What changed in this filing

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Item 9A. Controls and Procedures

2022-11-15 compared with 2021-11-15 · 729 added, 881 removed, 1558 unchanged (51% 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 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.

TVA maintains disclosure controls and procedures designed 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 is accumulated and communicated to TVA's management, as appropriate, to allow timely decisions regarding required disclosure.

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) (collectively "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, 2022.

Based on this evaluation, management concluded that TVA's disclosure controls and procedures were effective as of September 30, 2022.

Internal Control over Financial Reporting

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TVA's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and required by Section 404 of the Sarbanes-Oxley Act.

TVA's internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

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

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• LTR grant of $600,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025.

• 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.

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

• LTP grant of $1,425,000, which will vest on September 30, 2025.

• LTR grant of $785,000, which will vest in three equal increments on September 30, 2023, September 30, 2024, and September 30, 2025.

David Fountain

• Salary increased from $569,321 to $637,640.

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No adjustments were made to any other existing elements of compensation for these NEOs for 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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 seven active TVA Board members.

Currently, TVA has five 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 12, 2021, consisted of the following seven individuals with their ages and terms of office provided:

The terms of John L.

Ryder and Kenneth E.

Allen as members of the TVA Board ended January 3, 2022, with the

adjournment of the most recent session of Congress.

There are currently five TVA Board members;

however, the terms of two

additional TVA Board members – Jeff W.

Smith and A.D.

Frazier – expired on May 18, 2022, although 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.

Under the TVA Act, a quorum of the TVA Board is five members.

The TVA Board is responsible for, among other things,

establishing the rates TVA charges for power as well as TVA's long-term objectives, policies, and plans.

Accordingly, loss of a

quorum for an extended period of time would impair TVA's ability to change rates and to modify these objectives, policies, and

See Item 1A, Risk Factors — Human Capital and Management Risks — Loss of a quorum of the TVA Board could limit

TVA’s ability to adapt to meet changing business conditions .

The TVA Board as of November 14, 2022, consisted of the following five individuals with their ages and terms of office provided:

Directors Age Year Current Term Began Year Term Expires

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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.

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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.

He spent more than 50 years in the coal industry and held a number of executive management positions prior to his retirement in June 2017.

Most recently, he served as Executive Vice President and Chief Operating Officer ("COO") of Armstrong Energy, Inc.

from July 2014 to June 2017, as Executive Vice President of Operations for Armstrong Energy, Inc.

from 2011 to July 2014, and as COO of Armstrong Coal Company, Inc.

from December 2013 until June 2017.

He is currently a member of the Board of Directors for the First United Bank in Madisonville, Kentucky.

Frazier of Mineral Bluff, Georgia, joined the TVA Board in January 2018.

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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 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.

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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.

In 2018, he was elected to the board of the American Council on Education.

In addition, he 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.

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

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Rausch Executive Vice President and Chief Nuclear Officer 58 2018

David Fountain Executive Vice President and General Counsel 54 2020

Fountain Executive Vice President and General Counsel 55 2020

Collins Executive Vice President and Chief People and Communications Officer 56 2014

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Wear Vice President and Controller (Principal Accounting Officer) 54 2008

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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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.

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.

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.

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Before joining TVA, Mr.

Rausch served as the Senior Vice President and Chief Nuclear Officer of Talen Energy Corporation from June 2015 until September 2018 and as the Senior Vice President and Chief Nuclear Officer of PPL Generation, LLC from July 2009 to June 2015.

Rausch served as the Senior Vice President and Chief Nuclear Officer of Talen Energy Corporation from June 2015 until September 2018 and as the Senior Vice

President and Chief Nuclear Officer of PPL Generation, LLC from July 2009 to June 2015.

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.

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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.

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.

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

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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 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.

This Compensation Discussion and Analysis ("CD&A") provides information on the objectives, goals, and structure of TVA's executive compensation program and the 2022 compensation awarded to TVA's CEO, CFSO, and the three other most highly compensated executive officers serving at the end of 2022.

Collectively, these officers are TVA's 2022 Named Executive Officers ("NEOs"):

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

Moul Executive Vice President and Chief Operating Officer

Rausch Executive Vice President and Chief Nuclear Officer

Fountain Executive Vice President and General Counsel

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;

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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that was created in 1933 by federal legislation to provide integrated resource management of the Tennessee Valley while improving the lives of the people in the region.

This congressional statute mandates a primary objective of providing reliable energy at rates that are as low as feasible;

managing natural resources responsibly;

and promoting economic development.

This congressional statute directs TVA with the mission of being a national leader in technological innovation, low-cost power, and environmental stewardship.

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.

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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 approximately 10,200 people, and helps recruit and retain billions of dollars in economic development projects annually.

TVA supplies reliable power over 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 10,400 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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In the United States

Summer Net Capacity

Summer Net Capability

One of the Largest Transmission Systems

In high voltage lines among United States utilities

More than 16,000 miles of high voltage lines and

More than 16,000 miles of transmission lines and

69 interconnections with neighboring electric systems

3rd Largest Electricity Generator

In the United States, based on 2020 Total

Electric Generation

In the United States, based on 2021

Total Electric Generation

3rd Largest Nuclear Fleet

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

In the United States, providing 39 percent of the energy produced by TVA in 2022

29 Power-Generating Dams

Hydroelectric providing 3,750 megawatts of net summer capability

Conventional hydroelectric plants providing 3,754 megawatts of net summer capability

3rd Largest Pumped-Storage Hydro Plant

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– Five coal-fired sites

– 29 hydroelectric sites

– 29 conventional hydroelectric sites

– One pumped-storage hydroelectric site

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– Eight combined cycle gas sites

– 13 solar energy sites

– 13 solar installations

– One diesel generator site

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Over 790,000 Businesses

Including 57 corporations and federal installations

Across Seven States

Including 58 directly-served customers -

which includes seven federal agencies

Across Seven Southeastern States

Managing Large, Complex Operations Safely

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from generation from CY 2005 to CY 2021

Caring for our region's natural resources

Caring for the region's natural resources

Hydroelectric and non-power

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Creating sustainable economic growth

Over $8.8 Billion Investments in Tennessee Valley

creating and retaining approximately 80,900 jobs

Helping attract

Over $10.2 Billion Projected

Investments in Tennessee Valley

expected to create or retain approximately 66,500 jobs

Approximately

10,400 Employees

16,200 Contractors

Rural Development

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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 value contribution and scarcity.

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

A Top Utility in Economic Development 17 Consecutive Years

According to Site Selection Magazine

Attracting and Retaining Experienced Talent Requires Competitive Pay

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.

In order to effectively fulfill its public power mission, TVA must provide market-based, competitive compensation levels to encourage superior performance and execution of 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 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 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.

Further, TVA plays the critical role of attracting and allocating a significant amount of capital back into the economic development of the Tennessee Valley.

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.

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

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*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 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

(1) Peer data sourced from S&P’s Capital IQ based on data from the consecutive four quarters ended June 30, 2021.

TVA data reflects TVA’s 2020 revenue, normalized for estimated partnership and pandemic credits provided to customers.

(2) Peer data sourced from S&P's Capital IQ based on data from December 31, 2021.

TVA data reflects TVA's December 31, 2021 asset balance.

(3) Peer data sourced from S&P’s Capital IQ.

Reflects TVA employee count at September 30, 2020.

(4) Based on data reported by S&P's Capital IQ in March 2021;

customer count is reflective of metered households of LPCs that deliver power to approximately 10 million people of the Tennessee Valley.

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.

All of TVA's NEOs were formerly employed by IOUs.

Additionally, 80 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, and TVA's competitive pay philosophy is one of the key drivers of success in this area.

Delivering Value Through Superior Performance

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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.

Under the leadership of TVA's NEOs, TVA's employees delivered another year of performance improvements – and achieved or exceeded nearly all 2022 key performance objectives – despite the continuation of challenges arising from the COVID-19 pandemic, market conditions, executive orders and mandates, and the competition for talent.

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

• Top quartile performance for TVA's Recordable Injury Rate and top decile performance for TVA's Serious Injury Incident Rate in 2022

Pay for Performance

• Above target at-risk incentive payouts awarded to employees for achieving company performance goals in 2022

Inclusive Culture

• 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

Inclusive Culture & Recognition

• Issued TVA’s first Diversity, Equity, Inclusion and Accessibility Report

• 2022 Ethisphere® Compliance Leader Verification TM - recognizing TVA’s best-in-class ethics and compliance program and TVA as first federal agency to receive this designation

• Urban League of Greater Chattanooga, Inc.

- Inclusion by Design Award

• Supports eight Employee Resource Groups

• 2022 Forbes List of America's Best Employers by State - Ranked Top 15 in Tennessee for fourth consecutive year

• 2022 VETS Indexes 5-Star Employer - recognizing organizations doing the most to recruit, hire, retain, develop, and support veterans and the military-connected community

• 2022 DiversityInc’s - Top Companies for Utilities Award - Ranked No.

• 2022 Diversity Impact Award - Top 10 Diversity Action Award

• 2022 National Organization on Disability – Leading Disability Employer

• 2022 Military Friendly ® Supplier Diversity Program - Ranked No.

Top 10 designation three years in a row

• 2022 Military Friendly ® Employer Award - veterans represent approximately 18% of TVA workforce

• 2022 Military Friendly ® Spouse Friendly Employers Award

Training and Education

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

COVID-19 Pandemic Support

• 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

• Chief Learning Officer Magazine – 2022 Learning Elite Bronze award

Employee Benefits, Well-being, and Continued COVID-19 Pandemic Support

• Family building benefits that support family, surrogacy, and adoption services

• Well-being incentives to engage employees in well-being programs

• Behavioral and medical telemedicine to provide greater access and convenience of care

• Unlimited counseling visits through Employee Assistance Program

• Financial incentives to promote COVID-19 vaccination

• Well-being stipend to support employee well-being during pandemic

• Back-up care benefits for child and adult dependents

Strong Labor Partnerships

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• One of the largest U.S.

contributors to Helmets to Hardhats program

contributors to the Helmets to Hardhats program

Reliable and Clean Energy

• 99.999 percent transmission reliability since 2000

• Provided uninterrupted power during an unprecedented high-demand summer season

• Exceeded stretch goals for availability of TVA's nuclear and coal generation fleets, and exceeded target goal for availability of TVA's combined cycle generation fleet

• $17.2 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

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

Clean power includes all nuclear, hydroelectric, and renewable generation and renewable purchased power sources.

