What changed in this filing

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Item 9A. Controls and Procedures

2021-11-15 compared with 2020-11-17 · 1200 added, 792 removed, 1239 unchanged (62% of the section changed)

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Disclosure Controls and Procedures

TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer) ("management"), evaluated the effectiveness of TVA's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2020.

TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial and Strategy Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer) ("management"), evaluated the effectiveness of TVA's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2021.

Based on this evaluation, TVA's management, concluded that TVA's disclosure controls and procedures were effective as of September 30, 2021, to ensure that information required to be disclosed by TVA in reports that it files or submits under the Exchange Act, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by TVA in such reports is accumulated and communicated to TVA's management, as appropriate, to allow timely decisions regarding required disclosure.

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Because of the inherent limitations in all control systems, internal control over financial reporting and systems may not prevent or detect misstatements.

TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer), evaluated the design and effectiveness of TVA's internal control over financial reporting as of September 30, 2020, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial and Strategy Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer), evaluated the design and effectiveness of TVA's internal control over financial reporting as of September 30, 2021, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, TVA's management concluded that TVA's internal control over financial reporting was effective as of September 30, 2021.

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OTHER INFORMATION

No Adjustments to CEO Compensation

On October 22, 2020, the People and Performance Committee (the "Committee") commissioned FW Cook to conduct an independent study of CEO compensation that provides increased direct focus on pay levels among government agencies.

TVA's CEO benchmarking approach has historically considered TVA's federal agency status in both a direct and indirect manner:

the direct manner has been to incorporate government agencies from Willis Towers Watson's ("WTW") Energy Services Survey into the survey sample used to develop benchmarks (four of the 31 companies in the 2019 sample were government agencies).

The indirect manner has been to position CEO target total direct compensation below the 25th percentile of the market composite data even though TVA's compensation plan provides for a general target at the 50th percentile.

The independent study for 2021 seeks to further incorporate government agency pay into the market composite data via the following actions:

(1) the Committee has authorized a custom survey of CEO/Principal Executive compensation at non-utility government agencies to be conducted by Willis Towers Watson and (2) the Committee will consider compensation practices from an expanded pool of government agencies and non-profit entities that participate in the WTW Energy Services Survey.

The results of the independent study will be presented to the Committee in January 2021 and will be used by the Committee and TVA Board in determining Mr.

Lyash's target total direct compensation for 2021.

Compensation Adjustments for Other NEOs

On November 13, 2020, Chief Executive Officer ("CEO") Jeffrey J.

Lyash approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2021.

(Biographical information for each is set out in Item 10, Directors, Executive Officers, and Corporate Governance.) The following sets forth salary increases and incentive awards granted for 2021, effective October 1, 2020:

2022 CEO Compensation

On November 10, 2021, the TVA Board approved adjustments to the compensation of Chief Executive Officer ("CEO") Jeffrey J.

Lyash for 2022.

The following sets forth the components of Mr.

Lyash's 2022 target total direct compensation ("TDC"), effective October 1, 2021:

• Salary increased from $1,100,000 to $1,152,250.

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• Long-term retention ("LTR") grant of $1,524,000, which will vest in three equal increments on September 30, 2022, September 30, 2023, and September 30, 2024.

No adjustments were made to any other existing elements of compensation for Mr.

Lyash for 2022.

Compensation Adjustments for Other NEOs

On November 10, 2021, CEO Jeffrey J.

Lyash approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2022.

• Salary increased from $765,000 to $795,600.

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• LTR grant of $585,000, which will vest in three equal increments on September 30, 2022, September 30, 2023, and September 30, 2024.

• Salary remained the same at $765,000.

• Executive Annual Incentive Plan ("EAIP") target increased from 70 percent of base salary to 80 percent of base salary.

• LTP grant of $1,175,000, which will vest on September 30, 2024.

• LTR grant of $785,000, which will vest in three equal increments on September 30, 2022, September 30, 2023, and September 30, 2024.

• Salary remained the same at $689,936.

• LTP grant of $1,225,000, which will vest on September 30, 2024.

• LTR grant of $525,000, which will vest in three equal increments on September 30, 2022, September 30, 2023, and September 30, 2024.

David Fountain

• Salary increased from $540,000 to $577,800.

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No adjustments were made to any other existing elements of compensation for these NEOs for 2022.

Supplemental Compensation Plan Change to Better Align to Market

Long-Term Incentive Plan

On November 12, 2020, the CEO approved an amended and restated Long-Term Incentive Plan ("LTIP") that allows TVA to make off-cycle performance-based grants and retention grants on a pro-rated basis.

A copy of the amended and restated LTIP is attached as an exhibit to this Annual Report and is incorporated herein by reference.

The foregoing description is qualified in its entirety by reference to such document.

Corporate Multiplier

On November 13, 2020, the TVA Board approved the following performance measures for the Corporate Multiplier for 2021:

(1) Safety, (2) Total Financing Obligations, (3) Cash Flow from Operations, (4) Net Income, (5) Jobs Created and Retained, and (6) Board Level Significant Events.

These measures are described in more detail in the table below:

Performance Measure Description Target

Safety (Serious Injury Incident Rate) (Number of cases X 200,000) / (Number of hours worked by TVA employees and staff augmentation contractors) 0

Total Financing Obligations The total amount of net long-term debt (including unamortized premiums and discounts), net short-term debt, leaseback obligations, energy prepayment obligations, and variable interest entities less unbudgeted contributions to unfunded liabilities $21,249

Cash Flow from Operating Activities Net cash provided by operating activities as shown on TVA's Consolidated Statements of Cash Flows $2,707

Net Income Net income as shown on TVA's Consolidated Statements of Operations $1,010

Jobs Created and Retained The number of new or retained jobs in the Tennessee Valley for which TVA has played a role in the recruitment or retention of the economic development project 42,000-70,000

Board Level Significant Events Items (both favorable and unfavorable) that the Board deems significant and that affect TVA's reputation, organizational health, or the public at large 0

The TVA Board and the CEO will jointly qualitatively assess TVA's performance and determine the final Corporate Multiplier, which will range between 0 and 1.0, after the end of 2021.

The award for certain participants in the Winning Performance Team Incentive Plan ("WPTIP") and the Executive Annual Incentive Plan ("EAIP") may be adjusted by the participant's supervisor based on an evaluation of the participant's individual achievements and performance during the year.

In addition, awards may be further adjusted by the TVA Board or the CEO (1) as a result of any unusual or nonrecurring event affecting TVA or the financial statements of TVA or (2) as a result of changes in business conditions or the business strategy of TVA.

Establishment of LTIP Performance Measures and Goals for the 2021 - 2023 Performance Cycle

On November 13, 2020, the TVA Board approved LTIP performance measures for the 2021 - 2023 performance cycle.

These performance measures, along with their associated weights and goals, are as follows:

2021 - 2023 LTIP Performance Cycle

Performance Measure Weight Threshold

(100%) Maximum

Non-Fuel Delivered Cost of Power (1)

45% 3.62 3.48 3.34

Load Not Served (2)

30% 4.6 3.9 3.4

External Performance Indicators for TVA Nuclear Fleet (3)

15% 95.3 96.8 98.3

Customer Survey (4)

5% 67.3 71.3 75.3

Stakeholder Survey (5)

5% 75.2 77.7 80.2

(1) Non-Fuel Delivered Cost of Power = (Operating and Maintenance Expense + Base Capital Expense + Interest Expense + Other Expense) / Budgeted Electric Power Sales.

For the 2021 - 2023 LTIP performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2021, 2022, and 2023 results.

(2) Load Not Served = (Percentage of Total Load Not Served) x (Number of Minutes in the Period).

The Load Not Served measure excludes events during declared major events, variances, gunfire, vandalism, and verified tornadoes and includes distributor provided load not served estimates for distributor connection point interruptions caused by TVA.

For the 2021 - 2023 LTIP performance cycle, the Load Not Served measure will be calculated using an average of the 2021, 2022, and 2023 results.

(3) The External Performance Indicators for TVA Nuclear Fleet measure is calculated using a weighted combination of key performance indicators based on standard nuclear industry definitions for station performance, with the maximum obtainable being 100 points.

For the 2021 – 2023 LTIP performance cycle, this measure will be based on 2023 results.

(4) For the 2021 - 2023 LTIP performance cycle, the Customer Survey metric will be a composite score of customer survey results based on responses to key survey questions related to the impact of customer experience on loyalty to TVA.

This measure will be calculated using an average of the 2021, 2022, and 2023 results.

(5) For the 2021 - 2023 LTIP performance cycle, the Stakeholder Survey metric will be the average score of a survey conducted among the general public, public officials, economic development leaders, and business and community leaders in the TVA service area to assess public opinion of TVA.

This measure will be calculated using an average of the 2021, 2022, and 2023 results.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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At least seven of the nine TVA Board members must be legal residents of the TVA service area.

Currently, TVA has five active TVA Board members.

Currently, TVA has seven active TVA Board members.

TVA Board members serve five-year terms, and at least one member's term ends each year.

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and establishes a compensation plan for employees.

The TVA Board as of November 16, 2020, consisted of the following five individuals with their ages and terms of office provided:

The TVA Board as of November 12, 2021, consisted of the following seven individuals with their ages and terms of office provided:

Directors Age Year Current Term Began Year Term Expires

Ryder, Chair (1)

Allen 74 2018 2021

Kilbride, Chair (1)

Frazier 77 2018 2022

Kilbride 69 2019 2023

Beth Harwell 64 2021 2024

Brian Noland 53 2020 2024

Smith 62 2018 2022

Ryder assumed the Board Chair role on August 13, 2020.

Ryder of Memphis, Tennessee, joined the TVA Board in March 2019.

He has served as a bankruptcy and election law attorney with Harris Shelton Hanover Walsh, PLLC, since 2000.

In addition, he served as General Counsel to the Republican National Committee from 2013 to 2017 and as Chairman of the Republican National Lawyers Association from 2017 to 2018.

Kilbride assumed the Board Chair role on August 19, 2021.

(2) Although the terms of Director Allen and Director Ryder expired in May 2021, they are permitted under the TVA Act to remain in office until the earlier of the end of the current session of Congress or the date a successor takes office.

Kilbride of Chattanooga, Tennessee, joined the TVA Board in August 2019 and assumed the Board Chair role in August 2021.

He served as the president and CEO of the Chattanooga Area Chamber of Commerce from July 2014 until his retirement in January 2017, where he led multiple initiatives to attract and retain business to southeast Tennessee.

He previously served as the president of the Mohawk Home, a division of Mohawk Industries, Inc.

from 1992 to 2014 after earlier holding positions with Chemical Bank, Dean Witter Reynolds Financial Services, and the New York Stock Exchange.

Allen of White Plains, Kentucky, joined the TVA Board in January 2018.

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Frazier previously held a number of other executive management positions, including chair and Chief Financial Officer ("CFO") of the Chicago Stock Exchange, chair and Chief Executive Officer ("CEO") of Danka Business Systems, a reseller of high-end photocopying equipment, president of Caremark, a pharmacy benefit management company, and COO of the Atlanta Committee for the 1996 Olympic Games.

Kilbride of Chattanooga, Tennessee, joined the TVA Board in August 2019.

He previously served as the president of the Home Division of Mohawk Industries after earlier holding positions with both Dean Witter Reynolds Financial Services and the New York Stock Exchange.

Harwell of Nashville, Tennessee, joined the TVA Board in January 2021.

She has served as a distinguished visiting professor at Middle Tennessee State University since the fall of 2019.

She previously served as the speaker of the Tennessee House of Representatives, from 2011 until 2019, while serving as a state representative for the 56 th District of Tennessee for nearly 30 years.

She has also chaired the Tennessee Republican Party and served as an assistant professor of political science at Belmont University, as well as in a variety of additional roles in both education and public service.

Noland of Johnson City, Tennessee, joined the TVA Board in December 2020.

Since January 2012, he has served as the ninth president of East Tennessee State University.

He previously served as Chancellor of the West Virginia Higher Education System for six years.

In 2018, he was elected to the board of the American Council on Education and also serves on the boards of a number of other educational and civic organizations, as well as an Institute of Higher Education fellow at the University of Georgia.

Ryder of Memphis, Tennessee, joined the TVA Board in March 2019.

He has served as a bankruptcy and election law attorney with Harris Shelton Hanover Walsh, PLLC, since 2000.

He has also served as an adjunct professor of law at Belmont University since August 2021 and previously served as an adjunct professor of law at Vanderbilt University.

In addition, he served as General Counsel to the Republican National Committee from 2013 to 2017 and as Chairman of the Republican National Lawyers Association from 2017 to 2018.

Smith of Knoxville, Tennessee, joined the TVA Board in January 2018.

Since April 2000, Mr.

Smith has served as the deputy for operations at Oak Ridge National Laboratory ("ORNL").

Since April 2001, he has also served as the President of UT-Battelle Development Corporation, an entity established to develop privately constructed facilities at ORNL.

From April 2000 to his retirement in April 2021, Mr.

Smith served as the deputy for operations at Oak Ridge National Laboratory ("ORNL").

From April 2001 to April 2021, he also served as the President of UT-Battelle Development Corporation, an entity established to develop privately constructed facilities at ORNL.

During a six-month special assignment in 2002, he assisted with the creation of the U.S.

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Lyash President and Chief Executive Officer 60 2019

Thomas, III Executive Vice President and Chief Financial Officer 57 2005

Skaggs Executive Vice President and Chief Operating Officer 60 1994

Quirk Executive Vice President and General Counsel 66 2015

Thomas, III Executive Vice President and Chief Financial and Strategy Officer 57 2005

Moul Executive Vice President and Chief Operating Officer (1)

Rausch Executive Vice President and Chief Nuclear Officer 57 2018

David Fountain Executive Vice President and General Counsel 54 2020

Collins Executive Vice President and Chief People and Communications Officer 55 2014

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Wear Vice President and Controller (Principal Accounting Officer) 53 2008

Mills commenced employment with TVA on February 3, 2020.

Moul commenced employment with TVA on June 21, 2021

Lyash has served as TVA's President and CEO since April 2019.

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since June 2018.

Thomas has served as TVA's CFO since June 2010 and was also named Executive Vice President in February 2012.

He served as Executive Vice President of People and Performance from January 2010 to June 2010, as Senior Vice President, Corporate Governance and Compliance from July 2009 to January 2010, as Controller and Chief Accounting Officer from January 2008 to September 2009, and as the General Manager, Operations Business Services from November 2005 to January 2008.

Thomas was named Executive Vice President and Chief Financial and Strategy Officer ("CFSO") in June 2021.

Thomas served as Executive Vice President and CFO from February 2012 to June 2021, as CFO from June 2010 to February

2012, as Executive Vice President of People and Performance from January 2010 to June 2010, as Senior Vice President, Corporate Governance and Compliance from July 2009 to January 2010, as Controller and Chief Accounting Officer from January 2008 to September 2009, and as the General Manager, Operations Business Services from November 2005 to January 2008.

Prior to joining TVA, Mr.

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from 2001 to 2002, both subsidiaries of Progress Energy.

Skaggs was named TVA's Executive Vice President and COO effective October 2018.

Since joining TVA in 1994 as Manager of Projects at Watts Bar Nuclear Plant ("Watts Bar"), Mr.

Skaggs has held several management positions, including Executive Vice President, Operations from October 2016 to September 2018, Senior Vice President, Watts Bar Operations and Construction from September 2013 to October 2016, Senior Vice President, Nuclear Construction from February 2012 to September 2013, Senior Vice President of Nuclear Generation Development and Construction from October 2011 to February 2012, Site Vice President of Sequoyah Nuclear Plant from November 2010 to October 2011, Vice President of Nuclear Operations Support from December 2009 to November 2010, Site Vice President at Watts Bar from July 2005 to December 2009, and Site Vice President at Browns Ferry Nuclear Plant from July 2004 to July 2005.

Quirk has served as TVA's Executive Vice President and General Counsel since February 2015.

From October 2010 to February 2015, Ms.

Quirk was an equity partner in the law firm of Schiff Hardin LLP, which specializes in federal energy regulation, legislation, and power supply transactions.

Prior to joining Schiff Hardin, Ms.

Quirk was a partner in the Energy

Group of Sullivan & Worcester LLP, and a partner in the Energy Group of Verner, Liipfert, Bernhard, McPherson and Hand, specializing in federal energy regulation, legislation, power supply transactions, and state proceedings.

Moul was named Executive Vice President and Chief Operating Officer in June 2021.

Before joining TVA, Mr.

Moul served as the Executive Vice President, Nuclear Division and Chief Nuclear Officer at NextEra Energy Inc.

from January 2020 to May 2021 and as the Vice President and Chief Nuclear Officer of NextEra Energy Inc.

from May 2019 to December 2019.

He previously held various roles at several subsidiaries of FirstEnergy Corp.

Moul served as Executive on Special Assignment of FirstEnergy Solutions Corp.

from March 2019 to May 2019, President and Chief Nuclear Officer of FirstEnergy Generation Companies from March 2018 to March 2019, President of FirstEnergy Generation LLC from April 2017 to March 2018, and Senior Vice President, Fossil Operations and Environmental of FirstEnergy Solutions from August 2015 to April 2017.

Rausch was named Executive Vice President and Chief Nuclear Officer in November 2020.

Rausch joined TVA in October 2018 as Senior Vice President and Chief Nuclear Officer.

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Rausch has 25 years of experience in virtually all the disciplines of the nuclear power industry, including roles as Site Vice President, Plant General Manager, and Director of Engineering.

In November 2020, he was named Executive Vice President and Chief Nuclear Officer.

Fountain was named Executive Vice President and General Counsel in March 2021.

Fountain joined TVA in June 2020 as the Senior Vice President and Vice General Counsel.

Prior to joining TVA, Mr.

Fountain served in various leadership roles for more than 20 years with Duke Energy and predecessor companies Progress Energy and Carolina Power & Light.

Most recently, Mr.

Fountain served as Senior Vice President, Legal, Corporate Secretary, and Chief Ethics and Compliance Officer at Duke Energy from November 2018 to May 2020 and as President of Duke Energy North Carolina from August 2015 to November 2018.

Collins was named Executive Vice President and Chief People and Communications Officer in November 2020.

Collins joined TVA in May 2014 as Vice President of Human Resources, she was named Senior Vice President and Chief Human Resources Officer in February 2016, and she was named Senior Vice President, Chief Human Resources and Communications Officer in June 2019.

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Collins served as Senior Vice President of Human Resources for Constellation Energy Nuclear Group, LLC from 2009 to 2014 and as Vice President of Human Resources for Constellation Energy from 2008 to 2009.

In November 2020, she was named Executive Vice President, Chief People and Communications Officer to reflect the broader scope of her role.

Mills was named TVA's Executive Vice President and Chief External Relations Officer in February 2020.

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Committees of the TVA Board

The TVA Board has an Audit, Risk, and Regulation Committee established in accordance with the TVA Act.

TVA's Audit, Risk, and Regulation Committee consists of John L.

Ryder and William B.

The TVA Board has an Audit, Finance, Risk, and Cybersecurity Committee established in accordance with the TVA Act.

TVA's Audit, Finance, Risk, and Cybersecurity Committee consists of A.D.

Frazier, William B.

Kilbride, and Beth Harwell.

Director Kilbride is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934 (the "Exchange Act").

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however, the TVA Act assigns the responsibility for engaging the services of the external auditor to the TVA Board.

The TVA Board has also established the following committees in addition to the Audit, Risk, and Regulation Committee:

• Finance, Rates, and Portfolio Committee,

• External Relations Committee,

• People and Performance Committee, and

• Nuclear Oversight Committee.

The TVA Board has also established the following committees in addition to the Audit, Finance, Risk, and Cybersecurity Committee:

• External Stakeholders and Regulation Committee,

• People and Governance Committee, and

• Operations and Nuclear Oversight Committee.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") provides information on the objectives, goals, and structure of TVA's executive compensation program and the 2020 compensation awarded to TVA's CEO, CFO, and three other most highly compensated executive officers serving at the end of 2020.

This Compensation Discussion and Analysis ("CD&A") provides information on the objectives, goals, and structure of TVA's executive compensation program and the 2021 compensation awarded to TVA's CEO, CFSO, three other most highly compensated executive officers serving at the end of 2021, and one additional individual who was no longer serving as an executive officer at September 30, 2021.

Collectively, these officers are TVA's 2021 Named Executive Officers ("NEOs"):

Name Title Employed with TVA since

President and CEO

Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Operating Officer

Executive Vice President and General Counsel

Executive Vice President and Chief Nuclear Officer (1)

Lyash President and CEO 2019

Thomas, III Executive Vice President and Chief Financial and Strategy Officer (1)

Rausch Executive Vice President and Chief Nuclear Officer (2)

Fountain Executive Vice President and General Counsel (3)

Moul Executive Vice President and Chief Operating Officer (4)

Skaggs Executive Vice President and Advisor to the CEO (5)

(1) Effective June 7 , 2021;

former Executive Vice President and Chief Financial Officer

(2) Effective November 13, 2020;

formerly Senior Vice President and Chief Nuclear Officer

former Senior Vice President and Chief Nuclear Officer

(3) Effective March 5, 2021;

former Senior Vice President, Vice General Counsel

(4) Effective June 21, 2021, employed as Executive Vice President and Chief Operating Officer

(5) Effective June 21, 2021;

former Executive Vice President and Chief Operating Officer

In May 2021, Mr.

Skaggs announced his intention to retire from TVA in January 2022.

Effective June 21, 2021, Mr.

Skaggs was appointed to serve as Executive Vice President and Advisor to the CEO until his retirement in January 2022.

Moul was employed as Executive Vice President and Chief Operating Officer effective June 21, 2021.

Former Executive Vice President and General Counsel Sherry A.

Quirk retired from TVA on March 5, 2021, as previously announced.

Quirk’s retirement, Mr.

Fountain was promoted to Executive Vice President and General Counsel effective March 5, 2021.

Compensation granted in connection with the above-referenced NEO changes is set forth below in Notable 2021 Actions .

TVA's Unique Public Power Mission of Service

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and promoting economic development.

The Consolidated Appropriations Act of 2005 altered the TVA Act in several key areas designed to more closely align TVA with other corporate entities, including changing its Board structure, providing for a CEO, requiring TVA to follow Securities and Exchange Commission reporting requirements, and requiring that compensation be based on prevailing compensation for similar positions in investor-owned companies as well as governmental entities.

TVA's operational and financial performance have considerably improved since the transition to its current governance structure.

Under federal law, TVA is aligned with other corporate entities as it is required to follow Securities and Exchange Commission reporting requirements, and compensation must be based on prevailing compensation for similar positions in investor-owned companies as well as governmental entities.

TVA PUBLIC POWER MISSION - TO SERVE THE PEOPLE OF THE TENNESSEE VALLEY TO MAKE LIFE BETTER

Today, TVA operates the nation's largest public power system and is one of the largest U.S.

utility companies in terms of generating capacity.

However, TVA's "Public Power" mission sets it apart from its investor-owned peers:

as an instrumentality of the federal government, its mission is to serve the people of the Tennessee Valley.

electric utilities in terms of generating capacity.

TVA's "Public Power" mission sets it apart from its investor-owned peers.

As an instrumentality of the federal government, TVA’s mission is to serve the people of the Tennessee Valley.

Profits do not go to shareholders, but rather are reinvested back into the Tennessee Valley community and the energy infrastructure that powers it.

In doing so, no American tax dollars are used:

In doing so, TVA uses no appropriated tax dollars.

TVA is self-funded, with virtually all its operations funded through revenue and power system financings .

Complexity and Scale Comparable to Investor-Owned Utilities

TVA supplies reliable power over more than 16,000 miles of transmission lines to a population of approximately 10 million people over nearly 80,000 square miles in seven states, employs nearly 10,000 people, and helps recruit and retain billions of dollars in economic development and environmental stewardship projects annually.

TVA supplies reliable power over more than 16,000 miles of transmission lines to a population of approximately 10 million people over nearly 80,000 square miles in seven states, employs approximately 10,200 people, and helps recruit and retain billions of dollars in economic development projects annually.

The complexity, scale, and scope of its utility operations rival those of the largest U.S.

