UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
AMENDMENT
NO. 1
CURRENT
REPORT
Pursuant
to Section 13, 15(d), or 37 of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): September 27, 2007
TENNESSEE
VALLEY AUTHORITY
(Exact
name of registrant as specified in its charter)
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A
corporate agency of the United States created by an act of
Congress
(State
or other jurisdiction of incorporation or
organization)
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000-52313
Commission
file number
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62-0474417
(I.R.S.
Employer Identification No.)
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400
W. Summit Hill Drive
Knoxville,
Tennessee
(Address
of principal executive offices)
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37902
(Zip
Code)
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(865) 632-2101
(Registrant’s
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K/A filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
(1)
Item
4.01 Changes in Registrant’s Certifying Accountant.
The
Tennessee Valley Authority (“TVA” or the “Company”) makes this Amendment
No. 1 to its Current Report on Form 8-K dated September 27, 2007, and filed
with the Securities and Exchange Commission on October 2, 2007, to report that
(1) in accordance with the recommendation of the Audit and Ethics Committee
of
the TVA Board of Directors (the “Board”), the Board at its September 27,
2007 meeting dismissed PricewaterhouseCoopers LLP (“PwC”) as the independent
registered public accounting firm for the Company upon completion of PwC’s
procedures on the financial statements of the Company as of and for the fiscal
year ended September 30, 2007, and on the Form 10-K for the fiscal year ended
September 30, 2007, (2) PwC completed such procedures on the Company’s financial
statements and Form 10-K for the fiscal year ended September 30, 2007,
(3) the Company filed its Annual Report on Form 10-K (“10-K”) on December
12, 2007, and (4) as a result of the foregoing, the Company’s dismissal of
PwC as its independent registered public accounting firm became effective with
the filing of the 10-K on December 12, 2007. In accordance with the
Board’s September 27, 2007 approval of the Audit and Ethics Committee’s
recommendation, Ernst & Young LLP (“Ernst & Young”) will serve as the
Company’s independent registered public accounting firm beginning on December
12, 2007.
PwC’s
reports on the financial statements of the Company as of and for the fiscal
years ended September 30, 2007, and 2006, did not contain any adverse opinion
or
a disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope, or accounting principle. During the fiscal
years ended September 30, 2007, and 2006, and through December 12, 2007, there
were no disagreements with PwC concerning any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of PwC, would have caused PwC to
make
reference thereto in its reports on the financial statements of the Company
for
such years.
During
the fiscal years ended September 30, 2007, and 2006, and through December 12,
2007, there were no “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K except for (1) a material weakness in internal controls related
to the Company’s end use billing arrangements with wholesale power customers and
(2) a material weakness related to controls over the completeness, accuracy,
and
authorization of the Company’s property, plant, and equipment transactions and
balances; the calculation of the allowance for funds used during construction;
and the review of construction work in progress accounts for proper closure
to
completed plant assets. As discussed in Part II, Item 9A, Controls
and Procedures, of the 10-K filed on December 12, 2007, the Company has
determined that these issues have been remediated.
The
Company has authorized PwC to respond fully to the inquiries of Ernst &
Young concerning the subject matter of each of the two material weaknesses
described above.
The
Company has provided a copy of the disclosures made in this Form 8-K/A related
to PwC and has requested PwC to provide it with a letter addressed to the
Securities and Exchange Commission stating whether or not PwC agrees with these
disclosures. A copy of PwC’s letter, dated December 18, 2007, is
attached as Exhibit 16.2 to this Form 8-K/A.
(2)
Item
9.01 Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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16.2
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Letter
from PwC to the Securities and Exchange Commission dated December
18,
2007
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SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
Tennessee
Valley
Authority
(Registrant)
Date:
December 18, 2007
/s/
Kimberly S.
Greene
Kimberly
S. Greene
Chief
Financial Officer and Executive
VicePresident, Financial Services
(3)
EXHIBIT
INDEX
This
exhibit is filed pursuant to Item 4.01.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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16.2
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Letter
from PwC to the Securities and Exchange Commission dated December
18,
2007
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(4)