(Based on Edison Electric Institute's June 2022 Electric Company Carbon Emissions and Electricity Mix Reporting Database for Corporate Customers.)

• TVA Board announced the launch of TVA’s New Nuclear Program and approved up to $200 million to explore advanced reactor technology options

• TVA Nuclear achieved Industry Top Quartile Fleet Performance in 2022

• Browns Ferry Unit 3 continuous run record – 690 days

• In July 2022, TVA returned Watts Bar Unit 2 to service after an outage to replace the originally installed steam generators was completed, which began in March 2022

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

• An estimated $9.7 billion in flood damage averted in the Tennessee Valley and along the Ohio and Mississippi Rivers over TVA's recorded history, with an estimated $3 million in flood damage averted in the Tennessee Valley in 2022

• 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

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

• Boone Dam re-opened to the public and the reservoir returned to normal operations

• TVA’s Ocoee No.

2 inducted into HYDROVISION Hydro Hall of Fame

• Implementing the Hydro Life Extension Program with a focus on improving the availability and flexibility of the hydroelectric fleet

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

• 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 and 2022

• Total Financing Obligations ("TFOs") at September 30, 2022 were the lowest in 35 years

• $36 million lower interest expense in 2022 compared to 2021 mainly due to lower average debt balances and lower average long-term rates

Low, Stable Rates

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utilities (based on June 2022 12-month rolling average from EIA)

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

• Maintained flat wholesale base rates since 2019

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

– Continued 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.

– Provided a 2.5 percent monthly base rate credit, the Pandemic Recovery Credit, that applies to service provided to TVA's LPCs, their large commercial and industrial customers, and TVA's directly served customers, totaling $228 million for 2022

– Approved a 1.5 percent monthly base rate credit, an extension of the Pandemic Recovery Credit, effective for 2023;

and in July 2022, increased the credit from 1.5 percent to 2.5 percent, expected to approximate $230 million for 2023

– Continued support through the Community Care Fund established in 2020 that has already provided nearly $9 million, with over $4 million provided in 2022, to support local initiatives that address hardships created by the COVID-19 pandemic

• Returned $199 million in bill credits to local power companies participating in Long-Term Partnership Agreements in 2022

• Exceeded target score on Voice of the Customer Survey - achieved highest score recorded in survey's history

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

• Named a Top Utility in Economic Development by Site Selection Magazine for 17th year in a row

• Efforts continued to help attract and encourage the expansion of business and industries in the Tennessee Valley in 2022 contributing to:

– Over $10.2 billion in projected investments,

– Expected to create or retain approximately 66,500 jobs

• 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)

• Provided nearly $512 million in tax equivalent payments in 2022 to state and local governments served by TVA’s energy generation or in areas supporting TVA properties (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

• Over $9 million donated to organizations across the Tennessee Valley in addition to the Community Care Fund

• Distributed over 8 million meals to families in need in 2022 through TVA's partnership with Feeding America

• Continued support through the Home Uplift program - Valley wide

Sustainability

• Continued support through the Home Uplift, School Uplift, and Community Centered Growth programs across the Tennessee Valley

• Through the Connected Communities initiative, TVA established 13 connected communities' pilot projects aimed at addressing today's challenges with community-driven information and technology solutions to improve the quality of life in the Tennessee Valley

Sustainability Solutions

• Sustainability helps TVA to live its values – those of Safety, Integrity, Inclusion, and Service – and encompasses the following:

– Economic Impact – partnering to build the region’s clean energy economy,

– Environment – stewarding the region’s resources,

– Social – serving people and communities across the region, and

– Governance – driving progress through accountability and transparency

• Issued 2021 Sustainability Report highlighting innovative work and partnerships

• Issued 2021 EEI ESG/Sustainability Report

• Implemented TVA Board’s Biodiversity Policy supporting biodiversity investments in TVA projects and community support partnerships

• Carbon-free power supply mix was 52 percent for the year ended September 30, 2022

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In addition to power supply sources included here, TVA offers energy efficiency programs that effectively reduced 2022 energy needs by about 2,200 GWh or 1.3%.

• 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

TVA sells the renewable energy certificates resulting from some of its purchased power to certain customers.

• 2022 carbon-free RFP issued for up to 5,000 MW of carbon-free and renewable energy projects to be available by 2029

• First utility in the nation to successfully obtain approval for an early site permit from the NRC to potentially construct and operate SMRs at TVA’s Clinch River Nuclear Site

• New Nuclear Program approved by TVA Board in 2022 – up to $200 million to explore advanced reactor technology options - New Nuclear Program provides a systematic roadmap for TVA’s exploration of advanced nuclear technology

• 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

• Pioneering partnerships to develop advanced nuclear technology

• 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

• TVA has been working with LPCs, state agencies, and third-party charging developers on the creation of the Fast Charge Network for electric vehicles, and in 2022, TVA launched the Fast Charge Network.

As of September 30, 2022, four sites were complete and operational with 28 additional sites under contract for development.

• Founding member of the Electric Highway Coalition, which merged with the Midwest Electric Vehicle Charging Infrastructure Collaboration in 2022 to create the National Electric Highway Coalition with members committed to coordination on the development of EV charging infrastructure across the central U.S.

• In 2022, TVA broke ground on the first TVA-owned battery project

• Launched the TechX innovation center – a central hub space dedicated to promoting innovative ideas for all TVA employees to learn, collaborate, and create together, even remotely, using technology

National Defense

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

• Supports national defense efforts and partners with Oak Ridge National Laboratory on innovative 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 2022 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.

As a result of its high level of performance, TVA achieved nearly all of its performance objectives at target or above for both its annual and long-term incentives for 2022 - at 119 percent and 137 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 benchmarking and compensation-setting process is described below under Compensation Setting Process Demonstrates Strong Governance – TVA Competes With Peers for Talent.

TVA generally determines target total direct compensation based on TVA’s relevant labor market.

Currently, TVA’s CEO target compensation is positioned below the 50th percentile (median) of 2022 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.

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The following are key actions during 2022:

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.

Changes to Compensation Plan to Streamline Administration

On May 11, 2022, the TVA Board approved an amended and restated TVA Compensation Plan and Compensation Delegations to allow for a standing authority to the CEO to approve compensation for certain employees, which had previously been granted annually.

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

Short-Term Incentive Plans Amended (plan design changes effective for 2023 performance cycle)

On May 10, 2022, the CEO approved amended and restated short-term incentive plans, including the Executive Annual Incentive Plan ("EAIP").

The maximum TVA Enterprise Scorecard (1) opportunity increased from 150 percent to 200 percent to remain competitive through better alignment with market practices of TVA’s pay comparator peer group.

This increased opportunity also better rewards achievement of stretch performance goals while maintaining the current plan design maximum payout based on a combination of scorecard results, a Corporate Multiplier, and an Individual Performance Multiplier.

The approved changes also introduce positive discretion on the Corporate Multiplier (maximum increased from 1.0 to 1.1) to provide flexibility to recognize corporate achievements not directly captured in the scorecard results.

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

Long-Term Incentive Plan Amended (plan design changes effective beginning with performance cycle ending 2023)

On May 10, 2022, the CEO approved an amended and restated Long-Term Incentive Plan ("LTIP").

The maximum scorecard opportunity increased from 150 percent to 200 percent to remain competitive through better alignment with market practices of TVA’s pay comparator peer group and to better reward achievement of stretch performance goals.

TVA's Executive Compensation Philosophy is Guided by the TVA Act

TVA's mission is to serve the people of the Tennessee Valley to make life better.

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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 median (50th percentile) of the relevant labor market.

Target total direct compensation generally is determined by considering a number of factors, including 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.

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TVA's Executive Compensation Program Aligns Pay with Performance

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.

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.

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2022 CEO Target Total Direct Compensation Is Below the Peer Median

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

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

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 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 positioning TDC below the 50th percentile (median) of the market composite data.

The consultant for the People and Governance Committee (the "Committee") performed a market study in January 2021, which validated TVA’s current methodology for benchmarking CEO compensation.

The TVA Board increased Mr.

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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.

Lyash's pay closer to the median in 2022, his target TDC is below the median of the 2022 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 graphics below illustrate 2022 target TDC for the CEO and the average 2022 target TDC for the other NEOs as compared to the 2022 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.

Target market assessment was effective October 2021 and included a market composite of Willis Towers Watson (“WTW”) survey sample and proxy peer group.

See List of Compensation Peer Companies below for a list of companies in the survey sample and proxy peers.

CEO Compensation at a Glance

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At risk, performance based

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

Under the Executive Annual Incentive Plan ("EAIP"), 119 percent of target enterprise performance achieved, 125 percent Individual Performance Multiplier applied

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

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("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.

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.

Under LTIP, award amount consists of three 2022 tranches – 2020 LTR award, 2021 LTR award, and 2022 LTR award

Lyash was granted an LTP award with a target amount of $2,341,000 effective October 1, 2019, for the 2020-2022 performance cycle.

Lyash’s long-term incentives earned in 2022 reflect three overlapping retention awards (typically granted annually with ratable vesting over three years subject to continued employment).

TDC earned reflects the decisions made by the Committee at the end of 2022 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.

2021 TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY GRANTED BELOW MARKET MEDIAN

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

2022 TARGET TDC OPPORTUNITY - MAJORITY IS AT-RISK/PERFORMANCE-BASED

Target TDC opportunity is forward-looking – it represents potential compensation set by the Committee, effective at the beginning of 2022, to incentivize superior performance.

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See 2022 Performance Goals and Performance Achievement below for more information on annual and long-term incentive plans.

The CEO’s annual performance award and long-term performance award total 67% of target total direct compensation, and require achievement of financial, operational, and individual goals for the CEO to realize value.

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

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 2022 annual key performance metrics objectives were established in 2021 and, despite challenges presented by the ongoing COVID-19 pandemic, market conditions, executive orders and mandates, and competition for talent, TVA exceeded nearly all targeted objectives, delivering high operational, safety, and financial strength performance for 2022.

The LTP performance metrics below were for the 2020-2022 performance cycle.

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

Organizational performance under the 2020-2022 LTP program was strong in achieving several key operational measures, as noted below.

