bank’s assets and liabilities are indexed to LIBOR, the Bank has developed a LIBOR Phase Out Transition Plan, which addresses LIBOR exposure, fallback language, operational preparedness, balance sheet management, and other related issues. Given the large volume of LIBOR-based mortgages and financial instruments in the marketplace, the basis adjustment to the replacement floating rate will receive extraordinary scrutiny, but whether the net impact will be positive or negative cannot yet be ascertained. The infrastructure changes necessary to manage the transition away from LIBOR in the markets, and adjustments in Bank systems, could be disruptive. The Bank is planning for the eventual replacement of its LIBOR-indexed instruments away from the LIBOR benchmark interest rate and expects SOFR to be the dominant replacement. The Bank is not currently able to predict when LIBOR will be discontinued or what the impact of such a transition may be on our business, financial condition, and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Federal Home Loan Bank of San Francisco (Bank) maintains its principal offices in leased premises totaling 96,139 square feet of space at 333 Bush Street in San Francisco, California, as well as off-site business continuity facilities totaling 6,808 square feet of space located in Rancho Cordova, California. The Bank believes these facilities are adequate for the purposes for which they are currently used and are well maintained.

ITEM 3. LEGAL PROCEEDINGS

The Federal Home Loan Bank of San Francisco (Bank) may be subject to various legal proceedings arising in the normal course of business.

On March 28, 2019, Lawrence H. Parks, a former officer of the Bank, along with another former employee, filed a lawsuit in the U.S. District Court for the District of Columbia, against the Bank and certain of the Bank’s current and former directors, chief executive officer, and two employees. The plaintiffs’ suit alleges breach of contract (and breach of the covenant of good faith and fair dealing) arising out of a mediation relating to threatened claims made by the plaintiffs of alleged: (i) race discrimination under the D.C. Human Rights Act against the Bank, (ii) aiding and abetting discrimination under the D.C. Human Rights Act against the chief executive officer and members of the Board, (iii) defamation against two Bank employees (and the Bank as their employer), and (iv) negligent hiring/supervision of the chief executive officer against the Bank and the Board of Directors. The plaintiffs seek damages not to exceed $3.6 million. On January 27, 2020, the defendants’ motion to dismiss was granted for the individual defendants and the claims against the directors, officers, and employees were dismissed without prejudice. As to the remaining defendant, the Bank intends to vigorously defend against these claims. On January 6, 2020, the same plaintiffs filed a complaint in the U.S. District Court for the District of Columbia, against the Bank and certain of the Bank’s current and former directors, chief executive officer, and two employees alleging the four threatened claims described and along with three additional claims as follows: (i) discrimination in the course of employment termination on the basis of race in violation of 42 U.S.C. Section 1981 against the Bank, (ii) discrimination in the course of employment termination on the basis of race in violation of 42 U.S.C. Section 1981 against the chief executive officer and certain current and former members of the Board, (iii) discrimination in the course of

19

employment termination in violation of the D.C. Human Rights Act against the Bank, (iv) aiding and abetting discrimination in the course of employment in violation of the D.C. Human Rights Act against the chief executive officer and certain current and former members of the Board, (v) retaliation in violation of the D.C. Human Rights Act against the Bank, (vi) defamation against two Bank employees and the Bank, and (vii) negligent hiring/supervision of the chief executive officer against the Bank and certain current and former members of the Board of Directors. Pursuant to the complaint, the plaintiffs seek damages and relief including compensatory, punitive and exemplary damages, front and back pay, and certain injunctive relief. The Bank intends to vigorously defend against these claims.

After consultation with legal counsel, the Bank is not aware of any other legal proceedings that are expected to have a material effect on its financial condition or results of operations or that are otherwise material to the Bank.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Federal Home Loan Bank of San Francisco (Bank) has a cooperative ownership structure. The members and certain nonmembers own all the capital stock of the Bank, the majority of the directors of the Bank are officers or directors of members, and the directors are elected by members (or selected by the Board of Directors to fill mid-term vacancies). There is no established marketplace for the Bank’s capital stock. The Bank’s capital stock is not publicly traded. The Bank issues only one class of capital stock, Class B stock, which, under the Bank’s capital plan, may be redeemed at par value, $100 per share, upon five years’ notice from the member to the Bank, subject to certain statutory and regulatory requirements and to the satisfaction of any ongoing capital stock investment requirements applying to the member.

At the Bank’s discretion and at any time, the Bank may repurchase shares held by a member in excess of the member’s required capital stock holdings. The Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework (Framework) summarizes the Bank’s capital management principles and objectives, as well as its policies and practices with respect to restricted retained earnings, dividend payments, and the repurchase of excess capital stock. The Framework includes a dividend philosophy to endeavor to pay a quarterly dividend at an annualized rate between 5% and 7%. The decision to declare any dividend and the dividend rate are at the discretion of the Bank’s Board of Directors, which may choose to follow the dividend philosophy as guidance in the dividend declaration. The Bank’s historical dividend rates and the dividend philosophy are not indicative of future dividend declarations. The Bank’s dividend policy may be revised or eliminated in the future and there can be no assurance as to future dividends. For information on the Bank’s policies and practices with respect to dividend payments, see “Part I. Financial Information, Item 1. Business – Capital – Dividends and Retained Earnings,” which is herein incorporated by reference.

The information regarding the Bank’s capital requirements is set forth in “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital.” At February 29, 2020, the Bank had 29,703,747 shares of Class B stock held by 335 members and 1,374,617 shares of Class B stock held by 3 nonmembers. Class B stock held by nonmembers is classified as mandatorily redeemable capital stock.

Federal Housing Finance Agency (Finance Agency) rules state that Federal Home Loan Banks (FHLBanks) may declare and pay dividends only from previously retained earnings or current net earnings, and may not declare or pay dividends based on projected or anticipated earnings. In addition, Finance Agency rules do not permit the Bank to pay dividends in the form of capital stock if its excess capital stock exceeds 1% of its total assets. Excess capital stock is defined as the aggregate of the capital stock held by each shareholder in excess of its minimum capital stock requirement, as established by the Bank’s capital plan.

There is no requirement that the Board of Directors declare and pay any dividend. A decision by the Board of Directors to declare or not declare a dividend is a discretionary matter and is subject to the requirements and restrictions of the Federal Home Loan Bank Act and applicable requirements under the regulations governing the operations of the FHLBanks.

Additional information regarding the Bank’s dividends is set forth in “Item 1. Business” and in “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital.”

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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data of the Federal Home Loan Bank of San Francisco (Bank) should be read in conjunction with the financial statements and notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

(Dollars in millions)	2019			2018			2017			2016			2015
Selected Statement of Condition Data at Yearend
Total Assets	$	106,842		$	109,326		$	123,385		$	91,941		$	85,698
Advances	65,374			73,434			77,382			49,845			50,919
Mortgage Loans Held for Portfolio, Net	3,314			3,066			2,076			826			655
Investments(1)	37,637			32,381			43,570			40,986			32,275
Consolidated Obligations:(2)
Bonds	71,372			72,276			85,063			50,224			51,827
Discount Notes	27,376			29,182			30,440			33,506			27,647
Mandatorily Redeemable Capital Stock	138			227			309			457			488
Capital Stock —Class B —Putable	3,000			2,949			3,243			2,370			2,253
Unrestricted Retained Earnings	2,754			2,699			2,670			888			610
Restricted Retained Earnings	713			647			575			2,168			2,018
Accumulated Other Comprehensive Income/(Loss) (AOCI)	274			235			318			111			15
Total Capital	6,741			6,530			6,806			5,537			4,896
Selected Operating Results for the Year
Net Interest Income	$	531		$	601		$	567		$	471		$	477
Provision for/(Reversal of) Credit Losses on Mortgage Loans	—			—			—			—			1
Other Income/(Loss)	21			(11		)	78			485			388
Other Expense	187			187			224			158			148
Assessments	38			43			45			86			78
Net Income/(Loss)	$	327		$	360		$	376		$	712		$	638
Selected Other Data for the Year
Net Interest Margin(3)	0.50		%	0.55		%	0.55		%	0.52		%	0.57		%
Operating Expenses as a Percent of Average Assets	0.15			0.13			0.14			0.16			0.16
Return on Average Assets	0.31			0.32			0.36			0.77			0.76
Return on Average Equity	4.92			5.42			6.21			13.63			11.68
Annualized Dividend Rate	7.00			8.51			7.50			12.33			12.39
Dividend Payout Ratio(4)	63.19			72.97			49.59			39.98			57.81
Average Equity to Average Assets Ratio	6.21			5.98			5.82			5.68			6.52
Selected Other Data at Yearend
Regulatory Capital Ratio(5)	6.18			5.97			5.51			6.40			6.26
Duration Gap (in months)	1			1			1			1			1

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

(2) As provided by the Federal Home Loan Bank Act of 1932, as amended, or regulations governing the operations of the FHLBanks, all of the FHLBanks have joint and several liability for FHLBank consolidated obligations, which are backed only by the financial resources of the FHLBanks. The joint and several liability regulation authorizes the Federal Housing Finance Agency (Finance Agency) to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The Bank has never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of December 31, 2019, and through the filing date of this report, does not believe that it is probable that it will be asked to do so. The par value of the outstanding consolidated obligations of all FHLBanks at the dates indicated was as follows:

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Yearend	Par Value (In millions)
2019	$	1,025,895
2018	1,031,617
2017	1,034,260
2016	989,311
2015	905,202

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

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

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

• the volatility of market prices, rates, and indices;

• the timing and volume of market activity;

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

• changes in the Bank’s capital structure and composition;

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

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

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

• changes in Bank members’ demand for Bank advances;

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

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

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

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

• the willingness of the Bank’s members to do business with the Bank;

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

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• the impact of any changes and developments in FHLBank System-wide debt issuance and governance practices;

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

• changes in key Bank personnel;

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

• changes in the FHLBanks’ long-term credit ratings;

• the impending discontinuance of the London Interbank Offered Rate (LIBOR) or any other interest rate benchmark and the adverse consequence it could have for market participants, including the Bank; and

• the satisfaction of any claims and payment of administrative expenses upon the Financing Corporation’s dissolution.

Readers of this report should not rely solely on the forward-looking statements and should consider all risks and uncertainties addressed throughout this report, as well as those discussed under “Item 1A. Risk Factors.”

Overview

The Bank serves eligible financial institutions in Arizona, California and Nevada, the three states that make up the Eleventh District of the FHLBank System. The Bank’s primary business is providing competitively priced, collateralized loans, known as advances, to its member institutions and certain qualifying housing associates. The Bank’s principal source of funds is debt issued in the capital markets. All 11 FHLBanks issue debt in the form of consolidated obligations through the Office of Finance as their agent, and all 11 FHLBanks are jointly and severally liable for the repayment of all consolidated obligations.

Net income for 2019 was $327 million, compared with net income of $360 million for 2018. The $33 million decrease in net income primarily reflected a decrease in net interest income, partially offset by an increase in other income. Net interest income decreased by $70 million, from $601 million for 2018 to $531 million for 2019. This decrease was primarily attributable to lower spreads on interest-earning assets as well as a retrospective adjustment of the effective yields on mortgage loans driven by a lower interest rate environment.

In addition, net interest income was affected by new hedge accounting guidance adopted on January 1, 2019, which required changes in the fair value of a derivative that was designated as a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, to be recorded in net interest income with the earnings effect of the hedged item, instead of other income. The guidance was applied prospectively, so the gains and losses on fair value hedges for 2019 are presented in net interest income. Net fair value losses for 2019 on designated fair value hedges recorded in net interest income were $10 million, contributing to the decline in net interest income.

Other income for 2019 increased by $32 million, which primarily reflected an improvement in net fair value losses associated with derivatives and financial instruments carried at fair value, as well as the effect of the new accounting guidance.

Retained earnings grew to $3.5 billion at December 31, 2019, from $3.3 billion at December 31, 2018, resulting from net income of $327 million in 2019, partially offset by dividends at an annualized rate of 7.00%, totaling $220 million, including $206 million in dividends on capital stock and $14 million in dividends on mandatorily redeemable capital stock during 2019.

Total assets decreased $2.5 billion during 2019, to $106.8 billion at December 31, 2019, from $109.3 billion at December 31, 2018. Total advances decreased $8.0 billion, to $65.4 billion at December 31, 2019, from $73.4 billion at December 31, 2018. Investments increased $5.2 billion, to $37.6 billion at December 31, 2019, from $32.4 billion at December 31, 2018, primarily reflecting an increase of $8.6 billion in available-for-sale (AFS) securities, partially offset by a decrease of $3.5 billion in held-to-maturity (HTM) securities.

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Accumulated other comprehensive income (AOCI) increased by $39 million during 2019, to $274 million at December 31, 2019, from $235 million at December 31, 2018, primarily as a result of improvement in the fair value of MBS classified as AFS.

On February 20, 2020, the Bank’s Board of Directors declared a quarterly cash dividend on the capital stock outstanding during the fourth quarter of 2019 at an annualized rate of 7.00%. The dividend will total $54 million, including $2 million in dividends on mandatorily redeemable capital stock that will be reflected as interest expense in the first quarter of 2020. The Bank recorded the dividend on February 20, 2020, and expects to pay the dividend on March 12, 2020.

As of December 31, 2019, the Bank was in compliance with all of its regulatory capital requirements. The Bank’s total regulatory capital ratio was 6.2%, exceeding the 4.0% requirement. The Bank had $6.6 billion in permanent capital, exceeding its risk-based capital requirement of $1.5 billion.

The Bank will continue to monitor the condition of its balance sheet, its financial performance, its capital position, overall financial market conditions, and other relevant information as the basis for determining the payment of dividends in future quarters.

On October 2, 2019, the Financing Corporation, formed pursuant to the Federal Savings and Loan Insurance Corporation Recapitalization Act of 1987 to provide financing for the resolution of failed savings and loan associations, commenced the process of dissolution in accordance with relevant statutory requirements and the terms of a plan of dissolution approved by the Director of the Federal Housing Finance Agency (Finance Agency). Subject to the satisfaction of any claims and the payment of other administrative expenses upon the Financing Corporation’s dissolution, which is expected to occur in the first half of 2020, any surplus and remaining cash on hand of the Financing Corporation is expected to be distributed to the FHLBanks, as the Financing Corporation’s sole stockholders, in proportion to their ownership in the Financing Corporation’s nonvoting capital stock. The Bank’s ownership in the Financing Corporation’s nonvoting capital stock is 19.96%. The receipt by the FHLBanks of any such distribution from the Financing Corporation will be treated as a partial return of their prior capital contributions to the Financing Corporation and credited to their unrestricted retained earnings.

Results of Operations

Comparison of 2019 and 2018

Net Interest Income. The primary source of the Bank’s earnings is net interest income, which is the interest earned on advances, mortgage loans, and investments, including net accretion of related income from improvement in expected cash flows on certain other-than-temporarily-impaired private-label residential mortgage-backed securities (PLRMBS), less interest paid on consolidated obligations, deposits, mandatorily redeemable capital stock, and other borrowings. The Average Balance Sheets table that follows present the average balances of interest-earning asset categories and the sources that funded those interest-earning assets (liabilities and capital) for the years ended December 31, 2019 and 2018, together with the related interest income and expense. It also presents the average rates on total interest-earning assets and the average costs of total funding sources.

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Average Balance Sheets
	2019(1)							2018
(Dollars in millions)	Average Balance			Interest Income/ Expense		Average Rate		Average Balance			Interest Income/ Expense		Average Rate
Assets
Interest-earning assets:
Interest-bearing deposits	$	2,307		$	51	2.23	%	$	1,787		$	35	1.97	%
Securities purchased under agreements to resell	7,770			174		2.24		5,328			106		1.99
Federal funds sold	4,856			114		2.35		8,581			160		1.87
Trading securities:
MBS	4			—		3.74		5			—		3.02
Other investments	601			15		2.42		722			16		2.15
AFS securities:(2)
MBS(3)(4)	8,471			354		4.17		3,918			247		6.30
Other investments(4)	1,972			40		2.05		—			—		—
HTM securities:(2)
MBS	9,345			269		2.87		12,779			327		2.56
Other investments	45			1		2.79		350			8		2.20
Mortgage loans held for portfolio	3,277			87		2.64		2,648			98		3.70
Advances(4)	67,604			1,677		2.48		73,905			1,563		2.11
Loans to other FHLBanks	6			—		2.95		2			—		2.04
Total interest-earning assets	106,258			2,782		2.62		110,025			2,560		2.33
Other assets(5)(6)	876			—				891			—
Total Assets	$	107,134		$	2,782			$	110,916		$	2,560
Liabilities and Capital
Interest-bearing liabilities:
Consolidated obligations:
Bonds(4)	$	72,255		$	1,631	2.26	%	$	73,476		$	1,393	1.90	%
Discount notes	26,714			599		2.24		29,644			537		1.81
Deposits and other borrowings	322			7		2.13		281			5		1.70
Mandatorily redeemable capital stock	176			14		7.90		262			24		9.17
Borrowings from other FHLBanks	7			—		2.27		6			—		1.83
Total interest-bearing liabilities	99,474			2,251		2.26		103,669			1,959		1.89
Other liabilities(5)	1,008			—				613			—
Total Liabilities	100,482			2,251				104,282			1,959
Total Capital	6,652			—				6,634			—
Total Liabilities and Capital	$	107,134		$	2,251			$	110,916		$	1,959
Net Interest Income				$	531						$	601
Net Interest Spread(7)						0.36	%						0.44	%
Net Interest Margin(8)						0.50	%						0.55	%
Interest-earning Assets/Interest-bearing Liabilities	106.82		%					106.13		%

(1) Upon adoption of new hedging guidance applied prospectively on January 1, 2019, interest amounts reported for 2019 for advances, investment securities, and consolidated obligation bonds include the realized and unrealized gain/(loss) on hedged items and derivatives in qualifying hedge relationships.

(2) The average balances of AFS securities and HTM securities are reflected at amortized cost. As a result, the average rates do not reflect changes in fair value or non-credit-related OTTI losses.

(3) Interest income on AFS securities includes accretion of yield adjustments on other-than-temporarily impaired PLRMBS (resulting from improvement in expected cash flows) totaling $61 million and $63 million in 2019 and 2018, respectively.

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

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	2019
(In millions)	Advances		AFS Securities			Consolidated Obligation Bonds			Total
Gain/(loss) on designated fair value hedges	$	—	$	(9	)	$	(1	)	$	(10	)
Net interest settlements on derivatives	15		(27		)	(15		)	(27		)
Total net interest income/(expense)	$	15	$	(36	)	$	(16	)	$	(37	)

	2018
(In millions)	Advances		AFS Securities		Consolidated Obligation Bonds			Total
(Amortization)/accretion of hedging activities	$	1	$	—	$	—		$	1
Net interest settlements on derivatives	51		3		(20		)	34
Total net interest income/(expense)	$	52	$	3	$	(20	)	$	35

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

(6) Includes non-credit-related OTTI losses on AFS and HTM securities.

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

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

Net interest income in 2019 was $531 million, a 12% decrease from $601 million in 2018. The following table details the changes in interest income and interest expense for 2019 compared to 2018. Changes in both volume and interest rates influence changes in net interest income, net interest spread, and net interest margin.

Change in Net Interest Income: Rate/Volume Analysis 2019 Compared to 2018
	Increase/ (Decrease)			Attributable to Changes in(1)
(In millions)				Average Volume			Average Rate
Interest-earning assets:
Interest-bearing deposits	$	16		$	11		$	5
Securities purchased under agreements to resell	68			53			15
Federal funds sold	(46		)	(81		)	35
Trading securities: Other investments	(1		)	(3		)	2
AFS securities:
MBS(2)	107			212			(105		)
Other investments(2)	40			40			—
HTM securities:
MBS	(58		)	(95		)	37
Other investments	(7		)	(9		)	2
Mortgage loans held for portfolio	(11		)	20			(31		)
Advances(2)	114			(141		)	255
Total interest-earning assets	222			7			215
Interest-bearing liabilities:
Consolidated obligations:
Bonds(2)	238			(23		)	261
Discount notes	62			(57		)	119
Deposits and other borrowings	2			1			1
Mandatorily redeemable capital stock	(10		)	(7		)	(3		)
Total interest-bearing liabilities	292			(86		)	378
Net interest income	$	(70	)	$	93		$	(163	)

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

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

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The net interest margin was 50 basis points for 2019, 5 basis points lower than the net interest margin for 2018, which was 55 basis points. The net interest spread was 36 basis points for 2019, 8 basis points lower than the net interest spread for 2018, which was 44 basis points. These decreases were primarily due to the effects of changes in market interest rates, interest rate volatility, and other market factors during the period and due to net fair value losses on hedging activities included in net interest income beginning January 1, 2019, upon implementation of Accounting Standards Update 2017-12.

For securities previously identified as other-than-temporarily impaired, the Bank updates its estimate of future estimated cash flows on a regular basis. If there is no additional impairment on the security, any improvement in expected cash flows is accreted into interest income. As a result of improvements in the estimated cash flows of securities previously identified as other-than-temporarily impaired, the net accretion of income is likely to continue to be a positive source of net interest income in future periods. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Amortization of Premiums and Accretion of Discounts and OTTI on MBS and Purchased Mortgage Loans” for further information.)

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

Beginning January 1, 2019, the Bank prospectively adopted new hedge accounting guidance, which, among other things, permits hedging of the benchmark risk component of cash flows in a fair value hedge. The Bank modified the risk of prospective fair value hedges from the contractual coupon interest rate to the benchmark rate component, improving hedge effectiveness. The Bank plans to discontinue certain legacy hedge relationships and re-designate these relationships using the benchmark risk component method. By adopting the new hedge accounting guidance prospectively and de-designating and re-designating certain legacy hedge relationships, the Bank’s reported earnings in future periods may be less volatile than they were prior to using this method.

Other Income/(Loss). The following table presents the components of “Other Income/(Loss)” for the years ended December 31, 2019 and 2018.

Other Income/(Loss)
(In millions)	2019			2018
Other Income/(Loss):
Total OTTI loss	$	(14	)	$	(23	)
Net amount of OTTI loss reclassified to/(from) AOCI	3			12
Net OTTI loss, credit-related	(11		)	(11		)
Net gain/(loss) on trading securities(1)	(2		)	(2		)
Net gain/(loss) on advances and consolidated obligation bonds held under fair value option	101			(21		)
Net gain/(loss) on derivatives and hedging activities	(92		)	5
Other	25			18
Total Other Income/(Loss)	$	21		$	(11	)

(1) The net loss on trading securities that were economically hedged totaled $1 million and $1 million in 2019 and 2018, respectively.

Net Other-Than-Temporary Impairment Loss, Credit-Related – Each quarter, the Bank updates its other-than-temporary impairment (OTTI) analysis to reflect current and anticipated housing market conditions, observed and anticipated borrower behavior, and updated information on the loans supporting the Bank’s PLRMBS.

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Additional information about the OTTI loss is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Investments” and in “Item 8. Financial Statements and Supplementary Data – Note 7 – Other-Than-Temporary Impairment Analysis.”

Net Gain/(Loss) on Advances and Consolidated Obligation Bonds Held Under Fair Value Option – The following table presents the net gain/(loss) on advances and consolidated obligation bonds held under the fair value option for the years ended December 31, 2019 and 2018.

Net Gain/(Loss) on Advances and Consolidated Obligation Bonds Held Under Fair Value Option
(In millions)	2019			2018
Advances	$	116		$	(25	)
Consolidated obligation bonds	(15		)	4
Total	$	101		$	(21	)

Under the fair value option, the Bank elected to carry certain assets and liabilities at fair value. In general, transactions elected for the fair value option are in economic hedge relationships. Gains or losses on these transactions are generally offset by gains or losses on the derivatives that economically hedge these instruments.

The net gains/(losses) on advances and consolidated obligation bonds held under the fair value option were primarily driven by the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the actual terms on the advances and consolidated obligation bonds during the period.

Additional information about advances and consolidated obligation bonds held under the fair value option is provided in “Item 8. Financial Statements and Supplementary Data – Note 19 – Fair Value.”

Net Gain/(Loss) on Derivatives and Hedging Activities – Under the accounting for derivative instruments and hedging activities, the Bank is required to carry all of its derivative instruments on the Statement of Condition at fair value. If derivatives meet the hedging criteria, including effectiveness measures, the carrying value of the underlying hedged instruments may also be adjusted to reflect changes in the fair value attributable to the risk being hedged so that some or all of the unrealized gain or loss recognized on the derivative is offset by a corresponding unrealized gain or loss on the underlying hedged instrument. In addition, certain derivatives are associated with assets or liabilities but do not qualify as fair value hedges under the accounting for derivative instruments and hedging activities. These economic hedges are recorded on the Statement of Condition at fair value with the unrealized gain or loss recorded in earnings without any offsetting unrealized gain or loss from the associated asset or liability.

Prior to January 1, 2019, for fair value hedges, the amount by which the change in the fair value of the derivative differed from the change in the fair value of the hedged item was recorded in other income as “Net gain/(loss) on derivatives and hedging activities.” The following table shows the accounting classification of hedges and the categories of hedged items that contributed to the gains and losses on derivatives and hedged items that were recorded in “Net gain/(loss) on derivatives and hedging activities” in 2019 and 2018.

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Sources of Gains/(Losses) Recorded in Net Gain/(Loss) on Derivatives and Hedging Activities 2019 Compared to 2018
(In millions)	2019(1)									2018
	Gain/(Loss) on			Income/ (Expense) on						Gain/(Loss)						Income/ (Expense) on
Hedged Item	Economic Hedges			Economic Hedges			Total			Fair Value Hedges, Net			Economic Hedges			Economic Hedges			Total
Advances:
Elected for fair value option	$	(108	)	$	17		$	(91	)	$	—		$	3		$	14		$	17
Not elected for fair value option	13			(14		)	(1		)	2			18			(7		)	13
Consolidated obligation bonds:
Elected for fair value option	12			(4		)	8			—			(4		)	(2		)	(6		)
Not elected for fair value option	45			(16		)	29			(1		)	(22		)	(15		)	(38		)
Consolidated obligation discount notes:
Not elected for fair value option	(46		)	2			(44		)	—			19			(3		)	16
MBS:
Not elected for fair value option	(1		)	—			(1		)	(8		)	—			—			(8		)
Non-MBS investments:
Not elected for fair value option	4			(1		)	3			—			1			—			1
Mortgage delivery commitment:
Not elected for fair value option	4			—			4			—			13			—			13
Price alignment amount(2)	1			—			1			—			(3		)	—			(3		)
Total	$	(76	)	$	(16	)	$	(92	)	$	(7	)	$	25		$	(13	)	$	5

(1) Upon adoption of new hedge accounting guidance applied prospectively on January 1, 2019, amounts reported for 2019 exclude the realized and unrealized gain/(loss) on hedged items and derivatives in qualifying hedge relationships.

(2) This amount is for derivatives for which variation margin on cleared derivatives is characterized as a daily settled contract.

During 2019, net losses on derivatives and hedging activities totaled $92 million compared to net gains of $5 million in 2018. These amounts included expense of $16 million and expense of $13 million resulting from net settlements on derivative instruments used in economic hedges in 2019 and 2018, respectively. Excluding the impact of income or expense from net settlements on derivative instruments used in economic hedges, the net gains or losses on fair value and economic hedges were primarily associated with the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors during the period.

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

Additional information about derivatives and hedging activities is provided in “Item 8. Financial Statements and Supplementary Data – Note 18 – Derivatives and Hedging Activities.”

Other Expense. Other expenses were $187 million in 2019 and 2018.

Quality Jobs Fund Expense and Other – During 2019 and 2018, the Bank made voluntary charitable contributions of $15 million and $25 million, respectively, for the Quality Jobs Fund, as well as voluntary contributions of $2 million and $3 million, respectively, to the Affordable Housing Program (AHP) to offset the impact on the AHP assessment of the charitable contribution expense.

The decrease of $10 million in Quality Jobs Fund expense was primarily offset by a $12 million increase in operating expenses.

Affordable Housing Program. The FHLBank Act requires each FHLBank to establish and fund an AHP. Each FHLBank’s AHP provides subsidies to members, which use the funds to assist in the purchase, construction, or

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rehabilitation of housing for very low-, low-, and moderate-income households. Subsidies may be in the form of direct grants or below-market interest rate advances.

To fund the AHP, the FHLBanks must set aside, in the aggregate, the greater of $100 million or 10% of the current year's net earnings (income before interest expense related to dividends paid on mandatorily redeemable capital stock and the assessment for the AHP). To the extent that the aggregate 10% calculation is less than $100 million, the FHLBank Act requires that each FHLBank contribute such prorated sums as may be required to ensure that the aggregate contribution of the FHLBanks equals $100 million. The proration would be made on the basis of the income of the FHLBanks for the previous year. In the aggregate, the FHLBanks set aside $362 million and $404 million for their AHPs in 2019 and 2018, respectively, and there was no AHP shortfall in any of those years.

The Bank’s total AHP assessments equaled $38 million in 2019, compared to $43 million in 2018. The decrease in the AHP assessments reflected lower earnings in 2019.

Return on Average Equity. Return on average equity was 4.92% in 2019, compared to 5.42% in 2018. This decrease reflected higher average equity and lower net income in 2019. Average equity was $6.7 billion for 2019, compared to $6.6 billion for 2018.

Dividends and Retained Earnings. In 2019, the Bank paid dividends at an annualized rate of 7.00%, totaling $220 million, including $206 million in dividends on capital stock and $14 million in dividends on mandatorily redeemable capital stock. In 2018, the Bank paid dividends at an annualized rate of 8.51%, totaling $283 million, including $259 million in dividends on capital stock and $24 million in dividends on mandatorily redeemable capital stock. The dividends included four quarterly dividends, totaling $233 million, and a special dividend in the amount of $50 million, which included $46 million in dividends on capital stock and $4 million in dividends on mandatorily redeemable capital stock.

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

On February 20, 2020, the Bank’s Board of Directors declared a quarterly cash dividend on the capital stock outstanding during the fourth quarter of 2019 at an annualized rate of 7.00% totaling $54 million, including $52 million in dividends on capital stock and $2 million in dividends on mandatorily redeemable capital stock. The Bank recorded the quarterly dividend on February 20, 2020. The Bank expects to pay the quarterly dividend on March 12, 2020. Dividends on mandatorily redeemable capital stock will be recognized as interest expense in the first quarter of 2020.

The Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework (Framework) assesses the level and adequacy of retained earnings and establishes amounts to be retained in restricted retained earnings, which are not made available in the current dividend period, and maintains an amount of total retained earnings at least equal to its required retained earnings as described in the Framework. As determined using the Bank’s methodology, the required level of total retained earnings was $2.5 billion from January 2018 through July 2019. In July 2019, the methodology was further revised and resulted in a required level of retained earnings of $2.4 billion. In January 2020, the methodology was further revised and resulted in a required level of retained earnings of $2.5 billion. The Bank satisfies its retained earnings requirement with both restricted retained earnings (i.e., amounts related to the Joint Capital Enhancement Agreement) and unrestricted retained earnings. The Bank’s retained earnings requirement may be changed at any time. The Board of Directors periodically reviews the retained earnings methodology and analysis to determine whether any adjustments are appropriate. Total restricted retained earnings were $713 million and $647 million as of December 31, 2019 and 2018, respectively.

The Bank will continue to monitor the condition of its balance sheet, its financial performance, its capital position, overall financial market conditions, and other relevant information as the basis for determining the payment of dividends in future quarters.

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For more information, see “Item 1. Business – Dividends and Retained Earnings” and “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital – Excess Stock Repurchase, Retained Earnings, and Dividend Framework.”

For a comparison of 2018 and 2017 results of operations, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in the Bank’s 2018 Form 10-K.

Financial Condition

Total assets were $106.8 billion at December 31, 2019, compared to $109.3 billion at December 31, 2018. Advances decreased by $8.0 billion, or 11%, to $65.4 billion at December 31, 2019, from $73.4 billion at December 31, 2018. MBS investments decreased by $0.1 billion, or 1%, to $17.8 billion at December 31, 2019, from $17.9 billion at December 31, 2018. Average total assets were $107.1 billion for 2019, a 3% decrease compared to $110.9 billion for 2018. Average advances were $67.6 billion for 2019, a 9% decrease from $73.9 billion for 2018. Average MBS investments were $17.8 billion for 2019, a 7% increase from $16.7 billion for 2018.

Advances outstanding at December 31, 2019, included unrealized gains of $286 million, of which $203 million represented unrealized gains on advances hedged in accordance with the accounting for derivative instruments and hedging activities and $83 million represented unrealized gains on economically hedged advances that are carried at fair value in accordance with the fair value option. Advances outstanding at December 31, 2018, included unrealized losses of $61 million, of which $32 million represented unrealized losses on advances hedged in accordance with the accounting for derivative instruments and hedging activities and $29 million represented unrealized losses on economically hedged advances that are carried at fair value in accordance with the fair value option. The change in the unrealized gains on the hedged advances and advances carried at fair value from December 31, 2018, to December 31, 2019, was primarily attributable to the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the terms on the Bank’s advances during the period.

Total liabilities were $100.1 billion at December 31, 2019, a decrease of $2.7 billion from $102.8 billion at December 31, 2018, reflecting a $2.8 billion decrease in consolidated obligations outstanding to $98.7 billion at December 31, 2019, from $101.5 billion at December 31, 2018. Average total liabilities were $100.5 billion for 2019, a 4% decrease compared to $104.3 billion for 2018. Average consolidated obligations were $99.0 billion for 2019 and $103.1 billion for 2018.

Consolidated obligations outstanding at December 31, 2019, included unrealized losses of $9 million on consolidated obligation bonds hedged in accordance with the accounting for derivative instruments and hedging activities and unrealized losses of $2 million on economically hedged consolidated obligation bonds that are carried at fair value in accordance with the fair value option. Consolidated obligations outstanding at December 31, 2018, included unrealized gains of $48 million on consolidated obligation bonds hedged in accordance with the accounting for derivative instruments and hedging activities and unrealized gains of $5 million on economically hedged consolidated obligation bonds that are carried at fair value in accordance with the fair value option. The change in the net unrealized losses on the hedged consolidated obligation bonds and on the consolidated obligation bonds carried at fair value from December 31, 2018, to December 31, 2019, were primarily attributable to the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors relative to the actual terms on the Bank’s consolidated obligation bonds during the period.

As provided by the FHLBank Act or regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The Bank has never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of December 31, 2019, and through the filing date of this report, does not believe that it is probable that it will be asked to do so. The par value of the outstanding consolidated obligations of the FHLBanks was $1,025.9 billion at December 31, 2019, and $1,031.6 billion at December 31, 2018.

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On August 28, 2019, S&P Global Ratings (S&P) affirmed the long-term issuer credit ratings on all of the FHLBanks at AA+. The outlook for all ratings remained stable.

On October 10, 2019, Moody’s Investors Service (Moody’s) affirmed the Aaa long-term ratings of the FHLBank System. The outlook for all ratings remained stable.

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

The Bank does not believe, as of the date of this report, that it is probable that the Bank will be required to repay any principal or interest associated with consolidated obligations for which the Bank is not the primary obligor.

Certain Bank assets, liabilities, and derivatives are indexed to LIBOR. The Bank recognizes that the impending discontinuation of LIBOR presents risks and challenges that could have an impact on the Bank’s business. For information about the risks to the Bank from discontinuation of LIBOR, see “Part I. Item 1A. Risk Factors.” Accordingly, the Bank has established the LIBOR Transition Working Group, led by the Chief Financial Officer, and developed a LIBOR Phase Out Transition Plan (Transition Plan). Among other things, the Transition Plan addresses three key strategies to mitigate the risks to the Bank associated with the discontinuation of LIBOR: (i) execute hedging strategies that permit alternative reference rates, including the Secured Overnight Financing Rate (SOFR), (ii) transact SOFR-indexed advances and bonds, and (iii) where practicable, implement improved fallback provisions for the discontinuation of LIBOR in new and legacy contracts. In addition, the Transition Plan limits new LIBOR transactions with maturities beyond the end of 2021 consistent with the limits set by the Finance Agency’s Supervisory Letter issued on September 27, 2019. The Transition Plan states that the Bank’s Asset and Liability Management Committee has primary responsibility for driving the transition from LIBOR to SOFR and that the Bank’s Business Development Committee is responsible for advance product development to facilitate our members’ transition from LIBOR to an alternative index.

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The tables below present LIBOR-indexed variable rate financial instruments by due date or termination date at December 31, 2019.

LIBOR-Indexed Financial Instruments
December 31, 2019
(In millions)	2020		2021		2022 and Thereafter		Total
Assets indexed to LIBOR:
Par value of advances by redemption term	$	10,860	$	11,300	$	260	$	22,420
Unpaid principal balance of investment securities by contractual maturity
MBS(1)	—		—		7,533		7,533
Notional amount of receive leg LIBOR interest rate swaps by termination date
Cleared	8,448		2,094		2,793		13,335
Uncleared	760		368		1,101		2,229
Total	$	20,068	$	13,762	$	11,687	$	45,517
Liabilities indexed to LIBOR:
Par value of consolidated obligation bonds by contractual maturity	$	22,030	$	165	$	—	$	22,195
Notional amount of pay leg LIBOR interest rate swaps by termination date
Cleared	19,062		3,920		272		23,254
Uncleared	1,360		1,137		420		2,917
Total	$	42,452	$	5,222	$	692	$	48,366

(1) Certain MBS with multiple indices where LIBOR is the majority index are included in this amount.

Interest rate caps and floors indexed to LIBOR totaling $430 million terminate in 2021 and totaling $550 million terminate in 2022 and thereafter.

Market activity in SOFR-indexed financial instruments continues to increase. During 2019, the Bank issued $41.8 billion in SOFR-indexed consolidated obligation bonds. The table below presents the par value of variable rate consolidated obligation bonds by interest rate index.

Variable Rate Consolidated Obligation Bonds by Interest Rate Index
(In millions)
December 31, 2019
Interest Rate Index	Amount Outstanding
LIBOR	$	22,195
SOFR	38,022
Total par value(1)	$	60,217

(1) Total variable rate consolidated obligation bonds include adjustable rate bonds and range bonds with coupons at variable rates.

For more information on LIBOR-indexed advances, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition.” For more information on LIBOR-indexed investments

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and derivatives, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management.”

Segment Information

The Bank uses an analysis of financial results based on the financial components and adjusted net interest income of two operating segments, the advances-related business and the mortgage-related business, as well as other financial information, to review and assess financial performance and determine financial management strategies related to the operations of these two business segments. For purposes of segment reporting, adjusted net interest income includes income and expense associated with net settlements from economic hedges that are recorded in “Net gain/(loss) on derivatives and hedging activities” in other income, excludes interest income and expense associated with changes in fair value of the derivative hedging instrument and the hedged item attributable to the hedged risk for designated fair value hedges that are recorded in net interest income, and excludes interest expense that is recorded in “Mandatorily redeemable capital stock.” Other key financial information, such as any credit-related OTTI losses on the Bank’s PLRMBS, other expenses, and assessments, is not included in the segment reporting analysis, but is incorporated into the Bank’s overall assessment of financial performance. For a reconciliation of the Bank’s operating segment adjusted net interest income to the Bank’s total net interest income, see “Item 8. Financial Statements and Supplementary Data – Note 17 – Segment Information.”

Advances-Related Business. The advances-related business consists of advances and other credit products, related financing and hedging instruments, liquidity and other non-MBS investments associated with the Bank’s role as a liquidity provider, and capital. Assets associated with this segment decreased $2.6 billion to $85.7 billion (80% of total assets) at December 31, 2019, from $88.3 billion (81% of total assets) at December 31, 2018.

Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on advances and non-MBS investments and the cost of the consolidated obligations funding these assets, including the net settlements from associated interest rate exchange agreements, and from earnings attributed to the Bank’s capital stock and retained earnings.

Adjusted net interest income for this segment was $307 million in 2019, a decrease of $13 million, or 4%, compared to $320 million in 2018. This decrease was primarily due to a decline in advances balances and spreads in advances-related assets.

Adjusted net interest income for this segment represented 55% and 52% of total adjusted net interest income for 2019 and 2018, respectively.

Advances – The par value of advances outstanding decreased by $8.4 billion, or 11%, to $65.1 billion at December 31, 2019, from $73.5 billion at December 31, 2018. Average advances outstanding were $67.6 billion for 2019, a 9% decrease from $73.9 billion for 2018. Outstanding balances of advances may significantly increase and decrease from period to period because of a member’s liquidity and financial strategies.

As of December 31, 2019, advances outstanding to the Bank’s top five borrowers and their affiliates decreased by $1.6 billion, and advances outstanding to the Bank’s other borrowers decreased by $6.8 billion. Advances to the top five borrowers decreased to $44.2 billion at December 31, 2019, from $45.8 billion at December 31, 2018. Two of the top five borrowers increased their borrowings from the Bank during 2019, including First Republic Bank, whose advances and capital stock exceeded 10% of the Bank’s total advances and capital stock, respectively, as of December 31, 2019. MUFG Union Bank, National Association, whose advances and capital stock also exceeded 10% of the Bank’s total advances and capital stock, respectively, as of December 31, 2019, decreased its advance balance during 2019 by $4.2 billion. (See “Item 8. Financial Statements and Supplementary Data – Note 8 – Advances – Credit and Concentration Risk” for further information.)

The Bank has a significant long-term funding arrangement with one member that contributes to the level of outstanding advances. It is possible that our advances may increase or decrease to the extent our members elect to use alternative funding resources. The $8.4 billion decrease in advances outstanding reflected a $3.2 billion

35

decrease in adjustable rate advances, a $3.5 billion decrease in fixed rate advances, and a $1.7 billion decrease in variable rate advances. The Bank has begun to offer SOFR-indexed advances to its members.

The components of the advances portfolio at December 31, 2019 and 2018, are presented in the following table.

Advances Portfolio by Product Type
	2019				2018
(Dollar in millions)	Par Value		Percentage of Total Par Value		Par Value		Percentage of Total Par Value
Adjustable – LIBOR	$	8,260	13	%	$	13,532	18	%
Adjustable – LIBOR, callable at borrower’s option	13,950		21		12,500		17
Adjustable – LIBOR, with caps and/or floors and PPS(1)	—		—		83		—
Adjustable – SOFR	5		—		—		—
Adjustable – other indices	700		1		—		—
Subtotal adjustable rate advances	22,915		35		26,115		35
Fixed	18,784		29		31,462		43
Fixed – amortizing	234		1		218		—
Fixed – with PPS(1)	3,283		5		3,819		5
Fixed – with FPS(1)	14,059		22		3,405		5
Fixed – with caps and PPS(1)	210		—		485		1
Fixed – callable at borrower’s option	74		—		752		1
Fixed – callable at borrower’s option with PPS(1)	—		—		3		—
Fixed – putable at Bank’s option with PPS(1)	20		—		20		—
Subtotal fixed rate advances	36,664		57		40,164		55
Daily variable rate	5,509		8		7,216		10
Total par value	$	65,088	100	%	$	73,495	100	%

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

The table below presents the par value of LIBOR-indexed advances by redemption term at December 31, 2019.

LIBOR-Indexed Advances by Redemption Term
(In millions)
December 31, 2019
Redemption Term	Par Value
Due in 2020	$	10,860
Due in 2021	11,300
Due in 2022 and thereafter(1)	260
Total LIBOR-Indexed Advances(2)	$	22,420

(1) For more information on the Bank’s Transition Plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition.”

(2) Total LIBOR-indexed advances include fixed rate advances with caps and PPS.

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

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Non-MBS Investments – The Bank’s non-MBS investment portfolio consists of financial instruments that are used primarily to facilitate the Bank’s role as a cost-effective provider of credit and liquidity to members and to support the operations of the Bank. The Bank’s total non-MBS investment portfolio was $19.9 billion and $14.5 billion as of December 31, 2019 and 2018, respectively. The increase in the total size of the non-MBS investment portfolio reflects purchases of U.S. Treasury bonds to increase resiliency to adverse liquidity conditions.

Interest rate payment terms for non-MBS investments classified as trading, AFS, and held-to-maturity (HTM) at December 31, 2019 and 2018, are detailed in the following table:

Non-MBS Investments: Interest Rate Payment Terms
(In millions)	2019		2018
Fair value of trading securities:
Fixed rate	$	1,762	$	—
Adjustable rate	—		656
Total trading securities	$	1,762	$	656
Amortized cost of AFS securities:
Fixed rate	$	5,281	$	—
Total AFS securities	$	5,281	$	—
Amortized cost of HTM securities:
Adjustable rate	$	—	$	100
Total	$	—	$	100

Borrowings – Total liabilities (primarily consolidated obligations) funding the advances-related business decreased to $79.0 billion at December 31, 2019, from $81.7 billion at December 31, 2018. For further information and discussion of the Bank’s joint and several liability for FHLBank consolidated obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” and “Item 8. Financial Statements and Supplementary Data – Note 20 – Commitments and Contingencies.”

To meet the specific needs of certain investors, fixed and adjustable rate consolidated obligation bonds may contain embedded call options or other features that result in complex coupon payment terms. When these consolidated obligation bonds are issued on behalf of the Bank, typically the Bank simultaneously enters into interest rate exchange agreements with features that offset the complex features of the bonds and, in effect, convert the bonds to adjustable rate instruments. For example, the Bank uses fixed rate callable bonds that are typically offset with interest rate exchange agreements with call features that offset the call options embedded in the callable bonds.

At December 31, 2019, the notional amount of interest rate exchange agreements associated with the advances-related business totaled $84.4 billion, of which $41.2 billion were hedging advances, $36.2 billion were hedging consolidated obligations, $7.0 billion were economically hedging non-MBS investments, and $40 million were offsetting derivatives. At December 31, 2018, the notional amount of interest rate exchange agreements associated with the advances-related business totaled $89.4 billion, of which $39.3 billion were hedging advances, $49.6 billion were hedging consolidated obligations, and $0.5 billion were economically hedging trading securities. The hedges associated with advances and consolidated obligations were primarily used to convert the fixed rate cash flows of the advances and consolidated obligations to adjustable rate cash flows or to manage the interest rate sensitivity and net repricing gaps of assets, liabilities, and interest rate exchange agreements.

FHLBank System consolidated obligation bonds and discount notes, along with similar debt securities issued by other GSEs such as Fannie Mae and Freddie Mac, are generally referred to as agency debt. The costs of debt issued by the FHLBanks and the other GSEs generally rise and fall with increases and decreases in general market interest rates.

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The following table presents a comparison of selected market interest rates as of December 31, 2019 and 2018. During 2019, the Federal Open Market Committee lowered the target range for overnight Federal funds by 75 basis points. As of December 31, 2019, all selected market interest rates declined relative to December 31, 2018.

Selected Market Interest Rates
Market Instrument	2019		2018
Federal Reserve target range for overnight Federal funds	1.50-1.75	%	2.25-2.50	%
Secured Overnight Financing Rate	1.55		3.00
3-month Treasury bill	1.55		2.36
3-month LIBOR	1.91		2.81
2-year Treasury note	1.57		2.49
5-year Treasury note	1.69		2.51

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

Assets associated with this segment were $21.1 billion (20% of total assets) at December 31, 2019, and $21.1 billion at December 31, 2018 (19% of total assets).

Adjusted net interest income for this segment was $256 million in 2019, a decrease of $35 million, or 12%, from $291 million in 2018. The decrease in adjusted net interest income was due to lower spreads on mortgage-related assets, primarily caused by lower spreads on new MBS investments, higher premium amortization expense, and lower accretion-related income, which more than offset the impact of higher average balances of MBS investments and mortgage loans.

Adjusted net interest income for this segment represented 45% and 48% of total adjusted net interest income for 2019 and 2018, respectively.

MBS Investments – The Bank’s MBS portfolio was $17.8 billion at December 31, 2019, compared with $17.9 billion at December 31, 2018. During 2019, the Bank’s MBS portfolio decreased primarily because of $4.1 billion in principal repayments, partially offset by $3.4 billion in new agency MBS investment purchases and an increase in basis adjustments for active hedging relationships of $0.3 billion. Average MBS investments were $17.8 billion in 2019, an increase of $1.1 billion from $16.7 billion in 2018. For a discussion of the composition of the Bank’s MBS portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Investments.”

Interest rate payment terms for MBS investments classified as trading, AFS, and HTM at December 31, 2019 and 2018, are shown in the following table:

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MBS Investments: Interest Rate Payment Terms
(In millions)	2019		2018
Fair value of trading securities:
Adjustable rate	$	4	$	5
Total trading securities	$	4	$	5
Amortized cost of AFS securities:
Fixed rate	$	8,156	$	4,506
Adjustable rate	1,769		2,170
Total AFS securities	$	9,925	$	6,676
Amortized cost of HTM securities:
Fixed rate	$	2,082	$	2,950
Adjustable rate	5,464		8,042
Total HTM securities	$	7,546	$	10,992

MPF Program – Under the MPF Program, the Bank may purchase from members, for its own portfolio, conventional conforming fixed rate mortgage loans under the MPF Original product and mortgage loans insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs (VA) under the MPF Government product. In addition, the Bank may facilitate the purchase of conforming fixed rate mortgage loans from members for concurrent sale to Fannie Mae under the MPF Xtra product; of jumbo fixed rate mortgage loans for concurrent sale to Redwood Residential Acquisition Corporation, a subsidiary of Redwood Trust, Inc., a real estate investment trust, under the MPF Direct product; and of government-insured or government-guaranteed mortgage loans that will be packaged into securities backed by the mortgage loans and guaranteed by Ginnie Mae under the MPF Government MBS product. When members sell mortgage loans under the MPF Xtra, MPF Direct, and MPF Government MBS products, the loans are sold to a third-party investor and are not recorded on the Bank’s Statements of Condition.

As of December 31, 2019, all mortgage loans purchased by the Bank under the MPF Program were qualifying conventional conforming fixed rate, first lien mortgage loans with fully amortizing loan terms of up to 30 years. A conventional loan is one that is not insured by the federal government or any of its agencies. Conforming loan size, which is established annually as required by Finance Agency regulations, may not exceed the loan limits set by the Finance Agency each year. All MPF loans are secured by owner-occupied, one- to four-unit residential properties or single-unit second homes. The Bank purchased $1.3 billion in eligible loans under the MPF Original product during 2019.

The MPF Servicing Guide establishes the MPF Program requirements for loan servicing and servicer eligibility. At the time the Bank purchases loans under the MPF Program, the member selling the loans makes representations that all mortgage loans it delivers to the Bank have the characteristics of an investment quality mortgage. An investment quality mortgage is a loan that is made to a borrower from whom repayment of the debt can be expected, is adequately secured by real property, and was originated and is being serviced in accordance with the MPF Origination Guide and MPF Servicing Guide or an approved waiver.

The FHLBank of Chicago, which developed the MPF Program, establishes the minimum eligibility standards for members to participate in the program, the structure of the MPF products, and the standard eligibility criteria for the loans; establishes pricing and manages the delivery mechanism for the loans; publishes and maintains the MPF Origination Guide and the MPF Servicing Guide; and provides operational support for the program. In addition, the FHLBank of Chicago acts as master servicer and as master custodian for the MPF loans held by the Bank and is compensated for these services through fees paid by the Bank. The FHLBank of Chicago is obligated to provide operational support to the Bank for all loans purchased until those loans are fully repaid.

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Mortgage loan balances increased to $3.3 billion at December 31, 2019, from $3.1 billion at December 31, 2018, an increase of $0.2 billion. Average mortgage loans were $3.3 billion in 2019, an increase of $0.7 billion from $2.6 billion in 2018.

At December 31, 2019 and 2018, the Bank held conventional conforming fixed rate mortgage loans purchased under one of two MPF products, MPF Plus or MPF Original, which are described in greater detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – MPF Program.” Mortgage loan balances at December 31, 2019 and 2018, were as follows:

Mortgage Loan Balances by MPF Product Type
(In millions)	2019			2018
MPF Plus	$	177		$	213
MPF Original	3,049			2,754
Subtotal	3,226			2,967
Unamortized premiums	91			104
Unamortized discounts	(3		)	(5		)
Mortgage loans held for portfolio	3,314			3,066
Less: Allowance for credit losses	—			—
Mortgage loans held for portfolio, net	$	3,314		$	3,066

The following table presents the balances of loans wholly owned by the Bank and loans with allocated participation interests that were outstanding as of December 31, 2019 and 2018. Only the FHLBank of Chicago owned participation interests in any of the Bank’s MPF loans.

Balances Outstanding on Mortgage Loans
(Dollars in millions)	2019		2018
Outstanding amounts wholly owned by the Bank	$	3,169	$	2,897
Outstanding amounts with participation interests by FHLBank:
San Francisco	57		70
Chicago	42		51
Total	$	3,268	$	3,018
Number of loans outstanding:
Number of outstanding loans wholly owned by the Bank	7,702		7,018
Number of outstanding loans participated	1,039		1,302
Total number of loans outstanding	8,741		8,320

Under the Bank’s agreement with the FHLBank of Chicago, the credit risk is shared pro rata between the two FHLBanks according to: (i) their respective ownership of the loans in each master commitment for MPF Plus and (ii) their respective participation shares of the first loss account for the master commitment for MPF Original.

The Bank is responsible for credit oversight of the participating financial institution, which consists of monitoring the financial condition of the participating financial institution on a quarterly basis and holding collateral to secure the participating financial institution’s outstanding credit enhancement obligations. Monitoring of the participating financial institution’s financial condition includes an evaluation of its capital, assets, management, earnings, and liquidity.

The Bank performs periodic reviews of its mortgage loan portfolio to identify probable credit losses in the portfolio and to determine the likelihood of collection on the loans in the portfolio. For more information on the Bank’s

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mortgage loan portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – MPF Program” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Allowance for Credit Losses – Mortgage Loans Acquired Under the MPF Program.”

Borrowings – Total consolidated obligations funding the mortgage-related business was $21.1 billion at December 31, 2019 and 2018. For further information and discussion of the Bank’s joint and several liability for FHLBank consolidated obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” and “Item 8. Financial Statements and Supplementary Data – Note 20 – Commitments and Contingencies.”

The notional amount of derivative instruments associated with the mortgage-related business totaled $16.6 billion at December 31, 2019, of which $8.5 billion were hedging or were associated with consolidated obligations funding the mortgage portfolio, and $8.1 billion were associated with MBS. The notional amount of derivative instruments associated with the mortgage-related business totaled $12.1 billion at December 31, 2018, of which $6.9 billion were hedging or were associated with consolidated obligations funding the mortgage portfolio and $5.2 billion were associated with MBS.

For information on the Bank’s management of interest rate risk and market risk related to the mortgage-related business segment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Risk Management – Market Risk.”

Liquidity and Capital Resources

The Bank’s financial strategies are designed to enable the Bank to expand and contract its assets, liabilities, and capital as membership composition and member credit needs change. The Bank’s liquidity and capital resources are designed to support its financial strategies. The Bank’s primary source of liquidity is its access to the debt capital markets through consolidated obligation issuance, which is described in “Item 1. Business – Funding Sources.” The Bank’s status as a GSE is critical to maintaining its access to the capital markets. Although consolidated obligations are backed only by the financial resources of the FHLBanks and are not guaranteed by the U.S. government, the capital markets have traditionally treated the FHLBanks’ consolidated obligations as comparable to federal agency debt, providing the FHLBanks with access to funding at relatively favorable rates. The maintenance of the Bank’s capital resources is governed by its capital plan.

Liquidity

The Bank strives to maintain the liquidity necessary to repay maturing consolidated obligations for which it is the primary obligor, meet other obligations and commitments, and meet expected and unexpected member credit demands. The Bank monitors its financial position to maintain ready access to available funds to meet normal transaction requirements, take advantage of appropriate investment opportunities, and manage unforeseen liquidity demands.

The Bank is also able to contract its balance sheet as borrowers’ credit needs decrease. As changing borrower credit needs result in reduced advances, borrowers will have capital stock in excess of the amount required by the Bank’s capital plan. The Bank’s capital plan allows the Bank to repurchase a borrower’s excess capital stock, including mandatorily redeemable capital stock, at the Bank’s discretion, subject to certain statutory and regulatory requirements and to the Bank’s Risk Management Policy, Capital Plan, and the Framework. Surplus capital stock is defined as any stock holdings in excess of 115% of a member’s minimum stock requirement. The Bank may also allow its consolidated obligations to mature without replacement or repurchase and retire outstanding consolidated obligations, allowing its balance sheet to contract.

The Bank is not able to predict future trends in member credit needs since they are driven by complex interactions among a number of factors, including members’ mortgage loan growth, other asset portfolio growth, deposit growth, and the attractiveness of advances compared to other wholesale borrowing alternatives. The Bank regularly

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monitors current trends and anticipates future debt issuance needs with the objective of being prepared to fund its members’ credit needs and appropriate investment opportunities.

Short-term liquidity management practices are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Liquidity Risk.” The Bank manages its liquidity needs to enable it to meet all of its contractual obligations on a timely basis, to support its members’ daily liquidity needs, and to pay operating expenditures as they come due. The Bank maintains contingency liquidity plans to meet its obligations and the liquidity needs of members in the event of short-term operational disruptions at the Bank or the Office of Finance or short-term disruptions of the capital markets. For further information and discussion of the Bank’s guarantees and other commitments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Off-Balance Sheet Arrangements and Aggregate Contractual Commitments.” For further information and discussion of the Bank’s joint and several liability for FHLBank consolidated obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” and “Item 8. Financial Statements and Supplementary Data – Note 20 – Commitments and Contingencies.”