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Delivering reliable, low cost, clean energy

Largest Public Power Provider

Largest Public Power System

In the United States

Summer Net Capacity

2nd Largest Transmission System

One of the Largest Transmission Systems

In high voltage lines among United States utilities

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In the United States, providing over 40 percent of the energy produced by TVA

29 Power-Generating Dams with 109 Units

29 Power-Generating Dams

Hydroelectric providing 3,750 megawatts of net summer capability

3rd Largest Pumped-Storage Hydro Plant

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– 29 hydroelectric sites

– One pumped-storage site

– One pumped-storage hydroelectric site

– Nine combustion turbine gas sites

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– 13 solar energy sites

– One diesel generator site

Partnering with 153 Local Power Companies,

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Approximately

10 Million People Served

10 Million People

Over 775,000 Businesses

Including 56 large corporations and federal installations

Including 57 corporations and federal installations

Across Seven States

Managing Large, Complex Operations Safely

2020 Was One of TVA's Safest Years on Record

Continued Strong Safety Performance

Carbon Reduction Leadership

63% reduction in mass carbon emissions

from generation from CY 2005 to CY 2020

Caring for our region's natural resources

Hydroelectric and non-power providing 5,394 MW

summer net capability

Hydroelectric and non-power

Approximately

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650,000 Surface Acres of reservoir water

Water Source for more than

Five Million People

Using 10 Billion Gallons in the Valley every day

Approximately 800 Miles of Commercially Navigable Waterways

Economic Development

Creating sustainable economic growth

Over $45.4 Billion Capital Investment in Tennessee Valley

over the last five years, creating and retaining approximately 341,000 jobs

Nearly 10,000

Over $8.8 Billion Investments in Tennessee Valley

creating and retaining approximately 80,900 jobs

Approximately 10,200

Rural Development

Rural Leadership Institute / Rural Certified Communities

Rural Leadership Institute / Customized Training

Technical Services

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Financial support for communities to make sites and buildings more marketable for companies to locate and grow

Training & development, facilitation services, leadership training, workforce training, and young talent development

Training and Development

Training & development, facilitation services, leadership training, workforce training, and talent development

Top Utility in Economic Development 16 Consecutive Years

By Site Selection Magazine

Attracting Experienced Talent Requires Competitive Pay

Talent matters, because of its high value and scarcity.

Attraction and retention of talent is paramount to TVA given its complex operations and performance expectations.

Talent matters because of its value contribution and scarcity.

Attraction and retention of talent is paramount to TVA given its complex operations and high performance expectations.

This important component of TVA's strategy was incorporated in the TVA Act through the requirement of competitive compensation in the Consolidated Appropriations Act of 2005.

In order to fulfill its public power mission in the most effective way possible, TVA must provide market-based, competitive compensation levels to deliver superior performance and execute ambitious multi-year objectives aligned with TVA's public power mission.

TVA is one of the largest and most complex organizations in the energy services industry, with generating capacity, assets, and customer counts that surpass most of its peers.

TVA is one of the largest and most complex organizations in the energy services industry, with generating capacity and assets that surpass most of its peers.

While TVA's revenue is below the median of its peer group, this is reflective of TVA's success with regard to its public service mission, as one of its primary objectives is to maintain the lowest feasible rates.

As noted in "Delivering Value Through Superior Performance" below, TVA's rates are below the vast majority of the top U.S.

As noted in "Delivering Value Through Superior Performance" below, TVA's rates are below the rates of the vast majority of the top U.S.

Unique to TVA, the company is also responsible for managing the Tennessee River system to provide flood control, navigation, hydroelectric generation, recreation, water quality and supply, and other benefits.

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TVA successfully manages all of this with an employee count below the median employee count of its peers, demonstrating a comparatively greater efficiency.

TVA WELL-POSITIONED AGAINST PEERS*

TVA POSITIONING AGAINST PEERS*

*For information on peer group, see "Compensation Setting Process Demonstrates Strong Governance - TVA Competes with Peers for Talent" below.

(1) Based on data from the consecutive four quarters ending June 30, 2019 (data source S&P's Capital IQ)

(2) Based on data from the consecutive four quarters ending June 30, 2019 (data source S&P's Capital IQ)

(3) Based on preceding fiscal year end as of October 2019 (data source S&P's Capital IQ)

(4) Estimated as of October 2019 (data source SNL Energy)

(5) As of October 2019 (data source SNL Energy)

Given the nature and scale of its operations, TVA competes with large investor-owned utilities to attract and retain talent.

In fact, over 70 percent of TVA executives that were externally recruited over the last five years are former employees of investor-owned utilities .

Three of TVA's five NEOs, including its CEO, were formerly employed by investor-owned utilities.

(1) Based on data from the consecutive four quarters ended June 30, 2020 (data source S&P's Capital IQ)

(2) Based on data from the consecutive four quarters ended June 30, 2020 (data source S&P's Capital IQ)

(3) Based on fiscal year end as of October 2020 (data source S&P's Capital IQ)

(4) Based on data reported by SNL Energy in March 2020

(5) Based on data reported by SNL Energy in March 2020

Given the nature and scale of its operations, TVA competes with large investor-owned utilities ("IOUs") to attract and retain talent.

Five of TVA's six NEOs were formerly employed by IOUs.

Additionally, over 70 percent of TVA executives who were externally recruited over the last five years are former employees of IOUs.

TVA's ability to compete with these organizations for talent has yielded success for TVA and its stakeholders.

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TVA's success is measured in terms of value delivered to the businesses, customers, and residents of the Tennessee Valley by providing low-cost energy, maintaining reliable, safe, and efficient infrastructure, investing in the community's economy, and managing and protecting its environmental assets.

As shown below, TVA has executed on this objective year after year, making a positive impact on all of its stakeholders.

Under the leadership of TVA's NEOs, TVA's employees delivered another year of performance improvements – and achieved or exceeded original 2020 plan objectives – despite the significant challenges arising from the COVID-19 pandemic.

Value Delivered to Partners and Customers Low Rates

• Residential rates lower than 70 percent of the top 100 U.S.

utilities (based on U.S.

Energy Information Administration ("EIA") data for CY 2019)

• Industrial rates lower than 90 percent of the top 100 U.S.

utilities (based on EIA data for CY 2019)

• Effective wholesale rates held flat, stable, and low for past seven years and through next decade

Reliable Energy

• 99.999 percent transmission reliability since 2000

Strong Partnerships

• COVID-19 Pandemic Support

– Made $1.0 billion of credit support available to local power companies ("LPCs")

– Provided regulatory relief and flexibility to LPCs

– Approved a $200 million Pandemic Relief Credit that will apply to service provided to TVA's LPCs, their large commercial and industrial customers, and TVA's directly served customers as a 2.5 percent monthly base rate credit during 2021

– Created Back-to-Business Credit Program with approximately $10 million in incentives to help large customers return to work at pre-pandemic levels

• Returned $163 million in bill credits to local power companies participating in Long-Term Partnership Agreements in 2020

TVA Strength and Stability

• Reduced total financing obligations ("TFO") to $21.4 billion, the lowest level in 30 years

• Organization and operations entirely self-funded since 1999

Value Delivered to the Community Economic Development

• Named Top Utility in Economic Development by Site Selection Magazine for 15th year in a row

• Attracted or allocated more than $45.4 billion in investment into the Tennessee Valley in the last five years, with more than $8.6 billion of that in 2020 alone

• Responsible for approximately 341,000 jobs attracted or retained in the Tennessee Valley in the last five years, with approximately 67,000 of those added in 2020 despite the COVID-19 pandemic headwinds

• Supported rural communities with nearly half of TVA economic development projects tailored to meet the needs of these areas

• Contributed nearly $552 million in tax equivalent payments to states and local governments in 2020 (excluding impacts from tax equivalents related to fuel cost adjustments)

Community Organization Support

• Supported community organizations and education in the Tennessee Valley with more than $3 million in corporate giving and grants

• Distributed more than one million meals to families in need in 2020 through TVA's partnership with Feeding America

COVID-19 Pandemic Support

• Created Community Care Fund that has already provided over $2 million to charitable and community organizations, with an additional $2 million available

National Defense

• Proudly supports national defense efforts and partners with Oak Ridge National Laboratory on cutting-edge research

Value Delivered to Employees Safety-Focused Operations

• Top decile performance in 2020 for both TVA's Serious Injury Rate and Recordable Injury Rate

– One of TVA's best safety performance years on record

• Invested in innovative trend tracking technology and employee engagement and oversight to continuously improve safety performance

Executing on its strategic priorities, TVA continues to make a positive impact on all of its stakeholders, as shown below.

Under the leadership of TVA's NEOs, TVA's employees delivered another year of performance improvements – and achieved or exceeded nearly all 2021 key performance objectives – despite the continuation of challenges arising from the COVID-19 pandemic.

Safety-Focused Operations

• Top decile performance for TVA's Recordable Injury Rate and top quartile performance for TVA's Serious Injury Rate in 2021

– Continued Strong Safety Performance

– Consistent decline in recordable injuries and illnesses

Pay for Performance

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Inclusive Culture

• Ranked as Top 10 Employer for U.S.

military veteran support in the workforce - military veterans comprise nearly 20 percent of the TVA workforce

• TVA Employee Resource Groups received a 2020 Diversity Impact Award from the Association of ERGs and Councils

• Recognized as a 2020 Leading Disability Employer

• Ranked on Forbes list of America's Best Employers for 2020 and ranked No.

2 employer in Tennessee

• Ranked in Top 100 - 2021 America's Most Loved Workplaces ® ( Newsweek in partnership with Best Practice Institute)

• Established Inclusion with Diversity ("IwD") Council - advises, champions, and oversees all IwD strategies and actions

• Supports nine Employee Resource Groups ("ERGs")

• 2021 Military Friendly ® Employer - Top 10 designation.

Military veterans comprise approximately 18 percent of the TVA workforce

• 2021 Military Friendly ® Supplier Diversity - Top 10

• 2021 Military Friendly ® Spouse Employer

• VETS Indexes 5-Star Employer

• 2021 Diversity Impact Award - Top 10 Diversity Action Award (Association of ERGs and Councils)

• Ranked in Top 5 in Tennessee for third consecutive year on Forbes list of America's Best-in-State Employers in 2021

2 in Utilities Industry on Forbes America's Best Large Employers in 2021

Benefits and Well Being

• Recognized by Plan Sponsor - 2021 Best in Class 401(k) Plans

Training and Education

• Invested in TVA's employees through training and performance improvement programs

• Continued investing in TVA's employees through training and performance improvement programs

COVID-19 Pandemic Support

• Established TVA Employee Relief Fund to support employees adversely impacted by the COVID-19 pandemic and natural disasters

• Continued TVA Employee Relief Fund established in 2020 to support employees adversely impacted by the COVID-19 pandemic and natural disasters

• Provided support for employees including:

◦ establishing a mental health advocacy program

◦ providing unlimited Employee Assistance Program sessions

◦ enhancing paid leave

◦ providing tutoring resources

◦ providing vaccination clinics and wellness incentive for vaccinations

Strong Labor Partnerships

• Employees and contractors are represented by 17 different labor union groups

• Extended agreements with the Trades and Labor Council for Annual Employees and North America's Building Trades Unions for 10 year periods

Value Delivered to the Public and the Environment Sustainability

• $15 billion in cleaner, more diverse energy generation mix since 2013

• Contracted additional solar that increased total operating and contracted capacity approximately 70 percent in 2020

• Nearly 50 percent more renewable energy generation than TVA's closest regional peer

• Increased carbon-free power supply mix to 57 percent for the year ended September 30, 2020 (nearly 59 percent including the impact of TVA's energy efficiency programs)

• For CY2019, TVA's emissions of carbon dioxide were at a 55 percent reduction from 2005 levels

Power Supply Mix by Source*

• One of the largest U.S.

contributors to Helmets to Hardhats program

Reliable and Clean Energy

• 99.999 percent transmission reliability since 2000

• $17.1 billion invested in a cleaner and more diverse energy generation mix since 2013

• Cleanest power system in the Southeast, as a percent of total generation

Effective Resource Management

• Over $9.7 billion in flood damage averted in the Tennessee Valley and along the Ohio and Mississippi Rivers over TVA's recorded history, with $170 million in flood damage averted in the Tennessee Valley in 2021

• Operates River Forecast Center around the clock, monitoring weather conditions and forecasts, and constantly watching and adjusting the Tennessee River system

• Manages the Tennessee River system in an integrated manner, balancing hydroelectric generation, navigation, flood-damage reduction, water quality and supply, and recreation

TVA Strength and Stability

• Organization and operations entirely self-funded since 1999

• In 2020, TVA achieved and surpassed its strategic goal of reducing debt to $21.8 billion by 2023, and made even further reductions in debt in 2021

• TFO of $20.5 billion – lowest in over 30 years

• Issued Green Bond offering - with lowest interest rate on a 10-year financing in TVA history

• $54 million lower interest expense in 2021 compared to 2020 mainly due to lower debt levels

Low, Stable Rates

• Residential rates lower than 80 percent of the top 100 U.S.

utilities (based on June 2021 12-month rolling average from U.S.

Energy Information Administration ("EIA"))

• Industrial rates lower than more than 95 percent of the top 100 U.S.

utilities (based on June 2021 12-month rolling average from EIA)

• Effective wholesale rates held stable and low for past eight years

Strong Partnerships

• COVID-19 Pandemic Support

• Made $1.0 billion of credit support available to local power companies ("LPCs") which was available through December 31, 2020

• Provided regulatory relief and flexibility to LPCs

• Provided a 2.5 percent Pandemic Relief Credit to TVA's LPCs, their large commercial and industrial customers, and TVA's directly served customers totaling $ 221 million for 2021

• Approved a 2.5 percent Pandemic Recovery Credit that will apply to service provided to TVA's LPCs, their large commercial and industrial customers, and TVA's directly served customers, expected to approximate $220 million for 2022

• Provided approximately $13 million through the Back-to-Business Credit Program, since its 2020 inception, to help large customers return to work at pre-pandemic levels

• Continued support through the Community Care Fund established in 2020 that has already provided over $4 million, with nearly $2 million provided in 2021, and an additional $5 million available, to support local initiatives that address hardships created by the COVID-19 pandemic.

• Returned $ 189 million in bill credits to local power companies participating in Long-Term Partnership Agreements in 2021

Economic Development

• Named Top Utility in Economic Development by Site Selection Magazine for 16th year in a row

• Efforts continued to attract and encourage the expansion of business and industries in the Tennessee Valley in 2021 contributing to:

◦ Over $8.8 billion in investments, and

◦ Approximately 80,900 jobs created or retained

• Supported rural communities with TVA economic development programs tailored to meet the needs of these areas

• Contributed nearly $500 million in tax equivalent payments to states and local governments in 2021 (excluding impacts from tax equivalents related to fuel cost adjustments)

Community Support

• Nearly $3 million donated to organizations across the Valley in addition to the Community Care Fund

• Distributed over 1 million meals to families in need in 2021 through TVA's partnership with Feeding America

• Continued support through the Home Uplift program - Valley wide

Sustainability

• Carbon-free power supply mix was 56 percent for the year ended September 30, 2021

• For CY 2020, TVA's mass emissions of carbon dioxide were at a 63 percent reduction from 2005 levels

– Chart depicts both generated and purchased power within respective resource types.

In addition to power supply sources

included here, TVA offers energy efficiency programs that effectively reduced 2020 energy needs by about 2,300 GWh or 1.5%.

In addition to power supply sources included here, TVA offers energy efficiency programs that effectively reduced 2021 energy needs by about 2,300 GWh or 1.4%.

• Contracted over 1,000 MW of additional solar and 196 MW of battery storage in 2021, as a result of TVA’s 2020 request for proposals

• Top quartile utility in renewable energy production in the Southeast

• Issued second annual TVA Sustainability Report;

supplemental Carbon Report;

and Edison Electric Institute Environmental, Social, Governance and Sustainability Report

• Ranked in Global Top 100 in Green Utilities 2021 Report by Energy Intelligence

Programs and Partnerships

– Exploring grid-scale, battery energy-storage systems, the first of which TVA expects to install in eastern Tennessee and expects to store 40 megawatt hours of energy with enough power to run more than 11,000 homes for three hours

– Established annual carbon reduction awards for top performing and most-improved companies across the Tennessee Valley

– TVA offers green programs in partnership with LPCs which allow businesses and individuals to purchase renewable energy certificates to meet their renewable energy and sustainability goals

• Published first TVA Sustainability Report in 2020

Effective Resource Management

• Prevented over $9.5 billion in potential flood damage over TVA's recorded history, with approximately $1.0 billion in potential flood damage averted in 2020 despite it being the wettest year on record

• Provides both conservation and responsible recreation, and serves as a driver for nearly $12.0 billion of annual economic activity across the Tennessee Valley each year

Public Power Mission Means Exceptional Performance with Conservative Compensation

As noted above, TVA's workforce has consistently performed at a high level in managing TVA's extensive, complex operations and delivering on its public power mission.

2020 was no exception despite the headwinds created by the COVID-19 pandemic.

As a result of its high level of performance, TVA was able to fund annual and long-term incentives above target for 2020 - at 137 percent and 129 percent , respectively, of target payout.

TVA is a utility company that competes with other utilities - including investor-owned utilities - for talent, but since TVA is a mission-based organization, TVA compensates its executives conservatively relative to its compensation peers.

• TVA offers renewable energy programs, in partnership with LPCs, which allow businesses and individuals to purchase renewable energy certificates to meet their renewable energy and sustainability goals

• Launched Green Connect (small-scale solar option) to connect residential customers interested in onsite solar installations with qualified solar installers

• Launched the Fast-Charge Network for electric vehicles, in collaboration with state agencies, LPCs, and third-party charging developers and in partnership with the State of Tennessee, with plans for fast charging stations every 50 miles along Tennessee’s interstates and major highways

• Founding member of the Electric Highway Coalition, an alliance of utility companies committed to enabling long-distance electric vehicle travel through a network of DC charging stations connecting major highway systems

• In partnership with Oak Ridge National Laboratory ("ORNL"), the University of Tennessee, and Techstars, created a regional innovation program in Knoxville, aimed at inspiring innovation and entrepreneurship

• Approved new policies and an optional wholesale EV rate intended to support the expansion of electric vehicle charging infrastructure across the region

• In 2020, launched first TVA-owned, grid scale, lithium-ion demonstration battery project;

awarded the contract for the project in 2021

National Defense

• Proudly supports national defense efforts and partners with ORNL on cutting-edge research

Public Power Mission Means Exceptional Performance with Conservative CEO Compensation

Despite the continued headwinds created by the COVID-19 pandemic, TVA's workforce performed at a high level in 2021 in managing TVA's extensive, complex operations and delivering on its public power mission.

As a result of its high level of performance, TVA achieved its performance objectives above the target goals for both its annual and long-term incentives for 2021 - at 142 percent and 132 percent, respectively.

TVA is a utility company that competes with other utilities - including investor-owned utilities - for talent, but since TVA is a mission-based organization, TVA compensates its CEO conservatively relative to its compensation peers.

In particular, TVA's CEO is currently compensated below the 50th percentile of 2021 compensation peers.

TVA's performance along with its compensation structure results in differentiated value delivered directly to the residents of the Tennessee Valley and reflects a keen focus on TVA's mission of serving those residents.

Notable 2021 Actions

The following are key actions during 2021:

Independent Study Confirms CEO Compensation Benchmarking Remains Competitive

In January 2021, FW Cook concluded its independent study of CEO compensation commissioned by the Committee.

FW Cook concluded that TVA’s historical approach to benchmarking, which blends data from IOUs, government agencies, and non-profit entities, remains relevant, and captures the intent of the TVA Act to develop an annual salary survey based on market data of relevant peers.

Named Executive Officer Appointments and Promotions

NEO Event Compensation Arising Out of Event

Thomas, III Effective June 7, 2021, TVA’s CEO approved a title change, reflective of additional scope and responsibilities, from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Financial and Strategy Officer.

• Annual salary increased from $686,582 to $765,000.

• Prorated 2021-2023 long-term performance ("LTP") grant of $1,039,000, which replaced the 2021-2023 LTP grant of $1,000,000 made on October 1, 2020.

See 2021–2023 Outstanding LTP Performance Cycle for vesting and other terms.

• Prorated 2021 long-term retention ("LTR") grant of $441,000, which replaced the 2021 LTR grant of $432,000 made on October 1, 2020.

See 2021 Long-Term Retention Award Grant for vesting terms.

Fountain Effective March 5, 2021, TVA’s CEO approved the selection and compensation as Executive Vice President and General Counsel.

• Annual salary increased from $465,750 to $540,000.

• Annual incentive opportunity increased from 55% to 70%.

• Prorated 2021-2023 LTP grant of $562,500, which replaced the 2021-2023 LTP grant of $375,000 made on October 1, 2020.

See 2021–2023 Outstanding LTP Performance Cycle for vesting and other terms.

• Prorated 2021 LTR grant of $316,500, which replaced the 2021 LTR grant of $249,000 made on October 1, 2020.

See 2021 Long-Term Retention Award Grant for vesting terms.

• Tier 1 participant in Supplemental Executive Retirement Plan.

Moul Appointment as Executive Vice President and Chief Operating Officer effective June 21, 2021

• Annual salary of $765,000.

• Annual Incentive opportunity of 70% of annual salary.

2021 annual incentive award will be prorated based on number of days Mr.

Moul participates in performance period ending September 30, 2021.

See Executive Annual Incentive Plan for vesting and other terms.

Long-term incentive opportunity of 205% of annual salary beginning with performance cycle ending on September 30, 2021.

• Long-term incentive awards for performance cycles ending September 30, 2021, 2022, and 2023 will be prorated based on number of full months Mr.

Moul participates in these performance cycles.

See Long-Term Incentive Compensation for vesting and other terms.

• Tier 1 participant in Supplemental Executive Retirement Plan.

• Reimbursement of actual and reasonable travel and moving expenses.

• Deferred cash recruitment and relocation incentive of $1,200,000 paid in three installments of $650,000, $450,000 and $100,000, all of which must be repaid to TVA if, within two years of the effective date of each payment, (1) he voluntarily terminates his employment, unless the separation is for reasons beyond his control and acceptable to TVA, or (2) he is terminated for cause.

Changes to Compensation Plan to Enhance Governance

On April 29, 2021, the Board of Directors approved revisions to the TVA Compensation Plan to enhance Plan governance and provide clarification of current practices in the following areas:

• Compensation may be targeted below the median of the relevant labor market for certain positions, for certain business reasons;

• A majority of long-term compensation is typically targeted as at-risk, performance-based compensation;

• The Board retains the right to change goals and measures for incentive performance awards during or at the conclusion of the performance period if necessary to ensure a fair and balanced outcome.

Supplemental Compensation Plan Changes to Better Align to Market

Long-Term Incentive Plan Amended

On November 12, 2020, the CEO approved an amended and restated Long-Term Incentive Plan ("LTIP") that allows TVA to make off-cycle performance-based grants and retention grants on a pro-rated basis.

This change better aligns TVA’s plan to market practices and accommodates mid-cycle promotions and new hires.

Executive Severance Plan Adopted

On February 10, 2021, TVA’s CEO established the TVA Executive Severance Plan (the “Severance Plan”), including the eligibility of TVA’s named executive officers (other than the CEO) to participate in the Severance Plan.

The Severance Plan was designed and established following a market study of executive severance arrangements of TVA’s peers.

On February 11, 2021, the Board approved the CEO’s participation in the Severance Plan as part of the overall market review of CEO compensation.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for more information about the Severance Plan.

Changes to Performance Goals to Account for External Factors and Impacts Beyond Management Control

Performance Goals - 2021 Annual Incentive Award

On April 30, 2021, pursuant to the authority delegated under the TVA Compensation Plan, the CEO approved revised performance goals for the Annualized Nuclear Unit Capability Factor measure of the TVA Enterprise Scorecard, which the CEO believed was consistent with TVA’s compensation philosophy focus on pay for performance, to account for the steam generator degradation at Watts Bar Nuclear Plant Unit 2, which was beyond the control of management.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Key Initiatives and Challenges – Generation Resources – Watts Bar Unit 2 .

The TVA Enterprise Scorecard sets forth the performance goals applicable to the Winning Performance Team Incentive Plan ("WPTIP") and the Executive Annual Incentive Plan ("EAIP").

The revised goals are set forth below.

No changes were made to the goals for the other measures.

Threshold Target Stretch

Measure Original Revised Original Revised Original Revised

Annualized Nuclear

Unit Capability Factor 91.3 89.5 92.0 90.2 93.7 91.9

See Executive Annual Incentive Plan below for more information about the 2021 Annual Incentive Award.

Performance Goals - 2019-2021 LTP Awards

On April 29, 2021, the Board exercised its discretion under the TVA Compensation Plan to approve a revised performance goal for the 2021 External Performance Indicators for the TVA Nuclear Fleet measure for the 2019-2021 LTP performance cycle.

The revision, which the CEO believed was consistent with TVA’s compensation philosophy focus on pay for performance, was made to account for the impacts of eelgrass intrusion at Browns Ferry Nuclear Plant and steam generator degradation at Watts Bar Nuclear Plant Unit 2, both of which were beyond the control of management.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Key Initiatives and Challenges – Generation Resources – Watts Bar Unit 2 and Aquatic Vegetation .

