Tennessee Valley Authority (Form: 10-Q, Received: 12/15/2008 15:07:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13, 15(d), OR 37 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

o 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)

A corporate agency of the United States created by an act of Congress (State or other jurisdiction of incorporation or organization)	62-0474417 (IRS Employer Identification No.)
400 W. Summit Hill Drive Knoxville, Tennessee (Address of principal executive offices)	37902 (Zip Code)

(865) 632-2101

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o

Non-accelerated filer x Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

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Explanatory Note

In this Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2008 (“Quarterly Report”), the Tennessee Valley Authority (“TVA”) is restating the financial statements as of and for the quarter ended June 30, 2007, primarily to restate revenue associated with an accounting error in the financial statements included in the Quarterly Report for the quarterly period ended June 30, 2007 (the “Original 10-Q”). The error was discovered during TVA’s review of its unbilled revenue estimation process.

TVA is primarily a wholesale provider of power to distributor customers (“distributors”) that resell the power to end users at retail rates. Under TVA’s end-use billing arrangements with distributors, TVA relies on distributors to report their end-use sales. Because of the delay between the wholesale delivery of power to the distributor and the report of end-use sales to TVA, TVA must estimate the unbilled revenue at the end of each financial reporting period. In September 2006, TVA implemented a change in methodology for estimating unbilled revenue for electricity sales which resulted in an increase of $232 million in unbilled revenue (2.6 percent of operating revenue) for 2006.

The estimation process implemented in September 2006 utilized the distributors’ average rates and an estimate of the number of days of revenue outstanding to reflect the delay in reporting the end-use sales to TVA (“days outstanding”). The number of days outstanding was derived using a procedure similar to a cross-correlation calculation that compared the monthly retail load to the monthly wholesale load. The intent was to reflect in the unbilled estimate the end-use sales that would be reported that month by distributors plus any remaining sales that would not be reported until the following month due to the delay between wholesale delivery and end-use reporting.

TVA has determined that the process implemented in September 2006 overestimated the days outstanding and that this overestimation resulted in an error in recording unbilled revenue and unbilled receivables. The previous unbilled process also failed to consider the annual true-up of each distributor’s reported distribution losses. The annual true-up reconciles total end-use kilowatt-hour (“kWh”) sales and revenue reported by each distributor with the kWh sales recorded for each distributor at wholesale.

TVA has used a new process for estimating unbilled revenue for the three and nine months ended June 30, 2007 in this Form 10-Q. This process carries over only the portion of sales from the distributor’s meter read date to the month-end. Those sales, along with the current month sales, are then priced at rates based on each distributor’s customer and product mix. Additionally, the true-up component has been added to the unbilled calculation to reflect any timing differences that occur between the retail and wholesale billing cycles. Due to the new process, an adjustment was made to increase revenue for the three month and nine month periods ended June 30, 2007, by $26 million and $22 million, respectively.

The restatement of unbilled revenue also affected TVA’s fuel cost adjustment (“FCA”) calculation. The FCA is a mechanism by which TVA collects the direct cost of fuel used in its generating facilities and also the energy costs of purchased power used to serve power demand. Implementation of the FCA occurred in October 2006 as a joint effort between TVA and its customers. The goal of the FCA is timely recovery of fuel-related expenses to reduce the volatility driven by fuel and purchased power markets. Under TVA’s FCA methodology, adjustments to rates are based primarily on the difference between forecasted and actual expenses for the upcoming quarter, as well as the difference between forecasted and actual revenues for the upcoming quarter. Because the FCA adjustments are forward-looking, there is typically a difference between what is collected in rates and what actual expense is realized over the course of the quarter. This difference is added to or subtracted from a deferred account on TVA’s balance sheet.

The restatement of unbilled revenue changed TVA’s forecasted revenues, and since forecasted revenues are a major component of the FCA calculation, the change in forecasted revenues required a restatement of the amounts in TVA’s deferred FCA account. The FCA deferred balance at September 30, 2007, was restated within the filing of the Amendment No. 2 to TVA’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “Annual Report”).

The unbilled revenue error also affected the application of distributor prepayments. The balance in the distributors’ unbilled accounts receivable is offset by the advance collections of those distributors who make prepayments for their power. As a result of the change in unbilled revenue, the balances in the unbilled receivable and advance collections accounts were also adjusted. The adjustment related to distributor prepayments at September 30, 2007, was restated within the filing of the Annual Report.

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In light of the need for this restatement, TVA has identified a material weakness in its internal control over financial reporting related to its unbilled revenue calculation. To rectify the material weakness, TVA used the new method of calculating the unbilled revenue estimate described above for all periods presented in this Quarterly Report. As remediation of the control occurred prior to the filing of this Quarterly Report, remediation is considered effective as of June 30, 2008. See Part 1, Item 4, Controls and Procedures, for additional information regarding controls and procedures related to this material weakness.

TVA has also included in the appropriate periods in its restated financial statements other miscellaneous adjustments that were deemed to be not material by management, either individually or in the aggregate, and therefore were corrected in the period in which they were identified. These adjustments are described in more detail in Note 2.

The effects of these restatements and miscellaneous adjustments on TVA's quarterly financial statements as of and for the quarter, and nine months ended June 30, 2007, are described in Note 2. The restatements had no impact on TVA’s cash or cash equivalents.

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FORWARD-LOOKING INFORMATION	5
GENERAL INFORMATION	6

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	7
Statements of Income (Unaudited)	7
Balance Sheets	8
Statements of Cash Flow (Unaudited)	9
Statements of Changes in Proprietary Capital	10
Notes to Financial Statements (Unaudited)	11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations	38
Business Overview	38
Liquidity and Capital Resources	45
Results of Operations	48
Off-Balance Sheet Arrangements	56
Critical Accounting Policies and Estimates	57
Changes in Ratemaking	57
New Accounting Standards and Interpretations	56
Corporate Governance	59
Legislative and Regulatory Matters	60
Environmental Matters	61
Legal	64
Management Changes	68
Item 3. Quantitative and Qualitative Disclosures about Market Risk	70
Item 4. Controls and Procedures	70
Disclosure Controls and Procedures	70
Changes in Internal Control over Financial Reporting	71

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	72
Item 1A. Risk Factors	72
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3. Defaults upon Senior Securities	73
Item 4. Submission of Matters to a Vote of Security Holders	73
Item 5. Other Information	73
Item 6. Exhibits	73

Signatures	74
Exhibit Index	75

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FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements relating to future events and future performance. All statements other than those that are purely historical may be forward-looking statements.

In certain cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “project,” “plan,” “predict,” “assume,” “forecast,” “estimate,” “objective,” “possible,” “probably,” “likely,” “potential,” or other similar expressions.

Examples of forward-looking statements include, but are not limited to

•

Statements regarding strategic objectives;

•

Projections regarding potential rate actions;

•

Forecasts of costs of certain asset retirement obligations;

•

Estimates regarding power and energy forecasts

•

Expectations about the adequacy of TVA’s funding of its pension plans, nuclear decommissioning trust, and asset retirement trust;

•

The anticipated results of TVA’s Extended Power Uprate project at Browns Ferry Nuclear Plant;

•

TVA’s plan to reduce the growth in peak demand by up to 1,400 megawatts by the end of 2012;

•

TVA’s plans to borrow under its credit facility with the U.S. Treasury during 2009;

•

TVA’s plans to continue using short-term debt to meet current obligations;

•

The anticipated cost and timetable for placing Watts Bar Unit 2 in service;

Although the Tennessee Valley Authority (“TVA”) believes that the assumptions underlying the forward-looking statements are reasonable, TVA does not guarantee the accuracy of these statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements. These factors include, among other things:

•

New laws, regulations, and administrative orders, especially those related to:

–

TVA’s protected service area,

–

The sole authority of the TVA board of directors to set power rates,

–

Various environmental matters including laws, regulations, and administrative orders restricting emissions and preferring certain fuels or generation sources over others,

–

The licensing, operation, and decommissioning of nuclear generating facilities;

–

TVA’s management of the Tennessee River system,

–

TVA’s credit rating, and

–

TVA’s debt ceiling;

•

Loss of customers;

•

Performance of TVA’s generation and transmission assets;

•

Disruption of fuel supplies, which may result from, among other things, weather conditions, production or transportation difficulties, labor challenges, or environmental regulations affecting TVA’s fuel suppliers;

•

Purchased power price volatility;

•

Events at facilities not owned by TVA that affect the supply of water to TVA’s generation facilities;

•

Compliance with existing environmental laws and regulations;

•

Significant delays or cost overruns in construction of generation and transmission assets;

•

Inability to obtain regulatory approval for the construction of generation assets;

•

Significant changes in demand for electricity;

•

Legal and administrative proceedings, including awards of damages and amounts paid in settlements;

•

Weather conditions, including drought;

•

Failure of TVA’s transmission facilities or the transmission facilities of other utilities;

•

Events at any nuclear facility, even one that is not operated by or licensed to TVA;

•

Catastrophic events such as fires, earthquakes, floods, tornadoes, pandemics, wars, terrorist activities, and other similar events, especially if these events occur in or near TVA’s service area;

•

Reliability of purchased power providers, fuel suppliers, and other counterparties;

•

Changes in the market price of commodities such as coal, uranium, natural gas, fuel oil, construction materials, electricity, and emission allowances;

•

Changes in the prices of equity securities, debt securities, and other investments;

•

Changes in interest rates;

•

Creditworthiness of TVA, its counterparties, and its customers;

•

Rising pension costs and health care expenses;

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•

Increases in TVA’s financial liability for decommissioning its nuclear facilities and retiring other assets;

•

Unplanned contributions to TVA’s pension or other postretirement benefit plans or to TVA’s nuclear decommissioning trust;

•

Limitations on TVA’s ability to borrow money;

•

Changes in the economy;

•

Ineffectiveness of TVA’s disclosure controls and procedures and its internal control over financial reporting;

•

Changes in accounting standards;

•

The loss of TVA’s ability to use regulatory accounting;

•

Problems attracting and retaining skilled workers;

•

Changes in technology;

•

Changes in TVA’s plans for allocating its financial resources among projects;

•

Differences between estimates of revenues and expenses and actual revenues and expenses incurred;

•

Volatility in financial markets;

•

Changes in the market for TVA securities;

•

Unforeseeable events; and

Additionally, other risks that may cause actual results to differ materially from the predicted results are set forth in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in Part II, Item 1A, Risk Factors in this Quarterly Report, and in Item 1A, Risk Factors and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in TVA’s Annual Report on Form 10-K, as amended, for the fiscal year ended September 30, 2007 (“Annual Report”), and in other filings TVA makes from time to time with the Securities and Exchange Commission (“SEC”). New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the extent to which any factor or combination of factors may impact TVA’s business or cause results to differ materially from those contained in any forward-looking statement.

TVA undertakes no obligation to update any forward-looking statement to reflect developments that occur after the statement is made.

GENERAL INFORMATION

Fiscal Year

Unless otherwise indicated, years (2008, 2007, etc.) in this Quarterly Report refer to TVA’s fiscal years ended September 30.

Notes

References to “Notes” are to the Notes to Financial Statements contained in Part I, Item 1, Financial Statements in this Quarterly Report.

Available Information

TVA's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are made available on TVA's web site, free of charge, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. TVA's web site is www.tva.gov. Information contained on TVA’s web site shall not be deemed to be incorporated into, or to be a part of, this Quarterly Report. In addition, the public may read and copy any reports or other information that TVA files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. TVA's SEC reports are also available to the public without charge from the web site maintained by the SEC at www.sec.gov.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TENNESSEE VALLEY AUTHORITY

STATEMENTS OF INCOME (UNAUDITED)

(in millions)

	Three months ended						Nine months ended
	June 30						June 30
	2008			2007			2008			2007
				(As Restated)						(As Restated)
Operating revenues
Sales of electricity
Municipalities and cooperatives	$	2,125		$	1,889		$	6,110		$	5,549
Industries directly served		361			304			1,135			907
Federal agencies and other		31			29			89			80
Other revenue		35			43			96			114
Operating revenues		2,552			2,265			7,430			6,650
Revenue capitalized during precommercial operations		–			(23	)		–			(23	)
Net operating revenues		2,552			2,242			7,430			6,627


Operating expenses
Fuel and purchased power		1,013			790			2,908			2,370
Operating and maintenance		575			571			1,714			1,687
Depreciation, amortization, and accretion		394			366			1,176			1,096
Tax equivalents		122			109			359			326
Loss on asset impairment		7			1			7			18
Total operating expenses		2,111			1,837			6,164			5,497

Operating income		441			405			1,266			1,130

Other income, net (Note 1)		7			16			8			51

Unrealized gain on derivative contracts, net (Note 1)		–			98			–			129

Interest expense
Interest on debt and leaseback obligations		347			346			1,028			1,045
Amortization of debt discount, issue, and reacquisition costs, net		5			4			15			14
Allowance for funds used during construction and nuclear fuel expenditures		(4	)		(45	)		(12	)		(144	)
Net interest expense		348			305			1,031			915

Net income	$	100		$	214		$	243		$	395

The accompanying Notes are an integral part of these financial statements.