Annual Metric (1)

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TVA Total Spend ($M) $6,291 $5,580 40% Exceeded stretch goal

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

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

Load Not Served (System Minutes) 3.9 4.5 30% Met threshold goal

Annualized Nuclear Online Reliability Loss Factor 2.71 % 1.13 % 15% Exceeded stretch goal

Combined Cycle Equivalent Availability Factor 80.0 % 83.3 % 10% Exceeded target goal

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

Coal Equivalent Availability Factor 63.2 % 74.9 % 5% Exceeded stretch goal

LTP Metric (1)

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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

3.31 3.18 40% Achieved stretch goal

Load Not Served (System Minutes) 3.9 3.5 30% Achieved stretch goal

External Performance Indicators for TVA Nuclear Fleet 91.0 94.0 15% Exceeded stretch goal

External Measures

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The TVA Board is directed under Section 2 of the TVA Act to establish a plan that specifies all compensation (such as salary and any other pay, benefits, incentives, or other form of remuneration) for the CEO and TVA employees.

The TVA Act also provides that:

• The TVA Board will annually approve all compensation (such as salary and any other pay, benefits, incentives, or other form of remuneration) for all managers and technical personnel who report directly to the CEO (including any adjustment(s) to compensation);

• On the recommendation of the CEO, the TVA Board will approve the salaries of employees whose salaries would be in excess of Level IV of the Executive Schedule of the U.S.

Government ($172,500 in 2021);

• 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 Governance Committee (the "Committee"), and individual TVA Board members are involved in compensation matters.

The TVA Act also provides that the TVA Board will annually approve all compensation (such as salary and any other pay, benefits, incentives, or other form of remuneration) for all managers and technical personnel who report directly to the CEO (including any adjustment(s) to compensation).

Under the authority of the TVA Act, the TVA Board, its 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 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.

• The TVA Board has delegated to the CEO the authority to approve, or delegate to others the authority to approve, all personnel and compensation actions for which the TVA Board is responsible but has not reserved for itself.

• The Committee is responsible for oversight of executive compensation pursuant to the Compensation Plan and review of this Compensation Discussion and Analysis.

Delegation to TVA Board Chair

• 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, in consultation with the Committee and with input from individual members of the TVA Board.

Delegation to CEO

• Authority to set or adjust total target 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 of supplemental compensation and benefit plans, provided that the CEO may not finally take such actions until the TVA Board members have been notified of the proposed actions and given the opportunity to ask the Committee, or the full TVA Board, to review the proposed actions before they become effective.

• 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, in consultation with the Committee and with input from individual members of the TVA Board.

• Authority to approve, or delegate to others the authority to approve, the salaries and all other compensation of employees whose annual salaries would be in excess of Level IV of the Executive Schedule of the U.S.

Government ($176,300 in 2022) for anyone except the CEO and the Inspector General.

• Authority to approve, or delegate to others the authority to approve, all personnel and compensation actions that the TVA Board has not reserved for itself.

Delegation to Committee

• The Committee is responsible for oversight of executive compensation pursuant to the Compensation Plan and review of this CD&A.

Role of Compensation Consultant

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Cook & Co., Inc.

("FW Cook") in 2021 to determine the peer group and the benchmarking process, and to help evaluate competitive compensation.

("FW Cook") in 2022 to determine the peer group and the benchmarking process, to help evaluate competitive compensation, and to assist with incentive plan design.

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

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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.

– 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.

April - May • CEO reviews and approves any changes to supplemental compensation plans (i.e., short-term incentive ("STI") and long-term incentive ("LTI") plans).

• 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 to compensation governance.

Incentive Plan Measures and Goals January - October • Committee monitors performance quarterly.

April • Committee reviews proposed performance targets for next fiscal year ("FY").

July - August • Committee reviews and recommends to the TVA Board the STI corporate multiplier measures and goals and LTIP measures and goals for upcoming cycles.

• CEO sets and approves STI Enterprise performance measures and goals for upcoming cycle.

• TVA Board approves STI corporate multiplier measures and goals and LTIP performance measures and goals for upcoming cycles.

Corporate Multiplier (WPTIP/EAIP)

October - November • CEO qualitatively assesses performance compared to target and recommends final corporate multiplier for the past FY to the Committee and TVA Board.

• Committee reviews and recommends to the TVA Board the corporate multiplier for past FY.

• TVA Board reviews and approves corporate multiplier for past FY.

Incentive Plan –Long-Term Performance ("LTP") October - November • CEO qualitatively assesses performance compared to target and recommends final LTIP payout percentage for cycle ending in past FY to the Committee and TVA Board.

• Committee reviews and recommends to TVA Board the LTIP payout percentage for cycle ending in past FY.

• TVA Board reviews and approves LTIP payout percentage for cycle ending in past FY.

• 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 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.

– 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).

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.

Executive Schedule ("ES") Level IV October - November • The Board has delegated to the CEO the authority to approve, or delegate to others the authority to approve, the salaries and all other compensation of employees whose annual salaries would be in excess of ES Level IV ($176,300 for 2022) for anyone except the CEO and the Inspector General.

Evaluation September - November • Individual TVA Board members complete CEO performance assessment and return to TVA's Compensation organization.

• TVA's Compensation organization summarizes comments and information and presents to the Board Chair.

• Board Chair consults with Committee.

• Board Chair informs EVP, Chief People and Communications Officer, he/she has:

• Evaluated the CEO's performance

– Evaluated the CEO's performance, and

– Determined the EAIP award.

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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.

• Committee decides whether to recommend compensation adjustments for the CEO (recommends to the full TVA Board).

• TVA Board reviews and approves at the November TVA Board meeting, if applicable, for the next FY.

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.

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

• Board Chair informs EVP, Chief People and Communications Officer, via memo.

Goals October - November • Board Chair reviews and discusses with CEO performance goals for the next FY.

• Board Chair consults with appropriate TVA Board committee.

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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).

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

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For 2022 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 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.

For the survey-based analysis, TVA referenced a sample from the 2021 Willis Towers Watson Energy Services Executive Compensation Database consisting of (i) 33 IOUs with revenue greater than or equal to $3.0 billion plus (ii) 9 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.

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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 85th percentile, customers above the 75th percentile, and employee count at the 30th percentile.

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

TVA REVENUE VS

(in millions)

TVA ASSETS VS

GEN CAPACITY VS

(in millions)

GENERATION CAPACITY VS

(in thousand MW)

COUNT VS PEERS (4)

TVA CUSTOMER COUNT VS PEERS (5)

(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

LPC CUSTOMER COUNT VS PEERS (3)

(in thousands)

(1) Peer data sourced from S&P’s Capital IQ based on data from the consecutive four quarters ended June 30, 2021.

TVA data reflects TVA’s 2020 revenue, normalized for estimated partnership and pandemic credits provided to customers

(2) Peer data sourced from S&P's Capital IQ based on data from December 31, 2021.

TVA data reflects TVA's December 31, 2021 asset balance

(3) Based on data reported by S&P's Capital IQ in March 2021;

customer count is reflective of metered households of LPCs that deliver power to approximately 10 million people of the Tennessee Valley

(4) Peer data sourced from S&P’s Capital IQ.

Reflects TVA employee count at September 30, 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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Watson Energy Services

Survey Government Entities

Survey Government Entities with Revenue Greater Than or Equal to $1.0 Billion

Which Participated in

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of Investor Owned

Alliant Energy

Alliant Energy n

American Electric Power Co., Inc.

Berkshire Hathaway Energy

Berkshire Hathaway Energy n

CenterPoint Energy, Inc.

CMS Energy Corp.

Consolidated Edison

Dominion Energy

Dominion Energy Southeast

Consolidated Edison n n

Dominion Energy n n

DTE Energy Co.

Duke Energy Corp.

Edison International

Edison International n n

Entergy Corp.

Eversource Energy

Eversource Energy n n

FirstEnergy Corp.

LG&E and KU Energy

Lower Colorado River Authority

National Grid USA

Nebraska Public Power

LG&E and KU Energy n

Lower Colorado River Authority n

Nebraska Public Power n

NextEra Energy, Inc.

New York Power Authority

Oak Ridge National Lab

Oglethorpe Power

Oncor Electric

Omaha Public Power

NRG Energy n n

Oak Ridge National Lab n

Oglethorpe Power n

Oncor Electric n

Omaha Public Power n

Pacific Gas and Electric Co.

Pinnacle West Capital

Pinnacle West Capital n

Public Service Enterprise Group Inc.

Puget Sound Energy

Salt River Project

Santee Cooper

Sempra Energy

Puget Sound Energy n

Salt River Project n

Santee Cooper n

Sempra Energy n n

Southern Company

Vistra Energy

Vistra Energy n n

Xcel Energy n n

Assessment of Risk

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2022 Executive Compensation Program Components

Total Direct Compensation

Total Direct Compensation ("TDC")

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

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

(1) the amount of the TDC opportunity to grant, which is forward-looking, incentivizes the NEO to perform, and is determined towards the beginning of the fiscal year, and (2) the amount of TDC earned, which rewards the NEO for prior performance and (other than salary) is determined at the end of the year.

(1) the amount of the TDC opportunity to grant, which is forward-looking, incentivizes the NEO to perform, and is determined toward the beginning of the fiscal year, and (2) the amount of TDC earned, which rewards the NEO for prior performance and (other than salary) is determined at the end of the year.

The TDC components and weightings for TDC opportunities granted to the NEOs in 2022 are summarized below and described in the sections that follow.

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

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

• Annual salary is typically determined by considering, among other things, the 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;

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• 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.

• 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, disability, or retirement 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.

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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 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.

The annual and long-term 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 considering 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.

More than half of TVA's NEO's target TDC opportunity is performance-based and at-risk as described above in TVA's Executive Compensation Program Aligns Pay with Performance .

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.

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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.

In June 2022, Mr.

Fountain received the third and final installment of a deferred cash recruitment incentive, in the amount of $50,000, that was part of his employment offer.

In July 2022, Mr.

Moul received the second of three annual installments of a deferred cash recruitment and relocation incentive, in the amount of $450,000, that was part of his employment offer.

Moul received an additional $469,352 in relocation benefits as reported in the All Other Compensation table.

Retirement Benefits

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Amplifying the energy, passion and creativity within each TVA employee

Safety- Serious Injury Incident Rate

Safety - Serious Injury Incident Rate ("SIIR")

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

Annualized Nuclear Online Reliability Loss Factor

Combined Cycle Equivalent Availability Factor

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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.

There is no guaranteed minimum payout under the EAIP or WPTIP, and the maximum payout under both plans is 225 percent of the target payout.

Annual Target Incentive Opportunity

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.

Following a review of benchmarking and individual performance, the TVA Board evaluated the appropriateness of the EAIP award opportunity for the CEO and made no changes for 2022.