The revised External Performance Indicators for the TVA Nuclear Fleet impacted the calculation of the External Measures composite metric, and the Board accordingly approved a corresponding change to the goals for that metric.

The revised performance goals are set forth in the table below.

The other performance measures and goals were not changed.

Threshold Target Stretch

Measure Weighting Original Revised Original Revised Original Revised

External Measures (1)

30% 82.0 81.5 89.8 89.4 97.5 97.1

External Performance Indicators

for the TVA Nuclear Fleet (2)

Measures 92.5 90.7 95.0 93.2 97.0 95.2

(1) For the 2019-2021 performance cycle, the External Measures metric is a composite of five performance measures:

External Performance Indicators for the TVA Nuclear Fleet, Media Tone, Stakeholder Survey, Customer Loyalty, and Board Level Significant Events.

The original goals for the Media Tone, Stakeholder Survey, Customer Loyalty, and Board Level Significant Events measures have not been changed.

(2) The External Performance Indicators for the TVA Nuclear Fleet measure is calculated using a weighted combination of key performance metrics established by an external nuclear industry organization based on standard nuclear industry definitions for station performance.

Performance Goals - 2020-2022 LTP and 2021-2023 LTP Awards

On August 18, 2021, the Board exercised its discretion under the TVA Compensation Plan to approve revised goals for the External Performance Indicators for the TVA Nuclear Fleet measure for the 2020-2022 and 2021-2023 LTP performance cycles to reflect new industry performance indicator goals established by an external organization, as well as impacts from the Watts Bar Unit 2 steam generator mid-cycle outage (2020-2022 LTP performance cycle), both of which were beyond the control of management.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Key Initiatives and Challenges – Generation Resources – Watts Bar Unit 2 .

The revised performance goals are set forth in the table below.

The other performance measures and goals were not changed.

Threshold Target Stretch

Measure Original Revised Original Revised Original Revised

2020-2022 LTP award - External Performance

Indicators for the TVA Nuclear Fleet (1)

94.3 87.4 96.2 91.0 97.7 93.6

2021-2023 LTP award - External Performance

Indicators for the TVA Nuclear Fleet (1)

95.3 92.1 96.8 94.9 98.3 97.7

(1) The External Performance Indicators for the TVA Nuclear Fleet measure is calculated using a weighted combination of key performance metrics established by an external nuclear industry organization based on standard nuclear industry definitions for station performance.

The external index used for the External Performance Indicators for the TVA Nuclear Fleet measure for the 2020-2022 and 2021-2023 performance cycles was the 2020 Index.

In 2021, the external organization established new performance indicators resulting in a new index.

See Long-Term Incentive Plan Compensation below for more information about the 2020-2022 LTP awards and 2021-2023 LTP awards.

There were no compliance issues under Section 409A of the Internal Revenue Code associated with the changes in the performance goals for the 2021 EAIP performance cycle or the 2019-2021, 2020-2022, or 2021-2023 LTP performance cycles since no amounts were deferred in connection with any awards under these performance cycles.

Updates to 2021-2023 LTP Award Metrics

The metrics and weightings under the 2021-2023 LTP Award were updated to support TVA's long-term financial strength, strengthen its customer loyalty and stakeholder relationships, and streamline the metrics as follows:

Metric 2020-2022 LTP Award – Weight 2021-2023 LTP Award – Weight

Non-Fuel Delivered Cost of Power 40% 45%

Load Not Served 30% 30%

External Performance Indicators for

TVA Nuclear Fleet 15% 15%

Customer Survey (1)

Stakeholder Survey (1)

Media Tone (1)

5% Eliminated

(1) For the 2020-2022 LTP, Customer Survey, Stakeholder Survey, and Media Tone were combined under an External Measures composite metric.

The External Measures composite metric, as well as the Media Tone submetric, have been eliminated for the 2021-2023 LTP award.

See 2021–2023 Outstanding LTP Performance Cycle for the goals for each measure and for more information about the 2021-2023 LTP Award.

TVA's Executive Compensation Philosophy

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• Provide market-based, competitive compensation levels so TVA can attract, retain, and motivate highly competent employees.

Target total direct compensation generally is determined by reference to the 50th percentile of the relevant labor market.

Target total direct compensation generally is determined by reference to the median (50th percentile) of the relevant labor market.

Executives may be positioned above or below the median based on labor market scarcity and other factors such as tenure in the role.

• Set performance goals that are aligned with TVA's strategic priorities .

• Incentivize and reward short-term and long-term performance by providing a mix of salary and performance-based short-term and long-term incentives.

• Incentivize and reward short-term and long-term performance by providing a mix of salary and performance-based short-term and long-term incentives, typically targeting a majority portion of long-term compensation in the form of at-risk, performance-based compensation.

• Align performance and productivity improvement at all levels by setting consistent performance goals and objectives for all levels of the organization.

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TVA's Executive Compensation Program Aligns Pay with Performance

Nearly two-thirds of the CEO's target direct compensation is performance-based and/or at risk, based on achievement of performance goals that further advance TVA's mission and strategic objectives.

More than half of the other NEOs' target direct compensation opportunity is performance-based and at risk.

This alignment of compensation with performance also results in compensation being aligned with value delivered to TVA's stakeholders, including LPCs, businesses, communities, and the economy of the Tennessee Valley.

CEO (LYASH) TARGET DIRECT

COMPENSATION MIX OTHER NEO TARGET DIRECT

Nearly two-thirds of the CEO's target total direct compensation (“TDC”) is performance-based and at risk, based on achievement of performance goals that further advance TVA's mission and strategic objectives.

More than half of the other NEO's target TDC opportunity is performance-based and at risk.

This alignment of compensation with performance also results in compensation being aligned with value delivered to TVA's stakeholders, including LPCs, businesses, and communities, and to the economy of the Tennessee Valley.

CEO TARGET TDC

COMPENSATION MIX OTHER NEO TARGET TDC

COMPENSATION MIX

2020 CEO Target Total Direct Compensation Is Well Below Peer Median

2021 CEO Target Total Direct Compensation Is Below the Peer Median

The TVA Act requires competitive, market-based executive compensation.

Many of TVA's peers, with similarly complex and large-scale operations, are large, investor-owned utilities.

The TVA Board considers TVA's federal agency status in setting compensation components and pay levels, in both a direct and indirect manner.

This is done directly by incorporating government agencies into the executive compensation survey sample used to develop benchmarks, as required by the TVA Act.

Total Direct Compensation at Target is

of 2020 market composite data

Although the TVA Board moved Mr.

Lyash's pay closer to the median in 2020, its compensation decisions resulted in positioning his pay below the 25th percentile of the 2020 market composite.

Many of TVA's peers, with similarly complex and large-scale operations, are investor-owned utilities.

The TVA Board considers TVA's federal agency status in setting compensation components and pay levels, both directly – by incorporating government agencies into the executive compensation survey sample used to develop benchmarks, as required by the TVA Act – and indirectly by targeting TDC below the 50 th percentile median of the market composite data.

The TVA Board increased Mr.

Lyash's pay for 2021 to reflect his leadership and experience.

While the change moved Mr.

Lyash's pay closer to the median in 2021, his target TDC is below the 25th percentile of the 2021 market composite.

The use of benchmarking data is described in detail under Compensation Setting Process Demonstrates Strong Governance – TVA Competes With Peers For Talent below.

The graphic below illustrates the variance between 2020 target total direct compensation for the CEO and the average 2020 target total direct compensation for the other NEOs, and the 2020 market composite 50th (median) and 25th percentiles.

The graphics below illustrate 2021 target TDC for the CEO and the average 2021 target TDC for the other NEOs as compared to the 2021 market composite 25th and 50th (median) percentiles.

Target market assessment effective October 2020 and included market composite of Willis Towers Watson (“WTW”) database and proxy peer group.

CEO Compensation at a Glance

ACTUAL 2020 TOTAL DIRECT COMPENSATION EARNED

ANNUAL PERFORMANCE INCENTIVE

under Executive Annual Incentive Plan

137 percent of target enterprise performance achieved

1.10x Individual Multiplier applied

LONG-TERM RETENTION INCENTIVE (1)

2020 tranche of 2020 Long-Term Retention Award

ACTUAL 2021 TOTAL DIRECT COMPENSATION ("TDC") EARNED

ANNUAL PERFORMANCE AWARD

At risk, performance based

Under the Executive Annual Incentive Plan ("EAIP"), 142 percent of target enterprise performance achieved, 125 percent Individual Multiplier applied

LONG-TERM PERFORMANCE ("LTP") AWARD (1)

At risk, performance based

Under the Long-Term Incentive Plan ("LTIP"), 132 percent of LTP achieved for the three-year performance cycle ended September 30, 2021

LONG-TERM RETENTION

("LTR") AWARD (2)

Under LTIP, award amount consists of two 2021 tranches - 2020 LTR award and 2021 LTR award

Lyash was granted an LTP award with a target amount $2,024,000 effective October 1, 2019, for the 2019-2021 performance cycle that was part of his employment offer.

Lyash joined TVA in 2019, this is the first LTP award he earned under the LTIP.

Lyash's long-term incentives earned in 2021 reflect a partial long-term incentive award.

Lyash joined TVA in 2019, he did not vest in any long-term performance award in 2020, and while executives typically have three overlapping retention awards (granted annually with ratable vesting over three years subject to continued employment), Mr.

Lyash only had one such award outstanding in 2020.

Total Direct Compensation earned reflects the decisions made by the Committee at the end of 2020 to reward NEOs for past performance.

Lyash's leadership in his first full year as CEO, TVA has made meaningful progress on improving its Public Power mission.

While executives typically have three overlapping retention awards (typically granted annually with ratable vesting over-three years subject to continued employment), since Mr.

Lyash joined TVA in 2019, he had only two such awards outstanding in 2021.

TDC earned reflects the decisions made by the Committee at the end of 2021 to reward the CEO for his past performance.

Lyash's leadership as CEO, TVA has made meaningful progress on improving its Public Power mission.

The company's outperformance under key operational metrics strengthened TVA's ability to deliver low-cost and reliable energy to the Tennessee Valley.

2020 objectives were established in 2019 and despite challenges presented by the COVID-19 pandemic, TVA achieved or exceeded nearly all targeted objectives, delivering high operational, safety, and financial strength performance for 2020.

As a result of TVA's 2020 achievements, eligible TVA employees were rewarded with payouts under TVA's annual incentive plans.

2021 TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY GRANTED BELOW MARKET MEDIAN

Target TDC opportunity is forward-looking – it represents potential compensation set by the Committee, effective at the beginning of 2021, to incentivize superior performance.

Some of the $6,913,000 opportunity was earned in 2021 (salary, annual performance award and 1/3 of the LTR award) while most will not be earned until future satisfaction of performance or employment conditions:

Lyash will earn the LTP award component only upon achievement of certain performance targets at the end of the three-year performance period (September 30, 2023), and he will receive the second and third tranches of the LTR award opportunity only upon his continued employment on each of September 30, 2022 and September 30, 2023.

See "2021 Performance Goals and Performance Achievement" below for more information on annual and long-term incentive plans.

There is no minimum payment guaranteed under the annual and long-term performance awards.

The amount that he will receive upon the vesting of those awards will be determined at the end of the performance periods and depends on the level of performance against preset performance goals.

OTHER COMPENSATION

Lyash was paid $292,000 in 2021 as the third and final tranche of a deferred cash recruitment and relocation incentive award under his employment offer letter.

This deferred cash incentive award was intended to compensate him for amounts he forfeited from his previous employer in order to join TVA, as well as to provide some measure of substitute compensation in light of his not being eligible to receive any LTP incentive payments until September 2021.

KEY COMPANY PERFORMANCE METRICS

Metric(1) Target

The 2021 annual key performance metrics objectives were established in 2020 and, despite challenges presented by the COVID-19 pandemic, TVA exceeded all targeted objectives, delivering high operational, safety, and financial strength performance for 2021.

The LTP performance metrics below were for the 2019-2021 performance cycle.

Organizational performance under the 2019-2021 LTP program was stronger than expected in key operational measures.

Annual Metric (1)

Performance Actual

Performance Performance Against Target

TVA Total Spend ($M) (2)

$4,847 $4,441 Exceeded stretch goal

Performance Weight Performance Against Target

TVA Total Spend ($M) $5,333 $5,144 40 % Exceeded stretch goal

Load Not Served (System Minutes) 3.9 3.2 30 % Exceeded stretch goal

Annualized Nuclear Unit Capability Factor 90.9 % 90.0 % Exceeded threshold goal despite challenges

Annualized Nuclear Unit Capability Factor 90.2 % 90.5 % 15 % Exceeded target goal

Combined Cycle Equivalent Availability Factor 80.9 % 85.3 % 10 % Exceeded target goal

Coal Equivalent Availability Factor 64.0 % 71.6 % 5 % Exceeded target goal

ahead of 5-year plan for coal fleet

(1) See "2020 Performance Goals and Performance Achievement" below for further information on each performance metric.

(2) Total Non-Fuel Operating and Maintenance, Capital, Non-Fuel Inventory, and Cloud Implementation expenses for corporate and operational Strategic Business Unit organizations (excludes Board of Directors).

2020 TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY GRANTED BELOW MARKET

Target Total Direct Compensation opportunity is forward-looking – it represents potential compensation set by the Committee at the beginning of 2020 to incentivize superior performance.

Some of the $6 million opportunity was earned in 2020 (salary, annual performance award and 1/3 of the long-term retention award) while most will not be earned until future satisfaction of performance or employment conditions:

Lyash will earn the long-term performance award component only upon achievement of certain performance targets at the end of the three-year performance period (September 30, 2022), and he will receive the second and third tranches of the long-term retention award opportunity only upon his continued employment on each of September 30, 2021 and September 30, 2022.

See "2020 Performance Goals and Performance Achievement" below for more information on long-term incentives.

There is no minimum payment guaranteed under the annual and long-term performance awards.

The amount that he will receive upon the vesting of those awards will be determined at the end of the performance periods and depends on the level of performance against preset performance goals.

OTHER COMPENSATION

Lyash was paid $1,092,000 in 2020 as the second tranche of a deferred cash recruitment and relocation incentive award under his employment offer letter.

LTP Metric (1)

Performance Actual

Performance Weight Performance Against Target

Non-Fuel Delivered Cost of Power

3.44 3.22 40% Exceeded stretch goal

Load Not Served (System Minutes) 4.0 3.2 30% Exceeded stretch goal

External Measures

89.4 87.9 30% Above threshold goal

(1) See 2021 Performance Goals and Performance Achievement below for further information on each performance metric and 2021 results.

Compensation Setting Process Demonstrates Strong Governance

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• The CEO will determine the salary and benefits of employees whose annual salary is not greater than Level IV of the Executive Schedule ($172,500 in 2021).

Under the authority of the TVA Act, the TVA Board, its People and Performance Committee (the "Committee"), and individual TVA Board members are involved in compensation matters.

The TVA Board has taken the following actions to delegate authority with respect to executive compensation:

Under the authority of the TVA Act, the TVA Board, its People and Governance Committee (the "Committee"), and individual TVA Board members are involved in compensation matters.

The TVA Board has taken the following actions to delegate authority with respect to compensation:

• The TVA Board has delegated to the TVA Board Chair, in consultation with the Committee and with input from individual members of the TVA Board, the authority to evaluate and rate the CEO's performance during the year, and the authority to approve any payout to the CEO under the EAIP, based on, among other things, the CEO's evaluated performance during the year.

• The TVA Board has authorized the CEO to set or adjust compensation for present or future direct reports within a compensation range of 80 percent to 110 percent of the target total direct compensation, as well as to approve the parameters under which such executives may participate in certain supplemental benefit plans such as TVA's Supplemental Executive Retirement Plan ("SERP"), provided that the CEO may not finally set or adjust such compensation until the TVA Board members have been notified of the proposed compensation and given the opportunity to ask the Committee, or the full TVA Board, to review the proposed compensation before it becomes effective.

• The TVA Board has authorized the CEO to set or adjust compensation for present or future direct reports within a compensation range of 80 percent to 110 percent of the target TDC, as well as to approve the parameters under which such executives may participate in certain supplemental benefit plans such as TVA's Supplemental Executive Retirement Plan ("SERP"), provided that the CEO may not finally set or adjust such compensation until the TVA Board members have been notified of the proposed compensation and given the opportunity to ask the Committee, or the full TVA Board, to review the proposed compensation before it becomes effective.

• The TVA Board has delegated to the CEO, in consultation with the Committee and with input from individual members of the TVA Board, the authority to approve the individual performance goals for the CEO's direct reports and the authority to evaluate and rate the performance of the CEO's direct reports during the year against such performance goals.

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The Committee assessed certain independence factors and determined the firm's work raised no potential conflict of interest.

The following chart sets forth the roles of the TVA Board, Board Chair, Committee, and CEO in setting compensation for the NEOs.

What When How

Compensation Governance Typically April – Committee reviews and evaluates independent compensation consultant.

– Committee reviews TVA Compensation Plan, peer group, and benchmarking process and recommends any changes to the TVA Board.

Typically August – TVA Board reviews and approves any changes.

(WPTIP/EAIP) Typically October – CEO evaluates and assesses performance results compared to target goals.

Compensation Setting – Annual Roles and Responsibilities

The following chart sets forth the roles of the TVA Board, Board Chair, Committee, and CEO, and typical timeframe, in setting compensation for the NEOs.

Compensation Governance January – Committee reviews and evaluates independent compensation consultant.

April - May – Committee reviews TVA Compensation Plan, peer group, and benchmarking process and recommends any changes to the TVA Board.

– TVA Board reviews and approves any changes.

Incentive Plans Goals and Measures April – Committee reviews proposed performance targets for next fiscal year.

July - August – Committee finalizes recommendation on goals for next fiscal year.

– CEO and TVA Board approve incentive plan pay goals for upcoming cycles.

Corporate Multiplier (WPTIP/EAIP) October - November – CEO evaluates and assesses performance results compared to target goals.

– CEO recommends corporate multiplier (reviewed by the Committee) for TVA Board approval.

Typically October -

November – Committee reviews and recommends to the TVA Board.

Typically November – TVA Board reviews and approves.

Incentive Plan

("LTIP") Typically October – CEO evaluates performance and recommends LTIP payout percentage (reviewed by Committee) for TVA Board approval.

Typically October -

November – Committee reviews and recommends LTIP payout percentage.

Typically November – TVA Board reviews and approves the LTIP payout percentage.

– Committee reviews and recommends to the TVA Board.

– TVA Board reviews and approves.

Incentive Plan -Long-Term Performance ("LTP") October - November – CEO evaluates performance and recommends LTP payout percentage (reviewed by Committee) for TVA Board approval.

– Committee reviews and recommends LTP payout percentage.

– TVA Board reviews and approves the LTP payout percentage.

– The TVA Board has the discretionary authority to review the results of performance measures and goals and to approve any adjustments to payouts in appropriate circumstances.

Executive Schedule ("ES") Level IV Typically October -

November – The list of employees (excluding CEO and Inspector General ("IG")) whose salaries would be above ES Level IV is made available to the Committee and other TVA Board members.

Executive Schedule ("ES") Level IV October - November – The list of employees (excluding CEO and Inspector General ("IG")) whose salaries would be above ES Level IV ($172,500 for 2021) is made available to the Committee and other TVA Board members.

– Proposed delegation for the CEO to approve the list is reviewed prior to presentation for TVA Board approval.

Typically November – TVA Board approves, on recommendation of CEO, the salaries of employees (excluding CEO and IG) whose annual salary would be above ES Level IV ($170,800 for 2020).

– TVA Board approves, on recommendation of CEO, the salaries of employees (excluding CEO and IG) whose annual salary would be above ES Level IV.

– Approval of employee list has been delegated annually to CEO (2008 – 2021).

Adjustment Typically October – Committee reviews the compensation consultant's benchmarking and market analysis report.

– Committee decides whether to recommend compensation adjustments for the CEO (recommends to the full TVA Board, if applicable).

Typically November – TVA Board reviews and approves at the November Board meeting, if applicable.

Goals Mid-July to

September 30 – Board Chair reviews and discusses with CEO performance goals for the next fiscal year.

– Board Chair consults with appropriate TVA Board committee.

– Board Chair solicits input from individual TVA Board members.

Evaluation September – October – Individual TVA Board members complete CEO performance assessment and return to Compensation.

Evaluation September - November – Individual TVA Board members complete CEO performance assessment and return to Compensation.

– Compensation summarizes comments and information and presents to the Board Chair.

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– Board Chair and Committee Chair jointly inform CEO of his/her performance evaluation.

CEO Executive Annual Incentive Plan ("EAIP") Award Typically October – Board Chair obtains input from TVA Board members, consults with Committee, and approves any payout, or adjustments to payout, to the CEO under the EAIP.

Adjustment October - November – Committee reviews the compensation consultant's benchmarking and market analysis report.

– Committee decides whether to recommend compensation adjustments for the CEO (recommends to the full TVA Board, if applicable).

– TVA Board reviews and approves at the November Board meeting, if applicable.

CEO Executive Annual Incentive Plan ("EAIP") Award October - November – Board Chair obtains input from TVA Board members, consults with Committee, and approves any payout, or adjustments to payout, to the CEO under the EAIP.

– Informs EVP, Chief People and Communications Officer, via memo.

Compensation Discussion and Analysis ("CD&A") August – November – Committee reviews and recommends inclusion in TVA's Annual Report on Form 10-K.

CEO Direct Reports Typically October – Committee receives and discusses CEO direct reports' performance report and compensation.

CEO Direct Report ("DR") Compensation October/November – CEO determines compensation adjustments for CEO direct reports.

The TVA Board has delegated this responsibility to the CEO for the CEO direct reports within an approved range (80-110 percent of market total direct compensation).

Goals October - November – Board Chair reviews and discusses with CEO performance goals for the next fiscal year.

– Board Chair consults with appropriate TVA Board committee.

– Board Chair solicits input from individual TVA Board members.

– Board Chair informs CEO of approved goals.

CEO Direct Report

Compensation October - November – CEO determines compensation adjustments for CEO direct reports.

The TVA Board has delegated this responsibility to the CEO for the CEO direct reports within an approved range (80-110 percent of market TDC).

– CEO reviews CEO direct reports' performance with Committee and informs TVA Board members of compensation adjustments under consideration prior to approving the compensation adjustments.

– CEO notifies EVP, Chief People and Communications Officer, of approved compensation adjustments via memo.

Compensation Discussion

and Analysis ("CD&A") October - November – Committee reviews and recommends inclusion in TVA's Annual Report on Form 10-K.

TVA Competes with Peers for Talent

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Use of Market Data and Benchmarking

TVA generally determines target total direct compensation for executives based on the relevant labor market.

TVA generally determines target TDC for executives based on the relevant labor market.

After compiling market compensation for the positions at the beginning of 2021, the Committee, with assistance from FW Cook, used the information to:

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The relevant labor market for most of TVA's executives, including the NEOs, consists of both private and publicly-owned companies in the energy services industry that have similar revenue and scope as TVA.

Each year, the TVA Board's compensation consultant recommends a peer group for approval by the Committee.

Each year, the Committee's compensation consultant recommends a peer group for approval by the Committee.

For 2021 compensation opportunities, TVA's market data was determined based on a review of executive compensation survey data and proxy peer group data.

For the survey-based analysis, TVA referenced a sample from the 2019 Willis Towers Watson Energy Services Executive Compensation Database consisting of (i) 27 investor-owned utilities with revenues greater than or equal to $3.0 billion plus (ii) four additional government entities.

For the survey-based analysis, TVA referenced a sample from the 2020 Willis Towers Watson Energy Services Executive Compensation Database consisting of (i) 36 IOUs with revenues greater than or equal to $3.0 billion plus (ii) 10 additional government entities with revenue greater or equal to $1.0 billion.

Data from this sample were further regressed to TVA's size based on revenue.

For NEO roles, the survey analysis was supplemented with public compensation data from a separate proxy peer group of investor-owned utilities.

For NEO roles, the survey analysis was supplemented with public compensation data from a separate proxy peer group of IOUs.

The Committee reviews the proxy peers annually to ensure continued appropriateness, including comparable business content and model, company size measured primarily by revenue and assets, and other refining factors such as generating capacity, number of employees, and number of customers.

When making compensation decisions for 2020, the Committee reviewed peer group data, which is shown below.

When making compensation decisions for 2021, the Committee reviewed peer group size data, which is shown below.