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TENNESSEE VALLEY AUTHORITY

BALANCE SHEETS

(in millions)

	June 30			September 30
	2008			2007
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	300		$	165
Restricted cash and investments (Note 1)		122			150
Accounts receivable, net (Note 1)		1,383			1,458
Inventories and other, net		844			663
Total current assets		2,649			2,436

Property, plant, and equipment
Completed plant		39,823			38,811
Less accumulated depreciation		(16,708	)		(15,937	)
Net completed plant		23,115			22,874
Construction in progress		1,725			1,286
Nuclear fuel and capital leases		731			672
Total property, plant, and equipment, net		25,571			24,832

Investment funds		1,045			1,169

Regulatory and other long-term assets (Note 1)
Deferred nuclear generating units		2,836			3,130
Other regulatory assets		2,080			1,790
Subtotal		4,916			4,920
Other long-term assets		1,357			375
Total regulatory and other long-term assets		6,273			5,295

Total assets	$	35,538		$	33,732

LIABILITIES AND PROPRIETARY CAPITAL

Current liabilities
Accounts payable and accrued liabilities	$	1,143		$	1,205
Collateral funds held		148			157
Accrued interest		311			406
Current portion of leaseback obligations		41			43
Current portion of energy prepayment obligations		106			106
Short-term debt, net		456			1,422
Current maturities of long-term debt (Note 4)		2,030			90
Total current liabilities		4,235			3,429

Other liabilities
Other liabilities		2,182			2,067
Regulatory liabilities (Note 1)		1,248			83
Asset retirement obligations		2,280			2,189
Leaseback obligations		990			1,029
Energy prepayment obligations (Note 1)		953			1,032
Total other liabilities		7,653			6,400

Long-term debt, net (Note 4)		20,681			21,099

Total liabilities		32,569			30,928

Commitments and contingencies

Proprietary capital
Appropriation investment		4,728			4,743
Retained earnings		1,999			1,763
Accumulated other comprehensive loss (Note 3)		(67	)		(19	)
Accumulated net expense of stewardship programs		(3,691	)		(3,683	)
Total proprietary capital		2,969			2,804

Total liabilities and proprietary capital	$	35,538		$	33,732

The accompanying Notes are an integral part of these financial statements.

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TENNESSEE VALLEY AUTHORITY

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the nine months ended June 30

(in millions)

	2008			2007
				(As Restated)
Cash flows from operating activities
Net income	$	243		$	395
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization, and accretion		1,191			1,126
Nuclear refueling outage amortization		77			62
Loss on asset impairment		7			18
Amortization of nuclear fuel		136			94
Non-cash retirement benefit expense		106			151
Net unrealized gain on derivative contracts		–			(129	)
Prepayment credits applied to revenue		(79	)		(79	)
Fuel cost adjustment deferral		12			(111	)
Other, net		67			10
Changes in current assets and liabilities
Accounts receivable, net		96			100
Inventories and other, net		(94	)		(162	)
Accounts payable and accrued liabilities		(53	)		(31	)
Accrued interest		(95	)		(140	)
Pension contributions		(56	)		(56	)
Refueling outage costs		(145	)		(90	)
Other, net		(2	)		43
Net cash provided by operating activities		1,411			1,201

Cash flows from investing activities
Construction expenditures		(1,552	)		(1,151	)
Combustion turbine asset acquisitions		–			(100	)
Nuclear fuel expenditures		(253	)		(109	)
Change in restricted cash and investments		10			14
Proceeds from investments, net		3			2
Loans and other receivables
Advances		(6	)		(7	)
Repayments		9			13
Proceeds from sale of receivables/loans		–			2
Other, net		1			1
Net cash used in investing activities		(1,788	)		(1,335	)

Cash flows from financing activities
Long-term debt
Issues		2,105			36
Redemptions and repurchases		(539	)		(469	)
Short-term (redemptions)/borrowings, net		(966	)		234
Payments on leaseback financing		(34	)		(27	)
Payments on equipment financing		(7	)		(7	)
Payments from other financing		–			(1	)
Financing costs, net		(17	)		(1	)
Payments to U.S. Treasury		(30	)		(30	)
Net cash provided by (used in) financing activities		512			(265	)

Net change in cash and cash equivalents		135			(399	)
Cash and cash equivalents at beginning of period		165			536

Cash and cash equivalents at end of period	$	300		$	137

The accompanying Notes are an integral part of these financial statements.

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TENNESSEE VALLEY AUTHORITY

STATEMENTS OF CHANGES IN PROPRIETARY CAPITAL

For the three months ended June 30, 2008 and 2007

(in millions)

	Appropriation Investment			Retained Earnings of Power Program			Accumulated Other Comprehensive Income (Loss)			Accumulated Net Expense of Nonpower Programs			Total			Comprehensive Income (Loss)

Balance at March 31, 2007 (Unaudited) (Restated)	$	4,753		$	1,524		$	6		$	(3,676	)	$	2,607
Net income (loss) (Restated)		–			218			–			(4	)		214		$	214
Return on Power Facility Appropriation Investment		–			(5	)		–			–			(5	)		–
Other comprehensive income (Note 3)		–			–			(25	)		–			(25	)		(25	)
Return of Power Facility Appropriation Investment		(5	)		–			–			–			(5	)		–

Balance at June 30, 2007 (Unaudited) (Restated)	$	4,748		$	1,737		$	(19	)	$	(3,680	)	$	2,786		$	189

Balance at March 31, 2008 (Unaudited) (Restated)	$	4,733		$	1,900		$	(67	)	$	(3,687	)	$	2,879
Net income (loss)		–			104			–			(4	)		100		$	100
Return on Power Facility Appropriation Investment		–			(5	)		–			–			(5	)		–
Other comprehensive income (Note 3)		–			–			–			–			–			–
Return of Power Facility Appropriation Investment		(5	)		–			–			–			(5	)		–

Balance at June 30, 2008 (Unaudited)	$	4,728		$	1,999		$	(67	)	$	(3,691	)	$	2,969		$	100

For the nine months ended June 30, 2008 and 2007

	Appropriation Investment			Retained Earnings of Power Program			Accumulated Other Comprehensive Income (Loss)			Accumulated Net Expense of Nonpower Programs			Total			Comprehensive Income (Loss)

Balance at September 30, 2006 (Restated)	$	4,763		$	1,349		$	43		$	(3,672	)	$	2,483
Net income (loss) (Restated)		–			403			–			(8	)		395		$	395
Return on Power Facility Appropriation Investment		–			(15	)		–			–			(15	)		–
Accumulated other comprehensive income (Note 3)		–			–			(62	)		–			(62	)		(62	)
Return of Power Facility Appropriation Investment		(15	)		–			–			–			(15	)		–

Balance at June 30, 2007 (Unaudited) (Restated)	$	4,748		$	1,737		$	(19	)	$	(3,680	)	$	2,786		$	333

Balance at September 30, 2007 (Restated)	$	4,743		$	1,763		$	(19	)	$	(3,683	)	$	2,804
Net income (loss)		–			251			–			(8	)		243		$	243
Return on Power Facility Appropriation Investment		–			(15	)		–			–			(15	)		–
Accumulated other comprehensive income (Note 3)		–			–			(48	)		–			(48	)		(48	)
Return of Power Facility Appropriation Investment		(15	)		–			–			–			(15	)		–

Balance at June 30, 2008 (Unaudited)	$	4,728		$	1,999		$	(67	)	$	(3,691	)	$	2,969		$	195

The accompanying Notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in millions except where noted)

1. Summary of Significant Accounting Policies

General

The Tennessee Valley Authority (“TVA”) is a wholly-owned corporate agency and instrumentality of the United States. TVA was created by the U.S. Congress in 1933 by virtue of the Tennessee Valley Authority Act of 1933, as amended , 16 U.S.C. §§ 831-831ee (as amended, the “TVA Act”). TVA was created to improve navigation on the Tennessee River, reduce flood damage, provide agricultural and industrial development, and provide electric power to the Tennessee Valley region. TVA manages the Tennessee River and its tributaries for multiple river-system purposes, such as navigation; flood damage reduction; power generation; environmental stewardship; shoreline use; and water supply for power plant operations, consumer use, recreation, and industry.

Substantially all TVA revenues and assets are attributable to the power program. TVA provides power in most of Tennessee, northern Alabama, northeastern Mississippi, and southwestern Kentucky and in portions of northern Georgia, western North Carolina, and southwestern Virginia to a population of approximately nine million people. The power program has historically been separate and distinct from the stewardship programs. The power program is required to be self-supporting from power revenues and proceeds from power financings, such as proceeds from the issuance of bonds, notes, and other evidences of indebtedness (“Bonds”). Although TVA does not currently receive congressional appropriations, it is required to make annual payments to the U.S. Treasury in repayment of, and as a return on, the government’s appropriation investment in TVA power facilities (the “Power Facility Appropriation Investment”). Before 2000, most of the funding for TVA’s stewardship programs was provided by congressional appropriations. These programs are now funded with power revenues except for certain stewardship activities that generate various revenues and user fees. These activities related to stewardship properties do not meet the criteria of an operating segment pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures About Segments of an Enterprise and Related Information.” Accordingly, stewardship assets and properties are included as part of the power program, TVA’s only operating segment.

Power rates are established by the TVA board of directors (“TVA Board”) as authorized by the TVA Act. The TVA Act requires TVA to charge rates for power that will produce gross revenues sufficient to provide funds for operation, maintenance, and administration of its power system; payments to states and counties in lieu of taxes (“tax equivalent payments”); debt service on outstanding indebtedness; payments to the U.S. Treasury in repayment of and as a return on the Power Facility Appropriation Investment; and such additional margin as the TVA Board may consider desirable for investment in power system assets, retirement of outstanding Bonds in advance of maturity, additional reduction of the Power Facility Appropriation Investment, and other purposes connected with TVA’s power business. In setting TVA’s rates, the TVA Board is charged by the TVA Act to have due regard for the primary objectives of the TVA Act, including the objective that power shall be sold at rates as low as are feasible. Power rates set by the TVA Board are not subject to the prior approval of or subsequent review by any state or federal regulatory body.

Basis of Presentation

TVA prepares its interim financial statements in conformity with generally accepted accounting principles (“GAAP”) accepted in the United States for interim financial information. Accordingly, TVA’s interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. Because the accompanying interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements, they should be read in conjunction with the audited financial statements for the year ended September 30, 2007, and the notes thereto, which are contained in TVA’s 10K/A No.2.

The amounts included in the accompanying interim financial statements are unaudited but, in the opinion of TVA management, reflect all adjustments, which consist solely of normal recurring adjustments, necessary to fairly present TVA’s financial position and results of operations for the interim periods. Due to seasonal weather variations and the timing of planned maintenance and refueling outages of electric generating units, the results of operations for interim periods are not necessarily indicative of amounts expected for the entire year.

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Use of Estimates

In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the amounts of revenues and expenses reflected during the reporting period. Actual results could differ from those estimates.

Fiscal Year

TVA’s fiscal year ends September 30. Unless otherwise indicated, years (2008, 2007, etc.) refer to TVA’s fiscal years.

Restricted Cash and Investments

As of June 30, 2008, and September 30, 2007, TVA had $122 million and $150 million, respectively, in Restricted cash and investments on its Balance Sheets primarily related to collateral posted with TVA by a swap counterparty in accordance with certain credit terms included in the swap agreement. This resulted in the funds being reported in Restricted cash and investments.

Accounts Receivable

Accounts receivable primarily consist of amounts due from customers for power sales. The table below summarizes the types and amounts of receivables.

Accounts Receivable

	At June 30 2008			At September 30 2007

Power receivables billed	$	229		$	316
Power receivables unbilled		973			986
Fuel cost adjustment-current		121			132
Total power receivables		1,323			1,434
Other receivables		62			26
Allowance for uncollectible accounts		(2	)		(2	)
Net accounts receivable	$	1,383		$	1,458

Cost-Based Regulation

Regulatory assets and regulatory liabilities are classified under the provisions of SFAS No. 71 , “Accounting for the Effects of Certain Types of Regulation” (“SFAS No. 71”), and are included in Accounts receivable, net, Deferred nuclear generating units, Other regulatory assets, and Regulatory liabilities and as an offset to Property, plant, and equipment on the June 30, 2008, and September 30, 2007, Balance Sheets.

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TVA’s regulatory assets and liabilities are summarized in the table below.

TVA Regulatory Assets and Liabilities

	At June 30 2008		At September 30 2007

Regulatory Assets:
Unfunded benefit costs	$	907	$	973
Nuclear decommissioning costs		611		419
Debt reacquisition costs		201		210
Deferred losses relating to TVA’s financial trading program		–		8
Deferred outage costs		164		96
Deferred capital lease asset costs		55		66
Unrealized losses on certain swap and swaption contracts		125		–
Fuel cost adjustment: long-term		17		18
Subtotal		2,080		1,790
Deferred nuclear generating units		2,836		3,130
Subtotal		4,916		4,920
Fuel cost adjustment receivable: short-term		121		132

Total	$	5,037	$	5,052

Regulatory Liabilities:
Unrealized gains on coal purchase contracts	$	1,080	$	16
Capital lease liabilities		52		67
Deferred gains relating to TVA’s financial trading program		116		–
Subtotal		1,248		83
Accrued tax equivalents		24		4
Reserve for future generation		71		74

Total	$	1,343	$	161

Subsequent to the third quarter of 2008, commodity prices have become variable. The following table reflects the effect of market conditions on natural gas and fuel oil commodities as shown by the changes in the Deferred gains relating to TVA’s financial trading program and market conditions on coal commodities as shown by the changes in Unrealized gains on coal purchase contracts on TVA’s balance sheets at September 30, 2008 and November 30, 2008:

Market Conditions on Natural Gas and Fuel Oil Commodities

	Regulatory Liabilities*
	June 30 2008		September 30 2008			November 30 2008
Deferred gains (losses) relating to TVA’s financial trading program	$	116	$	(146	)*	$	(218	)*
Unrealized gains on coal purchase contracts		1,080		813			516

* As of June 30, 2008, Deferred gains (losses) relating to TVA's financial trading program were shown in Regulatory liabilities within the Balance Sheet presentation. Due to market fluctuations, the valuations as of September 30, 2008, and November 30, 2008, are listed as Deferred (losses) relating to TVA financial trading program, which are shown as Regulatory assets with in the Balance Sheet presentation.

In the first quarter of 2008, TVA began using regulatory accounting treatment to defer the unrealized mark-to-market gains and losses on certain swap and swaption contracts to reflect that the gain or loss is included in the ratemaking formula when these transactions actually settle. The value of swaps and swaptions is still recorded on TVA’s balance sheet with realized gains or losses on these contracts recorded in TVA's income statement. The deferred unrealized loss on the value of swaps and swaptions was $125 million for the first three quarters of 2008 and is included as a Regulatory asset on the June 30, 2008, Balance Sheet. See Swaps and Swaptions in this Note 1.