Similarly, the CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs and approved an increase in Mr.

Moul’s EAIP target opportunity from 70% to 80%, positioning his target opportunity closer to the market median;

no other changes were made for 2022.

Accordingly, target EAIP award opportunities of the NEOs for 2022 were as follows:

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

Annualized Nuclear Unit Capability Factor

Annualized Nuclear Online Reliability Loss Factor

What this measures:

Nuclear plant availability

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.

Annualized Nuclear Online Reliability Loss Factor is the 12-month ratio of all generation losses (minus refueling outage (“RFO”) and exempt losses) to energy generation (minus RFO and exempt losses) in a normal Fuel Cycle period, per external standard nuclear industry guidelines.

Why Is This Metric Used?

Monitors progress in attaining high unit and energy production reliability.

Monitors performance between refueling outages to obtain high unit and energy production reliability.

Combined Cycle Equivalent Availability Factor

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TVA'S 2022 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.

(1) On January 28, 2022, the CEO approved revised 2022 performance goals for the Combined Cycle Equivalent Availability Factor measure to account for additional planned outage hours that were unintentionally excluded from the original approved target for the fleet due to a system error.

The threshold and target goals were changed from 77.6 and 82.6, respectively, to 75.0 and 80.0, respectively.

The stretch goal remained unchanged at 84.9.

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

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

Corporate Multiplier Allows TVA Board to Adjust for Overall Performance

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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.

The multiplier was based on performance in 2022 against goals set in August 2021 for six organizational metrics.

For 2022, 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

• Continued strong safety performance – top decile in SIIR for 2022

• Financial health and performance – strong fiscal responsibility

• Jobs created and retained - efforts continued to help attract and encourage the expansion of business and industries in 2022

– Over $10.2 billion in projected investments, and

– Expected to create or retain approximately 66,500 jobs

• Overall performance - achieved strong operational and financial performance results despite the challenges associated with the continued COVID-19 pandemic, market conditions, executive orders and mandates, and competition for talent.

Why does the TVA Board use a multiplier?

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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.

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

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

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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 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.

Net Income Consists of the entity’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.

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

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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.

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

The TVA Board and the CEO qualitatively assessed TVA’s performance at the end of the 2022 performance period.

Based on the performance of the 2022 corporate multiplier measures, the TVA Board determined to apply a 1.0 multiplier, or no reduction to the calculated WPTIP/EAIP payout.

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(1) Includes impact of partnership credits.

Partnership credits are wholesale bill credits provided to local power company customers who are party to 20-year Partnership Agreements with TVA.

For more information, see Item 1, Business — Rates .

Partnership credits are wholesale bill credits provided to local power company customers who have signed long-term Partnership Agreements with TVA.

For more information, see Item 1, Business — Customers .

Individual Performance Multiplier Reinforces Pay for Performance

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

Accountability and Driving Results

Accountability and Driving for Results

Business Acumen Effective Communication Leveraging Diversity

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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.

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

LONG-TERM AWARDS REWARD LONG-TERM SUCCESS LONG-TERM INCENTIVE AWARDS

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

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.

For 2022, the value of the long-term performance awards (at target) and the long-term retention awards were increased from 2021 levels, so that TDC moved closer to market median, following a review of benchmarking and individual performance and reflective of increased tenure and experience.

Accordingly, target long-term incentive award opportunities of the NEOs for 2022 were as follows:

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Officers 2022–2024

Value at target (2)

% Increase from

Value at target % Increase from

2021–2023 LTP

target value 2022 LTR (1)

% Increase from

Value % Increase from

2021 LTR award

value % Increase from

2021 Total LTI

(LTP and LTR)

target values

Lyash 308.6 % $ 3,556,000 22.0 % 132.3 % $ 1,524,000 22.0 % 22.0 %

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153.6 % $ 1,175,000 99.6 % 102.6 % $ 785,000 33.3 % 66.5 %

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

104.7 % $ 596,000 19.2 % 58.0 % $ 330,000 — % 11.6 %

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

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

(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.

133.3 % $ 770,000 36.9 % 57.1 % $ 330,000 4.3 % 25.1 %

(1) Represents the percent of each NEO's salary

(2) LTP and LTR percent values reflect a higher than usual year-over-year increase due to the effects of 2021 prorated grants.

These grants were provided in association with a mid-year job title and responsibility change for Mr.

Thomas, position selection for Mr.

Fountain, and new hire selection for Mr.

Moul, as disclosed in TVA's 2021 Annual Report on Form 10-K, Item 10, Directors, Executive Officers, and Corporate Governance, and Item 11, Executive Compensation - Compensation Discussion and Analysis .

Long-Term Performance Awards

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

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

During 2022, there were three overlapping LTP awards:

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

Following the TVA Board's approval of performance achievement at the end of each three-year performance period, awards are paid out in cash early in the subsequent fiscal year.

Target performance provides for a 100 percent payout opportunity, performance below threshold provides for no payout, performance at threshold provides for a 50 percent payout opportunity, and performance at stretch provides for a 150 percent payout opportunity.

Following the TVA Board's approval of performance achievement at the end of each three-year performance period, awards are paid out in cash early in the subsequent fiscal year, or upon death, disability, or retirement, as described in TVA's Long-Term Incentive Plan.

For the 2020-2022 LTP award cycle, target performance provides for a 100 percent payout opportunity, performance below threshold provides for no payout, performance at threshold provides for a 50 percent payout opportunity, and performance at stretch provides for a 150 percent payout opportunity.

For the 2021-2023 and 2022-2024 LTP award cycles, performance at stretch will provide for a 200 percent payout opportunity.

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

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Value × Percent of Opportunity Achieved

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.

For the three-year performance period ended September 30, 2022, the TVA Board previously approved four overall long-term incentive measures of TVA performance to be applied to all participants in the LTP.

The 2020–2022 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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Non-fuel expenses (cents/kWh)

The Non-Fuel Delivered Cost of Power performance measure is a financial measure.

The Non-Fuel Delivered Cost of Power measure is equal to the sum of (i) non-fuel operating and maintenance ("O&M") expense, (ii) base capital expense, (iii) interest expense, and (iv) other expense divided by budgeted electric power sales.

The Non-Fuel Delivered Cost of Power is a financial measure equal to the sum of (i) non-fuel operating and maintenance ("O&M") expense, (ii) base capital cost, (iii) interest expense, and (iv) other expense divided by budgeted electric power sales.

Why Is This Metric Used?

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Why Is This Metric Used?

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.

External Performance Indicators for the TVA Nuclear Fleet

What this measures:

nuclear operations performance

External Performance Indicators for the TVA Nuclear Fleet 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.

Why Is This Metric Used?

This measure is a recognized industry standard for nuclear operations performance based on safety and reliability.

External Measures

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External perception and reputational events

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.

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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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These metrics reflect TVA's focus on meeting or exceeding customer expectations and identifying areas for continuous improvement.

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.

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 attainment.

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.

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2020–2022 LTP Award Performance Results

The performance results on the 2021 TVA Enterprise Scorecard are set forth below.

The performance results on the 2022 TVA Long-Term Performance Scorecard are set forth below.

Performance resulted in a payout of 137 percent of target opportunity.

2020–2022 Long-Term Performance Scorecard

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

For the 2020–2022 performance cycle, the Non-Fuel Delivered Cost of Power measure was calculated using an average of the 2020, 2021, and 2022 results.

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

For the 2020–2022 performance cycle, the Load Not Served measure was calculated using an average of the 2020, 2021, and 2022 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

(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 2020–2022 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure was calculated using the 2022 results.

(4) For the 2020–2022 performance cycle, the External Measures metrics were calculated using an average of the 2020, 2021, and 2022 results.

In reviewing the 2020–2022 performance period, the TVA Board considered strong performance in several areas, including the single area where performance was below target, Media Tone.

Below are key highlights for this performance period:

ü Continued strong safety performance in 2022

• Top quartile performance for TVA’s Recordable Injury Rate in 2022

• Top decile performance for TVA’s Serious Injury Incident Rate in 2022

ü Strong transmission system reliability performance

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

• 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 and 2022

• TFOs at September 30, 2022 are the lowest in 35 years

• Lower interest expense in 2022 compared to 2021 mainly due to lower average debt balances and lower average long-term rates

• Delivered three years of customer credits

ü Nuclear Performance - Browns Ferry rated "Exemplary" by industry peers - August 2022

ü Strengthened customer relationships:

• 96% 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

• Offered regulatory relief and flexibility so LPCs could help their communities

• Provided approximately $13 million in credits under the Back-to-Business Credit Program since inception through 2021

• 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."

• Three-year Stakeholder Survey results exceeded target and show continued improvement over performance period

• Customer Survey reflects increasing commitment levels with improving scores from 2020 to 2021 and highest ever score in 2022

ü Continued efforts in 2020-2022 to help attract and encourage the expansion of business and industries, resulting in companies announcing $27.6 billion in investments and approximately 214,000 jobs created or retained

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

Payouts to the NEOs for the 2020–2022 LTP Award are described under each executive's compensation scorecard under 2022 Pay Decisions – 2022 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."

2021–2023 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, 2023 (awards to be paid in November 2023):

Performance Metric and Weighting Threshold Target Stretch

(50% Payout) (100% Payout) (200% Payout)

Non-Fuel Delivered Cost of Power (1)

3.62 3.48 3.34

Load Not Served (2)

External Performance Indicators for the TVA Nuclear Fleet (3)

92.1 94.9 97.7

Stakeholder Survey (4)

75.2 77.7 80.2

Customer Survey (5)

67.3 71.3 75.3

(1) Metric has same definition as for the 2020-2022 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.

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) Metric has same definition as for the 2020-2022 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.

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

(3) Metric has same definition as for the 2020-2022 LTP awards.

For the 2021-2023 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2023 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 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).

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 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.

(4) 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.

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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.

External Performance Indicators for the TVA Nuclear Fleet, Customer Survey, and Stakeholder Survey remain measures but are no longer components of 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%.

2022–2024 Outstanding LTP Performance Cycle

In August 2021, the TVA Board approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2024 (awards to be paid in November 2024):

Performance Metric and Weighting Threshold Target Stretch

(50% Payout) (100% Payout) (200% Payout)

Non-Fuel Delivered Cost of Power (1)

3.67 3.53 3.39

Load Not Served (2)

External Performance Indicators for the TVA Nuclear Fleet (3)

93.5 96.0 98.5

Powerful Partnerships Survey (4)

74.0 78.0 82.0

(1) Metric has same definition as for the 2020-2022 LTP awards.

