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NORTHERN CALIFORNIA POWER AGENCY Citigroup Goldman Sachs

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NORTHERN CALIFORNIA POWER AGENCY Citigroup Goldman Sachs NEW ISSUE-FULL BOOK-ENTRY ONLY RATINGS: (See "RATINGS" herein.) In the opinion of Orrick, Herrington & Sutcliffe UP, Bond Counsel to NCPA, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2018 Series A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the2018 Series A Bonds is not a specife preferenceitemforpurposes of the federal alternative minimum tax. Bond Counsd is also of the opinion that interest on the 2018 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that the 2018 Series B Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition oJ; or the amount, accrual or receipt of interest on, the 2018 Bonds. See "TAX MATTERS." NORTHERN CALIFORNIA POWER AGENCY HYDROELECTRIC PROJECT NUMBER ONE REVENUE BONDS $68,875,000 $1,340,000 2018 Refnnding Series A 2018 Taxable Refunding Series B Dated: Date of Delivery Due: July 1, as shown on the inside cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of the 2018 Bonds. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used on this cover page not otherwise defined will have the meanings set forth herein. Northern California Power Agency ("NCPA") is offering $68,875,000 of its Hydroelectric Project Number One Revenue Bonds, 2018 Refunding Series A (the "2018 Series A Bonds") and $1,340,000 of its Hydroelectric Project Number One Revenue Bonds, 2018 Taxable Refunding Series B (the "2018 Series B Bonds" and together with the 2018 Series A Bonds, the "2018 Bonds"). The 2018 Bonds are being issued by NCPA pursuant to an Indenture of Trust, dated as of March 1, 1985, as amended and supplemented, including as supplemented by the Twenty-Fourth Supplemental Indenture of Trust., dated as of April 1, 2018, and by the Twenty-Fifth Supplemental Indenture of Trust, dated as of April 1, 2018 ( collectively, the "Indenture"), by and between NCPA and U.S. Bank National Association, as successor trustee (the "Trustee") for the purpose of providing funds to refund NCPA's Outstanding Hydroelectric Project Number One Revenue Bonds, 2008 Refunding Series C and to pay costs of issuance of the 2018 Bonds. See "PLAN OF REFUNDING" herein. The 2018 Bonds are being issued as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the 2018 Bonds, and individual purchases of the 2018 Bonds will be made in book-entry form only. Interest on the 2018 Bonds of each Series is payable on each January 1 and July 1, beginning on July 1, 2018. Principal is payable on July 1 of the years and in the amounts set forth on the inside cover page hereof. The 2018 Bonds of each Series may be purchased in authorized denominations of $5,000 and any integral multiple thereof. Principal, premium, if any, and interest on the 2018 Bonds is payable by the Trustee to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2018 Bonds. See "APPENDIX C - BOOK-ENTRY ONLY SYSTEM 00 hereto. The 2018 Bonds are not subject to optional redemption prior to maturity. The 2018 Bonds are subject to extraordinary redemption as described herein. THE 2018 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF NCPA PAYABLE SOLELY FROM THE TRUST ESTATE, AND SECURED SOLELY BY A PLEDGE AND ASSIGNMENT OF THE TRUST ESTATE, CONSISTING PRIMARILY OF THE NCPA REVENUES (AS DEFINED HEREIN) AND THE OTHER FUNDS PLEDGED BY NCPA UNDER THE INDENTURE. THE 2018 BONDS DO NOT CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF NCPA THE 2018 BONDS ARE NOT DEBTS, LIABILITIES OR OBLIGATIONS OF THE STATE OF CALIFORNIA, ANY PUBLIC AGENCY THEREOF (OTIIER THAN NCPA), ANY MEMBER OF NCPAOR ANY PROJECT PARTICIPANT, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY OF THE FOREGOING (INCLUDING NCPA) IS PLEDGED FOR THE PAYMENT OF THE 2018 BONDS. NCPA HAS NO TAXING POWER. MATURITY SCHEDULES ( see inside cover) The 2018 Bonds are offered when, as and if issued and delivered to the Underwriters, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel to NCPA, and certain other conditions. Certain legal matters will be passed upon for NCPA by Jane E. Luckhardt, Esq., General Counsel to NCPA and by Spiegel & McDiarmid LLP, Washington, D.C., Washington, Counsel to NCPA Certain legal matters will be passed upon for the Underwriters by Norton Rose Fulbright LLP, Los Angeles, California, Counsel to the Underwriters. It is expected that the 2018 Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New York, by Fast Automated Securities Transfer (FAST) on or about April 4, 2018. Citigroup Goldman Sachs & Co. LLC Dated: March 13, 2018 MATURITY SCHEDULES NORTHERN CALIFORNIA POWER AGENCY HYDROELECTRIC PROJECT NUMBER ONE REVENUE BONDS $68,875,000 2018 Refunding Series A Bonds Maturity Date Principal Interest (July 1) Amount Rate Yield Price CUSJP! 