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On February 8, 2008, TVA finalized an agreement to purchase the Office of Power Complex (the major portion of TVA’s Chattanooga Office Complex in Chattanooga, Tennessee) upon the expiration of the existing lease term on January 1, 2011. The purchase price is $22 million, payable on January 3, 2011. In accordance with Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 26, “Accounting for Purchase of a Leased Asset by the Lessee during the Term of the Lease — an interpretation of FASB Statement No. 13,” TVA increased the basis of the capital lease asset by $14 million, increased the capital lease regulatory asset by $1 million, and increased the capital lease obligation by $15 million.

TVA established a reserve for future generation funded by power customers which is also classified as a regulatory liability. Because of the nature of the reserve, it is considered as an offset to Property, plant, and equipment on the June 30, 2008, and September 30, 2007, Balance Sheets.

The FCA structure approved by the TVA Board in 2007 included a provision related to the current funding of the future expense TVA will incur for tax equivalent payments. As TVA records the fuel cost adjustment, the portion of the calculation that relates to a future liability for tax equivalent payments is recorded as a regulatory liability. The resulting liability of $24 million at June 30, 2008, and $4 million at September 30, 2007, is included in Accounts payable on the respective Balance Sheets.

Reserve for Future Generation

During the first quarter of 2007, TVA began collecting in rates amounts intended to fund future generation based on the need for additional generating capacity in TVA’s service area. Because these amounts were intended to fund future costs, they were originally deferred as a regulatory liability. The funds were based on a predetermined rate applied to electricity sales approved as part of TVA’s 2007 budget. Collections for the three months and nine months ended June 30, 2007, amounted to $19 million and $53 million, respectively. Total collections for the year ended September 30, 2007, amounted to $76 million. These amounts were recorded as a regulatory liability on the June 30, 2007, and September 30, 2007, Balance Sheets, respectively, as a component of Completed plant. Following the purchase of two combustion turbine facilities, these funds were applied as credits to Completed plant and are reflected on the September 30, 2007, Balance Sheet. The funds collected for future generation are being amortized to revenue in order to match revenue with the corresponding depreciation expense of the facilities on the Statement of Income. This revenue recognition process began when the facilities were placed into service. The reserve for future generation was not extended beyond 2007. The balance of the reserve for future generation was $71 million at June 30, 2008, and $74 million at September 30, 2007. TVA recognized revenue of $1 million during each of the first, second, and third quarters of 2008 consistent with the manner in which the related assets are being depreciated.

Other Long-Term Assets

Other long-term assets is comprised of the following:

Other Long-Term Assets

	June 30 2008		September 30 2007
Loans receivable, net	$	78	$	79
Currency swap valuation		199		280
Coal contract valuation		1,080		16

Total	$	1,357	$	375

TVA enters into coal contracts with volume options to protect against market prices. The $1,064 million increase in valuation of commodity contracts is related to increases in the price of this commodity.

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Energy Prepayment Obligations

Prior to 2005, TVA entered into sales agreements with 36 customers for 54.5 discounted energy units totaling approximately $55 million. Total credits applied to power billings on a cumulative basis from these arrangements through June 30, 2008, exceeded $30 million. Of this amount, over $1 million was recognized as revenue for the three months ended June 30, 2008, and 2007, respectively, and over $4 million was recognized as revenue for the nine months ended June 30, 2008, and 2007, respectively.

In November 2003, TVA, Memphis Light, Gas, and Water Division (“MLGW”), and the City of Memphis entered into agreements whereby MLGW prepaid a portion of its power requirements for 15 years. The amount of the prepayment was $1.5 billion. The prepayment credits are being applied to reduce MLGW’s monthly power bill on a straight-line basis over the same 15-year period. Total credits applied to power billings on a cumulative basis through June 30, 2008, exceeded $465 million. Of this amount, $25 million was recognized as revenue for the three months ended June 30, 2008, and 2007, respectively, and $75 million was recognized as revenue for the nine months ended June 30, 2008, and 2007, respectively. These amounts were based on the ratio of kilowatt-hours of electricity delivered to the total kilowatt-hours under contract.

At June 30, 2008, and September 30, 2007, obligations for these energy prepayments were $1,059 million and $1,138 million, respectively. These amounts are included in Energy prepayment obligations and Current portion of energy prepayment obligations on the June 30, 2008, and September 30, 2007, Balance Sheets.

Asset Retirement Obligations

In accordance with the provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations,” TVA recognizes the fair value of legal obligations associated with the retirement of certain tangible long-lived assets. The fair value of the liability is added to the book value of the associated asset. The liability increases due to the passage of time (accretion expense), based on the time value of money, until the obligations settle. Subsequent to the initial recognition, the future liability is adjusted for any periodic revisions to the expected cost of the retirement obligation (changes in estimates to future cash flows) and for accretion of the liability due to the passage of time.

During the third quarter of 2008, TVA’s total asset retirement obligation (“ARO”) increased $31 million due to accretion expense. The nuclear accretion expense of $23 million was deferred and charged to a regulatory asset in accordance with SFAS No. 71 . The remaining accretion expense of $8 million, related to coal-fired and gas/oil combustion turbine plants, asbestos, and polychlorinated biphenyls (“PCBs”), was expensed during the third quarter of 2008. During the third quarter of 2007, TVA’s total ARO increased $30 million. The increase was comprised of $7 million in new AROs plus $23 million in ARO expense (accretion of the liability).

During the first nine months of 2008, TVA’s total ARO increased $91 million due to accretion expense, $69 million related to nuclear ARO accretion, and $22 million related to non-nuclear ARO accretion. For the first nine months of 2007, TVA’s total ARO increased $157 million. The increase was comprised of $90 million in new AROs plus $67 million in ARO expense (accretion of the liability).

Reconciliation of Asset Retirement Obligation Liability
	Three Months Ended June 30				Nine Months Ended June 30
	2008		2007		2008		2007

Balance at beginning of period	$	2,249	$	2,112	$	2,189	$	1,985

Changes in nuclear estimates to future cash flows		–		7		–		89
Non-nuclear additional obligations		–		–		–		1
		–		7		–		90
Add: ARO (accretion) expense
Nuclear accretion (recorded as a regulatory asset)		23		16		69		46
Non-nuclear accretion (charged to expense)		8		7		22		21
		31		23		91		67

Balance at end of period	$	2,280	$	2,142	$	2,280	$	2,142

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Other Income, Net

Other income, net is comprised of the following:

Other Income, Net

	Three Months Ended June 30					Nine Months Ended June 30
	2008			2007		2008			2007
				As Restated					As Restated
Interest income	$	3		$	7	$	13		$	26
External services		5			6		10			14
Unrealized (losses) gains on investments		(2	)		2		(25	)		4
Claims settlement		–			–		8			–
Miscellaneous		1			1		2			7

Total other income, net	$	7		$	16	$	8		$	51

Allowance for Funds Used During Construction

TVA capitalizes interest as an allowance for funds used during construction ("AFUDC"), based on the average interest rate of TVA’s outstanding debt. The allowance is applicable to construction in progress related to certain projects and certain nuclear fuel inventories. TVA continues to capitalize a portion of current interest costs associated with funds invested in most nuclear fuel inventories, but since October 1, 2007, interest on funds invested in capital projects has been capitalized only for projects with (1) an expected total project cost of $1 billion or more, and (2) an estimated construction period of at least three years in duration. The adoption of this new criteria has greatly reduced the number of qualifying projects, which was approximately 800 at September 30, 2007. Only one project — Watts Bar Nuclear Plant Unit 2 — met the new AFUDC criteria during the nine months ending June 30, 2008. The accumulated balance of costs for qualifying projects, which is used to calculate AFUDC, averaged approximately $3 billion for the year ended September 30, 2007. By contrast, the accumulated balance of costs for qualifying construction projects averaged approximately $51 million for the nine months ended June 30, 2008.

Swaps and Swaptions

From time to time TVA has entered into call monetization transactions using swaptions to hedge the value of call provisions on certain of its Bond issues. A swaption essentially grants a third party an option to enter into a swap agreement with TVA under which TVA receives a floating rate of interest and pays the third party a fixed rate of interest equal to the interest rate on the Bond issue whose call provision TVA monetized.

These call monetization transactions result in long-term liabilities until such time as TVA repurchases the option or until the option matures. These liabilities are marked to market each quarter. In accordance with the accounting policy that was in effect on September 30, 2007, the changes in the value of these liabilities were reported as unrealized gains or losses through TVA’s income statement in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). The volatility of the valuations resulted in the recognition of sizable amounts of non-cash expense or income, which affected net income.

The TVA Board approved, beginning in 2008, the utilization of regulatory accounting treatment for swaps and swaptions related to call monetization transactions. This reflects that the effects of these transactions are included in ratemaking when they actually settle. This treatment removes the non-cash impacts to TVA’s earnings that result from marking the value of these instruments to market each quarter. The value of the swaps and swaptions will still be recorded on TVA’s balance sheet, and any interest expense impacts will continue to be reflected in TVA’s income statement. The deferred unrealized gain on the value of the swaps and swaptions was $74 million for the third quarter of 2008, and the deferred unrealized loss for the first nine months of 2008 was $125 million. The deferred unrealized loss of $125 million is included as a Regulatory asset on the June 30, 2008, Balance Sheet.

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Impact of New Accounting Standards and Interpretations

Accounting for Planned Major Maintenance Activities . On September 8, 2006, FASB released FASB Staff Position (“FSP”) AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” The FSP addresses the accounting for planned major maintenance activities and amends certain provisions in the American Institute of Certified Public Accountants Industry Audit Guide, “ Audits of Airlines,” and Accounting Principles Board Opinion No. 28, “ Interim Financial Reporting .” The guidance in this FSP states that entities should adopt an accounting method that recognizes overhaul expenses in the appropriate period. The following accounting methods are most often employed/permitted: direct expensing method; built-in overhaul method; or deferral method. The guidance in this FSP is applicable to entities in all industries and must be applied to the first fiscal year beginning after December 15, 2006. TVA adopted this guidance for 2008. Except for the recording of certain regulatory assets, TVA’s policy is to expense maintenance costs as incurred (direct expensing method). Therefore, the adoption of this FSP did not have a material impact on TVA’s results of operations or financial position.

Fair Value Measurements . In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities that currently require fair value measurement. SFAS No. 157 also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop measurement assumptions. Provisions of SFAS No. 157 were to be effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. However, in February 2008, FASB issued FSP FAS 157-2, "Effective Date of FASB Statement No. 157,” (“SFAS No. 157-2”), which delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. This FSP delays the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. TVA will implement SFAS No. 157 in the first quarter of 2009, and will utilize the deferral portion of FSP FAS 157-2 for all nonfinancial assets and liabilities within its scope. In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” ("FSP FAS 157-3"). FSP FAS 157-3 clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The guidance emphasizes that determining fair value in an inactive market depends on the facts and circumstances and may require the use of significant judgment. FSP FAS 157-3 is effective upon issuance, including prior periods for which financial statements have not been issued, and will become effective for TVA at upon its implementation of SFAS No. 157 during the first quarter of 2009. TVA is evaluating the requirements of SFAS No. 157 and the related FSP’s and has not yet determined the impact of their implementation, which may or may not be material to TVA’s results of operations or financial position.

Fair Value Option . In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115,” (“SFAS No. 159”) . This statement permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS No.159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Most of the provisions in SFAS No. 159 are elective. The provisions of SFAS No. 159 are effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157. SFAS No. 159 will become effective for TVA during the first quarter of 2009. TVA is evaluating the requirements of this statement and has not yet determined the potential impact of its implementation, which may or may not be material to TVA’s results of operations or financial position.

Offsetting Amounts . On April 30, 2007, FASB issued FSP FIN No. 39-1, “Amendment of FASB Interpretation No. 39,” which addresses certain modifications to FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts.” This FSP replaces the terms “conditional contracts” and “exchange contracts” with the term “derivative instruments” as defined in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The FSP also permits a reporting entity to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement. The guidance in the FSP is effective for fiscal years beginning after November 15, 2007, with early application permitted. At this time, TVA is evaluating the requirements of this guidance and has not yet determined the potential impact of its implementation, which may or may not be material to TVA’s financial position.

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Business Combinations . In December 2007, FASB issued SFAS No. 141R, “Business Combinations,” (“SFAS No. 141R”). This statement establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including non-controlling interests, contingent consideration, and certain acquired contingencies. SFAS No. 141R also requires acquisition-related transaction expenses and restructuring costs to be expensed as incurred rather than capitalized as a component of the business combination. The provisions of SFAS No. 141R are effective as of the beginning of an entity’s first fiscal year that begins on or after December 15, 2008. Early adoption is prohibited. SFAS No. 141R will become effective for TVA as of October 1, 2009. TVA expects that SFAS No. 141R could have an impact on accounting for any businesses acquired after the effective date of this pronouncement.

Derivative Instruments and Hedging Activities . In March 2008, FASB issued SFAS No. 161, “ Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” (“ SFAS No. 161”) which establishes, among other things, the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 . The effective date of adoption for TVA is the second quarter of 2009.

Hierarchy of Generally Accepted Accounting Principles . In May 2008, FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” (“ SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The implementation of SFAS No. 162 is not expected to have a material impact on TVA’s consolidated financial position and results of operations.

Employers’ Disclosures about Postretirement Benefit Plan Assets . On October 29, 2008, FASB issued FSP No.132 (R)-a, “ Employers’ Disclosures about Pensions and Other Postretirement Benefits,” to require that an employer disclose the following information about the fair value of plan assets: 1) the level within the fair value hierarchy in which fair value measurements of plan assets fall; 2) information about the inputs and valuation techniques used to measure the fair value of plan assets; and 3) a reconciliation of beginning and ending balances for fair value measurements of plan assets using significant unobservable inputs. The final FSP will be effective for fiscal years ending after December 15, 2009, with early application permitted. At initial adoption, application of the FSP would not be required for earlier periods that are presented for comparative purposes. TVA is currently evaluating the potential impact of adopting this FSP on its disclosures in the financial statements.

