NEW ISSUE -BOOK ENTRY ONLY RATINGS: Moody's: Aaa Standard & Poor's: AAA See "Ratings" herein. In the opinion of Orrick, Herrington & Sutcliffe LLP, Band Counsel to the District, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy ofcertain representations and compliance with certain covenants, interest an the Tax-Exempt 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 the Tax-Exempt Bonds is not a specific preference item for purposes of the federal individual or carporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel is also of the opinion that interest on the 2017 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the Taxable Bands is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Band Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest an, the 2017 Bonds. See "TAX MATTERS" herein. $384,735,000 Climate SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT Bond GENERAL OBLIGATION BONDS Certified $271,600,000 $28,400,000 $84,735,000 (ELECTION OF 2016), (ELECTION OF 2016), (ELECTION OF 2004), 2017 SERIES A-1 2017 SERIES A-2 (FEDERALLY 2017 REFUNDING (GREEN BONDS) TAXABLE) (GREEN BONDS) SERIES E (GREEN BONDS) Dated: Date of Delivery Due: August 1, as shown on inside cover The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2016), 2017 Series A-1 (Green Bonds) (the "2017A-l Bonds") and 2017 Series A-2 (Federally Taxable) (Green Bonds) (the "2017A-2 Bonds" or the "Taxable Bonds" and, together -with the 2017 A-1 Bonds, the "2017 A Bonds") are being issued to finance specific acquisition, construction and improvement projects approved by the voters and to pay the costs of issuance of the 2017 A Bonds. The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2017 Refunding Series E (Green Bonds) (the "2017E Bonds" and, together with the 2017A-l Bonds, the "Tax-Exempt Bonds" and, collectively -with the 2017A-2 Bonds, the "2017 Bonds") are being issued to refund certain outstanding general obligation bonds of the District and to pay the costs of issuance of the 2017E Bonds. The 2017 Bonds are deliverable in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases of the 2017 Bonds vvill be made in principal amounts of $5,000 and integral multiples thereof and vvill be in book-entry form only. Purchasers of the 2017 Bonds will not receive bonds representing their beneficial ownership in the 2017 Bonds but vvill receive a credit balance on the books of their respective DTC Direct Participants or DTC Indirect Participants. The 2017 Bonds vvill not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Principal on the 2017 Bonds is payable in the amounts and on the dates set forth on the inside cover. Interest on the 2017 Bonds, which is payable on February 1 and August 1 of each year, commencing August 1, 2017, and the principal of the 2017 Bonds is payable by U.S. Bank National Association, as trustee, to Cede & Co., and such interest and principal payments are to be disbursed to the beneficial owners of the 2017 Bonds through their respective DTC Direct Participants or DTC Indirect Participants. The 2017 Bonds are general obligations of the San Francisco Bay Area Rapid Transit District (the "District"), payable from and secured solely by ad valorem taxes to be levied upon all property subject to taxation by the District, -without limitation as to rate or amount ( except for certain personal property which is taxable at limited rates) levied in Alameda and Contra Costa Counties and the City and County of San Francisco, as more fully described herein. No other revenues of the District are pledged to the payment of the 2017 Bonds. The 2017 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. This cover page contains certain information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2017 Bonds are offered when, as and if issued by the District and received by the Underwriters, subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel to the District. Certain legal matters will be passed upon for the Underwriters by their counsel, Curls Bartling P.C., and for the District by its General Counsel, Matthew Burrows, Esq., and by Orrick, Herrington & Sutcliffe LLP, Disclosure Counsel to the District. The 2017 Bonds in book-entry-only form are expected to be delivered through the facilities of DTC on or about June 1, 2017. Barclays STIFEL Alamo Capital Backstrom McCarley Berry & Co,, LLC BofA Merrill Lynch Blaylock Van, LLC Citigroup Fidelity Capital Markets Goldman Sachs & Co, LLC J,P, Morgan Morgan Stanley Raymond James Siebert Cisneros Shank & Co,, L,L,C, Dated: May 10, 2017 MATURITY SCHEDULES $271,600,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2017 SERIES A-1 BONDS (GREEN BONDS) $140,480,000 SERIAL BONDS Maturity CUSIP Date Principal Interest (Base: (August 1} Amount Rate Yield 797661)1 2018 $4,570,000 4.000% 0.850% VT9 2019 4,750,000 4.000 0.950 VU6 2020 4,940,000 5.000 1.070 VV4 2021 5,185,000 5.000 1.210 VW2 2022 5,445,000 2.000 1.390 vxo 2023 5,555,000 2.000 1.550 VY8 2024 5,665,000 5.000 1.640 VZ5 2025 5,950,000 5.000 1.840 WA9 2026 6,250,000 5.000 2.010 WB7 2027 6,560,000 5.000 2.190 WC5 2028 6,890,000 5.000 2.320' WD3 2029 7,235,000 5.000 2.440' WEI 2030 7,595,000 5.000 2.520' WF8 2031 7,975,000 5.000 2.600' WG6 2032 4,090,000 3.000 3.160 WH4 2032 4,285,000 5.000 2.670' WJO 2033 8,710,000 5.000 2.720' WK7 2034 9,145,000 4.000 3.210' WL5 2035 9,510,000 4.000 3.270' WM3 2036 9,890,000 4.000 3.310' WNI 2037 10,285,000 5.000 2.950' WP6 $58,500,000 4.000% Term Bond due August 1, 2042; Yield* 3.490%; cus1pt 797661 WQ4 $72,620,000 5.000% Term Bond due August 1, 2047; Yield* 3.080%; CUSIPt797661WR2 $28,400,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2017 SERIES A-2 BONDS (FEDERALLY TAXABLE) (GREEN BONDS) 1 Maturity CUSIP Date Principal Interest (Base: (August 1} Amount Rate Yield 797661)1 2017 $28,400,000 0.822% 0.822% wso Yield to call on August 1, 2027 at the principal amount thereof. t Barclays Capital Inc. and Stifel, Nicolaus & Company Incorporated are the sole Unden.vriters of the 2017A-2 Bonds. t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright © 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substih.ite for the CGS database. CUSIP numbers are provided for convenience only and neither the District nor the Unden.vriters takes any responsibility for the accuracy thereof. The CUSIP numbers are subject to being changed after the issuance of the 2017 Bonds as a result of various subsequent actions, including, but not limited to, a refllllding, in whole or in part ofthe 2017 Bonds. $84,735,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2004), 2017 REFUNDING SERIES E BONDS (GREEN BONDS) $84,735,000 SERIAL BONDS Maturity CUSIP Date Principal Interest (Base: (August 1} Amount Rate Yield 797661)1 2018 $4,455,000 4.000% 0.850% WTS 2019 5,220,000 5.000 0.950 WU5 2020 6,125,000 5.000 1.070 WV3 2036 33,115,000 5.000 2.910' WWI 2037 35,820,000 4.000 3.370' WX9 * Yield to call on August 1, 2027 at the principal amount thereof. t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright © 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substih.ite for the CGS database. CUSIP numbers are provided for convenience only and neither the District nor the Unden.vriters takes any responsibility for the accuracy thereof. The CUSIP numbers are subject to being changed after the issuance of the 2017 Bonds as a result of various subsequent actions, including, but not limited to, a refllllding, in whole or in part ofthe 2017 Bonds.