2019 $ 8,885,000 5.00% 1.42% 104.388 664845EN0 2020 10,730,000 5.00 1.55 107.569 664845EP5 2021 11,310,000 5.00 1.65 110.529 664845EQ3 2022 11,850,000 5.00 1.79 113.052 664845ER1 2023 11,855,000 5.00 1.91 115.339 664845ES9 2024 14,245,000 5.00 2.00 117.518 664845ET7 $1,340,000 2018 Taxable Refunding Series B Maturity Date Principal Interest (July 1) Amount Rate Yield Price CUSJpt 2019 $1,340,000 2.35% 2.35% 100.000 664845EU4 t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (COS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2018 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CU SIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the COS database. CUSIP® numbers are provided for convenience of reference only. None ofNCPA, the Undeiwriters or their agents or counsel assume responsibility for the accuracy of such numbers. NORTHERN CALIFORNIA POWER AGENCY 651 Commerce Drive Roseville, California 95678 Telephone: (916) 781-3636 NCPA Commissioners and Members Bob Ling!, Chairman ..................................... Mayor, Lompoc Roger Frith, Vice Chairman ... Councilmember, City of Biggs Madeline Deaton ............................................. Commissioner, Daniel Kenney ................................................ Board Member, Public Utilities Board of the City of Alameda Plumas-Sierra Rural Electric Cooperative Holly Gordon ......................... Sustainability Group Manager, Bob Ellis ............................. Board Member, Truckee Donner San Francisco Bay Area Rapid Transit Public Utility District Gary Davidson ..................... Councilmember, City of Gridley Brent Weaver ..................... Councilmember, City of Redding David Hagele ................. Councilmember, City of Healdsburg Bonnie Gore ............................ Vice Mayor, City of Roseville Mark Chandler .................................................... Mayor, Lodi Teresa O'Neill ............... Councilmember, City of Santa Clara Basil Wong .......................... Utility Director, Port of Oakland Vacant ...................................................... City of Shasta Lake Gregory Scharff ........................................... Mayor, Palo Alto Doug Crane ............................ Councilmember, City of Ukiah Management General Manager ............................................................................................................................................... Randy S. Howard General Counsel ....................................................................................................................................... Jane E. Luckhardt, Esq. Assistant General Manager, Finance and Administrative Services; Chief Financial Officer ................................... Monty Hanks Assistant General Manager, Legislative & Regulatory .............................................................................. Jane Dunn Cirrincione Assistant General Manager, Power Management ................................................................................................ David Dockham Assistant General Manager, Generation Services ......................................................................................................... Ken Speer Project Participants Project Entitlement Participant Percentage Alameda 10.00% Biggs O.IO Gridley 1.06 Healdsburg 1.66 Lodi I0.37 Lompoc 2.30 Palo Alto 22.92 Roseville 12.00 Santa Clara 35.86 Ukiah 2.04 Plumas-Sierra Rural Electric Cooperative 1.69 I00.00% Special Services Bond and Disclosure Counsel Washington Counsel Orrick, Herrington & Sutcliffe LLP Spiegel & McDiarmid LLP Los Angeles, California Washington, D.C. Auditor Trustee Verification Agent Financial Advisor Baker Tilly Virchow U.S. Bank National Association
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