8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported) October 26, 2017

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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)

__________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.☐

Item 2.02 Results of Operations and Financial Condition.

On October 26, 2017, the Federal Home Loan Bank of San Francisco (the “Bank”) issued a news release announcing its operating results for the third quarter of 2017, and the declaration of a cash dividend on the capital stock outstanding during the third quarter of 2017. A copy of the news release is included as Exhibit 99.1 to this report. The information contained in Exhibit 99.1 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 expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On October 26, 2017, the Bank announced the declaration of a cash dividend on the capital stock outstanding during the third quarter of 2017. The news release set forth above in Item 2.02 is hereby incorporated into Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit
	99.1	News Release, dated October 26, 2017, 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: October 27, 2017	By:	/s/ Kenneth C. Miller
		Kenneth C. Miller Senior Vice President and Chief Operating Officer

EX-99.1

Exhibit 99.1

Federal Home Loan Bank of San Francisco Announces Third Quarter 2017 Operating Results

SAN FRANCISCO, October 26, 2017 — The Federal Home Loan Bank of San Francisco today announced that its net income for the third quarter of 2017 was $81 million, compared with net income of $291 million for the third quarter of 2016.

The $210 milliondecrease in net income primarily reflected a gain on settlements of $240 million (after netting certain legal fees and expenses) in the prior-year period relating to the Bank's private-label residential mortgage-backed securities (PLRMBS) litigation. The decrease in net income also reflected a voluntary charitable contribution of $10 million made by the Bank during the third quarter of 2017 for the Quality Jobs Fund, a donor-advised fund established to support quality job growth and small business expansion, as well as a voluntary contribution of $1.1 million to the Affordable Housing Program (AHP) to offset the impact on the AHP assessment of the expense related to the charitable contribution. These decreases in net income were partially offset by a $23 million increase in net interest income related to higher average balances of interest-earning assets, combined with a higher net interest margin.

During the first nine months of 2017, total assets increased $17.6 billion, to $109.5 billion at September 30, 2017, from $91.9 billion at December 31, 2016, primarily reflecting an increase in period end advance balances, which increased to $61.6 billion at September 30, 2017, from $49.8 billion at December 31, 2016. In addition, investments increased$4.8 billion, to $45.8 billion at September 30, 2017, from $41.0 billion at December 31, 2016, primarily reflecting an increase in Federal funds sold.

Accumulated other comprehensive income increased by $197 million during the first nine months of 2017, to $308 million at September 30, 2017, from$111 million at December 31, 2016, primarily as a result of improvement in the fair value of PLRMBS classified as available-for-sale.

As ofSeptember 30, 2017, the Bank was in compliance with all of its regulatory capital requirements. The Bank’s total regulatory capital ratio was5.8%, exceeding the4.0%requirement. The Bank had$6.4 billion in permanent capital, exceeding its risk-based capital requirement of $2.0 billion. Total retained earnings as of September 30, 2017, were $3.2 billion.

Today, the Bank’s Board of Directors declared a quarterly cash dividend on the capital stock outstanding during the third quarter of 2017 at an annualized rate of 7.00%. The quarterly dividend rate is consistent with the Bank's dividend philosophy of endeavoring to pay a quarterly dividend at a rate between 5% and 7% annualized. The quarterly dividend will total $55 million, including $7 million in dividends on mandatorily redeemable capital stock that will be reflected as interest expense in the fourth quarter of 2017. The Bank expects to pay the dividend on November 13, 2017.

Financial Highlights

(Unaudited)

(Dollars in millions)

Selected Balance Sheet Items   at Period End	Sept 30, 2017			Dec. 31, 2016
Total Assets		$109,503			$91,941
Advances	61,629			49,845
Mortgage Loans Held for Portfolio, Net	1,774			826
Investments1	45,775			40,986
Consolidated Obligations:
Bonds	72,266			50,224
Discount Notes	29,902			33,506
Mandatorily Redeemable Capital Stock	342			457
Capital Stock - Class B - Putable	2,815			2,370
Unrestricted Retained Earnings2	2,664			888
Restricted Retained Earnings2	562			2,168
Accumulated Other Comprehensive Income/(Loss)	308			111
Total Capital	6,349			5,537
Selected Other Data at Period End	Sept 30, 2017			Dec. 31, 2016
Regulatory Capital Ratio3	5.83		%	6.40		%

	Three Months Ended							Nine Months Ended
Selected Operating Results for the Period	Sept 30, 2017				Sept 30, 2016			Sept 30, 2017			Sept 30, 2016
Net Interest Income		$146				$123			$424			$363
Other Income/(Loss)	(4		)		241			92			403
Other Expense	51				39			170			112
Affordable Housing Program Assessment	10				34			37			69
Net Income		$81				$291			$309			$585
Selected Other Data for the Period
Net Interest Margin4	0.55			%	0.51		%	0.57		%	0.54		%
Operating Expenses as a Percent of Average Assets	0.14				0.15			0.14			0.15
Return on Average Assets	0.30				1.20			0.41			0.86
Return on Average Equity	5.19				21.05			7.03			15.19
Annualized Dividend Rate5	7.00				9.17			7.69			8.70
Average Equity to Average Assets Ratio	5.84				5.71			5.89			5.63

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

2. In July 2017, the Bank’s Board of Directors approved the transfer of all amounts classified as restricted retained earnings, other than the amounts related to the Joint Capital Enhancement Agreement, to unrestricted retained earnings.

3. 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 September 30, 2017, was $6.4 billion.

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

5. 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 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 philosophy and 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 “endeavoring,” “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, including future dividends. 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; future operating results; and other-than-temporary impairment of investment securities. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Contact:

Amy Stewart, (415) 616-2605

stewarta@fhlbsf.com