Tennessee Valley Authority - Amended Annual Report (10-K/A)
21 Dicembre 2007 - 8:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO. 1
to
Annual Report on Form 10-K for the Fiscal Year
Ended
September 30, 2007
(MARK
ONE)
[
X ]
ANNUAL REPORT PURSUANT TO SECTION 13, 15(d), OR 37 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended September 30, 2007
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
transition period from _____ to _____
Commission
file number 000-52313
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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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
Securities
registered pursuant to Section 12(b) of the
Act: None
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes
[ ] No [ X ]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13, Section 15(d), or Section 37 of the Securities Exchange
Act. Yes [ ] No [ X ]
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13, 15(d), or 37 of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes
[ X
] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the
Securities Exchange Act. (Check one): Large accelerated
filer [ ] Accelerated filer
[ ] Non-accelerated filer [ X
]
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act). Yes
[ ] No [ X ]
Explanatory
Note
This
Amendment No. 1 on Form 10-K/A to
the Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended
September 30, 2007, is being filed to clarify that certain deficiencies in
TVA’s
disclosure controls and procedures identified in Item 9A of the original Annual
Report were not material weaknesses or significant
deficiencies. Unless specifically noted herein, this Form 10-K/A does
not reflect events occurring after December 12, 2007, the date the original
Annual Report was filed. Any information not affected by the
amendment is unchanged and reflects the disclosures made at the time the
original Annual Report was filed.
ITEM
9A. CONTROLS AND PROCEDURES
An
evaluation has been performed under
the supervision of TVA management (including the president and chief executive
officer) and members of the disclosure control committee (including the chief
financial officer and the vice president and controller) of the effectiveness
of
the design and operation of TVA’s disclosure controls and procedures as of
September 30, 2007. Based on that evaluation, the president and chief
executive officer and members of the disclosure control committee (including
the
chief financial officer and the vice president and controller) concluded that
TVA’s disclosure controls and procedures were effective as of September 30,
2007, to ensure that information required to be disclosed in reports TVA files
or submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized, and reported within the time periods specified in
Securities and Exchange Commission rules and forms. This includes controls
and
procedures designed to ensure that such information is accumulated and
communicated to TVA management, including the president and chief executive
officer, the disclosure control committee, and the chief financial officer,
as
appropriate, to allow timely decisions regarding required
disclosure.
During
the preparation of the Annual
Report on Form 10-K, TVA did, however, determine that certain information which
was required to be included in Current Reports on Form 8-K or as exhibits to
periodic reports was not so included. This information concerned
executive compensation, executive employment, and the renewal of credit
facilities. The majority of the relevant information was, however,
disclosed by TVA in other reports filed by TVA with the SEC during the
year. These matters are disclosed in greater detail in the Current
Report on Form 8-K filed by TVA on December 11, 2007, and in the Annual Report
on Form 10-K. The failures were the result of control deficiencies
and human error. The control deficiencies were not material
weaknesses or significant deficiencies. TVA has identified
improvements to its disclosure controls, which involve both additional controls
and additional training. TVA has begun to implement these
improvements.
TVA
management believes that a control
system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company can be detected.
TVA’s
controls and procedures are
designed to provide reasonable, but not absolute, assurance that the objectives
will be met. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.
During
the most recent fiscal quarter,
there were changes in TVA’s internal control over financial reporting that have
materially affected TVA’s internal control over financial
reporting. In particular, TVA completed the remediation of material
internal control weaknesses related to (1) TVA’s end-use billing arrangements
with wholesale power customers and (2) the completeness, accuracy, and
authorization of TVA’s property, plant, and equipment transactions and balances,
the calculation of AFUDC, and the review of construction work in progress
accounts for proper closure to completed plant.
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The
following documents have been filed as part of this Amendment No. 1 on Form
10-K/A to the Annual Report on Form 10-K for the fiscal year ended September
30,
2007:
(3) List
of Exhibits
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31.1
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Rule
13a-14(a)/15d-14(a) Certification Executed by the Chief Executive
Officer
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31.2
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Rule
13a-14(a)/15d-14(a) Certification Executed by the Chief Financial
Officer
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SIGNATURES
Pursuant
to the requirements of Section
13, 15(d), or 37 of the Securities Exchange Act of 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
Date: December
21,
2007 TENNESSEE
VALLEY AUTHORITY
(Registrant)
By:
/s/
Tom D.
Kilgore
Tom
D. Kilgore
President
and Chief Executive Officer
EXHIBIT
INDEX
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Exhibit No.
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Description
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31.1
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Rule
13a-14(a)/15d-14(a) Certification Executed by the Chief Executive
Officer
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31.2
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Rule
13a-14(a)/15d-14(a) Certification Executed by the Chief Financial
Officer
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