8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 27, 2012

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FEDERAL HOME LOAN BANK OF SAN FRANCISCO(Exact name of registrant as specified in its charter)

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Federally chartered corporation	000-51398	94-6000630
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

600 California StreetSan Francisco, CA 94108(Address of principal executive offices, including zip code)

(415) 616-1000(Registrant's telephone number, including area code)

Not Applicable(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2012, the Federal Home Loan Bank of San Francisco (the “Bank”) issued a news release announcing its operating results for the first quarter of 2012, the declaration of a cash dividend on the capital stock outstanding during the first quarter of 2012, and the Bank's plan to repurchase up to $500 million in excess capital stock on May 15, 2012. A copy of the news release is included as Exhibit 99.1 to this report. A copy of the Bank's member communication regarding the Bank's plan to repurchase excess capital stock is included as Exhibit 99.2 to this report. The information contained in Exhibits 99.1 and 99.2 is being furnished pursuant to Item 2.02 of this report and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On April 27, 2012, the Bank announced the declaration of a cash dividend on the capital stock outstanding during the first quarter of 2012 and the Bank's plan to repurchase up to $500 million in excess capital stock on May 15, 2012. The news release and member communication set forth above in Item 2.02 are hereby incorporated into Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	News Release, dated April 27, 2012, issued by the Federal Home Loan Bank of San Francisco
	99.2	Bulletin No. 1407 (Partial Repurchase of Excess Capital Stock) dated April 30, 2012, issued by the Federal Home Loan Bank of San Francisco

Signature(s)

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 hereunto duly authorized.

	Federal Home Loan Bank of San Francisco
Date: April 30, 2012	By:               /s/ Lisa B. MacMillen
	Lisa B. MacMillen        Executive Vice President and Chief Operating Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Federal Home Loan Bank of San Francisco Announces First Quarter 2012 Operating Results

San Francisco, April 27, 2012 — The Federal Home Loan Bank of San Francisco today announced that its net income for the first quarter of 2012 was $169 million, compared with net income of $60 million for the first quarter of 2011.

The increase in net income for the first quarter of 2012 primarily reflected the impact of a lower credit-related other-than-temporary impairment (OTTI) charge on certain of the Bank’s private-label residential mortgage-backed securities (PLRMBS) and lower net losses associated with derivatives, hedged items, and financial instruments carried at fair value, partially offset by a $14 million decline in net interest income.

Net interest income for the first quarter of 2012 was $242 million, down from $256 million for the first quarter of 2011. The decrease in net interest income for the first quarter of 2012 was due, in part, to lower balances of advances, MBS, and mortgage loans and to a decline in earnings on invested capital because of lower balances and the lower interest rate environment, partially offset by an increase in advance prepayment fees.

Other income/(loss) for the first quarter of 2012 was a loss of $20 million, compared to a loss of $142 million for the first quarter of 2011. The loss for the first quarter of 2012 reflected a credit-related OTTI charge of $9 million; a $2 million net loss associated with derivatives, hedged items, and financial instruments carried at fair value; and net interest expense on derivative instruments used in economic hedges of $11 million, which was generally offset by net interest income on the economically hedged assets and liabilities.

The $9 million credit-related OTTI charge reflected the Bank’s OTTI analysis for the first quarter of 2012, which showed a modest increase in expected borrower default rates on PLRMBS backed by Alt-A fixed rate loan collateral. The credit-related OTTI charge for the first quarter of 2011 was $109 million.

The $2 million net loss associated with derivatives, hedged items, and financial instruments carried at fair value, which dropped from a $25 million net loss for the first quarter of 2011, reflected losses primarily associated with reversals of prior period gains and the effects of changes in interest rates. Net gains and losses on these financial instruments are primarily a matter of timing and will generally reverse through changes in future valuations and settlements of contractual interest cash flows over the remaining contractual terms to maturity, or by the exercised call or put dates. As of March 31, 2012, the Bank’s restricted retained earnings included a cumulative net gain of $100 million associated with derivatives, hedged items, and financial instruments carried at fair value.

During the first quarter of 2012, total assets decreased $3.5 billion, or 3%, to $110.1 billion at March 31, 2012, from $113.6 billion at December 31, 2011. Total advances declined $6.2 billion, or 9%, to $62.0 billion at March 31, 2012, from $68.2 billion at December 31, 2011. The continued decrease in member advance demand reflected general economic conditions and conditions in the mortgage and credit markets. Member liquidity remained high and lending activity remained low.

Accumulated other comprehensive loss declined $0.3 billion during the first quarter of 2012, from $1.9 billion at December 31, 2011, to $1.6 billion at March 31, 2012, primarily as a result of improvement in the fair value of

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PLRMBS classified as available-for-sale.

As of March 31, 2012, the Bank was in compliance with all of its regulatory capital requirements. The Bank’s total regulatory capital ratio was 10.89%, exceeding the 4.00% requirement. The Bank had $12.0 billion in regulatory capital, exceeding its risk-based capital requirement of $4.4 billion. In addition, as of March 31, 2012, the amount of restricted retained earnings in the Bank’s targeted buildup account reached the $1.8 billion target established by the Board of Directors. Total retained earnings were $2.0 billion as of March 31, 2012.

The Bank repurchased $446 million in excess capital stock in the first quarter of 2012. As of March 31, 2012, the Bank’s excess capital stock totaled $6.2 billion. In light of the Bank’s strong regulatory capital position, the Bank plans to repurchase up to $500 million in excess capital stock on May 15, 2012. This repurchase, combined with the scheduled redemption of $2 million in mandatorily redeemable capital stock during the quarter, will reduce the Bank’s excess capital stock by up to $502 million.

Today, the Bank’s Board of Directors declared a cash dividend on the capital stock outstanding during the first quarter of 2012 at an annualized dividend rate of 0.51%. The Bank expects to pay the dividend (including dividends on mandatorily redeemable capital stock), which will total $13 million, on or about May 10, 2012.

Financial Highlights

(Unaudited)
(Dollars in millions)

Selected Balance Sheet Items   at Period End	Mar. 31, 2012			Dec. 31,  2011
Total Assets		$110,087			$113,552
Advances	62,040			68,164
Mortgage Loans Held for Portfolio, Net	1,686			1,829
Investments1	42,177			39,368
Consolidated Obligations:
Bonds	74,579			83,350
Discount Notes	23,318			19,152
Mandatorily Redeemable Capital Stock	5,307			5,578
Capital Stock – Class B – Putable	4,717			4,795
Unrestricted Retained Earnings	3			—
Restricted Retained Earnings	1,963			1,803
Accumulated Other Comprehensive Loss	(1,625		)	(1,893		)
Total Capital	5,058			4,705
Selected Other Data at Period End
Regulatory Capital Ratio2	10.89		%	10.72		%

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	Three Months Ended
Selected Operating Results for the Period	Mar. 31, 2012			Mar. 31, 2011
Net Interest Income		$242			$256
Provision for Credit Losses on Mortgage Loans	1			—
Other Income/(Loss)	(20		)	(142		)
Other Expense	32			32
Assessments	20			22
Net Income		$169			$60
Selected Other Data for the Period
Net Interest Margin3	0.88		%	0.69		%
Operating Expenses as a
Percent of Average Assets	0.10			0.07
Return on Average Assets	0.62			0.16
Return on Average Equity	13.99			3.26
Annualized Dividend Rate4	0.48			0.29
Average Equity to Average Assets Ratio	4.40			4.92

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

²     This ratio is calculated as regulatory capital divided by total assets. Regulatory capital includes mandatorily redeemable capital stock (which is classified as a liability), but excludes accumulated other comprehensive income. Total regulatory capital as of March 31, 2012, was $12.0 billion.

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

⁴     Dividend rates reflect the dividends declared, recorded, and paid during the relevant periods.

Federal Home Loan Bank of San Francisco
The Federal Home Loan Bank of San Francisco delivers low-cost funding and other services that help member financial institutions make home mortgage loans to people of all income levels and provide credit that supports neighborhoods and communities. The Bank also funds community investment programs that help members create affordable housing and promote community economic development. The Bank’s members are headquartered in Arizona, California, and Nevada and may include commercial banks, credit unions, industrial loan companies, savings institutions, insurance companies, and community development financial institutions.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements related to the Bank’s dividend rates and OTTI charges. These statements are based on our current expectations and speak only as of the date hereof. These statements may use forward-looking terms, such as “will,” “plans,” and “expects,” or their negatives or other variations on these terms. The Bank cautions that by their nature, forward-looking statements involve risk or uncertainty and that actual results could 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 forward-looking statements involve risks and uncertainties including, but not limited to, the application of accounting standards relating to, among other things, the amortization of discounts and premiums on financial assets, financial liabilities, and certain fair value gains and losses; hedge accounting of derivatives and underlying financial instruments; the fair values of financial instruments, including investment securities and

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derivatives; and OTTI of investment securities. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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Contact:

Amy Stewart, (415) 616-2605
stewarta@fhlbsf.com

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EX-99.2

Exhibit 99.2

Bulletin

April 30, 2012

Bulletin No. 1407

Partial Repurchase of Excess Capital Stock

Dear Chief Executive Officer:

I am pleased to announce that the Bank plans to repurchase up to $500 million in excess capital stock on May 15, 2012.

The Bank will determine the amount of excess stock to be repurchased from any shareholder on

May 15, 2012, based on the shareholder’s pro rata ownership share of total capital stock outstanding to all shareholders as of the repurchase date. For example, based on total capital stock outstanding as of April 25, 2012, the percentage share of the $500 million repurchase amount for each shareholder would be approximately 5.0% of the shareholder’s total capital stock outstanding. In this case, the Bank would repurchase 5.0% of the shareholder’s total capital stock outstanding, to the extent that the shareholder had sufficient excess capital stock on the repurchase date. Please note that the actual percentage will be calculated on May 15, 2012. The repurchase of excess capital stock is subject to the Bank continuing to meet all applicable statutory and regulatory conditions for a stock repurchase on and after the repurchase date.

The Bank will use the following pro rata allocation methodology to determine the amount of excess stock to be repurchased from each shareholder. On May 15, 2012, we will:

1. Determine the total amount of stock outstanding to all shareholders, including mandatorily redeemable capital stock

2. Divide the amount available for repurchase ($500 million) by the total stock outstanding to determine each shareholder’s percentage share of the repurchase amount

3. Apply the percentage to each shareholder’s total stock outstanding to determine the allocated amount

4. Compare the allocated amount to the amount of the shareholder’s excess stock

5. Repurchase the amount allocated to each shareholder (up to the total amount of the shareholder’s excess stock)

If a shareholder’s excess stock equals or exceeds the amount allocated, the Bank will repurchase the full amount allocated to that shareholder. If a shareholder’s excess stock is less than the amount allocated, the Bank will repurchase all of the shareholder’s excess stock. If a shareholder has no excess stock on the repurchase date, the Bank will not repurchase any stock from that shareholder. Shareholders with excess stock on the repurchase date may not opt out of the repurchase.

A shareholder may identify which shares of excess capital stock are to be repurchased by notifying the Bank in writing on or before May 14, 2012. If a shareholder does not notify the Bank of the shares to be repurchased in writing before the repurchase date, the Bank will repurchase the excess stock on a last-in, first-out (LIFO) basis, excluding stock dividends previously credited. If a shareholder does not have enough purchased shares for the repurchase, the Bank will repurchase the necessary amount of stock dividend shares on a LIFO basis after repurchasing all purchased shares. In any case, if a shareholder has

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submitted a Notice of Redemption on any shares of excess capital stock, those shares will be repurchased first.

We will credit the proceeds from the repurchase of excess capital stock to each shareholder’s Settlement/Transaction Account with the Bank on May 15, 2012. Please note that the funds will become available for withdrawal on the following business day.

For more information about the repurchase of excess capital stock, please contact your Relationship Manager or Craig Wolgamott, Assistant Vice President, Accounting Operations, at (415) 616-2634 or wolgamoc@fhlbsf.com.

Sincerely,

Dean Schultz

President and Chief Executive Officer

cc:    Chief Financial Officer

The Bank’s earnings release for the first quarter of 2012 was published on April 27, 2012, was filed on Form 8-K with the Securities and Exchange Commission on April 30, 2012, and is herein incorporated by reference.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This bulletin contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations and speak only as of the date hereof. These statements may use forward-looking terms, such as “plans,” “will,” “would,” “may,” or their negatives or other variations on these terms. The Bank cautions that by their nature, forward-looking statements involve risk or uncertainty and that actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular plan, objective, projection, estimate, or prediction is realized, including the plan to repurchase excess capital stock. These forward-looking statements involve risks and uncertainties including, but not limited to, regulatory and legislative developments and actions and changes to the financial condition of the Bank. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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