At that time, TVA was centrally-positioned within the current peer group;

the primary financial metrics, revenue and assets, are positioned near the median, while secondary metrics are balanced, with generating capacity above the 75th percentile, customers near the 75th percentile, and employee count near the 25th percentile.

TVA REVENUE VS PEERS (1)

TVA ASSETS VS PEERS (2)

GEN CAPACITY VS PEERS (3)

TVA EMPLOYEE COUNT VS PEERS (4)

the primary financial metrics, revenue and assets, are positioned near the median, while secondary metrics are balanced, with generating capacity above the 85th percentile, customers above the 75th percentile, and employee count at the 30th percentile.

TVA REVENUE VS

TVA ASSETS VS

GEN CAPACITY VS

COUNT VS PEERS (4)

TVA CUSTOMER COUNT VS PEERS (5)

(1) Based on data from the consecutive four quarters ending June 30, 2019 (data source S&P's Capital IQ)

(2) Based on data from the consecutive four quarters ending June 30, 2019 (data source S&P's Capital IQ)

(3) Based on preceding fiscal year end as of October 2019 (data source S&P's Capital IQ)

(4) Estimated as of October 2019 (data source SNL Energy)

(5) As of October 2019 (data source SNL Energy)

(1) Based on data from the consecutive four qua rters ended June 30, 2020 (data source S&P's Capital IQ)

(2) Based on data from the consecutive four quarters ended June 30, 2020 (data source S&P's Capital IQ)

(3) Based on fiscal year end as of October 2020 (data source S&P's Capital IQ)

(4) Based on data reported by SNL Energy in March 2020

(5) Based on data reported by SNL Energy in March 2020

For executives with both proxy and survey benchmarks, competitive comparisons were made relative to a "market composite" or an average of the survey and proxy data.

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of Investor Owned

Alliant Energy n

Alliant Energy

American Electric Power Co., Inc.

Berkshire Hathaway Energy

CenterPoint Energy, Inc.

CMS Energy Corp.

Consolidated Edison n n

Dominion Energy n n

Consolidated Edison

Dominion Energy

Dominion Energy Southeast

DTE Energy Co.

Duke Energy Corp.

Edison International n n

Energy Northwest n

Edison International

Entergy Corp.

Eversource Energy n n

Eversource Energy

FirstEnergy Corp.

LG&E and KU Energy

Lower Colorado River Authority

National Grid USA

Nebraska Public Power

NextEra Energy, Inc.

Omaha Public Power n

New York Power Authority

Oak Ridge National Lab

Oglethorpe Power

Oncor Electric

Omaha Public Power

Pacific Gas and Electric Co.

Pinnacle West Capital n

Pinnacle West Capital

Public Service Enterprise Group Inc.

Salt River Project n

Sempra Energy n n

Southern Company n n

Vistra Energy n n

Xcel Energy n n

Puget Sound Energy

Salt River Project

Santee Cooper

Sempra Energy

Southern Company

Vistra Energy

Assessment of Risk

TVA's Enterprise Risk Management Organization, in coordination with other members of TVA's management, including Human Resources and Total Rewards, conducts an annual assessment of enterprise level risks which includes considering risks arising from TVA's compensation policies and practices, in order to identify any risks that are reasonably likely to have a material adverse effect on the organization and its achievement of its strategic goals and objectives.

Based on the results of this assessment, no risks were identified with the compensation policies and practices that are reasonably likely to have a material adverse effect on TVA's achievement of its strategic goals and objectives.

TVA's Enterprise Risk Management Organization, in coordination with other members of TVA's management, including Total Rewards and Strategic Performance, conducts an annual assessment of enterprise level risks including risks arising from TVA's compensation policies and practices.

Based on the results of this assessment, no risks were identified with the compensation policies and practices that are reasonably likely to have a material adverse effect on the organization and its achievement of its strategic goals and objectives.

2021 Executive Compensation Program Components

Total Direct Compensation

In setting executive compensation each year, the Committee focuses on Total Direct Compensation ("TDC"), which includes those compensation elements that incentivize future performance or reward past performance.

TDC is comprised of annual salary, annual incentive award under the Executive Annual Incentive Plan ("EAIP"), Long-Term Performance ("LTP") award, and Long-Term Retention ("LTR") award.

In setting executive compensation each year, the Committee focuses on TDC, which includes those compensation elements that incentivize future performance or reward past performance.

TDC is comprised of annual salary, annual incentive award under the EAIP, LTP award under the LTIP, and LTR award under the LTIP.

Each year, two key compensation decisions are made with respect to NEO compensation:

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Compensation Component

And % of Target Total

Direct Compensation Objective Key Features

And % of Target TDC Objective Key Features

Annual Salary

Provides fixed base level of compensation to executives to encourage hiring and retention of qualified individuals

• Annual salary is determined by reference to median (50th percentile) for similar positions at other companies in TVA's peer group or above the median (50th to 75th percentile) for positions affected by market scarcity, recruitment and retention issues, and other business reasons.

• Annual salary is typically determined by reference to median (50th percentile) for similar positions at other companies in TVA's peer group;

above the median (50th to 75th percentile) for positions affected by market scarcity, recruitment and retention issues, and other business reasons;

or below median due to incumbent experience, position scope, or other business reasons.

• Typically reviewed annually to consider changes in benchmark salaries and/or exceptional individual merit performances.

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• Participation is limited to key positions that have the ability to significantly impact the long-term financial and/or operational objectives critical to TVA's overall success.

• LTP awards are granted annually with a three-year vesting cycle.

• LTP awards are granted with a three-year vesting cycle.

Awards are variable at-risk opportunities based on achievement against performance goals established at the beginning of the three-year performance period.

• The Committee's policy is for approximately 70 to 80 percent of each executive's total long-term incentive opportunity to be in the form of performance-based awards

• LTR awards may be granted annually and will vest and pay out in three equal increments annually over three years, subject to the participant being employed through such dates, but are payable upon death or disability if earlier on a pro-rated basis.

• The Committee's policy is for a majority of each executive's total long-term incentive opportunity to be in the form of performance-based awards, with the remaining percent to be retention oriented.

• LTR awards will vest and pay out in three equal increments annually over three years, subject to the participant being employed through such dates, but are payable upon death or disability if earlier on a pro-rated basis.

• Since TVA issues no equity, TVA offers retention awards to be competitive with the industry marketplace for talent, providing a retention incentive similar to restricted stock or restricted stock units.

These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of total direct compensation.

• The Committee's policy is for approximately 20 to 30 percent of each executive's total long-term incentive opportunity be retention-oriented.

These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC.

Long-Term Performance Award (LTP)

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Setting Competitive Compensation Amounts and Opportunities Relevant to Labor Market

Annual salary is determined by reference to median (50th percentile) for similar positions at other companies in TVA's peer group.

Reference above the median (50th to 75th percentile) may be used for positions affected by market scarcity, recruitment and retention issues, and other business reasons.

Annual salary is considered a "fixed" compensation component.

Salary levels are typically reviewed annually to consider changes in benchmark salaries and/or exceptional individual merit performances.

The 2021 salaries for the NEOs are described under each executive's compensation scorecard under 2021 Pay Decisions - 2021 NEO Pay Decisions and Compensation Scorecards below and reported in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table .

Incentive Opportunities

The incentive opportunities for the NEOs are set at levels that (i) are competitive with the relevant labor market, with target total direct compensation generally determined by reference to the 50th percentile of the relevant labor market, and (ii) result in approximately 70 to 80 percent of each executive's total long-term incentive opportunity in the form of performance-based awards and approximately 20 to 30 percent of each executive's total long-term incentive opportunity in the form of retention awards.

Long-term incentive awards are intended to provide a similar pay component as equity-based compensation at peer investor-owned utilities.

The incentive opportunities for the NEOs are set at levels that (i) are competitive with the relevant labor market, with target total direct compensation generally determined by reference to the 50th percentile of the relevant labor market, and (ii) result in a majority of each executive's total long-term incentive opportunity in the form of performance-based awards and the remaining percent of each executive's total long-term incentive opportunity in the form of retention awards.

Long-term incentive awards are intended to provide a similar pay component as equity-based compensation at peer IOUs.

Since TVA does not issue equity, the compensation program cannot provide a component similar to equity awards that capture long-term value, reflect the continuing efforts of executives, and have the potential for significant appreciation.

As a result, TVA's long-term incentives are not necessarily intended to match market pay levels.

Target annual incentive opportunities increase with position and responsibility to hold management accountable for delivery of results and are based in part on the opportunities other companies in TVA's peer group provide to those in similar positions.

Target incentive opportunities increase with position scope and responsibility to hold management accountable for delivery of results and are based in part on the opportunities other companies in TVA's peer group provide to those in similar positions.

Incentive opportunities are typically reviewed annually to consider changes in benchmark annual and long-term incentives.

The Committee reviews peer benchmark information by position for each component of pay as well as for overall total direct compensation.

The Committee reviews peer benchmark information by position for each component of pay as well as for overall TDC.

Non-Direct Compensation Elements

Other Compensation

In order to recruit high-quality talent, TVA may offer recruitment awards as well as relocation assistance and reimbursement.

These types of deferred cash incentive awards are intended to compensate the individuals for amounts they may have forfeited from their previous employer in order to join TVA and/or provide substitute compensation when the individual is not eligible to receive certain incentive payments until a future date.

Lyash received the third of three annual installments of a deferred cash recruitment and relocation incentive that was part of his employment offer.

The third installment of $292,000 was paid to Mr.

Lyash in September 2021.

Fountain received the second of two annual installments of a deferred cash relocation incentive that was part of his employment offer.

The second installment of $100,000 was paid to Mr.

Fountain in June 2021.

Fountain also received the second of three annual installments of a deferred cash recruitment incentive that was part of his employment offer.

The second installment of $350,000 was paid to Mr.

Fountain in June 2021.

Moul received the first of three annual installments of a deferred cash recruitment and relocation incentive that was part of his employment offer.

The first installment of $650,000 was paid to Mr.

Moul in June 2021.

Retirement Benefits

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The NEOs are eligible to participate in TVA's health benefit plans and other non-retirement benefit plans on the same terms and at the same contribution rates as other TVA employees.

In order to recruit high-quality talent, TVA may offer recruitment and sign-on bonuses as well as relocation assistance and reimbursement.

Lyash received the second of three annual installments of a recruitment and relocation incentive that was part of his employment offer.

This incentive, which was intended in part to compensate Mr.

Lyash for forfeited

compensation from his prior employer, vests and is payable as long as Mr.

Lyash remains employed by TVA on the applicable vesting dates.

The second and largest installment was paid to Mr.

Lyash on September 30, 2020, in the amount of $1,092,000.

Rausch earned $350,000 in 2020 pursuant to the Performance Incentive Arrangement award opportunity that was granted to him in connection with his employment agreement in 2018.

The award opportunity was granted in order to compensate Mr.

Rausch for incentive awards forfeited upon joining TVA but were payable subject to the CEO's evaluation of Mr.

Rausch's performance.

Rausch also earned the second and final $100,000 payment of a recruitment and relocation incentive that was a part of his employment offer.

More details regarding these payments are set forth in Mr.

Rausch's compensation scorecard under "2020 Pay Decisions – 2020 NEO Pay Decisions and Compensation Scorecards" below.

2021 Performance Goals and Performance Achievement

Strategic Priorities Incentive Compensation Metrics

A significant portion of each NEO's compensation is based on company performance and influenced by individual performance achievements.

As a result, a majority of NEO compensation is at-risk, providing incentive for the executive to achieve superior performance for TVA and for the businesses, communities, and residents it serves, both in the short term and in the years to come.

Incentive compensation is provided to NEOs under the Executive Annual Incentive Plan ("EAIP") and the Long-Term Incentive Plan ("LTIP").

Incentive compensation is provided to NEOs under the EAIP and LTIP.

Each incentive award is described below.

Amplifying the energy, passion and creativity within each TVA employee

Safety- Serious Injury Incident Rate

Building on TVA's best-in-class reputation for reliable service and competitively priced power

External Performance Indicators for the TVA Nuclear Fleet

Nuclear Unit Capability Factor

Combined Cycle Equivalent Availability Factor

Coal Equivalent Availability Factor

Load Not Served

Investing in the future, while keeping energy costs as low as possible

Total Financing Obligations

Cash Flow from Operating Activities

Non-Fuel Delivered Cost of Power

Promoting progress through the shared success of TVA's customers and stakeholders

Jobs Created and Retained

Stakeholder Survey

Customer Survey

Media Tone (awards granted before 2021)

Igniting Innovation

Pursuing innovative solutions for TVA and its customers and communities

Executive Annual Incentive Plan

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While the metrics used for annual incentives are the same for all employees, they are provided under two plans:

the Winning Performance Team Incentive Plan ("WPTIP") provides for annual incentive awards for eligible non-executives, and the EAIP provides for annual incentive awards for eligible executives, including the NEOs.

the WPTIP provides for annual incentive awards for eligible non-executives, and the EAIP provides for annual incentive awards for eligible executives, including the NEOs.

The EAIP is designed to encourage and reward executives for successfully achieving annual financial and operational goals.

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Each component of this calculation is discussed below (except for annual salary, which is discussed above).

The award for certain participants in the WPTIP and the EAIP may be adjusted by the participant's supervisor based on an evaluation of the participant's individual achievements and performance during the year.

In addition, pursuant to discretion granted under the TVA Compensation Plan, awards may be further adjusted by the TVA Board or the CEO (1) as a result of any unusual or nonrecurring event affecting TVA or the financial statements of TVA or (2) as a result of changes in business conditions or the business strategy of TVA.

Annual Target Incentive Opportunity

The TVA Board and Mr.

Lyash evaluated the appropriateness of the EAIP award opportunities for the CEO and other NEOs, respectively, and made no changes for 2020.

The TVA Board evaluated the appropriateness of the EAIP award opportunities for the CEO and made no changes for 2021.

Similarly, the CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs (except for Mr.

Fountain and Mr.

Moul, who were not NEOs at the end of 2020), and made no changes for 2021.

Accordingly, target EAIP award opportunities of the NEOs for 2021 were as follows:

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Opportunity (1)

(1) Represents a percent of each NEO's salary.

Fountain 70 %

(1) Represents a percent of each NEO's annual salary.

2021 Incentive Plan Performance Metrics

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The 2021 WPTIP/EAIP metrics are described in detail below.

TVA Total Spending

TVA Total Spend

What this measures:

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Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in System Minutes.

An automatic customer interruption with a duration of one minute or greater is tracked as an LNS event.

An automatic customer interruption with a duration of one minute or greater is tracked as a LNS event.

LNS events caused by TVA on a distributor system will also count as a TVA event even if the TVA system remains energized.

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Why Is This Metric Used?

An automatic customer interruption with a duration of one minute or greater is tracked as a LNS event.

We manage this critical indicator to reduce the impact of customer outages.

Nuclear Unit Capability Factor

TVA manages this critical indicator to reduce the impact of customer outages.

Annualized Nuclear Unit Capability Factor

What this measures:

Nuclear plant availability

Nuclear Unit Capability Factor is the ratio of available energy generation, which excludes events outside of management control, over a given period of time to the reference energy generation over the same time period.

Annualized Nuclear Unit Capability Factor is the ratio of available energy generation, which excludes events outside of management control, over a given period of time to the reference energy generation over the same time period.

Why Is This Metric Used?

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Performance resulted in a 142 percent payout (on a scale from 0 percent – 150 percent payout).

TVA'S 2020 EAIP PERFORMANCE

TVA'S 2021 ENTERPRISE SCORECARD PERFORMANCE

(1) On April 30, 2021, the CEO approved a revision to the performance goals for the Annualized Nuclear Unit Capability Factor measure.

The revision is described above in Notable 2021 Actions – Changes to Performance Goals to Account for External Factors and Impacts Beyond Management Control – Performance Goals – 2021 Annual Incentive Award.

Corporate Multiplier Allows TVA Board to Adjust for Overall Performance

As in previous years, the TVA Board approved the use of a corporate multiplier for the 2020 Winning Performance/EAIP program.

The corporate multiplier ranges between 0 and 1.0x and can be used only for purposes of reducing the amount of the award.

For 2020, the TVA Board determined that the corporate multiplier should be 1.0x based on the following:

• Industry-leading safety performance

• Continued strong fiscal responsibility, including reducing debt to the lowest level in three decades and achieving long-range TFO goal three years ahead of plan

• Restored service safely and efficiently after two major tornadoes and averted major flooding during third straight year of historic rainfall totals

• Strengthened customer relationships, including 93 percent of LPCs signing 20-year Partnership Agreements with TVA and $163 million in savings returned to local power company partners through a wholesale bill credit

• Achieved outstanding results despite unprecedented challenges associated with the COVID-19 pandemic

As in previous years, the TVA Board approved the use of a corporate multiplier for the 2021 WPTIP/EAIP program.

The corporate multiplier ranges between 0 and 1.0 and can be used only for purposes of reducing the amount of the award.

The multiplier was based on performance in 2021 against goals set in November 2020 for six organizational metrics.

For 2021, the TVA Board determined that the corporate multiplier should be 1.0 based on the following:

• Continued strong safety performance – top quartile in SIIR

• Strong financial health and performance

• Efforts continued to attract and encourage the expansion of business and industries in 2021

• Over $8.8 billion in investments, and

• Approximately 80,900 jobs created or retained

• Achieved outstanding results despite the challenges associated with the continued COVID-19

Why does the TVA Board use a multiplier?

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Metric Definition Why Is This Metric Used?

Safety – Serious Injury Incident Rate (SIIR)

A mathematical calculation used by Edison Electric Institute that quantifies the extent of injury for serious injuries and fatalities from events within the control of the employee and/or the employer.

Safety – Serious

Injury Incident Rate

(SIIR) A mathematical calculation used by Edison Electric Institute that quantifies the extent of injury for serious injuries and fatalities from events within the control of the employee and/or the employer.

TVA shares a professional and personal commitment to protect the safety of its employees, its contractors, its customers, and those in communities that TVA serves.

Total Financing Obligations (TFO)

All statutory debt and other financing obligations.

TVA's TFOs are driven by its business plan and reflects the application of financial guiding principles.

Total Financing Obligations (TFO) and Liabilities All statutory debt and other financing obligations.

TFO and Liabilities is calculated by subtracting contributions to unfunded liabilities from the sum of (1) long-term debt, net (including unamortized premiums/discounts), (2) short-term debt, net, (3) leaseback obligations, (4) energy prepayment obligations, and (5) variable interest entities.

TVA's TFOs are driven by its business plan and reflect the application of financial guiding principles.

Focusing on this measure will improve TVA's fiscal performance and strengthen TVA's balance sheet.

Cash Flow from Operating Activities

Amount of cash generated from power production and other mission-related activities and generally defined as Operating Revenues received less cash payments made for Operating Expenses.

Cash Flow from Operating Activities Amount of cash generated from power production and other mission-related activities and generally defined as operating revenues received less cash payments made for operating expenses.

See Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows for additional information.

Cash Flow from Operating Activities is considered a key indicator of overall financial health as it measures TVA's ability to use cash received from customers to sufficiently fund outgoing cash expenditures.

Net earnings derived by adjusting revenues for the cost of doing business.

Net Income Consists of the organization’s net earnings derived by adjusting revenues for the cost of doing business, including the cost of sales, depreciation, interest, taxes, and other expenses.

See Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Operations for additional information.

Standard accounting measure that provides a view of TVA's financial performance position.

Jobs Created and Retained

Measures the number of new or retained jobs in the Tennessee Valley for which TVA has played a role in the recruitment or retention of the economic development project.

Jobs Created and Retained Measures the number of new or retained jobs in the Tennessee Valley for which TVA has played a role in the recruitment or retention of the economic development project.

Tracks its progress using an industry standard measure.

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Items that may be considered significant (either favorably or unfavorably) include customer survey results, stakeholder survey results, key indicators of organizational health, environmental events, or other major events not covered in other performance measures.

Based on the performance of the 2020 corporate multiplier measures, the TVA Board determined to apply a 1.0x multiplier, or no reduction to the calculated Winning Performance/EAIP payout.

CORPORATE MULTIPLIER MEASURES (0.0 – 1.0x MULTIPLIER)

The TVA Board and the CEO jointly qualitatively assessed TVA’s performance at the end of the 2021 performance period.

Based on the performance of the 2021 corporate multiplier measures, the TVA Board determined to apply a 1.0 multiplier, or no reduction to the calculated WPTIP/EAIP payout.

CORPORATE MULTIPLIER MEASURES (0.0 – 1.0 MULTIPLIER)

(1) Includes impact of partnership credits.

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Results of the assessment are provided to the TVA Board Chair who, after consultation with the Committee, determines the multiplier to be applied to the CEO.

For each NEO, the individual performance multiplier can range between 0% to 150% of the calculated payout and can be used to reduce (multiplier below 100%) or increase (multiplier above 100%) the amount of the award.

For 2021, the NEOs were evaluated on individual performance goals and the following leadership competencies:

Leadership Competencies

Inspiring Trust and

Engagement Continuous Improvement Vision, Innovation, & Strategic Execution Leadership Courage

Accountability and Driving

Results Adaptability Business Acumen Effective Communication

Building Organizational Talent Leveraging Diversity

The 2020 individual multipliers and award payouts to the NEOs under the 2020 EAIP are described under each executive's compensation scorecard under "2020 Pay Decisions - 2020 NEO Pay Decisions and Compensation Scorecards" below and reported in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

Long-Term Incentive Compensation

Certain executives in critical positions, including the NEOs, participate in the company's long-term compensation plans.

Inspiring Trust and Engagement

Continuous Improvement

Vision, Innovation, & Strategic Execution Leadership Courage Building Organizational Talent

Accountability and Driving Results

Business Acumen Effective Communication Leveraging Diversity

The 2021 individual multipliers and award payouts to the NEOs under the 2021 EAIP are described under each executive's compensation scorecard under 2021 Pay Decisions - 2021 NEO Pay Decisions and Compensation Scorecards below.

Award payouts are also reported in the "Non-Equity Incentive Plan Compensation" column in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table.

Long-Term Incentive Plan Compensation

Certain executives in critical positions, including the NEOs, participate in the company's long-term incentive plan.

These individuals make decisions that significantly influence the development and execution of TVA's long-term strategic objectives.

As such, awards under TVA's Long-Term Incentive Plan are designed to reward executives for sustainable success.

As such, awards under TVA's LTIP are designed to reward executives for sustainable success.

Since long-term success is supported by a commitment to continued employment, the NEOs are incentivized to remain with the company through the cliff vesting feature of the long-term performance awards and through long-term retention awards.

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• Award opportunities established for each performance cycle at or below median levels of competitiveness with TVA's peer group

• Long-term performance awards vest upon the completion of the three-year performance period, contingent upon continued employment through vesting date and subject to achievement of performance goals

• Long-term retention awards vest in one-third increments over three years, contingent upon continued employment on each vesting date

• LTP awards vest upon the completion of the three-year performance period, contingent upon continued employment through vesting date and subject to achievement of performance goals

• LTR awards vest in one-third increments over three years, contingent upon continued employment on each vesting date

The TVA Board and Mr.

Lyash evaluated the appropriateness of the long-term incentive award opportunities for the CEO and other NEOs, respectively.

For 2020, the value of both the long-term performance award and the long-term retention awards were increased from 2019 levels for each NEO so that Total Direct Compensation moved closer to market median, following a review of benchmarking and individual performance and reflective of increased tenure.

For 2021, the value of both the long-term performance award (at target) and the long-term retention awards were increased from 2020 levels, for Mr.

Thomas, and Mr.

Skaggs, so that TDC moved closer to market median, following a review of benchmarking and individual performance and reflective of increased tenure.

Accordingly, target long-term incentive award opportunities of the NEOs for 2021 were as follows:

Named Executive Officers 2020–2022 LTP (1)

Value at target % Increase from 2019–2021 LTP target value 2020 LTR (1)

Value at target % Increase from 2019 LTR award value

221.3 % $ 2,341,000 15.7 % (2)

95.8 % $ 1,014,000 N/A (3)

147.0 % $ 980,000 11.4 % 63.0 % $ 420,000 10.5 %

Named Executive

Officers 2021–2023

Value at target (2)

% Increase from

2020–2022 LTP

target value 2021 LTR (1)

% Increase from

2020 LTR award

Lyash 264.9 % $ 2,914,100 24.5 % 113.5 % $ 1,248,900 23.2 %

135.8 % $ 1,039,000 6.0 % 57.6 % $ 441,000 5.0 %

90.6 % $ 500,000 — % 59.8 % $ 330,000 — %

104.2 % $ 562,500 50.0 % 58.6 % $ 316,500 N/A

77.0 % $ 588,750 — % 77.0 % $ 588,750 — %

Skaggs 170.3 % $ 1,175,000 18.7 % 73.1 % $ 504,000 17.5 %

(1) Represents a percent of each NEO's salary.