Capital

The Bank’s ability to expand as member credit needs increase is based, in part, on the capital stock requirements for advances. A member is required to maintain sufficient capital stock to support its advances activity with the Bank. Unless a member already has sufficient excess capital stock, it must increase its capital stock investment in the Bank as its balance of outstanding advances increases. Under the Bank’s capital plan, the Bank may also require a member to purchase activity-based stock for mortgage loans purchased and held by the Bank. The activity-based capital stock requirement is currently 2.7% for outstanding advances and 0.0% for mortgage loans purchased and held by the Bank, while the Bank’s minimum regulatory capital-to-assets ratio requirement is currently 4.0%; therefore, the Bank maintains a certain required level of retained earnings to support capital compliance and business growth. For more information, see “Item 1. Business – Dividends and Retained Earnings” and “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital – Excess Stock Repurchase, Retained Earnings, and Dividend Framework.” Currently, the Bank does not have a capital stock requirement for the issuance of standby letters of credit. The Bank has received regulatory communication relating to the inclusion of an activity stock requirement for letters of credit, the specific terms of which have not yet been determined, and any such requirement will need to be included in an amended capital plan. Because the Bank’s capital plan does not provide for the issuance of Class A stock (non-permanent capital that is redeemable upon six months’ notice), regulatory capital for the Bank is composed of retained earnings and Class B stock, including mandatorily redeemable capital stock (which is classified as a liability for financial reporting purposes), and excludes accumulated other comprehensive income (AOCI).

The Bank’s practice is to repurchase the surplus capital stock of all members and the excess capital stock of all former members on a daily schedule. The Bank calculates the amount of stock to be repurchased each business day based on the shareholder’s capital stock outstanding after all stock transactions are completed for the day, ensuring that each member and former member would continue to meet its minimum capital stock requirement after the repurchase. The Bank may change this practice at any time.

A member may schedule redemption of its excess capital stock following a five-year redemption period, subject to certain conditions, by providing a written redemption notice to the Bank. Capital stock may also become subject to redemption following a five-year redemption period after a member gives notice of intention to withdraw from membership or attains nonmember status by merger or acquisition, charter termination, or other involuntary membership termination, or after a receiver or other liquidating agent for a member transfers the member’s Bank capital stock to a nonmember entity. Capital stock required to meet a withdrawing member’s membership capital stock requirement may only be redeemed at the end of the five-year redemption period, subject to statutory and regulatory limits and other conditions.

The Bank maintained its strong regulatory capital position while repurchasing $1.2 billion and $1.8 billion in excess capital stock during 2019 and 2018, respectively. The Bank is required to redeem any mandatorily redeemable capital stock that is in excess of a former member’s minimum stock requirement on or after the expiration of the

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five-year redemption date. During 2019 and 2018, the Bank redeemed de minimis amounts in mandatorily redeemable capital stock, for which the five-year redemption period had expired, at its $100 par value. The stock was redeemed on the scheduled redemption dates or, for stock that was not excess stock on its scheduled redemption date because of outstanding activity with the Bank, on the first available repurchase date after the stock was no longer required to support outstanding activity with the Bank. Total excess capital stock was $197 million as of December 31, 2019, compared to $166 million as of December 31, 2018.

The Bank will continue to monitor the condition of its balance sheet, its financial performance, its capital position, overall financial market conditions, and other relevant information as the basis for determining the repurchase of excess capital stock in future quarters.

Provisions of the Bank’s capital plan are more fully discussed in “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital.”

Regulatory Capital Requirements

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

The following table shows the Bank’s compliance with the Finance Agency’s capital requirements at December 31, 2019 and 2018. The Bank’s risk-based capital requirement decreased to $1.5 billion at December 31, 2019, from $1.9 billion at December 31, 2018.

Regulatory Capital Requirements
	2019						2018
(Dollars in millions)	Required			Actual			Required			Actual
Risk-based capital	$	1,519		$	6,605		$	1,899		$	6,522
Total regulatory capital	$	4,274		$	6,605		$	4,373		$	6,522
Total regulatory capital ratio	4.00		%	6.18		%	4.00		%	5.97		%
Leverage capital	$	5,342		$	9,908		$	5,466		$	9,783
Leverage ratio	5.00		%	9.27		%	5.00		%	8.95		%

The Bank’s capital requirements are more fully discussed in “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital.”

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Risk Management

The Bank has an integrated corporate governance and internal control framework designed to support effective management of the Bank’s business activities and the risks inherent in these activities. As part of this framework, the Bank’s Board of Directors has adopted a Risk Governance Policy that outlines the key roles and responsibilities of the Board of Directors and management and sets forth how the Bank is organized to achieve its risk management objectives, including the implementation of the Bank’s strategic objectives, risk management strategies, corporate governance, and standards of conduct. The policy also establishes the Bank’s risk governance organizational structure and identifies the general roles and responsibilities of the Board of Directors and management in establishing risk management policies, procedures, and guidelines; in overseeing the enterprise risk profile; and in implementing enterprise risk management processes and business strategies. The policy establishes an independent risk oversight function to identify, assess, measure, monitor, and report on the enterprise risk profile and risk management capabilities of the Bank.

The Bank’s risk management framework includes a risk appetite statement, risk policies, and related procedures and guidelines established by the Board of Directors and management to address and manage risk. These include both enterprise-wide risk policies and related procedures and guidelines.

The Risk Management Policy establishes risk limits, guidelines, and standards for credit risk, market risk, liquidity risk, operations risk, and business risk in accordance with Finance Agency regulations, the risk profile established by the Board of Directors, and other applicable guidelines in connection with the Bank’s overall risk management. The Member Products Policy, which applies to products offered to members and housing associates (nonmember mortgagees approved under Title II of the National Housing Act, to which the Bank is permitted to make advances under the FHLBank Act), addresses the credit risk of secured credit by establishing credit underwriting criteria, appropriate collateralization levels, and collateral valuation methodologies. The Bank also establishes polices for capital management and compliance risk management.

Business Risk

Business risk is defined as the possibility of an adverse impact on the Bank’s ability to fulfill its mission and to meet ongoing business and profitability objectives resulting from external factors that may occur in both the short and long term. Such factors may include, but are not limited to, continued financial services industry consolidation; changes in the membership base and in member demand for Bank products; the concentration of borrowing among members; the introduction of new competing products and services; increased inter-FHLBank and non-FHLBank competition; and significant adverse changes to the effectiveness and competitiveness of the Bank’s products, services, or business model associated with regulatory and legislative changes.

The identification of business risks is an integral part of the Bank’s annual planning process, and the Bank’s strategic plan identifies initiatives and plans to address these risks.

Operations Risk

Operations risk is defined as the risk of loss to the Bank resulting from inadequate or failed internal processes, resources, and systems and from external events. The Bank’s operations risk is controlled through a system of internal controls designed to minimize the risk of operational losses. Also, the Bank has established and annually tests its business continuity plan under various business disruption scenarios involving offsite recovery and the testing of the Bank’s operations and information systems. In addition, an ongoing internal audit function audits significant risk areas to evaluate the Bank’s internal controls.

Concentration Risk

Concentration risk for the Bank is defined as the exposure to loss arising from a disproportionately large number of financial transactions with a limited number of individual customers or counterparties.

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Advances. The following tables present the concentration in advances and the interest income (before the impact of interest rate exchange agreements associated with advances) from the advances to the Bank’s top five borrowers and their affiliates at December 31, 2019 and 2018.

Concentration of Advances and Interest Income from Advances Top Five Borrowers and Their Affiliates
(Dollars in millions)
December 31, 2019
Name of Borrower	Advances Outstanding		Percentage of Total Advances Outstanding		Interest Income from Advances(1)		Percentage of Total Interest Income from Advances
MUFG Union Bank, National Association	$	12,700	19	%	$	371	22	%
First Republic Bank	12,550		19		248		15
Wells Fargo & Company
Wells Fargo Financial National Bank West(2)	7,500		12		191		12
Wells Fargo Bank, National Association(3)	39		—		2		—
Subtotal Wells Fargo & Company	7,539		12		193		12
Bank of the West	6,356		10		155		9
JPMorgan Chase Bank, National Association(3)	5,055		8		174		11
Subtotal	44,200		68		1,141		69
Others	20,888		32		518		31
Total par value	$	65,088	100	%	$	1,659	100	%

December 31, 2018
Name of Borrower	Advances Outstanding		Percentage of Total Advances Outstanding		Interest Income from Advances(1)		Percentage of Total Interest Income from Advances
MUFG Union Bank, National Association	$	16,900	23	%	$	249	17	%
First Republic Bank	8,800		12		180		12
JPMorgan Chase Bank, National Association(3)	8,359		11		216		14
Bank of the West	6,707		9		150		10
Wells Fargo & Company
Wells Fargo Financial National Bank(2)	5,000		7		88		6
Wells Fargo Bank, National Association(3)	47		—		3		—
Subtotal Wells Fargo & Company	5,047		7		91		6
Subtotal	45,813		62		886		59
Others	27,682		38		622		41
Total par value	$	73,495	100	%	$	1,508	100	%

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

(2) Effective April 15, 2019, Wells Fargo Financial National Bank was renamed Wells Fargo Financial National Bank West.

(3) Nonmember institution.

Because of this concentration in advances, the Bank may perform more frequent credit and collateral reviews for some of these institutions, including more frequent analysis of detailed data on pledged loan collateral to assess the credit quality and risk-based valuation of the loans. The Bank also analyzes the implications for its financial management and profitability if it were to lose the advances business of one or more of these institutions or if the advances outstanding to one or more of these institutions were not replaced when repaid.

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If these institutions were to prepay the advances (subject to the Bank’s limitations on the amount of advances prepayments from a single borrower in a day or a month) or repay the advances as they came due and no other advances were made to replace them, the Bank’s assets would decrease significantly and income could be adversely affected. In addition, because JPMorgan Chase is not a member of the Bank, it is not able to borrow new advances from the Bank or replace outstanding advances as they are repaid or prepaid, so a decrease in advances outstanding to JPMorgan Chase, if they are not replaced with advances to other members or other assets, will result in lower total assets and may result in lower net income for the Bank. The timing and magnitude of the impact would depend on a number of factors, including: (i) the amount of advances prepaid or repaid and the period over which the advances were prepaid or repaid, (ii) the amount and timing of any decreases in capital, (iii) the profitability of the advances, (iv) the size and profitability of the Bank’s investments, (v) the extent to which debt matured as the advances were prepaid or repaid, and (vi) the ability of the Bank to extinguish debt or transfer it to other FHLBanks and the costs to extinguish or transfer the debt. As discussed in “Item 1. Business – Our Business Model,” the Bank’s financial strategies are designed to enable it to expand and contract its assets, liabilities, and capital in view of changes in membership composition and member credit needs. Under the Bank’s capital plan, the Bank may repurchase all of a shareholder’s excess capital stock, including any excess mandatorily redeemable capital stock, at the Bank’s discretion, subject to certain statutory and regulatory requirements.

MPF Program. The Bank had the following concentration in MPF loans with institutions whose outstanding total of mortgage loans sold to the Bank represented 10% or more of the Bank’s total outstanding mortgage loans at December 31, 2019 and 2018.

Concentration of Mortgage Loans
(Dollars in millions)
December 31, 2019
Name of Institution	Mortgage Loan Balances Outstanding		Percentage of  Total Mortgage Loan Balances Outstanding		Number of Mortgage Loans Outstanding	Percentage of Total Number of Mortgage  Loans Outstanding
Fremont Bank	$	1,880	58	%	3,351	38	%
Bank of Hope	361		11		845	10
Logix Federal Credit Union	327		10		912	10
Subtotal	2,568		79		5,108	58
Others	658		21		3,633	42
Total	$	3,226	100	%	8,741	100	%

December 31, 2018
Name of Institution	Mortgage Loan Balances Outstanding		Percentage of  Total Mortgage Loan Balances Outstanding		Number of Mortgage Loans Outstanding	Percentage of Total Number of Mortgage  Loans Outstanding
Fremont Bank	$	1,923	65	%	3,467	42	%
Bank of Hope	315		11		693	8
Subtotal	2,238		76		4,160	50
Others	729		24		4,160	50
Total	$	2,967	100	%	8,320	100	%

Members that sell mortgage loans to the Bank through the MPF Program make representations and warranties that the loans comply with the MPF underwriting guidelines. In the event a mortgage loan does not comply with the MPF underwriting guidelines, the Bank’s agreement with the participating financial institution provides that the institution is required to repurchase the loan as a result of the breach of the institution’s representations and warranties. The Bank may, at its discretion, choose to retain the loan if the Bank determines that the noncompliance can be cured or mitigated through additional contract assurances from the institution or any successor. In addition,

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most participating financial institutions have retained the servicing on the mortgage loans purchased by the Bank, and the servicing obligation of any former participating financial institution is held by the successor or another Bank-approved financial institution. The FHLBank of Chicago (the MPF Provider and master servicer) has contracted with Wells Fargo Bank, National Association, to monitor the servicing performed by all participating financial institutions and successors, including Bank of Hope, Fremont Bank, and Logix Federal Credit Union. The Bank obtains a Type II Statement on Standards for Attestation Engagements No. 18 service auditor's report to confirm the effectiveness of the MPF Provider's controls over the services it provides to the Bank, including its monitoring of the participating financial institutions’ servicing. The Bank has the right to transfer the servicing at any time, without paying the participating financial institution or any successor a servicing termination fee, in the event a participating financial institution or any successor does not meet the MPF servicing requirements. The Bank may also transfer servicing without cause subject to a servicing transfer fee payable to the participating financial institution or any successor.

Investments. The following table presents the portfolio concentration in the Bank’s investment portfolios at December 31, 2019 and 2018, with U.S. government corporation and GSE issuers and other issuers (at the time of purchase), whose aggregate carrying values represented 10% or more of the Bank’s capital (including mandatorily redeemable capital stock). The amounts include securities issued by the issuer’s holding company, along with its affiliated companies. The Bank’s investment portfolio includes securities classified as trading, AFS, and HTM.

Investments: Portfolio Concentration
	2019				2018
(In millions)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Non-MBS:
Housing finance agency bonds:
California Housing Finance Agency (CalHFA) bonds	$	—	$	—	$	100	$	97
U.S. obligations – Treasury securities	7,050		7,050		—		—
GSEs:
Federal Farm Credit Bank (FFCB) bonds	—		—		656		656
Total non-MBS	7,050		7,050		756		753
MBS:
Other U.S. obligations:
Ginnie Mae	474		479		614		608
GSEs:
Freddie Mac	4,465		4,463		5,857		5,825
Fannie Mae	9,836		9,853		7,708		7,708
Total GSEs	14,301		14,316		13,565		13,533
PLRMBS:
Other(1)	2,981		2,982		3,746		3,745
Total PLRMBS	2,981		2,982		3,746		3,745
Total MBS	17,756		17,777		17,925		17,886
Total securities	$	24,806	$	24,827	$	18,681	$	18,639

(1) Includes issuers of securities that have a carrying value that is less than 10% of total Bank capital (including mandatorily redeemable capital stock).

Many of the Bank’s members and their affiliates are extensively involved in residential mortgage finance. Accordingly, members or their affiliates may be involved in the sale of MBS to the Bank or in the origination or securitization of the mortgage loans backing the MBS purchased by the Bank.

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Capital Stock. The following table presents the concentration in capital stock held by institutions whose capital stock ownership represented 10% or more of the Bank’s outstanding capital stock, including mandatorily redeemable capital stock, as of December 31, 2019 or 2018.

Concentration of Capital Stock
Including Mandatorily Redeemable Capital Stock
(Dollars in millions)	2019				2018
Name of Institution	Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding		Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding
MUFG Union Bank, National Association	$	394	12	%	$	456	14	%
First Republic Bank	368		12		273		9
Subtotal	762		24		729		23
Others	2,376		76		2,447		77
Total	$	3,138	100	%	$	3,176	100	%

Derivative Counterparties. The following table presents the concentration in derivatives with derivative counterparties whose outstanding notional balances represented 10% or more of the Bank’s total notional amount of derivatives outstanding as of December 31, 2019 and 2018.

Concentration of Derivative Counterparties
(Dollars in millions)	2019					2018
Derivative Counterparty	Credit   Rating(1)	Notional Amount		Percentage of Total Notional Amount		Credit   Rating(1)	Notional Amount		Percentage of Total Notional Amount
Uncleared
Others	At least BBB	$	11,476	11	%	At least BBB	$	24,282	24	%
Subtotal uncleared		11,476		11			24,282		24
Cleared
LCH Ltd(2)
Credit Suisse Securities (USA) LLC	A	61,067		61		A	46,425		46
Morgan Stanley & Co. LLC	A	28,483		28		A	30,758		30
Subtotal cleared		89,550		89			77,183		76
Total(3)		$	101,026	100	%		$	101,465	100	%

(1) The credit ratings used by the Bank are based on the lower of Moody’s Investors Service or S&P Global Ratings ratings. 

(2) London Clearing House (LCH) Ltd is the Bank’s counterparty for all of its cleared swaps and was upgraded from A+ to AA- by S&P on May 21, 2019. On August 1, 2019, S&P placed LCH Ltd’s AA- rating on CreditWatch Negative after its ultimate parent London Stock Exchange Group PLC (LSE Group) announced a major acquisition. For purposes of clearing swaps with LCH Ltd, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are the Bank’s clearing agents.

(3) Total notional amount at December 31, 2019 and 2018, does not include $46 million and $12 million of mortgage delivery commitments with members, respectively.

Liquidity Risk

Liquidity risk is defined as the risk that the Bank will be unable to meet its obligations as they come due or meet the credit needs of its members and eligible nonmember borrowers in a timely and cost-effective manner. The Bank is required to maintain liquidity for operating needs and for contingency purposes in accordance with Finance Agency regulations and guidelines and with the Bank’s own Risk Management Policy.

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The Bank generally manages operational, contingent, and refinancing risks using a portfolio of cash and short-term investments and access to the debt capital markets. In addition, the Bank maintains alternate sources of funds, detailed in its contingent liquidity plan, which also includes an explanation of how sources of funds may be allocated under stressed market conditions, such as short-term operational disruptions at the Bank or the Office of Finance or short-term disruptions in the debt capital markets.

The Bank has a regulatory contingent liquidity requirement to maintain at least 5 business days of liquidity to enable it to meet its obligations without issuance of new consolidated obligations. In addition, the Finance Agency has established base case liquidity guidelines that each FHLBank maintain sufficient on-balance sheet liquidity at least equal to its anticipated cash outflows, assuming no new consolidated obligation issuance, renewal of all maturing advances, a specified percentage drawdown on letters of credit balances, and certain Treasury investments as a source of funds. The Finance Agency’s guidance provides that base case liquidity should generally be maintained for 10 to 30 days. In addition, Finance Agency guidance specifies tolerance levels related to the size of each FHLBank’s funding gaps to measure the difference between assets and liabilities that are scheduled to mature during a specified period, expressed as a percentage of total assets. The guidance limits three-month and one-year funding gaps between the range of –10% to –20% and –25% to –35%, respectively. Funding gaps are measured at monthend, using the average ratio for the three most recent monthends.

In addition to the regulatory contingent liquidity requirement and the Finance Agency’s guidelines on contingent liquidity, the Bank models its cash commitments and expected cash flows on a daily basis to determine its projected liquidity position. If a market or operational disruption occurred that prevented the issuance of new consolidated obligations, the Bank could meet its obligations by: (i) allowing short-term liquid investments to mature, (ii) using eligible securities as collateral for repurchase agreement borrowings, and (iii) if necessary, allowing advances to mature without renewal. In addition, the Bank may be able to borrow on a short-term unsecured basis from other financial institutions (Federal funds purchased) or other FHLBanks (inter-FHLBank borrowings).

The Bank actively monitors and manages refinancing risk, which the Bank defines as maturity mismatches greater than three months and one year for sources and uses of funds. Maturity mismatches are identified using maturity gap analysis that quantifies the risk associated with the Bank’s refinancing needs.

The following table shows the Bank’s principal financial obligations due, estimated sources of funds available to meet those obligations, and the net difference between funds available and funds needed for the 5-business-day period following December 31, 2019 and 2018. As of December 31, 2019, the Bank was in compliance with all liquidity requirements and guidelines.

Principal Financial Obligations Due and Funds Available for Selected Period
	As of December 31, 2019		As of December 31, 2018
(In millions)	5 Business Days		5 Business Days
Obligations due:
Demand deposits	$	541	$	283
Loans from other FHLBanks	—		250
Discount note and bond maturities and expected exercises of bond call options	1,296		4,485
Subtotal obligations due	1,837		5,018
Sources of available funds:
Maturing investments	12,831		11,312
Available cash	114		11
Proceeds from scheduled settlements of discount notes and bonds	805		350
Maturing advances and scheduled prepayments	8,294		6,946
Subtotal sources of available funds	22,044		18,619
Net funds available	$	20,207	$	13,601

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In addition, Section 11(i) of the FHLBank Act authorizes the U.S. Treasury to purchase certain obligations issued by the FHLBanks aggregating not more than $4.0 billion under certain conditions. There were no such purchases by the U.S. Treasury during the two-year period ended December 31, 2019.

Credit Risk

Credit risk is defined as the risk that the market value, or estimated fair value if market value is not available, of an obligation will decline as a result of deterioration in the creditworthiness of the obligor. The Bank further refines the definition of credit risk as the risk that a secured or unsecured borrower is unable to meet its financial obligations and the Bank is inadequately protected by the liquidation value of collateral, if any, which could result in a credit loss to the Bank.

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

The Bank determines the maximum amount and maximum term of the advances it will make to a member or housing associate based on the institution’s creditworthiness and eligible collateral pledged in accordance with the Bank’s credit and collateral policies and regulatory requirements.

To identify the credit strength of each borrower and potential borrower, other than insurance companies, community development financial institutions (CDFIs), and housing associates, the Bank assigns each member and each nonmember borrower an internal credit quality rating from one to ten, with one as the highest credit quality rating. These ratings are based on results from the Bank’s credit model, which considers financial, regulatory, and other qualitative information, including regulatory examination reports.

The Bank determines the maximum amount and maximum term of the advances it will make to an insurance company based on an ongoing risk assessment that considers the member's financial and regulatory standing and other qualitative information deemed relevant by the Bank. This evaluation results in the assignment of an internal credit quality rating from one to ten, with one as the highest credit quality rating.

The Bank determines the maximum amount and maximum term of the advances it will make to a CDFI based on an ongoing risk assessment that considers information from the CDFI’s audited annual financial statements, supplemented by additional information deemed relevant by the Bank.

The Bank determines the maximum amount and maximum term of the advances it will make to a housing associate based on an ongoing risk assessment that considers the housing associate’s financial and regulatory standing and other qualitative information deemed relevant by the Bank.

The Bank underwrites and actively monitors the financial condition and performance of all borrowers to determine and periodically assess creditworthiness.

In accordance with the FHLBank Act, borrowers may pledge the following eligible assets to secure advances: one- to four-family first lien residential mortgage loans; multifamily mortgage loans; securities issued, insured, or guaranteed by the U.S. government or any of its agencies, including without limitation MBS backed by Fannie Mae, Freddie Mac, or Ginnie Mae; cash or deposits in the Bank; and certain other real estate-related collateral, such as commercial real estate loans and second lien residential mortgage loans or home equity loans. The Bank may also accept small business, small farm, and small agribusiness loans that are fully secured by collateral (such as real

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estate, equipment and vehicles, accounts receivable, and inventory) from members that are community financial institutions. The Housing and Economic Recovery Act of 2008 (Housing Act) added secured loans for community development activities as collateral that the Bank may accept from community financial institutions. The Housing Act defined community financial institutions as depository institutions insured by the Federal Deposit Insurance Corporation with average total assets over the preceding three-year period of $1 billion or less, to be adjusted for inflation annually by the Finance Agency. The average total asset cap for 2019 was $1,199 million.

Under the Bank’s written lending agreements with its borrowers, its credit and collateral policies, and applicable statutory and regulatory provisions, the Bank has the right to take a variety of actions to address credit and collateral concerns, including calling for the borrower to pledge additional or substitute collateral (including ineligible collateral) at any time that advances are outstanding to the borrower, and requiring the delivery of all pledged collateral. In addition, if a borrower fails to repay any advance or is otherwise in default on its obligations to the Bank, the Bank may foreclose on and liquidate the borrower’s collateral and apply the proceeds toward repayment of the borrower’s obligations to the Bank. The Bank’s collateral policies are designed to address changes in the value of collateral and the risks and costs relating to foreclosure and liquidation of collateral, and the Bank periodically adjusts the amount it is willing to lend against various types of collateral to reflect these factors.

The Bank perfects its security interest in securities collateral by taking delivery of all securities at the time they are pledged. The Bank perfects its security interest in loan collateral by filing a UCC-1 financing statement for each borrower that pledges loans. The Bank may also require delivery of loan collateral under certain conditions (for example, from a newly formed institution or when a borrower's creditworthiness deteriorates below a certain level). In addition, the FHLBank Act provides that any security interest granted to the Bank by any member or member affiliate has priority over the claims and rights of any other party, including any receiver, conservator, trustee, or similar entity that has the rights of a lien creditor, unless these claims and rights would be entitled to priority under otherwise applicable law or are held by bona fide purchasers for value or by parties that have actual perfected security interests.

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

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

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

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The following tables present a summary of the status of the credit outstanding and overall collateral borrowing capacity of the Bank’s member and nonmember borrowers as of December 31, 2019 and 2018. During 2019, the Bank’s internal credit ratings stayed the same or improved for the majority of members and nonmember borrowers.

Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity by Credit Quality Rating
(Dollars in millions)
December 31, 2019
	All Members and Nonmembers	Members and Nonmembers with Credit Outstanding
					Collateral Borrowing Capacity(2)
Member or Nonmember Credit Quality Rating	Number	Number	Credit Outstanding(1)		Total		Used
1-3	271	151	$	67,982	$	204,970	33	%
4-6	54	33	18,654		50,732		37
7-10	5	4	41		65		63
Subtotal	330	188	86,677		255,767		34
CDFIs	7	5	102		112		91
Housing associates	2	—	—		—		—
Total	339	193	$	86,779	$	255,879	34	%

December 31, 2018
	All Members and Nonmembers	Members and Nonmembers with Credit Outstanding
					Collateral Borrowing Capacity(2)
Member or Nonmember Credit Quality Rating	Number	Number	Credit Outstanding(1)		Total		Used
1-3	267	161	$	90,322	$	242,351	37	%
4-6	56	35	1,183		5,576		21
7-10	3	2	7		34		21
Subtotal	326	198	91,512		247,961		37
CDFIs	9	5	123		133		92
Housing associates	2	1	41		118		35
Total	337	204	$	91,676	$	248,212	37	%

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

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

Member and Nonmember Credit Outstanding and Collateral Borrowing Capacity by Unused Borrowing Capacity
(Dollars in millions)
December 31, 2019
Unused Borrowing Capacity	Number of Members and Nonmembers with Credit Outstanding	Credit Outstanding(1)		Collateral Borrowing Capacity(2)
0% – 10%	7	$	1,352	$	1,419
11% – 25%	9	754		903
26% – 50%	24	21,955		34,221
More than 50%	153	62,718		219,336
Total	193	$	86,779	$	255,879

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December 31, 2018
Unused Borrowing Capacity	Number of Members and Nonmembers with Credit Outstanding	Credit Outstanding(1)		Collateral Borrowing Capacity(2)
0% – 10%	5	$	128	$	134
11% – 25%	6	554		690
26% – 50%	33	54,697		93,168
More than 50%	160	36,297		154,220
Total	204	$	91,676	$	248,212

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

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

Based on the collateral pledged as security for advances, the Bank’s credit analyses of borrowers’ financial condition, and the Bank’s credit extension and collateral policies, the Bank expects to collect all amounts due according to the contractual terms of the advances. Therefore, no allowance for credit losses on advances is deemed necessary by the Bank. The Bank has never experienced any credit losses on advances.

Securities pledged as collateral are assigned borrowing capacities that reflect the securities’ pricing volatility and market liquidity risks. The following table presents the securities collateral pledged by all members and by nonmembers with credit outstanding at December 31, 2019 and 2018.

Composition of Securities Collateral Pledged by Members and by Nonmembers with Credit Outstanding
(In millions)	2019				2018
Securities Type with Current Credit Ratings	Current Par		Borrowing Capacity		Current Par		Borrowing Capacity
U.S. Treasury (bills, notes, bonds)	$	183	$	176	$	1,966	$	1,899
Agency (notes, subordinated debt, structured notes, indexed amortization notes, and Small Business Administration pools)	2,897		2,846		3,276		3,168
Agency pools and collateralized mortgage obligations	8,576		8,287		9,245		8,643
Private-label commercial MBS – publicly registered investment-grade-rated senior tranches	5		5		3		3
PLRMBS – private label investment-grade-rated senior tranches	45		34		58		43
Total	$	11,706	$	11,348	$	14,548	$	13,756

With respect to loan collateral, most borrowers may choose to pledge loan collateral by specific identification or under a blanket lien. Insurance companies, CDFIs, and housing associates are required to pledge loan collateral by specific identification with monthly reporting. All other borrowers pledging by specific identification must provide a detailed listing of all the loans pledged to the Bank on a monthly basis.

The Bank may require certain borrowers to deliver pledged loan collateral to the Bank for one or more reasons, including the following: the borrower is a de novo institution (chartered within the last three years), an insurance company, a CDFI, or a housing associate; the Bank is concerned about the borrower’s creditworthiness; or the Bank is concerned about the maintenance of its collateral or the priority of its security interest.

As of December 31, 2019, of the loan collateral pledged to the Bank, 22% was pledged by 27 institutions by specific identification, 50% was pledged by 117 institutions under a blanket lien with detailed reporting, and 28% was pledged by 130 institutions under a blanket lien with summary reporting. For each borrower that pledges loan collateral, the Bank conducts loan collateral field reviews once every six months or every one, two, or three years, depending on the risk profile of the borrower and the types of collateral pledged by the borrower.

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As of December 31, 2019, the Bank’s maximum borrowing capacities as a percentage of the assigned market value of mortgage loan collateral pledged under a blanket lien with detailed reporting were as follows: 90% for first lien residential mortgage loans, 88% for multifamily mortgage loans, 88% for commercial mortgage loans, and 77% for second lien residential mortgage loans. The maximum borrowing capacity for small business, small agribusiness, and small farm loans was 50% of the unpaid principal balance, although most of these loans are pledged under blanket lien with summary reporting, with a maximum borrowing capacity of 25%. The highest borrowing capacities are available to borrowers that pledge under a blanket lien with detailed reporting because the detailed loan information allows the Bank to assess the value of the collateral more precisely and because additional collateral is pledged under the blanket lien that may not receive borrowing capacity but may be liquidated to repay advances in the event of default. The Bank may review and change the maximum borrowing capacity for any type of loan collateral at any time.

The table below presents the mortgage loan collateral pledged by all members and by nonmembers with credit outstanding at December 31, 2019 and 2018.

Composition of Loan Collateral Pledged by Members and by Nonmembers with Credit Outstanding
(In millions)	2019				2018
Loan Type	Unpaid Principal Balance		Borrowing Capacity		Unpaid Principal Balance		Borrowing Capacity
First lien residential mortgage loans	$	174,580	$	152,960	$	171,487	$	144,748
Second lien residential mortgage loans and home equity lines of credit	17,469		9,437		19,149		10,539
Multifamily mortgage loans	32,652		25,321		29,200		22,054
Commercial mortgage loans	72,118		52,329		74,039		52,365
Loan participations(1)	4,610		3,496		5,207		3,818
Small business, small farm, and small agribusiness loans	4,010		988		3,774		932
Other	2		—		—		—
Total	$	305,441	$	244,531	$	302,856	$	234,456

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

The Bank holds a security interest in subprime residential mortgage loans pledged as collateral. Subprime loans are defined as loans with a borrower FICO score of 660 or less at origination, or if the original FICO score is not available, as loans with a current borrower FICO score of 660 or less. At December 31, 2019 and 2018, the unpaid principal balance of these loans totaled $6 billion and $8 billion, respectively. The Bank reviews and assigns borrowing capacities to subprime mortgage loans as it does for all other types of loan collateral, taking into account the known credit attributes in the pricing of the loans. All advances, including those made to borrowers pledging subprime mortgage loans, are required to be fully collateralized. The Bank limits the amount of borrowing capacity that may be supported by subprime collateral.

MPF Program. Under the MPF Program, the Bank may purchase from members, for its own portfolio, conventional conforming fixed rate mortgage loans under the MPF Original product and FHA-insured or VA-guaranteed mortgage loans under the MPF Government product. In addition, the Bank may facilitate the purchase of conforming fixed rate mortgage loans from members for concurrent sale to Fannie Mae under the MPF Xtra product and of jumbo fixed rate mortgage loans for concurrent sale to Redwood Residential Acquisition Corporation, a subsidiary of Redwood Trust, Inc., a real estate investment trust, under the MPF Direct product; and of government-insured or government-guaranteed mortgage loans that will be packaged into securities backed by the mortgage loans and guaranteed by Ginnie Mae under the MPF Government MBS product.

Unlike conventional MPF products held for portfolio, under the MPF Xtra, MPF Direct, MPF Government, and MPF Government MBS products, participating financial institutions are not required to provide credit enhancement

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and do not receive credit enhancement fees. When members sell mortgage loans under the MPF Xtra, MPF Direct, and MPF Government MBS products, the loans are sold to a third-party investor and are not recorded on the Bank’s Statements of Condition.

The Bank and any participating financial institution share in the credit risk of the loans sold by that institution under the MPF Original and MPF Plus products as specified in a master agreement. As of December 31, 2019, loans purchased under the MPF Program generally had a credit risk exposure at the time of purchase that, as determined by the MPF Program methodology, would be expected from an equivalent investment rated AA if purchased prior to April 2017, or rated BBB if purchased since April 2017, taking into consideration the credit risk sharing structure mandated by the Finance Agency’s acquired member assets (AMA) regulation. The MPF Program structures potential credit losses on conventional MPF loans into layers with respect to each pool of loans purchased by the Bank under a single master commitment, as follows:

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

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

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

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

5. Losses in excess of the first loss account and the participating financial institution's remaining credit enhancement for the master commitment, if any, are incurred by the Bank.

The Bank provides for a loss allowance, net of the credit enhancement, for any impaired loans and for the estimates of other probable losses, and the Bank has policies and procedures in place to monitor the credit risk. The Bank bases the allowance for credit losses for the Bank’s mortgage loan portfolio on its estimate of probable credit losses in the portfolio as of the Statements of Condition date.

The amounts of charge-offs and recoveries of allowance for credit losses on the mortgage loan portfolio were de minimis during the years ended December 31, 2019 and 2018.

The recorded investment by impairment methodology for individually and collectively evaluated impaired loans is as follows:

(In millions)	2019		2018
Recorded investment, end of the period:
Individually evaluated for impairment	$	5	$	7
Collectively evaluated for impairment	3,329		3,077
Total recorded investment	$	3,334	$	3,084

The allowance for credit losses for loans collectively evaluated for impairment totaled de minimis amounts as of December 31, 2019 and 2018. The Bank had no allowance for credit losses for loans individually evaluated for impairment as of December 31, 2019 and 2018.

The recorded investment and unpaid principal balance of impaired loans individually evaluated for impairment totaled $5 million and $5 million, respectively, at December 31, 2019. The recorded investment and unpaid principal balance of impaired loans individually evaluated for impairment totaled $7 million and $7 million, respectively, at December 31, 2018.

For more information on how the Bank determines its estimated allowance for credit losses on mortgage loans, see “Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting

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Policies and Estimates – Allowance for Credit Losses – Mortgage Loans Acquired Under the MPF Program” and “Item 8. Financial Statements and Supplementary Data – Note 10 – Allowance for Credit Losses.”

A mortgage loan is considered to be impaired when it is reported 90 days or more past due (nonaccrual) or when it is probable, based on current information and events, that the Bank will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage loan agreement.

The following table presents information on delinquent mortgage loans as of December 31, 2019 and 2018.

Mortgage Loan Delinquencies
	2019			2018
(Dollars in millions)	Recorded Investment(1)			Recorded Investment(1)
30 – 59 days delinquent	$	15		$	15
60 – 89 days delinquent	2			2
90 days or more delinquent	7			9
Total past due	24			26
Total current loans	3,310			3,058
Total mortgage loans	$	3,334		$	3,084
In process of foreclosure, included above(2)	$	—		$	3
Nonaccrual loans	$	7		$	9
Serious delinquencies as a percentage of total mortgage loans outstanding(3)	0.22		%	0.31		%

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

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

(3) Represents loans that are 90 days or more past due or in the process of foreclosure as a percentage of the recorded investment of total mortgage loans outstanding.

For 2019 and 2018, the interest on nonaccrual loans that was contractually due and recognized in income was immaterial. Delinquencies amounted to 0.72% of the total loans in the Bank’s portfolio as of December 31, 2019, and 0.85% of the total loans in the Bank’s portfolio as of December 31, 2018. The decline in the delinquency percentage was due to the purchase of new loans in 2019 as well as declining delinquencies for the existing portfolio during 2019.

Troubled Debt Restructurings – Troubled debt restructuring (TDR) is considered to have occurred when a concession is granted to the debtor for economic or legal reasons related to the debtor's financial difficulties and that concession would not have been considered otherwise. An MPF loan considered a TDR is individually evaluated for impairment when determining its related allowance for credit losses. Credit loss is measured by factoring in expected cash flow shortfalls incurred as of the reporting date as well as the economic loss attributable to delaying the original contractual principal and interest due dates, if applicable. The recorded investment of the Bank’s nonperforming MPF loans classified as TDRs totaled $2 million as of December 31, 2019, and $2 million as of December 31, 2018.

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

The Bank monitors its investments for substantive changes in relevant market conditions and any declines in fair value. For securities in an unrealized loss position because of factors other than movements in interest rates, such as widening of mortgage asset spreads, the Bank considers whether it expects to recover the entire amortized cost basis

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of the security by comparing the best estimate of the present value of the cash flows expected to be collected from the security with the amortized cost basis of the security. If the Bank’s best estimate of the present value of the cash flows expected to be collected is less than the amortized cost basis, the difference is considered the credit loss.

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

The following tables present the Bank’s investment credit exposure at the dates indicated, based on the lowest of the long-term credit ratings provided by Moody’s, S&P, or Fitch Ratings (Fitch) ratings.

Investment Credit Exposure
(In millions)
December 31, 2019
	Carrying Value
	Credit Rating(1)
Investment Type	AA		A		BBB		Below Investment Grade		Unrated		Total
Non-MBS
U.S. obligations – Treasury securities	$	7,050	$	—	$	—	$	—	$	—	$	7,050
Total non-MBS	7,050		—		—		—		—		7,050
MBS:
Other U.S. obligations – single-family:
Ginnie Mae	474		—		—		—		—		474
GSEs – single-family:
Freddie Mac	1,063		—		—		—		—		1,063
Fannie Mae(2)	1,836		5		—		3		—		1,844
Subtotal	2,899		5		—		3		—		2,907
GSEs – multifamily:
Freddie Mac	3,402		—		—		—		—		3,402
Fannie Mae	7,992		—		—		—		—		7,992
Subtotal	11,394		—		—		—		—		11,394
Total GSEs	14,293		5		—		3		—		14,301
PLRMBS:
Prime	35		39		71		201		127		473
Alt-A	58		53		60		1,667		670		2,508
Total PLRMBS	93		92		131		1,868		797		2,981
Total MBS	14,860		97		131		1,871		797		17,756
Total securities	21,910		97		131		1,871		797		24,806
Interest-bearing deposits	—		2,269		—		—		—		2,269
Securities purchased under agreements to resell	7,000		—		—		—		—		7,000
Federal funds sold(3)	441		3,121		—		—		—		3,562
Total investments	$	29,351	$	5,487	$	131	$	1,871	$	797	$	37,637

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(In millions)
December 31, 2018
	Carrying Value
	Credit Rating(1)
Investment Type	AA		A		BBB		Below Investment Grade		Unrated		Total
Non-MBS
Housing finance agency bonds – CalHFA bonds	$	—	$	100	$	—	$	—	$	—	$	100
GSEs – FFCB bonds	656		—		—		—		—		656
Total non-MBS	656		100		—		—		—		756
MBS:
Other U.S. obligations – single-family:
Ginnie Mae	614		—		—		—		—		614
GSEs – single-family:
Freddie Mac	1,506		—		—		—		—		1,506
Fannie Mae(2)	2,588		6		—		4		—		2,598
Subtotal	4,094		6		—		4		—		4,104
GSEs – multifamily:
Freddie Mac	4,351		—		—		—		—		4,351
Fannie Mae	5,110		—		—		—		—		5,110
Subtotal	9,461		—		—		—		—		9,461
Total GSEs	13,555		6		—		4		—		13,565
PLRMBS:
Prime	57		31		127		309		147		671
Alt-A	101		36		95		2,089		754		3,075
Total PLRMBS	158		67		222		2,398		901		3,746
Total MBS	14,327		73		222		2,402		901		17,925
Total securities	14,983		173		222		2,402		901		18,681
Interest-bearing deposits	15		2,540		—		—		—		2,555
Securities purchased under agreements to resell	7,300		—		—		—		—		7,300
Federal funds sold(3)	1,421		2,298		126		—		—		3,845
Total investments	$	23,719	$	5,011	$	348	$	2,402	$	901	$	32,381

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

(2) The Bank has one security guaranteed by Fannie Mae but rated BB at December 31, 2019, and rated D at December 31, 2018, by S&P because of extraordinary expenses incurred during bankruptcy of the security's sponsor.

(3) Includes $141 million and $141 million at December 31, 2019 and 2018, respectively, in Federal funds sold to a member counterparty determined by the Bank to have an internal credit rating equivalent to an AA rating.

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

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

Bank policies set forth the creditworthiness requirements for member and nonmember counterparties for unsecured credit. All Federal funds counterparties (members and nonmembers) must be federally insured financial institutions or domestic branches of foreign commercial banks. The general unsecured credit policy limits are as follows:

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December 31, 2019
Unsecured Credit Policy Limits
		Unsecured Credit Limit Amount (Lower of Percentage of Bank Capital or Percentage of Counterparty Capital)
	Long-Term Credit Rating(1)	Maximum Percentage Limit for Outstanding Term(2)		Maximum Percentage Limit for Total Outstanding		Maximum Investment Term (Months)
Member counterparty	AAA	15	%	30	%	3
	AA	14		28		3
	A	9		18		3
	BBB	—		6		Overnight
Nonmember counterparty	AAA	15		30		3
	AA	14		28		3
	A	9		18		3

(1) Long-term credit ratings are based on the lowest of Moody’s, S&P, or comparable Fitch ratings. The Bank also uses other similar standards, such as the Bank’s internal credit quality rating, to determine maximum limits to members and nonmembers. If a member is not rated by a nationally recognized statistical rating organization, the Bank will determine the applicable credit rating by using the Bank’s credit quality rating and may provide overnight unsecured credit to that member.

(2) Term limit applies to unsecured extensions of credit excluding Federal funds transactions with a maturity of one day or less and Federal funds subject to a continuing contract.

The Bank’s unsecured investment credit limits and terms for member counterparties may be less restrictive than for nonmember counterparties because the Bank has access to more information about members to assist in evaluating the member counterparty credit risk.

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

Finance Agency regulations limit the amount of unsecured credit that an individual FHLBank may extend to a single counterparty. In addition, the FHLBanks are prohibited by Finance Agency regulation from investing in financial instruments issued by non-U.S. entities other than those issued by U.S. branches and agency offices of foreign commercial banks.

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

The following table presents the unsecured credit exposure with counterparties by investment type at December 31, 2019 and 2018.

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Unsecured Investment Credit Exposure by Investment Type
	Carrying Value(1)
(In millions)	2019		2018
Interest-bearing deposits	$	2,269	$	2,555
Federal funds sold	3,562		3,845
Total	$	5,831	$	6,400

(1) Excludes unsecured investment credit exposure to U.S. government agencies and instrumentalities, government-sponsored enterprises, and supranational entities and does not include related accrued interest as of December 31, 2019 and 2018.

The following table presents the credit ratings of the unsecured investment credit exposures presented by the domicile of the counterparty or the domicile of the counterparty’s parent for U.S. branches and agency offices of foreign commercial banks, based on the lowest of the credit ratings provided by Moody’s, S&P, or Fitch ratings. This table does not reflect the foreign sovereign government’s credit rating. At December 31, 2019, 8% of the carrying value of unsecured investments held by the Bank were rated AA, and 42% of the Bank’s total unsecured investments were to U.S. branches and agency offices of foreign commercial banks. At December 31, 2019, all of the unsecured investments held by the Bank had overnight maturities.

Ratings of Unsecured Investment Credit Exposure by Domicile of Counterparty
(In millions)
December 31, 2019
	Carrying Value(1)
	Credit Rating(2)
Domicile of Counterparty	AA		A		Total
Domestic(3)	$	141	$	2,819	$	2,960
U.S. subsidiaries of foreign commercial banks	—		400		400
Total domestic and U.S. subsidiaries of foreign commercial banks	141		3,219		3,360
U.S. branches and agency offices of foreign commercial banks:
Canada	—		1,071		1,071
Finland	300		—		300
Netherlands	—		250		250
Switzerland	—		850		850
Total U.S. branches and agency offices of foreign commercial banks	300		2,171		2,471
Total unsecured credit exposure	$	441	$	5,390	$	5,831

(1) Excludes unsecured investment credit exposure to U.S. government agencies and instrumentalities, government-sponsored enterprises, and supranational entities and does not include related accrued interest as of December 31, 2019.

(2) Does not reflect changes in ratings, outlook, or watch status occurring after December 31, 2019. These ratings represent the lowest rating available for each unsecured investment owned by the Bank, based on the ratings provided by Fitch, Moody’s, or S&P. The Bank’s internal rating may differ from this rating.

(3) Includes $141 million at December 31, 2019, in Federal funds sold to a member counterparty determined by the Bank to have an internal credit rating equivalent to an AA rating.

The Bank’s MBS investments include PLRMBS, all of which were AAA-rated at the time of purchase, and agency residential MBS, which are backed by Fannie Mae, Freddie Mac, or Ginnie Mae. Some of the PLRMBS were issued by and/or purchased from members, former members, or their affiliates. The Bank has investment credit limits and terms for these investments that do not differ for members and nonmembers. Regulatory policy limits total MBS investments to three times the Bank’s regulatory capital at the time of purchase. At December 31, 2019, the Bank’s MBS portfolio was 265% of Bank regulatory capital (as determined in accordance with regulations governing the operations of the FHLBanks). The Bank has not purchased any PLRMBS since the first quarter of 2008.

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

At December 31, 2019, PLRMBS representing 13% of the amortized cost of the Bank’s MBS portfolio were labeled Alt-A by the issuer. These PLRMBS are generally collateralized by mortgage loans that are considered less risky than subprime loans but more risky than prime loans. These loans are generally made to borrowers with credit scores that are high enough to qualify for a prime mortgage loan, but the loans may not meet standard underwriting guidelines for documentation requirements, property type, or loan-to-value ratios.

As of December 31, 2019, the Bank’s investment in MBS had gross unrealized losses totaling $42 million, $16 million of which were related to PLRMBS. These gross unrealized losses were primarily due to illiquidity in the MBS market and market expectations of the credit performance of loan collateral underlying these securities, which caused these assets to be valued at discounts to their amortized cost.

For its agency MBS, the Bank expects to recover the entire amortized cost basis of these securities because the Bank determined that the strength of the issuers’ guarantees through direct obligations or support from the U.S. government is sufficient to protect the Bank from losses. As a result, the Bank determined that, as of December 31, 2019, all of the gross unrealized losses on its agency MBS are temporary.

If conditions in the housing and mortgage markets and general business and economic conditions deteriorate, the fair value of MBS may decline further and the Bank may experience OTTI of additional PLRMBS in future periods, as well as further impairment of PLRMBS that were identified as other-than-temporarily impaired as of December 31, 2019. Additional future credit-related OTTI losses could adversely affect the Bank’s earnings and retained earnings and its ability to pay dividends and repurchase capital stock. The Bank cannot predict whether it will be required to record additional credit-related OTTI losses on its PLRMBS in the future.

The Bank has exposure to investment securities with interest rates indexed to LIBOR. The table below presents the unpaid principal balance of adjustable rate investment securities by interest rate index at December 31, 2019. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” for more information on the LIBOR transition and on SOFR as an alternative market benchmark.

Adjustable Rate Investment Securities by Interest Rate Index
(In millions)
December 31, 2019
Interest Rate Index	MBS
LIBOR(1)	$	7,533
Other	132
Total adjustable rate investment securities(2)	$	7,665

(1) Certain MBS with multiple indices where LIBOR is the majority index are included in this amount. All LIBOR-indexed MBS are due in 2022 and thereafter.

(2) For more information on the Bank’s Transition Plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition.”

Derivative Counterparties. The Bank has also adopted credit policies and exposure limits for uncleared derivatives credit exposure. Over-the-counter derivatives may be either entered into directly with a counterparty (uncleared derivatives) or executed either with an executing dealer or on a swap execution facility and then cleared through a futures commission merchant (clearing agent) with a derivatives clearing organization (cleared derivatives).

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Uncleared Derivatives. The Bank selects only highly rated derivative dealers and major banks (derivative dealer counterparties) that meet the Bank’s eligibility criteria to act as counterparties for its uncleared derivative activities. In addition, for all uncleared derivative transactions, the Bank has entered into master netting agreements and bilateral credit support agreements with all active derivative dealer counterparties that provide for delivery of collateral at specified levels to limit the Bank’s net unsecured credit exposure to these counterparties. Under these policies and agreements, the amount of unsecured credit exposure to an individual derivative dealer counterparty is set at zero (subject to a minimum transfer amount).

The Bank is subject to the risk of potential nonperformance by the counterparties to derivative agreements. A counterparty generally must deliver collateral to the Bank if the total market value of the Bank’s exposure to that counterparty rises above a specific trigger point. Currently, all of the Bank’s active uncleared derivative counterparties have a zero threshold. As a result of these risk mitigation initiatives, the Bank does not anticipate any credit losses on its uncleared derivative transactions with counterparties as of December 31, 2019.

Cleared Derivatives. The Bank is subject to nonperformance by the derivatives clearing organizations (clearinghouses) and clearing agents. The requirement that the Bank post initial and variation margin through a clearing agent, to the clearinghouse, exposes the Bank to institutional credit risk in the event that the clearing agent or the clearinghouse fails to meet its obligations. The use of cleared derivatives, however, mitigates the Bank’s overall credit risk exposure because a central counterparty is substituted for individual counterparties. Variation margin and initial margin are posted for changes in the value and risk profile of cleared derivatives. The Bank does not anticipate any credit losses on its cleared derivatives as of December 31, 2019.

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

Credit Exposure to Derivative Dealer Counterparties
(In millions)
December 31, 2019
Counterparty Credit Rating(1)	Notional Amount		Net Fair Value of Derivatives Before Collateral			Cash Collateral Pledged to/ (from) Counterparty			Noncash Collateral Pledged to/ (from) Counterparty		Net Credit Exposure to Counterparties
Asset positions with credit exposure:
Uncleared derivatives
A	$	488	$	2		$	(2	)	$	—	$	—
BBB	493		1			(1		)	—		—
Cleared derivatives(2)	89,550		8			7			381		396
Liability positions with credit exposure:
Uncleared derivatives
AA	1,263		(46		)	49			—		3
A	8,296		(266		)	279			—		13
BBB	713		(41		)	43			—		2
Total derivative positions with credit exposure to nonmember counterparties	100,803		(342		)	375			381		414
Member institutions(3)	46		—			—			—		—
Total	100,849		$	(342	)	$	375		$	381	$	414
Derivative positions without credit exposure	223
Total notional	$	101,072

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December 31, 2018
Counterparty Credit Rating(1)	Notional Amount		Net Fair Value of Derivatives Before Collateral			Cash Collateral Pledged to/ (from) Counterparty			Net Credit Exposure to Counterparties
Asset positions with credit exposure:
Uncleared derivatives
AA	$	1,020	$	—		$	—		$	—
A	2,121		17			(16		)	1
Liability positions with credit exposure:
Uncleared derivatives
A	1,223		(2		)	2			—
BBB	1,915		—			—			—
Cleared derivatives(2)	77,183		(15		)	199			184
Total derivative positions with credit exposure to nonmember counterparties	83,462		—			185			185
Member institutions(3)	12		—			—			—
Total	83,474		$	—		$	185		$	185
Derivative positions without credit exposure	18,003
Total notional	$	101,477

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

(2) Represents derivative transactions cleared with LCH Ltd, the Bank’s clearinghouse, which was upgraded from A+ to AA- by S&P on May 21, 2019. On August 1, 2019, S&P placed LCH Ltd’s AA- rating on CreditWatch Negative after its ultimate parent LSE Group announced a major acquisition.

(3) Member institutions include mortgage delivery commitments with members.

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

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

The Bank primarily executes derivatives indexed to the Overnight Index Swap (OIS) rate and SOFR to manage interest rate risk and monitors marketwide efforts to address fallback language related to LIBOR-indexed derivative transactions.

The table below presents the notional amount of interest rate swaps by interest rate index broken out by the pay or receive leg at December 31, 2019.

LIBOR-Indexed Interest Rate Swaps by Termination Date by Interest Rate Index
(In millions)
December 31, 2019
Interest Rate Index	Pay Leg		Receive Leg
Fixed	$	47,393	$	31,953
LIBOR	26,171		15,564
SOFR	1,965		39,264
OIS	24,517		13,265
Total notional amount	$	100,046	$	100,046

The table below presents the notional amount of interest rate swaps with LIBOR exposure by termination date broken out by the pay or receive leg and further bifurcated by cleared and uncleared derivative transactions at

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December 31, 2019. Interest rate caps and floors indexed to LIBOR totaling $430 million terminate in 2021 and totaling $550 million terminate in 2022 and thereafter. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” for more information on the LIBOR transition and on SOFR as an alternative market benchmark.

LIBOR-Indexed Interest Rate Swaps by Termination Date
(In millions)
December 31, 2019
	Pay Leg				Receive Leg
Termination Date	Cleared		Uncleared		Cleared		Uncleared
Terminates in 2020	$	19,062	$	1,360	$	8,448	$	760
Terminates in 2021	3,920		1,137		2,094		368
Terminates in 2022 and thereafter(1)	272		420		2,793		1,101
Total Notional Amount	$	23,254	$	2,917	$	13,335	$	2,229

(1) For more information on the Bank’s Transition Plan, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition.”

Market Risk

Market risk is defined as the risk to the Bank’s market value of capital and future earnings (excluding the impact of any cumulative net gains or losses on derivatives and associated hedged items and on financial instruments carried at fair value) as a result of movements in market interest rates, interest rate spreads, interest rate volatility, and other market factors (market rate factors). This profile reflects the Bank’s objective of maintaining a conservative asset-liability mix and its commitment to providing value to its members through products and dividends without subjecting their investments in Bank capital stock to significant market risk.

The Bank’s Risk Management Policy includes a market risk management objective aimed at maintaining a relatively low adverse exposure of the market value of capital and future earnings (excluding the impact of any cumulative net gains or losses on derivatives and associated hedged items and on financial instruments carried at fair value) to changes in market rate factors. See “Total Bank Market Risk” below.

Market risk identification and measurement are primarily accomplished through market value of capital sensitivity analyses and projected earnings and adjusted return on capital sensitivity analyses. The Risk Management Policy approved by the Bank’s Board of Directors establishes market risk policy limits and market risk measurement standards at the total Bank level as well as at the business segment level. Additional guidelines approved by the Bank’s Enterprise Risk Committee apply to the Bank’s two business segments, the advances-related business and the mortgage-related business. These guidelines provide limits that are monitored at the segment level and are consistent with the Bank’s policy limits. Market risk is managed for each business segment on a daily basis, as discussed below in “Segment Market Risk.” Compliance with Bank policies and guidelines is reviewed by the Bank’s Board of Directors on a regular basis, along with a corrective action plan if applicable.

Total Bank Market Risk

Market Value of Capital Sensitivity – The Bank uses market value of capital sensitivity (the interest rate sensitivity of the net fair value of all assets, liabilities, and interest rate exchange agreements) as an important measure of the Bank’s exposure to changes in interest rates.

The Bank’s market value of capital sensitivity policy limits the potential adverse impact of an instantaneous parallel shift of a plus or minus 100-basis-point change in interest rates from current rates (base case) to no worse than 4.0% of the estimated market value of capital. In addition, the policy limits the potential adverse impact of an instantaneous plus or minus 100-basis-point change in interest rates measured from interest rates that are 200 basis

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points above or below the base case to no worse than 6.0% of the estimated market value of capital. In the case where a market risk sensitivity compliance metric cannot be estimated with a parallel shift in interest rates because of prevailing low interest rates, the sensitivity metric is not reported. The Bank’s measured market value of capital sensitivity was within the policy limits as of December 31, 2019.

To determine the Bank’s estimated risk sensitivities to interest rates for the market value of capital sensitivity, the Bank uses a third-party proprietary asset and liability system to calculate estimated market values under alternative interest rate scenarios. The system analyzes all of the Bank’s financial instruments, including derivatives, on a transaction-level basis using sophisticated valuation models with consistent and appropriate behavioral assumptions and current position data. The system also includes a third-party mortgage prepayment model.

At least annually, the Bank reexamines the major assumptions and methodologies used in the model, including interest rate curves, spreads for discounting, and mortgage prepayment assumptions. The Bank also compares the mortgage prepayment assumptions in the third-party model to other sources, including actual mortgage prepayment history.

The table below presents the sensitivity of the market value of capital (the market value of all of the Bank’s assets, liabilities, and associated interest rate exchange agreements, with mortgage assets valued using market spreads implied by current market prices) to changes in interest rates. The table presents the estimated percentage change in the Bank’s market value of capital that would be expected to result from changes in interest rates under different interest rate scenarios, using market spread assumptions. 