For the 2022-2024 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2022, 2023, and 2024 results.

(2) Metric has same definition as for the 2020-2022 LTP awards.

For the 2022-2024 performance cycle, the Load Not Served measure will be calculated using an average of the 2022, 2023, and 2024 results.

(3) Metric has same definition as for the 2020-2022 LTP awards.

For the 2022-2024 performance cycle, the External Performance Indicators for the Nuclear Fleet measure will be calculated using 2024 results.

(4) The Powerful Partnerships Survey is conducted among customers, elected officials, business and economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA.

For the 2022-2024 performance cycle, the Powerful Partnerships Survey measure will be calculated using an average of the 2022, 2023, and 2024 results.

For the 2022-2024 performance cycle, the Powerful Partnerships Survey has been added as a new metric, with a weighting of 10%, and replaces the former Customer Survey and Stakeholder Survey metrics as illustrated in the above chart, beginning with this performance cycle.

Long-Term Retention Awards

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These awards vest in three equal tranches on September 30, 2022, September 30, 2023, and September 30, 2024, contingent upon continued employment on each vesting date.

The amounts of these awards are set forth under "Long-Term Incentive Compensation" above.

The amounts of these awards are set forth under "Long-Term Incentive Plan Compensation" above.

2022 Vesting of Outstanding Retention Awards

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2022 VESTING OF OUTSTANDING RETENTION AWARDS

Lyash did not receive a 2019 LTR grant.

Fountain did not receive a 2020 LTR grant.

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2022 CEO Pay Decisions Overview

CEO PAY EARNED IN 2021

CEO TDC EARNED IN 2022 - $8,192,678

Base Salary $ 1,152,250

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Long-Term Performance Incentive $ 3,207,170 137 percent of long-term performance achieved for the three-year performance cycle ended September 30, 2022

Long-Term Retention Incentive $ 754,300

2021 tranche of 2020 LTR and 2021 LTR awards

Long-Term Retention Incentive $ 1,262,300 2022 tranche of 2020, 2021 and 2022 LTR awards

Each year, the Committee makes two key compensation decisions with respect to CEO compensation:

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2022 CEO Total Direct Compensation Opportunity

On February 11, 2021, the TVA Board approved compensation adjustments for Mr.

On November 10, 2021, the TVA Board approved compensation adjustments for Mr.

Lyash for 2022, increasing each component of Mr.

Lyash's TDC over 2021 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 adjustments were made following the annual review of FW Cook’s market analysis and benchmarking of CEO compensation, and in consideration of Mr.

Lyash's increased tenure with TVA and his 2021 performance.

The target TDC opportunity granted to Mr.

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CEO 2022 TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY (1)(2)

(1) Target market assessment effective October 2021 and included market composite of WTW survey sample and proxy peer group.

This composite group includes 42 investor-owned utilities and government entities further described in Item 11, Executive Compensation - Compensation Discussion and Analysis - List of Compensation Peer Companies .

(2) Market 50th Percentile amounts are benchmarks for each compensation component which are determined independently and do not sum together.

2022 CEO TARGET TOTAL DIRECT COMPENSATION OPPORTUNITY BELOW MARKET (1)

(1) Target market assessment effective October 2020 and included market composite of WTW database and proxy peer group.

(1) Target market assessment effective October 2021 and included market composite of WTW survey sample and proxy peer group.

2022 CEO Total Direct Compensation Earned

The TDC that Mr.

Lyash earned for 2021 reflected company and individual performance that exceeded targets.

Lyash earned for 2022 reflected company and individual performance that met and exceeded most targets and was approximately 71% performance-based compensation.

CEO 2022 TOTAL DIRECT COMPENSATION EARNED

(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.

(1) 2020-2022 Long-Term Performance Incentive award reflects a three-year performance cycle.

(2) Long-Term Retention Incentive amount reflects the 2022 tranches of the 2020, 2021, and 2022 LTR awards.

The annual incentive award that Mr.

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See 2022 Pay Decisions - 2022 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.

Why Total Compensation Earned Differs From Compensation Reported

2022 CEO TOTAL COMPENSATION COMPONENTS

• Amounts are estimates of the pension/SERP benefits earned for service during the prior year, determined using assumptions consistent with those used in the financial statements in this Annual Report, set forth in Note 22 - Benefit Plans .

Summary Compensation Table Total Compensation = $ 9,760,226

$8,192,678 $1,541,448

Compensation Earned Increase in Value of

Supplemental Executive

Retirement Plan

Amount does not represent payments actually received by CEO (1)

(1) Amount reflects change in present value of the accumulated pension/SERP benefits during the prior year, determined using assumptions consistent with those used in the financial statements in this Annual Report, set forth in Note 20 - Benefit Plans .

Unlike the amounts reported in the Summary Compensation Table, Mr.

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• TVA selected September 30, 2022, 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.

On September 30, 2022, TVA's employee population that had earnings in 2022 (including full-time, part-time, and temporary employees) consisted of 10,346 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, 2021 to September 30, 2022.

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2022 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 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.

As reflected above, TVA's CEO target TDC is low compared to its 2022 compensation peer group on an absolute basis and is also low compared to its peers in the context of organizational pay ratios.

Based on TVA's 2022 pay ratio noted above and the pay ratio disclosed in its peers' most recent public disclosures, TVA's current pay ratio is well below the 50th percentile, at the 7th percentile of its peers.

Peers used are those shown under Proxy Peer Group of Investor-Owned Utilities in the List of Compensation Peer Companies .

2021 CEO PAY RATIO VS.

2022 NEO Pay Decisions and Compensation Scorecards

The following pages show each NEO's 2022 Total Direct Compensation earned, 2022 TDC opportunities granted, and the Committee's (or the CEO's in the case of NEOs other than the CEO) rationale for those pay decisions.

2022 TOTAL DIRECT COMPENSATION EARNED

President and CEO

Joined TVA April 2019

2021 TOTAL DIRECT COMPENSATION EARNED

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.

2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Sustained high levels of service and outstanding performance as employees successfully led company through all strategic areas as the COVID-19 pandemic lingered into 2022.

• Delivered a wide range of pandemic support programs to LPCs, businesses, and communities – helped businesses across the Tennessee Valley to recover.

• Guided effective COVID-19 planning and responses through Pandemic Response Team;

strengthened union partnerships with united focus on enhanced safety, well-being, and communications to support the workforce.

• Evolving TVA workplace flexibility focused on “We Work Everywhere to Serve” and enhanced community presence.

• TVA received numerous recognitions/awards for military friendly, veterans, and diversity as well as Forbes best-in-state employers for 4th consecutive year.

• Outstanding system-wide performance during unprecedented high-demand summer season.

• Industry-leading innovation to explore advanced small modular reactor technology in support of decarbonization efforts.

• Outstanding Nuclear Fleet performance with results trending ahead of goal towards Nation's Top Nuclear Fleet.

• TVA issued its first-ever Diversity, Equity, Inclusion and Accessibility Report.

• Strong financial performance – debt lowest level in 35 years and maintained flat wholesale base rates since 2019.

• Strengthened customer relationships:

96% of LPCs have signed TVA 20-year Partnership Agreement.

• Demonstrated how TVA values people as a business priority by increasing Environmental, Social, and Governance focus and support through enhancements to sustainability and human capital management reporting.

• Strengthened public power model through partnerships designed to advance electric vehicles and charging stations that support the Tennessee Valley.

2022 COMMUNITY/INDUSTRY ENGAGEMENT

▪ Nuclear Energy Institute - Board Chair

▪ Institute of Nuclear Power Operations - Vice Chair of Board

▪ World Association of Nuclear Operators - Governor, Global Board and Chairman, Atlanta Centre

▪ Drexel University - Board of Trustees

▪ Boys and Girls Clubs of the Tennessee Valley and the United Way - actively engaged supporter

Lyash's salary was increased 4.75 percent to $1,152,250 at the beginning of 2022, reflecting superior performance and positioning to a more competitive base salary.

This amount is below the 2022 compensation peer group median.

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.

Organizational performance, including strong fiscal responsibility and operational/reliability performance, under the TVA EAIP Scorecard exceeded target for all measures except one, resulting in a 119 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, market conditions, executive orders and mandates, and competition for talent.

As a result, the TVA Board approved a 1.0 Corporate Multiplier.

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Lyash for 2022 given his superior performance, including those considerations noted under 2022 Individual Performance Highlights.

Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier

(0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout

$1,152,250 150% 119% 1.0 125% $2,570,958

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.

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.

Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations.

In light of strong financial performance, operational and reliability performance, and strengthened customer and stakeholder relationships, the TVA Board determined that the 137 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.

Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount

$2,341,000 137% $3,207,170

Long-Term Retention Award Earned.

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The first tranche was earned in 2022 as described above.

Other Compensation

Recruitment and Relocation Incentive.

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 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.

Lyash's highest rated competencies were vision, innovation, and strategic direction, effective communication, and accountability and driving for results.

2022 TOTAL DIRECT COMPENSATION EARNED

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 $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.

2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Advancement of Green Invest Program community partnerships and visibility.

• Issued a carbon-free Request for Proposal ("RFP") for up to 5,000 MW of carbon-free and renewable energy projects.

• Partnerships with auto industry, Tennessee Valley states, LPCs, and customers to advance electric vehicles and charging stations installs by 2028;

projected significant reinvestment in the local economy.

Four Fast Charge Network sites are complete and operational with 28 additional sites under contract for development.

• Interest expense lower in 2022 compared to 2021 mainly due to lower average debt balances and lower average long-term rates.

• Achieved reduction in costs compared to the Corporate Insurance budget.

• Additional measures were put in place to better manage externally facing applications and logins that could threaten the operations of TVA (in response to Executive Order 14028, "Improving the Nation’s Cybersecurity").

• Executed CFO, strategic planning, and business planning functions delivering results that exceeded enterprise goals in O&M expense, debt reduction, net income, and cash flow.

• Implemented continued advancement of Cybersecurity capabilities.

• Maintained flat wholesale base rates since 2019 while continuing to stabilize debt.

• Continued to keep the customers in mind while supporting communities through extended pandemic credits and through reinstating a natural gas financial hedging program designed to mitigate fuel cost volatility.

• Maintaining investor relations and financial integrity through timely SEC reporting with unqualified opinion and no significant issues.

• TVA’s rates are in the top quartile of lowest rates among the top 100 U.S.

• Broke ground on the first TVA-owned battery project.

