UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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 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))
Item
4.01 Changes in Registrant's Certifying Accountant.
On
September 27, 2007, the Board of Directors of the Tennessee Valley Authority
(the “Company”) approved the recommendation of the Audit and Ethics Committee of
the Company’s Board of Directors, made in consultation with the Office of the
Inspector General for the Company, to appoint Ernst & Young LLP (“Ernst
& Young”) as the independent registered public accounting firm for the
Company for the fiscal year ending September 30, 2008. The decision
to select Ernst & Young was the result of a competitive process conducted by
the Company in the ordinary course of business.
During
the fiscal years ended September 30, 2006 and 2005, and through September 27,
2007, Ernst & Young was not engaged as the principal accountant of the
Company to audit its financial statements nor did the Company consult with
Ernst
& Young regarding (1) the application of accounting principles to any
completed or proposed transaction, (2) the type of audit opinion that might
be
rendered on the Company’s financial statements for such periods, or (3) any
other accounting, auditing, or financial reporting matter described in Items
304(a)(2)(i) and (ii) of Regulation S-K.
Approving
Ernst & Young as the independent registered public accounting firm for the
Company will result in the September 27, 2007 dismissal of
PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent
registered public accounting firm for the Company, effective upon completion
by
PricewaterhouseCoopers of its procedures described in the next
paragraph.
PricewaterhouseCoopers
remains the independent registered public accounting firm for the Company for
the fiscal year ending September 30, 2007, subject to completion of its
procedures regarding the financial statements of the Company as of and for
the
fiscal year ending September 30, 2007, and the Annual Report on Form 10-K in
which such financial statements will be included.
PricewaterhouseCoopers’s
reports on the financial statements of the Company as of and for the fiscal
years ended September 30, 2006 and 2005, 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, 2006 and 2005, and through September 27, 2007, there
were no disagreements with PricewaterhouseCoopers on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which, if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused PricewaterhouseCoopers to make reference thereto in its
reports on the financial statements of the Company for such
years. During the fiscal years ended September 30, 2006 and 2005, and
through September 27, 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.
These
two
material weaknesses are discussed in detail in Part II, Item 9A, Controls and
Procedures, of the amended Annual Report on Form 10-K/A for the fiscal year
ended September 30, 2006, filed with the Securities and Exchange Commission
(“SEC”) on July 6, 2007, and in Part I, Item 4, Controls and Procedures, of the
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007,
filed with the SEC on August 14, 2007. The Company has authorized
PricewaterhouseCoopers 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 related
to
PricewaterhouseCoopers to PricewaterhouseCoopers and has requested
PricewaterhouseCoopers to provide it with a letter addressed to the SEC stating
whether or not PricewaterhouseCoopers agrees with these
disclosures. A copy of PricewaterhouseCoopers’s letter, dated October
2, 2007, is attached as Exhibit 16.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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16.1
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Letter
from PricewaterhouseCoopers to the SEC dated October 2,
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:
October 2,
2007 /s/
Randy
Trusley
Randy
Trusley
Vice
President and
Controller
EXHIBIT
INDEX
This
exhibit is filed pursuant to Item 4.01 hereof.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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16.1
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Letter
from PricewaterhouseCoopers to the SEC dated October 2,
2007
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