(2) Since Mr.

Lyash joined TVA in 2019, the second performance year under the 2019–2021 LTP, his payout under that award will be prorated to reflect his service for two-thirds of the performance period.

Lyash did not receive a LTR award in 2019.

(2) Amount may be prorated based on time in role.

(3) Effective June 7, 2021, in connection with job title change and additional scope and responsibilities, Mr.

Thomas was awarded a prorated grant of $1,039,000, which replaced the 2021-2023 LTP grant of $1,000,000 made on October 1, 2020, and a prorated LTR grant of $441,000, which replaced the 2021-2023 LTR grant of $432,000 made on October 1, 2020.

(4) Effective March 5, 2021, in connection with selection to his position, Mr.

Fountain was awarded a prorated grant of $562,500, which replaced the 2021-2023 LTP grant of $375,000 made on October 1, 2020, and a prorated LTR grant of $316,500, which replaced the 2021-2023 LTR grant of $249,000 made on October 1, 2020.

Fountain joined TVA in 2020 and was not eligible for a LTR award in 2020.

(5) Effective June 21, 2021, in connection with his employment with TVA, Mr.

Moul was awarded three prorated LTP grants:

$588,750 for the 2021-2023 LTP cycle, $327,083 for the 2020-2022 LTP cycle, and $65,417 for the 2019-2021 LTP cycle;

and three prorated LTR grants:

$588,750 for 2021-2023, $218,056 for 2020-2022, and $21,806 for 2019-2021.

All of these grants were based on a target grant amount of $785,000 and prorated based on time in role during each performance cycle.

Long-Term Performance Awards

TVA's executive compensation program provides for an annual grant of a long-term performance award with a three-year performance period.

TVA's executive compensation program provides for an annual grant of a LTP award with a three-year performance period.

During 2021, there were three overlapping LTP awards:

2018–2020 LTP Award Granted October 1, 2017 Vested September 30, 2020

2019–2021 LTP Award Granted October 1, 2018 Vesting September 30, 2021

2020–2022 LTP Award Granted October 1, 2019 Vesting September 30, 2022

2019–2021 LTP Award Vested September 30, 2021

2020–2022 LTP Award Vesting September 30, 2022

2021–2023 LTP Award Vesting September 30, 2023

The performance metrics and threshold, target, and stretch goals for each metric are determined annually by the TVA Board.

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Linear interpolation is used for results between threshold and stretch goals.

The TVA Board can use its discretion to adjust the final payout for each NEO's LTP award based on the evaluation of the NEO's individual achievements, peer group comparisons, and performance over the performance cycle.

The TVA Board can use its discretion to adjust the final payout for LTP awards based on achievements, peer group comparisons, and performance over the performance cycle.

Amount = Target

Value × Percent of Opportunity Achieved

For the three-year performance period ended September 30, 2020, the TVA Board previously approved three overall long-term incentive measures of TVA performance to be applied to all participants in the LTIP.

For the three-year performance period ended September 30, 2021, the TVA Board previously approved three overall long-term incentive measures of TVA performance to be applied to all participants in the LTP.

The 2019–2021 performance measures, along with the weighting ascribed to each, are shown below as a percentage of the total LTP award opportunity at target-level performance.

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This measure drives performance through activities that management can control.

It aligns with TVA's strategic objective of maintaining low rates and focuses on aligning O&M with revenue.

It aligns with TVA's strategic objective of maintaining low rates and focuses on aligning TVA’s non-fuel costs associated with generation, transmission, statutory mission services, and additional customer services with revenue.

Non-Fuel Delivered Cost of Power supports retail rate objectives and aligns to the Business Plan commitment.

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Why Is This Metric Used?

An automatic customer interruption with a duration of one minute or greater is tracked as a Load Not Served ("LNS") event.

An automatic customer interruption with a duration of one minute or greater is tracked as an LNS event.

TVA manages this critical indicator to reduce the impact of customer outages.

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External perception and reputational events

• External Nuclear Performance Indicators Index – Weighted combination of key nuclear performance indicators based on standard nuclear industry definitions for station performance.

• Stakeholder Survey – Conducted among the general public, public officials, economic development leaders, and business/community leaders in the TVA service area to assess public opinion of TVA.

• Customer Survey – Annual survey of LPCs and Direct-Serve Customers ("DSC") focused on better understanding customer loyalty and related performance drivers.

External Performance Indicators for the TVA Nuclear Fleet – Weighted combination of key nuclear performance indicators based on standard nuclear industry definitions for station performance.

Media Tone – Measures the percent of positive and balanced media coverage out of total TVA news coverage.

Stakeholder Survey – Conducted among the general public, public officials, economic development leaders, and business/community leaders in the TVA service area to assess public opinion of TVA.

Customer Survey – Annual survey of LPCs and Direct-Serve Customers focused on better understanding customer loyalty and related performance drivers.

Board Level Significant Events – Items (both favorable and unfavorable) that the Board deems significant and that affect TVA's reputation, organizational health, or the public at large

Why Is This Metric Used?

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In setting the goal for each metric, the TVA Board considers budgeted amounts in the company's approved business plans, actual performance in recent years, and level of achievability.

The TVA Board also considers TVA's strategic business

plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment.

The TVA Board also considers TVA's strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment.

Achievement of the target goal would result in a 100 percent payout opportunity with respect to that goal.

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2019–2021 Long-Term Performance Scorecard

(1) On August 22, 2018, the TVA Board approved replacing the Wholesale Rate Excluding Fuel measure with Non-Fuel Delivered Cost of Power for the 2018–2020 performance cycle because the Wholesale Rate Excluding Fuel measure has not historically reflected TVA's financial performance.

For the 2018–2020 LTIP performance cycle, the Non-Fuel Delivered Cost of Power measure was calculated using the average of 2019 and 2020 results.

(2) For the 2018–2020 LTIP performance cycle, the Load Not Served measure was calculated using an average of the 2018, 2019, and 2020 results.

The target Load Not Served measure is the average of the rates for 2018, 2019 and 2020 that were set forth in the approved business plans for 2016, 2017, and 2018, respectively.

(3) For the 2018–2020 LTIP performance cycle, the External Measures metrics were calculated using an average of the 2018, 2019, and 2020 results (except for the External Nuclear Performance Indicators measure, which was based on 2020 results).

In reviewing the 2018–2020 performance period, the TVA Board considered strong performance in several areas, including key areas where performance exceeded target expectations:

P TVA's debt is at the lowest level in three decades;

TVA paid down $1.4 billion in debt in 2020

P Achieved and surpassed strategic goal of reducing debt to $21.8 billion by 2023

P Sustained $800 million in annual operating costs savings

P TVA's financial position is the strongest it has been in decades and is setting a path to keep base rates stable for the next decade

P Strong transmission system reliability performance

However, in light of several external measures that failed to meet threshold targets, the TVA Board determined that on balance the calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities, and did not exercise its discretion to adjust the calculated payout.

Payouts to the NEOs for the 2018–2020 LTP Award are described under each executive's compensation scorecard under "2020 Pay Decisions – 2020 NEO Pay Decisions and Compensation Scorecards" below and reported in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation."

(1) For the 2019–2021 performance cycle, the Non-Fuel Delivered Cost of Power measure was calculated using an average of the 2019, 2020, and 2021 results.

(2) For the 2019–2021 performance cycle, the Load Not Served measure was calculated using an average of the 2019, 2020, and 2021 results.

(3) For the 2019–2021 performance cycle, the External Measures metrics were calculated using an average of the 2019, 2020, and 2021 results (except for the External Performance Indicators for the TVA Nuclear Fleet measure, which was based on 2021 results).

(4) For the 2019-2021 performance cycle, the External Performance Indicators for the Nuclear Fleet measure was calculated using 2021 results.

On April 29, 2021, the Board approved a revision to the External Performance Indicators for the Nuclear Fleet measure.

In reviewing the 2019–2021 performance period, the TVA Board considered strong performance in several areas, including key areas where perf ormance exceeded target expectations:

ü Achieved record-setting safety rates in 2020 and 2021

• Top decile performance for TVA’s Recordable Injury Rate in 2021

• Top quartile performance for TVA’s Serious Injury Rate in 2021

ü Strong transmission system reliability performance – 2020 and 2021 were the two best years on record

ü Strong financial performance

• In 2020, TVA achieved and surpassed its strategic goal of reducing debt to $21.8 billion by 2023, and made even further reductions in debt in 2021

• TFOs of $20.5 billion are the lowest in over 30 years

• Lower interest expense in 2021 compared to 2020 mainly due to lower debt levels

• Issued Green Bond offering, with lowest interest rate on a 10-year financing in TVA history

ü Strengthened customer relationships:

• 95% of 153 LPCs have signed with TVA under 20-year Partnership Agreement

• Made $1 billion of credit available to LPCs and offered regulatory relief and flexibility so LPCs could help their communities

• Continued Back-to-Business Credit Program established in 2020

• Continued to partner with LPCs through the Community Care Fund established in 2020

• Strong Media Tone results in 2021 show significant improvement over 2020 performance

• Three-year Stakeholder Survey results approached level considered “outstanding” by survey provider;

strong 2021 results show improvement over performance period

• Customer Survey reflects high commitment levels and improved scores from 2020 to 2021

ü Continued efforts in 2019-2021 to attract and encourage the expansion of business and industries, resulting in $26.4 billion in investments and approximately 215,000 jobs created or retained

ü Launched enterprise IwD Council

The TVA Board determined that the calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the calculated payout.

Payouts to the NEO s for the 2019–2021 LTP Award are described under each executive's compensation scorecard under 2021 Pay Decisions – 2021 NEO Pay Decisions and Compensation Scorecards below and reported in the Executive Compensation Tables and Narrative Disclosures -Summary Compensation Table under "Non-Equity Incentive Plan Compensation."

2020–2022 Outstanding LTP Performance Cycle

The TVA Board previously approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2022 (awards to be paid in November 2022):

(1) The metrics have the same definition as for the 2018–2020 LTP awards.

(2) For the 2019–2021 LTIP performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2019, 2020, and 2021 results.

(3) For the 2019 – 2021 LTIP performance cycle, the Load Not Served measure will be calculated using an average of the 2019, 2020, and 2021 results.

(4) For the 2019 – 2021 LTIP performance cycle, the External Measures metrics will be calculated using an average of the 2019, 2020, and 2021 results (except for the External Nuclear Performance Indicators measure, which will be based on 2021 results).

(1) Metric has same definition as for the 2019-2021 LTP awards.

For the 2020-2022 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the results for each of 2020, 2021, and 2022.

(2) Metric has same definition as for the 2019-2021 LTP awards.

For the 2020-2022 performance cycle, the Load Not Served measure will be calculated using an average of the results for each of 2020, 2021, and 2022.

(3) Metric has same definition as for the 2019-2021 LTP awards.

For the 2020-2022 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2022 results.

(4) For the 2020-2022 performance cycle, the External Performance Indicators for the Nuclear Fleet measure will be calculated using 2022 results.

On August 18, 2021, the Board approved a revision to the External Performance Indicators for the Nuclear Fleet measure.

revision is described above in Notable 2021 Actions – Changes to Performance Goals to Account for External Factors and Impacts Beyond Management Control – Performance Goals – 2020-2022 LTP and 2021-2023 LTP Awards .

(5) Comprised of Media Tone, Stakeholder Survey and Customer Survey, which have the same definitions as for the 2019-2021 LTP awards.

Board Level Significant Events was removed as a metric.

For the 2020-2022 performance cycle, the External Measures metrics will be calculated using an average of results for each of 2020, 2021, and 2022.

2021–2023 Outstanding LTP Performance Cycle

In October 2019, the TVA Board approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2022 (awards to be paid in November 2022):

(1) For the 2020 - 2022 LTIP performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the results for each of 2020, 2021, and 2022.

(2) For the 2020 - 2022 LTIP performance cycle, the Load Not Served measure will be calculated using an average of the results for each of 2020, 2021, and 2022.

(3) For the 2020 - 2022 LTIP performance cycle, the External Nuclear Performance Indicators measure will be calculated based on 2022 results.

(4) For the 2020 - 2022 LTIP performance cycle, the External Measures metrics will be calculated using an average of results for each of 2020, 2021, and 2022.

Non-Fuel Delivered Cost of Power and Load Not Served have the same definition as for the 2018–2020 LTP awards.

External Nuclear Performance Indicator Index was kept a measure but is no longer a component of External Measures.

Additionally, Board Level Significant Events has been removed as a metric under External Measures since the Long-Term Incentive Plan program design gives the TVA Board discretion in its review of the results and determination of payout.

The remaining External Measures for the 2020–2022 LTP awards are the same as those for the 2018–2020 LTP awards.

The External Measures for the 2020–2022 LTP awards, together with their weighting and targets, are as follows:

2020–2022 LTP Award External Measures

In November 2020, the TVA Board approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2023 (awards to be paid in November 2023):

(1) Non-Fuel Delivered Cost of Power = (Operating and Maintenance Expense + Base Capital Expense + Interest Expense + Other Expense) / Budgeted Electric Power Sales.

For the 2021-2023 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2021, 2022, and 2023 results.

(2) Load Not Served = (Percentage of Total Load Not Served) x (Number of Minutes in the Period).

For the 2021-2023 performance cycle, the Load Not Served measure will be calculated using an average of the 2021, 2022, and 2023 results.

(4) For the 2021-2023 performance cycle, the External Performance Indicators for the Nuclear Fleet measure will be calculated using 2023 results.

On August 18, 2021, the Board approved a revision to the External Performance Indicators for the Nuclear Fleet measure.

(5) For the 2021-2023 performance cycle, the Stakeholder Survey metric will be the average score of a survey conducted among the general public, public officials, economic development leaders, and business and community leaders in the TVA service area to assess public opinion of TVA.

This measure will be calculated using an average of the 2021, 2022, and 2023 results.

(6) For the 2021-2023 performance cycle, the Customer Survey metric will be a composite score of customer survey results based on responses to key survey questions related to the impact of customer experience on loyalty to TVA.

This measure will be calculated using an average of the 2021, 2022, and 2023 results.

External Performance Indicators for the TVA Nuclear Fleet, Customer Survey, and Stakeholder Survey remain measures but are no longer components o f External Measures, which has been removed as a composite metric.

Additionally, Media Tone has been removed as a metric, and the weighting for Non-Fuel Delivered Cost of Power has been increased to 45%.

Long-Term Retention Awards

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The purpose of the retention awards under the LTIP is to provide a retention incentive similar to restricted stock or restricted stock units.

These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of total direct compensation.

These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC.

Grants are generally effective as of October 1 and will become one-third vested on each subsequent September 30 or upon death, disability, or retirement if earlier on a pro-rated basis.

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Following the market assessment conducted by FW Cook, effective October 1, 2020, TVA granted LTR awards to the NEOs.

These awards vest in three equal tranches on September 30, 2020, September 30, 2021, and September 30, 2022.

These awards vest in three equal tranches on September 30, 2021, September 30, 2022, and September 30, 2023, contingent upon continued employment on each vesting date.

The amounts of these awards are set forth under "Long-Term Incentive Compensation" above.

2021 Vesting of Outstanding Retention Awards

In 2020, three LTR awards were outstanding for each NEO, other than the CEO for whom only the 2020 LTR was outstanding.

Each of these awards vested one-third on September 30, 2020.

The vesting schedule for the three LTR awards outstanding in 2020 is set forth below.

LTR awards that vested in 2020 are described under "2020 NEO Pay Decisions and Compensation Scorecards" below and are also reported in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation."

Lyash did not receive a 2018 LTR grant or 2019 LTR grant.

LTR awards that vested in 2021 are described under 2021 Pay Decisions - 2021 NEO Pay Decisions and Compensation Scorecards below and are reported in the Executive Compensation Tables and Narrative Disclosures - Summary Compensation Table under "Non-Equity Incentive Plan Compensation ." The vesting schedule for the three LTR awards outstanding in 2021 is set forth below.

2021 VESTING OF OUTSTANDING RETENTION AWARDS

Lyash did not receive a 2019 LTR grant.

Fountain did not receive a 2020 LTR grant

2021 Pay Decisions

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Executive Annual Incentive Plan $ 2,928,750 142 percent of target enterprise performance achieved

Reflects Individual Performance Multiplier of 1.10x

Long-Term Retention Incentive $ 338,000 2020 tranche of 2020 LTR award

Reflects Individual Performance Multiplier of 125 percent

Long-Term Performance Incentive $ 2,671,680 132 percent of long-term performance achieved for the three-year performance cycle ended September 30, 2021

Long-Term Retention Incentive $ 754,300

2021 tranche of 2020 LTR and 2021 LTR awards

Each year, the Committee makes two key compensation decisions with respect to CEO compensation:

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2021 CEO Total Direct Compensation Opportunity

The Total Direct Compensation opportunity granted to Mr.

Lyash in 2020 is illustrated below.

Based on a review of 2020 compensation peer data, Mr.

Lyash's increasing tenure with TVA, and his performance, the Committee increased each component of Mr.

On February 11, 2021, the TVA Board approved compensation adjustments for Mr.

Lyash for 2021, increasing each component of Mr.

Lyash's TDC over 2020 levels.

The adjustments were made following FW Cook’s independent study and market analysis of CEO compensation, Mr.

Lyash's increased tenure with TVA, his 2020 performance, and an intent to narrow the gap to the 50th percentile of CEO market compensation while being mindful of TVA’s federal agency status.

The target TDC opportunity granted to Mr.

Lyash in 2021 is illustrated below.

CEO 2021 TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY

Lyash did not receive a LTP grant in 2019 since he joined TVA in April 2019 and LTP awards at that time were only granted effective October 1.

Amount shown for 2019 represents a 2019 – 2021 LTP award that he was granted effective October 1, 2019, under which his payout will be prorated two-thirds to reflect his service during two of the three performance years.

Lyash did not receive a LTR grant in 2019.

Although the TVA Board moved Mr.

Lyash's pay closer to the median in 2020, its compensation decisions resulted in positioning his total direct compensation at target below the 25th percentile of the 2020 market composite data.

2021 CEO TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY BELOW MARKET (1)

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2021 CEO Total Direct Compensation Earned

The Total Direct Compensation that Mr.

Lyash received for 2020 reflected company and individual performance that exceeded targets.

Lyash was not eligible to receive any payments under any LTP award in 2020;

his first LTP award, the 2019–2021 LTP award, vests September 30, 2021;

payout under this award will be prorated two-thirds to reflect his service during two of the three performance years.

The TDC that Mr.

Lyash earned for 2021 reflected company and individual performance that exceeded targets.

CEO 2021 TOTAL DIRECT COMPENSATION EARNED

The award that Mr.

Lyash received reflected an Individual Performance Multiplier of 1.10x.

(1) Since Mr.

Lyash joined TVA during 2019, payout under the 2019-2021 LTP award was prorated two-thirds to reflect his service during two of the three performance years.

The annual incentive award that Mr.

Lyash received reflected an Individual Performance Multiplier of 125 percent .

The Committee and TVA Board were extremely pleased with Mr.

Lyash's performance, which they believe would typically warrant a maximum Individual Performance Multiplier of 1.50x.

However, given the factors described in more detail in Mr.

Lyash's scorecard under "2020 NEO Pay Decisions and Compensation Scorecards," the Committee and TVA Board exercised their discretion to reduce the multiplier to 1.10x.

In addition to Total Direct Compensation Earned (as shown in the table above), Mr.

Lyash was paid $1,092,000 in 2020 as the second tranche of a recruitment and relocation incentive under his employment offer letter.

Lyash's performance for 2021.

See 2021 Pay Decisions - 2021 NEO Pay Decisions and Compensation Scorecards below for more information.

In addition to TDC Earned (as shown in the table above), Mr.

Lyash was paid $292,000 in 2021 as the third and final tranche of a recruitment and relocation incentive under his employment offer letter.

This incentive was intended to compensate him for amounts he forfeited from his previous employer in order to join TVA, as well as to provide some measure of substitute compensation in light of his not being eligible to receive any LTP incentive payments until September 2021.

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Unlike the amounts reported in the Summary Compensation Table, Mr.

Lyash's Total Direct Compensation Earned represents the annual pay decisions by the Committee that specifically reflect its assessment of the company's performance and individual performance and reward the employee for satisfaction of incentive award conditions (enterprise performance and continued employment).

Other elements included in the Summary Compensation Table, such as changes in pension values and vesting of recruitment and relocation incentives, are excluded from Total Direct Compensation Earned because they do not relate to performance and are outside the scope of the Committee's annual pay decisions.

The Committee therefore believes that Total Direct Compensation Earned renders a more accurate and up-to-date reflection of its assessment of performance.

2020 CEO Pay Ratio Lowest Among Peers

As reflected above, TVA's CEO target Total Direct Compensation is low compared to its 2020 compensation peer group on an absolute basis but is also low compared to its peers in the context of organizational pay ratios.

Lyash's TDC Earned represents the annual pay decisions by the Committee that specifically reflect its assessment of the company's performance and individual performance and reward the employee for satisfaction of incentive award conditions (enterprise performance and continued employment).

Other elements included in the Summary Compensation Table , such as changes in pension values and vesting of recruitment and relocation incentives, are excluded from TDC Earned because they do not relate to performance and are outside the scope of the Committee's annual pay decisions.

The Committee therefore believes that TDC Earned renders a more accurate and up-to-date reflection of its assessment of performance.

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, TVA is providing the following information regarding the annual total compensation of TVA's CEO position and the annual total compensation of the median employee of the company:

• The total compensation for the CEO position for 2021 was $9,882,680.

• For 2021, the median employee's annual total compensation was $139,953.

Based on this information, the pay ratio of the total compensation for the CEO position to the median employee was approximately 71 to 1.

To identify the median employee and to determine the annual total compensation of the median employee, TVA took the following steps:

• TVA selected September 30, 2021, as the date on which to identify its median employee.

On September 30, 2021, TVA's employee population (including full-time, part-time, and temporary employees) consisted of 10,129 individuals located in the U.S.

• In order to identify the median employee from its employee population, TVA compared the compensation that would be included in Box 5 (Medicare Wages and Tips) of Form W-2, which includes salary, overtime, and incentive compensation, for the period from October 1, 2020 to September 30, 2021.

Box 5 compensation was used as it is representative of the compensation received by all employees and is readily available and objective.

• After identifying its median employee, TVA calculated that employee's compensation for 2021 as though that compensation was being calculated for purposes of the Summary Compensation Table, resulting in annual total compensation of $139,953.

The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Because Item 402(u) provides companies with flexibility to select the methodology and assumptions used to identify the median employee and to calculate the pay ratio, the pay ratio reported by TVA may not be comparable to the pay ratios reported by other companies.

2021 CEO Pay Ratio Below Median Among Peers

As reflected above, TVA's CEO target TDC is low compared to its 2021 compensation peer group on an absolute basis but is also low compared to its peers in the context of organizational pay ratios.

As discussed fully under "CEO Pay Ratio Disclosure", the pay ratio of the total compensation for Mr.

Lyash to the median TVA employee was approximately 53 to 1 for 2020.

Based on TVA's 2020 pay ratio and the pay ratio disclosed in its peers' most recent public

disclosures, TVA has the lowest margin between CEO and median employee compensation.

Lyash to the median TVA employee was approximat ely 71 t o 1 for 2021.

Based on TVA's 2021 pay ratio and the pay ratio disclosed in its peers' most recent public disclosures, TVA's pay ratio is below the 50th percentile.

Peers used are those shown under Proxy Peer Group of Investor-Owned Utilities in the List of Compensation Peer Companies .

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2021 TOTAL DIRECT COMPENSATION EARNED

Lyash's salary was increased 15 percent to $1,058,000 for 2020, reflecting outstanding performance and positioning to a more competitive base salary.

This amount is below the 25th percentile of the 2020 compensation peer group median.

Lyash's salary was increased 3.97 percent to $1,100,000 for 2021, reflecting superior performance and positioning to a more competitive base salary.

This amount is below the 2021 compensation peer group median.

EAIP Payment Earned.

Lyash's superior performance and overall rating of 5 out of 5, TVA's guidelines for applying an individual performance multiplier to annual incentive awards would have provided the highest individual performance multiplier of 1.50x to his 2020 EAIP award.

Consideration of three issues were included in making the final decision.

These are the execution of the ongoing Information Technology transition initiative and the use of H1-B Visa workers in that process, progress in resolving TVA's supplier relationship with Memphis Light, Gas & Water, and nuclear fleet progress in improving performance.

Also, considered was Mr.

Lyash's strength of demonstrated recovery in all three areas of concern.