• Completed Financial Services digital roadmap to support enterprise digital transformation.

2022 COMMUNITY/INDUSTRY ENGAGEMENT

• Siskin Children's Institute - Executive Committee;

chair, Finance Committee

• Electric Power Research Institute - Audit Committee

• Chattanooga Chamber of Commerce - CEO Round Table

Thomas' salary was increased 4.00 percent to $795,600 at the beginning of 2022, 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.

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Thomas for 2022 given his strong performance, including those considerations noted under 2022 Individual Performance Highlights.

Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier

(0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout

$795,600 80% 119% 1.0 106% $802,856

Long-Term Incentives Earned

Long-Term Performance Awards Earned .

However, several external measures were below target.

Long-Term Retention Awards Earned.

Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations.

Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount

$980,000 137% $1,342,600

Long-Term Retention Award Earned.

Thomas earned $482,000 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program awards.

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Effective October 1, 2021, Mr.

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.

Thomas was granted a 2022–2024 LTP program award with a target opportunity of $1,395,000, which will vest on September 30, 2024.

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, 2021, Mr.

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.

Thomas was granted a 2022 LTR program award of $585,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2022 as described above.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• 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.

• 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

2022 TOTAL DIRECT COMPENSATION EARNED

Rausch's salary was increased three percent to $551,668 for 2021, reflecting solid performance and positioning to maintain a competitive base salary.

Executive Vice President and

Chief Operating Officer $2,507,662

Joined TVA June 2021

2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Effective planning and response to COVID-19 through Pandemic Response Team and union partnerships – focusing on enhanced safety, well-being, and communications to support the workforce, including negotiating Employee Responsibility Policy with TVA’s 17 unions.

• Implemented New Nuclear Program to explore advanced small modular reactor technology options.

• Power Operations fleet was favorable for all reliability and performance metrics and met all operational reliability commitments despite significant weather events and system challenges.

• Delivered uninterrupted power during an unprecedented high-demand summer season.

• Led the organizational response and provided oversight of the completion of reviews following the fatality in 2022 and improvements to processes, training, and work planning based on reviews completed.

• Transmission and Power Supply ("T&PS") continued to champion efforts to ensure the energy TVA produces makes it to its customers.

• Continued energy and sustainability efforts by implementing projects at TVA facilities through the Internal Energy Management Program.

• Successfully completed the Boone Dam project, the single largest dam safety repair project undertaken at TVA.

• Focused on the needs of TVA’s customers, T&PS responded to damage from the December tornados across the service territory.

• Partnered in development of the 10-year Labor Strategy and Workforce Optimization Plan.

Moul's salary remained the same at $765,000 at the beginning of 2022.

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 100 percent for Mr.

Rausch for 2021 given his solid performance and notable achievements, including those considerations noted under 2021 Individual Performance Highlights.

Moul for 2022 given his solid performance, including those considerations noted under 2022 Individual Performance Highlights.

Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier

(0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout

$765,000 80% 119% 1.0 100% $728,280

Long-Term Incentives Earned

Long-Term Performance Awards Earned .

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.

Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations.

Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount

$327,083 137% $448,104

2022 COMMUNITY/INDUSTRY ENGAGEMENT

• Zoo Knoxville - Board of Directors and Circle of Friends

• University of Tennessee Nuclear Engineering - Board of Advisors

• Penn State University - Founder, Moul Family Fund for Reactor Operator Internship

• Leadership Knoxville - Class of 2023

Long-Term Retention Award Earned.

Moul earned $566,278 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program awards.

The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

2022–2024 Long-Term Performance Award Opportunity.

Effective October 1, 2020, Mr.

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.

Effective with his hire, Mr.

Moul was granted a prorated 2022–2024 LTP program award with a target opportunity of $1,175,000 which will vest on September 30, 2024.

The actual payout will depend on performance against targets at the end of the three-year performance period.

2022 Long-Term Retention Award Opportunity.

Effective October 1, 2020, Mr.

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.

Effective with his hire, Mr.

Moul was granted a prorated 2022-2024 LTR program award of $785,000 that vests ratably over a three-year period, subject to continued employment on each vesting date.

The first tranche was earned in 2022 as described above.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• 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

Other Compensation

Recruitment and Relocation Incentive.

Moul was paid $450,000 in 2022 as the second installment of a deferred cash relocation incentive under his employment offer letter.

In addition, Mr.

Moul received an additional $469,352 in relocation benefits as reported in the All Other Compensation table.

2022 TOTAL DIRECT COMPENSATION EARNED

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.

Executive Vice President and

Chief Nuclear Officer

Joined TVA October 2018

2022 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• Through leadership and talent development and the continued investment in TVA’s assets and people, TVA continues to move forward by having the Nation’s Top Nuclear Fleet by 2025 as part of its Operational Excellence priority.

• Nuclear is achieving its goals ahead of schedule.

• TVA’s Browns Ferry Nuclear Plant received an Exemplary Rating based on external nuclear performance indicators.

• Browns Ferry Nuclear Plant Unit 3 broke its own continuous run record (690 day run).

• Watts Bar Nuclear Plant was recognized by the Department of Energy for its contributions to the Tritium Modernization Program.

• Implemented New Nuclear Program to explore advanced small modular reactor technology options.

• The fleet continued providing uninterrupted power during an unprecedented high-demand summer season.

• While the COVID-19 pandemic continued in 2022, it did not hinder the successful execution of outages and other maintenance activities.

• Work Management Index improved moving TVA from 3rd to 1st Quartile.

• Nuclear achieved industry Top Quartile Fleet Performance in 2022.

• Annualized Nuclear Online Reliability Loss Factor improved from 3rd to 2nd Quartile.

Rausch's salary was increased 3.20 percent to $569,321 at the beginning of 2022, 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 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 125 percent for Mr.

Fountain for 2021 given his solid performance, including those considerations noted under 2021 Individual Performance Highlights.

Rausch for 2022 given his superior performance, including those considerations noted under 2022 Individual Performance Highlights.

Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier

(0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout

$569,321 70% 119% 1.0 125% $592,805

Long-Term Incentives Earned

Long-Term Performance Award Payments Earned.

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.

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 Performance Awards Earned.

Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations.

2022 COMMUNITY/INDUSTRY ENGAGEMENT

• University of Tennessee at Chattanooga - Engineering & Computer Science Advisory Board

• American Association of Blacks in Energy - active member

• Chambliss Center for Children - fundraiser platinum sponsor

• Nuclear Energy Institute - Nuclear Strategy Industry Advisory Committee

• INPO Senior Nuclear Plant Manager - quarterly course instructor

Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount

$500,000 137% $685,000

Long-Term Retention Award Earned.

Rausch earned $330,000 in 2022 upon the vesting of the 2022 tranches of his 2020, 2021, and 2022 LTR program award.

The LTR program awards vest ratably over a three-year period, subject to continued employment on each vesting date.

Long-Term Incentive Opportunities Granted

1 unchanged sentence

Effective October 1, 2021, 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.

Rausch was granted a 2022–2024 LTP program award with a target opportunity of $596,000, which will vest on September 30, 2024.

Actual payout will depend on performance against targets at the end of the three-year performance period.

2022 Long-Term Retention Award Opportunity.

Effective October 1, 2021, 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.

Rausch was granted a 2022 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 2022 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.

2022 TOTAL DIRECT COMPENSATION EARNED

Executive Vice President and General Counsel $1,817,236

Joined TVA June 2020

2022 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.

• Guided TVA to become the first U.S.

federal agency to achieve Ethisphere ® Compliance Leader Verification TM designation in recognition of TVA’s best-in-class Ethics & Compliance program.

• Counseled TVA for favorable outcomes throughout a variety of novel legal challenges including challenges to the public power model.

• Coordinated TVA’s Environmental, Social, and Governance initiatives across the enterprise.

• Implemented a Trade Control Compliance Program.

• Developed the new Board Code of Conduct adopted in 2022, and updated TVA’s Code of Conduct and Supplier Code of Conduct.

• Counseled TVA on evolving health and safety regulatory requirements related to the COVID-19 pandemic.

• 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

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.

• Supported TVA’s We Work Everywhere to Serve initiative to drive TVA’s transition from paper to electronic records lifecycle management.

2022 COMMUNITY/INDUSTRY ENGAGEMENT

• University of North Carolina, Kenan-Flagler Business School Energy Center - Advisory Board

• Shepherd's Table Soup Kitchen - board of directors

• YMCA of the Triangle - board of directors (6-yr term concluded December 2021)

Fountain's salary was increased 7.00 percent to $577,800 at the beginning of 2022, reflecting his solid 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 106 percent for Mr.

Moul for 2021 given his strong performance, including those considerations noted under 2021 Individual Performance Highlights.

Fountain for 2022 given his strong performance, including those considerations noted under 2022 Individual Performance Highlights.

Annual Salary X Annual Target Incentive Opportunity X Percent of Opportunity Achieved (0% to 150%) X Corporate Multiplier

(0 to 1.0) X Individual Performance Multiplier (0% to 150%) = EAIP Payout

$577,800 70% 119% 1.0 106% $510,186

Long-Term Incentives Earned

Long-Term Performance Award Payments Earned.

However, several external measures were below target.

Long-Term Retention Award Payments Earned.

Moul earned $327,084 in 2021 upon the vesting of the 2021 tranches of his 2019, 2020 and 2021 LTR program awards.

Long-Term Performance Awards Earn e d .

Organizational performance under the 2020–2022 LTP program was strong in several areas, including key areas where performance exceeded target expectations.

Target Amount X Percent of Opportunity Achieved (0% to 150%) = LTP Incentive Amount

$375,000 137% $513,750

Long-Term Retention Award Earned.

Fountain earned $215,500 in 2022 upon the vesting of the 2022 tranches of his 2021 and 2022 LTR program awards.

The LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date.

1 unchanged sentence

2022–2024 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, 2021, Mr.

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.

Fountain was granted a 2022–2024 LTP program award with a target opportunity of $770,000 which will vest on September 30, 2024.

The actual payout will depend on performance against targets at the end of the three-year performance period.

2022 Long-Term Retention Award Opportunity.

Effective October 1, 2021, Mr.

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.

Fountain was granted a 2022 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 2022 as described above.

2021 INDIVIDUAL PERFORMANCE HIGHLIGHTS

• 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.

Other Compensation

Recruitment and Relocation Incentive.

Fountain was paid $50,000 in 2022 as the third and final installment of a deferred cash relocation incentive under his employment offer letter.