Market Value of Capital Sensitivity Estimated Percentage Change in Market Value of Bank Capital for Various Changes in Interest Rates
Interest Rate Scenario(1)	2019		2018
+200 basis-point change above current rates	–2.4	%	–3.3	%
+100 basis-point change above current rates	–1.1		–1.4
–100 basis-point change below current rates	+1.1		+1.1
–200 basis-point change below current rates	+6.9		+2.6

(1) Instantaneous change from actual rates at dates indicated.

The Bank’s estimates of the sensitivity of the market value of capital to changes in interest rates as of December 31, 2019, are comparable to the estimates as of December 31, 2018, with the exception of the “down 200 basis point” scenario. Given the significant decline in interest rates in 2019, interest rates on a subset of the Bank’s floating rate instruments cannot decrease to the same extent that interest rates in the rising rate scenarios can increase because of embedded interest rate floors. LIBOR interest rates as of December 31, 2019, were 99 basis points lower for the 1-year term, 85 basis points lower for the 5-year term, and 83 basis points lower for the 10-year term.

The Bank’s Risk Management Policy provides guidelines for the payment of dividends and the repurchase of excess capital stock based on the ratio of the Bank’s estimated market value of total capital to par value of capital stock. If this ratio at the end of any quarter is: (i) less than 100% but greater than or equal to 90%, any dividend would be limited to an annualized rate no greater than the daily average of the Federal funds effective rate for the applicable quarter (subject to certain conditions), and any excess capital stock repurchases would not exceed $500 million (subject to certain conditions); (ii) less than 90% but greater than or equal to 70%, any dividend and any excess capital stock repurchases would be subject to the same limitations and conditions as in (i) above, except that any excess capital stock repurchases would not exceed 4% of the Bank’s outstanding capital stock as of the repurchase date; and (iii) less than 70%, the Bank would not pay a dividend, not repurchase excess capital stock (but continue to redeem excess capital stock as provided in the Bank’s capital plan), limit the acquisition of certain assets, and review the Bank’s risk policies. A decision by the Board of Directors to declare or not declare any dividend or repurchase any excess capital stock is a discretionary matter and is subject to the requirements and restrictions of

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the FHLBank Act and applicable requirements under the regulations governing the operations of the FHLBanks. The ratio of the Bank’s estimated market value of total capital to par value of capital stock was 223% as of December 31, 2019.

Adjusted Return on Capital – The adjusted return on capital is a measure used by the Bank to assess financial performance. The adjusted return on capital is based on current period economic earnings that exclude the effects of unrealized net gains or losses resulting from the Bank’s derivatives and associated hedged items and from financial instruments carried at fair value, which will generally reverse through changes in future valuations and settlements of contractual interest cash flows over the remaining contractual terms to maturity or by the call or put date of the assets and liabilities held under the fair value option, hedged assets and liabilities, and derivatives. Economic earnings also exclude the interest expense on mandatorily redeemable capital stock and the 20% of net income allocated to the Bank’s restricted retained earnings account in accordance with the FHLBanks’ Joint Capital Enhancement Agreement. Economic earnings exclude these amounts in order to more accurately reflect the amount of earnings that may be available to be paid as dividends to shareholders.

The Bank limits the sensitivity of projected financial performance through a Board of Directors policy limit on projected adverse changes in the adjusted return on capital. The Bank’s adjusted return on capital sensitivity policy limits the potential adverse impact of an instantaneous parallel shift of a plus or minus 200-basis-point change in interest rates from current rates (base case) to no worse than –120 basis points from the base case projected adjusted return on capital. In both the upward and downward shift scenarios, the adjusted return on capital for the projected 12-month horizon is not expected to deteriorate relative to the base case environment.

Duration Gap – Duration gap is the difference between the estimated durations (market value sensitivity) of assets and liabilities (including the impact of interest rate exchange agreements) and reflects the extent to which estimated maturity and repricing cash flows for assets and liabilities are matched. The Bank monitors duration gap analysis at the total Bank level and does not have a policy limit.

Total Bank Duration Gap Analysis
	2019			2018
	Amount (In millions)		Duration Gap(1) (In months)	Amount (In millions)		Duration Gap(1) (In months)
Assets	$	106,842	3	$	109,326	4
Liabilities	100,101		2	102,796		3
Net	$	6,741	1	$	6,530	1

(1) Duration gap values include the impact of interest rate exchange agreements.

Segment Market Risk. The financial performance and interest rate risks of each business segment are managed within prescribed guidelines and policy limits.

Advances-Related Business – Interest rate risk arises from the advances-related business primarily through the use of shareholder-contributed capital and retained earnings to fund fixed rate investments of targeted amounts and maturities. In general, advances result in very little net interest rate risk for the Bank because most fixed rate advances with original maturities greater than three months and all advances with embedded options are simultaneously hedged with an interest rate swap or option with terms offsetting the advance. The interest rate swap or option generally is maintained as a hedge for the life of the advance. These hedged advances effectively create a pool of variable rate assets, which, in combination with the strategy of raising debt swapped to variable rate liabilities, creates an advances portfolio with low net interest rate risk.

Money market investments used for liquidity management generally have maturities of one month or less. In addition, to increase the Bank’s liquidity position, the Bank invests in Treasury securities, generally with terms of less than three years. These fixed rate investments are swapped to variable rate investments.

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The interest rate risk in the advances-related business is primarily associated with the Bank’s strategy for investing capital (capital stock, including mandatorily redeemable capital stock, and retained earnings). The Bank’s strategy is generally to invest 50% of capital in short-term investments (maturities of three months or less) and 50% in intermediate-term investments (a laddered portfolio of investments with maturities of up to four years). However, this strategy may be altered from time to time depending on market conditions. The strategy to invest 50% of capital in short-term assets is intended to mitigate the market value of capital risks associated with the potential repurchase or redemption of excess capital stock. Excess capital stock usually results from a decline in a borrower’s outstanding advances or by a membership termination. Under the Bank’s capital plan, capital stock, when repurchased or redeemed, is required to be repurchased or redeemed at its par value of $100 per share, subject to certain regulatory and statutory limits. The strategy to invest 50% of capital in a laddered portfolio of investments with short to intermediate maturities is intended to take advantage of the higher earnings available from a generally positively sloped yield curve, when intermediate-term investments generally have higher yields than short-term investments.

The Bank updates the repricing and maturity gaps for actual asset, liability, and derivative transactions that occur in the advances-related segment each day. The Bank regularly compares the targeted repricing and maturity gaps to the actual repricing and maturity gaps to identify rebalancing needs for the targeted gaps. On a weekly basis, the Bank evaluates the projected impact of expected maturities and scheduled repricings of assets, liabilities, and interest rate exchange agreements on the interest rate risk of the advances-related segment. These analyses are used to measure and manage potential reinvestment risk (when the remaining term of advances is shorter than the remaining term of the financing) and potential refinancing risk (when the remaining term of advances is longer than the remaining term of the financing).

Because of the short-term and variable rate nature of the assets, liabilities, and derivatives of the advances-related business, the Bank’s interest rate risk guidelines address the amounts of net assets that are expected to mature or reprice in a given period. The market value sensitivity analyses and net interest income simulations are also used to identify and measure risk and variances to the target interest rate risk exposure in the advances-related segment.

Mortgage-Related Business – The Bank’s mortgage assets include MBS, most of which are classified as HTM or AFS, with a small amount classified as trading, and mortgage loans held for portfolio purchased under the MPF Program. The Bank is exposed to interest rate risk from the mortgage-related business because the principal cash flows of the mortgage assets and the liabilities that fund them are not exactly matched through time and across all possible interest rate scenarios, given the impact of mortgage prepayments and the existence of interest rate caps on certain adjustable rate MBS.

The Bank manages the interest rate risk and market risk of the mortgage-related segment through its investment in low risk assets and selected funding and hedging strategies. The total carrying value of MBS and mortgage loans at December 31, 2019, was $21.1 billion, including $17.8 billion in MBS and $3.3 billion in mortgage loans. The total carrying value of MBS and mortgage loans at December 31, 2018, was $21.0 billion, including $17.9 billion in MBS and $3.1 billion in mortgage loans. Floating rate securities, and fixed rate multifamily securities that have been converted to floating rate through the use of interest rate swaps, were $15.1 billion, or 72%, of MBS and mortgage loans at December 31, 2019, and $14.2 billion, or 68%, of MBS and mortgage loans at December 31, 2018. Intermediate and long-term fixed rate assets, whose interest rate and market risks have been partially offset through the use of fixed rate non-callable debt, fixed rate callable debt, and certain interest rate swaps whose characteristics mimic that of fixed rate callable debt, were $6.0 billion, or 28%, of MBS and mortgage loans, at December 31, 2019, and $6.8 billion, or 32%, of MBS and mortgage loans at December 31, 2018.

The estimated market risk of the mortgage-related business is managed both at the time an asset is purchased and on an ongoing basis for the total portfolio. At the time of purchase (for all significant mortgage asset acquisitions), the Bank analyzes the estimated earnings sensitivity and estimated market value sensitivity, taking into consideration the estimated mortgage prepayment sensitivity of the mortgage assets and anticipated funding and hedging activities under various interest rate scenarios. The related funding and hedging transactions are executed at or close to the time of purchase of a mortgage asset.

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At least monthly, the Bank reviews the estimated market risk profile of the entire portfolio of mortgage assets and related funding and hedging transactions. The Bank then considers rebalancing strategies to modify the estimated mortgage portfolio market risk profile. Periodically, the Bank performs more in-depth analyses, which include an analysis of the impacts of non-parallel shifts in the yield curve and assessments of the impacts of unanticipated mortgage prepayment behavior. Based on these analyses, the Bank may take actions to rebalance the mortgage portfolio’s market risk profile. These rebalancing strategies may include entering into new funding and hedging transactions, forgoing or modifying certain funding or hedging transactions normally executed with new mortgage purchases, or terminating certain funding and hedging transactions for the mortgage asset portfolio.

The Bank manages the estimated interest rate risk associated with mortgage assets, including mortgage prepayment risk, through a combination of debt issuance and derivatives. The Bank may obtain funding through callable and non-callable FHLBank System debt and may execute derivative transactions to achieve principal cash flow patterns and market value sensitivities for the liabilities and derivatives that provide a significant offset to the interest rate and mortgage prepayment risks associated with the mortgage assets. Debt issued to finance mortgage assets may be fixed rate debt, callable fixed rate debt, or adjustable rate debt. Derivatives may be used as temporary hedges of anticipated debt issuance or long-term hedges of debt used to finance the mortgage assets. The derivatives used to hedge the interest rate risk of fixed rate mortgage assets generally may be callable and non-callable pay-fixed interest rate swaps. Derivatives may also be used to offset the interest rate cap risk embedded in adjustable rate MBS.

As discussed above in “Total Bank Market Risk – Market Value of Capital Sensitivity” the Bank uses market value of capital sensitivity as a primary market value metric for measuring the Bank’s exposure to interest rates. The Bank’s interest rate risk policies and guidelines for the mortgage-related business address the market value of capital sensitivity of the assets, liabilities, and derivatives of the mortgage-related business.

The following table presents results of the estimated market value of capital sensitivity analysis attributable to the mortgage-related business as of December 31, 2019 and 2018.

Market Value of Capital Sensitivity Estimated Percentage Change in Market Value of Bank Capital Attributable to the Mortgage-Related Business for Various Changes in Interest Rates
Interest Rate Scenario(1)	2019		2018
+200 basis-point change	–0.6	%	–1.2	%
+100 basis-point change	–0.2		–0.4
–100 basis-point change	+0.2		+0.2
–200 basis-point change	+3.2		+0.8

(1) Instantaneous change from actual rates at dates indicated.

For the mortgage-related business, the Bank’s estimates of the sensitivity of the market value of capital to changes in interest rates as of December 31, 2019, are comparable to the estimates as of December 31, 2018, with the exception of the “down 200 basis point” scenario. Given the significant decline in interest rates in 2019, interest rates on a subset of the Bank’s floating rate instruments cannot decrease to the same extent that interest rates in the rising rate scenarios can increase because of embedded interest rate floors. LIBOR interest rates as of December 31, 2019, were 99 basis points lower for the 1-year term, 85 basis points lower for the 5-year term, and 83 basis points lower for the 10-year term.

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Interest Rate Exchange Agreements

A derivative transaction or interest rate exchange agreement is a financial contract whose fair value is generally derived from changes in the value of an underlying asset or liability. The Bank uses interest rate swaps; interest rate cap and floor agreements; and callable and putable interest rate swaps (collectively, interest rate exchange agreements) to manage its exposure to market risks inherent in its ordinary course of business, including its lending, investment, and funding activities.

The Bank uses interest rate exchange agreements to implement the following hedging strategies for addressing market risk:

• To convert fixed rate advances to adjustable rate structures, which reduces the Bank’s exposure to fixed interest rates.

• To convert certain adjustable rate indexed advances to other adjustable rate structures, which reduces the Bank’s exposure to basis risk.

• To convert fixed rate consolidated obligations to adjustable rate structures, which reduces the Bank’s exposure to fixed interest rates. (A combined structure of the callable derivative and callable debt instrument is usually lower in cost than a comparable adjustable rate debt instrument, allowing the Bank to reduce its funding costs.)

• To convert certain adjustable rate indexed consolidated obligations to other adjustable rate structures, which reduces the Bank’s exposure to basis risk.

• To reduce the interest rate sensitivity and modify the repricing frequency of assets and liabilities.

• To obtain callable fixed rate equivalent funding by entering into a callable pay-fixed interest rate swap in connection with the issuance of a short-term discount note. The callable fixed rate equivalent funding is used to reduce the Bank’s exposure to prepayment of mortgage assets.

• To offset an embedded option in an advance.

The following table summarizes the Bank’s interest rate exchange agreements by type of hedged item, hedging instrument, associated hedging strategy, accounting designation as specified under the accounting for derivative instruments and hedging activities, and notional amount as of December 31, 2019 and 2018.

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Interest Rate Exchange Agreements
(In millions)			Notional Amount
Hedging Instrument	Hedging Strategy	Accounting Designation	2019		2018
Hedged Item: Advances
Pay fixed, receive adjustable interest rate swap	Fixed rate advance converted to an adjustable rate	Fair Value Hedge	$	22,663	$	30,045
Pay adjustable, receive adjustable basis swap	Adjustable rate advance converted to another adjustable rate index	Economic Hedge(1)	7,550		—
Received fixed, pay adjustable interest rate swap	Adjustable rate advance converted to a fixed rate	Economic Hedge(1)	2,435		2,237
Pay fixed, receive adjustable interest rate swap	Fixed rate advance converted to an adjustable rate	Economic Hedge(1)	4,986		1,815
Pay fixed, receive adjustable interest rate swap; swap may be callable at the Bank’s option or putable at the counterparty’s option	Fixed rate advance (with or without an embedded cap) converted to an adjustable rate; advance and swap may be callable or putable; matched to advance accounted for under the fair value option	Economic Hedge(1)	3,587		5,079
Interest rate cap or floor	Interest rate cap or floor embedded in an adjustable rate advance; matched to advance accounted for under the fair value option	Economic Hedge(1)	—		83
Subtotal Economic Hedges(1)			18,558		9,214
Total			41,221		39,259
Hedged Item: Non-Callable Bonds
Receive fixed or structured, pay adjustable interest rate swap	Fixed rate or structured rate non-callable bond converted to an adjustable rate	Fair Value Hedge	3,732		4,496
Receive fixed or structured, pay adjustable interest rate swap	Fixed rate or structured rate non-callable bond converted to an adjustable rate	Economic Hedge(1)	445		1,596
Receive fixed or structured, pay adjustable interest rate swap	Fixed rate or structured rate non-callable bond converted to an adjustable rate; matched to non-callable bond accounted for under the fair value option	Economic Hedge(1)	185		235
Basis swap	Fixed rate or adjustable rate non-callable bond previously converted to an adjustable rate index, converted to another adjustable rate index to reduce interest rate sensitivity and repricing gaps	Economic Hedge(1)	13,075		19,710
Subtotal Economic Hedges(1)			13,705		21,541
Total			17,437		26,037

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Interest Rate Exchange Agreements (continued)
(In millions)			Notional Amount
Hedging Instrument	Hedging Strategy	Accounting Designation	2019		2018
Hedged Item: Callable Bonds
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option	Fixed or structured rate callable bond converted to an adjustable rate; swap is callable	Fair Value Hedge	840		2,214
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option	Fixed or structured rate callable bond converted to an adjustable rate; swap is callable	Economic Hedge(1)	1,095		3,657
Receive fixed or structured, pay adjustable interest rate swap with an option to call at the counterparty’s option	Fixed or structured rate callable bond converted to an adjustable rate; swap is callable; matched to callable bond accounted for under the fair value option	Economic Hedge(1)	150		1,789
Subtotal Economic Hedges(1)			1,245		5,446
Total			2,085		7,660
Hedged Item: Discount Notes
Pay fixed, receive adjustable callable interest rate swap	Discount note, which may have been previously converted to an adjustable rate, converted to fixed rate callable debt that offsets the prepayment risk of mortgage assets	Economic Hedge(1)	950		1,725
Basis swap or receive fixed, pay adjustable interest rate swap	Discount note converted to short-term adjustable rate to hedge repricing gaps	Economic Hedge(1)	23,126		20,095
Pay fixed, receive adjustable non-callable interest rate swap	Discount note, which may have been previously converted to an adjustable rate, converted to fixed rate non-callable debt that offsets the interest rate risk of mortgage assets	Economic Hedge(1)	1,050		960
Total			25,126		22,780
Hedged Item: Investment Securities
Pay fixed, receive adjustable interest rate swap	Fixed rate investment securities converted to an adjustable rate	Fair Value Hedge	12,387		3,749
Pay fixed, receive adjustable interest rate swap	Fixed rate investment securities converted to an adjustable rate	Economic Hedge(1)	1,750		—
Basis swap	Basis swap hedging adjustable rate Federal Farm Credit Bank (FFCB) bonds	Economic Hedge(1)	—		500
Interest rate cap	Interest rate cap used to offset cap risk embedded in floating rate investment securities	Economic Hedge(1)	980		1,480
Subtotal Economic Hedges(1)			2,730		1,980
Total			15,117		5,729
Hedged Item: Offsetting Derivatives
Pay fixed, receive adjustable interest rate swap and receive fixed, pay adjustable interest rate swap	Interest rate swap used to offset the economic effect of interest rate swap that is no longer designated to advances, investments, or consolidated obligations	Economic Hedge(1)	40		—
Total			40		—
Stand-Alone Derivatives
Mortgage delivery commitments	N/A	N/A	46		12
Total			46		12
Total Notional Amount			$	101,072	$	101,477

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

Although the Bank uses interest rate exchange agreements to achieve the specific financial objectives described above, certain transactions do not qualify for hedge accounting (economic hedges). An economic hedge introduces

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the potential for earnings variability caused by changes in the fair value of the derivatives that are recorded in the Bank’s income but are not offset by corresponding changes in the value of the economically hedged assets and liabilities. Finance Agency regulations and the Bank’s Risk Management Policy prohibit the speculative use of interest rate exchange agreements, and the Bank does not trade derivatives for profit.

It is the Bank’s policy to use interest rate exchange agreements only to reduce the market risk exposures inherent in the otherwise unhedged asset and funding positions of the Bank and to achieve other financial objectives of the Bank, such as obtaining low-cost funding for advances and mortgage assets. The primary objective of the financial management practices of the Bank is to preserve and enhance the long-term economic performance and risk management of the Bank. In accordance with the accounting for derivative instruments and hedging activities, reported net income and other comprehensive income will likely exhibit period-to-period volatility, which may be significant.

The following tables categorize the notional amounts and estimated fair values of the Bank’s derivative instruments, unrealized gains and losses from the related hedged items, and estimated fair value gains and losses from financial instruments carried at fair value by type of accounting treatment and product as of December 31, 2019 and 2018.

Derivative Instruments Notional Amounts and Estimated Fair Values
December 31, 2019
(In millions)	Notional Amount		Fair Value of Derivatives			Unrealized Gain/(Loss) on Hedged Items			Financial Instruments Carried at Fair Value			Difference
Fair value hedges:
Advances	$	22,663	$	3		$	203		$	—		$	206
Non-callable bonds	3,732		(5		)	(9		)	—			(14		)
Callable bonds	840		—			—			—			—
Treasury securities	5,250		4			(6		)	—			(2		)
MBS	7,137		(342		)	437			—			95
Subtotal	39,622		(340		)	625			—			285
Not qualifying for hedge accounting:
Advances	18,558		3			—			72			75
Non-callable bonds	13,705		4			—			(2		)	2
Callable bonds	1,245		—			—			1			1
Discount notes	25,126		(10		)	—			—			(10		)
Treasury securities	1,750		—			—			—			—
MBS	980		—			—			—			—
Mortgage delivery commitments	46		—			—			—			—
Offsetting derivatives	40		—			—			—			—
Subtotal	61,450		(3		)	—			71			68
Total excluding accrued interest	101,072		(343		)	625			71			353
Accrued interest	—		3			5			10			18
Total	$	101,072	$	(340	)	$	630		$	81		$	371

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December 31, 2018
(In millions)	Notional Amount		Fair Value of Derivatives			Unrealized Gain/(Loss) on Hedged Items			Financial Instruments Carried at Fair Value			Difference
Fair value hedges:
Advances	$	30,045	$	(14	)	$	(32	)	$	—		$	(46	)
Non-callable bonds	4,496		(9		)	17			—			8
Callable bonds	2,214		(30		)	31			—			1
MBS	3,749		(42		)	91			—			49
Subtotal	40,504		(95		)	107			—			12
Not qualifying for hedge accounting:
Advances	9,214		11			—			(43		)	(32		)
Non-callable bonds	21,541		5			—			—			5
Callable bonds	5,446		(46		)	—			14			(32		)
Discount notes	22,780		24			—			—			24
FFCB bonds	500		(1		)	—			—			(1		)
MBS	1,480		1			—			—			1
Mortgage delivery commitments	12		—			—			—			—
Subtotal	60,973		(6		)	—			(29		)	(35		)
Total excluding accrued interest	101,477		(101		)	107			(29		)	(23		)
Accrued interest	—		40			(63		)	4			(19		)
Total	$	101,477	$	(61	)	$	44		$	(25	)	$	(42	)

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make a number of judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if applicable, and the reported amounts of income, expenses, gains, and losses during the reporting period. Changes in these judgments, estimates, and assumptions could potentially affect the Bank’s financial position and results of operations significantly. Although the Bank believes these judgments, estimates, and assumptions to be reasonably accurate, actual results may differ.

The Bank has identified the following accounting policies and estimates as critical because they require the Bank to make subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies and estimates are: accounting for derivatives; estimating fair values of investments classified as trading and AFS, derivatives and associated hedged items carried at fair value in accordance with the accounting for derivative instruments and associated hedging activities, and financial instruments carried at fair value under the fair value option; and estimating the prepayment speeds on MBS and mortgage loans for the accounting of amortization of premiums and accretion of discounts on MBS and mortgage loans. These policies and the judgments, estimates, and assumptions are also described in “Item 8. Financial Statements and Supplementary Data – Note 1 – Summary of Significant Accounting Policies.”

Accounting for Derivatives

Accounting for derivatives includes the following assumptions and estimates by the Bank: (i) assessing whether the hedging relationship qualifies for hedge accounting, (ii) assessing whether an embedded derivative should be bifurcated, (iii) calculating the estimated effectiveness of the hedging relationship, (iv) evaluating exposure associated with counterparty credit risk, and (v) estimating the fair value of the derivatives (which is discussed in “Fair Values” below). The Bank’s assumptions and judgments include subjective calculations and estimates based on information available as of the date of the financial statements and could be materially different based on different assumptions, calculations, and estimates.

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For additional discussion of the Bank’s accounting for derivatives, see “Item 8. Financial Statements and Supplementary Data – Note 1 – Summary of Significant Accounting Policies” and “Note 18 – Derivatives and Hedging Activities.”

Assessment of Effectiveness. Highly effective hedging relationships that use interest rate swaps as the hedging instrument and that meet certain criteria under the accounting for derivative instruments and hedging activities may qualify for the “short-cut” method of assessing effectiveness. The short-cut method allows the Bank to make the assumption of no ineffectiveness, which means that the change in fair value of the hedged item can be assumed to be equal to the change in fair value of the derivative. No further evaluation of effectiveness is performed for these hedging relationships unless a critical term is changed. Included in these hedging relationships may be hedged items for which the settlement of the hedged item occurs within the shortest period of time possible for the type of instrument based on market settlement conventions. The Bank defines market settlement conventions to be 5 business days or less for advances and 30 calendar days, using a next business day convention, for consolidated obligations. The Bank designates the hedged item in a qualifying hedging relationship as of its trade date. Although the hedged item will not be recognized in the financial statements until the settlement date, in certain circumstances when the fair value of the hedging instrument is zero on the trade date, the Bank believes that it meets a condition that allows the use of the short-cut method. The Bank then records the changes in fair value of the derivative and the hedged item beginning on the trade date.

For a hedging relationship that does not qualify for the short-cut method, the Bank measures its effectiveness using the “long-haul” method, in which the change in fair value of the hedged item must be measured separately from the change in fair value of the derivative. The Bank designs effectiveness testing criteria based on its knowledge of the hedged item and hedging instrument that were employed to create the hedging relationship. The Bank uses regression analyses or other statistical analyses to evaluate effectiveness results, which must fall within established tolerances. Effectiveness testing is performed at inception and on at least a quarterly basis for both prospective considerations and retrospective evaluations.

Hedge Discontinuance. When a hedging relationship fails the effectiveness test, the Bank immediately discontinues hedge accounting for that relationship. In addition, the Bank discontinues hedge accounting when it is no longer probable that a forecasted transaction will occur in the original expected time period and when a hedged firm commitment no longer meets the required criteria of a firm commitment. The Bank treats modifications of hedged items (such as a reduction in par value, change in maturity date, or change in strike rates) as a termination of a hedge relationship.

Credit Risk for Counterparties. The Bank is subject to credit risk as a result of potential nonperformance by counterparties to the derivative agreements. All uncleared derivatives with counterparties that are members of the Bank and that are not derivative dealers, in which the Bank serves as an intermediary, are fully secured by eligible collateral and are subject to both the Bank’s Advances and Security Agreement and a master netting agreement. For all derivative dealer counterparties, the Bank selects only highly rated derivative dealers and major banks that meet the Bank's eligibility requirements. In addition, the Bank enters into master netting agreements and bilateral security agreements with all active derivative dealer and major bank counterparties that provide for delivery of collateral at specified levels tied to counterparty credit rating to limit the Bank’s net unsecured credit exposure to these counterparties. The Bank makes judgments on each counterparty’s creditworthiness and estimates of collateral values in analyzing its credit risk for nonperformance by counterparties. In addition, the Bank is subject to nonperformance by the clearinghouse(s) and clearing agents. The requirement that the Bank post initial and variation margin through the clearing agent to the clearinghouse exposes the Bank to institutional credit risk in the event that the clearing agent or the clearinghouse fails to meet its obligations. However, the use of cleared derivatives mitigates the Bank’s overall credit risk exposure because a central counterparty is substituted for individual counterparties and variation margin is posted daily for changes in the value of cleared derivatives through a clearing agent. See additional discussion of credit exposure to derivatives counterparties in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk – Derivative Counterparties.”

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Fair Values

Fair value measurement guidance defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and stipulates disclosures about fair value measurements. This guidance applies whenever other accounting pronouncements require or permit assets or liabilities to be measured at fair value. The Bank uses fair value measurements to record fair value adjustments for certain assets and liabilities and to determine fair value disclosures.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, and the price used to measure fair value is an exit price considered from the perspective of the market participant that holds the asset or owes the liability.

This guidance establishes a three-level fair value hierarchy that prioritizes the inputs into the valuation technique used to measure fair value. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1 – Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. An active market for the asset or liability is a market in which the transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are supported by little or no market activity or by the Bank’s own assumptions.

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

The use of fair value to measure the Bank’s financial instruments is fundamental to the Bank’s financial statements and is a critical accounting estimate because a significant portion of the Bank’s assets and liabilities are carried at fair value.

The following assets and liabilities, including those for which the Bank has elected the fair value option, are carried at fair value on the Statements of Condition as of December 31, 2019:

• Trading securities

• AFS securities

• Certain advances

• Derivative assets and liabilities

• Certain consolidated obligation bonds

• Certain other assets

In general, these items carried at fair value are categorized within Level 2 of the fair value hierarchy and are valued primarily using inputs that are observable in the marketplace or can be substantially derived from observable market data.

Certain assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustment in certain circumstances (for example, when there is evidence of impairment). At December 31, 2019, the Bank measured certain impaired mortgage loans held for portfolio on a nonrecurring basis at Level 3 of the fair value hierarchy.

The Bank monitors and evaluates the inputs into its fair value measurements to ensure that the asset or liability is properly categorized in the fair value hierarchy based on the lowest level of input that is significant to the fair value

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measurement. Because items classified as Level 3 are generally based on unobservable inputs, the process to determine the fair value of such items is generally more subjective and involves a higher degree of judgment and assumptions by the Bank.

The Bank employs internal control processes to validate the fair value of its financial instruments. These control processes are designed to ensure that the fair value measurements used for financial reporting are based on observable inputs wherever possible. In the event that observable market-based inputs are not available, the control processes are designed to ensure that the valuation approach used is appropriate and consistently applied and that the assumptions and judgments made are reasonable. The Bank’s control processes provide for segregation of duties and oversight of the fair value methodologies and valuations by the Bank. Valuation models are regularly reviewed by the Bank and are subject to an independent model validation process. Any changes to the valuation methodology or the models are also reviewed to confirm that the changes are appropriate.

The assumptions and judgments applied by the Bank may have a significant effect on its estimates of fair value, and the use of different assumptions as well as changes in market conditions could have a material effect on the Bank’s results of operations or financial condition. See “Item 8. Financial Statements and Supplementary Data – Note 19 – Fair Value” for further information regarding the fair value measurement guidance (including the classification within the fair value hierarchy) and the summary of valuation methodologies and primary inputs used to measure fair value for all the Bank’s assets and liabilities carried at fair value.

The Bank continues to refine its valuation methodologies as markets and products develop and the pricing for certain products becomes more or less transparent. While the Bank believes that its valuation methodologies are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a materially different estimate of fair value as of the reporting date. These fair values may not represent the actual values of the financial instruments that could have been realized as of yearend or that will be realized in the future. Although the Bank uses its best judgment in estimating the fair value of these financial instruments, there are inherent limitations in any estimation technique or valuation methodology.

Amortization of Premiums and Accretion of Discounts and OTTI on MBS and Purchased Mortgage Loans

When the Bank purchases MBS and mortgage loans, it does not necessarily pay the seller the par value of the MBS or the exact amount of the unpaid principal balance of the mortgage loans. If the Bank pays more than the par value or the unpaid principal balance, purchasing the asset at a premium, the premium reduces the yield the Bank recognizes on the asset below the coupon rate. Conversely, if the Bank pays less than the par value or the unpaid principal balance, purchasing the asset at a discount, the discount increases the yield above the coupon rate.

The Bank amortizes premiums and accretes discounts from the acquisition dates of the MBS and mortgage loans. The Bank applies the level-yield method on a retrospective basis over the estimated life of the MBS and purchased mortgage loans for which prepayments reasonably can be expected and estimated. This method requires a retrospective adjustment of the effective yield each time the Bank changes the estimated life as if the new estimate had been known since the original acquisition date of the securities. Use of the retrospective method may increase volatility of reported earnings during periods of changing interest rates, and the use of different estimates or assumptions as well as changes in external factors could produce significantly different results.

For securities previously identified as other-than-temporarily impaired, the Bank recognizes accretion or amortization of OTTI credit charges along with the net interest income associated with the securities’ effective yield in net interest income in the Statements of Income. For securities classified as HTM, the OTTI recognized in AOCI is accreted to the carrying value of each security on a prospective basis, based on the amount and timing of future estimated cash flows (with no effect on earnings unless the security is subsequently sold or there are additional decreases in cash flows expected to be collected). For securities classified as AFS, the Bank does not accrete the OTTI recognized in AOCI to the carrying value because the subsequent measurement basis for these securities is fair value. The total accretion or amortization associated with OTTI credit charges was $78 million and $81 million, for the years ended December 31, 2019 and 2018, respectively. The Bank updates its estimate of future expected

76

cash flows for previously other-than-temporarily impaired securities on a regular basis. If there is no additional impairment on the security, any improvement in expected cash flows is accreted into interest income. This accretion, included in the total accretion or amortization amounts above, totaled $61 million and $63 million for the years ended December 31, 2019 and 2018, respectively.

As a result of the improvements in expected cash flows and resulting decreases in estimated lifetime losses, the Bank has recognized significant amounts of accretion-related income since 2015. As of December 31, 2019, the Bank estimates that it will accrete approximately $236 million of additional interest income associated with the reduction in OTTI losses over the life of the securities. This estimate of accretion of additional interest income is a forward-looking statement. The Bank updates its estimates on an ongoing basis, and actual results may differ materially from the Bank’s current estimation.

Recently Issued Accounting Guidance and Interpretations

See “Item 8. Financial Statements and Supplementary Data – Note 2 – Recently Issued and Adopted Accounting Guidance” for a discussion of recently issued accounting standards and interpretations.

Recent Developments

Advisory Bulletin (AB) 2019-03 Capital Stock Management. On August 14, 2019, the Finance Agency issued a final AB providing guidance that augments existing statutory and regulatory capital requirements to require each FHLBank to maintain a ratio of at least two percent of capital stock to total assets in order to help preserve the cooperative structure incentives that encourage members to remain fully engaged in the oversight of their investment in the FHLBank. Beginning in February 2020, the Finance Agency will consider the proportion of capital stock to assets, measured on a daily average basis at monthend, when assessing each FHLBank’s capital management practices.

The Bank does not expect the AB to have a material impact on the Bank’s capital management practices, financial condition, or results of operations.

Finance Agency Supervisory Letter. On September 27, 2019, the Finance Agency issued a Supervisory Letter to the FHLBanks that the Finance Agency stated is designed to ensure the FHLBanks will be able to identify and prudently manage the risks associated with the termination of LIBOR in a safe and sound manner. The Supervisory Letter provides among other things that, by March 31, 2020, the FHLBanks should limit and cease entering into new LIBOR-indexed financial assets, liabilities, and derivatives with maturities beyond December 31, 2021, for all product types except investments. With respect to investments, the FHLBanks must, by December 31, 2019, stop purchasing investments that reference LIBOR and mature after December 31, 2021. The Supervisory Letter also directs the FHLBanks to update their pledged collateral certification reporting requirements by March 31, 2020, in an effort to encourage members to distinguish LIBOR-indexed collateral maturing after December 31, 2021. The FHLBanks are expected to cease entering into LIBOR-indexed financial instruments maturing after December 31, 2021, by the deadlines specified in the Supervisory Letter, subject to limited exceptions granted by the Finance Agency under the Supervisor Letter for LIBOR-indexed products serving compelling mission, risk mitigating, and/or hedging purposes that do not currently have readily available alternatives.

As a result of the Supervisory Letter, the Bank’s Transition Plan was revised to limit new LIBOR transactions with maturities beyond the end of 2021 consistent with the limits set by the Supervisory Letter.

AB 2020-01 FHLBank Risk Management of AMA. On January 31, 2020, the Finance Agency released guidance on risk management of AMA. The guidance communicates the Finance Agency’s expectations with respect to an FHLBank’s funding of its members through the purchase of eligible mortgage loans and includes expectations that an FHLBank will have Board-established limits on AMA portfolios and management-established thresholds to serve as monitoring tools to manage AMA-related risk exposure. The guidance provides that the board of an FHLBank should ensure that the bank serves as a liquidity source for members, and an FHLBank should ensure that its portfolio limits do not result in the FHLBank’s acquisition of mortgages from smaller members being “crowded

77

out” by the acquisition of mortgages from larger members. The AB contains the expectation that the board of an FHLBank should set limits on the size and growth of portfolios and on acquisitions from a single participating financial institution. In addition, the guidance sets forth that the board of an FHLBank should consider concentration risk of geographic area, high-balance loans, and third-party loan originations.

The Bank continues to evaluate the potential impact of this AB but currently do not expect it to materially affect our financial condition or results of operations.

Off-Balance Sheet Arrangements and Aggregate Contractual Commitments

Off-Balance Sheet Arrangements and Other Commitments

In accordance with regulations governing the operations of the FHLBanks, each FHLBank, including the Bank, is jointly and severally liable for the FHLBank System’s consolidated obligations issued under Section 11(a) of the FHLBank Act, and in accordance with the FHLBank Act, each FHLBank, including the Bank, is jointly and severally liable for consolidated obligations issued under Section 11(c) of the FHLBank Act. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor.

The par value of the outstanding consolidated obligations of the FHLBanks was $1,025.9 billion at December 31, 2019, and $1,031.6 billion at December 31, 2018. The par value of the Bank’s participation in consolidated obligations was $98.8 billion at December 31, 2019, and $101.6 billion at December 31, 2018. The Bank had committed to the issuance of $805 million and $350 million in consolidated obligations at December 31, 2019 and 2018, respectively.

In addition, in the ordinary course of business, the Bank engages in financial transactions that, in accordance with U.S. GAAP, are not recorded on the Bank’s Statement of Condition or may be recorded on the Bank’s Statement of Condition in amounts that are different from the full contract or notional amount of the transactions. For example, the Bank routinely enters into commitments to extend advances and issues standby letters of credit. These commitments and standby letters of credit may represent future cash requirements of the Bank, although the standby letters of credit usually expire without being drawn upon. Standby letters of credit are subject to the same underwriting and collateral requirements as advances made by the Bank. At December 31, 2019, the Bank had no advance commitments and $21.6 billion in standby letters of credit outstanding. At December 31, 2018, the Bank had no advance commitments and $18.1 billion in standby letters of credit outstanding.

For additional information, see “Item 8. Financial Statements and Supplementary Data – Note 20 – Commitments and Contingencies.”

Contractual Obligations

The following table summarizes the Bank’s contractual obligations as of December 31, 2019, except for obligations associated with short-term discount notes. Additional information with respect to the Bank’s consolidated obligations is presented in “Item 8. Financial Statements and Supplementary Data – Note 12 – Consolidated Obligations” and “Note 20 – Commitments and Contingencies.”

In addition, “Item 8. Financial Statements and Supplementary Data – Note 15 – Capital” includes a discussion of the Bank’s mandatorily redeemable capital stock, and “Item 8. Financial Statements and Supplementary Data – Note 16 – Employee Retirement Plans and Incentive Compensation Plans” includes a discussion of the Bank’s pension and retirement expenses and commitments.

The Bank enters into derivative financial instruments, which create contractual obligations, as part of the Bank’s market risk management. “Item 8. Financial Statements and Supplementary Data – Note 18 – Derivatives and Hedging Activities” includes additional information regarding derivative financial instruments.

78

Contractual Obligations
(In millions)
December 31, 2019
	Payments Due By Period
Contractual Obligations	< 1 Year		1 to < 3 Years		3 to < 5 Years		≥ 5 Years		Total
Long-term debt(1)	$	53,549	$	14,623	$	1,072	$	2,126	$	71,370
Mandatorily redeemable capital stock	135		—		—		3		138
Capital leases	2		2		—		—		4
Operating leases	6		16		17		61		100
Pension and post-retirement contributions	6		5		6		16		33
Commitments to fund/purchase mortgage loans	46		—		—		—		46
Total contractual obligations	$	53,744	$	14,646	$	1,095	$	2,206	$	71,691

(1) Does not include discount notes and contractual interest payments related to consolidated obligation bonds. Payments for consolidated obligation bonds are allocated to a period based on contractual maturities. The actual timing of payments could be influenced by factors affecting redemptions. See “Item 8. Financial Statements and Supplementary Data – Note 12 – Consolidated Obligations” for more information.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition – Risk Management – Market Risk.”

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Supplementary Data

Financial Statements:
	Management's Report on Internal Control Over Financial Reporting	81
	Report of Independent Registered Public Accounting Firm	82
	Statements of Condition as of December 31, 2019 and 2018	84
	Statements of Income for the Years Ended December 31, 2019, 2018, and 2017	85
	Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018, and 2017	86
	Statements of Capital Accounts for the Years Ended December 31, 2019, 2018, and 2017	87
	Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017	88
	Notes to Financial Statements	90
Supplementary Data:
	Supplementary Financial Data (Unaudited)	154

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Management's Report on Internal Control Over Financial Reporting

The management of the Federal Home Loan Bank of San Francisco (Bank) is responsible for establishing and maintaining adequate internal control over the Bank's financial reporting. The Bank’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the ability of internal control over financial reporting to provide absolute assurance of achieving financial reporting objectives. These inherent limitations include the possibility of human error and the circumvention or overriding of controls. Accordingly, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. These inherent limitations are known features of the financial reporting process, however, and it is possible to design into the process safeguards to reduce, although not eliminate, this risk.

Management assessed the effectiveness of the Bank’s internal control over financial reporting as of December 31, 2019. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2019, the Bank maintained effective internal control over financial reporting. The effectiveness of the Bank's internal control over financial reporting as of December 31, 2019, has been audited by PricewaterhouseCoopers LLP, the Bank's independent registered public accounting firm, as stated in its report appearing on the following page, which expressed an unqualified opinion on the effectiveness of the Bank’s internal control over financial reporting as of December 31, 2019.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of the Federal Home Loan Bank of San Francisco:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of condition of the Federal Home Loan Bank of San Francisco (the “FHLBank”) as of December 31, 2019 and 2018, and the related statements of income, comprehensive income, capital accounts and cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the “financial statements”). We also have audited the FHLBank’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the FHLBank as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the FHLBank maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The FHLBank’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the FHLBank’s financial statements and on the FHLBank’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the FHLBank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable

82

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

March 6, 2020

We have served as the FHLBank’s auditor since 1990.

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Federal Home Loan Bank of San Francisco

Statements of Condition

(In millions-except par value)	December 31, 2019		December 31, 2018
Assets:
Cash and due from banks	$	118	$	13
Interest-bearing deposits	2,269		2,555
Securities purchased under agreements to resell	7,000		7,300
Federal funds sold	3,562		3,845
Trading securities(a)	1,766		661
Available-for-sale (AFS) securities(b)	15,495		6,931
Held-to-maturity (HTM) securities (fair values were $7,566 and $11,047, respectively)(a)	7,545		11,089
Advances (includes $4,370 and $5,133 at fair value under the fair value option, respectively)	65,374		73,434
Mortgage loans held for portfolio, net of allowance for credit losses of $0 and $0, respectively	3,314		3,066
Accrued interest receivable	139		133
Derivative assets, net	33		185
Other assets	227		114
Total Assets	$	106,842	$	109,326
Liabilities:
Deposits	$	537	$	262
Consolidated obligations:
Bonds (includes $337 and $2,019 at fair value under the fair value option, respectively)	71,372		72,276
Discount notes	27,376		29,182
Total consolidated obligations	98,748		101,458
Mandatorily redeemable capital stock	138		227
Borrowings from other FHLBanks	—		250
Accrued interest payable	164		155
Affordable Housing Program (AHP) payable	152		182
Derivative liabilities, net	—		10
Other liabilities	362		252
Total Liabilities	100,101		102,796
Commitments and Contingencies (Note 20)
Capital:
Capital stock—Class B—Putable ($100 par value) issued and outstanding:
30 shares and 29 shares, respectively	3,000		2,949
Unrestricted retained earnings	2,754		2,699
Restricted retained earnings	713		647
Total Retained Earnings	3,467		3,346
Accumulated other comprehensive income/(loss) (AOCI)	274		235
Total Capital	6,741		6,530
Total Liabilities and Capital	$	106,842	$	109,326

(a) At December 31, 2019 and 2018, none of these securities were pledged as collateral that may be repledged.

(b) At December 31, 2019, $381 of these securities were pledged as collateral that may be repledged. At December 31, 2018, none of these securities were pledged as collateral that may be repledged.

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

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Federal Home Loan Bank of San Francisco

Statements of Income

	For the Years Ended December 31,
(In millions)	2019			2018			2017
Interest Income:
Advances	$	1,677		$	1,563		$	875
Interest-bearing deposits	51			35			8
Securities purchased under agreements to resell	174			106			9
Federal funds sold	114			160			115
Trading securities	15			16			17
AFS securities	394			247			239
HTM securities	270			335			285
Mortgage loans held for portfolio	87			98			52
Total Interest Income	2,782			2,560			1,600
Interest Expense:
Consolidated obligations:
Bonds	1,631			1,393			713
Discount notes	599			537			285
Deposits	7			5			3
Mandatorily redeemable capital stock	14			24			32
Total Interest Expense	2,251			1,959			1,033
Net Interest Income	531			601			567
Provision for/(reversal of) credit losses on mortgage loans	—			—			—
Net Interest Income After Mortgage Loan Loss Provision	531			601			567
Other Income/(Loss):
Total other-than-temporary impairment (OTTI) loss	(14		)	(23		)	(10		)
Net amount of OTTI loss reclassified to/(from) AOCI	3			12			(6		)
Net OTTI loss, credit-related	(11		)	(11		)	(16		)
Net gain/(loss) on trading securities	(2		)	(2		)	—
Net gain/(loss) on advances and consolidated obligation bonds held under fair value option	101			(21		)	(31		)
Net gain/(loss) on derivatives and hedging activities	(92		)	5			(14		)
Gains on litigation settlements, net	—			—			119
Other	25			18			20
Total Other Income/(Loss)	21			(11		)	78
Other Expense:
Compensation and benefits	84			78			76
Other operating expense	73			67			70
Federal Housing Finance Agency	7			6			6
Office of Finance	6			6			5
Quality Jobs Fund expense	15			25			60
Other, net	2			5			7
Total Other Expense	187			187			224
Income/(Loss) Before Assessment	365			403			421
AHP Assessment	38			43			45
Net Income/(Loss)	$	327		$	360		$	376

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

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Federal Home Loan Bank of San Francisco

Statements of Comprehensive Income

	For the Years Ended December 31,
(In millions)	2019			2018			2017
Net Income/(Loss)	$	327		$	360		$	376
Other Comprehensive Income/(Loss):
Net unrealized gain/(loss) on AFS securities	53			(32		)	—
Net change in pension and postretirement benefits	3			(4		)	3
Net non-credit-related OTTI gain/(loss) on AFS securities:
Net change in fair value of other-than-temporarily impaired securities	(16		)	(38		)	195
Net amount of OTTI loss reclassified to/(from) other income/(loss)	(3		)	(12		)	6
Total net non-credit-related OTTI gain/(loss) on AFS securities	(19		)	(50		)	201
Net non-credit-related OTTI gain/(loss) on HTM securities:
Accretion of non-credit-related OTTI loss	2			3			3
Total net non-credit-related OTTI gain/(loss) on HTM securities	2			3			3
Total other comprehensive income/(loss)	39			(83		)	207
Total Comprehensive Income/(Loss)	$	366		$	277		$	583

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

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Federal Home Loan Bank of San Francisco

Statements of Capital Accounts

	Capital Stock Class B—Putable					Retained Earnings												Total Capital
(In millions)	Shares		Par Value			Restricted			Unrestricted			Total			AOCI
Balance, December 31, 2016	24		$	2,370		$	2,168		$	888		$	3,056		$	111		$	5,537
Comprehensive income/(loss)						178			198			376			207			583
Issuance of capital stock	12		1,214															1,214
Repurchase of capital stock	(4	)	(339		)													(339		)
Capital stock reclassified from/(to) mandatorily redeemable capital stock, net	—		(2		)													(2		)
Transfers from restricted retained earnings						(1,771		)	1,771			—						—
Cash dividends paid on capital stock (7.50%)									(187		)	(187		)				(187		)
Balance, December 31, 2017	32		$	3,243		$	575		$	2,670		$	3,245		$	318		$	6,806
Comprehensive income/(loss)						72			288			360			(83		)	277
Issuance of capital stock	14		1,377															1,377
Repurchase of capital stock	(17	)	(1,669		)													(1,669		)
Capital stock reclassified from/(to) mandatorily redeemable capital stock, net	—		(2		)													(2		)
Cash dividends paid on capital stock (8.51%)									(259		)	(259		)				(259		)
Balance, December 31, 2018	29		$	2,949		$	647		$	2,699		$	3,346		$	235		$	6,530
Comprehensive income/(loss)						66			261			327			39			366
Issuance of capital stock	12		1,186															1,186
Repurchase of capital stock	(11	)	(1,129		)													(1,129		)
Capital stock reclassified from/(to) mandatorily redeemable capital stock, net	—		(6		)													(6		)
Cash dividends paid on capital stock (7.00%)									(206		)	(206		)				(206		)
Balance, December 31, 2019	30		$	3,000		$	713		$	2,754		$	3,467		$	274		$	6,741

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

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Federal Home Loan Bank of San Francisco

Statements of Cash Flows

	For the Years Ended December 31,
(In millions)	2019			2018			2017
Cash Flows from Operating Activities:
Net Income/(Loss)	$	327		$	360		$	376
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation and amortization	(53		)	(12		)	(62		)
Change in net fair value of trading securities	2			2			—
Change in net fair value adjustment on advances and consolidated obligation bonds held under the fair value option	(101		)	21			31
Change in net derivatives and hedging activities	(319		)	(18		)	(8		)
Net OTTI loss, credit-related	11			11			16
Other adjustments	12			—			—
Net change in:
Accrued interest receivable	(3		)	(16		)	(45		)
Other assets	(23		)	(6		)	6
Accrued interest payable	1			46			50
Other liabilities	(5		)	(30		)	(22		)
Total adjustments	(478		)	(2		)	(34		)
Net cash provided by/(used in) operating activities	(151		)	358			342
Cash Flows from Investing Activities:
Net change in:
Interest-bearing deposits	165			(1,686		)	(514		)
Securities purchased under agreements to resell	300			4,450			3,750
Federal funds sold	283			7,183			(6,814		)
Trading securities:
Proceeds	656			501			902
Purchases of long-term	(1,763		)	—			—
AFS securities:
Proceeds	616			709			933
Purchases	(8,739		)	(3,637		)	—
HTM securities:
Proceeds	3,549			4,764			6,690
Purchases	—			(1,179		)	(7,501		)
Advances:
Repaid	1,258,362			1,698,247			1,575,597
Originated	(1,249,955		)	(1,694,256		)	(1,603,226		)
Mortgage loans held for portfolio:
Principal collected	968			263			184
Purchases	(1,253		)	(1,246		)	(1,413		)
Other investing activities, net	(38		)	—			(9		)
Net cash provided by/(used in) investing activities	3,151			14,113			(31,421		)

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Federal Home Loan Bank of San Francisco

Statements of Cash Flows (continued)

	For the Years Ended December 31,
(In millions)	2019			2018			2017
Cash Flows from Financing Activities:
Net change in deposits and other financing activities	256			(18		)	114
Net change in borrowings from other FHLBanks	(250		)	250			(1,345		)
Net (payments)/proceeds on derivative contracts with financing elements	82			—			—
Net proceeds from issuance of consolidated obligations:
Bonds	75,458			73,669			80,506
Discount notes	144,800			143,464			165,408
Payments for matured and retired consolidated obligations:
Bonds	(76,433		)	(86,444		)	(45,622		)
Discount notes	(146,564		)	(144,775		)	(168,491		)
Proceeds from issuance of capital stock	1,186			1,377			1,214
Payments for repurchase/redemption of mandatorily redeemable capital stock	(95		)	(84		)	(150		)
Payments for repurchase of capital stock	(1,129		)	(1,669		)	(339		)
Cash dividends paid	(206		)	(259		)	(187		)
Net cash provided by/(used in) financing activities	(2,895		)	(14,489		)	31,108
Net increase/(decrease) in cash and due from banks	105			(18		)	29
Cash and due from banks at beginning of the period	13			31			2
Cash and due from banks at end of the period	$	118		$	13		$	31
Supplemental Disclosures:
Interest paid	$	2,289		$	1,891		$	990
AHP payments	70			68			53
Supplemental Disclosures of Noncash Investing and Financing Activities:
Transfers of other-than-temporarily impaired HTM securities to AFS securities	1			12			—
Transfers of capital stock to mandatorily redeemable capital stock	6			2			2

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

89

Federal Home Loan Bank of San Francisco

Notes to Financial Statements

(Dollars in millions except per share amounts)

Background Information

The Federal Home Loan Bank of San Francisco (Bank), a federally chartered corporation exempt from ordinary federal, state, and local taxation except real property taxes, is one of 11 regional Federal Home Loan Banks (FHLBanks). The FHLBanks are government-sponsored enterprises (GSEs) that serve the public by enhancing the availability of credit for residential mortgages and targeted community development by providing a readily available, competitively priced source of funds to their member institutions. Each FHLBank is operated as a separate entity with its own management, employees, and board of directors. The Bank does not have any special purpose entities or any other type of off-balance sheet conduits. The Bank has a cooperative ownership structure. Regulated financial depositories and insurance companies engaged in residential housing finance, with principal places of business located in Arizona, California, and Nevada, are eligible to apply for membership. In addition, authorized community development financial institutions are eligible to be members of the Bank. All members are required to purchase capital stock in the Bank. State and local housing authorities that meet certain statutory criteria may also borrow from the Bank. While eligible to borrow, these housing authorities are not members of the Bank, and, as such, are not required to hold capital stock. To access the Bank’s products and services, a financial institution must be approved for membership and purchase capital stock in the Bank. The member's capital stock requirement is generally based on its use of Bank products, subject to a minimum asset-based membership requirement that is intended to reflect the value to the member of having ready access to the Bank as a reliable source of competitively priced funds. Bank capital stock is issued, transferred, redeemed, and repurchased at its par value of $100 per share, subject to certain regulatory and statutory limits. It is not publicly traded. All shareholders may receive dividends on their capital stock, to the extent declared by the Bank’s Board of Directors.

The Bank conducts business with members in the ordinary course of business. See Note 21 – Transactions with Certain Members, Certain Nonmembers, and Other FHLBanks for more information.

The Federal Housing Finance Agency (Finance Agency), an independent federal agency in the executive branch of the United States government, supervises and regulates the FHLBanks and the FHLBanks’ Office of Finance.

The Office of Finance is a joint office of the FHLBanks that facilitates the issuance and servicing of the debt instruments (consolidated obligations) of the FHLBanks and prepares the combined quarterly and annual financial reports of the FHLBanks.

The primary source of funds for the FHLBanks is the proceeds from the sale to the public of the FHLBanks’ consolidated obligations through the Office of Finance using authorized securities dealers. As provided by the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act), or regulations governing the operations of the FHLBanks, all the FHLBanks have joint and several liability for all FHLBank consolidated obligations. Other funds are provided by deposits, other borrowings, and the issuance of capital stock to members. The Bank primarily uses these funds to provide advances to members.

Note 1 — Summary of Significant Accounting Policies

Use of Estimates. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make a number of judgments, estimates, and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of income, expenses, gains, and losses during the reporting period. The most significant of these estimates include:

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

• accounting for derivatives;

• estimating fair values of investments classified as trading and available-for-sale (AFS), derivatives and associated hedged items carried at fair value in accordance with the accounting for derivative instruments and associated hedging activities, and financial instruments carried at fair value under the fair value option;

and

• estimating the prepayment speeds on mortgage-backed securities (MBS) and mortgage loans for the accounting of amortization of premiums and accretion of discounts and other-than-temporary impairment (OTTI) on MBS and mortgage loans.

Actual results could differ significantly from these estimates.

Estimated Fair Values. Many of the Bank’s financial instruments lack an available liquid trading market as characterized by frequent exchange transactions between a willing buyer and willing seller. Therefore, the Bank uses financial models employing significant assumptions and present value calculations for the purpose of determining estimated fair values. Thus, the fair values may not represent the actual values of the financial instruments that could have been realized as of yearend or that will be realized in the future.

Fair values for certain financial instruments are based on quoted prices, market rates, or replacement rates for similar financial instruments as of the last business day of the year. The estimated fair values of the Bank’s financial instruments and related assumptions are detailed in Note 19 – Fair Value.

Securities Purchased under Agreements to Resell. These investments provide short-term liquidity and are carried at cost. The Bank treats securities purchased under agreements to resell as collateralized financing arrangements because they effectively represent short-term loans to counterparties that are considered by the Bank to be of investment quality, which are classified as assets in the Statements of Condition. Securities purchased under agreements to resell are held in safekeeping in the name of the Bank by third-party custodians approved by the Bank. In accordance with the terms of these loans, if the market value of the underlying securities decreases below the market value required as collateral, the counterparty must place an equivalent amount of additional securities as collateral or remit an equivalent amount of cash. If an agreement to resell is deemed to be impaired, the difference between the fair value of the collateral and the amortized cost of the agreement is charged to earnings.

Federal Funds Sold. These investments provide short-term liquidity and are carried at cost. The Bank invests in Federal funds sold with counterparties that are considered by the Bank to be of investment quality.

Interest-bearing Deposits. This investment provides short-term liquidity and is carried at cost. Interest-bearing deposits include interest-bearing deposits in banks not meeting the definition of a security. Interest income on interest-bearing deposits is accrued as earned and recorded in interest income on the Statements of Income.

Investment Securities. The Bank classifies investments as trading, available-for-sale (AFS), or held-to-maturity (HTM) at the date of acquisition. Purchases and sales of securities are recorded on a trade date basis.

The Bank classifies certain investments as trading. These securities are held for liquidity purposes and carried at fair value with changes in the fair value of these investments recorded in other income. The Bank does not participate in speculative trading practices and holds these investments indefinitely as the Bank periodically evaluates its liquidity needs.