After taking these into consideration, and applying discretion, Mr.

Lyash's individual performance multiplier was reduced from 1.50x to 1.10x.

Based on TVA's guidelines, a 1.10x is at the bottom of the range for a 5 performance rating and in the middle of the range for a 4 rating.

Organizational performance under the TVA EAIP Scorecard exceeded target for all measures, resulting in a 142 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

The TVA Board approved an Individual Performance Multiplier of 125 percent for Mr.

Lyash for 2021 given his superior performance, including those considerations noted under 2021 Individual Performance Highlights.

Long-Term Incentives Earned

Long-Term Performance Award Earned.

Lyash did not participate in the 2018–2020 LTP program, and thus did not receive any LTP payout in 2020.

Long-Term Performance Awards Earned.

Organizational performance under the 2019–2021 LTP program was stronger than expected in key operational measures, resulting in significantly lower than expected Non-Fuel Delivered Cost of Power and Load Not Served.

However, several external measures were below target.

In light of strong safety, reliability, and financial performance, the TVA Board determined that the 132 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout.

Long-Term Retention Award Earned.

Lyash earned $338,000 in 2020 as the first tranche of his 2020 LTR program award of $1,014,000.

The 2020 LTR award vests ratably over a three-year period, subject to continued employment on each vesting date.

Lyash earned $754,300 in 2021 upon the vesting of the 2021 tranches of his 2020 and 2021 LTR program awards.

The LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

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Recruitment and Relocation Incentive.

Lyash was paid $1,092,000 in 2020 as the second tranche of a recruitment and relocation incentive under his employment offer letter.

Lyash was paid $292,000 in 2021 as the third tranche of a deferred cash recruitment and relocation incentive under his employment offer letter.

This incentive was intended to compensate him for amounts he forfeited from his previous employer in order to join TVA, as well as to provide some measure of substitute compensation in light of his not being eligible to earn any long-term performance incentive payments until September 2021.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• TVA debt was reduced to the lowest level in 30 years and to the level committed to OMB three years ahead of plan significantly lowering interest expenditures.

• The reliability of the transmission system and of the nuclear, gas, coal, and hydroelectric generation fleets all improved.

This strong fleet performance reduced fuel and purchased power costs while continuing to reduce TVA's environmental footprint.

• Operating and Maintenance costs were also lowered, helping to offset the revenue reduction caused by the global pandemic.

• The aggregate impact of these achievements was that TVA not only held rates flat but returned $163 million to LPCs participating in the long-term Partnership Agreement during 2020.

• TVA has maintained its high level of service and employees continued to deliver outstanding performance in all strategic areas of the company through the COVID-19 pandemic.

• Outstanding system performance experienced during the record winter storm and summer heat wave.

• Effective planning and response to COVID-19 through Pandemic Response Team and union partnerships focused on enhanced safety, well-being, and communications to support the workforce.

• Established an enterprise IwD to advise, champion, and oversee IwD strategies across TVA and the communities it serves.

Increased diversity in leadership positions.

• Developed TVA's Strategic Intent document to support internal alignment related to TVA's efforts around decarbonization and advanced innovation in energy supply.

• Achieved 63% reduction in mass carbon emissions from 2005 baseline and working to obtain greater amounts of power supply from clean resources for further reductions.

• Successfully facilitated the FY22 Budget Power Supply Plan.

• Financial performance was strong, with debt reduced to the lowest level in 30 years, effective wholesale rates lowest in a decade, and lower interest expense in 2021 compared to 2020 mainly due to lower debt levels.

• Strengthened customer relationships:

95% (145) of 153 LPCs have signed with TVA under 20-year Partnership Agreement.

• The aggregate impact of these achievements was that TVA not only held rates stable and low, but returned $189 million in bill credits to LPCs participating in the long-term Partnership Agreement during 2021.

• These achievements also enabled TVA to deliver a wide range of pandemic support programs to LPCs, businesses, and communities that lessened their burden and helped businesses across the Tennessee Valley recover.

• The performance achieved in 2020 is expected to help keep rates flat again next year and allow an additional Pandemic Relief Credit of $200 million in 2021.

• This performance places TVA base rates plus fuel at their lowest level in over a decade.

In the public power model, the benefits of this performance do not accrue to shareholders;

rather, they flow directly to the people TVA serves and now more than ever at the time they need it most.

Lyash's highest rated competencies were adaptability, effective communication, business acumen, accountability and driving for results, and leveraging diversity.

Executive Vice President and Chief Financial Officer

Lyash's highest rated competencies were vision, innovation, and strategic direction, effective communication, and accountability and driving for results.

Executive Vice President and Chief Financial and Strategy Officer

Joined TVA November 2005

2021 TOTAL DIRECT COMPENSATION EARNED

Thomas' salary was increased three percent to $666,584 for 2020, reflecting outstanding performance and positioning to maintain a competitive base salary.

Thomas' salary was increased three percent to $686,582 at the beginning of 2021, reflecting strong performance and positioning to maintain a competitive base salary.

Thomas’ salary was also increased 11.4 percent to $765,000 in June 2021 reflecting additional scope and responsibilities with his job title change to Executive Vice President and Chief Financial and Strategy Officer.

EAIP Payment Earned.

Organizational performance under the TVA EAIP Scorecard exceeded target for all but one measure, resulting in a 137 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0x Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 1.0x for Mr.

Thomas for 2020.

Thomas' strong performance and overall rating of 4 out of 5, TVA's guidelines for applying an individual performance multiplier to annual incentive awards would have provided for an individual performance multiplier of up to 1.2x to his 2020 EAIP award.

Consideration of the execution of the ongoing Information Technology transition initiative and the use of H1-B Visa workers in that process led the CEO to approve a 1.0x multiplier for Mr.

Based on TVA's guidelines, a 1.0x is at the bottom of the range for a 4 performance rating.

Organizational performance under the TVA EAIP Scorecard exceeded target for all measures, resulting in a 142 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 105 percent for Mr.

Thomas for 2021 given his strong performance, including those considerations noted under 2021 Individual Performance Highlights.

Long-Term Incentives Earned

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However, several external measures failed to meet threshold targets.

In light of improvements in other key performance areas, such as financial health, the TVA Board determined that the 129 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout.

However, several external measures were below target.

Long-Term Retention Awards Earned.

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Effective October 1, 2020, Mr.

Thomas was granted a 2020–2022 LTP program award with a target opportunity of $980,000, which will vest on September 30, 2022.

Thomas was granted a 2021–2023 LTP program award with a target opportunity of $1,000,000.

Effective June 7, 2021, Mr.

Thomas was awarded a prorated 2021-2023 LTP grant of $1,039,000, which will vest on September 30, 2023, and replaced the 2021-2023 LTP grant of $1,000,000 made on October 1, 2020.

The actual payout of the award will depend on performance against targets at the end of the three-year performance period.

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Effective October 1, 2020, Mr.

Thomas was granted a 2020 LTR program award of $420,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

Thomas was granted a 2021 LTR program award of $432,000.

Effective June 7, 2021, Mr.

Thomas was awarded a prorated 2021 LTR award of $441,000 which replaced the 2021 LTR program award of $432,000 made on October 1, 2020, that vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2021 as described above.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Executed CFO function at exceptionally high level and assumed leadership responsibility for technology and innovation units in 2020

• Responded swiftly to significant revenue loss presented by the COVID-19 pandemic by working across the organization to reduce O&M expense and adjust capital spending

• Executed CFO, strategic planning, and business planning functions at an exceptionally high level, delivering results that exceeded enterprise goals in O&M expense, debt reduction, net income, and cash flow.

• After assuming leadership for the Technology and Innovation units in 2020, quickly developed a comprehensive technology strategy including initiatives focused on transportation electrification, regional grid transformation, and expansion of TVA's solar power program, producing excellent 2021 results.

For example, the industry-leading Green Invest Program resulted in more than 2,000 MWs of solar development across the Valley.

• Continued to effectively manage revenue loss risk presented by the COVID-19 pandemic by working across the organization to manage O&M expense, adjust capital spending, and develop and extend a range of LPC and community support programs.

These programs included direct fund matching to communities through the Community Care Fund and support through the Back-to-Business Credit program.

• Effectively managed TVA liquidity, access to debt markets, and liability management activities to maintain TVA's strong financial position and lower interest expense.

• Executed major bond issuance with TVA attaining the lowest interest rate in its history

• Led efforts whereby TVA reduced debt to lowest level in 30 years – target debt level reduction achieved three years ahead of plan

• Successfully implemented the Long-Term Partnership Agreements, which returned $163 million to participating LPCs in 2020

• Developed and championed additional COVID-19 pandemic-related financial support response in the form of $1.0 billion in LPC credit support, direct fund matching to communities through the Community Care Fund, and business support through the Back-to-Business Credit program

• Established innovation agenda through which TVA has implemented an aggressive and innovative solar program that has resulted in substantial expansion of TVA's solar portfolio without adversely impacting rates

Executive Vice President and Chief Operating Officer

Joined TVA February 1994

• Continued to successfully build TVA's ESG programs and communicate them effectively to stakeholders, including the financial community, executing TVA's first Investor ESG day.

• Executed major bond issuance, including TVA's first ever Green Bonds that garnered the lowest 10-year rate in TVA history.

• Continued to reduce TVA debt, achieving the lowest level in 30 years.

• Total number of Long-Term Partnership Agreements increased in 2021, which returned $189 million to participating LPCs in 2021.

• A key leader in delivering organizational financial performance that was the foundation for providing TVA customers with a 2.5% Pandemic Relief Credit on their monthly bills in 2021, and creating a Pandemic Recovery Credit of 2.5% for application throughout 2022.

• Continued to mature the TVA Enterprise Risk Management Program, delivering superior risk insights contributing to material risk reduction.

• In partnership with a range of internal organizations, developed and brought to the TVA Board a Carbon-informed Asset plan and a Strategic Intent and Guiding Principles Document that lay the foundation of TVA's greenhouse gas reduction glide path while maintaining low cost and high reliability.

Executive Vice President and

Chief Nuclear Officer

Joined TVA October 2018

2021 TOTAL DIRECT COMPENSATION EARNED

Skaggs's salary was increased seven percent to $663,400 for 2020, reflecting outstanding performance and positioning to maintain a competitive base salary.

Rausch's salary was increased three percent to $551,668 for 2021, reflecting solid performance and positioning to maintain a competitive base salary.

EAIP Payment Earned.

Organizational performance under the TVA EAIP Scorecard exceeded target for all but one measure, resulting in a 137 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0x Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 1.10x for Mr.

Skaggs for 2020 given his exemplary performance, including those considerations noted under 2020 Individual Performance Highlights.

Organizational performance under the TVA EAIP Scorecard exceeded target for all measures, resulting in a 142 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 105 percent for Mr.

Rausch for 2021 given his solid performance and notable achievements, including those considerations noted under 2021 Individual Performance Highlights.

Long-Term Incentives Earned

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However, several external measures failed to meet threshold targets.

In light of improvements in other key performance areas, such as safety, the TVA Board determined that the 129 percent calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the payout.

Long-Term Retention Awards Earned.

Skaggs earned $383,000 in 2020 upon the vesting of the 2020 tranches of his 2018, 2019, and 2020 LTR program awards, respectively.

The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date.

However, several external measures were below target.

Long-Term Retention Award Payments Earned.

Rausch earned $277,750 in 2021 upon the vesting of the 2021 tranches of his 2019, 2020, and 2021 LTR program award.

The LTR program award vests ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

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Effective October 1, 2020, Mr.

Skaggs was granted a 2020–2022 LTP program award with a target opportunity of $990,000 which will vest on September 30, 2022.

Rausch was granted a 2021–2023 LTP program award with a target opportunity of $500,000, which will vest on September 30, 2023.

Actual payout will depend on performance against targets at the end of the three-year performance period.

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Effective October 1, 2020, Mr.

Skaggs was granted a 2020 LTR program award of $429,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

Rausch was granted a 2021 LTR program award of $330,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2021 as described above.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• First and foremost, led the operational teams to the best industrial safety performance in TVA history, with Serious Injury Rate improving to industry top decile and OSHA Injury Rate improving to industry top decile

• Led improvement efforts for critical support functions of supply chain, environmental programs, and security in 2020

• Led significant improvement of non-nuclear generation fleet performance in 2020, exceeding aggressive goals and contributing to lower fuel costs and considerable savings to customers

• Continuously improved transmission reliability in 2020, setting industry performance standards, and resulting in more reliable and higher-quality power delivery to industrial customers, LPCs, and communities

• Executed the Grid 2023 program, which is focused on building the integrated energy system of the future, on schedule and on budget

Executive Vice President and General Counsel

Joined TVA February 2015

• Effectively led strong TVA nuclear fleet progress towards best-in-class operation, substantially improving nuclear fleet performance metrics and making solid progress toward the enterprise objective that all nuclear units achieve top quartile performance in 2022.

• Completed 2021 with zero recordable injuries to TVA nuclear employees, effective with October 8, 2021 recorded data.

• Substantially strengthened nuclear safety culture and safety conscious work environment, including improvement of Employee Concerns Program effectiveness, leadership timeliness in addressing employee issues and workforce communication that were recognized by the NRC with the closure of work environment related open concerns.

• Completed the Extended Power Uprate program at Browns Ferry Nuclear Plant that increased cost effective power output by 11 percent and received nuclear industry recognition for project excellence.

• Completed a broad portfolio of investments that significantly improved nuclear fleet safety and reliability.

• Demonstrated nuclear value by delivering high reliability of the nuclear fleet through extreme winter weather and during the high load summer season.

• Completed a series of major nuclear plant refueling outages involving thousands of workers, largely on budget and on schedule despite challenges presented by the COVID-19 pandemic.

• Led a team that continued to advance the company's new nuclear program focused on deployment of light water Small Modular Reactors, which is a critical milestone in the development of this zero carbon generating resource.

In addition, formed a partnership focused on development of next generation reactors including construction of a molten fluoride salt test reactor at Oak Ridge.

• Championed the enterprise IwD Initiative, increasing diversity in the nuclear organization and mentoring the enterprise IwD Leadership Council.

Executive Vice President and General Counsel (effective March 2021;

former Senior Vice President, Vice General

Joined TVA June 2020

2021 TOTAL DIRECT COMPENSATION EARNED

Quirk's salary was increased three percent to $557,291 for 2020, reflecting strong performance and positioning to maintain a competitive base salary.

Fountain’s salary was increased 3.5 percent to $465,750 at the beginning of 2021 reflecting his superior performance and positioning to maintain a competitive base salary.

Fountain’s salary was also increased 15.9 percent to $540,000 in March 2021, with his selection as Executive Vice President and General Counsel.

EAIP Payment Earned.

Organizational performance under the TVA EAIP Scorecard exceeded target for all but one measure, resulting in a 137 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0x Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 1.0x for Ms.

Quirk for 2020 given her strong performance, including those considerations noted under 2020 Individual Performance Highlights.

Organizational performance under the TVA EAIP Scorecard exceeded target for all measures, resulting in a 142 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 100 percent for Mr.

Fountain for 2021 given his solid performance, including those considerations noted under 2021 Individual Performance Highlights.

Long-Term Incentives Earned

Long-Term Performance Award Payments Earned.

Organizational performance under the 2018–2020 LTP program was stronger than expected in key operational measures, resulting in significantly lower than expected Non-Fuel Delivered Cost of Power and Load Not Served.

However, several external measures failed to meet threshold targets.

Fountain did not participate in the 2019-2021 LTP program, and thus did not receive any LTP payout in 2021.

Long-Term Retention Award Payments Earned.

Quirk earned $290,667 in 2020 upon the vesting of the 2020 tranches of her 2018, 2019, and 2020 LTR program awards, respectively.

The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date.

Fountain earned $105,500 in 2021 as the first tranche of his 2021 LTR program.

The 2021 LTR award vests ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

2021–2023 Long-Term Performance Award Opportunity.

Effective October 1, 2019, Ms.

Quirk was granted a 2020–2022 LTP program award with a target opportunity of $695,000, which will vest on September 30, 2022.

Actual payout will depend on performance against targets at the end of the three-year performance period.

Effective October 1, 2020, Mr.

Fountain was granted a 2021-2023 LTP program award with a target opportunity of $375,000.

Effective March 5, 2021, Mr.

Fountain was awarded a prorated 2021-2023 LTP grant of $562,500, which will vest on September 30, 2023, and replaced the 2021-2023 LTP grant of $375,000.

The actual payout of the award will depend on performance against targets at the end of a three-year performance period.

2021 Long-Term Retention Award Opportunity.

Effective October 1, 2019, Ms.

Quirk was granted a 2020 LTR program award of $297,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

Effective October 1, 2020, Mr.

Fountain was granted a 2021 LTR program award of $249,000.

Effective with the March 5, 2021 selection, Mr.

Fountain was awarded a prorated 2021 LTR award of $316,500 which replaced the 2021 LTR program award of $249,000 made on October 1, 2020, and vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2021 as described above.

Other Compensation

Recruitment and Relocation Incentive.

Fountain was paid $100,000 in 2021 as the second installment of a deferred cash relocation incentive under his employment offer letter and $350,000 as the second installment of a deferred cash recruitment incentive under his employment offer letter.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Effectively led the activities of the Office of the General Counsel ("OGC) across multiple areas of law, including nuclear, regulatory, commercial, environmental, litigation, employment, natural resources, and others.

• Served a critical role as an insightful and prudent advisor to the Enterprise Leadership Team and to the TVA Board

• Supported the TVA Board in developing and implementing a number of changes intended to strengthen the company's governance and improve transparency

• Led OGC's critical role in the development of the Long-Term Partnership Proposal and Flexibility Program that was overwhelmingly adopted by local power companies

• Collaboratively restructured the legal department to align with the enterprise's focus of allocation of resources to risks

• Counseled enterprise through a variety of novel legal challenges

• Played key role in developing the basis and structure of the portfolio of COVID-19 pandemic-related programs delivered across the TVA service area

• Made a positive impact on the TVA workforce with actions to strengthen the TVA Ethics Program and TVA Diversity and Inclusion Program

• Led the OGC creation and execution of the OGC pro-bono legal support initiative which launched in Memphis, Tennessee and is already positively impacting lives

Executive Vice President and

Chief Nuclear Officer (effective November 13, 2020;

formerly Senior Vice President and Chief Nuclear Officer)

Joined TVA October 2018

• Served a critical role as an insightful, strategic, and trusted advisor to the Enterprise Leadership Team and to the TVA Board.

• Counseled the enterprise through a variety of novel legal challenges including challenges to the public power model established by the TVA Act and a favorable decision in the Nuclear Development lawsuit related to the disposition of the Bellefonte Nuclear Plant site.

• As Corporate Secretary supported the TVA Board in developing and implementing changes intended to strengthen the company's governance and improve transparency, including restructuring Board Committees.

• As Vice General Counsel, led TVA's response to Executive Orders and interactions with other federal offices that successfully resolved significant issues and built confidence and trust.

• Continued to successfully support the organization in developing the basis and structure of the portfolio of COVID-19 pandemic-related programs delivered across the TVA service area.

• Took significant steps to strengthen the TVA Ethics Program, including completion of a comprehensive program assessment and development of a long-term improvement plan

• Successfully completed the transition of the OGC organization from the prior General Counsel, building employee confidence and engagement.

• Expanded the OGC's pro-bono legal support initiative that is positively impacting lives in support of TVA's mission of service.

Executive Vice President and Chief Operating Officer

Joined TVA June 2021

2021 TOTAL DIRECT COMPENSATION EARNED

Rausch's salary was increased three percent to $535,600 for 2020, reflecting strong performance and positioning to maintain a competitive base salary.

Moul’s salary was approved as $765,000 commensurate with his employment on June 21, 2021 as Executive Vice President and Chief Operating Officer.

Salary earned in 2021 was $205,962.

EAIP Payment Earned.

Organizational performance under the TVA EAIP Scorecard exceeded target for all but one measure, resulting in a 137 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0x Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 1.0x for Mr.

Rausch for 2020 given his strong performance, including those considerations noted under 2020 Individual Performance Highlights.

Organizational performance under the TVA EAIP Scorecard exceeded target for all measures, resulting in a 142 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 115 percent for Mr.

Moul for 2021 given his strong performance, including those considerations noted under 2021 Individual Performance Highlights.

Long-Term Incentives Earned

Long-Term Performance Award Payments Earned.

However, several external measures were below target.

Long-Term Retention Award Payments Earned.

Rausch earned $167,750 in 2020 upon the vesting of the 2020 tranches of his 2019 and 2020 LTR program award.

The LTR program award vests ratably over a three-year period, subject to continued employment on each vesting date.

Moul earned $327,084 in 2021 upon the vesting of the 2021 tranches of his 2019, 2020 and 2021 LTR program awards.

The LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

2021–2023 Long-Term Performance Award Opportunity.

Effective with his hire, Mr.

Moul was granted a prorated 2021-2023 LTP program award with a target opportunity of $588,750 which will vest on September 30, 2023.

The actual payout of the award will depend on performance against targets at the end of the three-year performance period.

2021 Long-Term Retention Award Opportunity.

Effective with his hire, Mr.

Moul was granted a prorated 2021-2023 LTR program award of $588,750 that vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2021 as described above.

Other Compensation

Recruitment and Relocation Incentive.

Moul was paid $650,000 in 2021 as the first installment of a deferred cash recruitment and relocation incentive under his employment offer letter.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Completed a highly successful 100-day Chief Operating Officer transition plan that maintained operational quality, built employee confidence, and effectively completed the turnover of the Chief Operating Officer position with Mr.

Skaggs coincident with the end of the fiscal year.

• Effectively engaged with the staff and coordinated system and river operations activities through a significant rainfall year and the highest load period in nearly a decade without customer interruption or price instability.

• Quickly acclimated to the TVA organization, culture, and operation and established himself as an effective senior executive.

• Completed an extensive program of customer and stakeholder outreach to establish the constructive relationships needed to effectively lead the enterprise, receiving strong positive stakeholder feedback on this critical executive turnover.

• Effectively led organizational response to a series of COVID-related Executive Orders in a manner that satisfied these directives without disrupting performance.

• Led the organizational response to a tragic contract employee fatality, supporting the responsible contract partner company in their investigation and ensuring that TVA learned all appropriate lessons and took timely improvement actions.

Executive Vice President and Advisor to the Chief Operating Officer (effective June 2021;

former Executive Vice President and Chief Operating Officer)

Joined TVA February 1994

2021 TOTAL DIRECT COMPENSATION EARNED

Skaggs's salary was increased four percent to $689,936 for 2021, reflecting strong performance and positioning to maintain a competitive base salary.

EAIP Payment Earned.

Organizational performance under the TVA EAIP Scorecard exceeded target for all measures, resulting in a 142 percent payout percentage.

Company performance under the TVA Corporate Multiplier measures was strong for nearly all measures despite the continued challenges presented by COVID-19.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

The CEO approved an Individual Performance Multiplier of 115 percent for Mr.

Skaggs for 2021 given his strong performance, including those considerations noted under 2021 Individual Performance Highlights.

Long-Term Incentives Earned

Long-Term Performance Awards Earned.

Organizational performance under the 2019-2021 LTP program was stronger than expected in key operational measures, resulting in significantly lower than expected Non-Fuel Delivered Cost of Power and Load Not Served.

However, several external measures were below target.

Long-Term Retention Awards Earned.

Skaggs earned $451,000 in 2021 upon the vesting of the 2021 tranches of his 2019, 2020, and 2021 LTR program awards, respectively.

The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

2021–2023 Long-Term Performance Award Opportunity.

Effective October 1, 2020, Mr.

Rausch was granted a 2020–2022 LTP program award with a target opportunity of $500,000, which will vest on September 30, 2022.

Skaggs was granted a 2021–2023 LTP program award with a target opportunity of $1,175,000 which will vest on September 30, 2023.

Actual payout will depend on performance against targets at the end of the three-year performance period.

1 unchanged sentence

Effective October 1, 2020, Mr.

Rausch was granted a 2020 LTR program award of $330,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

Skaggs was granted a 2021 LTR program award of $504,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2021 as described above.

Other Compensation

Performance Incentive Arrangement.

Rausch earned $350,000 in 2020 pursuant to the Performance Incentive Arrangement ("PIA") award opportunity that was granted to him in connection with his employment agreement in 2018.

The award opportunity was granted in order to compensate Mr.

Rausch for incentive awards forfeited upon joining TVA but were payable subject to the CEO's evaluation of Mr.

Rausch's performance.

Given his strong performance, including those considerations noted under 2020 Individual Performance Highlights, Mr.

Rausch received his maximum opportunity under the PIA award.

Recruitment and Relocation Incentive.

