UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 000-51401
FEDERAL HOME LOAN BANK OF CHICAGO
(Exact name of registrant as specified in its charter)
| Federally chartered corporation | 36-6001019 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 111 East Wacker Drive | ||
| Chicago, IL | 60601 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (312) 565-5700
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Capital stock, $100 per share par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
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 x
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 filings requirements for the past 90 days. Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate par value of capital stock held by non-affiliates of the registrant was approximately $4,091,699,000 as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2005. The registrant’s capital stock is not publicly-traded, so there is no market value.
There were 39,832,618 shares of registrant’s capital stock outstanding as of February 28, 2006.
Explanatory Note
This Amendment No. 1 to the Form 10-K (“Amendment No. 1”) is being filed solely for the purpose of amending and restating Part II, Item 9A, Part IV, Item 15 and Exhibits 31.1 and 31.2 of the Form 10-K originally filed by the Federal Home Loan Bank of Chicago (the “Bank”) on March 30, 2006 (the “Form 10-K”).
Part II, Item 9A is being amended and restated to reflect that for the fourth quarter of 2005, 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.
Part IV, Item 15 is being amended and restated to reflect that amended Exhibits 31.1 and 31.2 are being filed with this Form 10-K/A, Amendment No. 1.
Exhibits 31.1 and 31.2 are being amended to conform to the language set forth in Regulation S-K, Item 601(b)(31), and as provided in the final rule adopted by the Securities and Exchange Commission as set forth in Release No. 33-8238, entitled “Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports.”
Except as described above, no other changes have been made to the Form 10-K, and this Amendment No. 1 does not amend, update or change the financial statements or disclosures in the Form 10-K. Except as described above, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures, including any exhibits to the Form 10-K affected by subsequent events.
Item 9A. Controls and Procedures
Pursuant to Section 404 of the Sarbanes-Oxley Act and SEC rules thereunder, Bank management will be required to provide a report on the Bank's internal control over financial reporting beginning with the Bank's annual report on Form 10-K for the year ended December 31, 2007.
Disclosure Controls and Procedures
Under the supervision and with the participation of the Bank's management, including its principal executive officer and principal financial officer, the Bank conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, the Bank's principal executive officer and principal financial officer concluded as of the Evaluation Date that the Bank's disclosure controls and procedures were effective such that information relating to the Bank that is required to be disclosed in reports filed with the SEC (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Bank's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
For the fourth quarter of 2005, 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.
Item 15. Exhibits, Financial Statement Schedules
Exhibits
Exhibit No. | Description | |
| 3.1 | Federal Home Loan Bank of Chicago Charter1 | |
| 3.2 | Federal Home Loan Bank of Chicago Bylaws1 | |
| 10.1 | Lease for Lincoln-Carlyle Illinois Center & FHLBC dated 12/31/97-7/31/111 | |
| 10.1.1 | First Amendment to Lease (12/15/2000)1 | |
| 10.1.2 | Second Amendment to Lease (10/29/2003)1 | |
| 10.2 | Advances, Collateral Pledge and Security Agreement1 | |
| 10.3 | Written Agreement between the Federal Home Loan Bank of Chicago and the Federal Housing Finance Board dated June 30, 20041 | |
| 10.3.1 | Amendment No. 1 to Written Agreement between the Federal Home Loan Bank of Chicago and the Federal Housing Finance Board dated October 18, 20051 | |
| 10.4 | Mortgage Partnership Finance Participating Financial Institution Agreement [Origination or Purchase]1 | |
| 10.5 | Mortgage Partnership Finance Participating Financial Institution Agreement [Purchase Only]1 | |
| 10.6 | MPF Investment & Services Agreement between FHLB Boston and FHLBC dated 4/20/001 | |
| 10.6.1 | First Amendment to Mortgage Partnership Finance Investment & Services Agreement1 | |
| 10.6.2 | Second Amendment to Mortgage Partnership Finance Investment & Services Agreement1 | |
| 10.6.3 | Third Amendment to Mortgage Partnership Finance Investment & Services Agreement1 | |
| Exhibit No. | Description | |
| 10.6.4 | Fourth Amendment to Mortgage Partnership Finance Investment & Services Agreement1 | |
| 10.7 | Mortgage Partnership Finance Program Liquidity Option and Master Participation Agreement1 | |
| 10.7.1 | First Amendment to Liquidity Option and Master Participation Agreement1 | |
| 10.7.2 | Second Amendment to Liquidity Option and Master Participation Agreement1 | |
| 10.8 | Employment Agreement between the Chicago Federal Home Loan Bank and J. Mikesell Thomas dated August 30, 20041 | |
| 10.8.1 | Federal Home Loan Bank of Chicago President’s Incentive Compensation Plan1 | |
| 10.8.2.1 | Federal Home Loan Bank of Chicago Management Incentive Compensation Plan, as of March 15, 20051 | |
| 10.8.2.2 | Federal Home Loan Bank of Chicago Management Incentive Compensation Plan, as of March 14, 20062 | |
| 10.8.3 | Federal Home Loan Bank of Chicago Long Term Incentive Compensation Plan1 | |
| 10.8.4 | Federal Home Loan Bank of Chicago Benefit Equalization Plan1 | |
| 10.8.5 | Federal Home Loan Bank of Chicago Employee Severance and Retention Plan1 | |
| 10.8.6 | Federal Home Loan Bank of Chicago Employee Severance Plan1 | |
| 10.8.7 | Federal Home Loan Bank of Chicago board of Directors 2005 Compensation Policy1 | |
| 10.8.8 | Federal Home Loan Bank of Chicago Board of Directors 2006 Compensation Policy2 | |
| 24 | Power of Attorney (included on the signature page)2 | |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer3 | |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer3 | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20022 | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20022 | |
| 1 | Filed previously with the Form 10 Registration Statement filed on December 14, 2005 and incorporated herein by reference. |
| 2 | Filed previously with the Form 10-K Annual Report filed on March 30, 2006 and incorporated herein by reference. |
| 3 | Filed with this Form 10-K/A, Amendment No. 1. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Federal Home Loan Bank of Chicago | ||
| Date: December 11, 2006 | /S/ J. MIKESELL THOMAS | |
| By: J. Mikesell Thomas | ||
| Title: President and Chief Executive Officer | ||
Index Exhibit to Form 10-K/A
Exhibit No. | Description | |
| 31.1 | Amended Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer (Form 10-K) | |
| 31.2 | Amended Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer (Form 10-K) | |
| 31.3 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer (Amendment No. 1, Form 10-K/A) | |
| 31.4 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer (Amendment No. 1, Form 10-K/A) | |