The Bank classifies certain securities as AFS and carries these securities at their fair value. Unrealized gains and losses on these securities are recognized in accumulated other comprehensive income (AOCI).

HTM securities are carried at cost, adjusted for periodic principal repayments; amortization of premiums and accretion of discounts; and previous OTTI recognized in net income and AOCI. The Bank classifies these investments as HTM securities because the Bank has the positive intent and ability to hold these securities until maturity.

91

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Certain changes in circumstances may cause the Bank to change its intent to hold a certain security to maturity without calling into question its intent to hold other debt securities to maturity in the future. Thus, the sale or transfer of an HTM security because of certain changes in circumstances, such as evidence of significant deterioration in the issuer's creditworthiness or changes in regulatory requirements, is not considered to be inconsistent with its original classification. Other events that are isolated, nonrecurring, and unusual for the Bank that could not have been reasonably anticipated may cause the Bank to sell or transfer an HTM security without necessarily calling into question its intent to hold other debt securities to maturity. In addition, sales of debt securities that meet either of the following two conditions may be considered as maturities for purposes of the classification of securities: (i) the sale occurs near enough to its maturity date (or call date if exercise of the call is probable) that interest rate risk is substantially eliminated as a pricing factor and changes in market interest rates would not have a significant effect on the security's fair value, or (ii) the sale occurs after the Bank has already collected a substantial portion (at least 85%) of the principal outstanding at acquisition because of prepayments on the debt security or scheduled payments on a debt security payable in equal installments (both principal and interest) over its term.

The Bank calculates the amortization of purchase premiums and accretion of purchase discounts on investments using the level-yield method on a retrospective basis over the estimated life of the securities. This method requires a retrospective adjustment of the effective yield each time the Bank changes the estimated life as if the new estimate had been known since the original acquisition date of the securities. The Bank uses nationally recognized, market-based, third-party prepayment models to project estimated lives.

On a quarterly basis, the Bank evaluates its individual AFS and HTM investment securities in an unrealized loss position for OTTI. A security is considered impaired when its fair value is less than its amortized cost basis. For impaired debt securities, an entity is required to assess whether: (i) it has the intent to sell the debt security; (ii) it is more likely than not that it will be required to sell the debt security before its anticipated recovery of the remaining amortized cost basis of the security; or (iii) it does not expect to recover the entire amortized cost basis of the impaired debt security. If any of these conditions is met, an OTTI on the security must be recognized.

With respect to any debt security, a credit loss is defined as the amount by which the amortized cost basis exceeds the present value of the cash flows expected to be collected. If a credit loss exists but the entity does not intend to sell the debt security and it is not more likely than not that the entity will be required to sell the debt security before the anticipated recovery of its remaining amortized cost basis (the amortized cost basis less any current-period credit loss), the carrying value of the debt security is adjusted to its fair value. However, instead of recognizing the entire difference between the amortized cost basis and fair value in earnings, only the amount of the impairment representing the credit loss is recognized in earnings, while the amount of non-credit-related impairment is recognized in AOCI. The total OTTI is presented in the Statements of Income with an offset for the amount of the total OTTI that is recognized in AOCI. This presentation provides additional information about the amounts that the entity does not expect to collect related to a debt security. The credit loss on a debt security is limited to the amount of that security's unrealized losses.

For subsequent accounting of other-than-temporarily impaired securities, if the present value of cash flows expected to be collected is less than the amortized cost basis, the Bank records an additional OTTI. The amount of total OTTI for a security that was previously impaired is calculated as the difference between its amortized cost less the amount of OTTI recognized in AOCI prior to the determination of OTTI and its fair value. For an other-than-temporarily impaired security that was previously impaired and has subsequently incurred an additional OTTI related to credit loss (limited to that security's unrealized losses), this additional credit-related OTTI, up to the amount in AOCI, would be reclassified out of non-credit-related OTTI in AOCI and charged to earnings. Any credit loss in excess of the related AOCI is charged to earnings.

Subsequent related increases and decreases (if not an OTTI) in the fair value of AFS securities will be netted against the non-credit component of OTTI previously recognized in AOCI.

92

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

For securities classified as HTM, the OTTI recognized in AOCI is accreted to the carrying value of each security on a prospective basis, based on the amount and timing of future estimated cash flows (with no effect on earnings unless the security is subsequently sold or there are additional decreases in cash flows expected to be collected). For securities classified as AFS, the Bank does not accrete the OTTI recognized in AOCI to the carrying value because the subsequent measurement basis for these securities is fair value.

For securities previously identified as other-than-temporarily impaired, the Bank updates its estimate of future estimated cash flows on a regular basis. If there is no additional impairment on the security, any improvement in expected cash flows is accreted into interest income in the Statements of Income.

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

The net exposure for these financial instruments can change on a daily basis; therefore, there may be a delay between the time this exposure change is identified and additional collateral is requested, and the time this collateral is received or pledged. Likewise, there may be a delay for excess collateral to be returned. For derivative instruments that meet the netting requirements, any excess cash collateral received or pledged is recognized as a derivative liability or derivative asset. Additional information regarding these agreements is provided in Note 18 – Derivatives and Hedging Activities. Based on the fair value of the related collateral held, the securities purchased under agreements to resell were fully collateralized for the periods presented.

Variable Interest Entities. The Bank’s investments in variable interest entities (VIEs) are limited to private-label residential mortgage-backed securities (PLRMBS). On an ongoing basis, the Bank performs a quarterly evaluation to determine whether it is the primary beneficiary in any VIE. The Bank evaluated its investments in VIEs as of December 31, 2019, to determine whether it is a primary beneficiary of any of these investments. The primary beneficiary is required to consolidate a VIE. The Bank determined that consolidation accounting is not required because the Bank is not the primary beneficiary of these VIEs for the periods presented. The Bank does not have the power to significantly affect the economic performance of any of these investments because it does not act as a key decision maker nor does it have the unilateral ability to replace a key decision maker. In addition, the Bank does not design, sponsor, transfer, service, or provide credit or liquidity support in any of its investments in VIEs. The Bank’s maximum loss exposure for these investments is limited to the carrying value.

Advances. The Bank reports advances (loans to members, former members or their successors, or housing associates) either at amortized cost or at fair value when the fair value option is elected. Advances carried at amortized cost are reported net of premiums, discounts (including discounts related to the Affordable Housing Program), and hedging adjustments. The Bank amortizes premiums and accretes discounts and recognizes hedging adjustments resulting from the discontinuation of a hedging relationship to interest income using a level-yield methodology. Interest on advances is credited to income as earned. For advances carried at fair value, the Bank recognizes contractual interest in interest income.

Advance Modifications. In cases in which the Bank funds an advance concurrent with or within a short period of time before or after the prepayment of a previous advance to the same member, the Bank evaluates whether the subsequent advance meets the accounting criteria to qualify as a modification of an existing advance or whether it constitutes a new advance. The Bank compares the present value of the cash flows on the subsequent advance to the present value of the cash flows remaining on the previous advance. If there is at least a 10% difference in the present value of the cash flows or if the Bank concludes that the difference between the advances is more than minor based on a qualitative assessment of the modifications made to the previous advance's contractual terms, then

93

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

the subsequent advance is accounted for as a new advance. In all other instances, the subsequent advance is accounted for as a modification.

Prepayment Fees. When a borrower prepays certain advances prior to the original maturity, the Bank may charge the borrower a prepayment fee. For certain advances with full or partial prepayment symmetry, the Bank may charge the borrower a prepayment fee or pay the borrower a prepayment credit, depending on certain circumstances, such as movements in interest rates, when the advance is prepaid.

For prepaid advances that are hedged and meet the hedge accounting requirements, the Bank terminates the hedging relationship upon prepayment and records the associated fair value gains and losses, adjusted for the prepayment fees, in interest income. If a new advance represents a modification of an original hedged advance, the fair value gains or losses on the advance and the prepayment fees are included in the carrying amount of the modified advance, and gains or losses and prepayment fees are amortized in interest income over the life of the modified advance using the level-yield method. If the modified advance is also hedged and the hedge meets the hedge accounting requirements, the modified advance is marked to fair value after the modification, and subsequent fair value changes are recorded in interest income on advances effective January 1, 2019. Prior to January 1, 2019, subsequent fair value changes were recorded in other income. If the prepayment represents an extinguishment of the original hedged advance, the prepayment fee and any fair value gain or loss are immediately recognized in interest income.

For prepaid advances that are not hedged or that are hedged but do not meet the hedge accounting requirements, the Bank records prepayment fees in interest income unless the Bank determines that the new advance represents a modification of the original advance. If the new advance represents a modification of the original advance, the prepayment fee on the original advance is deferred, recorded in the basis of the modified advance, and amortized over the life of the modified advance using the level-yield method. This amortization is recorded in interest income.

Mortgage Loans Held in Portfolio. Under the Mortgage Partnership Finance® (MPF®) Program, the Bank may purchase from members, for its own portfolio, conventional conforming fixed rate residential mortgage loans under the MPF Original product and mortgage loans insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs from its participating members under the MPF Government product. (“Mortgage Partnership Finance” and “MPF” are registered trademarks of the FHLBank of Chicago.) Participating members originate or purchase the mortgage loans, credit-enhance them and sell them to the Bank, and generally retain the servicing of the loans. The Bank manages the interest rate risk, prepayment risk, and liquidity risk of each loan in its portfolio. The Bank and the participating financial institution (either the original participating member that sold the loans to the Bank or a successor to that member) share in the credit risk of the loans by structuring potential losses on conventional MPF loans into layers with respect to each master commitment. After any primary mortgage insurance, the Bank is obligated to incur the first layer or portion of credit losses not absorbed by the liquidation value of the real property securing the loan. Under the MPF Program, the participating financial institution’s credit enhancement protection consists of the credit enhancement amount, which may be a direct obligation of the participating financial institution or may be a supplemental mortgage insurance (SMI) policy paid for by the participating financial institution, and may include a contingent performance-based credit enhancement fee payable to the participating financial institution. The participating financial institution is required to pledge collateral to secure any portion of its credit enhancement amount that is a direct obligation. The amount of the credit enhancement is calculated so that any Bank credit losses (excluding special hazard losses) in excess of the first loss account are limited to those that would be expected from an equivalent investment with a long-term credit rating of AA for loans purchased prior to April 2017 and BBB for loans purchased thereafter, as determined by the MPF Program methodology.

In addition, the Bank may facilitate the purchase of conforming fixed rate mortgage loans from members for concurrent sale to Fannie Mae under the MPF Xtra® product; of jumbo fixed rate mortgage loans for concurrent sale to Redwood Residential Acquisition Corporation, a subsidiary of Redwood Trust, Inc., a real estate investment trust, under the MPF Direct product; and of government-insured or government-guaranteed mortgage loans that will

94

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

be packaged into securities backed by the mortgage loans and guaranteed by Ginnie Mae under the MPF Government MBS product. When members sell mortgage loans under the MPF Xtra, MPF Direct, and MPF Government MBS products, the loans are sold to a third-party investor and are not recorded on the Bank’s Statements of Condition. (“MPF Xtra” is a registered trademark of the FHLBank of Chicago.)

For taking on the credit enhancement obligation, the Bank pays the participating financial institution or any successor a credit enhancement fee, typically 10 basis points per annum, which is calculated on the remaining unpaid principal balance of the mortgage loans. Depending on the specific MPF product, all or a portion of the credit enhancement fee is typically paid monthly beginning with the month after each delivery of loans. The MPF Original product provides participating financial institutions the option to receive credit enhancement fees monthly over the life of the loans or as an upfront lump sum amount that is included in the purchase price at the time loans are sold to the Bank. The lump sum amount is approximately equivalent to the present value of the monthly credit enhancement fees that the Bank would otherwise be expected to pay over the life of the loans. The MPF Plus product provides for a performance-based credit enhancement fee, which accrues monthly, beginning with the month after each delivery of loans, and is paid to the participating financial institution beginning 12 months later. The performance-based credit enhancement fee will be reduced by an amount equivalent to loan losses up to the amount of the first loss account established for each master commitment. The participating financial institutions obtain SMI to cover their credit enhancement obligations under this product. If the SMI provider's claims-paying ability rating falls below a specified level, the participating financial institution has six months to either replace the SMI policy or assume the credit enhancement obligation and fully collateralize the obligation; otherwise the Bank may choose not to pay the participating financial institution its performance-based credit enhancement fee.

The Bank classifies mortgage loans as held for investment and, accordingly, reports them at their principal amount outstanding net of unamortized premiums, unamortized credit enhancement fees paid as a lump sum at the time loans are purchased, discounts, and unrealized gains and losses from loans initially classified as mortgage loan commitments. The Bank defers and amortizes these amounts as interest income using the level-yield method on a retrospective basis over the estimated life of the related mortgage loan. Actual prepayment experience and estimates of future principal prepayments are used in calculating the estimated life of the mortgage loans. The Bank aggregates the mortgage loans by similar characteristics (type, maturity, note rate, and acquisition date) in determining prepayment estimates. A retrospective adjustment is required each time the Bank changes the estimated amounts as if the new estimate had been known since the original acquisition date of the assets. The Bank uses nationally recognized, market-based, third-party prepayment models to project estimated lives.

The Bank records credit enhancement fees as a reduction to interest income. The Bank reduced net interest income for credit enhancement fees totaling $1 in 2019, $1 in 2018, and $1 in 2017.

Allowance for Credit Losses. An allowance for credit losses is a valuation allowance separately established for each identified portfolio segment, if it is probable that impairment has occurred in the Bank’s portfolio as of the Statements of Condition date and the amount of loss can be reasonably estimated. To the extent necessary, an allowance for credit losses for off-balance sheet credit exposures is recorded as a liability.

Portfolio Segments. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. The Bank has developed and documented a systematic methodology for determining an allowance for credit losses for each applicable portfolio segment.

See Note 10 – Allowance for Credit Losses for more information.

Collateral-Dependent Loans. A mortgage loan is considered to be impaired when it is reported 90 days or more past due (nonaccrual) or when it is probable, based on current information and events, that the Bank will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage loan agreement.

95

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Loans that are on nonaccrual status and that are considered collateral-dependent are measured for impairment based on the fair value of the underlying property less estimated selling costs. Loans are considered collateral-dependent if repayment is expected to be provided solely by the sale of the underlying property; that is, if it is considered likely that the borrower will default and there is no credit enhancement to offset losses under the master commitment, or the collectability or availability of credit enhancement is deemed to be uncertain. Collateral-dependent loans are impaired if the fair value of the underlying collateral less estimated selling costs is insufficient to recover the unpaid principal balance on the loan. Interest income on impaired loans is recognized in the same manner as interest income on nonaccrual loans, as noted below.

The Bank places a mortgage loan on nonaccrual status when the collection of the contractual principal or interest from the participating financial institution is reported 90 days or more past due or when the loan is in foreclosure. When a mortgage loan is placed on nonaccrual status, accrued but uncollected interest is reversed against interest income. The Bank records cash payments received on nonaccrual loans first as interest income and then as a reduction of principal as specified in the contractual agreement, unless the collection of the remaining principal amount due is considered doubtful. If the collection of the remaining principal amount due is considered doubtful, then cash payments received would be applied first solely to principal until the remaining principal amount due is expected to be collected and then as a recovery of any charge-off, if applicable, followed by recording interest income. A loan on non-accrual status may be restored to accrual when (1) none of its contractual principal and interest is due and unpaid, and the Bank expects repayment of the remaining contractual interest and principal, or (2) it otherwise becomes well secured and in the process of collection. For any mortgage loans that are more than 180 days past due and that have any outstanding balance in excess of the fair value of the property, less cost to sell, this excess is charged off as a loss by the end of the month in which the applicable time period elapses. Likewise, when a borrower is in bankruptcy, loans are written down to the fair value of the collateral, less cost to sell, in general within 60 days of receipt of the notification of filing from the bankruptcy court, unless it can be clearly demonstrated and documented that repayment is likely to occur.

Other Fees. Letter of credit fees are recorded as other income over the term of the letter of credit.

Derivatives and Hedging Activities. All derivatives are recognized on the Statements of Condition at their fair values and are reported as either derivative assets or derivative liabilities, net of cash collateral, and accrued interest received from or pledged to clearing agents or counterparties. The fair values of derivatives are netted by clearing agent or counterparty when the netting requirements have been met. If these netted amounts are positive, they are classified as an asset, and if negative, they are classified as a liability. Cash flows associated with derivatives are reflected as cash flows from operating activities in the Statements of Cash Flows unless the derivative meets the criteria to be a financing derivative.

The Bank uses London Clearing House (LCH) Ltd for all cleared derivative transactions. The rulebook of LCH Ltd characterizes variation margin as daily settlement payments, and initial margin is considered cash collateral.

Each derivative is designated as one of the following:

(1) a qualifying hedge of the change in fair value of (i) a recognized asset or liability or (ii) an unrecognized firm commitment (a fair value hedge); or

(2) a non-qualifying hedge of an asset or liability for asset-liability management purposes or of certain advances and consolidated obligation bonds for which the Bank elected the fair value option (an economic hedge).

If hedging relationships meet certain criteria, including but not limited to formal documentation of the hedging relationship and an expectation to be hedge effective, they are eligible for hedge accounting, and the offsetting changes in fair value of the hedged items attributable to the hedged risk may be recorded in earnings. The application of hedge accounting generally requires the Bank to evaluate the effectiveness of the hedging relationships at inception and on an ongoing basis and to calculate the changes in fair value of the derivatives and the related hedged items independently. This is known as the “long-haul” method of hedge accounting. Transactions

96

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

that meet certain criteria qualify for the “short-cut” method of hedge accounting, in which an assumption can be made that the change in the fair value of a hedged item, because of changes in the benchmark rate, exactly offsets the change in the value of the related derivative. Under the shortcut method, the entire change in fair value of the interest rate swap is considered to be effective at achieving offsetting changes in fair values of the hedged asset or liability.

Derivatives are typically executed at the same time as the hedged item, and the Bank designates the hedged item in a qualifying hedge relationship as of the trade date. In many hedging relationships, the Bank may designate the hedging relationship upon its commitment to disburse an advance or trade a consolidated obligation in which settlement occurs within the shortest period of time possible for the type of instrument based on market settlement conventions. The Bank records the changes in the fair value of the derivatives and the hedged item beginning on the trade date.

Beginning January 1, 2019, the Bank prospectively adopted new hedge accounting guidance, which, among other things, affected the presentation of gains and losses on derivatives and hedging activities for qualifying hedges. Upon adoption, changes in the fair value of a derivative that is designated as a fair value hedge, along with changes in the fair value of the hedged asset or liability (hedged item) that are attributable to the hedged risk (including changes that reflect gains or losses on firm commitments), are recorded in net interest income in the same line as the earnings effect of the hedged item. Net gains and losses on derivatives and hedging activities for qualifying hedges recorded in net interest income include unrealized and realized gains and losses, which include net interest settlements. For AFS securities that have been hedged and qualify as a fair value hedge, the Bank records the portion of the change in the fair value of the investment related to the risk being hedged in interest income together with the related change in the fair value of the derivative, and records the remainder of the change in the fair value of the investment in Accumulated Other Comprehensive Income (AOCI) as “Net unrealized gain/(loss) on AFS securities.” The hedge accounting guidance also permits hedging of the benchmark risk component of cash flows in a fair value hedge. The Bank modified the risk of prospective fair value hedges from the contractual coupon interest rate to the benchmark rate component, improving hedge effectiveness.

Prior to January 1, 2019, for fair value hedges, any hedge ineffectiveness (which represented the amount by which the change in the fair value of the derivative differed from the change in the fair value of the hedged item) was recorded in other income as “Net gain/(loss) on derivatives and hedging activities.” For AFS securities that were hedged and qualified as a fair value hedge, the Bank recorded the portion of the change in the fair value of the investment related to the risk being hedged in other income as “Net gain/(loss) on derivatives and hedging activities” together with the related change in the fair value of the derivative, and recorded the remainder of the change in the fair value of the investment in AOCI as “Net unrealized gain/(loss) on AFS securities.”

Changes in the fair value of a derivative designated as an economic hedge are recorded in current period earnings with no fair value adjustment to an asset or liability. An economic hedge is defined as a derivative hedging certain advances and consolidated obligation bonds for which the Bank elected the fair value option, or hedging specific or non-specific underlying assets, liabilities, or firm commitments, that does not qualify or was not designated for fair value hedge accounting, but is an acceptable hedging strategy under the Bank's risk management program. These economic hedging strategies also comply with Finance Agency regulatory requirements prohibiting speculative hedge transactions. An economic hedge introduces the potential for earnings variability caused by the changes in fair value of the derivatives that are recorded in the Bank's income but are not offset by corresponding changes in the value of the economically hedged assets, liabilities, or firm commitments. Changes in the fair value of these non-qualifying hedges are recorded in other income as “Net gain/(loss) on derivatives and hedging activities.” In addition, the net settlements associated with these non-qualifying hedges are recorded in other income as “Net gain/(loss) on derivatives and hedging activities.” Cash flows associated with these stand-alone derivatives are reflected as cash flows from operating activities in the Statements of Cash Flows unless the derivative meets the criteria to be designated as a financing derivative.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The net settlements of interest receivables and payables on derivatives designated as fair value hedges are recognized as adjustments to the interest income or interest expense of the designated underlying hedged item. The net settlements of interest receivables and payables on intermediated derivatives for members and other economic hedges are recognized in other income as “Net gain/(loss) on derivatives and hedging activities.”

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

When hedge accounting is discontinued, the Bank either terminates the derivative or continues to carry the derivative on the Statements of Condition at its fair value, ceases to adjust the hedged asset or liability for changes in fair value, and amortizes the cumulative basis adjustment on the hedged item into earnings over the remaining life of the hedged item using a level-yield methodology.

When hedge accounting is discontinued because the hedged item no longer meets the definition of a firm commitment, the Bank continues to carry the derivative on the Statements of Condition at its fair value, removing from the Statements of Condition any asset or liability that was recorded to recognize the firm commitment and recording it as a gain or loss in current period earnings.

The Bank may be the primary obligor on consolidated obligations and may make advances in which derivative instruments are embedded. Upon execution of these transactions, the Bank assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the advance or debt (the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that: (i) the embedded derivative has economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value, and designated as a stand-alone derivative instrument equivalent to an economic hedge. However, the entire contract is carried on the Statements of Condition at fair value and no portion of the contract is designated as a hedging instrument if the entire contract (the host contract and the embedded derivative) is to be measured at fair value, with changes in fair value reported in current period earnings (such as an investment security classified as trading, as well as hybrid financial instruments that are eligible for the fair value option), or if the Bank cannot reliably identify and measure the embedded derivative for purposes of separating the derivative from its host contract.

Premises, Software, and Equipment. Premises, software, and equipment are included in Other Assets on the Statement of Condition. The Bank records premises, software, and equipment at cost less accumulated depreciation and amortization. At December 31, 2019 and 2018, premises, software, and equipment were $44 and $17, respectively, which was net of accumulated depreciation and amortization of $69 and $82, respectively. Improvements and major renewals are capitalized; ordinary maintenance and repairs are expensed as incurred. Depreciation is computed on the straight-line method over the estimated useful lives of assets ranging from 3 to 10 years, and leasehold improvements are amortized on the straight-line method over the estimated useful life of the improvement or the remaining term of the lease, whichever is shorter. Depreciation and amortization expense was $9 for 2019, $13 for 2018, and $16 for 2017.

Consolidated Obligations. Consolidated obligations are recorded at amortized cost unless the Bank has elected the fair value option, in which case the consolidated obligations are carried at fair value.

98

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Concessions on Consolidated Obligations. Concessions are paid to dealers in connection with the issuance of consolidated obligations for which the Bank is the primary obligor. The amount of the concession is allocated to the Bank by the Office of Finance based on the percentage of the debt issued for which the Bank is the primary obligor. Concessions paid on consolidated obligations designated under the fair value option are expensed as incurred in non-interest expense. Concessions paid on consolidated obligations not designated under the fair value option are deferred and amortized to expense using the level-yield method over the remaining contractual life or on a retrospective basis over the estimated life of the consolidated obligations. Amortization of concessions is included in consolidated obligation interest expense and totaled $11, $6, and $6, in 2019, 2018, and 2017, respectively.

Discounts and Premiums on Consolidated Obligations. The discounts on consolidated obligation discount notes for which the Bank is the primary obligor are amortized to expense using the level-yield method over the term to maturity. The discounts and premiums on consolidated obligation bonds for which the Bank is the primary obligor are amortized to expense using the level-yield method over the remaining contractual life or on a retrospective basis over the estimated life of the consolidated obligation bonds.

Mandatorily Redeemable Capital Stock. The Bank reclassifies the capital stock subject to redemption from capital to a liability after a member provides the Bank with a written notice of redemption; gives notice of intention to withdraw from membership; or attains nonmember status by merger or acquisition, charter termination, or other involuntary membership termination; or after a receiver or other liquidating agent for a member transfers the member's Bank capital stock to a nonmember entity, resulting in the member's shares then meeting the definition of a mandatorily redeemable financial instrument. Shares meeting this definition are reclassified to a liability at fair value. Dividends declared on shares classified as a liability are accrued at the expected dividend rate and reflected as interest expense in the Statements of Income. The repayment of these mandatorily redeemable financial instruments (by repurchase or redemption of the shares) is reflected as a financing cash outflow in the Statements of Cash Flows once settled. See Note 15 – Capital for more information.

If a member cancels its written notice of redemption or notice of withdrawal or if the Bank allows the transfer of mandatorily redeemable capital stock to a member, the Bank reclassifies mandatorily redeemable capital stock from a liability to capital. After the reclassification, dividends on the capital stock are no longer classified as interest expense.

Finance Agency Expenses. The FHLBanks fund a portion of the costs of operating the Finance Agency, and each FHLBank is assessed a proportionate share of those costs. The Finance Agency allocates its expenses and working capital fund among the FHLBanks based on the ratio between each FHLBank's minimum required regulatory capital and the aggregate minimum required regulatory capital of all the FHLBanks.

Office of Finance Expenses. Each FHLBank is assessed a proportionate share of the cost of operating the Office of Finance, which facilitates the issuance and servicing of consolidated obligations. The Office of Finance allocates its operating and capital expenditures among the FHLBanks as follows: (1) two-thirds of the assessment is based on each FHLBank’s share of total consolidated obligations outstanding, and (2) one-third of the assessment is based on an equal pro rata allocation.

Affordable Housing Program. As more fully discussed in Note 13 – Affordable Housing Program, the FHLBank Act requires each FHLBank to establish and fund an Affordable Housing Program (AHP). The Bank charges the required funding for the AHP to earnings and establishes a liability. The AHP funds provide subsidies to members to assist in the purchase, construction, or rehabilitation of housing for very low-, low-, and moderate-income households. Subsidies may be in the form of direct grants or below-market interest rate advances.

Gains on Litigation Settlements, Net. Litigation settlement gains, net of related legal expenses, are recorded in Other Income/(Loss) in “Gains on litigation settlements, net” in the Statements of Income. A litigation settlement gain is considered realized and recorded when the Bank receives cash or assets that are readily convertible to known amounts of cash or claims to cash. In addition, a litigation settlement gain is considered realizable and recorded

99

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

when the Bank enters into a signed agreement that is not subject to appeal, where the counterparty has the ability to pay, and the amount to be received can be reasonably estimated. Prior to being realized or realizable, the Bank considers potential litigation settlement gains to be gain contingencies, and therefore they are not recorded in the Statements of Income. The related legal expenses are contingent-based fees and are only incurred and recorded upon a litigation settlement gain.

Reclassifications of Prior Period Amounts Related to Presentation of Purchases and Proceeds of Securities on the Statements of Cash Flows. The Bank retrospectively reclassified cash flow amounts in prior periods to reflect short-term investment securities purchases and proceeds on a gross, rather than net, basis. The reclassifications made to prior periods to present gross cash flows did not have a material impact on the Statements of Cash Flows.

Note 2 — Recently Issued and Adopted Accounting Guidance

The following table provides a summary of recently issued accounting standards which may have an effect on the financial statements.

Accounting Standards Update (ASU)	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15)	This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).	This guidance became effective for the Bank for the interim and annual periods beginning on January 1, 2020.	The guidance was adopted as of January 1, 2020. The adoption of this guidance did not have any effect on the Bank’s financial condition, results of operations, or cash flows.
Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14)	This guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans to improve disclosure effectiveness.	This guidance becomes effective for the Bank for the annual period ended December 31, 2020, and the annual periods thereafter. Early adoption is permitted.	The Bank does not intend to adopt this guidance early. The adoption of this guidance may affect the Bank’s disclosures but will not have any effect on the Bank’s financial condition, results of operations, or cash flows.
Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13)	This guidance modifies the disclosure requirements for fair value measurements to improve disclosure effectiveness.	This guidance became effective for the Bank for the interim and annual periods beginning on January 1, 2020.	The guidance was adopted as of January 1, 2020. The adoption of this guidance will affect the Bank’s disclosures but did not have any effect on the Bank’s financial condition, results of operations, or cash flows.

100

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Accounting Standards Update (ASU)	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Measurement of Credit Losses on Financial Instruments, as amended (ASU 2016-13)	The guidance replaces the current incurred loss impairment model and requires entities to measure expected credit losses based on consideration of a broad range of relevant information, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance also requires, among other things, credit losses relating to AFS securities to be recorded through an allowance for credit losses and expands disclosure requirements.	This guidance became effective for the Bank for the interim and annual periods beginning on January 1, 2020.	This guidance was adopted using a modified retrospective basis as of January 1, 2020. Upon adoption, this guidance had no effect on advances or U.S. obligations and Government-Sponsored Enterprises (GSEs) investments. The adoption of this guidance had an immaterial effect on the remaining investment portfolio given the specific terms, issuer guarantees, and collateralized/securitized nature of these instruments, on mortgage loans, and on the Bank’s financial condition, results of operations, or cash flows.
Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12)	This guidance amends the accounting for derivatives and hedging activities to better portray the economic results of an entity’s risk management activities in its financial statements. In October 2018, the Financial Accounting Standards Board (FASB) issued amendments to the guidance that permit the use of the overnight index swap rate based on the Secured Overnight Financing Rate (SOFR) as an eligible U.S. benchmark interest rate for hedge accounting purposes to facilitate the London Interbank Offered Rate (LIBOR) to SOFR transition.	This guidance became effective for the Bank for the interim and annual periods beginning on January 1, 2019.	The guidance was adopted as of January 1, 2019. Upon adoption, the Bank modified the presentation of fair value hedge results on the Bank’s Statements of Income, as well as relevant disclosures, prospectively. However, the adoption of this guidance did not have a material effect on the Bank’s financial condition, results of operations, or cash flows.
Premium Amortization on Purchased Callable Debt Securities (ASU 2017-08)	This guidance shortens the amortization period for certain purchased callable debt securities held at a premium to be amortized to the earliest call date rather than contractual maturity. This guidance does not require an accounting change for securities held at a discount, which continue to be amortized to their contractual maturity.	This guidance became effective for the Bank for the interim and annual periods beginning on January 1, 2019.	This guidance was adopted using a modified retrospective basis as of January 1, 2019. The adoption of this guidance did not have any effect on the Bank’s financial condition, results of operations, or cash flows.

101

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Accounting Standards Update (ASU)	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Leases, as amended (ASU 2016-02)	This guidance amends the accounting for lease arrangements. In particular, it requires a lessee of operating and financing leases to recognize a right-of-use asset and a lease liability for leases on the Statements of Condition. In July 2018, the FASB issued amendments that, among other things, provide entities with an additional transition method to adopt this guidance. The Bank elected to adopt these amendments.	This guidance became effective for the Bank for the interim and annual periods beginning on January 1, 2019.	The guidance was adopted using a modified retrospective basis as of January 1, 2019. Upon adoption, the Bank recognized right-of-use assets and lease liabilities on its existing leases on the Statements of Condition. However, the adoption of this guidance did not have a material effect on the Bank’s financial condition, results of operations, or cash flows.

Note 3 — Cash and Due from Banks

Cash on hand, cash items in the process of collection, and amounts due from correspondent banks and the Federal Reserve Bank are included in Cash and due from banks on the Statements of Condition.

Cash and due from banks includes certain compensating balances, where the Bank maintains collected cash balances with commercial banks in consideration for certain services. There are no legal restrictions under these agreements on the withdrawal of these funds. The average collected cash balances were approximately $20 for 2019 and $23 for 2018.

Note 4 — Trading Securities

The estimated fair value of trading securities as of December 31, 2019 and 2018, was as follows:

	2019		2018
U.S. obligations – Treasury securities	$	1,762	$	—
GSEs – Federal Farm Credit Bank (FFCB) bonds	—		656
MBS – Other U.S. obligations – Ginnie Mae	4		5
Total	$	1,766	$	661

The net unrealized gain/(loss) on trading securities was $(2), $(2), and de minimis, for the years ended December 31, 2019, 2018, and 2017, respectively. These amounts represent the changes in the fair value of the securities during the reported periods.

102

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 5 — Available-for-Sale Securities

AFS securities by major security type as of December 31, 2019 and 2018, were as follows:

December 31, 2019
	Amortized Cost(1)		OTTI Recognized in AOCI			Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. obligations – Treasury securities	$	5,281	$	—		$	7	$	—		$	5,288
MBS:
GSEs – multifamily:
Freddie Mac	773		—			4		—			777
Fannie Mae	6,823		—			23		(13		)	6,833
Subtotal – GSEs – multifamily	7,596		—			27		(13		)	7,610
PLRMBS:
Prime	213		—			17		—			230
Alt-A	2,116		(9		)	260		—			2,367
Subtotal PLRMBS	2,329		(9		)	277		—			2,597
Total MBS	9,925		(9		)	304		(13		)	10,207
Total	$	15,206	$	(9	)	$	311	$	(13	)	$	15,495

December 31, 2018
	Amortized Cost(1)		OTTI Recognized in AOCI			Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
MBS – GSEs – multifamily:
Freddie Mac	$	409	$	—		$	—	$	(2	)	$	407
Fannie Mae	3,397		—			—		(30		)	3,367
Subtotal MBS – GSEs – multifamily	3,806		—			—		(32		)	3,774
PLRMBS:
Prime	267		—			21		—			288
Alt-A	2,603		(20		)	288		(2		)	2,869
Subtotal PLRMBS	2,870		(20		)	309		(2		)	3,157
Total	$	6,676	$	(20	)	$	309	$	(34	)	$	6,931

(1) Amortized cost includes unpaid principal balance, unamortized premiums and discounts, previous OTTI recognized in earnings, and valuation adjustments for hedging activities.

At December 31, 2019, the amortized cost of the Bank’s MBS classified as AFS included premiums of $65, discounts of $52, and credit-related OTTI of $574. At December 31, 2018, the amortized cost of the Bank’s MBS classified as AFS included premiums of $19, discounts of $53, and credit-related OTTI of $690.

The following tables summarize the AFS securities with unrealized losses as of December 31, 2019 and 2018. The unrealized losses are aggregated by major security type and the length of time that individual securities have been in a continuous unrealized loss position. Total unrealized losses in the following table will not agree to total gross unrealized losses in the table above. The unrealized losses in the following table also include non-credit-related OTTI losses recognized in AOCI. For OTTI analysis of AFS securities and for information on AFS securities in unrealized loss positions that are not considered to be other-than-temporarily impaired, see Note 7 – Other-Than-Temporary Impairment Analysis.

103

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

December 31, 2019
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
MBS – GSEs – multifamily:
Freddie Mac	$	211	$	—	$	—	$	—	$	211	$	—
Fannie Mae	2,433		9		623		4		3,056		13
Subtotal MBS – GSEs – multifamily	2,644		9		623		4		3,267		13
PLRMBS:
Prime	4		—		8		—		12		—
Alt-A	75		—		193		9		268		9
Subtotal PLRMBS	79		—		201		9		280		9
Total	$	2,723	$	9	$	824	$	13	$	3,547	$	22

December 31, 2018
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
MBS – GSEs – multifamily:
Freddie Mac	$	382	$	2	$	—	$	—	$	382	$	2
Fannie Mae	3,211		30		—		—		3,211		30
Subtotal MBS – GSEs – multifamily	3,593		32		—		—		3,593		32
PLRMBS:
Prime	6		—		8		—		14		—
Alt-A	204		3		343		19		547		22
Subtotal PLRMBS	210		3		351		19		561		22
Total	$	3,803	$	35	$	351	$	19	$	4,154	$	54

Redemption Terms. The amortized cost and estimated fair value of non-MBS investments by contractual maturity (based on contractual final principal payment) and of MBS as of December 31, 2019, are shown below. There were no non-MBS investments as of December 31, 2018. Expected maturities of MBS will differ from contractual maturities because borrowers may have the right to call or prepay the underlying obligations with or without call or prepayment fees.

December 31, 2019
Year of Contractual Maturity	Amortized Cost(1)		Estimated Fair Value
AFS securities other than MBS:
Due in 1 year or less	$	2,309	$	2,312
Due after 1 year through 5 years	2,972		2,976
Subtotal	5,281		5,288
MBS	9,925		10,207
Total	$	15,206	$	15,495

(1) Amortized cost includes unpaid principal balance, unamortized premiums and discounts, and previous OTTI recognized in earnings.

See Note 7 – Other-Than-Temporary Impairment Analysis for information on the transfers of securities between the AFS portfolio and the held-to-maturity (HTM) portfolio.

104

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 6 — Held-to-Maturity Securities

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

 

December 31, 2019
	Amortized Cost(1)		OTTI Recognized in AOCI(1)			Carrying Value(1)		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses			Estimated Fair Value
MBS – Other U.S. obligations – single-family:
Ginnie Mae	$	470	$	—		$	470	$	5	$	—		$	475
MBS – GSEs – single-family:
Freddie Mac	1,063		—			1,063		8		(1		)	1,070
Fannie Mae	1,844		—			1,844		20		(1		)	1,863
Subtotal MBS – GSEs – single-family	2,907		—			2,907		28		(2		)	2,933
MBS – GSEs – multifamily:
Freddie Mac	2,625		—			2,625		—		(9		)	2,616
Fannie Mae	1,159		—			1,159		—		(2		)	1,157
Subtotal MBS – GSEs – multifamily	3,784		—			3,784		—		(11		)	3,773
Subtotal MBS – GSEs	6,691		—			6,691		28		(13		)	6,706
PLRMBS:
Prime	243		—			243		1		(4		)	240
Alt-A	142		(1		)	141		6		(2		)	145
Subtotal PLRMBS	385		(1		)	384		7		(6		)	385
Total	$	7,546	$	(1	)	$	7,545	$	40	$	(19	)	$	7,566

105

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

 

December 31, 2018
	Amortized Cost(1)		OTTI Recognized in AOCI(1)			Carrying Value(1)		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses			Estimated Fair Value
Housing finance agency bonds:
California Housing Finance Agency (CalHFA) bonds	$	100	$	—		$	100	$	—	$	(3	)	$	97
MBS:
Other U.S. obligations – single-family:
Ginnie Mae	609		—			609		—		(6		)	603
GSEs – single-family:
Freddie Mac	1,506		—			1,506		6		(21		)	1,491
Fannie Mae	2,598		—			2,598		17		(16		)	2,599
Subtotal GSEs – single-family	4,104		—			4,104		23		(37		)	4,090
GSEs – multifamily:
Freddie Mac	3,944		—			3,944		—		(17		)	3,927
Fannie Mae	1,743		—			1,743		—		(1		)	1,742
Subtotal GSEs – multifamily	5,687		—			5,687		—		(18		)	5,669
Subtotal GSEs	9,791		—			9,791		23		(55		)	9,759
PLRMBS:
Prime	383		—			383		1		(6		)	378
Alt-A	209		(3		)	206		7		(3		)	210
Subtotal PLRMBS	592		(3		)	589		8		(9		)	588
Total MBS	10,992		(3		)	10,989		31		(70		)	10,950
Total	$	11,092	$	(3	)	$	11,089	$	31	$	(73	)	$	11,047

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

At December 31, 2019, the amortized cost of the Bank’s MBS classified as HTM included premiums of $8, discounts of $11, and credit-related OTTI of $7. At December 31, 2018, the amortized cost of the Bank’s MBS classified as HTM included premiums of $14, discounts of $19, and credit-related OTTI of $7.

The following tables summarize the HTM securities with unrealized losses as of December 31, 2019 and 2018. The unrealized losses are aggregated by major security type and the length of time that individual securities have been in a continuous unrealized loss position. Total unrealized losses in the following tables will not agree to the total gross unrecognized holding losses in the tables above. The unrealized losses in the following tables also include non-credit-related OTTI losses recognized in AOCI. For OTTI analysis of HTM securities and for information on HTM securities in unrealized loss positions that are not considered to be other-than-temporarily impaired, see Note 7 – Other-Than-Temporary Impairment Analysis.

106

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

December 31, 2019
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
MBS – Other U.S. obligations – single-family:
Ginnie Mae	$	46	$	—	$	—	$	—	$	46	$	—
MBS – GSEs – single-family:
Freddie Mac	71		—		262		1		333		1
Fannie Mae	53		—		192		1		245		1
Subtotal MBS – GSEs – single-family	124		—		454		2		578		2
MBS – GSEs – multifamily:
Freddie Mac	925		1		1,627		8		2,552		9
Fannie Mae	613		—		543		2		1,156		2
Subtotal MBS – GSEs – multifamily	1,538		1		2,170		10		3,708		11
Subtotal MBS – GSEs	1,662		1		2,624		12		4,286		13
PLRMBS:
Prime	34		—		135		4		169		4
Alt-A	4		—		106		3		110		3
Subtotal PLRMBS	38		—		241		7		279		7
Total	$	1,746	$	1	$	2,865	$	19	$	4,611	$	20

December 31, 2018
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
Housing finance agency bonds:
CalHFA bonds	$	—	$	—	$	80	$	3	$	80	$	3
MBS:
Other U.S. obligations – single-family:
Ginnie Mae	33		—		529		6		562		6
GSEs – single-family:
Freddie Mac	79		—		1,085		21		1,164		21
Fannie Mae	923		3		693		13		1,616		16
Subtotal GSEs – single-family	1,002		3		1,778		34		2,780		37
GSEs – multifamily:
Freddie Mac	3,826		16		67		1		3,893		17
Fannie Mae	757		1		360		—		1,117		1
Subtotal GSEs – multifamily	4,583		17		427		1		5,010		18
Subtotal GSEs	5,585		20		2,205		35		7,790		55
PLRMBS:
Prime	153		1		128		5		281		6
Alt-A	84		—		119		6		203		6
Subtotal PLRMBS	237		1		247		11		484		12
Total MBS	5,855		21		2,981		52		8,836		73
Total	$	5,855	$	21	$	3,061	$	55	$	8,916	$	76

Redemption Terms. The amortized cost, carrying value, and estimated fair value of non-MBS investments by contractual maturity (based on contractual final principal payment) and of MBS as of December 31, 2018, are shown below. There were no non-MBS investments as of December 31, 2019. Expected maturities of MBS will

107

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

differ from contractual maturities because borrowers may have the right to call or prepay the underlying obligations with or without call or prepayment fees.

December 31, 2018
Year of Contractual Maturity	Amortized Cost(1)		Carrying Value(1)		Estimated Fair Value
HTM securities other than MBS:
Due after 10 years	$	100	$	100	$	97
Subtotal	100		100		97
MBS	10,992		10,989		10,950
Total	$	11,092	$	11,089	$	11,047

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

See Note 7 – Other-Than-Temporary Impairment Analysis for information on the transfers of securities between the AFS portfolio and the HTM portfolio.

Note 7 — Other-Than-Temporary Impairment Analysis

On a quarterly basis, the Bank evaluates its individual AFS and HTM investment securities in an unrealized loss position for OTTI.

PLRMBS. To assess whether it expects to recover the entire amortized cost basis of its PLRMBS, the Bank performed a cash flow analysis for all of its PLRMBS as of December 31, 2019, using two third-party models. The OTTI Governance Committee of the Federal Home Loan Banks (FHLBanks) developed a short-term housing price forecast with projected changes ranging from a decrease of 4.0% to an increase of 8.0% over the 12-month period beginning October 1, 2019. For the vast majority of markets, the projected short-term housing price changes range from an increase of 2.0% to an increase of 6.0%. Thereafter, a unique path is projected for each geographic area based on an internally developed framework derived from historical data.

The projected cash flows are based on a number of assumptions and expectations, and the results of these models can vary significantly with changes in assumptions and expectations. The scenario of cash flows determined reflects a best-estimate scenario and includes a base case housing price forecast that reflects the expectations for near- and long-term housing price behavior.

At each quarter end, the Bank compares the present value of the cash flows expected to be collected on its PLRMBS to the amortized cost basis of the securities to determine whether a credit loss exists. The Bank then uses the effective interest rate for the security prior to impairment for determining the present value of the future estimated cash flows.

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

For securities determined to be other-than-temporarily impaired as of December 31, 2019 (securities for which the Bank determined that it does not expect to recover the entire amortized cost basis), the following table presents a summary of the significant inputs used in measuring the amount of credit loss recognized in earnings during the year ended December 31, 2019, and the related current credit enhancement for the Bank.

108

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

December 31, 2019
	Significant Inputs for Other-Than-Temporarily Impaired PLRMBS			Current
	Prepayment Rates	Default Rates	Loss Severities	Credit Enhancement
Collateral Type at Origination	Weighted Average % (1)	Weighted Average % (1)	Weighted Average % (1)	Weighted Average % (1)
Prime	15.5	11.1	18.7	31.9
Alt-A	12.7	20.1	44.1	1.1
Total	12.7	20.1	44.1	1.1

(1) Weighted average percentage is based on unpaid principal balance.

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

The following table presents the credit-related OTTI, which is recognized in earnings, for the years ended December 31, 2019, 2018, and 2017.

	2019			2018			2017
Balance, beginning of the period	$	1,077		$	1,129		$	1,183
Additional charges on securities for which OTTI was previously recognized(1)	11			11			16
Securities matured during the period(2)	(6		)	—			(1		)
Accretion of yield adjustments resulting from improvement of expected cash flows that are recognized over the remaining life of the securities(3)	(61		)	(63		)	(69		)
Balance, end of the period	$	1,021		$	1,077		$	1,129

(1) For the years ended December 31, 2019, 2018, and 2017 “securities for which OTTI was previously recognized” represents all securities that were also other-than-temporarily impaired prior to January 1, 2019, 2018, and 2017, respectively.

(2) Represents reductions related to securities having reached final maturity during the period, which therefore are no longer held by the Bank at the end of the period.

(3) The total net accretion/(amortization) associated with other-than-temporarily impaired PLRMBS (amount recognized in interest income) totaled $78, $81, and $93 for the years ended December 31, 2019, 2018, and 2017, respectively.

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

The following table summarizes the PLRMBS transferred from the Bank’s HTM portfolio to its AFS portfolio during the years ended December 31, 2019 and 2018. The amounts shown represent the values when the securities were transferred from the HTM portfolio to the AFS portfolio. The Bank did not transfer any PLRMBS from its HTM portfolio to its AFS portfolio during the year ended December 31, 2017.

109

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	2019								2018
	Amortized Cost		OTTI Recognized in AOCI		Gross Unrecognized Holding Gains/(Losses)		Estimated Fair Value		Amortized Cost		OTTI Recognized in AOCI		Gross Unrecognized Holding Gains/(Losses)		Estimated Fair Value
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	1	$	—	$	—	$	1	$	—	$	—	$	—	$	—
Alt-A	—		—		—		—		12		—		—		12
Total	$	1	$	—	$	—	$	1	$	12	$	—	$	—	$	12

The following tables present the Bank’s AFS and HTM PLRMBS that incurred OTTI losses anytime during the life of the securities at December 31, 2019 and 2018, by loan collateral type:

December 31, 2019
	Available-for-Sale Securities						Held-to-Maturity Securities
	Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	258	$	213	$	230	$	—	$	—	$	—	$	—
Alt-A	2,634		2,116		2,367		39		35		33		39
Total	$	2,892	$	2,329	$	2,597	$	39	$	35	$	33	$	39

December 31, 2018
	Available-for-Sale Securities						Held-to-Maturity Securities
	Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value
Other-than-temporarily impaired PLRMBS backed by loans classified at origination as:
Prime	$	323	$	267	$	288	$	—	$	—	$	—	$	—
Alt-A	3,225		2,603		2,869		52		47		44		51
Total	$	3,548	$	2,870	$	3,157	$	52	$	47	$	44	$	51

For the Bank’s PLRMBS that were not other-than-temporarily impaired as of December 31, 2019, the Bank has experienced net unrealized losses primarily because of illiquidity in the PLRMBS market and market expectations of the credit performance of loan collateral underlying these securities, which caused these assets to be valued at discounts to their amortized cost. The Bank does not intend to sell these securities, it is not more likely than not that the Bank will be required to sell these securities before its anticipated recovery of the remaining amortized cost basis, and the Bank expects to recover the entire amortized cost basis of these securities. As a result, the Bank determined that, as of December 31, 2019, all of the gross unrealized losses on these PLRMBS are temporary. These securities were included in the securities that the Bank reviewed and analyzed for OTTI as discussed above, and the analyses performed indicated that these securities were not other-than-temporarily impaired.

All Other Available-for-Sale and Held-to-Maturity Investments. For its agency MBS, the Bank expects to recover the entire amortized cost basis of these securities because the Bank determined that the strength of the issuers’ guarantees through direct obligations or support from the U.S. government is sufficient to protect the Bank from losses. As a result, the Bank determined that, as of December 31, 2019, all of the gross unrealized losses on its agency MBS are temporary.

110

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

For more information related to the Bank’s accounting policies for OTTI, see Note 1 – Summary of Significant Accounting Policies.

Note 8 — Advances

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

Redemption Terms. The Bank had advances outstanding, excluding overdrawn demand deposit accounts, at interest rates ranging from 1.15% to 8.57% at December 31, 2019, and 1.02% to 8.57% at December 31, 2018, as summarized below.

	2019				2018
Redemption Term	Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate
Within 1 year	$	32,351	1.91	%	$	42,285		2.40	%
After 1 year through 2 years	22,380		2.15		13,662			2.57
After 2 years through 3 years	4,847		2.08		11,238			2.70
After 3 years through 4 years	2,909		2.97		2,409			2.45
After 4 years through 5 years	1,461		2.32		2,815			2.99
After 5 years	1,140		2.96		1,086			3.23
Total par value	65,088		2.08	%	73,495			2.51	%
Valuation adjustments for hedging activities	203				(32		)
Valuation adjustments under fair value option	83				(29		)
Total	$	65,374			$	73,434

Many of the Bank’s advances are prepayable at the borrower’s option. However, when advances are prepaid, the borrower is generally charged a prepayment fee intended to make the Bank financially indifferent to the prepayment. In addition, for certain advances with full or partial prepayment symmetry, the Bank may charge the borrower a prepayment fee or pay the borrower a prepayment credit depending on certain circumstances, such as movements in interest rates, when the advance is prepaid. The Bank had advances with full prepayment symmetry outstanding totaling $14,059 at December 31, 2019, and $3,405 at December 31, 2018. The Bank had advances with partial prepayment symmetry outstanding totaling $3,513 at December 31, 2019, and $4,410 at December 31, 2018. Some advances may be repaid on pertinent call dates without prepayment fees (callable advances). The Bank had callable advances outstanding totaling $14,024 at December 31, 2019, and $13,255 at December 31, 2018.

The Bank had putable advances totaling $20 at December 31, 2019, and $20 at December 31, 2018. At the Bank’s discretion, the Bank may terminate these advances on predetermined exercise dates and offer replacement funding at prevailing market rates, subject to certain conditions. The Bank would typically exercise such termination rights when interest rates increase relative to contractual rates.

The following table summarizes advances at December 31, 2019 and 2018, by the earlier of the year of redemption term or next call date for callable advances and by the earlier of the year of redemption term or next put date for putable advances.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	Earlier of Redemption Term or Next Call Date				Earlier of Redemption Term or Next Put Date
	2019		2018		2019		2018
Within 1 year	$	39,075	$	46,740	$	32,371	$	42,295
After 1 year through 2 years	15,731		14,762		22,380		13,672
After 2 years through 3 years	4,800		5,688		4,847		11,238
After 3 years through 4 years	2,895		2,409		2,909		2,409
After 4 years through 5 years	1,447		2,812		1,461		2,815
After 5 years	1,140		1,084		1,120		1,066
Total par value	$	65,088	$	73,495	$	65,088	$	73,495

Credit and Concentration Risk. The following tables present the concentration in advances to the top five borrowers and their affiliates at December 31, 2019 and 2018. The tables also present the interest income from these advances before the impact of interest rate exchange agreements associated with these advances for the years ended December 31, 2019 and 2018.

December 31, 2019
Name of Borrower	Advances Outstanding		Percentage of Total Advances Outstanding		Interest Income from Advances(1)		Percentage of Total Interest Income from Advances
MUFG Union Bank, National Association	$	12,700	19	%	$	371	22	%
First Republic Bank	12,550		19		248		15
Wells Fargo & Company
Wells Fargo Financial National Bank West(2)	7,500		12		191		12
Wells Fargo Bank, National Association(3)	39		—		2		—
Subtotal Wells Fargo & Company	7,539		12		193		12
Bank of the West	6,356		10		155		9
JPMorgan Chase Bank, National Association(3)	5,055		8		174		11
Subtotal	44,200		68		1,141		69
Others	20,888		32		518		31
Total par value	$	65,088	100	%	$	1,659	100	%

112

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

December 31, 2018
Name of Borrower	Advances Outstanding		Percentage of Total Advances Outstanding		Interest Income from Advances(1)		Percentage of Total Interest Income from Advances
MUFG Union Bank, National Association	$	16,900	23	%	$	249	17	%
First Republic Bank	8,800		12		180		12
JPMorgan Chase Bank, National Association(3)	8,359		11		216		14
Bank of the West	6,707		9		150		10
Wells Fargo & Company
Wells Fargo Financial National Bank(2)	5,000		7		88		6
Wells Fargo Bank, National Association(3)	47		—		3		—
Subtotal Wells Fargo & Company	5,047		7		91		6
Subtotal	45,813		62		886		59
Others	27,682		38		622		41
Total par value	$	73,495	100	%	$	1,508	100	%

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

(2) Effective April 15, 2019, Wells Fargo Financial National Bank was renamed Wells Fargo Financial National Bank West.

(3) Nonmember institution.

The Bank held a security interest in collateral from each of the top five advances borrowers and their affiliates sufficient to support their respective advances outstanding, and the Bank does not expect to incur any credit losses on these advances.

For information related to the Bank’s credit risk on advances and allowance methodology for credit losses, see Note 10 – Allowance for Credit Losses.

Interest Rate Payment Terms. Interest rate payment terms for advances at December 31, 2019 and 2018, are detailed below:

	2019		2018
Par value of advances:
Fixed rate:
Due within 1 year	$	15,327	$	20,437
Due after 1 year	21,337		19,727
Total fixed rate	36,664		40,164
Adjustable rate:
Due within 1 year	17,024		21,848
Due after 1 year	11,400		11,483
Total adjustable rate	28,424		33,331
Total par value	$	65,088	$	73,495

The Bank did not have any advances with embedded features that met the requirements to separate the embedded feature from the host contract and designate the embedded feature as a stand-alone derivative at December 31, 2019 or 2018. The Bank has generally elected to account for certain advances with embedded features under the fair value option, and these advances are carried at fair value on the Statements of Condition. For more information, see Note 18 – Derivatives and Hedging Activities and Note 19 – Fair Value.

113

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 9 — Mortgage Loans Held for Portfolio

The following table presents information as of December 31, 2019 and 2018, on mortgage loans, all of which are secured by one- to four-unit residential properties and single-unit second homes.

	2019			2018
Fixed rate medium-term mortgage loans	$	27		$	16
Fixed rate long-term mortgage loans	3,199			2,951
Subtotal	3,226			2,967
Unamortized premiums	91			104
Unamortized discounts	(3		)	(5		)
Mortgage loans held for portfolio	3,314			3,066
Less: Allowance for credit losses	—			—
Total mortgage loans held for portfolio, net	$	3,314		$	3,066

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

For more information related to the Bank’s accounting policies for the MPF Program, see Note 1 – Summary of Significant Accounting Policies. For information related to the Bank’s credit risk on mortgage loans and allowance methodology for credit losses, see Note 10 – Allowance for Credit Losses.

Note 10 — Allowance for Credit Losses

An allowance for credit losses is a valuation allowance separately established for each identified portfolio segment, if it is probable that impairment has occurred in the Bank’s portfolio as of the Statements of Condition date and the amount of loss can be reasonably estimated. To the extent necessary, an allowance for credit losses for off-balance sheet credit exposures is recorded as a liability.

Portfolio Segments. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. The Bank has developed and documented a systematic methodology for determining an allowance for credit losses for each of the following portfolio segments:

• advances, letters of credit, and other extensions of credit, collectively referred to as “credit products,”

• MPF loans held for portfolio,

• term securities purchased under agreements to resell, and

• term Federal funds sold.

Classes of Financing Receivables. Classes of financing receivables generally are a disaggregation of a portfolio segment to the extent needed to understand the exposure to credit risk arising from these financing receivables. The Bank determined that no further disaggregation of the portfolio segments identified above is needed because the credit risk arising from these financing receivables is assessed and measured by the Bank at the portfolio segment level.

