NEW ISSUE – BOOK ENTRY ONLY RATINGS: Moody’s: Aaa Standard & Poor’s: AAA See “Ratings” herein. In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District, 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 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 alternative minimum tax. Bond Counsel is also of the opinion that interest on the 2019 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the Taxable Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2019 Bonds. See “TAX MATTERS” $643,500,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS $313,205,000 $205,100,000 (ELECTION OF 2016), (ELECTION OF 2004), 2019 SERIES B-1 2019 SERIES F-1 (GREEN BONDS) (GREEN BONDS) $46,795,000 $34,900,000 (ELECTION OF 2016), (ELECTION OF 2004), 2019 SERIES B-2 (FEDERALLY TAXABLE) 2019 SERIES F-2 (FEDERALLY TAXABLE) (GREEN BONDS) (GREEN BONDS) $43,500,000 (ELECTION OF 2004), 2019 REFUNDING SERIES G (FEDERALLY TAXABLE) (GREEN BONDS) Dated: Date of Delivery Due: As shown on inside cover The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2016), 2019 Series B-1 (Green Bonds) (the “2019B-1 Bonds”) and 2019 Series B-2 (Federally Taxable) (Green Bonds) (the “2019B-2 Bonds” and, together with the 2019B-1 Bonds, the “2019B Bonds”) are being issued to finance specific acquisition, construction and improvement projects for District facilities approved by the voters and to pay the costs of issuance of the 2019B Bonds. The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2019 Series F-1 (Green Bonds) (the “2019F-1 Bonds”) and 2019 Series F-2 (Federally Taxable) (Green Bonds) (the “2019F-2 Bonds” and, together with the 2019F-1 Bonds, the “2019F Bonds”) are being issued to finance specific earthquake safety improvements to District facilities in Contra Costa, San Francisco, and Alameda Counties and to pay the costs of issuance of the 2019F Bonds. The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2019 Refunding Series G (Federally Taxable) (Green Bonds) (the “2019G Bonds”) are being issued to refund certain outstanding general obligation bonds of the District and to pay the costs of issuance of the 2019G Bonds. The 2019B-1 Bonds and the 2019F-1 Bonds shall collectively be known as the “Tax-Exempt Bonds,” the 2019B-2 Bonds, the 2019F-2 Bonds and the 2019G Bonds shall collectively be known as the “Taxable Bonds,” and the 2019B Bonds, the 2019F Bonds and the 2019G Bonds shall collectively be known as the “2019 Bonds.” The 2019 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 2019 Bonds will be made in principal amounts of $5,000 and integral multiples thereof and will be in book-entry form only. Purchasers of the 2019 Bonds will not receive bonds representing their beneficial ownership in the 2019 Bonds but will receive a credit balance on the books of their respective DTC Direct Participants or DTC Indirect Participants. The 2019 Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Principal on the 2019 Bonds is payable in the amounts and on the dates set forth on the inside cover. Interest on the Tax-Exempt Bonds and the 2019G Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2020, and interest on the 2019B-2 Bonds and the 2019F-2 Bonds is paid on the maturity date thereof. The principal of the 2019 Bonds is payable by U.S. Bank National Association, as trustee, to Cede & Co., the registered owner of the 2019 Bonds, and such interest and principal payments are to be disbursed to the beneficial owners of the 2019 Bonds through their respective DTC Direct Participants or DTC Indirect Participants. The 2019 Bonds are general obligations of the San Francisco Bay Area