2. Restatement

The accompanying financial statements as of and for the three and nine months ended June 30, 2007, have been restated. TVA determined that the method implemented to estimate unbilled revenues in September 2006 had resulted in errors in unbilled revenue presented in TVA’s financial statements for the fiscal years ended September 30, 2006, and 2007, and the quarterly periods ended December 31, 2006, March 31, 2007, June 30, 2007, December 31, 2007, and March 31, 2008. There was no effect on periods prior to the three months ended September 30, 2006.

Under TVA’s end-use billing arrangements with its distributor customers (“distributors”), TVA relies on the distributors to report their end-use sales. Because of the delay between the wholesale delivery of power to the customer and the report of end-use sales to TVA, TVA must estimate the unbilled revenue at the end of each financial reporting period. In September 2006, TVA implemented a change in methodology for estimating unbilled revenue for electricity sales which resulted in an increase of $232 million in unbilled revenue (or 2.6 percent of operating revenues) for 2006.

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TVA has determined that the process implemented in September 2006 overestimated the days outstanding and that this overestimation of days outstanding resulted in an error in recording unbilled revenue and unbilled receivables. The previous unbilled method also failed to consider the annual true-up of each distributor’s reported distribution losses. The annual true-up reconciles total end-use kilowatt-hour (“kWh”) sales and revenue reported by each distributor with the kWh sales recorded for each distributor at wholesale.

TVA has used a new process for estimating unbilled revenues for the three and nine months ended June 30, 2008, and June 30, 2007. This process carries over only the portion of sales from the distributor’s meter read date to the month-end. Those sales, along with the current month sales, are then priced at rates based on each distributor’s customer and product mix. Additionally, a true-up component has been added to the unbilled calculation to reflect any timing differences that occur between the retail and wholesale billing cycles. Due to the new process, an adjustment was made to increase revenue for the three month and nine month periods ended June 30, 2007, by $26 million and $22 million, respectively.

The unbilled revenue error also affected the application of distributor prepayments. The balance in the distributors’ unbilled accounts receivable is offset by a reduction in the advance collections of those distributors who make prepayments for their power. As a result of the change in unbilled revenue, the balances in the unbilled receivable and advance collections accounts were also adjusted. The adjustment related to distributor prepayments at September 30, 2007, was restated within the filing of the Annual Report.

TVA has evaluated these errors and determined that the impact was an overstatement of net income for the fiscal year ended September 30, 2006, and understatements of net income for the fiscal year ended September 30, 2007, and the three months ended December 31, 2008, and 2007, the six months ended March 31, 2008, and 2007, and the nine months ended June 30, 2007. The changes to the financial statements for the respective years primarily involves accounts receivable and retained earnings on the balance sheets, and operating revenues and net income on the statements of income. The errors and restatements have no impact on cash and cash equivalents.

TVA has also included in the appropriate periods in its restated financial statements other miscellaneous adjustments that were previously deemed to be immaterial by management, either individually or in the aggregate, and therefore were corrected in the period in which they were identified. These adjustments are described in more detail below. References in the “Note” column correspond to lines on the Statements of Income following this table. Accordingly, previously reported amounts are being restated to properly reflect the accounting for these items as follows:

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Statements of Income

Summary of Restatements

For the Three and Nine Months Ended June 30, 2007

		Three Months				Nine Months
Line Item	Description of Adjustment	2007			Note	2007			Note
Operating revenues	Unbilled revenue adjustments	$	26			$	22
	Revenue capitalized during pre-commercial plant operation		(23	)			(23	)
	Reclassification of expenses previously netted with revenue		3				8
			6		I07-1		7		I07-5

Operating expenses	Fuel cost adjustment		6				14
	Revenue capitalized during pre-commercial plant operation		(23	)			(23	)
	Reclassification of operating expenses to asset impairment (O&M)		(1	)			(23	)
	Reclassification of operating expenses to asset impairment (Asset Impairment)		1				23
	Loss on asset impairment from audit adjustments		–				(5	)
	Change in period for depreciation expense		–				(8	)
	Intercompany charges reclassification		(14	)			(11	)
	Financing cost interest reclassification		(12	)			(36	)
	Reclassification of expenses previously netted with revenue		4				11
			(39	)	I07-2		(58	)	I07-6

Operating income			45				65

Other income/expense	Additional legal reserve		–				3
	Intercompany charges reclassification		(14	)			(11	)
	Reclassification of other income previously reported as revenue		1				3
			(13	)	I07-3		(5	)	I07-7

Interest expense	Financing cost interest reclassification		12		I07-4		36		I07-8

Net income		$	20			$	24

Accordingly, previously reported amounts are being restated to properly reflect the accounting for these items as follows:

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Statements of Income

The following table summarizes the statements of income for the periods indicated, giving effect to the restatement adjustments described above and showing previously reported amounts and restated amounts for the three and nine months ended June 30, 2007.

Statements of Income

	For the Three Months Ended June 30, 2007										For the Nine Months Ended June 30, 2007
	As Previously Reported			Increase (Decrease)			Note	As Restated			As Previously Reported			Increase (Decrease)			Note	As Restated
Operating revenues
Sales of electricity
Municipalities and cooperatives	$	1,863			26			$	1,889		$	5,527			22			$	5,549
Industries directly served		304			–				304			907			–				907
Federal agencies and other		29			–				29			80			–				80
Other revenue		40			3				43			106			8				114
Operating revenues		2,236			29				2,265			6,620			30				6,650
Revenue capitalized during pre-commercial plant operations		–			(23	)			(23	)		–			(23	)			(23	)
Net operating revenues		2,236			6		I07-1		2,242			6,620			7		I07-5		6,627

Operating expenses
Fuel and purchased power		779			11				790			2,342			28				2,370
Operating and maintenance		621			(50	)			571			1,782			(95	)			1,687
Depreciation, amortization, and accretion		366			–				366			1,104			(8	)			1,096
Tax equivalents		110			(1	)			109			327			(1	)			326
Loss on asset impairment		–			1				1			–			18				18
Total operating expenses		1,876			(39	)	I07-2		1,837			5,555			(58	)	I07-6		5,497

Operating income		360			45				405			1,065			65				1,130

Other income (expense), net		29			(13	)	I07-3		16			56			(5	)	I07-7		51

Unrealized gain on derivative contracts, net		98			–				98			129			–				129

Interest expense
Interest on debt and leaseback obligations		334			12				346			1,009			36				1,045
Amortization of debt discount, issue, and reacquisition costs, net		4			–				4			14			–				14
Allowance for funds used during construction and nuclear fuel expenditures		(45	)		–				(45	)		(144	)		–				(144	)
Net interest expense		293			12		I07-4		305			879			36		I07-8		915

Net income	$	194		$	20			$	214		$	371		$	24			$	395

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Statements of Cash Flows

The following table summarizes the statements of cash flows for the periods indicated, giving effect to the restatement adjustments described above and showing previously reported amounts and restated amounts for the nine months ended June 30, 2007.

Statement of Cash Flows

	June 30, 2007
	As Previously Reported			Increase (Decrease)			As Restated
Cash flows from operating activities
Net income	$	371		$	24		$	395
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization, and accretion		1,134			(8	)		1,126
Nuclear refueling outage amortization		62			–			62
Loss on asset impairment		23			(5	)		18
Amortization of nuclear fuel		94			–			94
Non-cash retirement benefit expense		151			–			151
Net unrealized gain on derivative contracts		(129	)		–			(129	)
Prepayment credits applied to revenue		(79	)		–			(79	)
Fuel cost adjustment deferral		(126	)		15			(111	)
Other, net		13			(3	)		10
Changes in current assets and liabilities
Accounts receivable, net		122			(22	)		100
Inventories and other		(162	)		–			(162	)
Accounts payable and accrued liabilities		(119	)		88			(31	)
Accrued interest		(140	)		–			(140	)
Pension contributions		(56	)		–			(56	)
Refueling outage costs		(90	)		–			(90	)
Other, net		43			–			43
Net cash provided by operating activities		1,112			89			1,201

Cash flows from investing activities
Construction expenditures		(1,041	)		(110	)		(1,151	)
Combustion turbine asset acquisitions		(100	)		–			(100	)
Nuclear fuel expenditures		(130	)		21			(109	)
Change in restricted cash and investments		14			–			14
Proceeds from investments, net		2			–			2
Loans and other receivables					–
Advances		(7	)		–			(7	)
Repayments		13			–			13
Proceeds from sale of receivables/loans		2			–			2
Other, net		1			–			1
Net cash used in investing activities		(1,246	)		(89	)		(1,335	)

Cash flows from financing activities
Long-term debt
Issues		36			–			36
Redemptions and repurchases		(469	)		–			(469	)
Short-term borrowings, net		234			–			234
Payments on leaseback financing		(27	)		–			(27	)
Payments on equipment financing		(7	)		–			(7	)
Payments from other financing		(1	)		–			(1	)
Financing costs, net		(1	)		–			(1	)
Payments to U.S. Treasury		(30	)		–			(30	)
Net cash used in financing activities		(265	)		–			(265	)

Net change in cash and cash equivalents		(399	)		–			(399	)
Cash and cash equivalents at beginning of period		536			–			536

Cash and cash equivalents at end of period	$	137			–		$	137

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Statements of Changes in Proprietary Capital

The following table summarizes the statement of change in proprietary capital for the periods indicated, giving effect to the restatement adjustments described above and showing previously reported amounts and restated amounts for the three months ended June 30, 2007.

Statement of Changes in Proprietary Capital

	Appropriation Investment			Retained Earnings (Restated)			Accumulated Other Comprehensive (Loss) Income			Accumulated Net Expense of Stewardship Programs			Total (Restated)			Comprehensive Income (Loss) (Restated)
Balance at March 31, 2007, as previously reported	$	4,753		$	1,736		$	6		$	(3,676	)	$	2,819
Increase (Decrease)		–			(212	)		–			–			(212	)
Balance at March 31, 2007, as restated		4,753			1,524			6			(3,676	)		2,607
Net income (loss)		–			198			–			(4	)		194		$	194
Return on Power Facility Appropriation Investment		–			(5	)		–			–			(5	)		–
Accumulated other comprehensive (loss)		–			–			(25	)		–			(25	)		(25	)
Return of Power Facility Appropriation Investment		(5	)		–			–			–			(5	)		–

Balance at June 30, 2007, as previously reported		4,748		1,929				(19	)		(3,680	)		2,978			169
Increase (Decrease)		–			(192	)		–			–			(192	)		20
Balance at June 30, 2007, as restated	$	4,748		$	1,737		$	(19	)	$	(3,680	)	$	2,786		$	189

Statements of Changes in Proprietary Capital restatements are due to changes in net income and retained earnings resulting from the restatement process. Please refer to the Statement of Net Income for discussion of the changes in net income. Please refer to the Balance Sheets for discussion of changes in Retained earnings. All other components remain consistent with the presentation noted in the original statement presentation.

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Statement of Changes in Proprietary Capital

	Appropriation Investment			Retained Earnings (Restated)			Accumulated Other Comprehensive (Loss) Income			Accumulated Net Expense of Stewardship Programs			Total (Restated)			Comprehensive Income (Loss) (Restated)
Balance at September 30, 2006, as previously reported	$	4,763		$	1,565		$	43		$	(3,672	)	$	2,699
Increase (Decrease)		–			(216	)		–			–			(216	)
Balance at September 30, 2006, as restated		4,763			1,349			43			(3,672	)		2,483
Net income (loss)		–			379			–			(8	)		371		$	371
Return on Power Facility Appropriation Investment		–			(15	)		–			–			(15	)		–
Accumulated other comprehensive (loss)		–			–			(62	)		–			(62	)		(62	)
Return of Power Facility Appropriation Investment		(15	)		–			–			–			(15	)		–

Balance at June 30, 2007, as previously reported		4,748			1,929			(19	)		(3,680	)		2,978			309
Increase (Decrease)		–			(192	)		–			–			(192	)		24
Balance at June 30, 2007, as restated	$	4,748		$	1,737		$	(19	)	$	(3,680	)	$	2,786		$	333

3. Accumulated Other Comprehensive Income (Loss)

SFAS No. 130, “Reporting Comprehensive Income,” requires the disclosure of other comprehensive income to reflect changes in capital that result from transactions and economic events from non-owner sources. The decrease in other comprehensive income for the three months and nine months ended June 30, 2008, and 2007, was primarily due to unrealized losses related to mark-to-market valuation adjustments for certain derivative instruments.

Total Other Comprehensive Income (Loss) Activity

	Three Months Ended						Nine Months Ended
	June 30						June 30
	2008			2007			2008			2007

Accumulated other comprehensive (loss) income at beginning of period	$	(67	)	$	6		$	(19	)	$	43
Changes in fair value:
Foreign currency swaps		–			(25	)		(48	)		(71	)
Inflation swap		–			−			–			9
Accumulated other comprehensive (loss) at end of period	$	(67	)	$	(19	)	$	(67	)	$	(19	)

Note: Foreign currency swap changes are shown net of reclassifications from other comprehensive income to earnings. The amounts reclassified from other comprehensive income resulted in a charge to earnings of $33 million for the first three quarters of 2008 and an increase to earnings of $81 million for the first three quarters of 2007.

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4. Debt Securities

Debt Outstanding

The TVA Act authorizes TVA to issue Bonds in an amount not to exceed $30 billion outstanding at any time. Debt outstanding at June 30, 2008, and September 30, 2007, including translation losses of $266 million and $299 million, respectively, related to Bonds denominated in foreign currencies, consisted of the following:

Debt Outstanding
	At June 30 2008			At September 30 2007
Short-term debt
Discount notes (net of discount)	$	456		$	1,422
Current maturities of long-term debt		2,030			90
Total short-term debt, net		2,486			1,512

Long-term debt
Long-term		20,880			21,288
Unamortized discount		(199	)		(189	)
Total long-term debt, net		20,681			21,099

Total outstanding debt	$	23,167		$	22,611

Debt Securities Activity

The table below summarizes TVA’s long-term Bond activity for the period from October 1, 2007, to June 30, 2008.