Rausch was paid $100,000 in 2020 as the second and final tranche of a recruitment and relocation incentive under his employment offer letter.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Led strong TVA nuclear fleet progress towards best-in-class operation

• Developed and implemented Nuclear Excellence Plan, resulting in stronger nuclear fleet performance

• Led Extended Power Uprate program at Browns Ferry Nuclear plant that increased cost effective power output by 14 percent and received nuclear industry recognition for project excellence

– Browns Ferry Nuclear Unit 1 completed the longest continuous operating run in its history

• Led four major nuclear plant refueling outages involving thousands of workers, with three completed under budget and two completed on schedule despite challenges presented by the COVID-19 pandemic

– Sequoyah Nuclear Plant, Unit 2, completed its outage in 23 days, which is top quartile performance and contributed to lower fuel costs

• Led the organization in achieving the industry's first Early Site Permit for Small Modular Reactors, which is a critical milestone in the development of this future zero carbon generating resource

CEO Pay Ratio Disclosure

• The total compensation for the CEO position for 2020 was $7,297,233.

• For 2020, the median employee's annual total compensation was $136,920.

Based on this information, the pay ratio of the total compensation for the CEO position to the median employee was approximately 53 to 1.

To identify the median employee and to determine the annual total compensation of the median employee, TVA took the following steps:

• TVA selected September 30, 2020, as the date on which to identify its median employee.

On September 30, 2020, TVA's employee population (including full-time, part-time, and temporary employees) consisted of 9,942 individuals located in the U.S.

Box 5 compensation was used as it is representative of the compensation received by all employees and is readily available and objective.

• After identifying its median employee, TVA calculated that employee's compensation for 2020 as though that compensation were being calculated for purposes of the Summary Compensation Table, resulting in annual total compensation of $136,920.

The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

• Led the operational teams to the best industrial safety performance in TVA history for the second consecutive year, with top quartile Serious Injury Rate and top decile OSHA Injury Rate.

• Provided exceptional reliability during two extreme cold and heat-related weather events, delivering high generating station performance, strong transmission system performance, and outstanding system management.

• Continuously improved transmission reliability in 2021, again setting industry performance standards, and resulting in more reliable and higher-quality power delivery to industrial customers, LPCs, and communities.

• Led significant improvement of non- nuclear generation fleet performance in 2021, exceeding aggressive goals and contributing to lower fuel costs and considerable savings to customers.

• Progressed the Grid of Tomorrow program, which is focused on building the integrated energy system of the future, on schedule and on budget.

• Continued to build TVA's ESG program and issued TVA's second Sustainability Report, clearly communicating TVA's leadership position in this important dimension of corporate stewardship.

• Led improvement efforts for critical support functions of supply chain, environmental programs, and security.

• Evaluated, assisted in lessons learned incorporation, and provided meaningful mentorship for the Watts Bar Unit 2 Nuclear Plant Steam Generator Project.

• Advised the TVA nuclear team in developing the Small Modular Reactor program, a key to achieving future carbon reduction goals.

Executive Compensation Tables and Narrative Disclosures

12 unchanged sentences

Executive Officer 2019 445,846 380,000 861,969 (7)

5,970,873 (8)

504,835 8,163,523

Thomas, III 2021 $ 710,711 $ — $ 2,423,003 $ 767,504 $ 21,375 $ 3,922,593

Executive Vice President 2019 648,208 52,500 1,804,797 (7)

Executive Vice President and 2020 666,584 — 2,210,410 (9)

21,000 3,878,214

Chief Financial and Strategy Officer 2019 648,208 52,500 1,804,797 (11)

1,076,752 (12)

and Chief Financial Officer 2018 629,023 — 1,692,318 (9)

20,625 3,602,882

Skaggs 2020 $ 663,400 $ — $ 2,150,295 $ 1,609,999 $ 12,600 $ 4,436,294

Executive Vice President 2019 614,692 52,500 1,716,194 (11)

Timothy Rausch 2021 $ 551,668 $ — $ 1,387,136 $ 237,895 $ 25,650 $ 2,202,349

Senior Vice President 2020 535,600 — 1,031,390 (13)

159,794 1,833,212

and Chief Nuclear Officer 2019 502,000 — 713,750 (15)

255,735 1,544,269

David Fountain 2021 $ 507,444 $ — $ 567,163 $ 4,167 $ 479,295 $ 1,558,069

Executive Vice President 2020 — — — — — —

and General Counsel 2019 — — — — — —

Donald Moul 2021 $ 205,962 $ — $ 648,869 $ — $ 678,098 $ 1,532,929

Executive Vice President 2020 — — — — — —

and Chief Operating Officer 2019 — — — — — —

12,150 2,275,912

Quirk 2020 $ 557,291 $ — $ 1,695,859 $ 360,648 $ 25,200 $ 2,638,998

Skaggs 2021 $ 689,936 $ — $ 2,645,932 $ 1,223,557 $ 12,825 $ 4,572,250

Executive Vice President 2020 663,400 — 2,150,295 (17)

1,609,999 (18)

and General Counsel 2018 511,254 — 1,288,900 (17)

12,600 4,436,294

Rausch 2020 $ 535,600 $ — $ 1,031,390 $ 106,428 $ 159,794 $ 1,833,212

Executive Vice President 2019 502,000 — 713,750 (19)

and Advisor to the CEO 2019 614,692 52,500 1,716,194 (19)

2,017,130 (20)

and Chief Nuclear Officer

(1) The 2020 data is outlined in the table below.

Lyash John M.

Thomas, III Michael D.

Skaggs Sherry A.

Quirk Timothy S.

LTP Scorecard Adjustment $ — $ — $ — $ — $ —

Sign-on Bonus —

Total $ — $ — $ — $ — $ —

12,375 4,412,891

(1) There were no bonus awards in 2021.

(2) The 2021 data is outlined in the table below.

1 unchanged sentence

Lyash John M.

Thomas, III Michael D.

Skaggs Sherry A.

Quirk Timothy S.

Thomas, III Timothy

Rausch David Fountain Donald Moul Michael D.

EAIP $ 2,928,750 $ 847,736 $ 575,776 $ 461,663 $ 235,435 $ 901,332

6 unchanged sentences

416,300 147,000 110,000 105,500 196,250 168,000

Performance Incentive Arrangement ("PIA") (D)

— — — — 350,000

Total $ 6,354,730 $ 2,423,003 $ 1,387,136 $ 567,163 $ 648,869 $ 2,645,932

2 unchanged sentences

(D) Represents the maximum amount payable for the second payment of the PIA.

(3) The 2021 data is outlined in the table below.

1 unchanged sentence

Lyash John M.

Thomas, III Michael D.

Skaggs Sherry A.

Quirk Timothy S.

Thomas, III Timothy

Rausch David Fountain Donald Moul Michael D.

Increase under TVARS Plans $ — $ 17,652 $ — $ — $ — $ 41,797

4 unchanged sentences

Lyash John M.

Thomas, III Michael D.

Skaggs Sherry A.

Quirk Timothy S.

Thomas, III Timothy

Rausch David Fountain Donald Moul Michael D.

401(k) Matching Contribution $ 12,825 $ 12,825 $ 12,825 $ 12,825 $ 7,944 $ 12,825

Non-Elective 401(k) Contribution 12,825 8,550 12,825 12,825 9,268 —

Recruitment/Relocation Incentive 1,092,000 — — — 100,000

Deferred Cash Recruitment/Relocation Incentive 292,000 — — 450,000 (A)

Relocation Benefits — — — 3,645 10,886 —

Total $ 317,650 $ 21,375 $ 25,650 $ 479,295 $ 678,098 $ 12,825

(A) Under the terms of his offer letter, Mr.

Fountain is required to repay to TVA deferred cash relocation incentive payments in the amount of $150,000 if, prior to June 1, 2022, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) he is terminated for cause.

In addition, Mr.

Fountain is required to repay to TVA deferred cash relocation incentive payments in the amount of $100,000 if, prior to June 1, 2023, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) he is terminated for cause.

(B) Under the terms of his offer letter, Mr.

Moul is required to repay to TVA deferred cash recruitment and relocation incentive payments in the amount of $650,000 if, prior to June 21, 2023, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) he is terminated for cause.

(5) Represents $2,391,609 awarded under the EAIP and $338,000 awarded under the LTR.

(6) Reflects increase of $2,271,647 under the SERP.

(7) Represents $861,969 awarded under the EAIP.

(8) Reflects increase of $5,970,873 under the SERP.

(7) Represents $660,630 awarded under the EAIP, $817,500 awarded under the LTIP, and 326,667 awarded under the LTR.

(9) Represents $730,576 awarded under the EAIP, $1,096,500 awarded under the LTP, and $383,334 awarded under the LTR.

(10) Reflects increases of $34,401 under the Cash Balance Pension and $945,819 under the SERP.

(9) Represents $653,452 awarded under the EAIP, $772,200 awarded under the LTIP, and $266,666 awarded under the LTR.

(11) Represents $660,630 awarded under the EAIP, $817,500 awarded under the LTP, and $326,667 awarded under the LTR.

(12) Reflects increases of $60,304 under the Cash Balance Pension and $1,016,448 under the SERP.

(13) Represents $513,640 awarded under the EAIP, $167,750 awarded under the LTR, and $350,000 awarded under a Performance Incentive Arrangement.

(14) Reflects increase of $106,428 under the SERP.

(15) Represents $406,000 awarded under the EAIP, $57,750 awarded under the LTR, and $250,000 awarded under a Performance Incentive Arrangement.

(16) Reflects increase of $72,784 under the SERP.

(17) Represents $799,795 awarded under the EAIP, $967,500 awarded under the LTP, and $383,000 awarded under the LTR.

(18) Reflects increases of $55,129 under the Cash Balance Pension and $1,554,870 under the SERP.

(13) Represents $540,800 awarded under the EAIP, $648,000 awarded under the LTIP, and $233,333 awarded under the LTR.

(14) Represents increases of $49,607 under the Cash Balance Pension and $271,071 under the SERP.

(19) Represents $575,360 awarded under the EAIP, $817,500 awarded under the LTP, and $323,334 awarded under the LTR.

(16) Reflects increases of $401,540 under the SERP.

(17) Represents $464,100 awarded under the EAIP, $604,800 awarded under the LTIP, and $220,000 awarded under the LTR.

(18) Reflects an increase of $207,166 under the SERP.

(19) Represents $406,000 awarded under the EAIP, $57,750 awarded under the LTR, and $250,000 awarded under a Performance Incentive Arrangement.

(20) Reflects an increase of $72,784 under the SERP.

(20) Reflects increases of $91,600 under the Cash Balance Pension and $1,925,530 under the SERP.

The following table provides information on non-equity incentive plan opportunities and grants provided to NEOs and the possible range of payouts associated with the opportunities and grants.

Awards under the EAIP, LTP, LTR, and PIA that vested as of September 30, 2020, will be paid in cash during the first quarter of 2021.

Awards under the EAIP, LTP, and LTR that vested as of September 30, 2021, will be paid in cash during the first quarter of 2022.

GRANTS OF PLAN-BASED AWARDS TABLE

10 unchanged sentences

$ 825,000 $ 1,650,000 $ 2,475,000 9/30/2021

1,012,000 2,024,000 3,036,000 9/30/2021

LTR 2020-02 (5)

338,000 338,000 9/30/2021

LTR 2021-01 (5)

416,300 416,300 9/30/2021

$ 1,170,500 $ 2,341,000 $ 3,511,500 9/30/2022

LTR 2020-03 (5)

338,000 338,000 9/30/2022

LTR 2021-02 (5)

416,300 416,300 9/30/2022

1,457,050 2,914,100 4,371,150 9/30/2023

LTR 2021-03 (5)

17 unchanged sentences

147,000 147,000 9/30/2023

Skaggs EAIP (3)

Timothy Rausch EAIP (3)

$ 193,084 $ 386,168 $ 579,252 9/30/2021

14 unchanged sentences

110,000 110,000 9/30/2023

Quirk EAIP (3)

David Fountain EAIP (3)

$ 162,557 $ 325,114 $ 487,672 9/30/2021

LTR 2021-01 (5)

105,500 105,500 9/30/2021

$ 187,500 $ 375,000 $ 562,500 9/30/2022

LTR 2021-02 (5)

105,500 105,500 9/30/2022

281,250 562,500 843,750 9/30/2023

LTR 2021-03 (5)

105,500 105,500 9/30/2023

Donald Moul EAIP (3)

$ 72,087 $ 144,173 $ 216,260 9/30/2021

32,709 65,417 98,126 (8)

LTR 2019-03 (5)

21,806 21,806 (9)

LTR 2020-02 (5)

109,028 109,028 (10)

1 unchanged sentence

196,250 196,250 (11)

$ 163,542 $ 327,083 $ 490,625 (12)

LTR 2020-03 (5)

109,028 109,028 (10)

LTR 2021-02 (5)

196,250 196,250 (11)

294,375 588,750 883,125 (13)

LTR 2021-03 (5)

196,250 196,250 (11)

Rausch EAIP (3)

Skaggs EAIP (3)

$ 275,975 $ 551,949 $ 827,924 9/30/2021

490,000 980,000 1,470,000 9/30/2021

LTR 2019-03 (5)

2 unchanged sentences

143,000 143,000 9/30/2021

LTR 2021-01 (5)

168,000 168,000 9/30/2021

$ 495,000 $ 990,000 $ 1,485,000 9/30/2022

LTR 2020-03 (5)

11 unchanged sentences

Thomas, 80 percent;

Skaggs, 80 percent;

Quirk, 70 percent;

Rausch, 70 percent;

Fountain, 70 percent;

Moul, 70 percent;

Skaggs, 80 percent.

Additionally, a corporate multiplier ranging between 0.00 and 1.00 may be applied which can reduce the award to $0.

2 unchanged sentences

See Compensation Discussion and Analysis for a discussion of how each award was determined.

(4) LTP awards were granted October 1, 2017, and vested September 30, 2020.

Thomas and Mr.

Fountain's target incentive opportunities are prorated based on the number of days worked in each position during the performance cycle.

Moul did not work a full year, and his target incentive opportunity is prorated based on the numbers of days worked in the performance cycle.

Lyash's LTP award was granted October 1, 2019, and vested September 30, 2021.

Moul's LTP award was granted as part of his employment offer and vested September 30, 2021.

All other LTP awards were granted October 1, 2018, and vested September 30, 2021.

At the end of the performance period, TVA's LTIP Scorecard was applied to the grants in order to determine award payouts.

Award payouts are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

Fountain did not participate in the 2019-2021 LTP program.

(5) All LTR awards will be paid in a lump sum within two months of the September 30th vesting date.

3 unchanged sentences

Actual LTR awards earned in 2021 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

Lyash's LTP award was granted October 1, 2019, and will vest September 30, 2021.

All other LTP awards were granted October 1, 2018, and will vest September 30, 2021.

Fountain's LTP award was granted as part of his employment offer and will vest September 30, 2022.

Moul's LTP award was granted as part of his employment offer and will vest September 30, 2022.

All other LTP awards were granted effective October 1, 2019 and will vest September 30, 2022.

At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine award payouts.

The final award may be adjusted by the TVA Board based on the evaluation of the participant's individual achievements, peer group comparisons, and performance results over the performance cycle.

(7) LTP awards were granted October 1, 2019, and will vest September 30, 2022.

Moul's LTP award was granted as part of his employment offer and will vest September 30, 2023.

All other LTP awards were originally granted October 1, 2020, and will vest September 30, 2023.

Effective March 5, 2021, Mr.

Fountain was awarded a prorated 2021-2023 LTP grant of $562,500, which will vest on September 30, 2023, and replaced the 2021-2023 LTP grant of $375,000 made on October 1, 2020.

In addition, effective June 7, 2021, Mr.

Thomas was awarded a prorated 2021-2023 LTP grant of $1,039,000, which will vest on September 30, 2023, and replaced the 2021-2023 LTP grant of $1,000,000 made on October 1, 2020.

At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine award payouts.

The final award may be adjusted by the TVA Board based on the evaluation of the participant's individual achievements, peer group comparisons, and performance results over the performance cycle.

(8) Reflects the maximum award Mr.

Rausch was eligible to receive under a PIA.

The actual award to be paid to Mr.

Rausch is reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.

(8) Reflects prorated amount of 3/36th of the target grant amount of $785,000 for the 2019-2021 LTP performance cycle.

(9) Reflects prorated amount of 3/36th of the LTR grant of $785,000 for the 2019-2021 retention cycle.

(10) Reflects prorated amount of 15/36th of the LTR grant of $785,000 for the 2020-2022 retention cycle.

(11) Reflects prorated amount of 27/36th of the LTR grant of $785,000 for the 2021-2023 retention cycle.

(12) Reflects prorated amount of 15/36th of the target grant amount of $785,000 for the 2020-2022 LTP performance cycle.

(13) Reflects prorated amount of 27/36th of the target grant amount of $785,000 for the 2021-2023 LTP performance cycle.

Retirement and Pension Plans

9 unchanged sentences

SERP Tier 1 15.833 5,384,711 —

Skaggs TVARS 26.583 772,678 —

Timothy Rausch TVARS N/A N/A (3)

SERP Tier 1 2.917 417,107 —

Quirk TVARS N/A N/A (4)

David Fountain TVARS N/A N/A (3)

SERP Tier 1 1.333 4,167 —

Rausch TVARS N/A N/A (4)

Donald Moul TVARS N/A N/A (3)

SERP Tier 1 0.250 — —

Skaggs TVARS 27.583 814,475 —

SERP Tier 1 24.000 (4)

(1) Limited to 24 years when determining supplemental benefits available under SERP Tier 1, described below.

5 unchanged sentences

Lyash had 2.417 years of service.

The Present Value of the Accumulated SERP benefit with 6.417 years of credited service is $4,558,306.

The present value of the accumulated SERP benefit with 7.417 years of credited services is $6,156,339.

The present value of the accumulated SERP benefit with 12.417 years of credited service is $10,352,820.

Fountain, and Mr.

Moul are not eligible to participate in the TVARS Pension Plan since they were hired after June 30, 2014.

Skaggs has reached the 24-year service cap allowed under the SERP.

Quirk, and Mr.

Rausch are not eligible to participate in the TVARS Pension Plan since they were hired after June 30, 2014.

Qualified Retirement Plans

1 unchanged sentence

• Employees who were first hired prior to January 1, 1996, receive (i) a traditional pension benefit calculated based on the employee's creditable service, the employee's average monthly salary for the highest three consecutive years of eligible compensation, and a pension factor based on the employee's age and years of service, less a Social Security offset, and (ii) 401(k) plan matching contributions from TVA.

The 401(k) plan matching contribution is $0.25 on every dollar contributed by the employee up to 1.5 percent of eligible compensation.

The 401(k) plan matching contribution is $0.25 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 1.5 percent of eligible compensation.

None of the NEOs are in this group.

2 unchanged sentences

The interest rate during 2021 was six percent.

The 401(k) plan matching contribution is $0.75 on every dollar contributed by the employee up to 4.5 percent of eligible compensation.

The 401(k) plan matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation.

Skaggs is in this group.

• Employees who were first hired on or after January 1, 1996, and who had 10 or more years of service as of October 1, 2016, receive (i) a cash balance pension benefit calculated based on (a) pay-based credits and interest that accrue over time in the employee's account and (b) the employee's age at the time of retirement, and (ii) 401(k) plan non-elective and matching contributions from TVA.

The monthly pay credits are equal to three percent of eligible compensation, and monthly interest is credited at an annual interest rate equal to the change in the CPI-U plus two percent (with a minimum of 4.75 percent and a maximum of 6.25 percent).

maximum of 6.25 percent).

The interest rate during 2021 was 4.75 percent.

The 401(k) plan automatic, non-elective contribution is equal to three percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to 4.5 percent of eligible compensation.

Thomas is in this group.

3 unchanged sentences

The interest rate during 2021 was 4.75 percent.

The 401(k) plan automatic, non-elective contribution is equal to six percent of eligible compensation, and the matching contribution is dollar-for-dollar on employee contributions up to six percent of eligible compensation.

None of the NEOs are in this group.

• Employees who were hired prior to July 1, 2014, and who elected to waive their cash balance retirement benefit and transfer their cash balance account to the 401(k) plan effective October 1, 2018, receive a retirement benefit in the 401(k) plan only.

The 401(k) plan is an automatic, non-elective contribution that is equal to six percent of eligible compensation, and the matching contribution is dollar-for-dollar on employee contributions up to six percent of the eligible compensation.

None of the NEOs are in this group.

• Employees who were first hired on or after July 1, 2014 (or who were rehired and were either previously not vested in the pension plan or cashed out their pension benefit) receive a retirement benefit in the 401(k) plan only.

The 401(k) plan automatic, non-elective contribution is equal to 4.5 percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to 4.5 percent of eligible compensation.

Rausch, and Ms.

Quirk are in this group.

Fountain, and Mr.

Moul are in this group.

Cash Balance Pension .

23 unchanged sentences

At five years of vesting service, the vested percentage of retirement benefits is 50 percent and increases thereafter by 10 percent for each full additional year of service, reaching 100 percent vesting for 10 or more years of vesting service.

Thereafter, any vested and accrued benefits are reduced by 10/12 percent for each month that the date of benefit commencement precedes the participant's 62nd birthday up to a maximum reduction of 70 percent.

Thereafter, any vested and accrued benefits are reduced by 10/12

percent for each month that the date of benefit commencement precedes the participant's 62nd birthday up to a maximum reduction of 70 percent.

For purposes of the SERP, an "approved" termination means termination of employment with TVA due to (i) retirement on or after the participant's 62nd birthday, (ii) retirement on or after attainment of actual age 55, if such retirement has the approval of the TVA Board or its delegate, (iii) death in service as an employee, (iv) disability (as defined under the Rules and Regulations of the TVARS) as determined by the Retirement Committee, or (v) any other circumstance approved by the TVA Board or its delegate.

23 unchanged sentences

Thomas, III — — — — —

Timothy Rausch — — — — —

David Fountain — — — — —

Donald Moul — — — —

Skaggs — — 694,097 (1)

— 6,041,126 (2)

Quirk — — — — —

Rausch — — — — —

(1) Includes vested earnings.

7 unchanged sentences

Upon termination of employment, funds are distributed pursuant to elections made in accordance with applicable IRS regulations.

Executive Severance Plan

On February 10, 2021, TVA’s CEO established the TVA Executive Severance Plan (the “Severance Plan”), including the eligibility of TVA’s NEOs (other than the CEO) to participate in the Severance Plan.

On February 11, 2021, the TVA Board approved the CEO’s participation in the Severance Plan as part of the overall market review of CEO compensation.

The Severance Plan provides that if TVA terminates an NEO’s employment other than for Gross Misconduct (as defined below) or such participant terminates employment for Good Reason (as defined below), such participant will be eligible to receive the following benefits in addition to his or her accrued compensation:

• A lump sum severance payment equal to the applicable multiplier times the sum of the employee’s annual base salary and target annual incentive, and continued healthcare benefits for a number of complete or partial years equal to such multiplier.

The applicable multiplier is 1.5 for the CEO and 1.0 for the other NEOs, or, if the qualifying separation occurs within 24 months following a Change in Control (as defined below) of TVA, then the applicable multiplier is 3.0 for the CEO and 2.0 for the other NEOs.

• Any earned but unpaid incentive payments, and a prorated annual incentive payment for the year of termination based on actual (or, if the qualifying separation occurs within 24 months following a Change in Control of TVA, based on target) achievement of performance goals.

• If the qualifying separation occurs within 24 months following a Change in Control of TVA, then a lump sum cash payment equal to the sum of (a) any LTIP performance awards the performance cycle of which is in progress on the participant's separation date, non-prorated and calculated based on target achievement of performance goals, and (b) any LTIP retention awards the retention cycle of which is in progress on the participant's separation date, non-prorated and calculated as if all such awards are fully vested.

• If the qualifying separation occurs within 24 months following a Change in Control of TVA, a waiver of the five-year vesting requirement set forth in Section 4.1(a) of the TVA Supplemental Executive Retirement Plan pursuant to its terms.

In order to receive severance benefits under the Severance Plan, participants must timely execute (and not revoke) a release of claims in favor of TVA and comply with all applicable post-separation restrictive covenants.

The terms of the Severance Plan will supersede rights and obligations with respect to severance under existing agreements to which Severance Plan participants are a party.