Credit Products. The Bank lends to member financial institutions that have a principal place of business in Arizona, California, or Nevada. Under the FHLBank Act, the Bank is required to obtain sufficient collateral for credit products to protect the Bank from credit losses. Collateral eligible to secure credit products includes certain investment securities, residential mortgage loans, cash or deposits with the Bank, and other eligible real estate-related assets. The capital stock of the Bank owned by each borrowing member is pledged as additional collateral for the member's indebtedness to the Bank. The Bank may also accept secured small business, small farm, and small agribusiness loans, and securities representing a whole interest in such secured loans, as collateral from members that are community financial institutions. The Housing and Economic Recovery Act of 2008 (Housing

114

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Act) added secured loans for community development activities as collateral that the Bank may accept from community financial institutions. In addition, the Bank has advances outstanding to former members and member successors, which are also subject to these security terms.

The Bank requires each borrowing member to execute a written Advances and Security Agreement, which describes the lending relationship between the Bank and the borrower. At December 31, 2019 and 2018, the Bank had a perfected security interest in collateral pledged by each borrowing member, or by the member's affiliate on behalf of the member, and by each nonmember borrower, with an estimated value in excess of the outstanding credit products for that borrower. Based on the financial condition of the borrower, the Bank may either (i) allow the borrower or the pledging affiliate to retain physical possession of loan collateral pledged to the Bank, provided that the borrower or the pledging affiliate agrees to hold the collateral for the benefit of the Bank, or (ii) require the borrower or the pledging affiliate to deliver physical possession of loan collateral to the Bank or its custodial agent. All securities collateral is required to be delivered to the Bank’s custodial agent. All loan collateral pledged to the Bank is subject to a UCC-1 financing statement.

Section 10(e) of the FHLBank Act affords any security interest granted to the Bank by a member or any affiliate of the member or any nonmember borrower priority over claims or rights of any other party, except claims or rights that (i) would be entitled to priority under otherwise applicable law and (ii) are held by bona fide purchasers for value or secured parties with perfected security interests.

The Bank classifies as impaired any advance with respect to which it is probable that all principal and interest due will not be collected according to its contractual terms. Impaired advances are valued using the present value of expected future cash flows discounted at the advance's effective interest rate, the advance's observable market price or, if collateral-dependent, the fair value of the advance's underlying collateral. When an advance is classified as impaired, the accrual of interest is discontinued and unpaid accrued interest is reversed. Advances do not return to accrual status until they are brought current with respect to both principal and interest and until the future principal payments are no longer in doubt. No advances were classified as impaired during the periods presented.

The Bank manages its credit exposure related to credit products through an integrated approach that generally provides for a credit limit to be established for each borrower, includes an ongoing review of each borrower’s financial condition, and is coupled with conservative collateral and lending policies to limit the risk of loss while taking into account borrowers’ needs for a reliable funding source. At December 31, 2019 and 2018, none of the Bank’s credit products were past due, on nonaccrual status, or considered impaired. There were no troubled debt restructurings related to credit products during 2019 and 2018.

Based on the collateral pledged as security for advances, the Bank’s credit analyses of borrowers’ financial condition, and the Bank’s credit extension and collateral policies as of December 31, 2019, the Bank expects to collect all amounts due according to the contractual terms. Therefore, no allowance for losses on credit products was deemed necessary by the Bank. The Bank has never experienced any credit losses on its credit products.

Mortgage Loans Held for Portfolio. Key credit quality indicators for mortgage loans include past due loans, nonaccrual loans, loans in process of foreclosure, and impaired loans. The following table presents the Bank’s key credit quality indicators as of December 31, 2019 and 2018.

115

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	2019			2018
Payment Status	Recorded Investment(1)			Recorded Investment(1)
30 – 59 days delinquent	$	15		$	15
60 – 89 days delinquent	2			2
90 days or more delinquent	7			9
Total past due	24			26
Total current loans	3,310			3,058
Total mortgage loans	$	3,334		$	3,084
In process of foreclosure, included above(2)	$	—		$	3
Nonaccrual loans	$	7		$	9
Serious delinquencies as a percentage of total mortgage loans outstanding(3)	0.22		%	0.31		%

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

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

(3) Represents loans that are 90 days or more past due or in the process of foreclosure as a percentage of the recorded investment of total mortgage loans outstanding.

The amounts of charge-offs and recoveries of allowance for credit losses on the mortgage loan portfolio were de minimis during the years ended December 31, 2019, 2018, and 2017.

The recorded investment by impairment methodology for individually and collectively evaluated impaired loans is as follows:

	2019		2018
Recorded investment, end of the period:
Individually evaluated for impairment	$	5	$	7
Collectively evaluated for impairment	3,329		3,077
Total recorded investment	$	3,334	$	3,084

The allowance for credit losses for loans collectively evaluated for impairment totaled de minimis amounts as of December 31, 2019 and 2018. The Bank had no allowance for credit losses for loans individually evaluated for impairment as of December 31, 2019 and 2018.

The recorded investment and unpaid principal balance of impaired loans individually evaluated for impairment totaled $5 and $5, respectively, at December 31, 2019. The recorded investment and unpaid principal balance of impaired loans individually evaluated for impairment totaled $7 and $7, respectively, at December 31, 2018.

The Bank and any participating financial institution share in the credit risk of the loans sold by that institution as specified in a master agreement. Loans purchased under the MPF Program generally had a credit risk exposure at the time of purchase that, as determined by the MPF Program methodology, would be expected from an equivalent investment rated AA if purchased prior to April 2017, or rated BBB if purchased since April 2017, taking into consideration the credit risk sharing structure mandated by the Finance Agency’s acquired member assets regulation. The MPF Program structures potential credit losses on conventional MPF loans into layers with respect to each pool of loans purchased by the Bank under a single master commitment, as follows:

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

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

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

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

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

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

The Bank calculates its estimated allowance for credit losses on mortgage loans acquired under the MPF Original and MPF Plus products as described below. For any mortgage loans that are more than 180 days past due and that have any outstanding balance in excess of the fair value of the property, less cost to sell, this excess is charged off as a loss by the end of the month in which the applicable time period elapses. Likewise, when a borrower is in bankruptcy, loans are written down to the fair value of the collateral, less cost to sell, in general within 60 days of receipt of the notification of filing from the bankruptcy court, unless it can be clearly demonstrated and documented that repayment is likely to occur. As a result of these charge-offs, the corresponding Allowance for Credit Losses on MPF Loans was reduced accordingly.

Mortgage Loans Evaluated at the Individual Master Commitment Level – The credit risk analysis of all conventional MPF loans is performed at the individual master commitment level to determine the credit enhancements available to recover losses on MPF loans under each individual master commitment.

Allowance for Credit Losses on MPF Loans – The Bank evaluates the allowance for credit losses on MPF mortgage loans based on two components. The first component applies to impaired mortgage loans that are considered collateral-dependent. The estimated credit losses on impaired collateral-dependent loans may be separately determined because sufficient information exists to make a reasonable estimate of the inherent loss on those loans on an individual loan basis. The Bank estimates the fair value of collateral using real estate broker price opinions or automated valuation models based on property characteristics as well as recent market sales and current listings. The resulting incurred loss, if any, is equal to the difference between the carrying value of the loan and the estimated fair value of the collateral less estimated selling costs. The Bank evaluates the exposure on these loans by considering the first layer of loss protection (the liquidation value of the real property securing the loan) and the availability and collectability of credit enhancements under the terms of each master commitment and records a provision for credit losses. For this component, the Bank had no allowance for credit losses for MPF Original and MPF Plus loans as of December 31, 2019 and 2018.

The second component applies to loans that are not specifically identified as impaired and is based on the Bank’s estimate of probable credit losses on those loans as of the financial statement date. The credit risk analysis of conventional loans collectively evaluated for impairment considers loan pool-specific attribute data, such as delinquency statistics, past performance, current performance, loan portfolio characteristics, collateral valuations, industry data, and prevailing economic conditions. The analysis applies estimated loss severities and also considers the availability and collectability of credit enhancements from participating financial institutions or from mortgage insurers under the terms of each master commitment to determine the Bank’s best estimate of probable incurred losses. The analysis includes estimating projected cash flows that the Bank is likely to collect based on an assessment of all available information, including prepayment speeds, default rates, and loss severity for the mortgage loans based on underlying loan-level borrower and loan characteristics; expected housing price changes; and interest rate assumptions. In performing a detailed cash flow analysis, the Bank develops its best estimate of the cash flows expected to be collected using a third-party model to project prepayments, default rates, and loss severities based on borrower characteristics and the particular attributes of the mortgage loans, in conjunction with assumptions related primarily to future changes in housing prices and interest rates. The assumptions used as inputs to the model, including the forecast of future housing pricing changes, are consistent with assumptions used for the Bank’s evaluation of its PLRMBS for OTTI. For this component, the Bank established an allowance for credit losses for MPF Original and MPF Plus loans totaling de minimis amounts as of December 31, 2019 and 2018.

Troubled Debt Restructurings – Troubled debt restructuring (TDR) is considered to have occurred when a concession is granted to the debtor for economic or legal reasons related to the debtor’s financial difficulties and

117

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

that concession would not have been considered otherwise. An MPF loan considered a TDR is individually evaluated for impairment when determining its related allowance for credit losses. Credit loss is measured by factoring in expected cash flow shortfalls incurred as of the reporting date as well as the economic loss attributable to delaying the original contractual principal and interest due dates, if applicable. The recorded investment of the Bank’s nonperforming MPF loans classified as TDRs totaled $2 as of December 31, 2019, and $2 as of December 31, 2018.

For more information related to the Bank’s accounting policies for collateral-dependent loans, see Note 1 – Summary of Significant Accounting Policies.

Term Federal Funds Sold. The Bank invests in Federal funds sold with counterparties that are considered by the Bank to be of investment quality, and these investments are evaluated for purposes of an allowance for credit losses only if the investment is not paid when due. All investments in Federal funds sold as of December 31, 2019 and 2018, were repaid or are expected to be repaid according to the contractual terms.

Note 11 — Deposits

The Bank maintains demand deposit accounts that are directly related to the extension of credit to members and offers short-term deposit programs to members and qualifying nonmembers. In addition, a member that services mortgage loans may deposit in the Bank funds collected in connection with the mortgage loans, pending disbursement of these funds to the owners of the mortgage loans. The Bank classifies these types of deposits as non-interest-bearing deposits. Deposits classified as demand, overnight, and other pay interest based on a daily interest rate. Term deposits pay interest based on a fixed rate determined at the issuance of the deposit.

Deposits and interest rate payment terms for deposits as of December 31, 2019 and 2018, were as follows:

	2019				2018
	Amount Outstanding		Weighted Average Interest Rate		Amount Outstanding		Weighted Average Interest Rate
Interest-bearing deposits – Adjustable rate	$	427	1.30	%	$	240	2.10	%
Non-interest-bearing deposits	110				22
Total	$	537			$	262

Note 12 — Consolidated Obligations

Consolidated obligations, consisting of consolidated obligation bonds and discount notes, are jointly issued by the FHLBanks through the Office of Finance, which serves as the FHLBanks’ agent. As provided by the FHLBank Act or by regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations. For a discussion of the joint and several liability regulation, see Note 20 – Commitments and Contingencies. In connection with each issuance of consolidated obligations, each FHLBank specifies the type, term, and amount of debt it requests to have issued on its behalf. The Office of Finance tracks the amount of debt issued on behalf of each FHLBank. In addition, the Bank separately tracks and records as a liability its specific portion of the consolidated obligations issued and is the primary obligor for that portion of the consolidated obligations issued. The Finance Agency and the U.S. Secretary of the Treasury have oversight over the issuance of FHLBank debt through the Office of Finance.

Consolidated obligation bonds may be issued to raise short-, intermediate-, and long-term funds for the FHLBanks. The maturity of consolidated obligation bonds generally ranges from 6 months to 15 years, but the maturity is not subject to any statutory or regulatory limits. Consolidated obligation discount notes are primarily used to raise short-term funds. These notes are issued at less than their face amount and redeemed at par value when they mature.

118

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The par value of the outstanding consolidated obligations of the FHLBanks was $1,025,895 at December 31, 2019, and $1,031,617 at December 31, 2018. Regulations require the FHLBanks to maintain, for the benefit of investors in consolidated obligations, in the aggregate, unpledged qualifying assets in an amount equal to the consolidated obligations outstanding. Qualifying assets are defined as cash; secured advances; assets with an assessment or credit rating at least equivalent to the current assessment or credit rating of the consolidated obligations; obligations, participations, mortgages, or other securities of or issued by the United States or an agency of the United States; and such securities as fiduciary and trust funds may invest in under the laws of the state in which the FHLBank is located. Any assets subject to a lien or pledge for the benefit of holders of any issue of consolidated obligations are treated as if they were free from lien or pledge for the purposes of compliance with these regulations. At December 31, 2019, the Bank had qualifying assets totaling $106,201, and the Bank’s participation in consolidated obligations outstanding was $98,748.

General Terms. Consolidated obligations are generally issued with either fixed rate payment terms or adjustable rate payment terms. In addition, to meet the specific needs of certain investors, fixed rate and adjustable rate consolidated obligation bonds may contain certain embedded features, such as call options and complex coupon payment terms. In general, when such consolidated obligation bonds are issued for which the Bank is the primary obligor, the Bank simultaneously enters into interest rate exchange agreements containing offsetting features to, in effect, convert the terms of the bond to the terms of a simple adjustable rate bond.

In addition to having fixed rate or simple adjustable rate coupon payment terms, consolidated obligations may include:

• Callable bonds, which the Bank may call in whole or in part at its option on predetermined call dates according to the terms of the bond offerings;

• Step-up callable bonds, which pay interest at increasing fixed rates for specified intervals over the life of the bond and can generally be called at the Bank’s option on the step-up dates according to the terms of the bond offerings;

• Step-down callable bonds, which pay interest at decreasing fixed rates for specified intervals over the life of the bond and can generally be called at the Bank’s option on the step-down dates according to the terms of the bond offerings;

• Conversion callable bonds, which have coupon rates that convert from fixed to adjustable or from adjustable to fixed on predetermined dates and can generally be called at the Bank’s option on predetermined call dates according to the terms of the bond offerings;

• Range bonds, which have coupons at fixed or variable rates and pay the fixed or variable rate as long as a reference rate is within an established range, but generally pay zero percent or a minimal interest rate if the specified reference rate is outside the established range.

Redemption Terms. The following is a summary of the Bank’s participation in consolidated obligation bonds at December 31, 2019 and 2018.

119

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	2019					2018
Contractual Maturity	Amount Outstanding			Weighted Average Interest Rate		Amount Outstanding			Weighted Average Interest Rate
Within 1 year	$	53,549		1.68	%	$	56,968		2.29	%
After 1 year through 2 years	13,853			1.67		7,741			2.20
After 2 years through 3 years	770			1.93		2,842			2.08
After 3 years through 4 years	135			2.74		2,094			2.12
After 4 years through 5 years	937			2.08		600			2.56
After 5 years	2,126			2.94		2,091			3.03
Total par value	71,370			1.73	%	72,336			2.29	%
Unamortized premiums	1					3
Unamortized discounts	(10		)			(10		)
Valuation adjustments for hedging activities	9					(48		)
Fair value option valuation adjustments	2					(5		)
Total	$	71,372				$	72,276

The Bank’s participation in consolidated obligation bonds outstanding includes callable bonds of $6,345 at December 31, 2019, and $11,285 at December 31, 2018. When a callable bond for which the Bank is the primary obligor is issued, the Bank may simultaneously enter into an interest rate swap (in which the Bank pays a variable rate and receives a fixed rate) with a call feature that mirrors the call option embedded in the bond (a sold callable swap). The Bank had notional amounts of interest rate exchange agreements hedging callable bonds of $2,085 at December 31, 2019, and $7,660 at December 31, 2018. The combined sold callable swaps and callable bonds enable the Bank to meet its funding needs at costs not otherwise directly attainable solely through the issuance of non-callable debt, while effectively converting the Bank’s net payment to an adjustable rate.

The Bank’s participation in consolidated obligation bonds at December 31, 2019 and 2018, was as follows:

	2019		2018
Par value of consolidated obligation bonds:
Non-callable	$	65,025	$	61,051
Callable	6,345		11,285
Total par value	$	71,370	$	72,336

The following is a summary of the Bank’s participation in consolidated obligation bonds outstanding at December 31, 2019 and 2018, by the earlier of the year of contractual maturity or next call date.

Earlier of Contractual Maturity or Next Call Date	2019		2018
Within 1 year	$	58,239	$	65,878
After 1 year through 2 years	12,768		5,626
After 2 years through 3 years	195		616
After 3 years through 4 years	70		85
After 4 years through 5 years	47		70
After 5 years	51		61
Total par value	$	71,370	$	72,336

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

120

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	2019					2018
	Amount Outstanding			Weighted Average Interest Rate (1)		Amount Outstanding			Weighted Average Interest Rate (1)
Par value	$	27,447		1.61	%	$	29,273		2.32	%
Unamortized discounts	(71		)			(91		)
Total	$	27,376				$	29,182

(1) Represents yield to maturity excluding concession fees.

Interest Rate Payment Terms. Interest rate payment terms for consolidated obligations at December 31, 2019 and 2018, are detailed in the following table.

	2019		2018
Par value of consolidated obligations:
Bonds:
Fixed rate	$	10,993	$	16,735
Adjustable rate	60,117		53,668
Step-up	60		1,558
Step-down	100		275
Range bonds	100		100
Total bonds, par value	71,370		72,336
Discount notes, par value	27,447		29,273
Total consolidated obligations, par value	$	98,817	$	101,609

The Bank did not have any bonds with embedded features that met the requirements to separate the embedded feature from the host contract and designate the embedded feature as a stand-alone derivative at December 31, 2019 or 2018. The Bank has generally elected to account for certain bonds with embedded features under the fair value option, and these bonds are carried at fair value on the Statements of Condition. For more information, see Note 18 – Derivatives and Hedging Activities and Note 19 – Fair Value.

Note 13 — Affordable Housing Program

The FHLBank Act requires each FHLBank to establish an AHP. Each FHLBank provides subsidies to members, which use the funds to assist in the purchase, construction, or rehabilitation of housing for very low-, low-, and moderate-income households. Subsidies may be in the form of direct grants or below-market interest rate advances. Annually, the FHLBanks must set aside for their AHPs, in the aggregate, the greater of $100 or 10% of the current year's net earnings (income before interest expense related to dividends paid on mandatorily redeemable capital stock and the assessment for AHP).

The Bank accrues its AHP assessment monthly based on its net earnings. If the Bank experienced a net loss during a quarter but still had net earnings for the year, the Bank’s obligation to the AHP would be calculated based on the Bank’s year-to-date net earnings. If the Bank had net earnings in subsequent quarters, it would be required to contribute additional amounts to meet its calculated annual obligation. If the Bank experienced a net loss for a full year, the amount of the AHP liability would be equal to zero, since each FHLBank’s required annual AHP contribution is limited to its annual net earnings. However, if the result of the aggregate 10% calculation is less than $100 for the FHLBanks combined, then the FHLBank Act requires that each FHLBank contribute such prorated sums as may be required to ensure that the aggregate contribution of the FHLBanks equals $100. The proration would be made on the basis of an FHLBank’s income in relation to the income of all the FHLBanks for the previous year. There was no AHP shortfall, as described above, in 2019, 2018, or 2017. If an FHLBank finds that its required AHP assessments are contributing to the financial instability of that FHLBank, it may apply to the Finance Agency for a temporary suspension of its contributions. The Bank did not make such an application in 2019, 2018, or 2017.

121

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The Bank’s total AHP assessments equaled $38, $43, and $45 during 2019, 2018, and 2017, respectively. These amounts were charged to earnings each year and recognized as a liability. As subsidies are disbursed, the AHP liability is reduced. The AHP liability was as follows:

	2019			2018			2017
Balance, beginning of the period	$	182		$	204		$	205
AHP assessments	38			43			45
AHP voluntary contributions	2			3			7
AHP grant payments	(70		)	(68		)	(53		)
Balance, end of the period	$	152		$	182		$	204

All subsidies were distributed in the form of direct grants in 2019, 2018, and 2017.

122

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 14 — Accumulated Other Comprehensive Income/(Loss)

The following table summarizes the changes in AOCI for the years ended December 31, 2019, 2018, and 2017:

	Net Unrealized Gain/(Loss) on AFS Securities			Net Non-Credit-Related OTTI Loss on AFS Securities			Net Non-Credit-Related OTTI Loss on HTM Securities			Pension and Postretirement Benefits			Total AOCI
Balance, December 31, 2016	$	—		$	136		$	(9	)	$	(16	)	$	111
Other comprehensive income/(loss) before reclassifications:
Net change in pension and postretirement benefits										3			3
Non-credit-related OTTI loss				(4		)	—						(4		)
Net change in fair value	—			195									195
Accretion of non-credit-related OTTI loss							3						3
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI				10			—						10
Net current period other comprehensive income/(loss)	—			201			3			3			207
Balance, December 31, 2017	—			337			(6		)	(13		)	318
Other comprehensive income/(loss) before reclassifications:
Net change in pension and postretirement benefits										(4		)	(4		)
Non-credit-related OTTI loss				(14		)	—						(14		)
Net change in fair value	(32		)	(38		)							(70		)
Accretion of non-credit-related OTTI loss							3						3
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI				2			—						2
Net current period other comprehensive income/(loss)	(32		)	(50		)	3			(4		)	(83		)
Balance, December 31, 2018	(32		)	287			(3		)	(17		)	235
Other comprehensive income/(loss) before reclassifications:
Net change in pension and postretirement benefits										3			3
Non-credit-related OTTI loss				(6		)	—						(6		)
Net change in fair value	53			(16		)							37
Accretion of non-credit-related OTTI loss							2						2
Reclassification from other comprehensive income/(loss) to net income/(loss):
Non-credit-related OTTI to credit-related OTTI				3			—						3
Net current period other comprehensive income/(loss)	53			(19		)	2			3			39
Balance, December 31, 2019	$	21		$	268		$	(1	)	$	(14	)	$	274

Note 15 — Capital

Capital Requirements. The Bank issues only one class of capital stock, Class B stock, with a par value of one hundred dollars per share, which may be redeemed (subject to certain conditions) upon five years' notice by the member to the Bank. In addition, at its discretion, under certain conditions, the Bank may repurchase excess capital stock at any time. (See “Excess Capital Stock” below for more information.) The capital stock may be issued, redeemed, and repurchased only at its stated par value, subject to certain statutory and regulatory requirements. The Bank may only redeem or repurchase capital stock from a shareholder if, following the redemption or repurchase, the shareholder will continue to meet its minimum capital stock requirement and the Bank will continue to meet its regulatory requirements for total capital, leverage capital, and risk-based capital.

123

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

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

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

As of December 31, 2019 and 2018, the Bank was in compliance with these capital rules and requirements as shown in the following table.

	2019						2018
	Required			Actual			Required			Actual
Risk-based capital	$	1,519		$	6,605		$	1,899		$	6,522
Total regulatory capital	$	4,274		$	6,605		$	4,373		$	6,522
Total regulatory capital ratio	4.00		%	6.18		%	4.00		%	5.97		%
Leverage capital	$	5,342		$	9,908		$	5,466		$	9,783
Leverage ratio	5.00		%	9.27		%	5.00		%	8.95		%

The Bank’s capital plan requires each member to own capital stock in an amount equal to the greater of its membership capital stock requirement or its activity-based capital stock requirement. The Bank may adjust these requirements from time to time within limits established in the capital plan. Any changes to the capital plan must be approved by the Bank’s Board of Directors and the Finance Agency.

A member's membership capital stock requirement is 1.0% of its membership asset value. The membership capital stock requirement for a member is capped at $15. The Bank may adjust the membership capital stock requirement for all members within a range of 0.5% to 1.5% of a member's membership asset value and may adjust the cap for all members within an authorized range of $10 to $50. A member's membership asset value is determined by multiplying the amount of the member's membership assets by the applicable membership asset factors. Membership assets are generally defined as assets (other than Bank capital stock) of a type that could qualify as collateral to secure a member's indebtedness to the Bank under applicable law, whether or not the assets are pledged to the Bank or accepted by the Bank as eligible collateral. The membership asset factors were initially based on the typical borrowing capacity percentages generally assigned by the Bank to the same types of assets when pledged to the Bank (although the factors may differ from the actual borrowing capacities, if any, assigned to particular assets pledged by a specific member at any point in time).

A member's activity-based capital stock requirement is the sum of 2.7% of the member's outstanding advances plus 0.0% of any portion of any mortgage loan purchased and held by the Bank. The Bank may adjust the activity-based capital stock requirement for all members within a range of 2.0% to 5.0% of the member's outstanding advances and a range of 0.0% to 5.0% of any portion of any mortgage loan purchased and held by the Bank.

124

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Any member may withdraw from membership and, subject to certain statutory and regulatory restrictions, have its capital stock redeemed after giving the required notice. Members that withdraw from membership may not reapply for membership for five years, in accordance with Finance Agency rules.

Mandatorily Redeemable Capital Stock. The Bank reclassifies the capital stock subject to redemption from capital to a liability after a member provides the Bank with a written notice of redemption; gives notice of intention to withdraw from membership; or attains nonmember status by merger or acquisition, charter termination, or other involuntary membership termination; or after a receiver or other liquidating agent for a member transfers the member's Bank capital stock to a nonmember entity, resulting in the member's shares then meeting the definition of a mandatorily redeemable financial instrument. Shares meeting this definition are reclassified to a liability at fair value. Dividends declared on shares classified as a liability are accrued at the expected dividend rate and reflected as interest expense in the Statements of Income. The repayment of these mandatorily redeemable financial instruments (by repurchase or redemption of the shares) is reflected as a financing cash outflow in the Statements of Cash Flows once settled.

The Bank has a cooperative ownership structure under which members, former members, and certain other nonmembers own the Bank’s capital stock. Former members and certain other nonmembers are required to maintain their investment in the Bank's capital stock until their outstanding transactions are paid off or until their capital stock is redeemed following the relevant five-year redemption period for capital stock or is repurchased by the Bank, in accordance with the Bank's capital requirements. Capital stock cannot be issued, repurchased, redeemed, or transferred except between the Bank and its members (or their affiliates and successors) at the capital stock's par value of one hundred dollars per share. If a member cancels its written notice of redemption or notice of withdrawal or if the Bank allows the transfer of mandatorily redeemable capital stock to a member, the Bank reclassifies mandatorily redeemable capital stock from a liability to capital. After the reclassification, dividends on the capital stock are no longer classified as interest expense.

The Bank will not redeem or repurchase capital stock required to meet the minimum capital stock requirement until five years after the member's membership is terminated or after the Bank receives notice of the member's withdrawal, and the Bank will redeem or repurchase only the amounts that are in excess of the capital stock required to support activity (advances and mortgage loans) that may remain outstanding after the five-year redemption period has expired. In both cases, the Bank will only redeem or repurchase capital stock if certain statutory and regulatory conditions are met. In accordance with the Bank’s current practice, if activity-based capital stock becomes excess capital stock because an activity no longer remains outstanding, the Bank may repurchase the excess activity-based capital stock at its discretion, subject to certain statutory and regulatory conditions.

The Bank had mandatorily redeemable capital stock totaling $138 outstanding to 3 institutions at December 31, 2019, and $227 outstanding to 3 institutions at December 31, 2018. The change in mandatorily redeemable capital stock for years ended December 31, 2019, 2018, and 2017, was as follows:

	2019			2018			2017
Balance at the beginning of the period	$	227		$	309		$	457
Reclassified from/(to) capital during the period	6			2			2
Redemption of mandatorily redeemable capital stock	—			—			(75		)
Repurchase of excess mandatorily redeemable capital stock	(95		)	(84		)	(75		)
Balance at the end of the period	$	138		$	227		$	309

Cash dividends on mandatorily redeemable capital stock were recorded as interest expense in the amount of $14, $24, and $32 for the years ended December 31, 2019, 2018, and 2017, respectively.

The following table presents mandatorily redeemable capital stock amounts by contractual redemption period at December 31, 2019 and 2018.

125

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Contractual Redemption Period	2019		2018
Within 1 year	$	135	$	—
After 1 year through 2 years	—		224
Past contractual redemption date because of remaining activity(1)	3		3
Total	$	138	$	227

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

A member may cancel its notice of redemption or notice of withdrawal from membership by providing written notice to the Bank prior to the end of the relevant five-year redemption period or the membership termination date. If the Bank receives the notice of cancellation within 30 months following the notice of redemption or notice of withdrawal, the member is charged a fee equal to fifty cents multiplied by the number of shares of capital stock affected. If the Bank receives the notice of cancellation more than 30 months following the notice of redemption or notice of withdrawal (or if the Bank does not redeem the member's capital stock because following the redemption the member would fail to meet its minimum capital stock requirement), the member is charged a fee equal to one dollar multiplied by the number of shares of capital stock affected. In certain cases the Board of Directors may waive a cancellation fee for bona fide business purposes.

The Bank’s capital stock is considered putable by the shareholder. There are significant statutory and regulatory restrictions on the Bank’s obligation or ability to redeem outstanding capital stock, which include the following:

• The Bank may not redeem any capital stock if, following the redemption, the Bank would fail to meet its minimum capital requirements for total capital, leverage capital, and risk-based capital. All of the Bank’s capital stock immediately becomes nonredeemable if the Bank fails to meet its minimum capital requirements.

• The Bank may not be able to redeem any capital stock if either its Board of Directors or the Finance Agency determines that it has incurred or is likely to incur losses resulting in or expected to result in a charge against capital that would have any of the following effects: cause the Bank not to comply with its regulatory capital requirements, result in negative retained earnings, or otherwise create an unsafe and unsound condition at the Bank.

• In addition to being able to prohibit capital stock redemptions, the Bank’s Board of Directors has a right to call for additional capital stock purchases by its members, as a condition of continuing membership, as needed for the Bank to satisfy its statutory and regulatory capital requirements.

• If, during the period between receipt of a capital stock redemption notice and the actual redemption (a period that could last indefinitely), the Bank becomes insolvent and is either liquidated or merged with another FHLBank, the redemption value of the capital stock will be established either through the liquidation or the merger process. If the Bank is liquidated, after satisfaction of the Bank’s obligations to creditors and to the extent funds are then available, each shareholder will be entitled to receive the par value of its capital stock as well as any retained earnings in an amount proportional to the shareholder's share of the total shares of capital stock, subject to any limitations that may be imposed by the Finance Agency. In the event of a merger or consolidation, the Board of Directors will determine the rights and preferences of the Bank's shareholders, subject to any terms and conditions imposed by the Finance Agency.

• The Bank may not redeem any capital stock if the principal or interest due on any consolidated obligations issued by the Office of Finance has not been paid in full.

• The Bank may not redeem any capital stock if the Bank fails to provide the Finance Agency with the quarterly certification required by Finance Agency rules prior to declaring or paying dividends for a quarter.

• The Bank may not redeem any capital stock if the Bank is unable to provide the required quarterly certification, projects that it will fail to comply with statutory or regulatory liquidity requirements or will be unable to fully meet all of its obligations on a timely basis, actually fails to satisfy these requirements or obligations, or negotiates to enter or enters into an agreement with another FHLBank to obtain financial assistance to meet its current obligations.

126

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Mandatorily redeemable capital stock is considered capital for determining the Bank's compliance with its regulatory capital requirements. Based on Finance Agency interpretation, the classification of certain shares of the Bank’s capital stock as mandatorily redeemable does not affect the definition of total capital for purposes of: determining the Bank’s compliance with its regulatory capital requirements, calculating its mortgage-backed securities investment authority (300% of total capital), calculating its unsecured credit exposure to other GSEs (limited to 100% of total capital), or calculating its unsecured credit limits to other counterparties (various percentages of total capital depending on the rating of the counterparty).

Excess Stock Repurchase, Retained Earnings, and Dividend Framework. By Finance Agency regulation, dividends may be paid only out of current net earnings or previously retained earnings. As required by the Finance Agency, the Bank’s Excess Stock Repurchase, Retained Earnings, and Dividend Framework (Framework) summarizes the Bank’s capital management principles and objectives, as well as its policies and practices, with respect to retained earnings, dividend payments, and the repurchase of excess capital stock. The Bank may be restricted from paying dividends if the Bank is not in compliance with any of its minimum capital requirements or if payment would cause the Bank to fail to meet any of its minimum capital requirements. In addition, the Bank may not pay dividends if any principal or interest due on any consolidated obligations has not been paid in full or is not expected to be paid in full, or, under certain circumstances, if the Bank fails to satisfy certain liquidity requirements under applicable Finance Agency regulations.

The Bank’s Board of Directors reviews the Framework at least annually and may amend the Framework from time to time. The Framework includes a dividend philosophy to endeavor to pay a quarterly dividend at an annualized rate between 5% and 7%. The decision to declare any dividend and the dividend rate are at the discretion of the Bank’s Board of Directors, which may choose to follow the dividend philosophy as guidance in the dividend declaration.

The Bank’s Risk Management Policy limits the payment of dividends if the ratio of the Bank’s estimated market value of total capital to par value of capital stock falls below certain levels. If this ratio at the end of any quarter is less than 100% but greater than or equal to 70%, any dividend would be limited to an annualized rate no greater than the daily average of the Federal funds effective rate for the applicable quarter (subject to certain conditions), and if this ratio is less than 70%, the Bank would be restricted from paying a dividend. The ratio of the Bank’s estimated market value of total capital to par value of capital stock was 223% as of December 31, 2019.

In addition, the Bank monitors the condition of its PLRMBS portfolio, the ratio of the Bank’s estimated market value of total capital to par value of capital stock, its overall financial performance and retained earnings, developments in the mortgage and credit markets, and other relevant information as the basis for determining the payment of dividends and the repurchase of excess capital stock in future quarters.

Retained Earnings – The Bank’s Framework assesses the level and adequacy of retained earnings and establishes amounts to be retained in restricted retained earnings, which are not made available in the current dividend period, and maintains an amount of total retained earnings at least equal to its required retained earnings as described in the Framework. As determined using the Bank’s methodology, the required level of total retained earnings was $2,500 from January 2018 through July 2019. In July 2019, the methodology was further revised and resulted in a required level of retained earnings of $2,400. In January 2020, the methodology was further revised and resulted in a required level of retained earnings of $2,500. The Bank satisfies its retained earnings requirement with both restricted retained earnings (i.e., amounts related to the Joint Capital Enhancement (JCE) Agreement) and unrestricted retained earnings. The Bank’s retained earnings requirement may be changed at any time. The Board of Directors periodically reviews the retained earnings methodology and analysis to determine whether any adjustments are appropriate.

The JCE Agreement is intended to enhance the capital position of each FHLBank. In accordance with the JCE Agreement, each FHLBank is required to allocate 20% of its net income each quarter to a separate restricted retained earnings account until the balance of the account equals at least 1% of that FHLBank's average balance of

127

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

outstanding consolidated obligations for the previous quarter. Under the JCE Agreement, these restricted retained earnings will not be available to pay dividends.

The Bank’s restricted retained earnings totaled $713 and $647 at December 31, 2019 and 2018, respectively. The Bank’s unrestricted retained earnings totaled $2,754 and $2,699 at December 31, 2019 and 2018, respectively.

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

In addition, Finance Agency rules do not permit the Bank to pay dividends in the form of capital stock if its excess capital stock exceeds 1% of its total assets. Excess capital stock is defined as the aggregate of the capital stock held by each shareholder in excess of its minimum capital stock requirement, as established by the Bank’s capital plan. As of December 31, 2019, the Bank’s excess capital stock totaled $197, or 0.18% of total assets.

In 2019, the Bank paid dividends at an annualized rate of 7.00%, totaling $220, including $206 in dividends on capital stock and $14 in dividends on mandatorily redeemable capital stock. In 2018, the Bank paid dividends at an annualized rate of 8.51%, totaling $283, including $259 in dividends on capital stock and $24 in dividends on mandatorily redeemable capital stock. The dividends included four quarterly dividends, totaling $233, and a special dividend in the amount of $50, which included $46 in dividends on capital stock and $4 in dividends on mandatorily redeemable capital stock.

For the periods referenced above, the Bank paid dividends in cash. Dividends on capital stock are recognized as dividends on the Statements of Capital Accounts, and dividends on mandatorily redeemable capital stock are recognized as interest expense on the Statements of Income.

On February 20, 2020, the Bank’s Board of Directors declared a quarterly cash dividend on the capital stock outstanding during the fourth quarter of 2019 at an annualized rate of 7.00%, totaling $54, including $52 in dividends on capital stock and $2 in dividends on mandatorily redeemable capital stock. The Bank recorded the dividend on February 20, 2020. The Bank expects to pay the dividend on March 12, 2020. Dividends on mandatorily redeemable capital stock will be recognized as interest expense in the first quarter of 2020.

Excess Capital Stock – The Bank’s capital plan provides that the Bank may repurchase some or all of a shareholder’s excess capital stock, including any excess mandatorily redeemable capital stock, at the Bank’s discretion, subject to certain statutory and regulatory requirements. The Bank may also repurchase all of a member’s excess capital stock at a member’s request, at the Bank’s discretion, subject to certain statutory and regulatory requirements. A shareholder’s excess capital stock is defined as any capital stock holdings in excess of the shareholder’s minimum capital stock requirement, as established by the Bank’s capital plan. The Bank’s practice is to repurchase the surplus capital stock of all members and the excess capital stock of all former members on a daily schedule. Surplus capital stock is defined as any stock holdings in excess of 115% of a member’s minimum stock requirement. The Bank calculates the amount of stock to be repurchased each business day based on the shareholder’s capital stock outstanding after all stock transactions are completed for the day, ensuring that each member and former member would continue to meet its minimum capital stock requirement after the repurchase. The Bank may change this practice at any time. The Bank repurchased $1,224 and $1,753 in excess capital stock during 2019 and 2018, respectively.

The Bank is required to redeem any mandatorily redeemable capital stock that is in excess of a former member’s minimum stock requirement on or after the expiration of the five-year redemption date. During 2019 and 2018, the Bank redeemed a de minimis amount in mandatorily redeemable capital stock, for which the five-year redemption

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period had expired, at its $100 par value. The stock was redeemed on the scheduled redemption dates or, for stock that was not excess stock on its scheduled redemption date because of outstanding activity with the Bank, on the first available repurchase date after the stock was no longer required to support outstanding activity with the Bank.

Excess capital stock totaled $197 and $166 as of December 31, 2019 and 2018, respectively.

Concentration. The following table presents the concentration in capital stock held by institutions whose capital stock ownership represented 10% or more of the Bank’s outstanding capital stock, including mandatorily redeemable capital stock, as of December 31, 2019 or 2018.

	2019				2018
Name of Institution	Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding		Capital Stock Outstanding		Percentage of Total Capital Stock Outstanding
MUFG Union Bank, National Association	$	394	12	%	$	456	14	%
First Republic Bank	368		12		273		9
Subtotal	762		24		729		23
Others	2,376		76		2,447		77
Total	$	3,138	100	%	$	3,176	100	%

Note 16 — Employee Retirement Plans and Incentive Compensation Plans

Defined Benefit Plans

Qualified Defined Benefit Plan. The Bank provides retirement benefits through a Bank-sponsored Cash Balance Plan, a qualified defined benefit plan. The Cash Balance Plan is provided to all employees who have completed six months of Bank service. Under the plan, each eligible Bank employee accrues benefits annually equal to 6% of the employee's annual compensation, plus 6% interest on the benefits accrued to the employee through the prior yearend. The Cash Balance Plan is funded through a qualified trust established by the Bank.

Non-Qualified Defined Benefit Plans. The Bank sponsors the following non-qualified defined benefit retirement plans:

• Benefit Equalization Plan, a non-qualified retirement plan restoring benefits offered under the Cash Balance Plan that are limited by laws governing the plan. See below for further discussion of the defined contribution portion of the Benefit Equalization Plan.

• Supplemental Executive Retirement Plan (SERP), a non-qualified unfunded retirement benefit plan available to the Bank's eligible senior officers, which generally provides a service-linked supplemental cash balance annual contribution credit to SERP participants and an annual interest credit of 6% on the benefits accrued to the SERP participants through the prior yearend.

• Deferred Compensation Plan, a non-qualified retirement plan available to all eligible Bank officers, which provides make-up pension benefits that would have been earned under the Cash Balance Plan had the compensation not been deferred. The make-up benefits vest according to the corresponding provisions of the Cash Balance Plan. See below for further discussion of the defined contribution portion of the Deferred Compensation Plan.

Postretirement Health Benefit Plan. The Bank provides a postretirement health benefit plan to employees that meet certain eligibility criteria. Changes in health care cost trend rates will not have a material effect on the Bank's accumulated postretirement benefit obligation or service and interest costs because benefit plan premiums are generally paid by the retirees.

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The following table presents the fair value of plan assets as well as the funded status that is recognized in other assets/(liabilities) in the Statements of Condition for the defined benefit Cash Balance Plan, non-qualified defined benefit plans, and postretirement health benefit plan at December 31, 2019 and 2018.

	2019								2018
	Cash Balance Plan		Non-Qualified Defined Benefit Plans			Post-retirement Health Benefit Plan			Cash Balance Plan			Non-Qualified Defined Benefit Plans			Post-retirement Health Benefit Plan
Fair value of plan assets	$	74	$	—		$	—		$	57		$	—		$	—
Funded status	6		(20		)	(2		)	(1		)	(19		)	(2		)

Amounts recognized in AOCI at December 31, 2019 and 2018, consist of:

	2019							2018
	Cash Balance Plan		Non-Qualified Defined Benefit Plans		Post-retirement Health Benefit Plan			Cash Balance Plan		Non-Qualified Defined Benefit Plans		Post-retirement Health Benefit Plan
Net loss/(gain)	$	14	$	1	$	(1	)	$	17	$	1	$	(1	)

The following table presents information for pension plans with assets in excess of benefit obligations and for pension plans with benefit obligations in excess of plan assets at December 31, 2019 and 2018.

	2019						2018
	Cash Balance Plan		Non-Qualified Defined Benefit Plans		Post-retirement Health Benefit Plan		Cash Balance Plan		Non-Qualified Defined Benefit Plans		Post-retirement Health Benefit Plan
Projected benefit obligation	$	68	$	20	$	2	$	58	$	19	$	2
Accumulated benefit obligation	67		20		2		57		19		2
Fair value of plan assets	74		—		—		57		—		—

The Bank uses a discount rate to determine the present value of its future benefit obligations. The discount rate was determined based on the Citigroup Pension Discount Curve at the measurement date. The Citigroup Pension Discount Curve is a yield curve that reflects the market-observed yields for high-quality fixed income securities for each maturity. The projected benefit payments for each year from the plan are discounted using the spot rates on the yield curve to derive a single equivalent discount rate. The discount rate is reset annually on the measurement date. The discount rate used to determine the benefit obligations for the Cash Balance Plan and non-qualified defined benefit plans was 2.75% for 2019 and 3.75% for 2018. The discount rate used to determine the benefit obligations for the post-retirement health benefit plan was 3.00% for 2019 and 4.00% for 2018.

The expected return on plan assets was determined based on: (i) the historical returns for each asset class, (ii) the expected future long-term returns for these asset classes, and (iii) the plan's target asset allocation.

The table below presents the fair values of the Cash Balance Plan's assets as of December 31, 2019 and 2018, by asset category. See Note 19 – Fair Value for further information regarding the three levels of fair value measurement.

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	2019								2018
	Fair Value Measurement Using:								Fair Value Measurement Using:
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	2	$	—	$	—	$	2	$	1	$	—	$	—	$	1
Equity mutual funds	46		—		—		46		33		—		—		33
Fixed income mutual funds	21		—		—		21		19		—		—		19
Real estate mutual funds	3		—		—		3		2		—		—		2
Other mutual funds	2		—		—		2		2		—		—		2
Total	$	74	$	—	$	—	$	74	$	57	$	—	$	—	$	57

The Cash Balance Plan is administered by the Bank's Retirement Committee, which establishes the plan's Statement of Investment Policy and Objectives. The Retirement Committee has adopted a strategic asset allocation based on a stable distribution of assets among major asset classes. These asset classes include domestic large-, mid-, and small-capitalization equity investments; international equity investments; real return investments; and fixed income investments. The Retirement Committee has set the Cash Balance Plan's target allocation percentages for a mix of 60% equity, 10% real return, and 30% fixed income. The Retirement Committee reviews the performance of the Cash Balance Plan on a regular basis.

The Cash Balance Plan's weighted average asset allocation at December 31, 2019 and 2018, by asset category was as follows:

Asset Category	2019		2018
Cash and cash equivalents	2	%	3	%
Equity mutual funds	63		57
Fixed income mutual funds	28		33
Real estate mutual funds	4		4
Other mutual funds	3		3
Total	100	%	100	%

The Bank contributed $6 in 2019 and expects to contribute $3 in 2020 to the Cash Balance Plan. The Bank contributed $2 in 2019 and expects to contribute $3 in 2020 to the non-qualified defined benefit plans and postretirement health benefit plan.

The following are the estimated future benefit payments, which reflect expected future service, as appropriate:

Year	Cash Balance Plan		Non-Qualified Defined Benefit Plans		Postretirement Health Benefit Plan
2020	$	3	$	3	$	—
2021	4		1		—
2022	4		4		—
2023	4		1		—
2024	25		5		—
2025 – 2029	21		15		1

Defined Contribution Plans

Retirement Savings Plan. The Bank sponsors a qualified defined contribution retirement 401(k) savings plan, the Federal Home Loan Bank of San Francisco Savings Plan (Savings Plan). Contributions to the Savings Plan consist

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Notes to Financial Statements (continued)

of elective participant contributions of up to 20% of each participant's base compensation and a Bank matching contribution of up to 6% of each participant's base compensation. The Bank contributed approximately $2, $2, and $2 during the years ended December 31, 2019, 2018, and 2017, respectively.

Benefit Equalization Plan. The Bank sponsors a non-qualified retirement plan restoring benefits offered under the Savings Plan that have been limited by laws governing the plan. Contributions made during the years ended December 31, 2019, 2018, and 2017, were de minimis.

Deferred Compensation Plan. The Bank maintains a deferred compensation plan that is available to all eligible Bank officers. The defined contribution portion of the plan consists of two components: (i) officer or director deferral of current compensation, and (ii) make-up matching contributions for officers that would have been made by the Bank under the Savings Plan had the compensation not been deferred. The make-up benefits under the Deferred Compensation Plan vest according to the corresponding provisions of the Savings Plan. The Deferred Compensation Plan liability consists of the accumulated compensation deferrals and accrued earnings on the deferrals, as well as the make-up matching contributions and any accrued earnings on the contributions. The Bank’s obligation for this plan at December 31, 2019, 2018, and 2017, was $49, $41, and $44, respectively.

Incentive Compensation Plans

The Bank provides incentive compensation plans for its employees, including senior officers. Other liabilities include $17 and $14 for incentive compensation at December 31, 2019 and 2018, respectively.

Note 17 — Segment Information

The Bank uses an analysis of financial results based on the financial components and adjusted net interest income of two operating segments, the advances-related business and the mortgage-related business, as well as other financial information, to review and assess financial performance and determine financial management strategies related to the operations of these 2 business segments. For purposes of segment reporting, adjusted net interest income includes income and expense associated with net settlements from economic hedges that are recorded in “Net gain/(loss) on derivatives and hedging activities” in other income, excludes interest income and expense associated with ineffectiveness from fair value hedges that are recorded in the same line as the earnings effect of the hedged item, and excludes interest expense that is recorded in “Mandatorily redeemable capital stock.” Other key financial information, such as any credit-related OTTI losses on the Bank’s PLRMBS, other expenses, and assessments, is not included in the segment reporting analysis, but is incorporated into the Bank’s overall assessment of financial performance.

The advances-related business consists of advances and other credit products, related financing and hedging instruments, other non-MBS investments associated with the Bank’s role as a liquidity provider, and capital. Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on all assets associated with the business activities in this segment and the cost of funding those activities, including the net settlements from associated interest rate exchange agreements, and from earnings attributed to the Bank’s capital stock and retained earnings.

The mortgage-related business consists of MBS investments, mortgage loans acquired through the MPF Program, the consolidated obligations specifically identified as funding those assets, and related hedging instruments. Adjusted net interest income for this segment is derived primarily from the difference, or spread, between the yield on the MBS and mortgage loans and the cost of the consolidated obligations funding those assets. This includes the net settlements from associated interest rate exchange agreements and net accretion related income, which is a result of improvement in expected cash flows on certain other-than-temporarily-impaired PLRMBS, less the provision for credit losses on mortgage loans.

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The following table presents the Bank’s adjusted net interest income by operating segment and reconciles total adjusted net interest income to income before the AHP assessment for the years ended December 31, 2019, 2018, and 2017.

	Advances- Related Business		Mortgage- Related Business(1)		Adjusted Net Interest Income		Amortization of Basis Adjustments and (Gain)/Loss on Fair Value Hedges(2)			Income/(Expense) on Economic Hedges(3)			Interest Expense on Mandatorily Redeemable Capital Stock(4)		Net Interest Income After Mortgage Loan Loss Provision		Other Income/ (Loss)			Other Expense		Income Before AHP Assessment
2019	$	307	$	256	$	563	$	34		$	(16	)	$	14	$	531	$	21		$	187	$	365
2018	320		291		611		(1		)	(13		)	24		601		(11		)	187		403
2017	234		325		559		—			(40		)	32		567		78			224		421

(1) The mortgage-related business includes total accretion or amortization associated with other-than-temporarily impaired PLRMBS, which are recognized in interest income totaled $78, $81, and $93 for the years ended December 31, 2019, 2018, and 2017, respectively. The mortgage-related business does not include credit-related OTTI losses of $11, $11, and $16 for the years ended December 31, 2019, 2018, and 2017, respectively.

(2) Represents amortization of amounts deferred for adjusted net interest income purposes only and changes in fair value of the derivative hedging instrument and the hedged item attributable to the hedged risk for designated fair value hedges recorded in net interest income.

(3) The Bank includes income and expense associated with net settlements from economic hedges in adjusted net interest income in its analysis of financial performance for its 2 operating segments. For financial reporting purposes, the Bank does not include these amounts in net interest income in the Statements of Income, but instead records them in other income in “Net gain/(loss) on derivatives and hedging activities.”

(4) The Bank excludes interest expense on mandatorily redeemable capital stock from adjusted net interest income in its analysis of financial performance for its 2 operating segments.

The following table presents total assets by operating segment at December 31, 2019, 2018, and 2017.

	Advances- Related Business		Mortgage- Related Business		Total Assets
2019	$	85,709	$	21,133	$	106,842
2018	88,272		21,054		109,326
2017	103,426		19,959		123,385

Note 18 — Derivatives and Hedging Activities

General. The Bank may enter into interest rate swaps (including callable, putable, and basis swaps); and cap and floor agreements (collectively, interest rate exchange agreements or derivatives). Most of the Bank’s interest rate exchange agreements are executed in conjunction with the origination of advances or the issuance of consolidated obligations to create variable rate structures. The interest rate exchange agreements are generally executed at the same time the advances and consolidated obligations are transacted and generally have the same maturity dates as the related hedged instrument. The Bank transacts most of its derivatives with large banks and major broker-dealers. Some of these banks and broker-dealers or their affiliates buy, sell, and distribute consolidated obligations. Derivatives may be either uncleared or cleared. In an uncleared derivative transaction, the Bank’s counterparty is the executing bank or broker-dealer. In a cleared derivative transaction, the Bank may execute the transaction either directly with the executing bank or broker-dealer or on a swap execution facility, but in either case, the Bank’s counterparty is a derivatives clearing organization or clearinghouse once the derivative transaction has been accepted for clearing. The Bank is not a derivatives dealer and does not trade derivatives for short-term profit.

Additional uses of interest rate exchange agreements include: (i) offsetting embedded features in assets and liabilities, (ii) hedging anticipated issuance of debt, (iii) matching against consolidated obligation discount notes to create the equivalent of callable or non-callable fixed rate debt, (iv) modifying the repricing frequency of assets and liabilities, (v) matching against certain advances and consolidated obligations for which the Bank elected the fair value option, and (vi) exactly offsetting other derivatives cleared at a derivatives clearing organization. The Bank’s use of interest rate exchange agreements results in one of the following classifications: (i) a fair value hedge of an underlying financial instrument or (ii) an economic hedge of assets, liabilities, or other derivatives.

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Notes to Financial Statements (continued)

The Bank primarily uses the following interest rate exchange agreement instruments:

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

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

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

The Bank may have the following types of hedged items:

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

The Bank may also manage the risk arising from changing market prices or cash flows of investment securities classified as trading or AFS by entering into interest rate exchange agreements that offset the changes in fair value or cash flows of the securities. Hedge relationships that involve trading securities are designated as economic hedges, while hedge relationships that involve AFS securities are designated as fair value hedges. For trading securities that have been designated as an economic hedge, the market value changes of both the trading securities and the associated interest rate exchange agreements are included in other income in the Statements of Income. Beginning January 1, 2019, the Bank adopted new hedge accounting guidance, which, among other things, affects the presentation of gains and losses on derivatives and hedging activities for qualifying hedges, including fair value hedges of AFS securities. For AFS securities that have been hedged and qualify as a fair value hedge, the Bank records the portion of the change in the fair value of the investment related to the risk being hedged in interest income together with the related change in the fair value of the derivative, and records the remainder of the change in the fair value of the investment in AOCI as “Net unrealized gain/(loss) on AFS securities.”

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Notes to Financial Statements (continued)

Prior to January 1, 2019, for AFS securities that were hedged and qualified as a fair value hedge, the Bank recorded the portion of the change in the fair value of the investment related to the risk being hedged in non-interest income as “Net gain/(loss) on derivatives and hedging activities” together with the related change in the fair value of the derivative, and recorded the remainder of the change in the fair value of the investment in AOCI as “Net unrealized gain/(loss) on AFS securities.”

Advances – The Bank offers a wide range of advances structures to meet members’ funding needs. These advances may have maturities up to 30 years with fixed or adjustable rates and may include early termination features or options. The Bank may use derivatives to adjust the repricing and options characteristics of advances to more closely match the characteristics of the Bank’s funding liabilities. In general, whenever a member executes a fixed rate advance, fixed rate advance with embedded options, or a variable rate advance with embedded options, the Bank will simultaneously execute an interest rate exchange agreement with terms that offset the terms and any embedded options in the advance. The combination of the advance and the interest rate exchange agreement effectively creates a variable rate asset. Fixed rate advances without options that are offset with an interest rate exchange agreement are generally treated as fair value hedges. Advances with embedded options are recorded using the fair value option and are economically hedged using interest rate exchange agreements.

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

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

Consolidated Obligations – Consolidated obligation bonds may be structured to meet the Bank’s or the investors’ needs. Common structures include fixed rate bonds with or without call options and adjustable rate bonds with or without embedded options. In general, when bonds are issued, the Bank simultaneously executes an interest rate exchange agreement with terms that offset the terms and embedded options, if any, of the consolidated obligation bond. This combination of the consolidated obligation bond and the interest rate exchange agreement effectively creates an adjustable rate bond. These transactions generally receive fair value hedge accounting treatment.

When the Bank issues consolidated obligation discount notes, it may also simultaneously enter into an interest rate exchange agreement to convert the fixed rate discount note to an adjustable rate discount note. This type of hedge is treated as an economic hedge.

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

Offsetting Derivatives – The Bank enters into derivatives to offset the economic effect of other derivatives that are no longer designated to advances, investments, or consolidated obligations. Offsetting derivatives do not receive hedge accounting treatment and are separately marked to market through earnings. The net result of the accounting for these derivatives does not significantly affect the operating results of the Bank.

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Notes to Financial Statements (continued)

The notional amount of an interest rate exchange agreement serves as a factor in determining periodic interest payments or cash flows received and paid. However, the notional amount of derivatives represents neither the actual amounts exchanged nor the overall exposure of the Bank to credit risk and market risk. The risks of derivatives can be measured meaningfully on a portfolio basis by taking into account the counterparties, the types of derivatives, the items being hedged, and any offsets between the derivatives and the items being hedged.

For more information related to the Bank’s accounting policies for derivatives, see Note 1 – Summary of Significant Accounting Policies.

The following table summarizes the notional amount and fair value of derivative instruments, including the effect of netting adjustments and cash collateral as of December 31, 2019 and 2018. For purposes of this disclosure, the derivative values include the fair value of derivatives and related accrued interest.

	2019								2018
	Notional Amount of Derivatives		Derivative Assets			Derivative Liabilities			Notional Amount of Derivatives		Derivative Assets		Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps	$	39,622	$	31		$	370		$	40,504	$	20	$	93
Total	39,622		31			370			40,504		20		93
Derivatives not designated as hedging instruments:
Interest rate swaps	60,424		13			14			59,398		65		54
Interest rate caps and floors	980		—			—			1,563		1		—
Mortgage delivery commitments	46		—			—			12		—		—
Total	61,450		13			14			60,973		66		54
Total derivatives before netting and collateral adjustments	$	101,072	44			384			$	101,477	86		147
Netting adjustments and cash collateral(1)			(11		)	(384		)			99		(137		)
Total derivative assets and total derivative liabilities			$	33		$	—				$	185	$	10

(1) Amounts represent the application of the netting requirements that allow the Bank to settle positive and negative positions, and also cash collateral and related accrued interest held or placed with the same clearing agents and/or counterparty. Cash collateral posted and related accrued interest was $378 and $257 at December 31, 2019 and 2018, respectively. Cash collateral received and related accrued interest was $5 and $22 at December 31, 2019 and 2018, respectively.

Beginning on January 1, 2019, changes in fair value of the derivative hedging instrument and the hedged item attributable to the hedged risk for designated fair value hedges are recorded in net interest income in the same line as the earnings effect of the hedged item. Prior to January 1, 2019, for fair value hedges, any hedge ineffectiveness (which represented the amount by which the change in the fair value of the derivative differed from the change in the fair value of the hedged item) was recorded in other income as “Net gain/(loss) on derivatives and hedging activities.”