Debt Securities Activity
	Date	Amount		Interest Rate			Maturity	Callable
Issuances:

electronotes ®	October 2007	$	24		5.50	%	October 2022	October 2008
	November 2007		17		4.80	%	November 2014	November 2008
	First Quarter 2008		41

	January 2008		36		4.75	%	January 2028	January 2012
	March 2008		25		4.50	%	March 2018	March 2010
	Second Quarter 2008		61

	April 2008 (Third Quarter 2008)		3		3.50	%	April 2013	April 2009

2008 Series A	January 2008		500		4.88	%	January 2048
2008 Series B	March 2008		1,000		4.50	%	April 2018
2008 Series C	June 2008		500		5.50	%	June 2038

Total		$	2,105

Redemptions/Maturities:

electronotes ®	First Quarter 2008	$	–	NA
	Second Quarter 2008		197		5.11	%
	Third Quarter 2008		115		3.80	%

1998 Series D	March 2008		7		5.49	%
1999 Series A	March 2008		10		5.62	%
1999 Series A	May 2008		102		5.62	%
1998 Series D	June 2008		108		5.49	%

Total		$	539
Note: electronotes ® interest rate is a weighted average rate.

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On May 1, 2008, the rate on the 1999 Series A Putable Automatic Rate Reset Securities (“1999 Series A Bonds”) was reset from 5.62 percent to 5.17 percent. In conjunction with the reset, $102 million of the entire principal amount of $400 million of 1999 Series A Bonds was redeemed by investors. On June 1, 2008, the rate on the 1998 Series D Putable Automatic Rate Reset Securities (“1998 Series D Bonds”) was reset from 5.49 percent to 5.46 percent. In conjunction with the reset, $108 million of the entire principal amount of $459 million of 1998 Series D Bonds was redeemed by investors.

5. Asset Acquisitions

New Generation

On May 9, 2008, TVA completed the purchase, of a three-unit, 891-megawatt combined cycle, combustion-turbine facility located in Southaven, Mississippi, owned by Southaven Power, LLC (“Southaven”). The purchase of the facility fits with the goals of TVA’s Strategic Plan adopted by the TVA Board on May 31, 2007, to diversify its generation facilities by acquiring natural gas plants.

The aggregate purchase price was $466 million, including a base purchase price of $461 million and a $5 million payment to Southaven in connection with the termination of an operation-and-maintenance agreement held by a Southaven affiliate. The fair value of the assets acquired at the date of acquisition was booked to Property, plant and equipment within Completed plant.

Buildings

On February 8, 2008, TVA finalized an agreement to purchase the Office of Power Complex (the portion of TVA’s Chattanooga Office Complex in Chattanooga, Tennessee, leased from Chattanooga Valley Associates) upon the expiration of the existing lease term on January 1, 2011. The purchase price is $22 million, payable on January 3, 2011. Accordingly, the regulatory liability for capital lease liabilities and the property, plant and equipment account for capital leases were adjusted in accordance with FASB Interpretation No. 26, “ Accounting for Purchase of a Leased Asset by the Lessee during the Term of the Lease — an interpretation of FASB Statement No. 13.”

6. Risk Management Activities and Derivative Transactions

TVA is exposed to various market risks. These market risks include risks related to commodity prices, investment prices, interest rates, currency exchange rates, inflation, and counterparty credit risk. To help manage certain of these risks, TVA has entered into various derivative transactions, principally commodity option contracts, forward contracts, swaps, swaptions, futures, and options on futures. It is TVA’s policy to enter into derivative transactions solely for hedging purposes and not for speculative purposes.

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TVA has recorded the following amounts for its derivative instruments:

Mark-to-Market Values of Derivative Instruments

	At June 30 2008			At September 30 2007

Interest rate swaps:
$476 million notional	$	(151	)	$	(115	)
$28 million notional		(4	)		(3	)
$14 million notional		(2	)		(1	)

Currency swaps:
Sterling		32			63
Sterling		112			148
Sterling		55			69

Swaption - $1 billion notional		(353	)		(269	)

Coal contracts with volume options		1,080			16

Futures and options on futures:
Margin Cash Account*		45			18
Unrealized gains/(losses)		116			(8	)

Note * In accordance with certain credit terms, TVA used leveraging to trade financial instruments under the financial trading program. Therefore, the margin cash account balance does not represent 100 percent of the net market value of the derivative positions outstanding as shown in the Financial Trading Program Activity table below.

TVA has a financial trading program under which TVA uses various physical and financial instruments, such as futures, swaps, options on futures, and options on swaps, to hedge TVA’s exposure to natural gas, fuel oil, and electricity prices. At June 30, 2008, TVA had derivative positions outstanding under the program equivalent to 4,020 natural gas contracts. This was comprised of 1,875 futures contracts, 1,005 swap contracts, and 1,140 option contracts. See Derivative Positions Outstanding table below. The derivative positions outstanding under the program had an approximate net market value of $535 million at June 30, 2008. See Financial Trading Program Activity table below.

For the nine months ended June 30, 2008, TVA recognized realized gains of $34 million, which were recorded as a decrease to purchased power expense. Unrealized gains at June 30, 2008, were $116 million, representing an increase of $124 million for the nine months ended June 30, 2008. TVA deferred the $116 million as a regulatory liability in accordance with the FCA rate mechanism. TVA will continue to defer all financial trading program unrealized gains or losses and record only realized gains or losses as purchased power costs at the time the derivative instruments are settled.

At June 30, 2007, TVA’s derivative positions outstanding under the program had an approximate net market value of $201 million. See Financial Trading Program Activity table below. For the nine months ended June 30, 2007, TVA recognized realized losses of $10 million, which were recorded as an increase to purchased power expense. Unrealized losses at June 30, 2007, were $22 million, representing an increase of $16 million for the quarter ended June 30, 2007. TVA deferred the $22 million as a regulatory asset in accordance with the FCA rate mechanism.

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Derivative Positions Outstanding At June 30

			2008						2007
	Number of Contracts		Notional Amount per Contract (in mmBtu)		Total Notional Amount (in mmBtu)		Number of Contracts		Notional Amount per Contract (in mmBtu)		Total Notional Amount (in mmBtu)

Natural gas futures		1,875		10,000		18,750,000		1,915		10,000		19,150,000

Natural gas swaps
Bilateral swaps (daily)		858		7,733		6,635,000		–		–		–
Bilateral swaps (monthly)		147		99,184		14,580,000		925		10,000		9,245,000
Subtotal		1,005				21,215,000		925				9,245,000

Natural gas options
Bilateral options		–		–		–		–		–		–
Exchange traded options		1,140		10,000		11,400,000		–		–		–
Subtotal		1,140		10,000		11,400,000		–		–		–

Total		4,020				51,365,000		2,840				28,395,000

Financial Trading Program Activity For the Nine Months Ended June 30


	2008						2007
	Notional Amount			Contract			Notional Amount			Contract
	(in mmBtu)			Value			(in mmBtu)			Value
Natural gas futures contracts
Financial positions, beginning of period, net		16,230,000		$	131			4,290,000		$	35
Purchased		30,770,000			277			32,050,000			251
Settled		(28,250,000	)		(272	)		(17,190,000	)		(125	)
Realized gains/(losses)		–			33			–			(8	)
Net positions-long		18,750,000			169			19,150,000			153

Natural gas swaps contracts
Financial positions, beginning of period, net		1,970,000			12			1,822,500			11
Fixed portion		27,710,000			301			9,632,500			73
Floating portion - realized		(8,465,000	)		(71	)		(2,210,000	)		(12	)
Realized gains/(losses)		–			2			–			(2	)
Net positions-long		21,215,000			244			9,245,000			70

Natural gas options contracts
Financial positions, beginning of period, net		5,600,000			1			–			–
Calls purchased		6,150,000			8			–			–
Puts sold		3,150,000			(2	)		–			–
Positions closed or expired		(3,500,000	)		(1	)		–			–
Net positions-long		11,400,000			6			–			–

Holding (losses)/gains
Unrealized (losses) at beginning of period, net		–			(8	)		–			(6	)
Unrealized gains/(losses) for the period		–			124			–			(16	)
Unrealized gains/(losses) at end of period, net		–			116			–			(22	)

Financial positions at end of period, net		51,365,000		$	535			28,395,000		$	201

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7. Benefit Plans

TVA sponsors a defined benefit pension plan that covers most of its full-time employees, a defined contribution plan that covers most of its full-time employees, a Supplemental Executive Retirement Plan (“SERP”) to provide additional benefits to specified individuals in addition to those available under the defined benefit pension plan, and an unfunded postretirement medical plan that provides for non-vested contributions toward the cost of certain retirees' medical coverage.

The following table provides the components of net periodic benefit cost for the plans.

TVA Benefit Plans

	Pension Benefits						Other Benefits				Pension Benefits						Other Benefits
	Three Months Ended June 30						Three Months Ended June 30				Nine Months Ended June 30						Nine Months Ended June 30
	2008			2007			2008		2007		2008			2007			2008		2007

Service cost	$	28		$	30		$	1	$	1	$	83		$	91		$	4	$	4
Interest cost		131			124			7		8		392			371			21		20
Expected return on plan assets		(152	)		(142	)		–		–		(456	)		(428	)		–		–
Amortization of prior service cost		9			9			2		2		28			27			4		4
Recognized net actuarial loss		10			21			1		0		31			63			4		4
Net periodic benefit cost	$	26		$	42		$	11	$	11	$	78		$	124		$	33	$	32

The TVA Board approved $75 million in pension contributions for 2008 with contributions of $37 million and $38 million made in March and September, respectively. In addition, TVA made a $6 million contribution to the SERP in September 2008. During the nine months ended June 30, 2008, TVA made $37 million in contributions to its pension plans. TVA does not separately set aside assets to fund other benefit costs, but rather funds such costs on an as-paid basis. TVA provided approximately $17 million during the nine months ended June 30, 2008, to fund other benefit costs.

8. Workers’ Compensation

TVA provides workers’ compensation benefits in accordance with the requirements of the Federal Employees’ Compensation Act. TVA recognizes the obligations related to these benefits on an actuarial basis as determined at the end of each fiscal year. The discount rate utilized to value these benefits corresponds to the actuarial duration of the annual claims paid for all active cases, including compensation and medical benefits. TVA has determined that such durations are best represented by an accumulation of claims which are concentrated around a particular 10-year period. Accordingly, TVA utilizes a discount rate at the end of each fiscal year which corresponds to the U.S. Treasury 10-Year constant maturities rate as published by the Federal Reserve Bank. At the end of 2007, TVA utilized a discount rate of 4.59 percent to actuarially value its 2007 workers’ compensation obligations. During the six months ended March 31, 2008, the rate declined more than 100 basis points. TVA, therefore, revised its 2008 estimated workers’ compensation expense utilizing the published rate of 3.44 percent for March 14, 2008. As a result of this revision, TVA recorded additional workers' compensation expense of $23 million for the six months ended March 31, 2008 and an additional $12 million of workers' compensation expense for the three months ended June 30, 2008. As of June 30, 2008, the U.S. Treasury 10-Year constant maturities rate as published by the Federal Reserve Bank had not changed materially from its March 14, 2008 level. Going forward, TVA will continue to monitor the U.S. Treasury 10-Year constant maturities rate as published by the Federal Reserve Bank, and will make any necessary revisions to expense in future periods as material changes occur.

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9. Asset Impairment

During the third quarter of 2008, TVA recognized a total of $7 million in asset impairment losses related to its Property, plant, and equipment. The $7 million Loss on asset impairment included partial write-downs of scrubber projects at TVA’s Bull Run Fossil Plant (“Bull Run”) and John Sevier Fossil Plant (“John Sevier”) due to modifications made in the chosen technology needed to implement a more cost effective solution for sulfur dioxide (“SO 2 ”) removal.

During the first quarter of 2007 and the third quarter of 2007, TVA recognized a total of $17 million and $1 million, respectively, in asset impairment losses related to its Property, plant, and equipment. The $18 million Loss on asset impairment included a $17 million write-off of a scrubber project at TVA’s Colbert Fossil Plant (“Colbert”) and a $1 million write-off due to re-valuation of other projects.

TVA elected to recognize the impairment losses in 2007 and 2008 and not include the losses in its rate base.

10. Legal Proceedings

TVA is subject to various legal proceedings and claims that have arisen in the ordinary course of business. These proceedings and claims include the matters discussed below. In accordance with SFAS No. 5, “Accounting for Contingencies,” TVA had accrued approximately $61 million with respect to the proceedings described below as of June 30, 2008, as well as approximately $5 million with respect to other proceedings that have arisen in the normal course of TVA’s business. No assurance can be given that TVA will not be subject to significant additional claims and liabilities. If actual liabilities significantly exceed the amounts accrued, TVA’s results of operations, liquidity, and financial condition could be materially adversely affected.

Global Warming Cases, Southern District of New York . On July 21, 2004, two lawsuits were filed against TVA in the United States District Court for the Southern District of New York alleging that global warming is a public nuisance and that CO 2 emissions from fossil-fuel electric generating facilities should be ordered abated because they contribute to causing the nuisance. The first case was filed by various states (California, Connecticut, Iowa, New Jersey, New York, Rhode Island, Vermont, and Wisconsin) and the City of New York against TVA and other power companies. The second case, which alleges both public and private nuisance, was filed against the same defendants by Open Space Institute, Inc., Open Space Conservancy, Inc., and the Audubon Society of New Hampshire. The plaintiffs do not seek monetary damages, but instead seek a court order requiring each defendant to cap its CO 2 emissions and then reduce these emissions by an unspecified percentage each year for at least a decade. In September 2005, the district court dismissed both lawsuits because they raised political questions that should not be decided by the courts. The plaintiffs appealed to the United States Court of Appeals for the Second Circuit (“Second Circuit”). Oral argument was held before the Second Circuit on June 7, 2006. On June 21, 2007, the Second Circuit directed the parties to submit letter briefs by July 6, 2007, addressing the impact of the Supreme Court’s decision in Massachusetts v. EPA , 127 S.Ct. 1438 (2007), on the issues raised by the parties. On July 6, 2007, the defendants jointly submitted their letter brief. The Second Circuit is deliberating on its decision.