Executive Compensation Tables and Narrative Disclosures

19 unchanged sentences

21,000 3,878,214

20,625 3,602,882

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

Moul 2022 $ 765,000 $ — $ 1,742,662 $ 139,756 $ 945,452 $ 3,592,870

Executive Vice President 2021 205,962 — 648,869 (13)

— 678,098 1,532,929

and Chief Operating Officer 2020 — — — — — —

Skaggs 2021 $ 689,936 $ — $ 2,645,932 $ 1,223,557 $ 12,825 $ 4,572,250

Rausch 2022 $ 569,321 $ — $ 1,607,805 $ 219,325 $ 26,100 $ 2,422,551

Executive Vice President 2021 551,668 — 1,387,136 (14)

25,650 2,202,349

12,600 4,436,294

and Advisor to the CEO 2019 614,692 52,500 1,716,194 (19)

and Chief Nuclear Officer 2020 535,600 — 1,031,390 (16)

159,794 1,833,212

Fountain 2022 $ 577,800 $ — $ 1,239,436 $ 185,739 $ 76,100 $ 2,079,075

Executive Vice President 2021 507,444 — 567,163 (18)

479,295 1,558,069

and General Counsel 2020 — — — — — —

(1) There were no bonus awards in 2022.

(2) The 2021 data is outlined in the table below.

(2) The 2022 data is outlined in the Non-Equity Incentive Plan Compensation table below.

(3) The 2022 data is outlined in the Change in Pension Value and Nonqualified Deferred Compensation Earnings table below.

(4) The 2022 data is outlined in the All Other Compensation table below.

(5) Represents $2,928,750 awarded under the EAIP, $2,671,680 awarded under the LTP, and $754,300 awarded under the LTR.

(6) Reflects increase of $2,110,300 under the SERP.

(7) Represents $2,391,609 awarded under the EAIP and $338,000 awarded under the LTR.

(8) Reflects increase of $2,271,647 under the SERP.

(9) Represents $847,736 awarded under the EAIP, $1,161,600 awarded under the LTP, and $413,667 awarded under the LTR.

(10) Reflects increases of $17,652 under the Cash Balance Pension and $749,852 under the SERP.

(11) Represents $730,576 awarded under the EAIP, $1,096,500 awarded under the LTP, and $383,334 awarded under the LTR.

(12) Reflects increases of $34,401 under the Cash Balance Pension and $945,819 under the SERP.

(13) Represents $235,435 awarded under the EAIP, $86,350 awarded under the LTP, and $327,084 awarded under the LTR.

(14) Represents $575,776 awarded under the EAIP, $533,610 awarded under the LTP, and $277,750 awarded under the LTR.

(15) Reflects increase of $237,895 under the SERP.

(16) Represents $513,640 awarded under the EAIP, $167,750 awarded under the LTR, and $350,000 awarded under a Performance Incentive Arrangement.

(17) Reflects increase of $106,428 under the SERP.

(18) Represents $461,663 awarded under the EAIP and $105,500 awarded under the LTR.

(19) Reflects increase of $4,167 under the SERP.

NON-EQUITY INCENTIVE PLAN COMPENSATION

Lyash John M.

Thomas, III Timothy

Rausch David Fountain Donald Moul Michael D.

Thomas, III Donald A.

Moul Timothy S.

Rausch David B.

EAIP $ 2,570,958 $ 802,856 $ 728,280 $ 592,805 $ 510,186

10 unchanged sentences

(3) The 2021 data is outlined in the table below.

CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS

Lyash John M.

Thomas, III Timothy

Rausch David Fountain Donald Moul Michael D.

Increase under TVARS Plans $ — $ 17,652 $ — $ — $ — $ 41,797

Thomas, III Donald A.

Moul Timothy S.

Rausch David B.

Decrease under TVARS Plans (A)

$ — $ (38,167) $ — $ — $ —

Increase under SERP 1,541,448 96,095 139,756 219,325 185,739

Total $ 1,541,448 $ 57,928 $ 139,756 $ 219,325 $ 185,739

(4) The 2021 data is outlined in the table below.

(A) The present value of the TVARS Plans and SERP are impacted by plan assumption changes and actual plan experience which may be different than previously assumed.

ALL OTHER COMPENSATION

Lyash John M.

Thomas, III Timothy

Rausch David Fountain Donald Moul Michael D.

Thomas, III Donald A.

Moul Timothy S.

Rausch David B.

401(k) Matching Contribution $ 13,050 $ 13,050 $ 13,050 $ 13,050 $ 13,050

4 unchanged sentences

(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.

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) is terminated for cause.

Moul is required to repay to TVA deferred cash recruitment and relocation incentive payments in the amount of $450,000 if, prior to June 21, 2024, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause.

(B) Under the terms of his offer letter, Mr.

(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.

(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.

(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.

(19) Represents $575,360 awarded under the EAIP, $817,500 awarded under the LTP, and $323,334 awarded under the LTR.

(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.

4 unchanged sentences

Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1)

Estimated Possible Future

Payouts Under Non-Equity

Incentive Plan Awards (1)

Current Year Future Years

9 unchanged sentences

416,300 416,300 9/30/2022

LTR 2022-01 (5)

508,000 508,000 9/30/2022

$ 1,457,050 $ 2,914,100 $ 5,828,200 9/30/2023

LTR 2021-03 (5)

22 unchanged sentences

195,000 195,000 9/30/2024

Timothy Rausch EAIP (3)

$ 193,084 $ 386,168 $ 579,252 9/30/2021

202,125 404,250 606,375 9/30/2021

LTR 2019-03 (5)

57,750 57,750 9/30/2021

LTR 2020-02 (5)

110,000 110,000 9/30/2021

LTR 2021-01 (5)

Moul EAIP (3)

$ 306,000 $ 612,000 $ 918,000 9/30/2022

LTP 2020 (4)(10)

163,542 327,083 490,625 9/30/2022

3 unchanged sentences

196,250 196,250 9/30/2022

250,000 500,000 750,000 9/30/2023

LTR 2022-01 (5)

261,000 261,000 9/30/2022

David Fountain EAIP (3)

LTP 2021 (6)(11)

$ 294,375 $ 588,750 $ 1,177,500 9/30/2023

1 unchanged sentence

196,250 196,250 9/30/2023

$ 187,500 $ 375,000 $ 562,500 9/30/2022

LTR 2022-02 (5)

3 unchanged sentences

262,000 262,000 9/30/2024

Donald Moul EAIP (3)

Rausch EAIP (3)

$ 199,262 $ 398,525 $ 597,787 9/30/2022

14 unchanged sentences

110,000 110,000 9/30/2024

Skaggs EAIP (3)

$ 275,975 $ 551,949 $ 827,924 9/30/2021

Fountain EAIP (3)

$ 202,230 $ 404,460 $ 606,690 9/30/2022

LTR 2019-03 (5)

187,500 375,000 562,500 9/30/2022

13 unchanged sentences

(2) Threshold, Target, and Maximum represent amounts that could be earned by an NEO based on performance during the applicable performance cycle.

Threshold, Target, and Maximum targets for EAIP and LTIP are 50 percent, 100 percent, and 150 percent.

Threshold, Target, and Maximum targets for EAIP and LTIP were 50 percent, 100 percent, and 150 percent for 2022.

In 2023, the Maximum target will increase to 200 percent.

(3) Target incentive opportunities as a percentage of salaries were as follows:

1 unchanged sentence

Thomas, 80 percent;

Moul, 80 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.

1 unchanged sentence

Actual EAIP awards earned for performance in 2022 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

See Compensation Discussion and Analysis for a discussion of how each award was determined.

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.

(4) The LTP awards for Mr.

Fountain were granted as part of their employment offers and vested September 30, 2022.

All other LTP awards were granted October 1, 2019, and vested September 30, 2022.

1 unchanged sentence

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 2022 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

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, 2023.

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.

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.

3 unchanged sentences

At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine award payouts.

All other LTP awards were granted effective October 1, 2020 and will vest September 30, 2023.

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 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.

(7) All LTP awards were originally granted October 1, 2021, and will vest September 30, 2024.

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 prorated amount of 15/36th of the LTR grant of $785,000 for the 2020-2022 retention cycle.

(9) 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.

(10) Reflects 15/36th of the target grant amount of $785,000 for the 2020-2022 LTP performance cycle.

(11) Reflects 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 16.833 5,480,806 —

Timothy Rausch TVARS N/A N/A (3)

SERP Tier 1 2.917 417,107 —

David Fountain TVARS N/A N/A (3)

Moul TVARS N/A N/A (3)

SERP Tier 1 1.250 139,756 —

Donald Moul TVARS N/A N/A (3)

Rausch TVARS N/A N/A (3)

SERP Tier 1 3.917 636,432 —

Skaggs TVARS 27.583 814,475 —

Fountain TVARS N/A N/A (3)

SERP Tier 1 2.333 189,906 —

10 unchanged sentences

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.

Qualified Retirement Plans

5 unchanged sentences

The monthly pay credits are equal to six percent of eligible compensation, and monthly interest is credited at an annual interest rate equal to the change in the CPI-U plus three percent (with a minimum of six percent and maximum of 10 percent).

The interest rate during 2021 was six percent.

The interest rate during 2022 was 6.75 percent.

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.

None of the NEOs are 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).

The interest rate during 2022 was 5.75 percent.

12 unchanged sentences

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 six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation.

Fountain, and Mr.

Moul are in this group.

Rausch, and Mr.

Fountain are in this group.

Cash Balance Pension .

For NEOs who are eligible for retirement benefits under the pension plan, which includes Mr.

Thomas and Mr.

Skaggs, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table.

Thomas, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table.

The eligible compensation in 2022 could not exceed $290,000 pursuant to the IRS annual compensation limit applicable to qualified plans.

2 unchanged sentences

401(k) Plan .

All employees eligible to participate in the 401(k) plan, including the NEOs, may elect to contribute to the 401(k) plan on a before-tax, Roth, and/or after-tax basis.

All employees eligible to participate in the 401(k) plan, including the NEOs, may elect to contribute to the 401(k) plan on a before-tax, Roth, and/or after-tax basis, and in-plan Roth rollovers by participation election are available.

For purposes of matching and non-elective contributions from TVA to the 401(k) accounts of the NEOs, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table.

14 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)

(1) Includes vested earnings.

Because none of the amounts are above market or preferential earnings under SEC rules, none of these amounts are included in the Summary Compensation Table.

(2) Includes vested contributions and earnings.