The following tables present, by type of hedged item, the gains and losses on fair value hedging relationships and the impact of those derivatives on the Bank’s Statements of Income for the years ended December 31, 2019, 2018, and 2017. Beginning on January 1, 2019, the gains and losses on derivatives include unrealized changes in fair value as well as net interest settlements.

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Notes to Financial Statements (continued)

	2019(1)
	Interest Income/(Expense)
	Advances			AFS Securities			Consolidated Obligation Bonds
Total interest income/(expense) presented in the Statements of Income	$	1,677		$	394		$	(1,631	)
Gain/(loss) on fair value hedging relationships
Derivatives(2)	$	(225	)	$	(377	)	$	41
Hedged items	240			341			(57		)
Net gain/(loss) on fair value hedging relationships	$	15		$	(36	)	$	(16	)

	2018(1)
	Interest Income/(Expense)							Other Income/(Loss)
	Advances		AFS Securities		Consolidated Obligation Bonds			Net Gain/(Loss) on Derivatives and Hedging Activities
Total income/(expense) presented in the Statements of Income	$	1,563	$	247	$	(1,393	)	$	5
Gain/(loss) on fair value hedging relationships
Derivatives(2)	$	51	$	3	$	(20	)	$	(164	)
Hedged items								157
Net gain/(loss) on fair value hedging relationships	$	51	$	3	$	(20	)	$	(7	)

	2017(1)
	Interest Income/(Expense)						Other Income/(Loss)
	Advances			Consolidated Obligation Bonds			Net Gain/(Loss) on Derivatives and Hedging Activities
Total income/(expense) presented in the Statements of Income	$	875		$	(713	)	$	(14	)
Gain/(loss) on fair value hedging relationships
Derivatives(2)	$	(27	)	$	27		$	22
Hedged items							(23		)
Net gain/(loss) on fair value hedging relationships	$	(27	)	$	27		$	(1	)

(1) Upon adoption of new hedge accounting guidance applied prospectively on January 1, 2019, interest amounts reported for 2019 for advances, investment securities, and consolidated obligation bonds include the realized and unrealized gain/(loss) on hedged items and derivatives in qualifying hedge relationships. Other income amounts reported for 2018 and 2017 include the realized and unrealized gain/(loss) on hedged items and derivatives in qualifying hedge relationships.

(2) Includes net interest settlements.

The following table presents the cumulative basis adjustments on hedged items designated as fair value hedges and the related amortized cost of the hedged items as of December 31, 2019.

	2019
Hedged Item Type	Amortized Cost of Hedged Asset/(Liability)(1)			Basis Adjustments for Active Hedging Relationships Included in Amortized Cost
Advances	$	22,900		$	204
AFS securities	12,877			431
Consolidated obligation bonds	(4,840		)	(9		)

(1) Includes only the portion of amortized cost representing the hedged items in fair value hedging relationships.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The following table presents the components of net gain/(loss) on derivatives and hedging activities as presented in the Statements of Income for the years ended December 31, 2019, 2018, and 2017. For fair value hedging relationships, the portion of net gain/(loss) representing hedge ineffectiveness is recorded in other income for periods prior to January 1, 2019.

	2019			2018			2017
	Gain/(Loss)			Gain/(Loss)			Gain/(Loss)
Derivatives designated as hedging instruments:
Interest rate swaps				$	(7	)	$	(1	)
Derivatives not designated as hedging instruments:
Economic hedges:
Interest rate swaps	$	(79	)	15			8
Interest rate caps and floors	(2		)	—			(5		)
Net settlements	(16		)	(13		)	(40		)
Mortgage delivery commitments	4			13			24
Total net gain/(loss) related to derivatives not designated as hedging instruments	(93		)	15			(13		)
Price alignment amount(1)	1			(3		)	—
Net gain/(loss) on derivatives and hedging activities	$	(92	)	$	5		$	(14	)

(1) This amount is for derivatives for which variation margin on cleared derivatives is characterized as a daily settled contract.

Credit Risk – The Bank is subject to credit risk from potential nonperformance by counterparties to the interest rate exchange agreements. All of the Bank’s agreements governing uncleared derivative transactions contain master netting provisions to help mitigate the credit risk exposure to each counterparty. The Bank manages counterparty credit risk through credit analyses and collateral requirements and by following the requirements of the Bank’s risk management policies, credit guidelines, and Finance Agency and other regulations. The Bank also requires credit support agreements on all uncleared derivatives.

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

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

The Bank’s agreements for uncleared derivative transactions contain provisions that link the Bank’s credit rating from Moody’s Investors Service and S&P Global Ratings to various rights and obligations. Certain of these derivative agreements provide that, if the Bank’s long-term debt rating falls below a specified rating (ranging from A3/A- to Baa3/BBB-), the Bank’s counterparty would have the right, but not the obligation, to terminate all of its outstanding derivative transactions with the Bank; the Bank’s agreements with its clearing agents for cleared

138

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

derivative transactions have similar provisions with respect to the debt rating of FHLBank System consolidated bonds. If this occurs, the Bank may choose to enter into replacement hedges, either by transferring the existing transactions to another counterparty or entering into new replacement transactions, based on prevailing market rates. The aggregate fair value of all uncleared derivative instruments with credit risk-related contingent features that were in a net derivative liability position (before cash collateral and related accrued interest) at December 31, 2019, was $354, for which the Bank had posted cash collateral of $371 in the ordinary course of business.

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

The following tables present separately the fair value of derivative assets and derivative liabilities that have met the netting requirements, including the related collateral received from or pledged to counterparties as of December 31, 2019 and 2018.

	2019
	Derivative Instruments Meeting Netting Requirements
	Amount Recognized		Gross Amount of Netting Adjustments and Cash Collateral			Total Derivative Assets and Total Derivative Liabilities		Noncash Collateral Not Offset That  Can Be Sold or Repledged			Net Amount
Derivative Assets
Uncleared	$	34	$	(16	)	$	18	$	—		$	18
Cleared	10		5			15		(381		)	396
Total						$	33				$	414
Derivative Liabilities
Uncleared	$	382	$	(382	)	$	—	$	—		$	—
Cleared	2		(2		)	—		—			—
Total						$	—				$	—

	2018
	Derivative Instruments Meeting Netting Requirements
	Amount Recognized		Gross Amount of Netting Adjustments and Cash Collateral			Total Derivative Assets and Total Derivative Liabilities
Derivative Assets
Uncleared	$	83	$	(82	)	$	1
Cleared	3		181			184
Total						$	185
Derivative Liabilities
Uncleared	$	129	$	(119	)	$	10
Cleared	18		(18		)	—
Total						$	10

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Note 19 — Fair Value

The following fair value amounts have been determined by the Bank using available market information and the Bank’s best judgment of appropriate valuation methods. These estimates are based on pertinent information available to the Bank at December 31, 2019 and 2018. Although the Bank uses its best judgment in estimating the fair value of these financial instruments, there are inherent limitations in any estimation technique or valuation methodology. For example, because an active secondary market does not exist for a portion of the Bank’s financial instruments, in certain cases fair values cannot be precisely quantified or verified and may change as economic and market factors and evaluation of those factors change. The Bank continues to refine its valuation methodologies as markets and products develop and the pricing for certain products becomes more or less transparent. While the Bank believes that its valuation methodologies are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a materially different estimate of fair value as of the reporting date. U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Therefore, the fair values are not necessarily indicative of the amounts that would be realized in current market transactions, although they do reflect the Bank’s judgment as to how a market participant would estimate the fair values. The fair value summary table does not represent an estimate of the overall market value of the Bank as a going concern, which would take into account future business opportunities and the net profitability of total assets and liabilities.

The following tables present the carrying value, the estimated fair value, and the fair value hierarchy level of the Bank’s financial instruments at December 31, 2019 and 2018. The Bank records trading securities, AFS securities, derivative assets, derivative liabilities, certain advances, certain consolidated obligations, and certain other assets at fair value on a recurring basis, and on occasion certain mortgage loans held for portfolio and certain other assets at fair value on a nonrecurring basis. The Bank records all other financial assets and liabilities at amortized cost. Refer to the following tables for further details about the financial assets and liabilities held at fair value on either a recurring or non-recurring basis.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	December 31, 2019
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Netting Adjustments and Cash Collateral(1)
Assets
Cash and due from banks	$	118	$	118	$	118	$	—	$	—	$	—
Interest-bearing deposits	2,269		2,269		2,269		—		—		—
Securities purchased under agreements to resell	7,000		7,000		—		7,000		—		—
Federal funds sold	3,562		3,562		—		3,562		—		—
Trading securities	1,766		1,766		—		1,766		—		—
AFS securities	15,495		15,495		—		12,898		2,597		—
HTM securities	7,545		7,566		—		7,181		385		—
Advances	65,374		65,492		—		65,492		—		—
Mortgage loans held for portfolio, net of allowance for credit losses on mortgage loans	3,314		3,332		—		3,332		—		—
Accrued interest receivable	139		139		—		139		—		—
Derivative assets, net(1)	33		33		—		44		—		(11		)
Other assets(2)	19		19		19		—		—		—
Liabilities
Deposits	537		537		—		537		—		—
Consolidated obligations:
Bonds	71,372		71,386		—		71,386		—		—
Discount notes	27,376		27,378		—		27,378		—		—
Total consolidated obligations	98,748		98,764		—		98,764		—		—
Mandatorily redeemable capital stock	138		138		138		—		—		—
Accrued interest payable	164		164		—		164		—		—
Derivative liabilities, net(1)	—		—		—		384		—		(384		)
Other
Standby letters of credit	32		32		—		32		—		—

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

	December 31, 2018
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Netting Adjustments and Cash Collateral(1)
Assets
Cash and due from banks	$	13	$	13	$	13	$	—	$	—	$	—
Interest-bearing deposits	2,555		2,555		2,555		—		—		—
Securities purchased under agreements to resell	7,300		7,299		—		7,299		—		—
Federal funds sold	3,845		3,846		—		3,846		—		—
Trading securities	661		661		—		661		—		—
AFS securities	6,931		6,931		—		3,774		3,157		—
HTM securities	11,089		11,047		—		10,362		685		—
Advances	73,434		73,462		—		73,462		—		—
Mortgage loans held for portfolio, net of allowance for credit losses on mortgage loans	3,066		2,975		—		2,975		—		—
Accrued interest receivable	133		133		—		133		—		—
Derivative assets, net(1)	185		185		—		86		—		99
Other assets(2)	16		16		16		—		—		—
Liabilities
Deposits	262		262		—		262		—		—
Consolidated obligations:
Bonds	72,276		72,079		—		72,079		—		—
Discount notes	29,182		29,178		—		29,178		—		—
Total consolidated obligations	101,458		101,257		—		101,257		—		—
Mandatorily redeemable capital stock	227		227		227		—		—		—
Borrowings from other FHLBanks	250		250		—		250		—		—
Accrued interest payable	155		155		—		155		—		—
Derivative liabilities, net(1)	10		10		—		147		—		(137		)
Other
Standby letters of credit	27		27		—		27		—		—

(1) Amounts represent the application of the netting requirements that allow the Bank to settle positive and negative positions, and also cash collateral and related accrued interest held or placed with the same clearing agents and/or counterparty.

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

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

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

• Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in an active market that the reporting entity can access on the measurement date. An active market for the asset or liability is a market in which

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

the transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Inputs other than quoted prices within Level 1 that are observable inputs for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the following: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in markets that are not active; (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves that are observable at commonly quoted intervals, and implied volatilities); and (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3 – Unobservable inputs for the asset or liability.

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

The following assets and liabilities, including those for which the Bank has elected the fair value option, are carried at fair value on the Statements of Condition as of December 31, 2019:

• Trading securities

• AFS securities

• Certain advances

• Derivative assets and liabilities

• Certain consolidated obligation bonds

• Certain other assets

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

Summary of Valuation Methodologies and Primary Inputs

The valuation methodologies and primary inputs used to develop the measurement of fair value for assets and liabilities that are measured at fair value on a recurring or nonrecurring basis in the Statements of Condition are listed below.

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

At least annually, the Bank conducts reviews of the multiple pricing vendors to update and confirm its understanding of the vendors’ pricing processes, methodologies, and control procedures.

The Bank’s valuation technique for estimating the fair values of its MBS first requires the establishment of a median vendor price for each security. If three prices are received, the middle price is the median price; if two prices are received, the average of the two prices is the median price; and if one price is received, it is the median price (and also the default fair value) subject to additional validation. All vendor prices that are within a specified

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

tolerance threshold of the median price are included in the cluster of vendor prices that are averaged to establish a default fair value. All vendor prices that are outside the threshold (outliers) are subject to further analysis including, but not limited to, comparison to prices provided by an additional third-party valuation service, prices for similar securities and/or dealer estimates, or use of internal model prices, which are deemed to be reflective of all relevant facts and circumstances that a market participant would consider. Such analysis is also applied in those limited instances where no third-party vendor price or only one third-party vendor price is available in order to arrive at an estimated fair value. If an outlier (or some other price identified in the analysis) is determined to be a better estimate of fair value, then the outlier (or the other price, as appropriate) is used as the fair value rather than the default fair value. If, instead, the analysis confirms that an outlier is (or outliers are) not representative of fair value and the default fair value is the best estimate, then the default fair value is used as the fair value.

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

As of December 31, 2019, multiple vendor prices were received for most of the Bank’s MBS, and the fair value estimates for most of those securities were determined in accordance with the Bank’s valuation technique based on these vendor prices. Based on the Bank’s reviews of the pricing methods employed by the third-party pricing vendors and the relative lack of dispersion among the vendor prices (or, in those instances in which there were outliers, the Bank’s additional analyses), the Bank believes that its fair value estimates are reasonable and that the fair value measurements are classified appropriately in the fair value hierarchy. Based on limited market liquidity for PLRMBS, the fair value measurements for these securities were classified as Level 3 within the fair value hierarchy.

Investment Securities – Non-MBS – To determine the estimated fair values of non-MBS investments, the Bank uses a market approach using prices from third-party pricing vendors, generally consistent with the methodologies for MBS. The Bank believes that its methodologies result in fair values that are reasonable and similar in all material respects based on the nature of the financial instruments being measured.

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

The Bank’s primary inputs for measuring the fair value of advances recorded under the fair value option are market-based consolidated obligation yield curve (CO Curve) inputs obtained from the Office of Finance. The CO Curve is then adjusted to reflect the rates on replacement advances with similar terms and collateral. These spread adjustments are not market-observable and are evaluated for significance in the overall fair value measurement and the fair value hierarchy level of the advance. The Bank obtains market-observable inputs for complex advances recorded under the fair value option. These inputs may include volatility assumptions, which are market-based expectations of future interest rate volatility implied from current market prices for similar options (swaption volatility and volatility skew). The discount rates used in these calculations are the replacement advance rates for advances with similar terms. Pursuant to the Finance Agency’s advances regulation, advances with an original term to maturity or repricing period greater than six months generally require a prepayment fee sufficient to make the Bank financially indifferent to the borrower’s decision to prepay the advances. The Bank determined that no adjustment is required to the fair value measurement of advances for prepayment fees. In addition, the Bank did not adjust its fair value measurement of advances recorded under the fair value option for creditworthiness primarily because advances were fully collateralized.

Other Assets – The estimated fair value of grantor trust assets is based on quoted market prices.

Derivative Assets and Liabilities – In general, derivative instruments transacted and held by the Bank for risk management activities are traded in over-the-counter markets where quoted market prices are not readily available.

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

These derivatives are interest rate-related. For these derivatives, the Bank measures fair value using internally developed discounted cash flow models that use market-observable inputs, such as swap rates and volatility assumptions, which are market-based expectations of future interest rate volatility implied from current market prices for similar options (swaption volatility and volatility skew), adjusted for counterparty credit risk, as necessary.

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

The fair values of the derivative assets and liabilities include accrued interest receivable/payable and cash collateral remitted to/received from counterparties. The estimated fair values of the accrued interest receivable/payable and cash collateral approximate their carrying values because of their short-term nature. The fair values of derivatives that met the netting requirements are presented on a net basis. If these netted amounts are positive, they are classified as an asset and, if negative, they are classified as a liability.

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

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

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

145

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

Fair Value Measurements. The tables below present the fair value of assets and liabilities, which are recorded on a recurring or nonrecurring basis at December 31, 2019 and 2018, by level within the fair value hierarchy.

December 31, 2019
	Fair Value Measurement Using:						Netting Adjustments  and Cash
	Level 1		Level 2		Level 3		Collateral(1)			Total
Recurring fair value measurements – Assets:
Trading securities:
U.S. obligations – Treasury securities	$	—	$	1,762	$	—	$	—		$	1,762
MBS – Other U.S. obligations – Ginnie Mae	—		4		—		—			4
Total trading securities	—		1,766		—		—			1,766
AFS securities:
U.S. obligations – Treasury securities	—		5,288		—		—			5,288
MBS:
GSEs – multifamily	—		7,610		—		—			7,610
PLRMBS	—		—		2,597		—			2,597
Subtotal MBS	—		7,610		2,597		—			10,207
Total AFS securities	—		12,898		2,597		—			15,495
Advances(2)	—		4,370		—		—			4,370
Derivative assets, net: interest rate-related	—		44		—		(11		)	33
Other assets	19		—		—		—			19
Total recurring fair value measurements – Assets	$	19	$	19,078	$	2,597	$	(11	)	$	21,683
Recurring fair value measurements – Liabilities:
Consolidated obligation bonds(3)	$	—	$	337	$	—	$	—		$	337
Derivative liabilities, net: interest rate-related	—		384		—		(384		)	—
Total recurring fair value measurements – Liabilities	$	—	$	721	$	—	$	(384	)	$	337
Nonrecurring fair value measurements – Assets:(4)
Impaired mortgage loans held for portfolio	$	—	$	—	$	1	$	—		$	1
Total nonrecurring fair value measurements – Assets	$	—	$	—	$	1	$	—		$	1

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Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

December 31, 2018
	Fair Value Measurement Using:						Netting Adjustments  and Cash
	Level 1		Level 2		Level 3		Collateral(1)			Total
Recurring fair value measurements – Assets:
Trading securities:
GSEs – FFCB bonds	$	—	$	656	$	—	$	—		$	656
MBS – Other U.S. obligations – Ginnie Mae	—		5		—		—			5
Total trading securities	—		661		—		—			661
AFS securities:
MBS – GSEs – multifamily	—		3,774		—		—			3,774
PLRMBS	—		—		3,157		—			3,157
Total AFS securities	—		3,774		3,157		—			6,931
Advances(2)	—		5,133		—		—			5,133
Derivative assets, net: interest rate-related	—		86		—		99			185
Other assets	16		—		—		—			16
Total recurring fair value measurements – Assets	$	16	$	9,654	$	3,157	$	99		$	12,926
Recurring fair value measurements – Liabilities:
Consolidated obligation bonds(3)	$	—	$	2,019	$	—	$	—		$	2,019
Derivative liabilities, net: interest rate-related	—		147		—		(137		)	10
Total recurring fair value measurements – Liabilities	$	—	$	2,166	$	—	$	(137	)	$	2,029
Nonrecurring fair value measurements – Assets:(4)
Impaired mortgage loans held for portfolio	$	—	$	—	$	2	$	—		$	2
Total nonrecurring fair value measurements – Assets	$	—	$	—	$	2	$	—		$	2

(1) Amounts represent the application of the netting requirements that allow the Bank to settle positive and negative positions, and also cash collateral and related accrued interest held or placed by the Bank, with the same clearing agents and/or counterparty.

(2) Represents advances recorded under the fair value option at December 31, 2019 and 2018.

(3) Represents consolidated obligation bonds recorded under the fair value option at December 31, 2019 and 2018.

(4) The fair value information presented is as of the date the fair value adjustment was recorded during the years ended December 31, 2019 and 2018.

The following table presents a reconciliation of the Bank’s AFS PLRMBS that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2019, 2018, and 2017.

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Notes to Financial Statements (continued)

	2019			2018			2017
Balance, beginning of the period	$	3,157		$	3,833		$	4,489
Total gain/(loss) realized and unrealized included in:
Interest income	78			81			92
Net OTTI loss, credit-related	(11		)	(11		)	(16		)
Unrealized gain/(loss) of other-than-temporarily impaired securities included in AOCI	(16		)	(38		)	195
Net amount of OTTI loss reclassified to/(from) other income/(loss)	(3		)	(12		)	6
Settlements	(609		)	(708		)	(933		)
Transfers of HTM securities to AFS securities	1			12			—
Balance, end of the period	$	2,597		$	3,157		$	3,833
Total amount of gain/(loss) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets and liabilities still held at the end of the period	$	62		$	70		$	75

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

The Bank elected the fair value option for certain financial instruments as follows:

• Adjustable rate advances with embedded caps and floors

• Callable fixed rate advances

• Putable fixed rate advances

• Fixed rate advances with partial prepayment symmetry

• Callable or non-callable floating rate consolidated obligation bonds with embedded caps

• Convertible consolidated obligation bonds

• Adjustable or fixed rate range accrual consolidated obligation bonds

• Ratchet consolidated obligation bonds

• Adjustable rate advances indexed to certain indices such as the Prime Rate, U.S. Treasury bill, and Federal funds effective rate

• Adjustable rate consolidated obligation bonds indexed to certain indices like the Prime Rate and U.S. Treasury bill

• Step-up callable bonds, which pay interest at increasing fixed rates for specified intervals over the life of the bond and can generally be called at the Bank’s option on the step-up dates

• Step-down callable bonds, which pay interest at decreasing fixed rates for specified intervals over the life of the bond and can generally be called at the Bank’s option on the step-down dates

The Bank has elected the fair value option for certain financial instruments to assist in mitigating potential earnings volatility that can arise from economic hedging relationships in which the carrying value of the hedged item is not adjusted for changes in fair value. The potential earnings volatility associated with using fair value only for the derivative is the Bank’s primary reason for electing the fair value option for financial assets and liabilities that do not qualify for hedge accounting or that have not previously met or may be at risk for not meeting the hedge effectiveness requirements.

148

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

The following table summarizes the activity related to financial assets and liabilities for which the Bank elected the fair value option during the years ended December 31, 2019, 2018, and 2017:

	2019						2018						2017
	Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds			Advances			Consolidated Obligation Bonds
Balance, beginning of the period	$	5,133		$	2,019		$	6,431		$	949		$	3,719		$	1,507
New transactions elected for fair value option	2,324			—			1,918			1,313			3,657			1,185
Maturities and terminations	(3,200		)	(1,688		)	(3,192		)	(245		)	(918		)	(1,745		)
Net gain/(loss) on advances and net (gain)/loss on consolidated obligation bonds from changes in fair value recognized in earnings	116			15			(25		)	(4		)	(31		)	—
Change in accrued interest	(3		)	(9		)	1			6			4			2
Balance, end of the period	$	4,370		$	337		$	5,133		$	2,019		$	6,431		$	949

For instruments for which the fair value option has been elected, the related contractual interest income and contractual interest expense are recorded as part of net interest income on the Statements of Income. The remaining changes in fair value for instruments for which the fair value option has been elected are recorded as net gains/ (losses) on financial instruments held under the fair value option in the Statements of Income, except for changes in fair value related to instrument-specific credit risk which are recorded in AOCI on the Statements of Condition. For advances and consolidated obligations recorded under the fair value option, the Bank determined that none of the remaining changes in fair value were related to instrument-specific credit risk for the years ended December 31, 2019, 2018, and 2017. In determining that there has been no change in instrument-specific credit risk period to period, the Bank primarily considered the following factors:

• The Bank is a federally chartered GSE, and as a result of this status, the consolidated obligations have historically received the same credit ratings as the government bond credit rating of the United States, even though they are not obligations of the United States and are not guaranteed by the United States.

• The Bank is jointly and severally liable with the other FHLBanks for the payment of principal and interest on all consolidated obligations of each of the FHLBanks.

The following table presents the difference between the aggregate remaining contractual principal balance outstanding and aggregate fair value of advances and consolidated obligation bonds for which the Bank elected the fair value option at December 31, 2019 and 2018:

	2019						2018
	Principal Balance		Fair Value		Fair Value Over/(Under) Principal Balance		Principal Balance		Fair Value		Fair Value Over/(Under) Principal Balance
Advances(1)	$	4,287	$	4,370	$	83	$	5,162	$	5,133	$	(29	)
Consolidated obligation bonds	335		337		2		2,024		2,019		(5		)

(1) At December 31, 2019 and 2018, none of these advances were 90 days or more past due or had been placed on nonaccrual status.

Note 20 — Commitments and Contingencies

As provided by the FHLBank Act or regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations, which are backed only by the financial resources of the FHLBanks. The joint and several liability regulation authorizes the Finance Agency to require any FHLBank to repay all or a portion of the principal or interest on consolidated obligations for which another FHLBank is the primary obligor. The regulations provide a general framework for addressing the possibility that an FHLBank may be unable to repay the consolidated obligations for which it is the primary obligor. The Bank has

149

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

never been asked or required to repay the principal or interest on any consolidated obligation on behalf of another FHLBank, and as of December 31, 2019, and through the filing date of this report, does not believe that it is probable that it will be asked to do so. The par value of the outstanding consolidated obligations of the FHLBanks was $1,025,895 at December 31, 2019, and $1,031,617 at December 31, 2018. The par value of the Bank’s participation in consolidated obligations was $98,817 at December 31, 2019, and $101,609 at December 31, 2018.

The joint and several liability regulation provides a general framework for addressing the possibility that an FHLBank may be unable to repay its participation in the consolidated obligations for which it is the primary obligor. In accordance with this regulation, the president of each FHLBank is required to provide a quarterly certification that, among other things, the FHLBank will remain capable of making full and timely payment of all its current obligations, including direct obligations.

In addition, the regulation requires that an FHLBank must provide written notice to the Finance Agency if at any time the FHLBank is unable to provide the quarterly certification; projects that it will be unable to fully meet all of its current obligations, including direct obligations, on a timely basis during the quarter; or negotiates or enters into an agreement with another FHLBank for financial assistance to meet its obligations. If an FHLBank gives any one of these notices (other than in a case of a temporary interruption in the FHLBank’s debt servicing operations resulting from an external event such as a natural disaster or a power failure), it must promptly file a consolidated obligations payment plan for Finance Agency approval specifying the measures the FHLBank will undertake to make full and timely payments of all its current obligations.

Notwithstanding any other provisions in the regulation, the regulation provides that the Finance Agency in its discretion may at any time order any FHLBank to make any principal or interest payment due on any consolidated obligation. To the extent an FHLBank makes any payment on any consolidated obligation on behalf of another FHLBank, the paying FHLBank is entitled to reimbursement from the FHLBank that is the primary obligor, which will have a corresponding obligation to reimburse the FHLBank for the payment and associated costs, including interest.

The regulation also provides that the Finance Agency may allocate the outstanding liability of an FHLBank for consolidated obligations among the other FHLBanks on a pro rata basis in proportion to each FHLBank’s participation in all consolidated obligations outstanding or in any other manner it may determine to ensure that the FHLBanks operate in a safe and sound manner.

Off-balance sheet commitments as of December 31, 2019 and 2018, were as follows:

	2019						2018
	Expire Within One Year		Expire After One Year		Total		Expire Within One Year		Expire After One Year		Total
Standby letters of credit outstanding	$	16,898	$	4,658	$	21,556	$	13,661	$	4,418	$	18,079
Commitments to issue consolidated obligation discount notes, par	805		—		805		350		—		350
Commitments to purchase mortgage loans	46		—		46		12		—		12

Standby letters of credit are generally issued for a fee on behalf of members to support their obligations to third parties. If the Bank is required to make a payment for a beneficiary’s drawing under a letter of credit, the amount is immediately due and payable by the member to the Bank and is charged to the member’s demand deposit account with the Bank. At December 31, 2019, the original terms of these standby letters of credit range from 3 days to 15 years, including a final expiration in 2034. The Bank monitors the creditworthiness of members that have standby letters of credit. The value of the Bank’s obligations related to standby letters of credit is recorded in other liabilities and amounted to $32 at December 31, 2019, and $27 at December 31, 2018. Standby letters of credit are fully collateralized at the time of issuance. Based on the Bank’s credit analyses of members’ financial condition and

150

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

collateral requirements, the Bank deemed it unnecessary to record any additional liability for credit losses on the letters of credit outstanding as of December 31, 2019 and 2018.

There were no commitments to fund advances at December 31, 2019 and 2018. Advances funded under advance commitments are fully collateralized at the time of funding (see Note 10 – Allowance for Credit Losses).

The Bank may enter into commitments that unconditionally obligate it to purchase mortgage loans from its members. Commitments are generally for periods not exceeding 60 days. Delivery commitments are recorded at fair value as derivative assets or derivative liabilities in the Statements of Condition.

The Bank has pledged securities as collateral related to derivatives. See Note 18 – Derivatives and Hedging Activities for additional information about the Bank’s pledged collateral and other credit-risk-related contingent features. As of December 31, 2019, the Bank had pledged total collateral of $759, including securities with a carrying value of $381, all of which may be repledged, and cash collateral and related accrued interest of $378 to counterparties and the clearinghouse that had market risk exposure to the Bank related to derivatives. As of December 31, 2018, the Bank had pledged total collateral of $257, which was comprised entirely of cash.

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

Other commitments and contingencies are discussed in Note 1 – Summary of Significant Accounting Policies, Note 8 – Advances, Note 9 – Mortgage Loans Held for Portfolio, Note 12 – Consolidated Obligations, Note 13 – Affordable Housing Program, Note 15 – Capital, Note 16 – Employee Retirement Plans and Incentive Compensation Plans, and Note 18 – Derivatives and Hedging Activities.

Note 21 — Transactions with Certain Members, Certain Nonmembers, and Other FHLBanks

Transactions with Members and Nonmembers. The Bank has a cooperative ownership structure under which current member institutions, certain former members, and certain other nonmembers own the capital stock of the Bank. Former members and nonmembers that have outstanding transactions with the Bank are required to maintain their investment in the Bank’s capital stock until their outstanding transactions mature or are paid off or until their capital stock is redeemed following the five-year redemption period for capital stock or is repurchased by the Bank, in accordance with the Bank’s capital requirements. (For further information on concentration risk, see Note 15 – Capital and Note 8 – Advances).

Under the FHLBank Act and Finance Agency regulations, each member eligible to vote is entitled to cast by ballot one vote for each share of stock that it was required to hold as of the record date, which is December 31, of the year prior to each election, subject to the limitation that no member may cast more votes than the average number of shares of the Bank’s stock that are required to be held by all members located in such member's state. As of and for the three-year period ending December 31, 2019, no shareholder owned 10% or more of the total voting interests in the Bank because of this statutory limit on members' voting rights.

All advances are made to members, and all mortgage loans held for portfolio were purchased from members. The Bank also maintains deposit accounts for members, certain former members, and certain other nonmembers primarily to facilitate settlement activities that are directly related to advances and mortgage loan purchases. All transactions with members and their affiliates are entered into in the ordinary course of business.

The Bank may invest in Federal funds sold, interest-bearing deposits, commercial paper, and MBS and executes derivative transactions with members or their affiliates. The Bank purchases MBS through securities brokers or dealers and executes all MBS investments without preference to the status of the counterparty or the issuer of the investment as a nonmember, member, or affiliate of a member. When the Bank executes non-MBS investments with a member, the Bank may give consideration to the member’s secured credit and the Bank’s advances pricing.

151

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

As an additional service to its members, the Bank has in the past entered into offsetting interest rate exchange agreements, acting as an intermediary between exactly offsetting derivative transactions with members and other counterparties. These transactions were executed at market rates.

The FHLBank Act requires the Bank to establish an AHP. The Bank provides subsidies to members, which use the funds to assist in the purchase, construction, or rehabilitation of housing for very low-, low-, and moderate-income households. Subsidies may be in the form of direct grants or below-market interest rate advances. Only Bank members, along with their nonmember AHP project sponsors, may submit AHP applications. All AHP subsidies are made in the ordinary course of business.

The FHLBank Act also requires the Bank to establish a Community Investment Program and authorizes the Bank to offer additional Community Investment Cash Advance (CICA) programs. Under these programs, the Bank provides subsidies in the form of grants and below-market interest rate advances to members or standby letters of credit for members for community lending and economic development projects. Only Bank members and qualified housing associates may submit applications for CICA subsidies. All CICA subsidies are made in the ordinary course of business.

In instances where the member has an officer or director serving on the Bank’s Board of Directors, all of the aforementioned transactions with the member are subject to the same eligibility and credit criteria, as well as the same conditions, as comparable transactions with all other members, in accordance with regulations governing the operations of the FHLBanks. The following tables set forth information at the dates and for the periods indicated with respect to transactions with members that have an officer or director serving on the Bank’s Board of Directors.

	December 31, 2019		December 31, 2018
Assets:
Advances	$	3,697	$	4,192
Mortgage loans held for portfolio	8		11
Accrued interest receivable	6		7
Liabilities:
Deposits	$	22	$	11
Capital:
Capital Stock	$	132	$	149

	For the Years Ended December 31,
	2019		2018		2017
Interest Income:
Advances	$	87	$	81	$	41
Mortgage loans held for portfolio	—		1		1

Transactions with Other FHLBanks. The Bank may occasionally enter into transactions with other FHLBanks. These transactions are summarized below.

Deposits with other FHLBanks. The Bank may, from time to time, maintain deposits with other FHLBanks. Deposits with other FHLBanks totaled $1 and $1 at December 31, 2019 and 2018, respectively, which were recorded in the Statements of Condition in the Cash and due from banks line item.

Overnight Funds. The Bank may borrow or lend unsecured overnight funds from or to other FHLBanks. All such transactions are at current market rates. Interest income and interest expense related to these transactions with other FHLBanks are included in interest income and interest expense in the Statements of Income. Balances outstanding at period end with other FHLBanks, if any, are identified in the Bank’s financial statements. During the years ended

152

Federal Home Loan Bank of San Francisco

Notes to Financial Statements (continued)

December 31, 2019, 2018, and 2017, the Bank extended overnight loans to other FHLBanks for $1,450, $780, and $1,505, respectively. During the years ended December 31, 2019, 2018, and 2017, the Bank borrowed $2,245, $2,020, and $240, respectively, from other FHLBanks. The impact to net interest income related to these transactions was de minimis for all periods in this report.

MPF Mortgage Loans. The Bank pays a transaction services fee to the FHLBank of Chicago for its participation in the MPF program. This fee is assessed monthly and is based on the amount of mortgage loans in which the Bank invested and which remain outstanding on its Statements of Condition. For the years ended December 31, 2019, 2018, and 2017, the Bank recorded $3 and $2, and $1, respectively, in MPF membership fee expense and transaction services fee expense to the FHLBank of Chicago.

In addition, the Bank receives a counterparty fee from the FHLBank of Chicago for facilitating the sale of loans under the MPF program. For the years ended December 31, 2019, 2018, and 2017, the Bank recorded de minimis amounts in MPF counterparty fee income from the FHLBank of Chicago, which were recorded in the Statements of Income as other income.

Consolidated Obligations. The Bank may, from time to time, transfer to or assume from another FHLBank the outstanding primary liability for FHLBank consolidated obligations. During the years ended December 31, 2019, 2018, and 2017, the Bank did not transfer any debt to other FHLBanks or assume any debt from other FHLBanks.

Transactions with the Office of Finance. The Bank’s proportionate share of the cost of operating the Office of Finance is identified in the Statements of Income.

Note 22 — Other

The table below discloses the categories included in other operating expense for the years ended December 31, 2019, 2018, and 2017.

	2019		2018		2017
Professional and contract services	$	38	$	37	$	39
Travel	2		2		2
Occupancy	15		10		7
Equipment	8		12		16
Other	10		6		6
Total	$	73	$	67	$	70

Note 23 — Subsequent Events

There were no material subsequent events identified, subsequent to December 31, 2019, until the time of the Form 10‑K filing with the Securities and Exchange Commission.

153

Supplementary Financial Data (Unaudited)

Supplementary financial data for each full quarter in the years ended December 31, 2019 and 2018, are included in the following tables (dollars in millions except per share amounts).

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30,  2019			March 31, 2019
Interest income	$	613		$	654		$	729		$	786
Interest expense	448			542			619			642
Net interest income	165			112			110			144
Provision for/(reversal of) credit losses on mortgage loans	—			—			—			—
Other income/(loss)	10			3			(7		)	15
Other expense	49			47			48			43
Assessments	13			7			6			12
Net income/(loss)	$	113		$	61		$	49		$	104
Dividends declared per share	$	1.76		$	1.76		$	1.75		$	1.73
Annualized dividend rate	7.00		%	7.00		%	7.00		%	7.00		%

	Three Months Ended
	December 31, 2018			September 30, 2018			June 30,  2018			March 31, 2018
Interest income	$	703		$	640		$	621		$	596
Interest expense	557			487			467			448
Net interest income	146			153			154			148
Provision for/(reversal of) credit losses on mortgage loans	—			—			—			—
Other income/(loss)	(15		)	7			5			(8		)
Other expense	49			46			43			49
Assessments	9			12			12			10
Net income/(loss)	$	73		$	102		$	104		$	81
Dividends declared per share(1)	$	3.39		$	1.76		$	1.75		$	1.73
Annualized dividend rate(1)	13.44		%	7.00		%	7.00		%	7.00		%

(1) In the fourth quarter of 2018, the amount of dividends declared per share includes a special dividend of $1.62 at an annualized dividend rate of 6.44%.

154

Investments

Supplementary financial data on the carrying values of the Bank’s investments as of December 31, 2019, 2018, and 2017, are included in the tables below.

(In millions)	2019		2018		2017
Trading securities:
U.S. government corporations and GSEs – FFCB bonds	$	—	$	656	$	1,158
U.S. obligations – Treasury securities	1,762		—		—
MBS – Other U.S. obligations – Ginnie Mae	4		5		6
Total trading securities	1,766		661		1,164
AFS securities:
U.S. obligations – Treasury securities	5,288		—		—
MBS:
GSEs:
Freddie Mac	777		407		—
Fannie Mae	6,833		3,367		—
PLRMBS	2,597		3,157		3,833
Total AFS securities	15,495		6,931		3,833
HTM securities:
Certificates of deposits	—		—		500
States and political subdivisions:
Housing finance agency bonds – CalHFA bonds	—		100		187
MBS:
Other U.S. obligations – Ginnie Mae	470		609		751
GSEs:
Freddie Mac	3,688		5,450		6,690
Fannie Mae	3,003		4,341		5,731
PLRMBS	384		589		821
Total HTM securities	7,545		11,089		14,680
Total securities	24,806		18,681		19,677
Securities purchased under agreements to resell	7,000		7,300		11,750
Federal funds sold	3,562		3,845		11,028
Interest-bearing deposits	2,269		2,555		1,115
Total investments	$	37,637	$	32,381	$	43,570

155

As of December 31, 2019, the Bank’s investments had the following maturity (based on contractual final principal payment) and yield characteristics.

(Dollars in millions)	Within One Year			After One Year But Within Five Years			After Five Years But Within Ten Years			After Ten Years			Carrying Value
Trading securities:
U.S. obligations – Treasury securities	$	—		$	1,762		$	—		$	—		$	1,762
MBS – Other U.S. obligations – Ginnie Mae	—			1			3			—			4
Total trading securities	—			1,763			3			—			1,766
Yield on trading securities	—		%	2.11		%	3.67		%	—		%	2.11		%
AFS securities:
U.S. obligations – Treasury securities	2,312			2,976			—			—			5,288
MBS:
GSEs multifamily:
Freddie Mac	—			—			335			442			777
Fannie Mae	—			—			3,571			3,262			6,833
Subtotal GSEs multifamily	—			—			3,906			3,704			7,610
PLRMBS	—			—			—			2,597			2,597
Total AFS securities	2,312			2,976			3,906			6,301			15,495
Yield on AFS securities	2.31		%	2.22		%	3.16		%	5.16		%	3.64		%
HTM securities:
MBS:
Other U.S. obligations – single-family – Ginnie Mae	—			—			—			470			470
GSEs single-family:
Freddie Mac	—			1			22			1,040			1,063
Fannie Mae	—			1			27			1,816			1,844
Subtotal GSEs single-family	—			2			49			2,856			2,907
GSEs multifamily:
Freddie Mac	—			1,065			1,560			—			2,625
Fannie Mae	—			87			1,072			—			1,159
Subtotal GSEs multifamily	—			1,152			2,632			—			3,784
PLRMBS	—			—			26			358			384
Total HTM securities	—			1,154			2,707			3,684			7,545
Yield on HTM securities	3.22		%	2.07		%	2.14		%	2.79		%	2.45		%
Total securities	2,312			5,893			6,616			9,985			24,806
Yield on total securities	2.31		%	2.16		%	2.74		%	4.26		%	3.16		%
Securities purchased under agreements to resell	7,000			—			—			—			7,000
Federal funds sold	3,562			—			—			—			3,562
Interest-bearing deposits	2,269			—			—			—			2,269
Total investments	$	15,143		$	5,893		$	6,616		$	9,985		$	37,637

156

Mortgage Loan Data

The unpaid principal balances of delinquent mortgage loans for the past five years were as follows:

(Dollars in millions)	2019			2018			2017			2016			2015
30 - 59 days delinquent	$	14		$	15		$	8		$	7		$	10
60 - 89 days delinquent	2			2			2			3			5
90 days or more delinquent	7			9			12			15			18
Total past due	23			26			22			25			33
Total current loans	3,203			2,941			1,983			789			620
Total mortgage loans	$	3,226		$	2,967		$	2,005		$	814		$	653
In process of foreclosure, included above(1)	$	—		$	3		$	3		$	5		$	7
Nonaccrual loans	$	7		$	9		$	12		$	15		$	18
Delinquencies as a percentage of total mortgage loans outstanding	0.73		%	0.86		%	1.11		%	3.12		%	5.05		%
Serious delinquencies as a percentage of total mortgage loans outstanding(2)	0.22		%	0.32		%	0.61		%	1.83		%	2.79		%

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

(2) Represents loans that are 90 days or more past due or in the process of foreclosure as a percentage of the unpaid principal balance of total mortgage loans outstanding.

For the past five years, net charge-offs, the provision for credit losses, and the interest on nonaccrual loans that was contractually due and recognized in income were immaterial.

Geographic Concentration of Mortgage Loans⁽¹⁾ 

	December 31, 2019		December 31, 2018
California	92.61	%	91.42	%
Arizona	0.98		1.05
Texas	0.71		0.78
New York	0.69		0.71
Washington	0.50		0.51
All others(2)	4.51		5.53
Total	100.00	%	100.00	%

(1) Percentages calculated based on the unpaid principal balance at the end of each period.

(2) None of the remaining states represented more than 0.48% and 0.61% of the portfolio at December 31, 2019 and 2018, respectively.

157

Short-Term Borrowings

Borrowings with original maturities of one year or less are classified as short-term. The following is a summary of short-term borrowings for the years ended December 31, 2019, 2018, and 2017:

	Consolidated Obligation Discount Notes									Consolidated Obligation Bonds With Original Maturities of One Year or Less
(Dollars in millions)	2019			2018			2017			2019			2018			2017
Outstanding at end of the period	$	27,376		$	29,182		$	30,440		$	24,598		$	41,704		$	46,047
Weighted average rate at end of the period	1.61		%	2.32		%	1.24		%	1.64		%	2.28		%	1.23		%
Daily average outstanding for the period	$	26,714		$	29,644		$	33,657		$	34,127		$	40,349		$	25,927
Weighted average rate for the period	2.24		%	1.81		%	0.85		%	2.17		%	1.85		%	0.94		%
Highest outstanding at any monthend	$	32,983		$	42,509		$	38,632		$	45,649		$	42,845		$	46,047

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The senior management of the Federal Home Loan Bank of San Francisco (Bank) is responsible for establishing and maintaining a system of disclosure controls and procedures designed to ensure that information required to be disclosed by the Bank in the reports filed or submitted under the Securities Exchange Act of 1934 (1934 Act) is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The Bank’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Bank in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Bank’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the Bank’s disclosure controls and procedures, the Bank’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Bank’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of controls and procedures.

Management of the Bank has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the participation of the president and chief executive officer and executive vice president and chief financial officer as of the end of the period covered by this report. Based on that evaluation, the Bank’s president and chief executive officer and executive vice president and chief financial officer have concluded that the Bank’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Internal Control Over Financial Reporting

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the 1934 Act as a process designed by, or under the supervision of, the Bank’s principal executive and principal financial officers and effected by the Bank’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and includes those policies and procedures that:

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• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Bank;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Bank are being made only in accordance with authorizations of management and directors of the Bank; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

During the three months ended December 31, 2019, there were no changes in the Bank’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting. For management’s assessment of the Bank’s internal control over financial reporting, refer to “Item 8. Financial Statements and Supplementary Data – Management’s Report on Internal Control Over Financial Reporting.”

Consolidated Obligations

The Bank’s disclosure controls and procedures include controls and procedures for accumulating and communicating information in compliance with the Bank’s disclosure and financial reporting requirements relating to the joint and several liability for the consolidated obligations of the Federal Home Loan Banks (FHLBanks). Because the FHLBanks are independently managed and operated, the Bank’s management relies on information that is provided or disseminated by the Federal Housing Finance Agency (Finance Agency), the Office of Finance, and the other FHLBanks, as well as on published FHLBank credit ratings, in determining whether the joint and several liability regulation is reasonably likely to result in a direct obligation for the Bank or whether it is reasonably possible that the Bank will accrue a direct liability.

The Bank’s management also relies on the operation of the joint and several liability regulation. The joint and several liability regulation requires that each FHLBank file with the Finance Agency a quarterly certification that it will remain capable of making full and timely payment of all of its current obligations, including direct obligations, coming due during the next quarter. In addition, if an FHLBank cannot make such a certification or if it projects that it may be unable to meet its current obligations during the next quarter on a timely basis, it must file a notice with the Finance Agency. Under the joint and several liability regulation, the Finance Agency may order any FHLBank to make principal and interest payments on any consolidated obligations of any other FHLBank, or allocate the outstanding liability of an FHLBank among all remaining FHLBanks on a pro rata basis in proportion to each FHLBank’s participation in all consolidated obligations outstanding or on any other basis.

ITEM 9B. OTHER INFORMATION

On February 6, 2020, the Federal Home Loan Bank of San Francisco announced that J. Gregory Seibly, President and Chief Executive Officer, had given notice of his resignation effective February 28, 2020, and that the Board of Directors had named Stephen P. Traynor, Executive Vice President and Chief Banking Officer, as Acting President and Chief Executive Officer, effective upon Mr. Seibly’ s resignation. On the same date, MUFG Union Bank, National Association, announced that Mr. Seibly will be joining as President of MUFG Union Bank, National Association, and Head of Regional Banking, effective March 2, 2020. MUFG Union Bank, National Association, is a member of the Bank. As of December 31, 2019, MUFG Union Bank, National Association, was beneficial owner of more than 5% of the Bank’s outstanding capital stock. The Bank extends credit in the ordinary course of business to MUFG Union Bank, National Association, on market terms that are no more favorable to them than the terms of comparable transactions with other members. As a member institution, MUFG Union Bank, National Association, also participates in the Bank’s Affordable Housing Program and Community Investment Cash Advance programs, and transactions under these programs involving MUFG Union Bank, National Association, are subject to the same eligibility and other program criteria and requirements as all other comparable transactions and to the regulations governing the operations of the relevant program. The Bank may also be the primary obligor on debt issued in the form of Federal Home Loan Bank System consolidated obligations using underwriters and dealers that are affiliates of MUFG Union Bank, National Association, which are transactions in the ordinary course of the Bank’s business and are market rate transactions.

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PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Board of Directors (Board) of the Federal Home Loan Bank of San Francisco (Bank) is composed of member directors and nonmember independent directors. Each year the Federal Housing Finance Agency (Finance Agency) designates the total number of director positions for the Bank for the following year. Member director positions are allocated to each of the three states in the Bank’s district. The allocation is based on the number of shares of capital stock required to be held by the members in each of the three states as of December 31 of the preceding calendar year (the record date), with at least one member director position allocated to each state and at least three member director positions allocated to California. Of the eight member director positions designated by the Finance Agency for 2019 and 2020, one was allocated to Arizona, six were allocated to California, and one was allocated to Nevada. The nonmember independent director positions on the Board must be at least two-fifths of the number of member director positions and at least two of them must be public interest director positions. The Finance Agency designated seven nonmember independent director positions for 2019 and 2020, two of which were public interest director positions.

The Bank holds elections each year for the director positions with terms ending at yearend, with new terms beginning the following January 1. For member director positions, members located in the relevant states as of the record date are eligible to participate in the election for the state in which they are located. For nonmember independent director positions, all members located in the district as of the record date are eligible to participate in the election. For each director position to be filled, an eligible institution may cast one vote for each share of capital stock it was required to hold as of the record date (according to the requirements of the Bank’s capital plan), except that an eligible institution's votes for each director position to be filled may not exceed the average number of shares of capital stock required to be held by all of the members in that state as of the record date. In the case of an election to fill more than one member director position for a state, an eligible institution may not cumulate or divide its block of eligible votes. Interim vacancies in director positions are filled by the Board. The Board does not solicit proxies, nor are eligible institutions permitted to solicit or use proxies to cast their votes in an election.

Candidates for member director positions are not nominated by the Bank’s Board. As provided for in the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act), member director candidates are nominated by the institutions eligible to participate in the election in the relevant state. Candidates for nonmember independent director positions are nominated by the Board, following consultation with the Bank’s Affordable Housing Advisory Council, and are reviewed by the Finance Agency. The Bank’s Governance Committee performs certain functions that are similar to the functions of a nominating committee with respect to the nomination of nonmember independent directors. If only one individual is nominated by the Board for each open nonmember independent director position, that individual must receive at least 20% of the eligible votes to be declared elected; and if two or more individuals are nominated by the Board for any single open nonmember independent director position, the individual receiving the highest number of votes cast in the election must be declared elected by the Bank.

Each member director must be a citizen of the United States and must be an officer or director of a member of the Bank (located in the state to which the director position has been allocated) that meets all minimum capital requirements established by the member's appropriate Federal banking agency or appropriate state regulator. There are no other eligibility or qualification requirements in the FHLBank Act or the regulations governing the Federal Home Loan Banks (FHLBanks) for member directors. Each nonmember independent director must be a United States citizen and must maintain a principal residence in a state in the Bank’s district (or own or lease a residence in the district and be employed in the district). In addition, the individual may not be an officer of any FHLBank or a director, officer, or employee of any member of the Bank or of any recipient of advances from the Bank. Each nonmember independent director who serves as a public interest director must have more than four years of personal experience in representing consumer or community interests in banking services, credit needs, housing, or financial consumer protection. Each nonmember independent director other than a public interest director must have knowledge of, or experience in, financial management, auditing or accounting, risk management practices, derivatives, project development, organizational management, or law.

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The term for each director position is four years (unless a shorter term is assigned by the Finance Agency for staggering purposes), and directors are subject to a limit on the number of consecutive terms they may serve. A director elected to three consecutive full terms on the Board is not eligible for election to a term that begins earlier than two years after the expiration of the third consecutive term. On an annual basis, the Bank’s Board performs a Board assessment that includes consideration of the directors' backgrounds, experience, expertise, Board service, and other factors. Also on an annual basis, each director certifies to the Bank that he or she continues to meet all applicable statutory and regulatory eligibility and qualification requirements. In connection with the election or appointment of a nonmember independent director, the nonmember independent director completes an application form providing information to demonstrate his or her eligibility and qualifications to serve on the Board. As of the filing date of this Form 10-K, nothing has come to the attention of the Board or management to indicate that any of the current Board members do not continue to possess the necessary experience, qualifications, attributes, or skills expected of the directors to serve on the Bank’s Board, as described in each director's biography below.

Information regarding the current directors and executive officers of the Bank is provided below. There are no family relationships among the directors or executive officers of the Bank. The Bank’s Code of Conduct for Senior Officers, which applies to the president, executive vice presidents, certain senior vice presidents, and such other employee serving in a financial reporting oversight role as determined from time to time by the chief financial officer, and any amendments or waivers to the code are disclosed on the Bank’s website located at www.fhlbsf.com.

The charter of the Audit Committee of the Bank’s Board is available on the Bank’s website at www.fhlbsf.com.

Board of Directors

The following table sets forth information (ages as of February 29, 2020) regarding each of the Bank’s directors.

Name	Age	Director Since	Expiration of Current Term
F. Daniel Siciliano, Chair(1)	49	2017	2020
Simone Lagomarsino, Vice Chair(2)(6)(8)(9)	58	2013	2020
Jeffrey K. Ball(3)(8)	55	2018	2020
Marangal (Marito) Domingo(2)(7)	59	2018	2021
Melinda Guzman(1)(7)(9)	56	2009	2023
Matthew Hendricksen(4)(6)	40	2020	2023
John F. (Jack) Luikart(1)(6)(7)	70	2007	2021
Shruti Miyashiro(2)(6)	49	2020	2023
Kevin Murray(1)	59	2008	2023
Robert F. Nielsen(1)(8)(9)	73	2009	2020
Joan Opp(2)(6)(8)	53	2018	2021
Brian M. Riley(5)	55	2015	2022
Scott C. Syphax(1)(7)	56	2002	2022
Virginia A. Varela(2)	60	2019	2022
John T. Wasley(1)(7)(9)	58	2007	2021

(1) Elected as a nonmember independent director by the Bank members eligible to vote. Ms. Guzman also served as an appointive director from April 19, 2007, to December 31, 2008. Mr. Nielsen also served as an appointive director from April 19, 2007, to December 31, 2008, and from 1999 to 2001. Mr. Wasley also served as an appointive director from 2003 to 2005. With the enactment of the Housing and Economic Recovery Act of 2008 on July 30, 2008, the director positions previously appointed by the Federal Housing Finance Board (appointive director positions) became known as nonmember independent director positions, and the method for filling these positions was changed to election by the Bank members eligible to vote.

(2) Elected by the Bank’s California members eligible to vote.

(3) Mr. Ball was selected by the Board to fill a vacant California member director position effective January 1, 2018.    

(4) Elected by the Bank’s Nevada members eligible to vote.

(5) Elected by the Bank’s Arizona members eligible to vote.

(6) Member of the Audit Committee in 2020.

(7) Member of the Compensation and Human Resources Committee in 2020.

(8) Member of the Audit Committee in 2019. Former director Craig Blunden was on the Audit Committee in 2019.

(9) Member of the Compensation and Human Resources Committee in 2019. Former director Brad Beal was on the Compensation and Human Resources Committee in 2019.

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The Board has determined that Ms. Opp is an “audit committee financial expert” within the meaning of the Securities and Exchange Commission (SEC) rules. The Bank is required by SEC rules to disclose whether Ms. Opp is independent and is required to use a definition of independence from a national securities exchange or national securities association. The Bank has elected to use the National Association of Securities Dealers Automated Quotations (NASDAQ) definition of independence, and under that definition, Ms. Opp is independent. In addition, Ms. Opp is independent according to the rules governing the FHLBanks applicable to members of the audit committees of the boards of directors of the FHLBanks and the independence rules under Section 10A(m) of the Securities Exchange Act of 1934.

F. Daniel Siciliano, Chair

F. Daniel Siciliano is a Stanford Law School fellow (Codex) and was the co-founder of Stanford’s Rock Center for Corporate Governance. He has previously served as professor of the practice of law, faculty director of the Rock Center for Corporate Governance, and associate dean for executive education and special programs at Stanford Law School, Stanford, California. Mr. Siciliano is currently the chair of the board of trustees of the American Immigration Council and on the planning committee of the We Robot Conference on AI, Robotics, and Public Policy. As of 2011, he has been an advisory board member and visiting professor for the Corporate Governance Center and Law School of Pontificia Universidad Católica de Chile. Previously, he was co-founder, chief executive officer, and executive chairman of LawLogix Group, Inc., a privately held software technology company from 2000 to October 2015. Mr. Siciliano’s current and previous positions as a law professor and director at Stanford’s Rock Center for Corporate Governance, his previous experience as an executive officer of a software technology company; and his involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management as indicated by his background, support Mr. Siciliano’s qualifications to serve on the Bank’s Board.

Simone Lagomarsino, Vice Chair

Simone Lagomarsino has been president and chief executive officer of Luther Burbank Savings, Santa Rosa, California, since January 2019, and a director since November 2018. She is also currently on the board of Hannon Armstrong, a REIT that provides capital to leading companies in energy efficiency, renewable energy, and other sustainable infrastructure markets. Previously, she was a director of Pacific Premier Bank, Irvine, California, and its holding company, Pacific Premier Bancorp, from April 2017 through November 2018. Ms. Lagomarsino has also been the president and chief executive officer of the Western Bankers Association (formerly California Bankers Association) since April 2017. Prior to that she was chief executive officer and a director of Heritage Oaks Bank and president of Heritage Oaks Bancorp, Paso Robles, California, from September 2011, until its merger with Pacific Premier Bank in April 2017. She also held the position of president of Heritage Oaks Bank from January 2012 through December 2014. Prior to that, Ms. Lagomarsino was president and chief executive officer of Kinecta Federal Credit Union from June 2006 through January 2010. She is a financial services professional with more than 30 years of experience in executive positions. Ms. Lagomarsino's current position as the principal executive officer of a Bank member, her previous director and executive officer positions with other financial institutions, and her involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by her background, support Ms. Lagomarsino's qualifications to serve on the Bank's Board.

Jeffrey K. Ball

Jeffrey K. Ball is the founder of Friendly Hills Bank, Whittier, California, and has been its president, its chief executive officer, and a director, since 2006. He is also currently on the board of Data Center, Inc., a bank technology company based in Hutchinson, Kansas, where he serves as chairman of the Audit Committee. Mr. Ball previously was a member of the executive committee and board of directors of the American Bankers Association, where he served as chairman of the Government Relations Council Administrative Committee and as a member of the Grassroots Committee. He is a past chairman of the Western Bankers Association (formerly California Bankers Association), where he currently serves on the board of directors and is chairman of the Federal Government Relations Committee. He was the lead petitioner for the establishment of the Kinetic Academy Charter School in

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Huntington Beach, California, where he currently serves as board chair, and also served by appointment as co-chairman of the Legal Services Trust Fund of the State Bar of California. Mr. Ball’s current position as the principal executive officer of a Bank member, his current position and experience as a board member and audit committee chairman of a financial technology company, and his involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by his background, support Mr. Ball’s qualifications to serve on the Bank’s Board.

Marangal (Marito) Domingo

Marangal (Marito) Domingo has been the chief investment officer and chief credit officer of First Technology Federal Credit Union, Mountain View, California, since March 2013. Prior to that, he was executive vice president and chief financial officer of Pacific Trust Bank from 2011 to 2012. Mr. Domingo has over 20 years of experience in banking, including serving as chief financial officer for Doral Bank, senior vice president of finance of Treasury Bank, chief executive officer of Downey Savings, head of capital markets for Washington Mutual Bank, and treasurer for American Savings. He has also served on the Mortgage Bankers Association’s Residential Board of Governors, and as a member of the board of directors for the National Equity Fund (affordable housing), Greater Los Angeles Chamber of Commerce, and the Beaverton Education Foundation. Mr. Domingo’s current position as an executive officer of a Bank member, his previous executive positions with other financial institutions, and his involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by his background, support Mr. Domingo’s qualifications to serve on the Bank’s Board.

Melinda Guzman

Melinda Guzman has been a chief executive officer of Melinda Guzman Professional Corporation, Sacramento, California, since 2009. She was a partner with Freeman & Guzman, LLP, a law firm in Sacramento, California, from 1999 to 2015. Prior to that, she was a partner with Diepenbrock, Wulff, Plant & Hannegan, LLP, also a law firm in Sacramento. Ms. Guzman's practice focuses on tort, labor, insurance, and commercial matters. She previously served on the Bank’s Board of Directors from April 2007 through December 2008. Ms. Guzman's involvement and experience in representing community and consumer interests with respect to banking services, in credit needs, in housing and consumer financial protections, and in corporate governance, as indicated by her background, and her management skills derived from her various legislative appointments and her service from 2002 to 2003 as chair of the Nehemiah Corporation of America (a community development corporation), her service from 2001 to 2004 as chairman of the California Hispanic Chamber of Commerce, and her service with other community-based organizations support Ms. Guzman's qualifications to serve on the Bank’s Board.

Matthew Hendricksen

Matthew Hendricksen has been Vice President Treasury & Investments, Employers Insurance Company of Nevada, Reno, Nevada, and the Employers Insurance Group, Inc., since May 2012. Prior to that, he was a Portfolio Manager at AIG from 2003 to 2012. During his 18-year career, Mr. Hendricksen has specialized in investments, derivatives, risk management, and insurance regulations. Mr. Hendricksen’s current position as an officer of a Bank member, and his involvement in and knowledge of finance, accounting, internal controls, risk management, and financial management, as indicated by his background, support Mr. Hendricksen’s qualifications to serve on the Bank’s Board.

John F. (Jack) Luikart

John F. (Jack) Luikart has been president of Bethany Advisors LLC, San Francisco, California, since February 2007. He has also been the managing trustee of four asbestos trusts, including the Western Asbestos Settlement Trust, since 2004, and a trustee of Ohio Wesleyan University since 2014. He was a director of Wells Fargo Real Estate Investment Trust from 2014 through 2019, chairman of Wedbush Securities Inc., Los Angeles, California, from 2006 to 2010, and a trustee of the Graduate Theological Union, Berkeley, California from 2004 to 2010. Previously, he was president and chief operating officer of Tucker Anthony Sutro from 2001 to 2002 and chairman and chief

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executive officer of Sutro & Co. from 1996 to 2002. He joined Sutro & Co. in 1988 as executive vice president of capital markets and became president in 1990. Mr. Luikart's positions as director or principal executive officer of investment banking firms (or their affiliates), and his experience in investment management, capital markets, corporate finance, securitization, and mortgage finance and his involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by his background, support Mr. Luikart's qualifications to serve on the Bank’s Board.

Shruti Miyashiro

Shruti Miyashiro has been president and chief executive officer of Orange County’s Credit Union, Santa Ana, California since 2007. Prior to that, she was president and chief executive officer of Orange County Group, Inc., which provided wealth management to consumers. Ms. Miyashiro has over 20 years of multi-faceted executive level roles leading branches, lending, collections, human resources, enterprise risk management, facilities, and digital banking. She is currently serving on the boards of Jack Henry & Associates, Inc., a technology provider to financial institutions, and Children’s Hospital of Orange County. She has also been appointed to the State of California’s Department of Business Oversight Credit Union Advisory Committee. Ms. Miyashiro’s current position as the principal executive officer of a Bank member, her previous executive positions with other financial institutions, and her involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by her background, support Ms. Miyashiro’s qualifications to serve on the Bank’s Board.

Kevin Murray

Kevin Murray has been a principal in The Murray Group, a legal and consulting firm, since its founding in December 2006. Since May 2011, Mr. Murray has served as the president and chief executive officer of the Weingart Center Association. Mr. Murray was senior vice president of the William Morris Agency, Beverly Hills, California, from January 2007 to June 2009, working primarily in the company's corporate consulting division. Mr. Murray served as a California State Senator from December 1998 until November 2006, and as a California State Assembly member from December 1994 until November 1998. Prior to serving in the California State Legislature, Mr. Murray practiced law. Mr. Murray's involvement in legislative matters relating to, among other things, the banking and insurance industries, his experience in law and corporate governance practices, and his management skills, as indicated by his background, support Mr. Murray's qualifications to serve on the Bank’s Board.

Robert F. Nielsen

Robert F. Nielsen has been president of Shelter Properties, Inc., a real estate development and management company based in Reno, Nevada, since 1979. Mr. Nielsen is a member of the National Association of Home Builders and was its chairman in 2011. He is also a past chairman of the State of Nevada Housing Division Advisory Committee. He previously served on the Bank’s Board of Directors from 1999 to 2001 and from April 2007 through December 2008. Mr. Nielsen's involvement and experience in representing community interests in affordable housing development and his management skills, as indicated by his background, and his role with the Affordable Housing Resource Council (a former nonprofit organization designed to provide technical assistance in affordable housing) and the Neighborhood Development Collaborative (owner and manager of affordable housing rental properties) support Mr. Nielsen's qualifications to serve as a public interest director on the Bank’s Board. Mr. Nielsen is a principal shareholder and president of IDN1 Inc., which was created to invest in a multifamily tax credit property in Reno, Nevada. This property is owned by Northwest Partners, L.P., whose general partners are Santorini Corp., IDN1 Inc., and Community Services Agency Development Corporation, a nonprofit corporation under Internal Revenue Code Section 501(c)(3). Northwest Partners, L.P., filed a petition for protection under Chapter 11 of the U.S. Bankruptcy Code on November 17, 2011. A plan of reorganization was confirmed by the court on February 25, 2013. Mr. Nielsen is also a managing member of Karen Partners, LLC, a Nevada limited liability company, which was created to invest in a multifamily tax credit property in Las Vegas, Nevada. This property was owned by Karen Partners, L.P., whose general partners are Karen Partners, LLC, and Community Services Agency Development Corporation. Karen Partners, L.P., filed a petition for protection under Chapter 11 of the U.S. Bankruptcy Code on December 19, 2011. On November 26, 2012, the automatic stay was rescinded, and this

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property was foreclosed upon on December 19, 2012. Mr. Nielsen is also a manager of Ridge Seniors, LLC, a Nevada limited liability company, which was created to invest in a multifamily tax credit program in Henderson, Nevada. This property is owned by Ridge Partners L.P., whose general partners are Ridge Seniors, LLC, and Silver Sage Manor, Inc. On March 15, 2012, Ridge Partners L.P. filed a petition for protection under Chapter 11 of the U.S. Bankruptcy Code. A plan of reorganization was confirmed by the court on December 5, 2013. Mr. Nielsen is also principal shareholder and president of SUP III, Inc., which is a general partner in a multifamily tax credit property in Las Vegas, Nevada. This property was owned by East Freemont II L.P., whose general partners are SUP III, Inc., and SPE 2, LLC. East Freemont II L.P. filed a petition for protection under Chapter 11 of the U.S. Bankruptcy Code on June 21, 2012. The automatic stay was rescinded and this property was foreclosed upon on October 21, 2013.

Joan C. Opp

Joan C. Opp has been the president and chief executive officer of Stanford Federal Credit Union, Palo Alto, California, since May 2010. From February 2002 to April 2010, she was executive vice president and chief financial officer for Texas Trust Credit Union overseeing accounting, information technology, marketing and business services, as well as three credit union service organizations. Prior to that, Ms. Opp was a partner with the CPA firm of Clifton Gunderson, LLP, and is a Certified Public Accountant. Ms. Opp serves on the board of directors of CO-OP Financial. Ms. Opp’s current position as the principal executive officer of a Bank member, her previous executive positions with other financial institutions, and her involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by her background, support Ms. Opp’s qualifications to serve on the Bank’s Board.

Brian M. Riley

Brian M. Riley has been the president and chief executive officer of State Bank of Arizona (formerly Mohave State Bank), Lake Havasu City, Arizona, since March 2009. He has also served as director, president, and chief executive officer of State Bank Corp., the holding company for State Bank of Arizona, since March 2009. Mr. Riley has also served as a director of Clearinghouse CDFI, Lake Forest, California, since August 2018. He was the chief financial officer of Mohave State Bank from April 2008 to March 2009. Prior to that, he was chief executive officer of Harbor Bank and Trust, a financial institution in organization in Southport, Connecticut. Mr. Riley has over 30 years of experience in banking including serving as president and chief executive officer of PriVest Bank, Costa Mesa, California, and holding other executive positions with Provident Savings Bank, Riverside, California, and Metro Commerce Bank, San Rafael, California. Mr. Riley is a director of the Arizona Bankers Association. Mr. Riley’s current position as the principal executive officer of a Bank member, his previous executive positions with other financial institutions, and his involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by his background, support Mr. Riley’s qualifications to serve on the Bank’s Board.

Scott C. Syphax

Scott C. Syphax has been the CEO of Syphax Strategic Inc., a management consulting and business development firm focused on the real estate development, healthcare, and community finance sectors, since February 2017. Mr. Syphax served as chairman of Nehemiah Corporation of America, a community development corporation in Sacramento, California, from 2011 to 2019. He previously held the position of chief executive officer of Nehemiah Corporation of America and its affiliates from 2001 to 2017. Mr. Syphax has served as a board member of the Sacramento Regional Community Foundation since 2016, and served as a director on the Board of the Greenlining Institute from 2016 to 2019. From 1999 to 2001, Mr. Syphax was a manager of public affairs for Eli Lilly & Company. He was vice chair of the Bank’s Board of Directors from January 2010 through January 2012. Mr. Syphax's involvement and experience in representing community interests in housing and his management skills, as indicated by his background, support Mr. Syphax's qualifications to serve as a public interest director on the Bank’s Board.

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Virginia A. Varela

Virginia A. Varela has been president and chief executive officer and a director of Golden Pacific Bank, Sacramento, California, and a director of its holding company, Golden Pacific Bancorp, since November 2013. Previously, Ms. Varela was chief operating officer of Bank of the Orient from June 2012 to August 2013, chief executive officer, president and a director of Bank of Rio Vista from December 2010 to July 2012, and president, chief operating officer, and a director of San Luis Trust Bank from September 2009 to November 2010. Ms. Varela has more than 25 years of experience within the banking industry, both as a community bank executive and as a former regulator. She has served as senior examiner for the Federal Reserve Bank of San Francisco and as assistant regional director in the Washington, D.C. headquarters for the Office of Thrift Supervision. Ms. Varela currently serves as a director of the Western Bankers Association. Ms. Varela’s current position as the principal executive officer of a Bank member, her previous executive positions with other financial institutions, and her involvement in and knowledge of corporate governance, finance, auditing, accounting, internal controls, risk management, financial reporting, and financial management, as indicated by her background, support Ms. Varela’s qualifications to serve on the Bank's Board.

John T. Wasley

John T. Wasley has been a consultant with Spencer Stuart, a global retained executive search firm, in their Los Angeles, California office, since 2017. Prior to that, he was a managing partner with Caldwell Partners, Los Angeles, California, from 2013 to 2017, and was a managing partner with Heidrick & Struggles, Los Angeles, California from June 2005 to 2013. Mr. Wasley joined Heidrick & Struggles as a partner in 2001. Previously, he was an executive director with Russell Reynolds Associates and a senior vice president of People's Bank of California. He previously served on the Bank’s Board of Directors from 2003 to 2005. Mr. Wasley's involvement in and knowledge of human resources, compensation practices, and corporate governance practices, and his management skills, as indicated by his background above, along with his previous position as an executive officer of a financial institution with which Mr. Wasley had involvement in or knowledge of corporate governance practices, bank relations, financial operations, treasury functions, and financial management, support Mr. Wasley's qualifications to serve on the Bank’s Board.

Executive Officers

Stephen P. Traynor

Stephen P. Traynor, 63, is currently serving as acting president and chief executive officer. He has held the position of acting president and chief executive officer since J. Gregory Seibly’s resignation effective February 28, 2020, and has been executive vice president and chief banking officer since March 2017. Previously, Mr. Traynor was senior vice president, member financial services and community investment, from July 2004 to March 2017. He joined the Bank in 1995 as assistant treasurer and was promoted to senior vice president, sales and marketing, in October 1999. Before joining the Bank, Mr. Traynor held vice president positions at Morgan Stanley & Co. and at Homestead Savings in the areas of mortgage banking, fixed income securities, derivatives, and capital markets.

Elena Andreadakis

Elena Andreadakis, 58, is currently serving as executive vice president and chief administrative officer. She has held the position of chief administrative officer since March 2017. Previously, Ms. Andreadakis was senior vice president and chief information officer from May 2011 to March 2017. Prior to joining the Bank, she was a senior vice president at Fidelity Investments, where she had worked since 1992. She most recently led the service and program management group for Fidelity's enterprise infrastructure organization. Prior to that, Ms. Andreadakis held a number of other senior-level business and information technology positions, with responsibility for managing a wide range of systems and business initiatives.

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Arlene Coyle

Arlene Coyle, 47, is currently serving as senior vice president and chief audit executive. She has held the position of chief audit executive since May 2019. Ms. Coyle joined the Bank in February 2016 as Assistant Vice President, Internal Audit, and was promoted to Vice President in February 2017. Ms. Coyle has over 20 years of internal audit and regulatory experience in the financial services industry. Before joining the Bank, she worked at TIAA in their Internal Audit function. Prior to TIAA, she worked as a bank examiner for the Federal Reserve System, supporting community and regional banks. She has a Certification in Risk Management Assurance and is a Certified Internal Auditor, a Certified Financial Services Auditor, and a Certified Diversity Professional.

Kevin A. Gong

Kevin A. Gong, 60, is currently serving as senior vice president and chief corporate securities counsel. He has held the position of chief corporate securities counsel since April 2005. Mr. Gong joined the Bank in 1997 as vice president and associate general counsel. He has previous experience as a senior attorney with the Office of Thrift Supervision, as an attorney in private practice, and as an attorney with the SEC in both the Division of Corporation Finance and the Division of Market Regulation.

Kenneth C. Miller

Kenneth C. Miller, 67, is currently serving as executive vice president and chief financial officer. He has held the position of chief financial officer since August 2011. Previously, Mr. Miller was senior vice president, financial risk management and strategic planning, from 2001 to August 2011. Mr. Miller joined the Bank in July 1994 as vice president, financial risk management. Previously, Mr. Miller held the position of senior vice president, asset liability management, at First Nationwide Bank.

Suzanne Titus-Johnson

Suzanne Titus-Johnson, 62, is currently serving as executive vice president and chief legal officer. She became the Bank’s general counsel in April 2005. She also served as corporate secretary from October 2007 to June 2019. Ms. Titus-Johnson joined the Bank as a staff attorney in 1986, was promoted to assistant vice president and associate general counsel in 1992, to vice president and associate general counsel in 1997, and to vice president and assistant general counsel in 2003.

Gregory A. Ward

Gregory A. Ward, 50, is currently serving as executive vice president and chief risk officer. He became chief risk officer in May 2019. Previously, Mr. Ward served as chief audit executive from July 2017 to April 2019. Prior to his position as chief audit executive, Mr Ward served as senior vice president and director, internal audit, from January 2017 to July 2017. He joined the Bank in November 2013 as vice president, internal audit, and was promoted to deputy director in June 2016. Before joining the Bank, he worked with Ernst & Young LLP for 12 years in its Financial Services Advisory Practice. Prior to his tenure at Ernst & Young, Mr. Ward worked in the captive insurance industry in Bermuda and for Price Waterhouse in the United Kingdom in its external audit practice. He is a Chartered Accountant and Certified Internal Auditor.

ITEM 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section provides information on the compensation program of the Federal Home Loan Bank of San Francisco (Bank) for our named executive officers for 2019. Our named executive officers for 2019 are our principal executive officer, our principal financial officer, and our other three most highly compensated executive officers; including J. Gregory Seibly, who was president and chief executive officer of the Bank until his resignation effective February 28, 2020.

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Compensation and Human Resources Committee

The Compensation and Human Resources Committee (Compensation Committee) of the Bank’s Board of Directors (Board) is responsible for, among other things, reviewing and making recommendations to the full Board regarding compensation and incentive plan awards for the Bank’s senior executive officers (the president, each executive vice president as of April 15, 2019, and any senior vice president eligible as of December 31, 2018). The Compensation Committee is also responsible for reviewing and making recommendations regarding compensation for the directors. For 2020 and 2019, the Compensation Committee consists of five members of the Board. The Compensation Committee acts pursuant to a Board-approved charter and may rely on the assistance, advice, and recommendations of the Bank’s management and other advisors and may refer specific matters to other committees of the Board. In addition, the Risk Committee of the Board is responsible for oversight of the Bank’s enterprise-wide risk management framework, including overseeing an annual risk assessment of the Bank’s compensation policies and practices for the Bank’s employees.

Certain members of management assist the Compensation Committee in its responsibilities by providing compensation and performance information regarding our executive officers.

With respect to the compensation of the named executive officers of a Federal Home Loan Bank (FHLBank), the Federal Housing Finance Agency (Finance Agency) requires that an FHLBank provide the Finance Agency with copies of all materials related to the compensation decisions of the FHLBank’s Board of Directors for its review and non-objection prior to the compensation decisions taking effect.

The Finance Agency’s Advisory Bulletin 2009-AB-02 outlines several principles for sound incentive compensation practices to which the FHLBanks are expected to adhere in setting executive compensation policies and practices. The Finance Agency’s rule setting forth requirements and processes with respect to compensation provided to certain executive officers by FHLBanks and the Office of Finance addresses the authority of the Finance Agency Director to approve, disapprove, prohibit, or withhold compensation of certain executive officers of the FHLBanks and the Office of Finance. The rule also addresses the Director’s authority to approve, in advance, agreements or contracts of certain executive officers that provide compensation in connection with termination of employment. The rule prohibits an FHLBank or the Office of Finance from paying compensation to certain executive officers that is not reasonable and comparable to compensation paid by similar businesses for similar duties and responsibilities.

Our Executive Compensation Philosophy and Executive Compensation Program

The Bank has a Board-approved Executive Compensation Philosophy that forms the basis of our executive compensation program. In accordance with our Executive Compensation Philosophy, we believe that to attract and retain outstanding executives we must be able to provide an executive compensation package that is competitive and appropriately motivates and rewards the executive officers who make contributions of special importance to the success of the Bank’s business. Our executive compensation program provides total remuneration, which includes base salary, short- and long-term cash incentive compensation, and retirement benefits.

The Bank’s Executive Compensation Philosophy states that total compensation is intended to align the interests of the executives and key employees with the short-term and long-term interests of the Bank, to ensure an appropriate level of competitiveness within the marketplace from which the Bank recruits executive talent, and to encourage the executives and other key employees to remain employed with the Bank. The Bank’s Executive Compensation Philosophy provides that total remuneration (base salary, short- and long-term cash incentives, and retirement benefits) is also intended to motivate executives to deliver exceptional performance without encouraging unnecessary or excessive risk-taking.

Total Compensation is Intended to Reward Contribution to the Bank’s Corporate Goals and Performance Targets and Achievement of Individual Performance Goals. We have structured our executive compensation program to reward contributions by executives in support of the Bank’s corporate goals and performance targets, including those set forth in the Bank’s strategic plan, and achievement of individual performance goals. In addition to base salary, our cash incentive compensation plans create an award program for executives who contribute to and

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influence the achievement of the Bank’s mission and other key objectives contained in the Bank’s strategic plans and who are responsible for the Bank’s performance. The Bank’s overall executive compensation programs reward sustained performance through the balanced use of short- and long-term incentives, which represent a substantial portion of pay at-risk, and through competitive retirement benefits, which promote the alignment of executive and Bank interests over the long term.

Beginning with 2017, the Board replaced the Bank’s traditional short- and long-term executive incentive plans as part of the Bank’s overall compensation program and effectively combined short-term and long-term executive incentive programs into one omnibus incentive plan for all senior executive officers (the Executive Incentive Plan, “EIP”). See “Executive Incentive Plan” below for a discussion of the EIP for 2019. For a discussion of the Bank’s traditional long-term executive incentive plan, see “Elements of Our Executive Compensation Program – Traditional Long-Term Cash Incentive Plan: Executive Performance Unit Plan” in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2018.

Each Year, the Bank Establishes Specific Corporate Goals Consistent with the Bank’s Strategic Plan. For 2019, the Board adopted four corporate goals: the Risk Management goal, the Franchise Enhancement goal, the Community Investment goal, and the Diversity and Inclusion goal.

For 2019, the Risk Management goal was comprised of a cyber-security threat management goal component and a risk management practices and credit underwriting framework goal component. For the cyber-security management goal component, cyber-security threats and related data privacy and protection continue to represent significant risk to the Bank and to the collective financial industry. To address this prevailing concern, the Bank continually strives to improve its front line and proactive defenses by elevating the risk culture of the Bank and its employees. The Bank also strives to mature its ability to proactively identify and remediate technology and control gaps. In 2019, key areas of further program development included security awareness, issue management, and problem management. The goal is to continue to advance and mature the cyber-security threat management capabilities of the Bank, in order to address rapidly evolving cyber-security risks.

The risk management practices and credit underwriting framework goal component was intended to support the Bank’s strategic goal of enhancing organizational efficiency and effectiveness by, among other things: scaling the Bank’s governance-risk-control tool for the benefit of managing Bankwide policies; enhancing the Bank’s risk analytics platform to eliminate the need for manual out-of-model scaler adjustments by providing a default model that is a “second line challenger” model; and bringing in-house the validation of the model for determining the other-than-temporary impairment of the private label residential mortgage-backed securities portfolio. In addition, this goal component was intended to enhance the Bank’s credit and collateral framework to position the Bank for the recruitment of new member types and to better serve existing members by enhancing credit products and improving practices. In 2019, the key area of this goal was to enhance the Bank’s risk management practices and its credit and collateral framework.

The Franchise Enhancement goal for 2019 was comprised of: a franchise performance goal component; a Bankwide prioritization and process improvement goal component; and a member business goal component. The financial performance goal measured the adjusted return on capital spread (AROCS) against a designated benchmark. This financial performance component recognized that among the many attributes of Bank membership, an adequate financial return on the private capital that members contribute to the cooperative is important to the members as shareholders. The financial performance goal component was expressed as a target percentage of AROCS, which is the adjusted return on capital less the benchmark yield on capital. This component was based on the Bank’s 2019 financial plan. Achievement of the Meets (100% of target) level of 2.0% AROCS required that the Bank:

• price advances such that balances are maintained without diluting financial return;

• generate $250 million in spread earnings from the Bank’s portfolio of mortgage-backed securities and mortgage loans;

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• manage operating costs within 2019 budget levels while continuing to meet all strategic and operating objectives; and

• implement a highly complex headquarters relocation project, which included significant operating expense ($10.6 million) and capital expenditure ($37.3 million), on time and within budget.

This goal component was designed to be reasonably challenging to accomplish because, among other things, it required the Bank to generate significantly higher earnings than the 2019 financial plan’s “base case” projected earnings. Given the limited options the Bank has to increase earnings while staying within the Bank’s risk tolerances, the achievement of levels above target represented significant stretch objectives.

The Bankwide prioritization and process improvement goal component was designed to improve enterprise level operating efficiency and effectiveness by implementing an enterprise-wide prioritization framework and “Lean Process Improvement Approach” to ensure the highest value work is being delivered and measurable process improvements are made. Bankwide prioritization involves developing and implementing a framework for the improved solicitation, screening, and prioritization of technology-based and non-technology-based investments. The objective is to foster innovation, simplification, and overall efficiencies.

The third component of the 2019 Franchise Enhancement goal was designed to focus management on member business and how well the Bank maintained and increased the volume of advances and letters of credit outstanding to members. The Board set the target achievement levels for the targeted advances and letters of credit volumes based on various assumptions, such as economic forecasts, member information, potential member business, historical goal performance, industry trends and events, and current market environment and conditions, such that the relative difficulty of achieving the target level was commensurate with extending credit to members in a safe and sound manner. In addition, the member business goal component also focused management on the Bank’s proactive engagement with member financial institutions to help members in developing their strategic and tactical business plans, enabling the Bank to better promote its array of products and services to members.

Consistent with the Bank’s public policy purposes, the Community Investment goal for 2019 focused management on meeting the Bank’s objective to make available advances and credit programs that promote and assist housing and community economic development activities. Achievement in this area is a key element of the Bank’s mission objectives. The Community Investment goal for 2019 included achievement levels for the number of members that used an advance or letter of credit under the Community Investment Program (CIP) or Advances for Community Enterprise (ACE) Program and the number of members that participated in the Access to Housing and Economic Assistance for Development (AHEAD) Program during 2019.

The Bank’s Diversity and Inclusion goal reflected the Bank’s commitment to engage, hire, and promote women; minorities; individuals with disabilities; veterans; individuals who identify as lesbian, gay, bisexual, or transgender (LGBT); and women-, minority-, disabled-, veteran-, and LGBT-owned businesses in management, employment, procurement, financial transactions, and across all business activities. For 2019, this goal focused on four levels of achievement beginning with the successful completion of 25 Diversity and Inclusion strategic initiatives that supported the Bank’s 2018-2020 Diversity and Inclusion Strategic Plan goals and objectives across Cultural Diversity, Outreach, Communications, and Accountability. These strategic initiatives spanned Human Resources, Corporate Procurement, Capital Markets, Credit and Collateral, Community Investment, Member Financial Services, Legal, and Enterprise Risk. Additional goal components included expanding usage of diverse dealers in asset transactions, enhancing department level supplier diversity training and spend metrics in support of the Bank’s aggregate 15-20% diverse supplier spend target, and implementation of the Bank’s enhanced leadership competencies that included the “Values Differences” competency. Measurable achievement of these Diversity and Inclusion goals and initiatives demonstrates the Bank’s support and promotion of an inclusive culture that effectively embraces Diversity and Inclusion behaviors and mindsets across all business practices.

Each Year, the Bank Establishes Individual Goals for Executives Consistent with the Bank’s Strategic Plan. The individual performance goals established for executive officers are generally based on the Bank’s strategic plan and reflect the strategic objectives that will enable the Bank to successfully achieve its mission. The Bank’s 2019 strategic objectives were to: lead with our mission – serving members and community; cultivate an exceptional

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culture by investing in human capital, diversity, and inclusion; position the Bank for the future; enhance organizational efficiency and effectiveness; and maintain superior financial strength and flexibility.

The Bank’s Executive Incentive Compensation Plans Were Designed to Calculate Executive Officers' Achievement Levels on a Weighted Basis to Ensure a Proper Balance in Achieving the Bank’s Mission in a Safe and Sound Manner. With respect to each of the named executive officers for 2019, the achievement levels of each of the four Bank corporate goals (the Risk Management goal, the Franchise Enhancement goal, the Community Investment goal, and the Diversity and Inclusion goal) were weighted at 80% in the aggregate and the individual goal weighted at 20% of the total weighted achievement level. See “Elements of Our Executive Compensation Program – Executive Incentive Plan” below for the individual corporate goal weights.

The weightings of the Bank’s corporate goals were approved by the Board and were designed to appropriately focus senior management on accomplishing the Bank’s mission and strategic plan. See “Executive Incentive Plan” below for a discussion of the relative weights given to corporate goals and individual goals for each component of the Executive Incentive Plan for 2019 for the named executive officers.

Our Executive Compensation Program is Designed to Enable the Bank to Compete for Highly Qualified Executive Talent. Our members are best served when we attract and retain talented executives with competitive and fair compensation packages. In 2019, our objective was to create an executive compensation program that delivered total compensation packages that generally fell around the median (50^th percentile) of the total remuneration in the financial services marketplace from which the Bank recruits executive talent, which may include regional and community banks and diversified financial institutions, while maintaining an appropriate alignment with the practices of other FHLBanks.

The Compensation Committee recognized that comparing our compensation practices to a group of other financial services and banking firms that are similar in total assets presents some challenges because of the special nature of our business and our cooperative ownership structure. We believe that the executive roles of our named executive officers are somewhat comparable to those in the comparison group, although the Bank may have a narrower business focus.

Our named executive officers are required to have the same depth of knowledge and experience that is required by comparable financial services and banking firms, but unlike some of these comparable companies with multiple lines of business, our lines of business are limited. For example, in certain areas of the Bank our focus is more like that of a specific subsidiary, division, or business unit of comparable financial institutions with multiple lines of business.

For purposes of developing comparative compensation information, the companies with comparable positions were financial services and banking firms with similar business sophistication and complexity. In supporting compensation decisions, the Compensation Committee uses and considers compensation information about the comparable positions at these companies. Each element of compensation may vary somewhat above or below the market median for the related positions in the comparison groups. Furthermore, compensation levels for individual positions may also be adjusted to recognize additional factors, such as regional salary differences, recruitment or retention, special duties or responsibilities, sustained performance results, leadership succession planning, and/or internal equity considerations.

Since 2014, the Compensation Committee has engaged McLagan Partners, Inc. (McLagan), a leading global management consulting firm providing consulting and benchmarking services for the financial services industry, for the purpose of providing the Compensation Committee with annual competitive market compensation reference and comparative information. McLagan does not currently provide any other services to the Bank. In September 2019, McLagan assessed the Bank’s competitive market position with respect to its executive compensation program. McLagan used market data collected from its compensation surveys and publicly available proxy data. McLagan used standardized peer group data from three groups: commercial banks with incumbents located in metro San Francisco and metro New York; metro Federal Home Loan Banks (Atlanta, Chicago, and New York); and public proxy peers with assets between $10 billion and $20 billion. When comparing Bank executives using commercial

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banks, the closest comparable roles/realistic employment opportunities were used. When comparing Bank executives to executive roles at other Federal Home Loan Banks, overall functional heads were used. When using the $10 billion to $20 billion peer group, actual functional roles or salary rank was used. The Compensation Committee used the McLagan market data as a reference point for evaluating 2019 executive compensation levels and to check and compare the reasonableness and appropriateness of the levels of compensation provided to our senior executives.

Allocation of Short-Term Cash Incentive Compensation and Long-Term Cash Incentive Compensation. Our objective is to compensate our senior executives, including our named executive officers, with a balanced combination of base salary and short- and long-term cash incentive compensation.

We believe that a balanced approach in delivering short- and long-term cash incentive compensation is most appropriate for the Bank because we believe our executives should be focused on achievement of both short- and long-term goals. Consistent with the Bank’s three-year strategic plans and its Executive Compensation Philosophy, long-term cash incentive compensation helps provide a competitive total cash compensation package and enhances the Bank’s ability to attract and retain key executives.

The Bank’s short-term cash incentive compensation component of the EIP rewards the named executive officers and other executive officers for the Bank’s achievement of its annual corporate goals and performance targets and for the officer's achievement of his or her individual goals. The Bank’s long-term cash incentive compensation component of the EIP ties long-term cash incentive rewards to the sustainability of goal achievements over a long-term period, rather than to the achievement of goals over a prospective three-year period. This structure is designed to promote the Bank’s long-term health by deterring behavior or inappropriate risk-taking that could lead to material financial loss at the Bank. This approach for long-term compensation is consistent with developing practices to better recognize risk outcomes in incentive-based compensation decision making and to better balance risk and reward.

Elements of Our Executive Compensation Program

Base Salary Compensation

Base salary compensation is a key component of the Bank’s executive compensation program and helps the Bank successfully attract and retain executive talent. Base salary for the named executive officers is based on a combination of factors, including comparative salary information from industry salary surveys that include the financial institutions in the Bank’s peer groups. Other factors include the named executive officer's relevant experience and accomplishments, level of responsibility at the Bank, and perceived market competition for executives with comparable levels of experience. The Board considers any base salary adjustments for the named executive officers at the beginning of each year based on the individual's performance and contributions to the Bank’s achievements, or to help more appropriately align total remuneration with comparable positions in the financial services marketplace. For the named executive officers, 2020 base salaries were increased from 0.0% to 3.3% relative to 2019 base salaries to appropriately align total remuneration with comparable positions in the financial services marketplace. For the base salaries of the named executive officers, see the discussion in “Compensation Tables – Narrative to Summary Compensation Table and Grants of Non-Equity Incentive Plan-Based Awards Table – At Will Employees,” which discussion is herein incorporated by reference.

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Executive Incentive Plan

Beginning with 2017, the Board adopted the EIP, which provides for an annual total incentive award (Annual Award) for a one-year performance period. Fifty percent (50%) of the Annual Award is earned and vested after the last day of the one-year performance period (Year-End Award). The remaining fifty percent (50%) of the Annual Award is deferred for a three-year performance period (Deferred Award). The EIP also provides for a one-time incentive award to address a payment gap in long-term executive incentive compensation in 2020 for the performance period from 2017-2019 (Gap Year Award), which arises because of the discontinuation in 2017 of the Bank’s traditional long-term executive incentive plan. The EIP replaces the Bank’s traditional short-term and long-term executive incentive plans as part of the Bank’s overall compensation program and effectively combines short-term and long-term executive incentive programs into one omnibus incentive plan for all senior executive officers.

The EIP is designed to attract and retain senior executive officers and to motivate and focus their efforts on achieving the Bank’s business plan and accomplishing its goals and objectives while maintaining the safety and soundness of the Bank. The EIP is a cash-based incentive plan that provides award opportunities based on achievement of performance goals and the satisfaction of certain qualifiers. The EIP is for the Bank’s senior executive officers (specifically for 2019, the president, each executive vice president as of April 15, 2019, and any senior vice president who was eligible as of December 31, 2018).

The deferral component of the EIP ties long-term cash incentive rewards to the sustainability of goal achievements over a three-year period, which is intended to, among other things, promote the Bank’s long-term health by deterring behavior or inappropriate risk-taking that could lead to material financial loss to the Bank. Under the Deferred Award provisions of the EIP, payment of fifty percent (50%) of the total Annual Award is deferred for a three-year period, during which payment is conditioned upon the satisfaction of certain “qualifiers” (discussed below) that recognize the risk outcomes of executive decision making. Deferred Awards may be reduced or subject to forfeiture if qualifiers are not met during the Deferral Performance Period (defined below).

The EIP provides that the Board will establish award levels prior to each of the performance periods for the Annual Awards and Deferred Awards. A performance period for an Annual Award is the one-calendar-year period over which fifty percent (50%) of the Annual Award can be earned and vested, i.e., the Year-End Award, (Annual Performance Period). The related Deferred Award can vest at completion of the following three-calendar-year performance period (Deferral Performance Period). For the Gap Year Award, the performance period is the three-year period beginning on January 1, 2017, and ending on December 31, 2019 (Gap Year Performance Period).

Performance goals and qualifiers are factors established by the Board for each performance period and are taken into consideration in determining the amount of an award. Under the EIP, the Board will define “Threshold,” “Meets,” “Exceeds,” and “Far Exceeds” achievement levels for each performance goal to determine the amount of the award. The Board may adjust the performance goals and qualifiers for any performance period to ensure the purposes of the EIP are served. The EIP provides that in determining the appropriate performance goals and qualifiers, the Board will, among other things: balance risk and financial results in a manner that does not encourage participants to expose the Bank to imprudent risks; make such a determination in a manner designed to ensure that a participant’s overall compensation is balanced and not excessive in amount and that the awards are consistent with the Bank’s policies regarding compensation arrangements; and monitor the success of the performance goals and qualifiers taking into account weighting established in prior years and making appropriate adjustments in the future, as needed, so that payments appropriately incentivize participants, appropriately reflect risk, and align with regulatory guidance.

Under the EIP for 2019, the Board established 2019 performance goals for the Annual Award which, as discussed above, were the Risk Management goal, Franchise Enhancement goal, Community Investment goal, and Diversity and Inclusion goal.

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For the 2019 performance goals, the following table shows the goal weights for the senior executive officers eligible to participate in the EIP (including the named executive officers and the chief risk officer).

	Senior Executive Officers				Chief Risk Officer
	Corporate Goal Weight		Goal Weight (includes individual goals)		Corporate Goal Weight		Goal Weight (includes individual goals)
Individual	N/A		20.0	%	N/A		20.0	%
Risk Management	20.0	%	16.0	%	50.0	%	40.0	%
Franchise Enhancement	40.0	%	32.0	%	25.0	%	20.0	%
Community Investment	20.0	%	16.0	%	10.0	%	8.0	%
Diversity and Inclusion	20.0	%	16.0	%	15.0	%	12.0	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

For the Gap Year Award, executives are rewarded for the achievement of performance goals over a three-year performance period like the Bank’s traditional long-term cash incentive plans (i.e., the Bank’s Executive Performance Unit Plan or EPUP). For the Gap Year Award, the Gap Year Performance Period is from January 1, 2017, to December 31, 2019. The Gap Year Award performance goals, which are weighted and measured based on a 3-year average, relate to financial performance and risk management.

The following table shows the performance goals and goal weights for the Gap Year Award.

Goals	Goal Weight		Threshold		Meets (Target)		Exceeds		Far Exceeds
Financial Performance Goal (3-Year Average Spread Over Benchmark)	30	%	2.18	%	2.43	%	2.68	%	2.93	%
Risk Management Goal	70	%	Based on the 3-year average of the actual Risk Management goal achievement levels for 2017, 2018, and 2019

For the EIP for 2019, performance goal measures range from 75% of target (threshold) to 150% of target (far exceeds).

The target achievement levels in the EIP for 2019 were designed to reward officers for achievement of the Bank’s corporate goals and objectives as described above, based on a target level of achievement for all corporate goals and the officer's individual goal(s). The exceeds and far exceeds achievement levels were designed to reward officers when the Bank and the individual officer achievements exceed the target level. The exceeds achievement level is an optimistic achievement level relative to the target level, and the far exceeds achievement level is the most optimistic achievement level based on reasonable business, market, and economic assumptions and conditions.

The performance goal measures and plan design were intended to appropriately motivate and reward the Bank’s senior executive officers based on the total achievement of all goals, taking into account each senior executive officer’s role in the Bank’s performance. Setting the performance goal measure ranges based on a percentage of base salary for 2019 is intended to be consistent with our Executive Compensation Philosophy of delivering total cash compensation at target levels generally around the median (50^th percentile) of the total remuneration in the financial services marketplace from which the Bank recruits executive talent.

The total incentive awards under the EIP are determined by multiplying the percentage of achievement for each goal by the respective performance goal weights to arrive at each participating officer's total weighted achievement level. Each participating officer's total weighted achievement level is then used to determine each participating officer's cash incentive compensation award under the EIP.

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The following table shows the total incentive award opportunities for the Annual Awards and the allocation of the Annual Award opportunities between the Year-End Awards and the Deferred Awards for 2019 under the EIP for the senior executive officers.

Annual Award as % of Compensation (Base Salary)								Year-End Award as % of Compensation (Base Salary)								Deferred Award as % of Compensation (Base Salary)
Threshold		Meets (Target)		Exceeds		Far Exceeds		Threshold		Meets (Target)		Exceeds		Far Exceeds		Threshold		Meets (Target)		Exceeds		Far Exceeds
40	%	80	%	96	%	100	%	20	%	40	%	48	%	50	%	20	%	40	%	48	%	50	%

The following table shows the total incentive award opportunities for the Gap Year Award.

Long-Term Incentive Award as a % of Compensation (Base Salary effective February 1, 2017)
Threshold		Meets (Target)		Exceeds		Far Exceeds
20	%	40	%	48	%	50	%

Fifty percent (50%) of the Annual Award, i.e., the Year-End Award, will become vested on the last day of the Annual Performance Period (as mentioned above) and the remaining fifty percent (50%) of the Annual Award that is treated as the Deferred Award will become vested on the last day of the Deferral Performance Period, provided that the Board determines that the performance goals for the Annual Award are achieved and the qualifiers for the Annual Performance Period are satisfied; and, with respect to the Deferred Award only, that the qualifiers for the Deferral Performance Period are satisfied. The Gap Year Award becomes vested over a three-year Gap Year Performance Period (i.e., beginning on January 1, 2017, and ending on December 31, 2019), to the extent the Board determines the performance goals for the Gap Year Award are achieved and the qualifiers are satisfied.

Vesting of any award is subject to the participant receiving a satisfactory performance rating and being actively employed on the last day of the relevant performance period, except in certain cases such as termination because of death or disability, retirement, reduction in force, department reorganization, substantial job modification, or termination for “Good Reason” or without “Cause,” and subject to certain conditions being met. In the case of termination of employment because of death or disability, the EIP provides that a Deferred Award will be treated as fully vested as of the date of termination and the relevant pro rata portion of the Annual Award or Gap Year Award will be treated as vested for that portion of the relevant performance period based on the assumption that the Bank would have achieved the applicable performance goals at the target level and satisfied the qualifiers for the relevant performance period. In all such other certain cases of termination of employment, and subject to certain conditions being met, the EIP provides that a Deferred Award will be treated as fully vested as of the date of termination of employment and the relevant pro rata portion of the Annual Award or Gap Year Award will be treated as vested for that portion of the relevant performance period to the extent determined by the Board that the applicable performance goals are achieved and the qualifiers are satisfied.

If a “Change in Control” occurs prior to the date of vesting of an award, then an Annual Award or Gap Year Award will be paid on a pro rata basis based on the assumption the Bank would have achieved the applicable performance goals at the target level and satisfied the qualifiers for the relevant performance period, while any Deferred Award will be treated as vested effective as of the date of the Change in Control.

The following are the performance qualifiers for 2019 for any awards under the EIP: (i) no submission of material information to a regulatory or a reporting agency is significantly past due; (ii) the Bank makes sufficient progress, as determined by the Board, in the timely remediation of significant examination, monitoring, and other supervisory findings; (iii) no material risk management deficiency exists at the Bank; (iv) no operational errors or omissions result in material revisions to the financial results, information submitted to the Finance Agency, or data used to determine incentive payouts; and (v) the Bank has sufficient capital to pay dividends and the ability to repurchase or redeem capital stock.

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The EIP provides that awards may be reduced, eliminated, or forfeited in certain circumstances. Under the EIP, the Board may reduce or eliminate any award not yet paid if the Board finds that a serious, material safety and soundness issue or a serious, material risk management deficiency exists at the Bank, or if: (i) errors or omissions result in material revisions to the Bank’s financial results, information submitted to a regulatory or a reporting agency, or information used to determine incentive compensation payouts; (ii) information submitted to a regulatory or a reporting agency is untimely; or, (iii) the Bank does not make appropriate progress, as determined by the Board, in the timely remediation of examination, monitoring, or other supervisory findings and matters requiring attention.

In addition, if the Bank realizes actual losses during the Deferral Performance Period, or other measures or aspects of performance related to the annual Performance Period or Deferral Performance Period are realized that would have caused a reduction in the amount of the final award (i.e., the amount of the earned and vested award that, after any adjustments, is approved by the Board for payment) calculated for the Annual Performance Period or Deferral Performance Period, then the remaining amount of the final award may be reduced to reflect this additional information. Furthermore, if a participant breaches the terms of a non-solicitation and non-disclosure agreement with the Bank executed as a condition to participating in the EIP, all of the participant’s unpaid vested and unvested awards may be forfeited.

Finally, if during the most recent examination of the Bank by the Finance Agency, the Finance Agency identifies an unsafe or unsound practice or condition that is material to the financial operation of the Bank within the participant’s area(s) of responsibility, and such unsafe or unsound practice or condition is not subsequently resolved to the satisfaction of the Board, then all or a portion of a participant’s unpaid award (vested and unvested) may be forfeited as determined in the sole discretion of the Board. Any future payments for a vested award will cease, and the Bank will have no further obligation to make such payments.

The amount of any award will be determined at the sole discretion of the Board. If the qualifiers are satisfied, an annual compounding interest rate of 6% is applied to any Deferred Awards. Awards, if any, under the EIP are to be paid in accordance with the terms of the EIP following Board approval and completion of any required regulatory review.

The amount of any earned and vested Annual Award, Deferred Award, or Gap Year Award may be modified at the Board’s discretion to account for performance that is not captured in the relevant performance goals and qualifiers. The Board, in its discretion, may also consider “extraordinary occurrences” when assessing performance results and determining any of the awards. “Extraordinary Occurrences” mean those events that, in the opinion and discretion of the Board, are outside the significant influence of the participant or the Bank and are likely to have a significant unanticipated effect, whether positive or negative, on the Bank’s operating or financial results.

For additional information regarding awards granted under the EIP for 2019, see the discussion in “Compensation Tables – Narrative to Summary Compensation Table and Grants of Non-Equity Incentive Plan-Based Awards Table – Non-Equity Incentive Payments and Non-Equity Long-Term Incentive Payouts,” which discussion is herein incorporated by reference.

Savings Plan

The Bank’s Savings 401(k) Plan (Savings Plan) is a tax-qualified defined contribution 401(k) retirement benefit plan that is available to all eligible employees, including the named executive officers. Each eligible employee may contribute between 2% and 20% of base salary to the Savings Plan. For employees who have completed six months of service, the Bank matches a portion of the employee's contribution (50% for employees with less than three years of service, 75% for employees with at least three years of service but less than five years of service, and 100% for employees following five years of service), up to a maximum of 6% of base salary. Beginning in 2020, the Bank matches 100% of the employee’s contribution for employees who have completed six months of service. Employees are fully vested in employer matching contributions at all times.

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For 2019, the maximum annual before-tax employee contribution to the Savings Plan was limited to $19,000 (or $25,000 for participants age 50 and over), and no more than $280,000 of annual compensation could be taken into account in computing an employee's benefits under the Savings Plan.

Cash Balance Plan and the Financial Institutions Retirement Fund

The Bank began offering benefits under the Cash Balance Plan on January 1, 1996. The Cash Balance Plan is a tax-qualified defined benefit pension plan that covers employees who have completed a minimum of six months of service, including the named executive officers. Each year, eligible employees accrue benefits equal to 6% of their total annual compensation (which includes base salary and short-term cash incentive compensation) plus interest equal to 6% of their account balances accrued through the prior year, referred to as the annual benefit component of the Cash Balance Plan. For 2019, the Internal Revenue Code (IRC) limited the amount of annual compensation that could be considered in calculating an employee's benefits under the Cash Balance Plan to $280,000.

The benefits under the Cash Balance Plan annual benefit component are fully vested after an employee completes three years of service. Vested amounts are generally payable in a lump sum or as an annuity when the employee leaves the Bank.

Prior to offering benefits under the Cash Balance Plan, the Bank participated in the Financial Institutions Retirement Fund (FIRF). The FIRF is a multiple-employer tax-qualified defined benefit pension plan. The Bank withdrew from the FIRF on December 31, 1995.

When the Bank withdrew from the FIRF, benefits earned under the FIRF as of December 31, 1995, were fully vested and the value of those benefits was then frozen. As of December 31, 1995, the FIRF calculated each participant's FIRF benefit based on the participant's then-highest three consecutive years' average pay multiplied by the participant's years of service multiplied by 2%, referred to as the frozen FIRF benefit. Upon retirement, participants will be eligible to receive their frozen FIRF benefits.

In addition, to preserve some of the value of the participant's frozen FIRF benefit, the Bank maintains the ratio of each participant's frozen FIRF age 65 annuity to the participant's highest three consecutive years' average pay as of December 31, 1995 (annuity ratio), which the Bank refers to as the net transition benefit component of the Cash Balance Plan. Upon retirement, each participant with a frozen FIRF benefit will receive a net transition benefit under the Cash Balance Plan that equals his or her highest three consecutive years' average pay at retirement multiplied by his or her annuity ratio minus the frozen FIRF benefit.

Benefit Equalization Plan

The Benefit Equalization Plan (BEP) is an unfunded and non-tax-qualified plan that is designed to restore retirement benefits lost under the Savings Plan and Cash Balance Plan because of compensation and benefits limitations imposed on the Savings Plan and the Cash Balance Plan under the IRC.

Annual compensation is determined based on the definition of compensation provided in the respective tax-qualified plans. Participation in the BEP is available to all employees, including the named executive officers, whose benefits under the tax-qualified plans are restricted because of the IRC limitations discussed above.

An employee's benefits that would have been credited under the Cash Balance Plan but for the limitations imposed on the plan under the IRC are credited as Supplemental Cash Balance Benefits under the BEP and the credits accrue interest at an annual rate of 6% until distributed. Each year, employees may also elect to defer compensation earned over the IRC compensation limits to the BEP. For each year that a participant makes deferrals to the BEP, if the amount of the Bank’s matching contribution to a participant's account under the Savings Plan is limited because of the IRC compensation limitations, then the Bank will credit to the participant's BEP account an amount equal to the lost matching contribution (up to a maximum of 6% of base salary in the aggregate) under the Savings Plan (participant deferrals and Bank matching contributions are referred to herein as Supplemental BEP Savings

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Benefits). The make-up benefits under the BEP vest according to the corresponding provisions of the Savings Plan and the Cash Balance Plan.

Effective January 1, 2005, in response to IRC Section 409A, the Bank froze the then-existing BEP (now referred to as the Original BEP) and implemented a new BEP conforming to IRC Section 409A and applicable notices and regulations, which changed the participant election process relating to the time and form of benefit payments (referred to herein as the New BEP).

Under the New BEP, a participant's Supplemental Cash Balance Benefits are payable in the form of a lump sum, single life annuity, 50% survivor annuity, or 75% survivor annuity upon termination of employment, a set date or age after termination of employment, becoming disabled after termination of employment, or death. Under the New BEP, a participant's Supplemental BEP Savings Benefits are payable in a lump sum or two to ten annual installments, and payments may commence at termination of employment, retirement, disability, death, or a specific date after termination of employment. For participants and former participants in the SERP (including the named executive officers), Supplemental BEP Savings Benefits may be payable in equal installments for a period of ten years, or a lump sum payment of one-half of the account balance with the remaining half paid pursuant to a schedule of equal annual installment payments for a period of ten years. In addition, a participant's elections with respect to the time and form of benefit payments are irrevocable unless the election is made 12 months prior to the scheduled distribution date and the new scheduled distribution date is delayed at least five years. If a participant does not elect the time or form of payment, his or her distribution will be a lump sum at termination of employment.

Under the Original BEP, a participant's Supplemental Cash Balance Benefits are paid in a single life annuity commencing at the later of age 65 or termination of employment, unless the participant elects an optional time and form of payment. The optional forms of payment are a lump sum or any other optional form then permitted under the Cash Balance Plan. Under the Original BEP, a participant's Supplemental BEP Savings Benefits are payable in a lump sum or two to ten installments upon retirement, termination of employment, death, or a specific date after termination of employment. Also, a participant can change the time and form of payment for the Supplemental Cash Balance Benefit at any time, but if the election provides for payment prior to age 65, then payment will not be made until 12 months after the date the Bank receives the new written election unless the participant elects an immediate lump sum distribution subject to forfeiture of 10% of the lump sum payment. Similarly, a participant may elect at any time to change the payout schedule of one or more of the participant's Supplemental BEP Savings Benefit accounts, provided that no payments will be made according to the new election until 12 months after the date the Bank receives the new written election, unless the participant elects an immediate lump sum distribution subject to forfeiture of 10% of the lump sum payment.

Participants are permitted to make five separate payout elections (a payout date and form of payment) with respect to the Supplemental BEP Savings Benefit under the Original BEP and under the New BEP. Beginning in 2020, the participants are permitted each calendar year to elect a different time and form of distribution for the deferrals made in that calendar year.

Deferred Compensation Plan

Our Deferred Compensation Plan (DCP) is an unfunded and non-tax-qualified deferred compensation plan, consisting of three components for employees: (1) employee deferral of current compensation; (2) make-up matching contributions that would have been made by the Bank under the Savings Plan had the base salary compensation not been deferred; and (3) make-up pension benefits that would have been earned under the Cash Balance Plan had any amount of total annual compensation (base salary and short-term cash incentive compensation) not been deferred. See discussion in “Compensation Tables – Narrative to Non-Qualified Deferred Compensation Table.”

The DCP is available to all officers of the Bank, including the named executive officers. Directors are also able to defer their director fees under the DCP. The make-up benefits for employee participants under the DCP vest according to the corresponding provisions of the Savings Plan and the Cash Balance Plan. Effective January 1, 2020, the DCP is available to all Bank employees.

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Effective January 1, 2005, in response to IRC Section 409A, the Bank froze the then-existing DCP (now referred to as the Original DCP) and implemented a new DCP, conforming to IRC Section 409A, which changed the participant election process related to the time and form of benefit payments (referred to herein as the New DCP).

Under the New DCP, participants' make-up Cash Balance Plan benefits are payable in the form of a lump sum, single life annuity, 50% survivor annuity, or 75% survivor annuity upon termination of employment, a set date or age after termination of employment, becoming disabled after termination of employment, or death. If a participant does not elect a time or form of payment, the benefit is paid in a lump sum upon termination of employment. However, if the participant elects to receive his or her distribution at death and survives to the later of age 70½ or termination of employment, the benefit is paid upon the later of the two events in the form of a lump sum. Only a single time and form of distribution may be elected with respect to both the make-up Cash Balance Plan benefits under the New DCP and the make-up Cash Balance Plan benefits under the New BEP.

A participant's deferred compensation and the Bank’s make-up Savings Plan matching contributions credited under the New DCP (including earnings on such amounts) are payable in a lump sum or two to ten annual installments, and payments may commence at termination of employment, retirement, disability, death, or a specific date no earlier than one year from the end of the deferral period. Participant elections with respect to the time and form of Savings Plan-related benefit payments from the New DCP are irrevocable unless the election is made 12 months prior to the scheduled distribution date and the new scheduled distribution date is delayed at least five years. If a participant does not elect the time or form of payment, his or her distribution will be a lump sum at termination of employment.

For participant-deferred compensation and make-up Bank matching contributions credited under the Original DCP, a participant may elect at any time to change the payout schedule of one or more of the participant's accounts, provided that no payments will be made according to the new election until 12 months after the date the Bank receives the new written election unless the participant elects an immediate lump sum distribution subject to forfeiture of 10% of the lump sum payment.

Participants are permitted to make five separate payout elections (a payout date and form of payment) under each of the New DCP and the Original DCP for distribution of participant deferrals and Bank matching contribution credits. Beginning in 2020, the participants are permitted each calendar year to elect a different time and form of distribution for deferrals made in that calendar year.

Under the Original DCP, participants' make-up Cash Balance Plan benefits are payable in the same form and at the same time as the participants' related benefits under the Cash Balance Plan.

Supplemental Executive Retirement Plan

Effective January 1, 2003, the Bank began providing a Supplemental Executive Retirement Plan (SERP) to the Bank’s senior executive officers, including the named executive officers. This plan is an unfunded and non-tax-qualified retirement benefit plan that provides a cash balance style benefit to the Bank’s senior executive officers (including the named executive officers) that is in addition to the tax-qualified benefits under the Cash Balance Plan.

The SERP supplements the Cash Balance Plan benefits to provide a competitive postretirement compensation package that is intended to help the Bank attract and retain key senior executive officers who are critical to the success of the Bank.

Benefits under the SERP are based on total annual compensation (base salary and short-term cash incentive compensation, including any deferrals under the Savings Plan, BEP, or DCP) and years of credited service as presented in the table below for years prior to 2018.

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Years of Credited Service (As Defined in the Plan)	Amount of Contribution for President (Percentage of Total Annual Compensation)		Amount of Contribution for Other Participants (Percentage of Total Annual Compensation)
Fewer than 10	10	%	8	%
10 or more but less than 15	15	%	12	%
15 or more	20	%	16	%

Participants accrue annual interest equal to 6% of balances accrued through the prior yearend. In addition, SERP benefits are limited to the extent that any participant's total pension retirement income exceeds fifty percent (50%) of the participant's final average pay. Final average pay is defined as a participant's highest average annual compensation during any three consecutive years during which he or she is a participant in the SERP. Annual benefits accrued under the SERP for any plan year that commenced before January 1, 2018, vest at the earlier of three years after they are earned, five years of employment with the Bank, or when the participant reaches age 62.

The normal form and time of payment of benefits under the SERP is a lump sum upon the earlier of termination of employment, disability, or death. Upon a timely election, a participant may elect optional forms of payment to commence after termination of employment as specified in the plan.

If a participant's employment is terminated for cause (as defined in the plan), only the unvested portion of the participant’s SERP account would be forfeited.