Rapid Transit District (the “District”), payable from and secured 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 other than certain proceeds of the 2019 Bonds are pledged to the payment of the 2019 Bonds. The Tax-Exempt Bonds and the 2019G 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 2019 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, as Disclosure Counsel to the District. The 2019 Bonds in book-entry-only form are expected to be delivered through the facilities of DTC on or about August 14, 2019. Morgan Stanley Citigroup Siebert Cisneros Shank & Co., L.L.C. J.P. Morgan Stifel Backstrom McCarley Berry & Co., LLC Raymond James Dated: July 30, 2019 MATURITY SCHEDULES $313,205,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2019 SERIES B-1 BONDS (GREEN BONDS) $165,375,000 SERIAL BONDS Maturity CUSIP Date Principal Interest (Base: (August 1) Amount Rate Yield 797661)‡ 2020 $5,440,000 5.000% 0.870% XH3 2021 5,265,000 5.000 0.880 XJ9 2022 5,525,000 5.000 0.890 XK6 2023 5,800,000 5.000 0.900 XL4 2024 6,090,000 5.000 0.920 XM2 2025 6,395,000 5.000 1.000 XN0 2026 6,715,000 5.000 1.080 XP5 2027 7,050,000 5.000 1.200 XQ3 2028 7,405,000 5.000 1.280 XR1 2029 7,775,000 5.000 1.380 XS9 2030 8,165,000 5.000 1.480* XT7 2031 8,570,000 5.000 1.570 XU4 2032 9,000,000 5.000 1.680 XV2 2033 9,450,000 5.000 1.750 XW0 2034 9,925,000 5.000 1.810 XX8 2035 10,420,000 5.000 1.890 XY6 2036 10,940,000 4.000 2.170 XZ3 2037 11,380,000 4.000 2.240 YA7 2038 7,805,000 3.000 2.670 YC3 2038 4,030,000 4.000 2.280 YB5 2039 7,130,000 3.000 2.740 YE9 2039 5,100,000 4.000 2.320 YD1 $37,750,000 4.000% Term Bonds due August 1, 2044; Yield 2.530%; CUSIP‡ 797661YF6 $110,080,000 3.000% Term Bonds due August 1, 2049; Yield 3.000%; CUSIP‡ 797661YG4 $46,795,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2019 SERIES B-2 BONDS (FEDERALLY TAXABLE) (GREEN BONDS) Maturity CUSIP Date Principal Interest (Base: (September 15) Amount Rate Yield 797661)‡ 2019 $46,795,000 2.158% 2.158% WY7 ‡ 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 Global Market Intelligence. Copyright © 2019 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 substitute for the CGS database. CUSIP numbers are provided for convenience only and neither the District nor the Underwriters takes any responsibility for the accuracy thereof. The CUSIP numbers are subject to being changed after the issuance of the 2019 Bonds as a result of various subsequent actions, including, but not limited to, a refunding, in whole or in part of the 2019 Bonds. * Yield to the par call date of August 1, 2029. $205,100,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2004), 2019 SERIES F-1 BONDS (GREEN BONDS) Maturity CUSIP Date Principal Interest (Base: (August 1) Amount Rate Yield 797661)‡ 2022 $6,095,000 4.000% 0.890% YH2 2023 6,340,000 5.000 0.900 YJ8 2024 6,660,000 4.000 0.920 YK5 2025 6,925,000 5.000 1.000 YL3 2026 7,270,000 4.000 1.080 YM1 2027 7,560,000 5.000 1.200 YN9 2028 7,940,000 5.000 1.280 YP4 2029 9,260,000 5.000 1.380 YQ2 2030 9,735,000 5.000 1.480* YR0 2031 10,220,000 5.000 1.570 YS8 2032 10,725,000 5.000 1.680 YT6 2033 11,255,000 5.000 1.750 YU3 2034 11,820,000 5.000 1.810 YV1 2035 12,415,000 5.000 1.890 YW9 2036 13,635,000 3.000 2.520 YX7 2037 14,180,000 3.000 2.600 YY5 2038 53,065,000 3.000 2.670 YZ2 $34,900,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2004), 2019 SERIES F-2 BONDS (FEDERALLY TAXABLE) (GREEN BONDS) Maturity CUSIP Date Principal Interest (Base: (September 15) Amount Rate Yield 797661) ‡ 2019 $34,900,000 2.158% 2.158% WZ4 ‡ CUSIP® is a registered trademark of the American Bankers Association.