$600,000 of this amount has been reported in the Summary Compensation Table as compensation for a prior fiscal year.

Moul — — — — —

Rausch — — — — —

Fountain — — — — —

(1) None of TVA's NEOs had activity or an outstanding balance in their nonqualified deferred compensation plans as of September 30, 2022.

TVA's compensation plans may allow participants to defer all or a portion of compensation earned under the plans as defined by plan terms and IRS regulations.

4 unchanged sentences

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.

TVA 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.

The TVA Board also approves 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:

38 unchanged sentences

Deferred Cash Recruitment/Relocation Incentive — — — — — —

292,000 292,000 292,000 292,000 292,000 292,000

LTR 1,262,300 1,262,300 1,262,300 2,694,600 1,262,300 1,893,783 (5)

14 unchanged sentences

Survivor will receive 50 percent of the reported value.

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.

(5) 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 unchanged sentences

Severance Agreement $ — $ — $ 1,432,080 $ 2,864,160 $ — $ —

$ — $ — $ 1,377,000 $ 2,754,000 $ — $ —

SERP 5,480,806 (3)(4)(5)

5 unchanged sentences

EAIP 802,856 802,856 802,856 802,856 802,856 802,856

Deferred Cash Recruitment/Relocation Incentive — — — — — —

LTR 482,000 482,000 482,000 1,019,000 482,000 718,000 (7)

20 unchanged sentences

(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.

Timothy Rausch Resignation (1)

Moul Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

3 unchanged sentences

Severance Agreement $ — $ — $ 1,377,000 $ 2,754,000 $ — $ —

417,107 (5) (6)

EAIP 728,280 728,280 728,280 728,280 728,280 728,280

Deferred Cash Recruitment/Relocation Incentive (7)

LTR 566,278 566,278 566,278 1,286,528 566,278 882,736 (8) (9)

9 unchanged sentences

(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.

(4) The Severance Plan provides that the five-year vesting requirement set forth in Section 4.1(a) of the SERP will be waived 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.

1 unchanged sentence

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.

(7) Under the terms of his offer letter, Mr.

(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 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.

(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.

David Fountain Resignation (1)

Rausch Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

7 unchanged sentences

LTR 330,000 330,000 330,000 660,000 330,000 476,667 (7) (8)

LTP 685,000 685,000 (9)

685,000 1,781,000 685,000 1,217,000 (10) (11)

7 unchanged sentences

(3) The five-year vesting requirement has not been met.

(5) Represents the present value of the accumulated benefit.

1 unchanged sentence

Survivor will receive 50 percent of the reported value.

(7) Under the terms of his offer letter, Mr.

(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.

(10) Is not eligible to retire based on definition in the LTIP plan.

(7) The LTIP provides that in the event of a 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 had 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) Is not eligible to retire based on definition in LTIP plan.

(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.

Donald Moul Resignation (1)

(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 had 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.

Fountain Resignation (1)

Retirement Termination without Cause or Resignation for Good Reason

16 unchanged sentences

(3) The five-year vesting requirement has not been met.

(5) Represents the present value of the accumulated benefit.

2 unchanged sentences

(7) Under the terms of his offer letter, Mr.

(7) Is not eligible to retire based on definition in the LTIP plan.

(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.

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

LTR 451,000 451,000 451,000 930,000 451,000 662,500 (7)

LTP 1,293,600 2,345,267 (9)

2,345,267 3,458,600 1,293,600 2,345,267 (10)

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

(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) Represents the present value of the accumulated 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.

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.

Survivor will receive 50 percent of the reported value.

(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.

(10) Is not eligible to retire based on definition in the LTIP plan.

(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

2 unchanged sentences

The TVA Act provides for up to nine directors on the TVA Board.

As of November 12, 2021, the TVA Board consisted of seven members.

As of November 14, 2022, the TVA Board consisted of five 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.

18 unchanged sentences

Compensation (2)

Kilbride $ 55,997 — — — — $ 560 $ 56,557

Allen 55,528 — — — — 555 56,083

William Kilbride $ 61,976 — — — — $ 3,099 $ 65,075

Frazier 56,792 — — — — 2,840 59,632

1 unchanged sentence

Brian Noland 56,464 — — — — 2,823 59,287

Ryder 60,027 — — — — 2,401 62,428

Smith 56,792 — — — — 2,556 59,348

10 unchanged sentences

(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.

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.

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.

creditable service.

A director must have at least five years of creditable service to be eligible to receive retirement benefits.

11 unchanged sentences

Compensation Committee Interlocks and Insider Participation

The People and Governance Committee of the TVA Board currently consists of the following three directors:

Kenneth Allen, A.D.

The People and Governance Committee of the TVA Board currently consists of the following two directors:

Frazier and Brian Noland.

4 unchanged sentences

PEOPLE AND GOVERNANCE COMMITTEE

Kenneth Allen, Chair

Brian Noland, Chair

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

33 unchanged sentences

government, although such agencies do not fall within the definition of "related parties" for purposes of Item 404(a) of Regulation S-K.

These include, among other things, supplying electricity to other federal agencies, purchasing electricity from the Southeastern Power Administration, and engaging in various arrangements involving nuclear materials with the Department of Energy ("DOE").

See Item 1, Business and Note 22 — Related Parties .

TVA also has access to a financing arrangement with the U.S.

TVA also has access to a financing arrangement with the United States Department of the Treasury ("U.S.

TVA and the U.S.

13 unchanged sentences

Treasury indefinitely as a return on the remaining $258 million of the Power Program Appropriation Investment.

See Note 19 — Proprietary Capital — Appropriation Investment .

See Note 22 — Related Parties .

The TVA Act requires the proceeds for each fiscal year derived from the sale of power or any other activities to be paid into the U.S.

13 unchanged sentences

federal financial reporting responsibilities for the preparation and audit of the 2022 and 2021 federal consolidated financial statements of which TVA is a component;

and Bond offering and other financing comfort letters.

Bond offering and other financing comfort letters;

and attestation on TVA's management report of eligible green expenditures.

(2) All other fees reflect accounting and financial reporting research software license costs.

35 unchanged sentences

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 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.

10.1 Second Amended and Restated March Maturity Credit Agreement Dated as of March 25, 2022, 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, Bank of America, N.A., Canadian Imperial Bank of Commerce, New York Branch, First Horizon Bank, 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 March 30, 2022, File No.

10.2 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.

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10.7 December 2019 Maturity Community Bank Credit Agreement Dated as of December 12, 2016, with SunTrust Bank as Administrative Agent and a Lender, Branch Banking and Trust Company as Letter of Credit Issuer and a Lender, First National Bank, First Tennessee Bank National Association, HomeTrust Bank, Pinnacle Bank, Regions Bank, Trustmark National Bank, and United Community Bank (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on December 15, 2016, File No.

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.

10.8 First 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.

10.9 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.

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Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No.

10.16 Commitment Agreement Among Memphis Light, Gas and Water Division, the City of Memphis, Tennessee, and TVA Dated as of November 19, 2003 (Incorporated by reference to Exhibit 10.5 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.17 Power Contract Supplement No.

95 Among Memphis Light, Gas and Water Division, the City of Memphis, Tennessee, and TVA Dated as of November 19, 2003 (Incorporated by reference to Exhibit 10.6 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.18 Void Walk Away Agreement Among Memphis Light, Gas and Water Division, the City of Memphis, Tennessee, and TVA Dated as of November 20, 2003 (Incorporated by reference to Exhibit 10.7 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.19 Power Contract Supplement No.

96 Among Memphis Light, Gas and Water Division, the City of Memphis, Tennessee, and TVA Dated as of November 20, 2003 (Incorporated by reference to Exhibit 10.8 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.20 Overview of TVA's September 26, 2003, Lease and Leaseback of Control, Monitoring, and Data Analysis Network with Respect to TVA's Transmission System in Tennessee, Kentucky, Georgia, and Mississippi (Incorporated by reference to Exhibit 10.9 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.21* Participation Agreement Dated as of September 22, 2003, Among (1) TVA, (2) NVG Network I Statutory Trust, (3) Wells Fargo Delaware Trust Company, Not in Its Individual Capacity, Except to the Extent Expressly Provided in the Participation Agreement, But as Owner Trustee, (4) Wachovia Mortgage Corporation, (5) Wilmington Trust Company, Not in Its Individual Capacity, Except to the Extent Expressly Provided in the Participation Agreement, But as Lease Indenture Trustee, and (6) Wilmington Trust Company, Not in Its Individual Capacity, Except to the Extent Expressly Provided in the Participation Agreement, But as Pass Through Trustee (Incorporated by reference to Exhibit 10.10 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.22* Network Lease Agreement Dated as of September 26, 2003, Between NVG Network I Statutory Trust, as Owner Lessor, and TVA, as Lessee (Incorporated by reference to Exhibit 10.11 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.23* Head Lease Agreement Dated as of September 26, 2003, Between TVA, as Head Lessor, and NVG Network I Statutory Trust, as Head Lessee (Incorporated by reference to Exhibit 10.12 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.24* Leasehold Security Agreement Dated as of September 26, 2003, Made by NVG Network I Statutory Trust to TVA (Incorporated by reference to Exhibit 10.13 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

10.15 Facility Lease-Purchase Agreement Dated as of January 17, 2012, Between John Sevier Combined Cycle Generation LLC and TVA (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, File No.

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10.21* 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.

10.32† 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.

10.22† Amended and Restated TVA Compensation Plan Approved by the TVA Board on May 11, 2022 (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No.

10.23† 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.

10.34† Amended and Restated Executive Annual Incentive Plan Effective as of October 1, 2015 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on October 1, 2015, File No.

10.24† Amended and Restated Executive Annual Incentive Plan Ad opted as of May 10, 2022 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for t he quarter ended March 31, 2022, File No.

10.25† 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.

10.36† 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.

10.26† Amended and Restated Long-Term Incentive Plan Adopted as of May 10, 2022 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No.

10.27† 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.

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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

10.32† Offer Letter to David Fountain Accepted as of April 1, 2020 (Incorporated by reference to Exhibit 10.42 to TVA's Annual Report on Form 10-K for the year ended September 30, 2021, File No.

10.33† Offer Letter to Donald A.

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Kilbride Chair November 14, 2022

/s/ Kenneth E.

Allen Director November 12, 2021

Frazier Director November 14, 2022

1 unchanged sentence

/s/ Brian Noland Director November 14, 2022

Ryder Director November 12, 2021

Smith Director November 14, 2022

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