Under the Severance Plan, a Change in Control shall be deemed to have occurred on the earliest of the following dates:

• the date when the United States ceases to have an ownership interest of at least fifty percent (50%) of TVA;

• the date one or more entities acquire (or have acquired during the 12-month period ending on the date of the most recent acquisition by such entity or entities) assets from TVA that have a total gross fair market value (without regard to any debt) equal to or more than thirty percent (30%) of the total gross fair market value of all of the assets of TVA immediately before such most recent acquisition;

• the date that a majority of the members of the TVA Board is no longer appointed and confirmed in accordance with the provisions of Section 2(a)(1) of the TVA Act;

• the date a complete liquidation or winding-up of TVA is consummated;

• the date that an entity such as an organization, board, commission, authority, department, or agency succeeds to the principal functions of, or powers and duties granted to, TVA;

• the date of enactment or effectiveness of any applicable law, statute, rule, regulation, order, decree, ruling, or writ of a governmental or regulatory agency, entity, or official of competent jurisdiction that materially limits the TVA Board’s authority to establish or renew a participant’s total direct compensation.

Under the Severance Plan, Good Reason shall mean the occurrence of any of the following:

• a material adverse change in the participant’s authority, duties, or responsibilities (excluding during any period of participant’s physical or mental incapacity) with respect to his or her employment with TVA without the participant’s prior written consent;

• a material reduction in the participant’s base salary without the participant’s prior written consent (other than any reduction applicable to management employees generally);

• an actual change in the participant’s principal work location by more than 50 miles and more than 50 miles from the participant’s principal place of abode as of the date of such change in job location without the participant’s prior written consent;

• a material breach by TVA of any term or provision of the Severance Plan without the participant’s prior written consent.

A participant may be considered to have Good Reason to terminate employment for purposes of the Severance Plan only if the participant provides written notice to TVA of termination within 30 days of the occurrence of the applicable event(s) or, if later, within 30 days of the date the participant has knowledge that such event(s) occurred.

An event constituting Good Reason shall no longer constitute Good Reason if the circumstances described in the Good Reason notice are cured by TVA within 30 days following receipt of the Good Reason notice.

Under the Severance Plan, Gross Misconduct shall mean any of the following:

• misconduct involving dishonesty, fraud, or gross negligence that directly results in significant economic or reputational harm to TVA;

• insubordination, intentional neglect of duties, or refusal to cooperate with investigations of TVA’s business practices;

• conviction of a crime amounting to a felony under the laws of the United States or any of the several states, or a crime of moral turpitude;

• a significant violation of TVA’s Code of Ethics or Code of Conduct;

• disclosure without authorization of proprietary or confidential information of TVA.

Potential Payments on Account of Resignation, Retirement, Termination without Cause, Termination with Cause, Death, or Disability

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All of the NEOs would also be entitled to payments from plans generally available to TVA employees under the specific circumstances of termination of employment, including the health and welfare and pension plans and amounts in the 401(k) plan.

Lyash Resignation Retirement Termination without Cause Termination

Lyash Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

(Non-CIC) (2)

Termination without Cause or Resignation for Good Reason (CIC) (2)

with Cause Death/Disability

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4,046,300 4,046,300 6,156,339 6,156,339 4,046,300 6,156,339 (4)

3,483,046 3,483,046 4,558,306 3,483,046 4,558,306 (3)

EAIP 2,928,750 2,928,750 2,928,750 2,928,750 2,928,750 2,928,750

Recruitment/Relocation Incentive (4)

Deferred Cash Recruitment/Relocation Incentive (5)

292,000 292,000 292,000 292,000 292,000 292,000

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2,671,680 7,926,780 2,671,680 5,203,713 (9)

1,792,333 (9)

Deferred Compensation — — — — — —

Total Value of Potential Payments $ 10,693,030 $ 10,693,030 $ 16,928,069 $ 27,478,769 $ 10,693,030 $ 15,851,019

(1) In February 2019, TVA entered into an arrangement with Mr.

Lyash that provides a lump-sum payment equal to one year's annual salary and one year's executive annual incentive based on 100 percent target payout in the event TVA terminates his employment without cause.

For purposes of this provision, termination without cause includes constructive termination which will be deemed to occur if Mr.

Lyash terminates his employment because he is asked to take a new position with TVA with a material reduction in level of authority, duties, compensation, and benefits.

This provision will not apply, and no lump-sum payment will be made, in the event Mr.

Lyash voluntarily terminates his employment or voluntarily retires, or his employment is terminated "for cause" as defined in the agreement.

(1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason.

(2) The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation.

The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definitions of Gross Misconduct, Good Reason, and Change in Control and for a discussion of the benefits provided to NEOs under the Severance Plan.

(3) In February 2019, TVA entered into an arrangement with Mr.

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Survivor will receive 50 percent of the reported value.

Lyash received a Recruitment/Relocation Incentive of $1,784,000 upon employment, and $1,092,000 of this amount vested on September 30, 2020.

Lyash received a deferred cash recruitment/relocation Incentive of $1,784,000 upon employment, and $292,000 of this amount vested on September 30, 2021.

(6) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

(7) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

(7) The LTIP provides that in the event of the retirement of a participant, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated using the actual percent of opportunity achieved and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

The amount included in the table assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2021 and September 30, 2022.

(8) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will

be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle

(8) Is not eligible to retire based on definition in the LTIP plan.

(9) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle.

(10) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

Thomas, III Resignation Retirement Termination without Cause Termination with Cause Death Disability

Thomas, III Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

(Non-CIC) (2)

Termination without Cause or Resignation for Good Reason (CIC) (2)

Termination with Cause Death/Disability

Severance Agreement (1)

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2,161,267 3,180,600 1,161,600 2,161,267 (10)

2,009,833 (10)

Deferred Compensation — — — — — —

Total Value of Potential Payments $ 7,807,714 $ 8,807,381 $ 10,184,381 $ 13,014,714 $ 7,807,714 $ 8,999,881

Thomas does not have a severance agreement with TVA.

(1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason.

The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control.

(3) Represents the present value of the accumulated benefit.

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(5) Assumes that the TVA Board or its delegate determines that the termination is an approved termination under SERP.

See Retirement and Pension Plans — Supplemental Executive Retirement Plan above for a discussion of approved and unapproved terminations under SERP.

See Executive Compensation Tables and Narrative Disclosures — Retirement and Pension Plans — Supplemental Executive Retirement Plan above for a discussion of approved and unapproved terminations under SERP.

(6) In the event of death while employed by TVA, the beneficiary would receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit.

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(11) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

Skaggs Resignation Retirement Termination without Cause Termination with Cause Death Disability

Timothy Rausch Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

(Non-CIC) (2)

Termination without Cause or Resignation for Good Reason (CIC) (2)

Termination with Cause Death/Disability

Severance Agreement $ — $ — $ 937,836 $ 1,875,671 $ — $ —

417,107 (5) (6)

SERP 7,893,997 (2) (3) (4)

7,893,997 (2) (3) (4)

7,893,997 (2) (5)

7,893,997 (2) (3)

EAIP 575,776 575,776 575,776 575,776 575,776 575,776

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533,610 1,533,610 533,610 1,033,610 (10) (11)

1,950,833 (10)

Deferred Compensation — — — — — —

5,347,029 5,347,029 5,347,029 5,347,029 5,347,029 5,347,029

Total Value of Potential Payments $ 1,387,136 $ 1,387,136 $ 2,324,972 $ 5,009,914 $ 1,387,136 $ 2,450,910

Skaggs does not have a severance agreement with TVA.

(1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason.

The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control.

(3) The five-year vesting requirement has not been met.

(4) The Severance Plan provides that the five-year vesting requirement set forth in Section 4.1(a) of the SERP will be waved pursuant to the terms of such section with respect to each participant whose termination date occurs within 24 months following a Change in Control.

(5) Represents the present value of the accumulated benefit.

(3) Actual benefit would be paid in ten annual installments beginning on the date of Mr.

Skaggs's separation from service.

(4) Assumes that the TVA Board or its delegate determines that the termination is an approved termination under SERP.

See Retirement and Pension Plans — Supplemental Executive Retirement Plan above for a discussion of approved and unapproved terminations under SERP.

(5) In the event of death while employed by TVA, the beneficiary would receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit.

(6) In the event of death while employed by TVA, the beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit.

Survivor will receive 50 percent of the reported value.

(7) Is not eligible to retire based on definition in the LTIP plan.

(8) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

(9) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

(8) The LTIP provides that in the event of the retirement of a participant, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated using the actual percent of opportunity achieved and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

The amount included in the table assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2021 and September 30, 2022.

(10) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle.

(11) Amounts that Mr.

Skaggs earned in past years but elected to defer, which are payable pursuant to elections he made and applicable IRS rules.

Quirk Resignation Retirement Termination without Cause Termination with Cause Death Disability

David Fountain Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

(Non-CIC) (2)

Termination without Cause or Resignation for Good Reason (CIC) (2)

Termination with Cause Death/Disability

Severance Agreement $ — $ — $ 918,000 $ 1,836,000 $ — $ —

4,167 (5) (6)

SERP 1,110,246 (2)

1,110,246 (2) (3) (4)

1,110,246 (2) (5)

EAIP 461,663 461,663 461,663 461,663 461,663 461,663

Deferred Cash Recruitment/Relocation Incentive — (7)

LTR 105,500 105,500 105,500 316,500 105,500 193,417 (8) (9)

— 937,500 — 437,500 (11) (12)

Deferred Compensation — — — — — —

Total Value of Potential Payments $ 567,163 $ 567,163 $ 1,485,163 $ 3,555,830 $ 567,163 $ 1,096,747

(1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason.

The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control.

(3) The five-year vesting requirement has not been met.

(5) Represents the present value of the accumulated benefit.

Survivor will receive 50 percent of the reported value.

(7) Under the terms of his offer letter, Mr.

(10) Is not eligible to retire based on definition in the LTIP plan.

(11) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle.

(12) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

Donald Moul Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

(Non-CIC) (2)

Termination without Cause or Resignation for Good Reason (CIC) (2)

Termination with Cause Death/Disability

Severance Agreement $ — $ — $ 1,300,500 $ 2,601,000 $ — $ —

EAIP 235,435 235,435 235,435 235,435 235,435 235,435

Deferred Cash Recruitment/Relocation Incentive — (6)

LTR 327,084 327,084 327,084 828,612 327,084 545,140 (8)

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86,350 1,002,183 86,350 500,656 (10)

1,559,083 (10)

Deferred Compensation — — — — — —

Total Value of Potential Payments $ 648,869 $ 648,869 $ 1,949,369 $ 4,667,230 $ 648,869 $ 1,281,231

(1) In December 2014, TVA entered into an arrangement with Ms.

Quirk that provides a lump-sum payment equal to one year's annual salary in the event TVA terminates her employment without cause.

(1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason.

The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control.

(3) The five-year vesting requirement has not been met.

(4) Represents the present value of the accumulated benefit.

(3) Actual benefit would be paid in ten annual installments beginning on the date of Ms.

Quirk's separation from service.

(4) Assumes that the TVA Board or its delegate determines that the termination is an approved termination under SERP.

See Retirement and Pension Plans — Supplemental Executive Retirement Plan above for a discussion of approved and unapproved terminations under SERP.

(5) In the event of death while employed by TVA, the beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit.

Survivor will receive 50 percent of the reported value.

(6) The LTIP provides that in the event of the retirement of a participant, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated using the actual percent of opportunity achieved and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

The amount included in the table assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2021 and September 30, 2022.

(6) Under the terms of his offer letter, Mr.

(7) Is not eligible to retire based on definition in the LTIP plan.

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Rausch Resignation Retirement Termination without Cause Termination with Cause Death Disability

Skaggs Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

(Non-CIC) (2)

Termination without Cause or Resignation for Good Reason (CIC) (2)

Termination with Cause Death/Disability

Severance Agreement $ — $ — $ 1,241,885 $ 2,483,770 $ — $ —

SERP 9,075,757 (3) (4)

9,075,757 (3) (4)

EAIP 901,332 901,332 901,332 901,332 901,332 901,332

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Deferred Compensation (12)

6,041,126 6,041,126 6,041,126 6,041,126 6,041,126 6,041,126

Total Value of Potential Payments $ 17,762,815 $ 18,814,482 $ 20,056,367 $ 22,890,585 $ 17,762,815 $ 19,025,982

Rausch does not have a severance agreement with TVA.

(2) The five-year vesting requirement has not been met.

(1) The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan for definition of Good Reason.

The amount of additional benefits will vary depending on whether the qualifying separation from service occurs within 24 months following a Change in Control.

(3) Represents the present value of the accumulated benefit.

(4) In the event of death while employed by TVA, the beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit.

(4) Actual benefit would be paid in ten annual installments beginning on the date of Mr.

Skaggs's separation from service.

(5) Assumes that the TVA Board or its delegate determines that the termination is an approved termination under SERP.

Survivor will receive 50 percent of the reported value.

(5) The LTIP provides that in the event of the retirement of a participant, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated using the actual percent of opportunity achieved and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

The amount included in the table assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2021 and September 30, 2022.

(7) The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

(8) The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (a) 12 months for the vesting period that includes the day that the participant separated from service, (b) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (c) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

(9) The LTIP provides that in the event of the retirement of a participant, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated using the actual percent of opportunity achieved and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

The amount included in the table assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2022 and September 30, 2023.

(12) Amounts that Mr.

Skaggs earned in past years but elected to defer, which are payable pursuant to elections he made and applicable IRS rules.

Other Agreements

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The TVA Act provides for up to nine directors on the TVA Board.

As of November 16, 2020, the TVA Board consisted of five members.

As of November 12, 2021, the TVA Board consisted of seven members.

Under the TVA Act, each director receives certain stipends that are increased annually by the same percentage increase applicable to adjustments under 5 U.S.C.

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Name Annual Stipend

Ryder $ 60,175

Frazier 55,142

William Kilbride $ 60,777

Frazier 55,693

Beth Harwell 55,693

Brian Noland 54,613

The following table provides information on the compensation received by TVA's directors during 2021:

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Compensation (2)

Ryder $ 55,964 — — — — $ 2,239 $ 58,203

Kilbride $ 55,997 — — — — $ 560 $ 56,557

Allen 55,528 — — — — 555 56,083

Frazier 55,528 — — — — 2,776 58,304

Kilbride 53,864 — — — — 539 54,403

Beth Harwell 40,447 — — — — 2,022 42,469

Brian Noland 39,910 — — — — 1,995 41,905

Ryder 60,027 — — — — 2,401 62,428

Smith 55,528 — — — — 2,499 58,027

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(1) Social Security benefits, (2) the Basic Benefit Plan, and (3) the Thrift Savings Plan ("TSP").

As members of FERS, each director is required to make a mandatory percentage contribution of his or her stipend to the Basic Benefit Plan in the amount of 0.8 percent for those directors appointed prior to January 1, 2013, 3.1 percent for those directors appointed between January 1, 2013, and December 31, 2013, and 4.4 percent for those directors appointed on or after January 1, 2014.

As members of FERS, each director is required to make a mandatory percentage contribution of his or her stipend to

the Basic Benefit Plan in the amount of 0.8 percent for those directors appointed prior to January 1, 2013, 3.1 percent for those directors appointed between January 1, 2013, and December 31, 2013, and 4.4 percent for those directors appointed on or after January 1, 2014.

The FERS Basic Benefit Plan is a qualified defined benefit plan that provides a retirement benefit based on a final average pay formula that includes age, highest average salary during any three consecutive years of service, and years of creditable service.

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Directors are eligible for immediate, unreduced retirement benefits once (1) they reach age 62 and have five years of FERS creditable service, (2) they reach age 60 and have 20 years of FERS creditable service, or (3) they attain the minimum retirement age and accumulate the specified years of service as set forth in the FERS regulations.

Generally, benefits are

calculated by multiplying 1.0 percent of the highest average salary during any three consecutive years of service by the number of years of creditable service.

Generally, benefits are calculated by multiplying 1.0 percent of the highest average salary during any three consecutive years of service by the number of years of creditable service.

Directors who retire at age 62 or later with at least 20 years of FERS creditable service receive an enhanced benefit (a factor of 1.1 percent is used rather than 1.0 percent).

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Compensation Committee Interlocks and Insider Participation

The People and Performance Committee of the TVA Board currently consists of the following two directors:

Kenneth Allen and A.D.

The People and Governance Committee of the TVA Board currently consists of the following three directors:

Kenneth Allen, A.D.

Frazier, and Brian Noland.

No member of this Committee was at any time during 2021 or at any other time an officer or employee of TVA, and no member of this committee had any relationship with TVA requiring disclosure under Item 404 of Regulation S-K.

No executive officer of TVA has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the People and Performance Committee during 2020.

Compensation Committee Report

The People and Performance Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Committee recommended to the TVA Board that the Compensation Discussion and Analysis be included in this Annual Report.

PEOPLE AND PERFORMANCE COMMITTEE

The People and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Committee recommended to the TVA Board that the Compensation Discussion and Analysis be included in this Annual Report.

PEOPLE AND GOVERNANCE COMMITTEE

Kenneth Allen, Chair

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§ 208) and the Standards of Ethical Conduct for Employees of the Executive Branch (5 C.F.R.

part 2635) ("Standards of Ethical

Conduct") form the basis of TVA's policies and procedures for the review, approval, or ratification of related party transactions.

part 2635) ("Standards of Ethical Conduct") form the basis of TVA's policies and procedures for the review, approval, or ratification of related party transactions.

The general federal conflict of interest statute, subject to certain exceptions, prohibits each government employee, including TVA's directors and executive officers, from participating personally and substantially (by advice, decision, or otherwise) as a government employee in any contract, controversy, proceeding, request for determination, or other particular matter in which, to his or her knowledge, he or she (or his or her spouse, minor child, general partner, organization with which he or she serves as officer, director, employee, trustee, or general partner, or any person or organization with which he or she is negotiating, or has an arrangement, for future employment) has a financial interest.

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2020 Ernst & Young LLP 3,007,830 — — 5,930 3,013,760

(1) Audit fees consist of payments for professional services rendered in connection with the audit of TVA's annual financial statements, including the annual attestation on internal control over financial reporting and the review of interim financial statements included in TVA's quarterly reports;

review of interim financial statements included in TVA's quarterly reports;

audit of TVA's fuel cost adjustment;

federal financial reporting responsibilities for the preparation and audit of the 2021 and 2020 federal consolidated financial statements of which TVA is a component;

Bond offering and other financing comfort letters;

and accounting consultations related to TVA's adoption of the new revenue recognition and lease accounting standards.

and Bond offering and other financing comfort letters.

(2) All other fees reflect accounting and financial reporting research software license costs.

The TVA Board has an Audit, Risk, and Regulation Committee ("Audit Committee").

The TVA Board has an Audit, Finance, Risk, and Cybersecurity Committee ("Audit Committee").

Under the TVA Act, the Audit Committee, in consultation with the Inspector General, recommends to the TVA Board the selection of an external auditor.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents have been filed as part of this Annual Report:

(a) The following documents have been filed as part of this Annual Report on Form 10-K for the fiscal year ended September 30, 2021 ("Annual Report"):

(1) Consolidated Financial Statements.

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4.1 Basic Tennessee Valley Authority Power Bond Resolution Adopted by the TVA Board of Directors on October 6, 1960, as Amended on September 28, 1976, October 17, 1989, and March 25, 1992 (Incorporated by reference to Exhibit 4.1 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.1 Amended and Restated September Maturity Credit Agreement Dated as of September 28, 2018, Among Tennessee Valley Authority, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, The Toronto-Dominion Bank, New York Branch, as Letter of Credit Issuer and a Lender, Canadian Imperial Bank of Commerce, New York Branch, First Tennessee Bank National Association, Morgan Stanley Bank, N.A., and The Bank of New York Mellon (Incorporated by r eference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on October 3, 2018, File No.

10.1 Amended and Restated September Maturity Credit Agreement Dated as of September 28, 2018, Among Tennessee Valley Authority, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, The Toronto-Dominion Bank, New York Branch, as Letter of Credit Issuer and a Lender, Canadian Imperial Bank of Commerce, New York Branch, First Tennessee Bank National Association, Morgan Stanley Bank, N.A., and The Bank of New York Mellon (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on October 3, 2018, File No.

10.2 Amended and Restated June Maturity Credit Agreement Dated as of June 13, 2018, Among Tennessee Valley Authority, as the Borrower, Royal Bank of Canada, as Administrative Agent, Letter of Credit Issuer, and a Lender, Barclays Bank PLC, BNP Paribas, Branch Banking and Trust Company, Mizuho Bank Ltd, Regions Bank, SunTrust Bank, and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on June 18, 2018, File No.

10.3 Second Amended and Restated September Maturity Credit Agreement Dated as of September 21, 2021, Among Tennessee Valley Authority, as the Borrower, Royal Bank of Canada, as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on September 24, 2021, File No.

10.4 $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on August 7, 2015, File No.

10.4 First Amendment Dated as of February 28, 2017, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by r eference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 3, 2017, File No.

10.5 Second Amendment Dated as of February 21, 2018, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by r eference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on February 26, 2018, File No.

10.5 First Amendment Dated as of February 28, 2017, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 3, 2017, File No.

10.6 Second Amendment Dated as of February 21, 2018, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on February 26, 2018, File No.

10.7 Third Amendment Dated as of February 27, 2020, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, and February 21, 2018, among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 3, 2020, File No.

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10.9 Amendment Dated as of December 11, 2018, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on December 14, 2018, File No.

10.10 Second Amendment Dated as of February 9, 2021, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016, and Amended as of December 11, 2018 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 , File No.

10.11 TVA Discount Notes Selling Group Agreement (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No.

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10.31* Consent Decree Among Alabama, Kentucky, North Carolina, Tennessee, the Alabama Department of Environmental Management, the National Parks Conservation Association, Inc., the Sierra Club, Our Children's Earth Foundation, and TVA (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No.

10.30† Amended and Restated TVA Compensation Plan Approved by the TVA Board on August 22, 2019 (Incorporated by r eference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on August 28, 2019, File No.

10.32† Amended and Restated TVA Compensation Plan Approved by the TVA Board on April 29, 2021 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, File No.

10.33† Amended and Restated Supplemental Executive Retirement Plan Effective as of May 1, 2015 (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, File No.

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10.35† Amended and Restated Deferred Compensation Plan Adopted as of May 4, 2020 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, File No.

10.34† Amended and Restated Long-Term Incentive Plan Dated as of November 12, 2020

10.36† Amended and Restated Long-Term Incentive Plan Dated as of November 12, 2020 (Incorporated by reference to Exhibit 10.34 to TVA's Annual Report on Form 10-K for the year ended September 30, 2020, File No.

10.37† Executive Severance Plan Adopted as of February 10, 2021, and Amended as of February 11, 2021 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, File No.

10.38† Retention Incentive Plan Effective as of October 1, 2015 (Incorporated by reference to Exhibit 10.2 to TVA's Current Report on Form 8-K filed on October 1, 2015, File No.

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Lyash Approved as of February 14, 2019 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, File No.

10.38† Offer Letter to Sherry A.

Quirk Accepted as of December 29, 2014 (Incorporated by r eference to Exhibit 10.40 to TVA's Annual Report on Form 10-K for the year ended September 30, 2017, File No.

10.41† Offer Letter to Timothy S.

Rausch Accepted as of September 18, 2018 (Incorporated by reference to Exhibit 10.39 to TVA's Annual Report on Form 10-K/A for the year ended September 30, 2019, File No.

10.42† Offer Letter to David Fountain Accepted as of April 1, 2020

10.43† Offer Letter to Donald A.

Moul Approved as of May 24, 2021 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No.

14.1 Disclosure and Financial Ethics Code (Incorporated by reference to Exhibit 14 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

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32.2 Section 1350 Certification Executed by the Chief Financial Officer

101.INS TVA XBRL Instance Document

101.SCH TVA XBRL Taxonomy Extension Schema

101.CAL TVA XBRL Taxonomy Extension Calculation Linkbase

101.DEF TVA XBRL Taxonomy Extension Definition Linkbase

101.LAB TVA XBRL Taxonomy Extension Label Linkbase

101.PRE TVA XBRL Taxonomy Extension Presentation Linkbase

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB Inline XBRL Taxonomy Extension Label Linkbase

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

104 Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

† Management contract or compensatory arrangement.

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Thomas, III Executive Vice President and November 12, 2021

Thomas, III Chief Financial Officer

Thomas, III Chief Financial and Strategy Officer

(Principal Financial Officer)

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Diane Wear (Principal Accounting Officer)

/s/ John Ryder Chair November 16, 2020

/s/ William B.

Kilbride Chair November 12, 2021

/s/ Kenneth E.

1 unchanged sentence

Frazier Director November 12, 2021

/s/ Beth Harwell Director November 12, 2021

/s/ Brian Noland Director November 12, 2021

Ryder Director November 12, 2021

Smith Director November 12, 2021

/s/ William B.

Kilbride Director November 16, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures