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) February 19, 2015

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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 February 19, 2015, the Federal Home Loan Bank of San Francisco (the “Bank”) issued a news release announcing its operating results for the year ended December 31, 2014, and the fourth quarter of 2014, the declaration of a cash dividend on the capital stock outstanding during the fourth quarter of 2014, and the Bank's plan to repurchase up to $750 million in excess capital stock on March 20, 2015. 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 February 19, 2015, the Bank announced the declaration of a cash dividend on the capital stock outstanding during the fourth quarter of 2014 and the Bank's plan to repurchase $750 million in excess capital stock on March 20, 2015. 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 February 19, 2015, issued by the Federal Home Loan Bank of San Francisco
	99.2	Bulletin No. 1469 (Partial Repurchase of Excess Capital Stock) dated February 20, 2015, 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: February 20, 2015	By:               /s/ Lisa B. MacMillen
	Lisa B. MacMillen        Executive Vice President and Chief Operating Officer

EX-99.1

Exhibit 99.1

Federal Home Loan Bank of San Francisco Announces Annual and Quarterly Operating Results

SAN FRANCISCO, February 19, 2015 — The Federal Home Loan Bank of San Francisco today announced its 2014 operating results. Net income for 2014 was $205 million, compared with $308 million for 2013. Net income for the fourth quarter of 2014 was $45 million, compared with net income of $74 million for the fourth quarter of 2013.

The decreases in net income for 2014 and the fourth quarter of 2014 relative to the prior-year periods reflected a decrease in other income, partially offset by an increase in net interest income.

Net interest income for 2014 was $539 million, up from $482 million for 2013. Net interest income for the fourth quarter of 2014 was $133 million, up from $127 million for the fourth quarter of 2013. The increases were primarily due to improved spreads on interest-earning assets, including the accretion of yield adjustments on certain other-than-temporarily impaired private-label residential mortgage-backed securities (PLRMBS) resulting from improvement in expected cash flows, partially offset by a decrease in earnings on invested capital because of lower average capital balances and the lower interest rate environment.

Other income/(loss) for 2014 was a loss of $154 million, compared with income of $5 million for 2013. The change reflected net fair value losses associated with derivatives, hedged items, and financial instruments carried at fair value of $94 million (compared with net fair value losses of $29 million for 2013), which were due to the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors during the period. The change also reflected expense on derivative instruments used in economic hedges of $64 million (compared with income of $34 million for 2013). Income/expense on derivative instruments used in economic hedges is generally offset by interest expense/income on the economically hedged assets and liabilities.

Other income/(loss) for the fourth quarter of 2014 was a loss of $40 million, compared with loss of $5 million for the fourth quarter of 2013. The change primarily reflected net fair value losses associated with derivatives, hedged items, and financial instruments carried at fair value of $30 million (compared with net fair value gains of $4 million for the fourth quarter of 2013), which were due to the effects of changes in market interest rates, interest rate spreads, interest rate volatility, and other market factors during the period.

During 2014, total assets decreased$10.0 billion, to $75.8 billion at December 31, 2014, from $85.8 billion at December 31, 2013. Advances decreased$5.4 billion, or 12%, to $39.0 billion at December 31, 2014, from $44.4 billion at December 31, 2013. In total, 83 members increased their use of advances during 2014, while 68 institutions reduced their advances borrowings. In addition, investments decreased $3.3 billion, or 9%, to $32.0 billion at December 31, 2014, from $35.3 billion at December 31, 2013, primarily as a result of principal repayments on the Bank's mortgage-backed securities portfolio.

Accumulated other comprehensive income/(loss) increased by $201 million during 2014, to income of $56 millionatDecember 31, 2014, from a loss of$145 millionatDecember 31, 2013, primarily as a result of improvementin the fair value of PLRMBS classified as available-for-sale.

As ofDecember 31, 2014, the Bank was in compliance with all of its regulatory capital requirements. The Bank’s total regulatory capital ratio was8.4%, exceeding the4.0%requirement. The Bank had$6.4 billion in permanent capital, exceeding its risk-based capital requirement of $3.2 billion. Total retained earnings as of December 31, 2014, were $2.4 billion.

As of December 31, 2014, the Bank’s excess capital stock totaled $1.1 billion. The Bank plans to repurchase $750 million in excess capital stock on March 20, 2015. This repurchase, combined with the estimated redemption of up to $5 million in mandatorily redeemable capital stock during the first quarter, will reduce the Bank’s excess capital stock by up to $755 million.

Today, the Bank’s Board of Directors declared a cash dividend on the capital stock outstanding during the fourth quarter of 2014 at an annualized rate of 7.11%. The dividend will total $74 million, including $15 million in dividends on mandatorily redeemable capital stock that will be reflected as interest expense in the first quarter of 2015. The Bank expects to pay the dividend on or about March 19, 2015.

Financial Highlights

(Unaudited)

(Dollars in millions)

Selected Balance Sheet Items   at Period End	Dec. 31, 2014			Dec. 31, 2013
Total Assets		$75,807			$85,774
Advances	38,986			44,395
Mortgage Loans Held for Portfolio, Net	708			905
Investments1	31,949			35,260
Consolidated Obligations:
Bonds	47,045			53,207
Discount Notes	21,811			24,194
Mandatorily Redeemable Capital Stock	719			2,071
Capital Stock - Class B - Putable	3,278			3,460
Unrestricted Retained Earnings	294			317
Restricted Retained Earnings	2,065			2,077
Accumulated Other Comprehensive Income/(Loss)	56			(145		)
Total Capital	5,693			5,709
Selected Other Data at Period End	Dec. 31, 2014			Dec. 31, 2013
Regulatory Capital Ratio2	8.38		%	9.24			%

	Three Months Ended								Twelve Months Ended
Selected Operating Results for the Period	Dec. 31, 2014				Dec. 31, 2013				Dec. 31, 2014				Dec. 31, 2013
Net Interest Income		$133				$127				$539				$482
Provision for/(Reversal of) Credit Losses on Mortgage Loans	—				(1		)		—				(1		)
Other Income/(Loss)	(40		)		(5		)		(154		)		5
Other Expense	41				35				144				128
Affordable Housing Program Assessment	7				14				36				52
Net Income		$45				$74				$205				$308
Selected Other Data for the Period
Net Interest Margin3	0.67			%	0.59			%	0.64			%	0.56			%
Operating Expenses as a
Percent of Average Assets	0.19				0.15				0.16				0.13
Return on Average Assets	0.22				0.34				0.24				0.35
Return on Average Equity	3.14				5.20				3.58				5.36
Annualized Dividend Rate4	7.40				5.65				7.02				3.99
Average Equity to Average Assets Ratio	7.16				6.46				6.75				6.55

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 retained earnings, Class B capital stock, and mandatorily redeemable capital stock (which is classified as a liability), but excludes accumulated other comprehensive income/(loss). Total regulatory capital as of December 31, 2014, was $6.4 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 FranciscoThe 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 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 1995This 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. 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,” 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 derivatives; and other-than-temporary impairment 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

EX-99.2

Exhibit 99.2

Bulletin

February 20, 2015

Bulletin No. 1469

Partial Repurchase of Excess Capital Stock

Dear Chief Executive Officer:

I am pleased to announce that the Bank plans to repurchase $750 million in excess capital stock on March 20, 2015.

On the repurchase date, the Bank will determine the amount of excess stock to be repurchased from each shareholder that has excess stock. The calculation will be based on the total amount of stock (including mandatorily redeemable capital stock) outstanding to all shareholders on that date. For example, based on total capital stock outstanding as of February 18, 2015, the Bank would repurchase up to 42.8% of the shareholder’s total capital stock, in an amount not to exceed the total amount of excess capital stock held by the shareholder. Shareholders with excess stock on the repurchase date may not opt out of the repurchase.

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.

A shareholder may identify which shares of excess capital stock are to be repurchased by notifying the Bank in writing on or before Friday, March 13, 2015.

If a shareholder does not notify the Bank of the shares to be repurchased in writing by March 13, the Bank will repurchase the excess stock on a last-in, first-out 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 last-in, first-out basis after repurchasing all purchased shares. In any case, if a shareholder has 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 March 20, 2015, and 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 Kenley Mew, Assistant Vice President, Accounting Operations Manager, at (415) 616-2634 or mewk@fhlbsf.com.

Sincerely,

Dean Schultz

President and Chief Executive Officer

cc:    Chief Financial Officer

The Bank’s earnings release for 2014 and the fourth quarter of 2014 was published on February 19, 2015, was included in a Form 8-K filed with the Securities and Exchange Commission on February 20, 2015, 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.