Case Involving Alleged Violations of the New Source Review Regulations at Bull Run Fossil Plant . The National Parks Conservation Association, Inc. (“NPCA”), and the Sierra Club, Inc. (“Sierra Club”) filed suit against TVA on February 13, 2001, in the United States District Court for the Eastern District of Tennessee, alleging that TVA did not comply with the new source review (“NSR”) requirements of the CAA when TVA repaired its Bull Run Fossil Plant (“Bull Run”), a coal-fired electric generating facility located in Anderson County, Tennessee. In March 2005, the district court granted TVA’s motion to dismiss the lawsuit on statute of limitation grounds. The plaintiffs’ motion for reconsideration was denied, and they appealed to the United States Court of Appeals for the Sixth Circuit (“Sixth Circuit”). Friend of the court briefs supporting the plaintiffs’ appeal were filed by New York, Connecticut, Illinois, Iowa, Maryland, New Hampshire, New Jersey, New Mexico, Rhode Island, Kentucky, Massachusetts, and Pennsylvania. Several Ohio utilities filed a friend of the court brief supporting TVA. A panel of three judges issued a decision reversing the district court’s dismissal on March 2, 2007. TVA’s request that the full Sixth Circuit rehear the appeal was denied. The district court trial previously scheduled for September 2, 2008, was postponed, and the district court instead heard oral arguments on the parties’ motions for summary judgment on that date. The trial has not yet been rescheduled. TVA is already installing or has installed the control equipment that the plaintiffs seek to require TVA to install in this case, and it is unlikely that an adverse decision will result in substantial additional costs to TVA at Bull Run. An adverse decision, however, could lead to additional litigation and could cause TVA to change its emission control strategy and increase costs. It is uncertain whether there would be significant increased costs to TVA.

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Case Involving Opacity at Colbert Fossil Plant . On September 16, 2002, the Sierra Club and the Alabama Environmental Council filed a lawsuit in the United States District Court for the Northern District of Alabama alleging that TVA violated CAA opacity limits applicable to Colbert Fossil Plant (“Colbert”) between July 1, 1997, and June 30, 2002. The plaintiffs seek a court order that could require TVA to incur substantial additional costs for environmental controls and pay civil penalties of up to approximately $250 million. After the court dismissed the complaint (finding that the challenged emissions were within Alabama’s two percent de minimis rule, which provided a safe harbor if nonexempt opacity monitor readings over 20 percent did not occur more than two percent of the time each quarter), the plaintiffs appealed the district court’s decision to the United States Court of Appeals for the Eleventh Circuit (“Eleventh Circuit”). On November 22, 2005, the Eleventh Circuit affirmed the district court’s dismissal of the claims for civil penalties but held that the Alabama de minimis rule was not applicable because Alabama had not yet obtained Environmental Protection Agency (“EPA”) approval of that rule. The case was remanded to the district court for further proceedings. On April 5, 2007, the plaintiffs moved for summary judgment. TVA opposed the motion and moved to stay the proceedings. On April 12, 2007, EPA proposed to approve Alabama’s de minimis rule subject to certain changes. On July 16, 2007, the district court denied TVA’s motion to stay the proceedings pending approval of Alabama’s de minimis rule. Oral argument on the plaintiffs’ motion for summary judgment was held on August 16, 2007. On August 27, 2007, the district court granted the plaintiffs’ motion for summary judgment, finding that TVA had violated the CAA at Colbert. The district court held that, while TVA had achieved 99 percent compliance on Colbert Units 1-4 and 99.5 percent compliance at Colbert Unit 5, TVA had exceeded the 20 percent opacity limit (measured in six-minute intervals) more than 3,350 times between January 3, 2000, and September 30, 2002. The district court ordered TVA to submit a proposed remediation plan, which TVA did on October 26, 2007. The plaintiffs responded to TVA’s proposed plan, and the district court has set a hearing on the plan for December 15, 2008. EPA has approved Alabama’s de minimis rule, which will become effective in 2009.

In addition to Colbert, TVA has another coal-fired power plant in Alabama, Widows Creek Fossil Plant (“Widows Creek”), which has a summer net capability of 1,508 megawatts. Since the operation of Widows Creek must meet the same opacity requirements, this plant may be affected by the decision in this case. The recently approved de minimis rule change helps reduce the chances of an adverse effect on Widows Creek from the district court decision.

Case Brought by North Carolina Alleging Public Nuisance . On January 30, 2006, North Carolina filed suit against TVA in the United States District Court for the Western District of North Carolina alleging that TVA’s operation of its coal-fired power plants in the States of Tennessee, Alabama, and Kentucky constitute public nuisances. North Carolina is asking the court to impose caps on emissions of certain pollutants from TVA’s coal-fired plants that North Carolina considers to be equivalent to caps on emissions imposed by North Carolina law on North Carolina’s two largest electric utilities. The imposition of such caps could require TVA to install more pollution controls on a faster schedule than required by federal law. The trial in this case was completed on July 30, 2008. The parties submitted their post-trial filings on September 15, 2008, and a decision will follow at a later time.

Case Arising out of Hurricane Katrina . In April 2006, TVA was added as a defendant to a class action lawsuit brought in the United States District Court for the Southern District of Mississippi by 14 residents of Mississippi allegedly injured by Hurricane Katrina. The plaintiffs sued seven large oil companies and an oil company trade association, three large chemical companies and a chemical trade association, and 31 large companies involved in the mining and/or burning of coal, including TVA and other utilities. The plaintiffs allege that the defendants’ greenhouse gas emissions contributed to global warming and were a proximate and direct cause of Hurricane Katrina’s increased destructive force. The plaintiffs are seeking monetary damages among other relief. TVA has moved to dismiss the complaint on grounds that TVA’s operation of its coal-fired plants is not subject to tort liability due to the discretionary function doctrine. The district court dismissed the case on the grounds that the plaintiffs lacked standing. The plaintiffs appealed the dismissal to the United States Court of Appeals for the Fifth Circuit, and oral argument was held before a three judge panel in July 2008. A judge on the panel subsequently recused himself from the case, and the case was reargued during the week of November 3, 2008.

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East Kentucky Power Cooperative Transmission Case . In April 2003, Warren Rural Electric Cooperative Corporation (“Warren”) notified TVA that it was terminating its power contract with TVA. Warren then entered into an arrangement with East Kentucky Power Cooperative (“East Kentucky”) under which Warren would become a member of East Kentucky, and East Kentucky would supply power to Warren after its power contract with TVA expires in 2009. East Kentucky asked to interconnect its transmission system with the TVA transmission system in three places that are currently delivery points through which TVA supplies power to Warren. TVA did not agree and East Kentucky asked FERC to order TVA to provide the interconnections. In January 2006, FERC issued a final order directing TVA to interconnect its transmission facilities with East Kentucky’s system at three locations. TVA appealed the FERC order in the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) seeking review of this order on the grounds that this order violated the anti-cherrypicking provision. On January 10, 2007, TVA and Warren executed an agreement under which Warren rescinded its notice of termination. FERC terminated the proceeding but did not vacate its previous order. On January 17, 2008, TVA filed an unopposed motion to dismiss the D.C. Circuit appeal as moot. The D.C. Circuit dismissed the case on January 29, 2008.

Case Involving AREVA Fuel Fabrication . On November 9, 2005, TVA received two invoices totaling $76 million from Framatome ANP Inc., which subsequently changed its name to AREVA NP Inc. (“AREVA”). AREVA asserted that it was the successor to the contract between TVA and Babcock and Wilcox Company (“B&W”) under which B&W would provide fuel fabrication services for TVA’s Bellefonte Nuclear Plant. AREVA’s invoices were based upon the premise that the contract required TVA to buy more fuel fabrication services from B&W than TVA actually purchased. In September 2006, TVA received a formal claim from AREVA which requested a Contracting Officer’s decision pursuant to the Contract Disputes Act of 1978 and reduced the amount sought to $26 million. On April 13, 2007, the Contracting Officer issued a final decision denying the claim. On April 19, 2007, AREVA filed suit in the United States District Court for the Eastern District of Tennessee, reasserting the $26 million claim and alleging that the contract required TVA to purchase certain amounts of fuel and/or to pay a cancellation fee. TVA filed its answer to the complaint on June 15, 2007. AREVA subsequently raised its claim to $48 million. Trial on the question of liability was scheduled to begin on September 22, 2008, but has been reset for April 20, 2009. A second trial on the question of damages will be held later, if necessary. TVA and AREVA have negotiated the terms of a settlement agreement. This agreement is contingent on approval by the TVA Board. The parties have scheduled a meeting with an independent third-party on December 16, 2008, to review the proposed settlement agreement.

Notification of Potential Liability for Ward Transformer Site . The Ward Transformer site is contaminated by PCBs from electrical equipment. EPA and a working group of potentially responsible parties (the “PRP Work Group”) have provided documentation showing that TVA sent a limited amount of equipment containing PCBs to the site in 1974. The PRP Work Group is cleaning up on-site contamination in accordance with an agreement with EPA. The cleanup effort has been divided into four areas: two phases of soil cleanup; cleanup of off-site contamination in the downstream drainage basin; and supplemental groundwater remediation. The first phase of soil cleanup is underway, and the high-end cost estimate for this work is about $66 million. There are no reliable estimates for the second phase of soil and cleanup or the supplemental groundwater remediation, although EPA has selected a cleanup plan for the downstream drainage basin with a present worth cost estimate of $6 million. TVA understands that EPA has incurred approximately $3 million in past response costs, and the PRP Work Group has reimbursed EPA approximately $725,000 of those costs. The PRP Work Group plans to propose a cost allocation schedule which it will use as the basis for offering settlements to PRPs for the first phase of soil cleanup. It plans to sue PRPs who do not settle. There also may be natural resource damages liability at this site, but TVA is not aware of any estimated amount for any such damages. TVA has a potential defense that it only sent useful equipment to Ward and thus is not liable for arranging for disposal of a hazardous substance at the site.

Case Involving the General Waste Products Sites . In July 2008, a third-party complaint under CERCLA was filed against TVA in the District Court for the Southern District of Indiana, alleging that TVA, and several other defendants, disposed of hazardous materials at the General Waste Products sites in Evansville, Indiana. TVA was named in the complaint based on allegations that TVA arranged for the disposal of contaminated materials at the sites. The other third-party defendants are General Waste Products, General Electric Company, Indianapolis Power and Light, National Tire and Battery, Old Ben Coal Co., Solar Sources Inc., Whirlpool, White County Coal, PSI, Tell City Electric Department, Frontier Kemper, Speed Queen, Allan Trockman (the former operator of the site), and the City of Evansville. This action was brought by the Evansville Greenway PRP Group, a group of entities who are currently being sued in the underlying case for disposing of hazardous materials at the sites, in order to require the third-party defendants to contribute to, or pay for, the remediation of the sites. The complaint also includes a claim under state law against the defendants for the release of hazardous materials. TVA has found no records indicating that it arranged for disposal of these types of hazardous substances at the sites. TVA filed its answer to the complaint on October 29, 2008.

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Completion of Browns Ferry Unit 1, Team Incentive Fee Pool Claims . Under the contracts for the restart of TVA’s Browns Ferry Unit 1, TVA and two engineering and construction contractors, Bechtel Power Corporation (“Bechtel”) and Stone & Webster Construction, Inc. (“Stone and Webster”), are to share in a team incentive fee pool funded from cost savings based on underruns in the budgets for their respective work scopes. The contracts provide that the fee pool could not exceed $100 million regardless of the actual savings involved, and the savings would be allocated as follows: 90 percent of the first $40 million would be given to the contractors, and any amount over $40 million would be split equally among TVA and the two contractors. Thus, if the maximum cost savings of $100 million had been attained, each contractor’s payment from this pool would have been $38 million, for a total payout under both contracts of $76 million with the remaining $24 million being credited to TVA. The contractors have taken the position that they should each receive the maximum payment. In 2008, Bechtel agreed to settle its team incentive fee claim for a payment of $15 million, conditioned upon Bechtel receiving an additional payment equal to any amount over $15 million that Stone and Webster receives in resolution of its team incentive fee claim. TVA and Stone and Webster mediated the team incentive fee claim (as well as other claims) in May 2008 and discussions with Stone and Webster are continuing. On August 20, 2008, the TVA Board approved a proposed settlement with Stone and Webster, contingent on Stone and Webster agreeing to certain conditions. Stone and Webster has not agreed to the conditions. It is reasonably possible that TVA could incur some potential liability in excess of the amount previously calculated by TVA, and TVA has created a reserve for the additional amount.

Paradise Fossil Plant Clean Air Act Permit . On December 21, 2007, the Sierra Club, the Center for Biological Diversity, Kentucky Heartwood, and Hilary Lambert filed a petition with EPA raising objections to the conditions of TVA’s current CAA permit at the Paradise Fossil Plant (“Paradise”). Among other things, the petitioners allege that activities at Paradise triggered the NSR requirements for NO x and that the monitoring of opacity at Units 1 and 2 of the plant is deficient. The current permit continues to remain in effect. It is unclear whether or how the plant’s permit might be modified as a result of this proceeding.

Employment Proceedings . TVA is engaged in various administrative and legal proceedings arising from employment disputes. These matters are governed by federal law and involve issues typical of those encountered in the ordinary course of business of a utility. They may include allegations of discrimination or retaliation (including retaliation for raising nuclear safety or environmental concerns), wrongful termination, and failure to pay overtime under the Fair Labor Standards Act. Adverse outcomes in these proceedings would not normally be material to TVA’s results of operations, liquidity, and financial condition, although it is possible that some outcomes could require TVA to change how it handles certain personnel matters or operates its plants.

Information Request from EPA . On April 25, 2008, TVA received a request from EPA under section 114 of the CAA requesting extensive information about projects at and the operations of 14 of TVA’s 59 coal-fired units. These 14 units are located in the States of Alabama, Kentucky, and Tennessee. This request for information is similar to but broader than section 114 requests that other companies have received during EPA’s NSR enforcement initiative. TVA has responded to this request. EPA’s request could be the first step in an administrative proceeding against TVA that could then result in litigation in the courts.

