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Report
of Independent
Accountants
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To
the Board of Directors of the Tennessee Valley Authority
In our
opinion, the accompanying balance sheets (power program and all programs)
and the related statements of income (power program), changes in proprietary
capital (power program and nonpower programs), net expense (nonpower
programs) and of cash flows (power program and all programs) present
fairly, in all material respects, the financial position of the power
program and all programs of the Tennessee Valley Authority as of September
30, 2000 and 1999, the results of operations of the power program and
nonpower programs and cash flows of the power program and all programs
for each of the three years in the period ended September 30, 2000,
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Tennessee
Valley Authoritys management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with auditing standards
generally accepted in the United States and Government Auditing
Standards issued by the Comptroller General of the United States,
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made
by management and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above. We have also issued our report dated October 24, 2000,
on TVAs compliance with laws and regulations and internal control
over financial reporting. That report is an integral part of our audit
conducted under Government Auditing Standards that should
be read along with this report on the financial statements.
As discussed in
note 7 to the financial statements, TVA changed its
method for determining the market-related value of pension assets in
1999.

PricewaterhouseCoopers
LLP
Knoxville, Tennessee
October 24, 2000
Report
of Management
Management is responsible for the preparation, integrity
and objectivity of the financial statements of the Tennessee Valley
Authority as well as all other information contained in the annual report.
The financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis and, in
some cases, reflect amounts based on the best estimates and judgments
of management, giving due consideration to materiality. Financial information
contained in the annual report is consistent with that in the financial
statements.
The Tennessee Valley
Authority maintains an adequate system of internal controls to provide
reasonable assurance that transactions are executed in accordance with
managements authorization, that financial statements are prepared
in accordance with generally accepted accounting principles, and that
the assets of the corporation are properly safeguarded. The system of
internal controls is documented, evaluated and tested on a continuing
basis. No internal control system can provide absolute assurance that
errors and irregularities will not occur due to the inherent limitations
of the effectiveness of internal controls; however, management strives
to maintain a balance, recognizing that the cost of such a system should
not exceed the benefits derived. No material internal control weaknesses
have been reported to management.
PricewaterhouseCoopers
LLP was engaged to audit the financial statements of the Tennessee Valley
Authority and issue reports thereon. Its audits were conducted in accordance
with generally accepted auditing standards. Such standards require a
review of internal controls and an examination of selected transactions
and other procedures sufficient to provide reasonable assurance that
the financial statements neither are misleading nor contain material
errors. The Report of Independent Accountants does not limit the responsibility
of management for information contained in the financial statements
and elsewhere in the annual report.

David N. Smith
Chief Financial Officer
and Executive Vice President of Financial Services
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