Policies and Plans

    Disclosure Policy of the Federal Home Loan Bank of Seattle
    Policy Statement

    The Federal Home Loan Bank of Seattle has a strong commitment to providing prompt, transparent, consistent, and accurate information to its members and the public.

    Who Is Covered By This Policy

    This policy covers all employees and board members of the Seattle Bank. The policy also covers contractors, temporary contract workers, and other business affiliates of the Seattle Bank. The persons covered by this policy are referred to collectively as “covered parties.”

    How We Handle Disclosure of Material Information

    It is the Seattle Bank’s practice to disclose material information broadly, publicly, and as promptly as possible. It is a violation of this Disclosure Policy to selectively disclose material, non-public information to people or groups outside of the Seattle Bank at any time, unless those people or groups have signed confidentiality agreements with the bank.

    All disclosures of material information will be made in accordance with this Disclosure Policy and in accordance with applicable Securities and Exchange Commission (SEC) regulations, including Regulation Fair Disclosure, and any Federal Housing Finance Board requirements regarding financial disclosure. The Seattle Bank will also take into consideration applicable guidelines of the Federal Home Loan Banks’ Office of Finance regarding the sharing of material information.

    If covered parties learn of a material development at the bank that has not been previously publicly disclosed, receive inquiries about the bank that may relate to material, non-public information, or think they may have inadvertently shared material, non-public information with someone outside the bank, they must promptly contact the Seattle Bank’s general counsel, the director of corporate relations, or another member of the Disclosure Practices Committee to discuss the matter.

    Covered parties, particularly those engaged in regular interaction with members, should take care to understand the meaning of selective disclosure and what constitutes material, non-public information:

    • Selective Disclosure. Selective disclosure is the disclosure of material, non-public information to any individual or group prior to the broad public dissemination of that information.
    • Materiality. Under federal securities laws, information is generally considered “material” if there is a substantial likelihood that a reasonable investor would consider the information important when making an investment decision. The Seattle Bank considers information to be material if it would alter significantly the total mix of publicly available information regarding the bank. Providing a complete definition of material bank information is not possible. Questions about whether an issue is considered material should be addressed to the Seattle Bank’s general counsel, director of corporate relations, or another member of the Seattle Bank’s Disclosure Practices Committee. Some types of information that are likely to be considered material include, but are not limited to:
      • Earnings results or earnings forecasts, as well as information regarding the Seattle Bank’s financial performance
      • Dividend information
      • Changes in policies related to dividends, retained earnings, stock redemptions, and stock repurchases
      • Changes in senior management
      • Departure, election, or appointment of members of the board of directors
      • Changes in auditors
      • Compliance with the Seattle Bank’s written agreement with the Finance Board
      • Material regulatory changes or other significant actions of the Finance Board
      • Material developments regarding substantial customers or suppliers
      • Adjustments in credit standing
      • The launch of a major new product or business, or exit from an existing business
      • Significant changes in operations
      • Significant events outside the normal course of business
      • Actual or threatened litigation
    • Material Non-Public Information. Material information is “non-public” if the bank has not previously made the information widely available to the general public in a broad, non-exclusionary manner, such as in a broadly disseminated press release or through periodic or current reports filed with the SEC.
    Confidentiality

    The maintenance of confidentiality is essential to the Seattle Bank, both legally and practically. Accordingly, all covered parties must take steps to ensure that material and other sensitive information is carefully handled in order to avoid selective disclosure.

    Disclosure Practices
    • Press Releases. Any press release containing information about material developments will be distributed on a widely circulated wire service, posted on the Seattle Bank’s website, and, if appropriate, filed with or furnished to the SEC and Finance Board.
    • Meetings and Conversations. The Seattle Bank holds regular meetings and conversations with members of its cooperative, investors, and other external audiences. Representatives of the Seattle Bank will not disclose material non-public information during such interactions, except in accordance with this Disclosure Policy. The bank will make every effort to disclose pertinent material, non-public information prior to such meetings and conversations in order to facilitate effective discussion and not disclose material, non-public information selectively during meetings and conversations. Unless otherwise permitted in accordance with this policy, all discussions and presentations will be limited to previously released financial and other information and historical data.
    • SEC Filings. The Seattle Bank will timely file all required SEC reports (e.g., Forms 10-K, 10-Q, and 8-K) in accordance with the rules and regulations of the SEC.
    • Precautions. Seattle Bank representatives should take into consideration whether meetings and conversations with members or external audiences are likely to lead to discussion or questions about material, non-public information. In advance of meetings and conversations that may raise material, non-public issues, bank representatives should consult with the bank’s general counsel or director of corporate relations to help ensure that material, non-public information is not selectively disclosed during such meetings and conversations.
    • Unintentional Disclosure. Should the Seattle Bank or its employees unintentionally disclose material, non-public information, the bank will promptly disclose the information in a broad, non-exclusionary manner, which may include issuing a press release containing the information, filing a Form 8-K with the SEC, and posting the information on the bank’s website within 24 hours.
    • Non-GAAP Information. The Seattle Bank will disclose non-GAAP financial information only in accordance with SEC regulations, including regulations requiring reconciliation to GAAP equivalent measures.