Notice of Violation at Widows Creek Unit 7 . On July 16, 2007, TVA received a Notice of Violation (“NOV”) from EPA alleging that TVA failed to properly maintain ductwork at Widows Creek Unit 7 and other violations. TVA repaired the ductwork in 2005. While the NOV does not set out an administrative penalty, it is likely that EPA may seek a monetary sanction through giving up emission allowances, paying an administrative penalty, or both. TVA and the State of Alabama entered into an agreed order in which TVA agreed to pay the state $100,000. TVA is unable to estimate the amount of potential monetary sanctions from EPA for which TVA may be liable in connection with the NOV.

Administrative Proceeding Regarding Bellefonte Nuclear Plant Units 3 and 4 . TVA submitted its COLA to NRC for Bellefonte Nuclear Plant (“Bellefonte”) Units 3 and 4 in October 2007. If approved, the license to build and operate the plant would be issued to TVA. Obtaining the necessary license would give TVA more certainty about the cost and schedule of a nuclear option for future decisions. The COLA for two AP1000 reactors at Bellefonte was officially docketed by NRC on January 18, 2008, indicating the NRC found it complete and technically sufficient to support NRC’s more detailed reviews.

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On June 6, 2008, a joint petition for intervention and a request for a hearing submitted to the NRC by the Bellefonte Efficiency and Sustainability Team, the Blue Ridge Environmental Defense League, and the Southern Alliance for Clean Energy. The petition raised 19 potential contentions with respect to TVA’s COLA. Both TVA and the NRC staff opposed the admission of the petitioners’ proposed contentions, and, as a result, the admission of the petitioners as parties to the proceeding. Additionally, TVA opposed the admission of one of the petitioners to the proceeding on the grounds that it lacked standing. The Atomic Safety and Licensing Board presiding over the proceeding subsequently denied standing to one of the petitioners and accepted four of the 19 contentions submitted by the remaining two petitioners. A hearing on these admitted contentions will be conducted in the future. The admitted contentions involve questions about the estimated costs of the new nuclear plant, the storage of low-level radioactive waste, and the impact of the facility’s operations, in particular the plant intake, on aquatic species. Other COLA applicants have received similar petitions raising similar potential contentions.

The TVA Board has not made a decision to construct new plant units at the Bellefonte site, and TVA continues to evaluate all nuclear generation options at the site.

Significant Litigation to Which TVA Is Not a Party . On April 2, 2007, the Supreme Court issued an opinion in the case of United States v. Duke Energy, vacating the ruling of the United States Court of Appeals for the Fourth Circuit (“Fourth Circuit”) in favor of Duke Energy and against EPA in EPA’s NSR enforcement case against Duke Energy. The NSR regulations apply primarily to the construction of new plants but can apply to existing plants if a maintenance project (1) is “non-routine” and (2) increases emissions. The Supreme Court held that under EPA’s Prevention of Significant Deterioration regulations, increases in annual emissions should be used for the test, not hourly emissions as utilities, including TVA, have argued should be the standard. Annual emissions can increase when a project improves the reliability of plant operations and, depending on the time period over which emission changes are calculated, it is possible to argue that almost all reliability projects increase annual emissions. Neither the Supreme Court nor the Fourth Circuit addressed what the “routine” project test should be. The United States District Court for the Middle District of North Carolina had ruled for Duke Energy on this issue, holding that “routine” must take into account what is routine in the industry and not just what is routine at a particular plant or unit as EPA has argued. EPA did not appeal this ruling. On October 5, 2007, EPA filed a motion with the United States District Court for the Middle District of North Carolina asking that court to vacate its entire prior ruling, including the portion relating to the test for “routine” projects.

TVA is currently involved in an NSR case involving Bull Run, which is discussed in more detail above. The Supreme Court’s rejection of the hourly standard for emissions testing could undermine one of TVA’s defenses in the Bull Run case, although TVA has other available defenses. Environmental groups and North Carolina have given TVA notice in the past that they may sue TVA for alleged NSR violations at a number of TVA units. The Supreme Court’s decision could encourage such suits, which are likely to involve units where emission control systems such as scrubbers and selective catalytic reduction systems are not installed, under construction, or planned to be installed in the relatively near term.

Significant Litigation to Which TVA Is Not a Party, Case Involving North Carolina’s Petition to EPA . In 2005, North Carolina petitioned EPA under Section 126 of the CAA to impose additional emission reduction requirements for SO 2 and NO x on coal-fired power plants in 13 states, including the states where TVA’s coal-fired power plants are located. In March 2006, EPA denied the North Carolina petition primarily on the basis that the Clean Air Interstate Rule CAIR remedies the problem. In June 2006, North Carolina filed a petition for review of EPA’s decision with the D.C. Circuit. On October 1, 2007, TVA filed a friend of the court brief in support of EPA’s decision to deny North Carolina’s Section 126 petition. The D.C. Circuit ordered the parties, including TVA, to file new briefs in the case and to address what should happen if the court vacates CAIR.

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11. Subsequent Events

New Generation and Subsequent Disposition

On September 30, 2008, Seven States Power Corporation (“SSPC”) exercised an option and bought an undivided 69.69 percent interest in TVA’s Southaven Power Plant, a combined-cycle, electric generating facility (“the facility”) located in Southaven, Mississippi. SSPC bought this interest in the facility through its wholly-owned subsidiary, Seven States Southaven, LLC (“SSSL”) and paid TVA approximately $325 million. SSPC has the ability to acquire up to a 90 percent undivided interest in the facility and may increase its ownership in the facility up to this amount on or after January 2, 2009, and not later than May 9, 2009. SSSL and TVA have entered into a lease under which TVA leases SSSL’s undivided interest in the facility and operates the entire facility through April 30, 2010.

As part of the transaction with SSSL, SSSL has the right at any time and for any reason to require TVA to buy back SSSL’s interest in the facility at SSSL’s original purchase price (plus the cost of SSSL’s share of any capital improvements) minus amortization costs that TVA pays under the lease. As part of any such buy-back, TVA would pay off the remaining balance on the loan(s) SSSL obtained in connection with the purchase, with such amount being credited against the buy-back price that TVA would pay to SSSL. A buy-back may also be triggered under certain circumstances including, among other things, a default by SSSL. Finally, TVA will buy back SSSL’s interest in the facility if long-term operational and power sales arrangements for the facility among TVA, SSSL, and SSPC are not in place by April 30, 2010. TVA’s buy-back obligation will terminate if such long-term arrangements are in place by that date. Because of TVA’s continued ownership interest in the facility, as well as the buy-back provisions, the transaction does not meet the criteria for a sale and accordingly has been recorded as a leaseback obligation. Subsequent to the September 30, 2008, closing, TVA recognized the $325 million buy-back obligation on its September 30, 2008, Balance Sheet as a long-term liability, which (plus the cost of SSSL's share of any capital improvements) is also the maximum potential amount of future payments TVA could be obligated to pay. In the event of a buy-back, TVA would re-acquire SSSL’s interest in the facility and the related assets. While TVA does not plan to liquidate the assets to cover the payments in the event of a buy-back, TVA believes its recourse in obtaining full interest in the assets is sufficient to cover its obligation.

Debt

In October 2008, TVA issued $15 million of electronotes ® with an interest rate of 5.00 percent which mature in 2024 and are callable beginning in 2012.

In November 2008, TVA issued $7 million of electronotes ® with an interest rate of 5.25 percent which mature in 2029 and are callable beginning in 2013.

On November 13, 2008, TVA redeemed $2 billion of a maturing power bond which had a coupon of 5.38 percent.

In December 2008, TVA issued $18 million of electronotes ® with an interest rate of 5.00 percent which mature in 2029 and are callable beginning in 2013.

Credit Facility Agreements

The $150 million note with U.S. Treasury expired at the end of 2008. In December 2008, TVA and the U.S. Treasury replaced the $150 million note with a memorandum of understanding under which TVA will have a $150 million credit facility. TVA plans to use the U.S. Treasury credit facility as a source of liquidity, but not as a primary source of liquidity in 2009. .

In November 2008, TVA renewed the national bank credit facility with the November 10, 2008 maturity date. The new maturity date for this credit facility is November 9, 2009. When TVA renewed its November maturity credit facility, TVA reduced the amount of the facility from $1.25 billion to $1 billion. Management believes that TVA’s liquidity position has not materially changed with the reduced amount of the November maturity credit facility.

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Impacts of Recent Financial Market Conditions on Investment Portfolios

Financial markets have experienced significant uncertainty in recent months due to deteriorating economic conditions. The uncertainty has resulted in significantly lower market valuations for many investments. TVA's investment portfolios contain a variety of diversified investments, including securities directly impacted by these events. The impact of these events on TVARS and nuclear decommissioning trust investment portfolios is reflected in changes in these portfolio values from September 30, 2008, to November 30, 2008, which are outlined in the following table:

Summary of Impacts of Recent Financial Market Conditions on Investment Portfolios

	2008
	September 30*		October 31*		November 30*		Percent Change From November 30, 2008 to September 30, 2008
Retirement System	$	6,188	$	5,298	$	4,973		(18	)%
Nuclear Decommissioning Trust		845		688		639		(24	)%

Investment balances at September 30, 2008, as reported in the Balance Sheet. Investment balances at October 31, 2008, are based on final trustee statements, and investment balances at November 30, 2008, are based on preliminary trustee balances.

During the period of September 30, 2008, through November 30, 2008, the change in the Standard & Poor’s 500 benchmark index was a decrease of 23 percent.

As a result of an unprecedented inversion of the swap yield curve and volatility in global financial markets, coupled with a decrease in swap rates to historically low rates, beginning December 1, 2008, TVA was required to post collateral with a counterparty under the terms of the 2003A Swaption agreement. At November 30, 2008, the value of the 2003A Swaption was such that TVA posted $343 million with a custodian for benefit of the counterparty.

Summary of Impacts of Recent Commodity Market Conditions

The commodity markets have also experienced volatility in the recent months. The changes in these prices from September 30, 2008, to November 30, 2008, are outlined in the following table:

Commodity Pricing Table

Commodity	Prices As of November 30, 2008		Prices As of September 30, 2008		Percent Change

Natural Gas (Henry Hub, $/mmBtu)	$	6.71	$	9.01		(26	)%
Fuel Oil (Gulf Coast, $/mmBtu)		12.20		21.38		(43	)%
Coal (FOB mine $/ton)		58.76		48.13		22	%
Electricity (Into-TVA, $/MWh)
On-Peak (5 days x 16 hours)		38.00		70.95		(46	)%
Off-Peak (5 days x 8 hours)		34.75		38.40		(10	)%

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Renewable Energy Request for Proposal

In December 2008, TVA issued a request for proposal (“RFP”) seeking proposals which may result in TVA obtaining both dispatchable capacity and as-available energy from renewable energy sources, clean energy sources, or sources that are considered to be both renewable and clean energy sources.

•

The RFP seeks proposals for the supply to TVA of up to a total of 500 megawatts of dispatchable capacity capable of being delivered by June 1, 2009, increasing to up to a total of 750 megawatts of dispatchable capacity capable of being delivered as of June 1, 2010, and further increasing to up to a total of 1,000 megawatts of dispatchable capacity capable of being delivered as of June 1, 2011.

•

In addition, the RFP seeks proposals for the supply to TVA of up to a total of 500 megawatts of as-available energy capable of being delivered by June 1, 2009, increasing to up to a total of 750 megawatts of as-available energy capable of being delivered as of June 1, 2010, and further increasing to up to a total of 1,000 megawatts of as-available energy capable of being delivered as of June 1, 2011.

TVA expects to receive proposals in response to the RFP in January 2009.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions except where noted)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) explains the results of operations and general financial condition of the Tennessee Valley Authority (“TVA”). The MD&A should be read in conjunction with the accompanying financial statements and TVA’s Annual Report on Form 10-K, as amended, for the fiscal year ended September 30, 2007 (“Annual Report”).

Business Overview

Financial Outlook

Net income . Net income for the nine months ended June 30, 2008, was $243 million compared to net income of $395 million for the same period of 2007. This change in net income was primarily due to changes in accounting for capitalized interest on construction projects which had the effect of making net interest expense $132 million higher. See Note 1 — Allowance for Funds Used During Construction . The increase was partially offset by a decrease in interest on debt and leaseback obligations of $17 million, resulting from redemption of generally higher interest rate debt, issuance of generally lower interest rate debt, and other activities which collectively had the effect of reducing interest expense. Additionally, TVA changed its policy for accounting for gains and losses on swap and swaption contracts to defer unrealized gains and losses for ratemaking purposes, which contributed to a $129 million unrealized gain in the first nine months of 2007.

Partially offsetting the effects of the accounting changes was an increase in operating income of $136 million from $1,130 million for the nine months ended June 30, 2007, to $1,266 million for the nine months ended June 30, 2008. Operating income (defined herein as operating revenues less operating expenses) is a measurement of a company’s earning power from ongoing operations. See Results of Operations .

Investment Performance. Market conditions can affect the value of TVA’s short-term financial investments, and investments held in TVA’s pension, asset retirement trust, and nuclear decommissioning trust funds. TVA has held investments in asset backed securities, including mortgage-related securities, in these funds. Like all securities held, these securities are marked to market each period. The markets in which the securities held by TVA are traded have deteriorated significantly.

The performance of debt, equity, and other markets in 2008 has negatively impacted the asset values of investments held in TVA’s pension and decommissioning trust funds. TVA does not recognize investment gains and losses from these portfolios within earnings, but rather defers all such investment gains and losses within a regulatory asset in accordance with its regulatory accounting policy. The nuclear decommissioning trust portfolio declined in value $115 million, of which $85 million was unrealized, for the nine months ended June 30, 2008. See Note 1-- Cost-Based Regulation . During 2008, the nuclear decommissioning trust portfolio declined in value $241 million, or 22 percent. As of September 30, 2008, TVA’s nuclear decommissioning trust funding was 98 percent of the estimated present value of the funding requirements established by the Nuclear Regulatory Commission (“NRC”). From October 1, 2008, to November 30, 2008, the nuclear decommissioning trust portfolio declined in value an estimated additional $206 million, or 24 percent. TVA will submit its biennial funding status report to NRC in March 2009. Based on the status of the funding requirement at that time, TVA anticipates it may make contributions to the decommissioning trust fund or provide other methods of decommissioning funding assurance necessary to match projected decommissioning fund balances. TVA is monitoring the monetary value of its nuclear decommissioning trust fund in light of recent market performance and believes that, over the long term before cessation of nuclear plant operations and commencement of decommissioning activities, adequate funds from investments will be available to support decommissioning.