The SERP was amended in January 2018 to, among other things, revise: (1) Schedule A to the SERP to provide that beginning with 2018, the amounts of the contribution (Contribution Credit) to be credited to the account of a participant covered by Schedule A to the SERP will be 20% of a participant’s total annual compensation for fewer than five years of credited service (Credited Service) and 25% of a participant’s total annual compensation for five years or more of Credited Service; and (2) Schedule C to the SERP to provide that beginning with 2018, the amounts of the Contribution Credit to be credited to the account of a participant in Schedule C will be 25% of a participant’s total annual compensation for fewer than five years of Credited Service and 35% of a participant’s total annual compensation for five years or more of Credited Service. Annual benefits accrued under the SERP for any plan year commencing after January 1, 2018, will vest at the earlier of five years of employment with the Bank or when the participant reaches age 62. The Bank’s senior executive officers eligible to participate in the SERP, including the named executive officers, are participants in Schedule A and the president and chief executive officer is a participant in Schedule C. See the table below.

Years of Credited Service (As Defined in the Plan)	Amount of Contribution for President (Percentage of Total Annual Compensation)		Amount of Contribution for Other Participants (Percentage of Total Annual Compensation)
Fewer than 5	25	%	20	%
5 or more	35	%	25	%

The SERP provides the Board with discretionary authority for approving special contribution credits (Special Contribution Credits), which are additional credits to a participant’s account in an amount that may not exceed the participant’s target annualized compensation plus target Deferred Award and Gap Year Award under the EIP and any other long-term incentive compensation (the “pay limitation”) for the applicable calendar year. At any time, no more than three Special Contribution Credits may be approved for a single participant, and the pay limitation for each participant is adjusted annually for annual increases in the participant’s target compensation and long-term incentive pay. The Special Contribution Credits are not subject to the SERP’s total retirement income limitation described above.

Other Elements of Compensation

The Bank provides to all employees, including the named executive officers, health, dental, and vision insurance, and an employee assistance program for the employees and their spouses/partners and children, for which the Bank

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pays approximately 80% of the premiums and the employee pays approximately 20%. In addition, the Bank provides long-term disability and basic life insurance coverage to all employees at no cost to the employees.

The Bank makes available limited retiree health care benefits for eligible employees who retire from the Bank. To be classified as a Bank retiree eligible to enroll for retiree health care benefits, a Bank employee must be 55 years of age with a minimum of 10 years of Bank service on the date that his or her employment with the Bank terminates.

Perquisites

On occasion, the Bank may pay for resort activities for employees, including our named executive officers, in connection with business-related meetings; and in some cases, the Bank may pay the expenses for spouses/partners accompanying employees to these meetings or other Bank-sponsored events. The president and chief executive officer receives use of a priority building parking space. Perquisites are valued at the actual amounts paid to the provider of the perquisites.

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COMPENSATION COMMITTEE REPORT

The Compensation and Human Resources Committee (Compensation Committee) acts as the compensation committee on behalf of the Bank’s Board of Directors. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this annual report on Form 10-K.

Based on the Compensation Committee's review of the Compensation Discussion and Analysis and the discussions the Compensation Committee has had with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this annual report on Form 10-K, which will be filed with the Securities and Exchange Commission.

Compensation and Human Resources Committee

John T. Wasley, Chair

Marangal Domingo, Vice Chair

Melinda Guzman

John F. Luikart

Scott C. Syphax

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COMPENSATION TABLES

Summary Compensation Table
(In whole dollars)
Name and Principal Position	Year	Salary			Bonus			Non-Equity Incentive Payment(1)		Non-Equity LTIP Payout(2)		Change in Pension Value and Non-Qualified Deferred Compensation(3)		All Other(4)(5) Compensation		Total
J. Gregory Seibly(6)	2019	$	961,301	(7)	$	—		$	461,400	$	420,200	$	795,043	$	55,009	$	2,692,953
President and	2018	900,000			300,000		(8)	443,100		349,000		848,901		34,634		2,875,635
Chief Executive Officer	2017	850,000			300,000		(8)	418,900		217,800		590,814		29,149		2,406,663
Kenneth C. Miller	2019	494,714			—			238,500		231,000		432,414		37,228		1,433,856
Executive Vice President and	2018	480,151			—			234,100		227,000		360,164		38,292		1,339,707
Chief Financial Officer	2017	466,533			—			229,900		214,900		293,857		37,017		1,242,207
Suzanne Titus-Johnson	2019	438,963			—			213,100		205,200		199,922		39,285		1,096,470
Executive Vice President and	2018	443,370		(9)	—			209,650		201,700		40,927		35,079		930,726
Chief Legal Officer and	2017	454,337		(10)	—			204,250		190,900		382,333		33,063		1,264,883
Corporate Secretary
Stephen P. Traynor(11)	2019	453,404			—			221,250		200,700		382,894		38,211		1,296,459
Executive Vice President and	2018	434,788			—			212,850		195,300		255,744		29,742		1,128,424
Chief Banking Officer	2017	419,292			—			199,700		190,400		255,726		32,952		1,098,070
Elena Andreadakis(12)	2019	452,500			—			221,250		188,500		338,259		47,249		1,247,758
Executive Vice President and	2018	418,694			7,400		(13)	202,950		181,600		217,682		33,346		1,061,672
Chief Administrative Officer

(1) Represents the Year-End Awards for 2019 earned and vested under the EIP for 2019, Year-End Awards for 2018 earned and vested under the EIP for 2018, and Year-End Awards for 2017 earned and vested under the EIP for 2017. For the Year-End Awards for 2019 under the EIP for 2019, see the discussion in “Narrative to Summary Compensation Table and Grants of Non-Equity Incentive Plan-Based Awards Table - Non-Equity Incentive Payments and Non-Equity Long-Term Incentive Payouts.”

(2) Represents the GAP Year Awards earned under the EIP for 2017 and awards earned under the 2016 and 2015 Executive Performance Unit Plans (the Bank’s former traditional long-term cash incentive plans). For a discussion of the Gap Year Awards shown for 2019 and earned under the EIP for 2017, see “Elements of Our Executive Compensation Program - Executive Incentive Plan” in Compensation Discussion and Analysis and the “Grants of Non-Equity Incentive Plan-Based Awards” table in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2017. For a discussion of the Bank’s traditional long-term executive incentive plans, see “Elements of Our Executive Compensation Program - Traditional Long-Term Cash Incentive Plan: Executive Performance Unit Plan” in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2018.

(3) Represents the aggregate change in actuarial present value of each of the named executive officers' accumulated benefits under the Bank’s qualified and non-qualified defined benefit pension plans (Cash Balance Plan; frozen FIRF, if applicable; restored pension benefit under the Benefit Equalization Plan (BEP); make-up pension benefit under the Deferred Compensation Plan (DCP); and Supplemental Executive Retirement Plan). There are no above-market or preferential earnings on the named executive officers' DCP accounts.

(4) Includes perquisites and premiums for disability and life insurance paid by the Bank. On occasion, the Bank pays for resort activities for employees in connection with Board meetings and other business-related meetings; and, in some cases, the Bank may pay the expenses for spouses accompanying employees to these meetings or other Bank-sponsored events. Perquisites are valued at the actual amounts paid to the provider of the perquisites. The value of some perquisites is not reasonably quantifiable, but is known to be de minimis.

(5) Includes the Bank’s matching contributions under the Savings Plan and the Bank’s restored and make-up matching amounts credited under the BEP and DCP; and the Bank’s match of charitable donations by certain named executive officers pursuant to the Bank matching gift program that provides for the Bank’s matching of charitable donations made by employees or directors to eligible nonprofits of up to $1,000.

(6) Mr. Seibly became president and chief executive officer effective May 12, 2016, and resigned effective February 28, 2020.

(7) Of this amount, $16,301 represents a vacation cash-out payment.

(8) The amounts for Mr. Seibly in 2018 and 2017 represent payment of a sign-on bonus in accordance with his employment agreement.

(9) Of this amount, $16,855 represents a vacation cash-out payment.

(10) Of this amount, $39,912 represents a vacation cash-out payment.

(11) Mr. Traynor, who previously served as senior vice president, member financial services and community investment, became chief banking officer in March 2017, and effective upon Mr. Seibly’s resignation, became acting president and chief executive officer.

(12) Ms. Andreadakis, who previously served as senior vice president and chief information officer, became chief administrative officer in March 2017.

(13) This amount represents a discretionary cash incentive compensation award.

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Grants of Non-Equity Incentive Plan-Based Awards
(In whole dollars)				Estimated Payout Ranges(1)
Name	EIP for 2019	Plan Period	Payout Date	Threshold		Target		Maximum
J. Gregory Seibly	Year-End Award	2019	February 2020	$	189,000	$	378,000	$	472,500
	Deferred Award	2020-2022	February 2023	189,000		378,000		472,500
Kenneth C. Miller	Year-End Award	2019	February 2020	99,000		198,000		247,500
	Deferred Award	2020-2022	February 2023	99,000		198,000		247,500
Suzanne Titus-Johnson	Year-End Award	2019	February 2020	88,000		176,000		220,000
	Deferred Award	2020-2022	February 2023	88,000		176,000		220,000
Stephen P. Traynor	Year-End Award	2019	February 2020	91,000		182,000		227,500
	Deferred Award	2020-2022	February 2023	91,000		182,000		227,500
Elena Andreadakis	Year-End Award	2019	February 2020	91,000		182,000		227,500
	Deferred Award	2020-2022	February 2023	91,000		182,000		227,500

(1) The estimated payouts for the 2019 Year-End Awards represent 50% of the Annual Award under the EIP for 2019 that could have been earned by the respective executive officers for 2019. Actual amounts of the Year-End Awards earned and vested under the EIP for 2019 are included in the Summary Compensation Table. Estimated payouts for the Deferred Awards represent 50% of the Annual Award under the EIP for 2019 that could be vested by the respective executive officers at the end of the three-year deferral performance period. Any Deferred Award under the EIP is subject to the satisfaction of certain qualifiers and other conditions for vesting and payment at the end of the three-year deferral performance period. The Deferred Award is payable following the completion of regulatory review. See discussion in “Compensation Discussion and Analysis – Elements of our Executive Compensation Program – Executive Incentive Plan.”

Narrative to Summary Compensation Table and Grants of Non-Equity Incentive Plan-Based Awards Table

At Will Employees

All employees of the Bank are “at will” employees, including the named executive officers. The named executive officers may resign at any time, and the Bank may terminate their employment at any time, for any reason or no reason, with or without cause and with or without notice.

The 2019 base salaries as of December 31, 2019, for the 2019 named executive officers were as follows: J. Gregory Seibly, $945,000; Kenneth C. Miller, $495,000; Suzanne Titus-Johnson, $440,000; Stephen P. Traynor, $455,000; and Elena Andreadakis, $455,000. For 2020, the base salaries of the 2019 named executive officers are as follows: J. Gregory Seibly, $945,000; Kenneth C. Miller, $495,000; Suzanne Titus-Johnson, $450,000; Stephen P. Traynor, $470,000; and Elena Andreadakis, $470,000.

Corporate Senior Officer Severance Policy. The Corporate Senior Officer Severance Policy (Senior Officers' Policy) is applicable to the president, executive vice presidents, and any senior vice president as of December 31, 2018, defined in the Senior Officers’ Policy as “Corporate Senior Officer.” The Senior Officers' Policy provides severance benefits in the event that the employee's employment is terminated because the employee's job or position is eliminated or because the job or position is substantially modified so that the employee is no longer qualified or cannot perform the revised job. For these officers, severance under the Senior Officers' Policy is equal to the greater of (i) 12 weeks of the officer's base salary, or (ii) the sum of three weeks of the officer's base salary, plus three weeks of the officer's base salary for each full year of service and three weeks of base salary prorated for each partial year of service at the Bank to a maximum of 52 weeks of base salary. The Senior Officers' Policy also provides one month of continued health and life insurance benefits and, at the Bank’s discretion, outplacement assistance.

The Senior Officers' Policy provides that in the event a Corporate Senior Officer is involuntarily terminated without “Cause” under certain circumstances or voluntarily terminated with “Good Reason” (as defined by the Senior Officers' Policy) in connection with a Change in Control, upon the Bank’s timely receipt of a separation agreement and release, these executive officers will receive severance pay in a lump sum equal to one year of base salary.

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In addition, under the Senior Officers' Policy, in the event of a qualifying termination in connection with a Change in Control, each Corporate Senior Officer will be entitled to continued health and life insurance coverage under the Bank’s group health and life insurance policies, at the Bank’s expense, for a period of 12 months immediately following the effective date of separation. However, the Bank will immediately cease paying such premiums prior to the end of the 12-month period if the executive officer accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage during the 12-month period. If the Bank is not in compliance with any applicable regulatory capital or regulatory leverage requirement or if any of the payments required to be made to a Corporate Senior Officer pursuant to the Senior Officers' Policy would cause the Bank to fall below such applicable regulatory requirements, such payment will be delayed until the Bank achieves compliance with its regulatory capital requirements.

The Board believes that the level of severance benefits for each named executive officer who is a Corporate Senior Officer under the Senior Officers’ Policy is appropriate because it is reasonable to believe that finding a comparable position at another institution at a comparable compensation level could take up to one year, and possibly longer, depending on the economic environment at the time, and that the distraction of this uncertainty may have a detrimental impact on the executive's performance. If the employment of any of the named executive officers had been terminated on December 31, 2019, because the employee's job or position had been eliminated or because the job or position had been substantially modified so that the employee was no longer qualified or could not perform the revised job, the approximate value of the severance benefits payable to the executive (subject to Finance Agency regulatory review) applying the Senior Officers’ Policy would have been as follows: J. Gregory Seibly, $256,198; Kenneth C. Miller, $498,364; Suzanne Titus-Johnson, $442,287; Stephen P. Traynor, $458,333; and Elena Andreadakis, $254,468.

Employment Agreement. In April 2016, the Bank entered into an employment agreement with J. Gregory Seibly effective May 12, 2016, with an initial term of three years and one-year terms thereafter, unless terminated at any time by either the Bank or Mr. Seibly. The employment agreement remained in effect until Mr. Seibly’s resignation from the Bank effective February 28, 2020. Under the terms of his employment agreement, Mr. Seibly initially received a base annual salary of $800,000 in 2016 and a sign-on payment of $600,000, which was paid in two equal installments within 30 days of each of the first and second anniversaries of Mr. Seibly’s employment start date, and subject to clawback in certain circumstances. The employment agreement provided for a severance payment equal to (i) two times his “Base Salary” (as defined in his employment agreement); and (ii) two times his “Annual Incentive Amounts” (as defined in his employment agreement) and continued benefits if Mr. Seibly’s employment was terminated under certain circumstances in connection with a “Change in Control” (as defined in his employment agreement) of the Bank. Had Mr. Seibly’s employment been terminated in connection with a Change in Control on December 31, 2019, the approximate value of the benefits, excluding amounts of any outplacement services, payable to Mr. Seibly would have been $2,795,763.

Mr. Seibly was also eligible to participate in the Bank’s various executive incentive and employee benefit plans, including the Bank’s SERP, 2016 President’s Incentive Plan, and the 2014-2016, 2015-2017, and 2016-2018 EPUPs. In addition, Mr. Seibly was eligible to participate in the Bank’s EIP beginning in 2017. Under Mr. Seibly’s employment agreement, the years of credited service and the amount of Bank contribution credits under the SERP, prior to its amendment effective January 2018, were as follows: 10% of total annual compensation for less than 4 years of credited service; 15% of total annual compensation for 4 or more years but less than 9 years of credited service; and 20% of total annual compensation for 9 or more years of credited service. In addition, Mr. Seibly’s employment agreement provided that he would receive a supplemental SERP contribution credit in the amount of $600,000, to be credited in three equal installments over two years, with the first installment credited at the time his employment began and the second and third installments credited on the first and second anniversaries of his employment commencement, respectively. These supplemental SERP contribution credits would vest immediately when credited. Mr. Seibly’s employment agreement also provided for reimbursement of his relocation costs up to $250,000 and payment to the appropriate taxing authorities of up to $220,000 of any relocation tax obligations.

The employment agreement also provided that if Mr. Seibly’s employment was terminated due to the expiration of the initial three-year term and the Board decided not to extend his employment for any additional term, Mr. Seibly would be entitled to receive a severance payment equal to twelve (12) months of base salary and a pro-rata portion

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of the president’s incentive plan (Severance Payment). The employment agreement further provided that if Mr. Seibly was terminated without “Cause” (as defined in his employment agreement) or if he terminated his employment for “Good Reason” (as defined in his employment agreement) any time during the initial three-year term, Mr. Seibly would be entitled to receive severance payments equal to: the Severance Payment; all “Accrued Benefits” (as defined in his employment agreement); and all unpaid sign-on benefits. Had Mr. Seibly terminated his employment under these circumstances on December 31, 2019, the approximate value of the benefits, payable to Mr. Seibly, excluding amounts of any accrued benefits, would have been $1,406,400. In the event Mr. Seibly received any severance benefits under the Senior Officers’ Policy, any severance payments to be payable to Mr. Seibly under his employment agreement would be reduced by such severance benefits received under the Senior Officers’ Policy. Mr. Seibly voluntarily resigned from the Bank and was not entitled to any of the above described severance payments under the employment agreement.

Non-Equity Incentive Payments and Non-Equity Long-Term Incentive Payouts

For 2019, J. Gregory Seibly, president and chief executive officer, was awarded a Year-End Award under the EIP of $461,400. Mr. Seibly’s award was based on the Bank’s 2019 overall achievement level of 132%, which was comprised of the following achievement levels for the Bank’s four corporate goals: 144% for the Risk Management goal; 108% for the Franchise Enhancement goal; 150% for the Community Investment goal; and 148% for the Diversity and Inclusion goal, and his 2019 achievement level for his individual goal.

Based on the achievement levels for the Bank’s four corporate goals and the achievement levels of named executive officers for their respective individual goals, the following Year-End Awards under the EIP for 2019 were made: Kenneth C. Miller, $238,500; Suzanne Titus-Johnson, $213,100; Stephen P. Traynor, $221,250; and Elena Andreadakis, $221,250.

The Year-End award amounts above reflect fifty percent (50%) of the total Annual Awards approved by the Board under the EIP for 2019. The payment of the other fifty percent (50%) of the total Annual Award, i.e., the Deferred Award, is deferred for the three-year performance period and is subject to applicable qualifiers and other conditions for vesting and payment as described in “Compensation Discussion and Analysis – Elements of Our Executive Compensation Program – Executive Incentive Plan,” which discussion is herein incorporated by reference.

The following table shows the two components of the Annual Awards for the named executive officers approved by the Board under the EIP for 2019.

	EIP for 2019
Named Executive Officers	Year-End Awards(1)		Deferred Awards(2)		Annual Awards
J. Gregory Seibly	$	461,400	$	461,400	$	922,800
Kenneth C. Miller	238,500		238,500		477,000
Suzanne Titus-Johnson	213,100		213,100		426,200
Stephen P. Traynor	221,250		221,250		442,500
Elena Andreadakis	221,250		221,250		442,500
Total					$	2,711,000

(1) The Year-End Award is 50 percent of the Annual Award and included in the Summary Compensation Table.

(2) The Deferred Award is 50 percent of the Annual Award and remain subject to the satisfaction of applicable qualifiers and other conditions for vesting and payment and will not be paid until 2023. The Deferred Awards are also subject to modification and forfeiture under the terms of the EIP.

In reviewing the Bank’s 2019 performance, the Board recognized the president’s leadership and the other named executive officers' management in addressing risk management, business, financial, operational efficiency, and regulatory challenges and issues, while achieving all performance goals and objectives at a very high level. With respect to Mr. Seibly in particular, the Board recognized the president’s achievements with respect to his efforts in connection with maintaining sound capital management practices, the continuing commitment to safe and sound practices while enhancing operational and financial efficiency and effectiveness, and enhancing constituent

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relations. The Board also recognized the president for his leadership in completing a new career architecture program, enhancing the performance management practices, and enhancing the succession planning processes for the senior leadership team. Finally, the Board acknowledged the president’s efforts in completing the headquarters relocation as scheduled and budgeted.

With respect to the Bank’s Risk Management goal, comprised of the cyber-security threat management goal component and the risk management practices and credit underwriting framework goal component, this goal was measured at an aggregate achievement level of 144%. In support of the achievement level for the cyber-security threat management goal component, management enhanced the Bank’s cyber-security awareness program was enhanced to include four topical sessions for users that addressed current security trends and threats. The Bank’s cyber-security defenses were enhanced by using machine learning tools and techniques to identify trends from multiple and similar information security events. In further support of the achievement level for this goal component, the Bank has enabled and tested full business process resiliency across its data centers and has formally documented and tracked all outstanding IT and Information Security compliance gaps.

With respect to the risk management practices and credit underwriting framework goal component of the Risk Management goal, the Bank’s Governance-Risk-Control tool was deployed to provide a centralized repository that will make all risk management, credit and collateral, information technology and security, and finance policies available enterprise-wide. In addition, the Risk Division reached all the targeted milestones for this goal component, including fully back-testing the Bank’s prepayment/default model in preparation for full implementation of the model, and completing the review work, independent validation, and model analysis for the transition of the “OTTI” validation model from a third-party vendor to in-house. Last, management enhanced components of the Bank’s credit and collateral framework.

In regard to the Bank’s Franchise Enhancement goal, which consisted of three goal components, this goal was measured at an aggregate achievement level of 108%. In support of this achievement level, the Board recognized the Bank’s financial performance in 2019 for the financial performance goal component, and the achievements relating to the Bankwide prioritization and process improvement goal and the member business goal components. With respect to the financial performance goal, the AROCS goal target level for 2019 was set at 2.0%. In March 2019, the measurement for the AROCS was revised to exclude favorable financial performance drivers that the Board determined should not be included, primarily relating to financial performance attributable to debt issued at the end of 2018 at favorable funding spreads that favorably affected 2019 financial performance, plan assumptions on spreads on new MBS investments, and revisions made to the Bank’s prepayment/default model. After this adjustment, the Bank achieved an AROCS of 1.84% (net of the impact of other-than-temporary impairment charges).

For the Bankwide prioritization and process improvement goal component, the Bankwide prioritization process was officially launched in January 2019. Six prioritization sessions were held in 2019, and “lean” change agents were mobilized across the Bank. In further support of this goal, two enterprise-wide processes delivered measurable improvements in 2019, and six business units identified and delivered quantifiable process improvements by the end of October 2019.

With respect to the first part of the member business goal component, which measured how well the Bank maintained and increased the volume of advances and letters of credit outstanding to members, the Bank’s average daily balance for advances and letters of credit for 2019 was $79.8 billion, below the “Meets” goal achievement level of $85.0 billion. With respect to the second part of the member business goal component, which focused management on proactive Bank engagement with member financial institutions to help members in developing their strategic and tactical business plans and enabling the Bank to better promote its array of products and services to members, the Bank had 124 member visits and 17 member engagement events during 2019. These accomplishments were above the “Far Exceeds” goal achievement level.

For the Community Investment goal, which was measured at an achievement level of 150%, the Board noted the Bank’s strong performance in far exceeding the goal that was focused on the number of members using the CIP and ACE Program or participating in the AHEAD Program.

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With respect to the Diversity and Inclusion goal, which was measured at an achievement level of 148%, the Board noted the Bank’s achievements in completing the 2019 Diversity and Inclusion Strategic Initiatives, along with the enhancement made in the Bank’s supplier diversity training and diverse spend levels relative to the 2019 diverse spend goal. Also, in support of the achievement level of this goal, the Board recognized the Bank’s performance in providing leadership competency training to 99% of manager employees in 2019 (which included a “Values Differences” competency in support of the Bank’s Workforce Diversity program) and in transacting with diverse dealers that participate in the issuance of FHLBank System consolidated obligations.

For the Gap Year Award under the EIP for 2017, covering the three-year period 2017 through 2019, long-term cash incentive compensation awards to the named executive officers were based on the achievement levels for the Bank’s AROCS goal and Risk Management goal over the three-year performance period from 2017 through 2019. The overall achievement level for the goals over this period was 143%, reflecting the effect of above-target performance on the AROCS goal in 2017, 2018, and 2019. The target level for the three-year period 2017 through 2019 was 2.43%, and the Bank achieved a spread of 3.37% (net of adjustments), which represents 150% achievement. The overall achievement level also reflected an achievement level for the Risk Management goal component of 140%, which was the average of the actual Risk Management goal achievement levels under the EIPs for 2017, 2018 and 2019.

The awards approved by the Board under the Gap Year Award were as follows: J. Gregory Seibly, $420,200; Kenneth C. Miller, $231,000; Suzanne Titus-Johnson, $205,200; Stephen P. Traynor, $200,700; and Elena Andreadakis, $188,500.

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Pension Benefits Table

The following table provides the present value of accumulated pension and pension-related benefits payable as of December 31, 2019, to each of the named executive officers upon the normal retirement age of 65 under the Bank’s qualified and non-qualified defined benefit pension plans.

(In whole dollars)
Name	Plan Name	Years of Credited Service	Present Value of Accumulated Benefits(1)		Payments During Last Fiscal Year
J. Gregory Seibly	Cash Balance Plan	3.083	$	74,427	$	—
	Financial Institutions Retirement Fund	N/A	—		—
	Benefit Equalization Plan	3.083	303,888		—
	Deferred Compensation Plan	3.083	—		—
	Supplemental Executive Retirement Plan(2)	3.583	2,192,211		—
Kenneth C. Miller	Cash Balance Plan	24.917	709,983		—
	Financial Institutions Retirement Fund	0.917	25,066		—
	Benefit Equalization Plan	24.917	539,449		—
	Deferred Compensation Plan	24.917	25,195		—
	Supplemental Executive Retirement Plan(2)	17.000	2,084,464		—
Suzanne Titus-Johnson	Cash Balance Plan	33.333	1,042,643		—
	Financial Institutions Retirement Fund	9.333	161,425		—
	Benefit Equalization Plan	33.333	973,147		—
	Deferred Compensation Plan	33.333	182,604		—
	Supplemental Executive Retirement Plan(2)	14.750	1,152,504		—
Stephen P. Traynor	Cash Balance Plan	24.250	693,703		—
	Financial Institutions Retirement Fund	0.250	5,801		—
	Benefit Equalization Plan	24.250	268,563		—
	Deferred Compensation Plan	24.250	213,056		—
	Supplemental Executive Retirement Plan(2)	17.000	1,997,663		—
Elena Andreadakis	Cash Balance Plan	8.083	193,940		—
	Financial Institutions Retirement Fund	N/A	—		—
	Benefit Equalization Plan	8.083	174,343		—
	Deferred Compensation Plan	8.083	22,197		—
	Supplemental Executive Retirement Plan(2)	8.583	827,958		—

(1) For purposes of this table, the present value of accumulated benefits as of December 31, 2019 (measured December 31, 2019) was calculated using a discount rate of 2.75%, which is consistent with the assumptions used in the Bank’s financial statements. Actual benefit payments under each plan may differ based on the applicable discount rate under the terms of the relevant plan. The Bank withdrew from the FIRF, a multiple-employer tax-qualified defined benefit plan, on December 31, 1995. Amounts under the BEP and the DCP represent the present value of only the pension-related benefits accumulated for the named executive officer.

(2) For the purposes of this table, the years of credited service for the SERP represent the years of participation since the inception of the SERP in 2003 or the first year in which the participant initially became active in the SERP. For purposes of determining the amount of Bank contribution in the SERP table, the years of credited service are defined in the SERP.

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Narrative to Pension Benefits Table

For information regarding the plans in the table, see the discussion in our Compensation Discussion and Analysis under “Cash Balance Plan and the Financial Institutions Retirement Fund,” “Benefit Equalization Plan,” “Deferred Compensation Plan,” and “Supplemental Executive Retirement Plan.” The valuation method and material assumptions used in quantifying the present value of the current accrued benefits in the table are consistent with the assumptions used in the Bank’s financial statements. See the discussion in “Item 8. Financial Statements and Supplementary Data – Note 16 – Employee Retirement Plans and Incentive Compensation Plans.”

Non-Qualified Deferred Compensation Table

The following table reflects the non-qualified Deferred Compensation Plan balances as of December 31, 2019, for the named executive officers.

(In whole dollars)
Name and Principal Position	Last Fiscal Year	Beginning of Year Balance		2019 Executive Contributions(1)		2019 Bank Contributions(2)		Aggregate Earnings/ (Losses)		Aggregate (Withdrawals)/ Distributions			Yearend 2019 Aggregate Balance(3)
J. Gregory Seibly	2019	$	—	$	—	$	—	$	—	$	—		$	—
President and
Chief Executive Officer
Kenneth C. Miller	2019	—		—		—		—		—			—
Executive Vice President and
Chief Financial Officer
Suzanne Titus-Johnson	2019	680,330		316,960		7,200		126,056		—			1,130,546
Executive Vice President and
Chief Legal Officer and Corporate Secretary
Stephen P. Traynor	2019	3,090,758		480,912		5,040		159,418		(88,428		)	3,647,700
Executive Vice President and
Chief Banking Officer
Elena Andreadakis	2019	193,986		201,600		12,096		52,660		—			460,342
Executive Vice President and
Chief Administrative Officer

(1) The 2019 executive contributions made by Ms. Andreadakis are included in the "Salary" column in the Summary Compensation Table (SCT); the 2019 executive contributions made by Ms. Titus-Johnson are included in the "Salary" and "Non-Equity LTIP Payout" columns in the SCT; and the 2019 executive contributions for Mr. Traynor are included in the “Salary,” “Non-Equity Incentive Payment,” and “Non-Equity LTIP Payout” columns in the SCT.

(2) Represents make-up Bank matching contributions lost under the Savings Plan as a result of deferring compensation. The 2019 Bank contribution made to Ms. Andreadakis, Ms. Titus-Johnson, and Mr. Traynor are included in the “All Other Compensation" column for 2019 in the SCT.

(3) The yearend aggregate balance for Ms. Andreadakis includes $201,600 reported in the "Salary" column for 2019 in the SCT, and includes $12,096 reported in the "All Other Compensation" column for 2019 in the SCT. The yearend 2019 aggregate balance for Ms. Titus-Johnson includes $120,000 reported in the “Salary” column for 2019 in the SCT, and includes $7,200 reported in the "All Other Compensation" column for 2019 in the SCT. The yearend 2019 aggregate balance for Mr Traynor includes $84,000 reported in the "Salary" column for 2019 in the SCT, and includes $5,040 reported in the "All Other Compensation" column for 2019 in the SCT.

Narrative to Non-Qualified Deferred Compensation Table

The Non-Qualified Deferred Compensation Table presents information about our DCP, which is designed to allow Bank officers to defer up to 100% of base salary and short- and long-term incentive cash compensation awards, as applicable. Directors may also participate in the DCP to defer up to 100% of their director fees.

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The Bank’s matching contribution under the Savings Plan is calculated on the basis of an officer's base salary after deferring base salary compensation under the DCP. As a result, an officer who defers base salary compensation forgoes the Bank’s matching contribution on the portion of compensation that is deferred. To compensate for this, the Bank makes a contribution credit to the officer's DCP balance to restore the benefit under the Savings Plan that would otherwise be lost as a result of deferring base salary compensation, and these “make up matching contributions” are also reflected in the table.

Participants may direct the investments of deferred amounts into core mutual funds or into a brokerage account. Participants may change these investment directions at any time. All investment earnings accumulate to the benefit of the participants on a tax-deferred basis. Brokerage fees relating to purchases and sales are charged against the value of the participant's deferred balance in the plan. The Bank pays all set-up and annual account administration fees.

Income taxes are deferred until a participant receives payment of funds from the plan. Participants may elect payouts in a lump sum or over a payout period from 2 to 10 years. A participant may change any previously elected payment schedule by submitting a written election. Any written election to change the payment schedule must be made at least 12 months prior to the original payout date, and the new payout date, in most cases, must be at least 5 years from the original payout date.

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CHIEF EXECUTIVE OFFICER PAY RATIO

For the year ended December 31, 2019, the ratio of the Bank’s chief executive officer’s total compensation for 2019 to the Bank’s median of the annual total compensation for 2019 of all our employees, except the chief executive officer (Median Employee) is 12.01:1. For total compensation for the Bank’s chief executive officer and the Median Employee, the Bank used the same elements of compensation presented in the Summary Compensation Table and calculated total compensation in the same manner total compensation is calculated for the Summary Compensation Table for both employees, which includes among other things, amounts attributable to the change in pension value, which will vary among employees based upon their tenure at the Bank. For 2019, the total compensation of the Median Employee was $224,202, and the total compensation of the CEO, as reported in the Total Compensation column in the Summary Compensation Table, was $2,692,953.

The Bank identified the Median Employee by calculating the 2019 total compensation (using the same elements of compensation in the Summary Compensation Table and in the same manner total compensation is calculated for the Summary Compensation Table) for each of the employees who were employed by the Bank on December 31, 2019, and ranking the 2019 total compensation for all such employees (a list of 281 employees) from lowest to highest, excluding the chief executive officer. The employees in the calculation included all full-time and part-time employees, and the Bank annualized compensation for all such employees.

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DIRECTOR COMPENSATION

We provide our directors with compensation for the performance of their duties as members of the Board of Directors and for the amount of time spent on the Bank’s business.

Director Compensation Table For the Year Ended December 31, 2019
(In whole dollars)
Name of Directors serving during 2019	Fees Earned or Paid in Cash
John F. Luikart(1)(3)	$	140,000
Brian M. Riley(2)	135,000
Jeffrey K. Ball(3)	120,000
Bradley W. Beal(3)(4)	120,000
Craig G. Blunden(3)(4)	115,000
Marangal L. Domingo	120,000
Melinda Guzman	120,000
Simone Lagomarsino(3)	125,000
Kevin Murray	115,000
Robert F. Nielsen	115,000
Joan C. Opp(3)	125,000
F. Daniel Siciliano	120,000
Scott C. Syphax	120,000
Virginia A. Varela(3)	115,000
John T. Wasley(3)	120,000
Total	$	1,825,000

(1) Mr. Luikart served as Chair during 2019.

(2) Mr. Riley served as Vice Chair during 2019.

(3) The Bank offers a matching gift program to all employees and directors whereby the Bank will match charitable donations to eligible nonprofits up to $1,000. For the year ended 2019, the Bank made $1,000 matching contributions on behalf of Directors Luikart, Ball, Beal, Blunden, Lagomarsino, Opp, Varela, and Wasley.

(4) Mr. Beal’s term as director and Mr. Blunden’s term as director both expired on December 31, 2019.

On occasion, the Bank pays for resort activities for directors in connection with Board meetings and other business-related meetings, and, in some cases, the Bank may pay the expenses for spouses accompanying directors to these meetings or other Bank-sponsored events. The value of these perquisites is considered de minimis and not included in the table above.

The Board of Directors Compensation and Expense Reimbursement Policy for 2019 (2019 Directors Compensation Policy) provided the directors with compensation for the performance of their duties as members of the Board of Directors and the amount of time spent on official Bank business, as set forth below.

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(In whole dollars)
Position	Maximum Annual Service Fee		Maximum Annual  Meeting Fees		Total Maximum Annual Compensation
Chair	$	90,000	$	50,000	$	140,000
Vice Chair	85,000		50,000		135,000
Audit and Risk Committee Chairs	75,000		50,000		125,000
All Other Committee Chairs	70,000		50,000		120,000
Other Directors	65,000		50,000		115,000

Under the 2019 Directors Compensation Policy, service fees for the above positions were paid for serving as a director during and between regularly scheduled meetings of the Board. The maximum annual service fee was prorated and paid with the meeting fee, if applicable, at the conclusion of each two-month service period on the Board of Directors (monthend February, April, June, August, October, and December). In addition, each director received a fee of $10,000 for attending any portion of five of the six regularly scheduled two-day Board meetings, subject to the annual maximum of $50,000.

The 2019 Directors Compensation Policy provided that a director could receive a meeting fee for participation in one regularly scheduled Board meeting by telephone. No other fee was paid for participation in meetings of the Board or committees by telephone or participation in other Bank or FHLBank System activities. The president of the Bank was authorized to interpret the 2019 Directors Compensation Policy, as necessary, according to applicable statutory, regulatory, and policy limits.

Under the 2019 Directors Compensation Policy, the final prorated service fee was to be withheld if a director did not attend at least 75% of all regular and special meetings of the Board and the director's assigned committees for the year, or if the Board determined a director had consistently demonstrated a lack of engagement and participation in meetings attended. In addition, the meeting fee attendance requirement provided that a director would receive a meeting fee only if he or she attended the regular Board meeting as well as at least one assigned committee meeting during the Board's regularly scheduled two-day meetings.

Under the 2019 Directors Compensation Policy, the Bank reimbursed directors for necessary and reasonable travel, subsistence, and other related expenses incurred in connection with the performance of their official duties, which may have included participation in meetings or activities for which no fee was paid.

For expense reimbursement purposes, directors' official duties included:

• Meetings of the Board and Board committees,

• Meetings requested by the Finance Agency and FHLBank System committees,

• Meetings of the Council of FHLBanks and its committees,

• Meetings of the Bank’s Affordable Housing Advisory Council,

• Events attended on behalf of the Bank when requested by the president in consultation with the chair,

• Other events attended on behalf of the Bank with the prior approval of the chair,

• Director education events attended with the prior approval of the chair, and

• National Association of Corporate Directors Annual Meeting.

The 2019 Directors Compensation Policy also provides that directors may receive up to an additional $1,500 in compensation in the form of expense reimbursement for meals and travel for a spouse or significant other.

The Board adopted a Board of Directors Compensation and Expense Reimbursement Policy for 2020, which is substantially similar to the 2019 Directors Compensation Policy, with no increases in director fees for 2020. The 2020 Directors Compensation Policy also provides that directors are provided the opportunity to participate in the Bank’s Charitable Contribution Matching Gift Program.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information about those stockholders that are beneficial owners of more than 5% of the Federal Home Loan Bank of San Francisco’s outstanding capital stock, including mandatorily redeemable capital stock, as of February 29, 2020.

Name and Address of Beneficial Owner	Number of Shares Held	Percentage of Outstanding Shares
First Republic Bank	4,124,250	13.3	%
111 Pine Street
San Francisco, CA 94111
MUFG Union Bank, National Association	3,229,200	10.4
445 South Figueroa Street, 9th Floor
Los Angeles, CA 90071
Wells Fargo Financial National Bank	2,430,000	7.8
4455 Spring Mountain Road
Las Vegas, NV 89102
Total	9,783,450	31.5	%

The following table sets forth information about those members (or their holding companies) with officers or directors serving as directors of the Federal Home Loan Bank of San Francisco as of February 29, 2020.

Director Name	Name of Institution	City	State	Number of Shares Held	Percentage of Outstanding Shares
Jeffrey K. Ball	Friendly Hills Bank	Whittier	CA	10,659	—	%
Marangal (Marito) Domingo	First Technology Federal Credit Union	Mountain View	CA	652,050	2.1
Matthew Hendricksen	Employers Insurance Company of Nevada	Reno	NV	11,782	—
Matthew Hendricksen	Employers Assurance Company	Reno	NV	9,542	—
Matthew Hendricksen	Employers Compensation Insurance Company	Reno	NV	25,092	0.1
Matthew Hendricksen	Employers Preferred Insurance Company	Reno	NV	20,412	0.1
Simone Lagomarsino	Luther Burbank Savings	Santa Rosa	CA	296,124	1.0
Shruti Miyashiro	Orange County's Credit Union	Santa Ana	CA	76,621	0.2
Joan C. Opp	Stanford Federal Credit Union	Palo Alto	CA	150,000	0.5
Brian M. Riley	Clearinghouse CDFI	Lake Forest	CA	19,878	0.1
Brian M. Riley	Oxford Life Insurance Company	Phoenix	AZ	38,115	0.1
Brian M. Riley	State Bank of Arizona	Lake Havasu City	AZ	36,182	0.1
Virginia A. Varela	Golden Pacific Bank, National Association	Sacramento	CA	5,733	—
Total				1,352,190	4.3	%

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Capital stock ownership is a prerequisite to transacting any member business with the Federal Home Loan Bank of San Francisco (Bank). The members, former members, and certain other nonmembers own all the capital stock of the Bank, the majority of the directors of the Bank are officers or directors of members, and the Bank conducts its advances and purchased mortgage loan business almost exclusively with members or member successors. The Bank extends credit in the ordinary course of business to members with officers or directors who serve as directors of the Bank and to members owning more than 5% of the Bank’s capital stock (5% shareholders) on market terms that are no more favorable to them than the terms of comparable transactions with other members. In addition, the Bank may transact short-term investments, Federal funds sold, and mortgage-backed securities (MBS) with members and their affiliates that have officers or directors who serve as directors of the Bank or with 5% shareholders. All investments are market rate transactions, and all MBS are purchased through securities brokers or dealers. The Bank may also be the primary obligor on debt issued in the form of Federal Home Loan Bank (FHLBank) System consolidated obligations using underwriters and dealers, and may enter into interest rate exchange agreements with counterparties, that may be affiliates of Bank members with officers or directors who serve as directors of the Bank or affiliates of members and nonmembers owning more than 5% of the Bank’s capital stock, which are transactions in the ordinary course of the Bank’s business and are market rate transactions.

The FHLBank Act requires the Bank to establish an Affordable Housing Program (AHP). The Bank provides subsidies to members, which use the funds to assist in the purchase, construction, or rehabilitation of housing for very low-, low-, and moderate-income households. Subsidies may be in the form of direct grants or below-market interest rate advances. Only Bank members, along with their nonmember AHP project sponsors, may submit AHP applications. All AHP subsidies are made in the ordinary course of business.

The FHLBank Act also requires the Bank to establish a Community Investment Program (CIP) and authorizes the Bank to offer additional Community Investment Cash Advance (CICA) programs. Under these programs, the Bank provides subsidies in the form of grants and below-market interest rate advances or standby letters of credit to members for community lending and economic development projects. Only Bank members may submit applications for these credit program subsidies. All CICA subsidies are made in the ordinary course of business.

In instances where an AHP or CICA transaction involves a member that owns more than 5% of the Bank’s capital stock (or an affiliate of such a member), a member with an officer or director who is a director of the Bank, or an entity with an executive officer, director, controlling shareholder, or general partner who serves as a director of the Bank (and that has a direct or indirect interest in the subsidy), the transaction is subject to the same eligibility and other program criteria and requirements as all other comparable transactions and to the regulations governing the operations of the relevant program.

The Bank may also use members that have officers or directors who serve as directors of the Bank or 5% shareholders or their affiliates as securities custodians and derivative dealer counterparties. These financial relationships are conducted in the ordinary course of business on terms and conditions similar to those that would be available for comparable services if provided by unaffiliated entities.

The Bank does not have a written policy to have the Board of Directors (Board) review, approve, or ratify transactions with members that are outside the ordinary course of business because such transactions rarely occur. However, it has been the Bank’s practice to report to the Board all transactions between the Bank and its members that are outside the ordinary course of business, and, on a case-by-case basis, seek Board approval or ratification.

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Director Independence

General

Under the rules of the Securities and Exchange Commission (SEC), the Bank is required to identify directors who are independent, and members of the Board’s Audit Committee and Compensation and Human Resources Committee and any committee performing similar functions to a nominating committee who are not independent, using the independence definition of a national securities exchange or automated quotation system. The Bank’s capital stock is not listed on a national securities exchange or automated quotation system, and the Bank’s Board of Directors is not subject to the independence requirement of any such exchange or automated quotation system. The Bank is subject to the independence standards for directors serving on the Bank’s Audit Committee set forth in the rules of the Federal Housing Finance Agency (Finance Agency), and looks to the Finance Agency independence standards to determine independence for all directors, whether or not they serve on the Audit Committee. In addition, for purposes of compliance with the SEC’s disclosure rules only, the Board has evaluated director independence using the definition of independence articulated in the rules of the National Association of Securities Dealers Automated Quotations (NASDAQ).

In addition to the independence rules and standards above, the FHLBanks are required to comply with the rules issued by the SEC under Section 10A(m) of the Securities Exchange Act of 1934, which includes a substantive independence rule prohibiting a director from being a member of the Audit Committee if he or she, other than in his or her capacity as a member of the Audit Committee, the Bank’s Board of Directors, or any other Board committee, accepts any consulting, advisory, or other compensatory fee from the Bank or is an “affiliated person” of the Bank as defined by the SEC rules (the person controls, is controlled by, or is under common control with the Bank).

Director Independence under the Finance Agency Regulations

The Finance Agency director independence rule provides that a director is sufficiently independent to serve as a member of the Bank’s Audit Committee if that director does not have a disqualifying relationship with the Bank or its management that would interfere with the exercise of that director’s independent judgment. Disqualifying relationships under the Finance Agency independence standards include, but are not limited to: (i) employment with the Bank at any time during the last five years; (ii) acceptance of compensation from the Bank other than for service as a director; (iii) being a consultant, advisor, promoter, underwriter, or legal counsel for the Bank at any time within the last five years; and (iv) being an immediate family member of an individual who is or who has been a Bank executive officer within the past five years.

Although the Finance Agency’s independence standard only applies by regulation to members of the Bank’s Audit Committee, the Bank’s Board looks to this standard for purposes of determining independence of all Bank directors.

The independence standard imposed on the Audit Committee under the Finance Agency regulations takes into account the fact that the Bank was created by Congress; the Bank has a cooperative ownership structure; the Bank is statutorily required to have member directors who are either an officer or director of a Bank member; the Bank was created to provide its members with products and services; and the Bank’s Board of Directors is statutorily required to administer the affairs of the Bank fairly and impartially and without discrimination in favor of or against any member borrower. The Finance Agency’s independence standards do not include as a disqualifying relationship any business relationships between a director’s member institution and the Bank. Consistent with the rule, the Bank’s Board does not believe that the statutorily prescribed business relationships between a director’s member institution and the Bank interfere with the director’s exercise of his or her independent judgment. The national securities exchanges’ independence definition, including those of the NASDAQ, do not generally take into account the cooperative nature of the Bank. Accordingly, the Bank’s Board believes that the appropriate standard for measuring director independence is the Finance Agency’s independence standards.

Applying the Finance Agency independence standards, the Board has determined that all directors who served in 2019 were, and all current directors are, independent.

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Director Independence under the NASDAQ Rules

If the Bank uses the NASDAQ standard for purposes of complying with the SEC disclosure rules, the Board must make an affirmative determination that the director does not have a relationship with the Bank that would impair his or her independence. “Independent director” under the NASDAQ rules means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, the NASDAQ rules set forth seven relationships that automatically preclude a determination of director independence. Among other things, a director is not considered to be independent if the director is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Bank made, or from which the Bank received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more.

Using the NASDAQ rules, the Board affirmatively determined that in its opinion Ms. Guzman, Mr. Luikart, Mr. Nielsen, Mr. Siciliano, Mr. Syphax, and Mr. Wasley, who are current nonmember directors and are not employed by and do not serve as a director of any member institution, are independent and, to the extent they served as nonmember directors in 2019, were independent in 2019 under the NASDAQ rules because they have no relationship with the Bank that would interfere with their exercise of independent judgment in carrying out their responsibilities.

Using the NASDAQ rules, the Board affirmatively determined that in its opinion the following current member directors are independent and, to the extent they served as member directors in 2019, were independent in 2019 under the NASDAQ rules because they have no relationship with the Bank that would interfere with their exercise of independent judgment in carrying out their responsibilities as directors: Mr. Ball, Mr. Domingo, Mr. Hendricksen, Ms. Lagomarsino, Ms. Miyashiro, Ms. Opp, Mr. Riley, and Ms. Varela.

In making these determinations, the Board recognized that during their directorships the member directors were employed by or served as a director of a member institution that may have conducted business with the Bank in the ordinary course of the Bank’s and the member institution’s respective businesses. The Board determined that these ordinary course customer relationships with the member institutions that had or have member directors on the Board would not interfere with the member directors’ exercise of independent judgment or their independence from management under the NASDAQ rules. This determination is based on the fact that the Bank was created by Congress, the Bank has a cooperative ownership structure, the Bank is statutorily required to have member directors who are either an officer or director of a Bank member, the Bank was created to provide its members with products and services, and the Board is statutorily required to administer the affairs of the Bank fairly and impartially and without discrimination in favor of or against any member borrower.

Audit Committee Independence

The Board has an Audit Committee. Under the Finance Agency’s independence standards and NASDAQ rules, all Audit Committee members who served in 2019 were independent and all current Audit Committee members are independent.

All Audit Committee members who served in 2019 and all current Audit Committee members met the substantive independence rules under Section 10A(m) of the 1934 Act.

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Compensation and Human Resources Committee Independence

The Board has a Compensation and Human Resources Committee. Using the Finance Agency’s director independence standards and under the NASDAQ rules, all Compensation and Human Resources Committee members who served in 2019 were independent, and all current Compensation and Human Resources Committee members are independent.

Under the NASDAQ rules, to be considered an independent compensation committee member, a director must meet the definition under the general NASDAQ independence rules, and the board of directors must affirmatively determine the independence of any director who will serve on the company’s compensation committee and must consider all factors specifically relevant to determining whether such a director has a relationship to the company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member. Relevant factors must include the source of compensation of directors, including any consulting, advisory, or other compensatory fee paid by the company to the directors and whether the director is affiliated with the company.

Governance Committee

The Board has a Governance Committee that performs certain functions that are similar to those of a nominating committee with respect to the nomination of nonmember independent directors. Using the Finance Agency’s director independence standards, all Governance Committee members who served in 2019 were independent and all current Governance Committee members are independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees billed to the Federal Home Loan Bank of San Francisco (Bank) for the years ended December 31, 2019 and 2018, by its external accounting firm, PricewaterhouseCoopers LLP.

(In millions)	2019		2018
Audit fees	$	1.2	$	1.0
All other fees	—		—
Total	$	1.2	$	1.0

Audit Fees. Audit fees during 2019 and 2018 were for professional services rendered in connection with the audits of the Bank’s annual financial statements, the review of the Bank’s quarterly financial statements included in each Quarterly Report on Form 10-Q, and the audit of the Bank’s internal control over financial reporting.

All Other Fees. All other fees for 2019 and 2018 were for consulting and advisory services. The Bank is exempt from all federal, state, and local taxation, and no tax consulting fees were paid during 2019 and 2018.

Audit Committee Pre-Approval Policy

In accordance with the Securities and Exchange Commission rules and regulations implementing the Securities Exchange Act of 1934 (SEC rules), all audit, audit-related, and non-audit services proposed to be performed by the Bank’s independent auditor must be pre-approved by the Audit Committee to ensure that they do not impair the auditor’s independence. The SEC rules require that proposed services either be specifically pre-approved on a case-by-case basis (specific pre-approval services) or be pre-approved without case-by-case review under policies and procedures established by the Audit Committee that are detailed as to the particular service and do not delegate Audit Committee responsibilities to management (general pre-approval services).

The Bank’s Audit Committee has adopted a policy, the Independent Auditor Services Pre-Approval Policy (Policy), setting forth the procedures and conditions pursuant to which services proposed to be performed by the Bank’s independent auditor may be approved. Under the Policy, unless services to be provided by the independent auditor

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have received general pre-approval, they require specific pre-approval by the Audit Committee. Any proposed services exceeding the pre-approved maximum fee amounts set forth in the appendices to the Policy will also require specific pre-approval by the Audit Committee.

The Policy is designed to be detailed as to the particular services that may be provided by the independent auditor and to provide for the Audit Committee to be informed of each service provided by the independent auditor. The Policy is also intended to ensure that the Audit Committee does not delegate to management its responsibilities in connection with the approval of services to be provided by the independent auditor.

For both specific pre-approval and general pre-approval of services, the Audit Committee considers whether the proposed services are consistent with the SEC rules on auditor independence and whether the provision of the services by the independent auditor would impair the independent auditor’s independence. The Audit Committee also considers (i) whether the independent auditor is positioned to provide effective and efficient services, given its familiarity with the Bank’s business, management, culture, accounting systems, risk profile, and other factors, and (ii) whether having the independent auditor provide the service may enhance the Bank’s ability to manage or control risk or improve audit quality. The Audit Committee also considers the total amounts of fees for audit, audit-related, and non-audit services for a given calendar year in deciding whether to pre-approve any such services and may choose to determine, for a particular calendar year, the appropriate ratio between the total amount of fees for audit and audit-related services and the total amount of fees for permissible non-audit services.

The Audit Committee annually reviews and pre-approves the services that may be provided by the independent auditor during a given calendar year without specific pre-approval from the Audit Committee.

The Audit Committee has delegated to its chair and vice chair individually specific pre-approval authority for additional audit or audit-related services to be provided by the independent auditor, provided that the estimated fee for each type of proposed service does not exceed $50,000 and the total aggregated fees for all services pre-approved by each individual under this delegated authority do not exceed $100,000 in a calendar year. The chair or vice chair, as the case may be, is required to report to the Audit Committee any services pre-approved under the delegated authority.

In 2019 and 2018, 100% of the audit-related fees and all other fees were pre-approved by the Audit Committee.

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PART IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements

The financial statements included as part of this Form 10-K are identified in the Index to Audited Financial Statements appearing in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.

(2) Financial Statement Schedules    

All financial statement schedules are omitted because they are either not applicable or the required information is shown in the financial statements or the notes thereto.

(b)    Exhibits

Exhibit No.	Description
3.1	Organization Certificate and resolutions relating to the organization of the Federal Home Loan Bank of San Francisco incorporated by reference to Exhibit 3.1 to the Bank's Registration Statement on Form 10 filed with the Securities and Exchange Commission on June 30, 2005 (Commission File No. 000-51398)
3.2	Bylaws of the Federal Home Loan Bank of San Francisco, as amended and restated on January 31, 2020
4.1	Capital Plan, as amended and restated effective April 1, 2015, and updated August 3, 2015, to reflect adjustments to activity-based stock requirements, incorporated by reference to Exhibit 4.1 to the Bank's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2016 (Commission File No. 000-51398)
10.1	Summary Sheet: Terms of Employment for Named Executive Officers for 2020
10.2	Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.2 to the Bank’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017 (Commission File No. 000-51398)
10.3	Form of Director Indemnification Agreement, effective November 5, 2018, incorporated by reference to Exhibit 10.3 to the Bank’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2019 (Commission File No. 000-51398)
10.4	Form of Senior Officer Indemnification Agreement, incorporated by reference to Exhibit 10.3 to the Bank’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017 (Commission File No. 000-51398)
10.5	Employment Agreement by and among the Federal Home Loan Bank of San Francisco and John Gregory Seibly, dated April 26, 2016, as amended, incorporated by reference to Exhibit 10.1 to the Bank's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2016 (Commission File No. 000-51398)
10.6	Board Resolution for 2020 Board of Directors Compensation and Expense Reimbursement Policy
10.7	Executive Incentive Plan, as amended and restated March 29, 2019; Appendices I-III, as approved December 23, 2016; Appendix IV, as approved December 1, 2017; Appendix V, as approved December 7, 2018; and Appendix VI, as approved January 31, 2020
10.8	Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2018, incorporated by reference to Exhibit 10.12 to the Bank's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2018 (Commission File No. 000-51398)
10.9	Original Deferred Compensation Plan, as restated, incorporated by reference to Exhibit 10.13 to Bank's Registration Statement on Form 10 filed with the Securities and Exchange Commission on June 30, 2005 (Commission File No. 000-51398)
10.10	Deferred Compensation Plan, as amended and restated effective January 1, 2020
10.11	Corporate Senior Officer Severance Policy, as amended and restated on March 4, 2020
10.12	Amended and Restated Federal Home Loan Bank P&I Funding and Contingency Plan Agreement, effective as of January 1, 2017, by and among the Office of Finance and each of the Federal Home Loan Banks, incorporated by reference to Exhibit 10.23 to the Bank’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017 (Commission File No. 000-51398)

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10.13	Joint Capital Enhancement Agreement, as amended August 5, 2011, with the other 11 Federal Home Loan Banks, incorporated by reference to Exhibit 99.1 to the Bank's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2011 (Commission File No. 000-51398)
31.1	Certification of the Acting President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Acting President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1++	Audit Committee Report
101.INS	Inline 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	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

++ The report contained in Exhibit 99.1 is being furnished and will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 6, 2020.

FEDERAL HOME LOAN BANK OF SAN FRANCISCO

/S/ STEPHEN P. TRAYNOR

Stephen P. Traynor
Acting President and Chief Executive Officer

March 6, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 6, 2020.

 

/S/ STEPHEN P. TRAYNOR

Stephen P. Traynor
Acting President and Chief Executive Officer

/S/ KENNETH C. MILLER

Kenneth C. Miller

Executive Vice President and Chief Financial Officer

(Principal financial officer and Principal accounting officer)

/S/ F. DANIEL SICILIANO

F. Daniel Siciliano

Chair of the Board of Directors

/S/ SIMONE LAGOMARSINO

Simone Lagomarsino

Vice Chair of the Board of Directors

/S/ JEFFREY K. BALL

Jeffrey K. Ball

Director

/S/ MARANGAL I. DOMINGO

Marangal I. Domingo

Director

/S/ MELINDA GUZMAN        

Melinda Guzman

Director

/S/ MATTHEW HENDRICKSEN

Matthew Hendricksen

Director

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/S/ JOHN F. LUIKART     

John F. Luikart

Director

/S/ SHRUTI MIYASHIRO

Shruti Miyashiro

Director

/S/ KEVIN MURRAY

Kevin Murray

Director

/S/ ROBERT F. NIELSEN

Robert F. Nielsen

Director

/S/ JOAN C. OPP

Joan C. Opp

Director

/S/ BRIAN M. RILEY

Brian M. Riley

Director

/S/ SCOTT C. SYPHAX        

Scott C. Syphax

 Director

/S/ VIRGINIA A. VARELA

Virginia A. Varela

Director

/S/ JOHN T. WASLEY

John T. Wasley

Director

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