    All disclosures of material bank information must be coordinated through the corporate relations department.

    Disclosure Spokespersons

    The Seattle Bank has designated certain disclosure spokespersons who are authorized to speak on behalf of the Seattle Bank and respond to inquiries that could lead to the disclosure of material, non-public information. Any such disclosure can only be made after consultation with the bank’s general counsel or director of corporate relations and in accordance with this Disclosure Policy and applicable SEC and Finance Board rules and regulations. The disclosure spokespersons are the:

    • Chairman of the Board of Directors
    • President and Chief Executive Officer
    • Chief Operating Officer
    • Chief Financial Officer
    • Director of Corporate Relations

    Covered parties who are not listed above may not discuss material, non-public information with anyone outside the bank unless they are designated to do so by a listed spokesperson with respect to a specific inquiry and after discussion with the bank’s general counsel or director of corporate relations. Any such disclosure can only be made in accordance with this Disclosure Policy and applicable SEC and Finance Board rules and regulations. As a general rule, any such inquiries should be directed immediately to the corporate relations department.

    Certain Permitted Disclosures

    The limitations of this policy do not apply to disclosures made by Seattle Bank representatives to the Finance Board or the SEC, other governmental agencies or regulators as to matters within their jurisdiction, the Office of Finance, credit rating agencies, or any independent legal, auditing, or accounting firm that is subject to appropriate confidentiality obligations to the bank.

    In certain cases, the limitations in this policy may not apply to disclosures made by Seattle Bank representatives to contractors, agents, and other business partners of the bank who are subject to appropriate confidentiality obligations to the bank. A bank representative should consult with the bank’s general counsel or director of corporate relations prior to making such disclosures.

    Forward-Looking Statements

    From time to time, the Seattle Bank may provide earnings estimates, provide projections, or make other forward-looking statements intended to help members and others better evaluate the bank and its performance expectations. Any such estimates, projections, and forward-looking statements will be made in good faith, have a reasonable basis, and be drawn from credible information. The Seattle Bank will not provide any non-public, material guidance or comment on outside estimates in relation to the bank’s earnings or financial performance, except in accordance with applicable law and this Disclosure Policy.

    Administration of Disclosure Policy

    Any questions about this Disclosure Policy should be directed to the Seattle Bank’s general counsel, the director of corporate relations, or another member of the Disclosure Practices Committee.

    The Disclosure Practices Committee or one of its representatives reports on the committee’s actions at least quarterly to the CEO, the CFO, and the Audit and Compliance Committee. In addition, the general counsel, the director of corporate relations, and/or the Disclosure Practices Committee may consult with the chairman of the Board of Directors, the chair of the Audit and Compliance Committee, and/or securities counsel regarding disclosure issues that arise, and they are encouraged to do so in the event that disclosure issues arise that are outside the scope of issues normally considered by the Disclosure Practices Committee.

    This policy has been approved by the Seattle Bank’s Board of Directors. It will be reviewed annually by the Audit and Compliance Committee of the Board of Directors. Any amendments to this policy must be approved by the Board of Directors or the Audit and Compliance Committee. At least annually, the Governance, Budget and Compensation Committee will consider whether the Disclosure Policy and its implementation are achieving the bank’s commitment to provide prompt, transparent, consistent, and accurate information to its members and the public.

    All violations of this policy shall be reported to the Audit and Compliance Committee. Any violation of this policy may be grounds for disciplinary action by the Seattle Bank, including possible termination of service.

    Access To Seattle Bank Information

    At all times, the Seattle Bank endeavors to provide members and others with fair access to appropriate company information and representatives.

    All inquiries regarding Seattle Bank disclosures should be directed to the Corporate Relations Department.

    Adopted by the Audit and Compliance Committee of the Board of Directors: July 24, 2006
    Last amended: January 25, 2007