NEW ISSUE – BOOK ENTRY ONLY RATINGS: Moody’s (2020 Bonds): Aaa Long Term Standard & Poor’s (2020C-1 Bonds): AAA Short Term Standard & Poor’s (2020C-2 Bonds): A-1+ 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 2020C-1 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 2020C-1 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 2020 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the 2020C-2 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 2020 Bonds. See “TAX MATTERS.” $700,000,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS $625,005,000 $74,995,000 (ELECTION OF 2016), (ELECTION OF 2016), 2020 SERIES C-1 2020 SERIES C-2 (FEDERALLY TAXABLE) (GREEN BONDS) (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), 2020 Series C-1 (Green Bonds) (the “2020C-1 Bonds”) and 2020 Series C-2 (Federally Taxable) (Green Bonds) (the “2020C-2 Bonds” and, together with the 2020C-1 Bonds, the “2020 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 2020 Bonds. The 2020 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 2020 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 2020 Bonds will not receive bonds representing their beneficial ownership in the 2020 Bonds but will receive a credit balance on the books of their respective DTC Direct Participants or DTC Indirect Participants. The 2020 Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Principal on the 2020 Bonds is payable in the amounts and on the dates set forth on the inside cover. Interest on the 2020C-1 Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2021, and interest on the 2020C-2 Bonds is paid on the maturity date thereof. The principal of the 2020 Bonds is payable by U.S. Bank National Association, as trustee, to Cede & Co., the registered owner of the 2020 Bonds, and such interest and principal payments are to be disbursed to the beneficial owners of the 2020 Bonds through their respective DTC Direct Participants or DTC Indirect Participants. The 2020 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 2020 Bonds are pledged to the payment of the 2020 Bonds. The 2020C-1 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 2020 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 2020 Bonds in book-entry-only form are expected to be delivered through the facilities of DTC on or about August 27, 2020. J.P. Morgan Goldman Sachs & Co. LLC Barclays Wells Fargo Securities Blaylock Van, LLC Dated: August 18, 2020 MATURITY SCHEDULES $625,005,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2020 SERIES C-1 BONDS (GREEN BONDS) $336,490,000 SERIAL BONDS Maturity Date Principal Interest CUSIP (Base: ISIN (Base: Common (August 1) Amount Rate Yield 797661)* US797661)* Code† 2024 $9,560,000 5.000% 0.100% ZA6 ZA67 222338042 2025 10,035,000 5.000 0.150 ZB4 ZB41 222338069 2026 10,530,000 5.000 0.230 ZC2 ZC24 222338077 2027 11,065,000 5.000 0.330 ZD0 ZD07 222338085 2028 11,610,000 5.000 0.430 ZE8 ZE89 222338093 2029 12,195,000 5.000 0.550 ZF5 ZF54 222338107 2030 12,800,000 4.000 0.660‡ ZG3 ZG38 222338115 2031 13,315,000 4.000 0.800‡ ZH1 ZH11 222338123 2032 13,850,000 4.000 0.940‡ ZJ7 ZJ76 222338131 2033 14,405,000 4.000 1.020‡ ZK4 ZK40 222338140 2034 14,980,000 4.000 1.130‡ ZL2 ZL23 222338158 2035 15,580,000 4.000 1.190‡ ZM0 ZM06 222338166 2036 16,205,000 3.000 1.490‡ ZN8 ZN88 222338174 2037 16,685,000 3.000 1.550‡ ZP3 ZP37 222338182 2038 17,185,000 3.000 1.590‡ ZQ1 ZQ10 222338204 2039 25,560,000 2.000 2.030 ZR9 ZR92 222338212 2040 26,080,000 2.000 2.070 ZS7 ZS75 222338239 2041 26,595,000 2.000 2.100 ZT5 ZT58 222445639 2042 27,130,000 2.000 2.130 ZU2 ZU22 222445647 2046 31,125,000 2.000 2.220 ZW8 ZW87 222445671 $86,385,000 4.000% Term Bond due August 1, 2045; Yield 1.640%‡; CUSIP* 797661ZV0; ISIN* US797661ZV05; Common Code† 222338247 $202,130,000 3.000% Term Bond due August 1, 2050; Yield 2.060%‡; CUSIP* 797661ZX6; ISIN* US797661ZX60; Common Code† 222338255 $74,995,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2020 SERIES C-2 BONDS (FEDERALLY TAXABLE) (GREEN BONDS) Maturity Date Principal Interest CUSIP (Base: ISIN (Base: Common (September 15) Amount Rate Yield 797661)* US797661)* Code† 2020 $74,995,000 0.170% 0.170% ZY4 ZY44 222338034 * 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 © 2020 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 and ISIN numbers are provided for convenience only and neither the District nor the Underwriters takes any responsibility for the accuracy thereof. The CUSIP and/or ISIN numbers are subject to being changed after the issuance of the 2020 Bonds as a result of various subsequent actions, including, but not limited to, a refunding, in whole or in part of the 2020 Bonds. † The Common Code is provided herein by Euroclear Bank S.A./N.V. Neither the District nor the Underwriters are responsible for the selection or use of this Common Code and no representation is made as to their correctness on the 2020 Bonds. ‡ Yield to the par call date of August 1, 2029. SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT 300 Lakeside Drive, 23rd Floor Oakland, California 94612 BOARD OF DIRECTORS Lateefah Simon Mark Foley Debora Allen President Vice President Director Elizabeth Ames Bevan Dufty Janice Li Director Director Director John McPartland Robert Raburn Rebecca Saltzman Director Director Director OFFICERS Robert Powers – General Manager Rosemarie V. Poblete – Controller/Treasurer Patricia K. Williams – District Secretary Russell G. Bloom – Independent Police Auditor Harriet Richardson – Inspector General GENERAL COUNSEL Matthew Burrows, Esq. TRUSTEE U.S. Bank National Association San Francisco, California BOND AND DISCLOSURE COUNSEL Orrick, Herrington & Sutcliffe LLP San Francisco, California MUNICIPAL ADVISOR Sperry Capital Inc. Sausalito, California (This page intentionally left blank) TABLE OF CONTENTS Page INTRODUCTION ....................................................................................................................................... 1 PLAN OF FINANCE ................................................................................................................................... 3 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................... 4 DESIGNATION AS GREEN BONDS / CLIMATE BOND CERTIFIED ................................................. 5 THE 2020 BONDS ...................................................................................................................................... 7 Purpose and Application of Proceeds ............................................................................................. 7 Authority for Issuance ....................................................................................................................