At June 30, 2008, TVA’s retirement system (“TVARS”) was approximately 94 percent funded. During 2008, the investments in the TVA retirement system declined in value $1,429 million, or 19 percent. As of September 30, 2008, the TVA retirement system was approximately 80 percent funded. From October 1, 2008, to November 30, 2008, the investments in the TVA retirement system declined in value an additional $1,138, or 18 percent. Because of these declines, TVA may be required to make additional contributions to the retirement system in the future.

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TVA’s investment policies are based on the objective of meeting long-term obligations, and the allocation of investments is based on the assumption of encountering distressed market conditions from time to time. TVA does not anticipate making significant changes in its basic investment policies as a result of current market conditions.

Rate Actions

On August 20, 2008, management briefed the TVA Board on conditions it believes TVA will face in 2009 and beyond. In 2009, management anticipates that its employees will increase their productivity and that TVA’s fossil and nuclear plants will generally meet performance expectations in terms of output and availability. If asset performance is different than anticipated, TVA’s operating costs could be impacted. In addition, management expects TVA to face the following challenges during 2009:

•

Continuing effects from drought conditions (described in greater detail below);

•

Flat energy demand resulting from economic slowdown in conjunction with TVA’s promotion of energy efficiency; and

•

Rising fuel costs.

TVA also has a continuing need for investment in generation and transmission facilities, clean air technology, energy efficiency and peak reduction initiatives, and information technology systems.

To meet these challenges, the TVA Board approved a base rate increase for 2009 which was effective October 1, 2008. It is anticipated that the increase of the base charges would produce approximately $310 million of additional accrued revenue which would have an estimated $275 million cash impact during fiscal year 2009. The increase, combined with the fuel cost adjustment (“FCA”) increase that became effective at the same time, will result in an average total increase in wholesale charges of 20 percent from the previous charges.

Fuel Cost Adjustment

As of June 30, 2008, TVA had recognized a regulatory asset of $17 million and a current receivable of $121 million representing deferred fuel and purchased power costs to be recovered through the FCA in future periods. Under TVA’s FCA methodology, adjustments to rates are based primarily on the difference between forecasted and actual expenses for the upcoming quarter, as well as the difference between forecasted and actual revenues for the upcoming quarter. Because the FCA adjustments are forward-looking, there is typically a difference between what is collected in rates and what actual expense is realized over the course of the quarter. This difference is added to or subtracted from a deferred account on TVA’s balance sheet. The higher or lower costs added to or deducted from the balance sheet accounts are then amortized to expense in the periods in which they are to be collected in revenues. This methodology allows better matching of the revenues with associated expenses. The FCA amount implemented July 1, 2008, was 0.686 cents per kilowatt-hour and was expected to produce $305 million in revenue during the fourth quarter of 2008. See Note 1 — Accounts Receivable and Cost-Based Regulation.

Weather Conditions

The amount of electricity that TVA is able to generate from its hydroelectric plants depends on a number of factors outside TVA's control, including the amount of precipitation, runoff, initial water levels, competing water-management objectives, and the availability of its hydroelectric generation plants. When these factors are unfavorable, TVA must increase its reliance on more expensive sources of power, such as other types of generation plants and purchased power. TVA continued to be impacted by drought conditions during the third quarter of 2008. Although rainfall totals from October 1, 2007, through June 30, 2008, were 75 percent of normal, runoff totals were far less at 48 percent of normal. For the period October 1, 2007, through September 30, 2008, rainfall totals were at 76 percent of normal and runoff totals were at 47 percent of normal. TVA is scheduling minimum flows through the system to conserve water in the tributary projects while meeting downstream flow requirements, maintaining water quality, protecting aquatic habitat, and providing for commercial navigation.

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Market Conditions

Due to rising commodity prices across domestic and international markets during the nine months ended June 30, 2008, TVA and other major utilities have experienced increased costs in short-term markets for fuel oil, natural gas, coal and electricity. For TVA, the problem of rising fuel prices is worsened by an ongoing drought in parts of the Tennessee Valley region. Due to weather conditions, TVA is generating less hydroelectric power, which is the cheapest form of generation. This lost generation must be replaced with more expensive power produced from other sources, or purchased from suppliers, which is typically generated from oil or natural gas (see Weather Conditions ). The following describes market conditions for natural gas, fuel oil, coal, and electricity during the quarter ended June 30, 2008.

Natural Gas. Prices were higher in the quarter ended June 30, 2008, as compared to the same period in 2007, including physical and financial markets. TVA expects continued volatility in the natural gas markets.

Fuel Oil. The spikes in fuel prices during the quarter ended June 30, 2008 were due to continued price increases in crude oil seen in 2008. Crude oil prices had record-high volatility in 2008 and are expected to continue experiencing similar volatility trends.

Coal. Coal prices increased during the quarter ended June 30, 2008, and prices will likely remain volatile through the end of calendar year 2009.

Electricity . On-peak power prices, which are increasingly determined by natural gas-fired power plants, increased during the quarter ended June 30, 2008, along with natural gas prices. Electricity prices were higher in the summer due to demand driven by air conditioning load, but cooler temperatures in August lightened demand and allowed prices to ease with falling natural gas prices.

Off-peak power prices increased during the quarter ended June 30, 2008, as a result of higher coal prices and strong demand in the off-peak periods. Prices are expected to remain at higher levels for the balance of the year.

Pricing Table. The following table illustrates approximate changes in commodity pricing for the quarter ended June 30, 2008, and the same quarter in the prior fiscal year.

Commodity Pricing Table

As of June 30, 2008

Commodity	Price Increases: Fiscal year 3rd Quarter 2008 vs. 3rd Quarter 2007		3rd Quarter 2008 Percent Change vs. 3rd Quarter 2007

Henry Hub Natural Gas ($/mmBtu)	$	3.78		50	%

Gulf Coast Fuel Oil ($/mmBtu)		11.43		84	%

Composite Coal (FOB Mine $/ton) weighted average from FY budget plan		26.36		90	%

Into TVA Electricity ($/MWh)
On-Peak (5 days x 16 hours)		17.50		27	%
Off-Peak (5 days x 8 hours)		4.40		14	%

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Market prices for these commodities at November 30, 2008, and September 30, 2008, are shown below. Market prices for these commodities have fallen during the first quarter of 2009.

Commodity Pricing Table
As of November 30, 2008

Commodity	Prices As of November 30, 2008		Average Prices As of September 30, 2008		Percent Change

Natural Gas (Henry Hub, $/mmBtu)	$	6.71	$	9.01		(26	)%
Fuel Oil (Gulf Coast, $/mmBtu)		12.20		21.38		(43	)%
Coal (FOB mine $/ton)		58.76		48.13		22	%
Electricity (Into-TVA, $/MWh)
On-Peak (5 days x 16 hours)		38.00		70.95		(46	)%
Off-Peak (5 days x 8 hours)		34.75		38.40		(10	)%

Performance of TVA Assets

Nuclear production increased by 16 percent for the nine months ended June 30, 2008, as compared to the nine months ended June 30, 2007, primarily due to the addition of Browns Ferry Nuclear Plant Unit 1 (“Browns Ferry Unit 1”) to the generation fleet during the summer of 2007. Hydroelectric generation decreased 34 percent during the same period as a result of the drought conditions discussed in Financial Outlook and Weather Conditions .

The following table summarizes by generation source TVA’s net generation in millions of kilowatt-hours, and the percentage of all electric power generated by TVA for the periods indicated:

Power Supply from TVA-Owned and Contracted Generation Facilities
For the nine months ended June 30
(millions of kWh)

	2008					2007

Coal-fired		72,858		63	%		73,413		65	%
Nuclear		37,701		32	%		32,612		29	%
Hydroelectric		4,854		4	%		7,335		6	%
Combined Cycle		628		1	%		201	<1		%
Renewable resources		27	<1		%		23	<1		%
Total		116,068		100	%		113,584		100	%

Browns Ferry Unit 1 experienced five unplanned reactor shutdowns in the first five months after restart in June 2007. A planned outage at Sequoyah Nuclear Plant Unit 1 was extended 16 days due to the identification and repair of damage in the main generator during the scheduled outage. Browns Ferry Nuclear Plant Unit 3 (“Browns Ferry Unit 3”) experienced an unplanned automatic shutdown due to a main generator trip. As part of the recovery from this generator trip, a secondary problem was discovered which required repairs that extended the duration of this outage by 21 days. The duration of a planned outage scheduled at Watts Bar Nuclear Plant Unit 1 (“Watts Bar Unit 1”), was extended nine days due to emergent issues and complications associated with completion of identified outage work.

The cost of replacement power related to the operating issues described above will be recovered through subsequent fuel cost adjustments.

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Challenges Related to Water Supply and Water Temperature

TVA faces challenges related to water supply and water temperature on the Cumberland River system and on the Tennessee River system. On the Cumberland River system, the U.S. Army Corps of Engineers (“Corps”) operates hydroelectric facilities and TVA operates fossil plants. TVA also operates hydroelectric facilities, fossil plants, and nuclear plants on the Tennessee River system.

Cumberland River Challenges. The Corps operates eight hydroelectric facilities on the Cumberland River which fall under the Southeast Power Administration (“SEPA”) agreement with TVA. Of these facilities, Wolf Creek and Center Hill Dams are in need of emergency repairs. The need to repair the dams coupled with the drought in the southeast has resulted in less water flow and above normal water temperatures. TVA has been impacted in two ways.

The first impact is a reduction in the amount of power TVA receives from SEPA. TVA, along with others, has contracted with SEPA for the power produced from the Corps’ Cumberland River hydroelectric facilities. Under the contract, SEPA was to provide TVA an annual minimum of 1,500 hours of power for each megawatt of TVA's 405 megawatt allocation and all surplus power from the Corps’ hydroelectric facilities on the Cumberland River. Due to the drought and the need to repair the Wolf Creek and Center Hill Dams, SEPA has instituted an emergency operation plan which:

•

Eliminates its obligation to provide TVA (and any affected customer) with a minimum amount of power;

•

Provides for all affected customers (except TVA) to receive a specified share of a portion of the gross hourly generation from the eight Cumberland River hydroelectric facilities, with TVA receiving the remainder;

•

Eliminates the payment of demand charges by customers (including TVA) since there is significantly reduced dependable capacity on the Cumberland River system; and

•

Increases the rate charged per kilowatt-hour of energy received by SEPA's customers (including TVA).

It is likely that an easing of the drought will not eliminate the need for the emergency operating plan because it is unclear how long it will take the Corps to repair these facilities.

During the summer of 2007, reduced flow through the Cumberland River system, combined with higher than normal upstream river temperatures, forced TVA to derate its Cumberland and Gallatin Fossil Plants to remain in compliance with discharge temperature limits contained in the plants’ discharge permits. To mitigate the risk of summer of 2008 derates, TVA installed and commenced operation of temporary cooling towers at its Cumberland Fossil Plant in July 2008. Operation of the cooling towers reduced Cumberland Fossil Plant's output by slightly less than one percent, however no derates were experienced at the plant. Since early July 2008, output from Gallatin Fossil Plant on the Cumberland River was reduced by approximately three percent, primarily during off-peak hours, to avoid exceeding thermal limits. Gallatin experienced a few minor derates during the third quarter. Gallatin thermal derates are expected to continue due to reduced river flow resulting from low rainfall, compounded by ongoing dam safety work at two Corps’ dams. Summer derates continue to remain a possibility in the future, especially until the Wolf Creek and Center Hill Dams are repaired and normal water flow is restored on the Cumberland River.

Tennessee River System Challenges. Due to the drought in the southeast, there has been significantly less rainfall and runoff in the Tennessee River system. The result is that less water is available for cooling purposes, and the water that is available may be higher in temperature. In order not to exceed thermal limits in plant discharge permits during the summer of 2007, TVA derated two fossil plants, took one unit at Browns Ferry Nuclear Plant temporarily offline, and reduced the output of the other two units. The hot weather and low rainfall were also significant factors in causing TVA to reduce power output at a few generating plants during the period of early-June 2008 through present day. Additionally, TVA used its cooling towers at Browns Ferry and Sequoyah Nuclear Plants. Using the cooling towers requires a substantial amount of power that TVA would have otherwise sold. During the summer of 2008, temperatures on the Tennessee River reached levels that required near constant use of cooling towers at Sequoyah and Browns Ferry Nuclear Plants to keep the permitted thermal limits for the river from being exceeded. After Browns Ferry lost the use of cooling towers, due to equipment malfunction in early August, TVA temporarily reduced power output on all three units to 50 percent of capacity to avoid exceeding permitted thermal limits.

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While every effort was made to take derates (lower electrical output) during low load periods to reduce financial and operational impacts, some derates were required during higher load daytime hours to meet the permitted temperature limits.

Clean Air Initiatives

In 2007, TVA began operating the High Energy Reagent Technology (“HERT”) on Unit 1 of its John Sevier Fossil Plant (“John Sevier”) located near Rogersville, TN and on Unit 4 of its Johnsonville Fossil Plant (“Johnsonville”) located in western Tennessee. TVA plans to add similar systems to reduce nitrogen oxide (“NO x ”) emissions on John Sevier Units 2-4 and Johnsonville Units 2 and 3 by the 2009 ozone season. On April 3, 2008, the TVA Board approved the installation of additional emissions control equipment at John Sevier with an estimated cost of $597 million. The additional equipment includes a flue gas desulfurization system (“scrubber”) to reduce sulfur dioxide (“SO 2 ”) emissions from the four-unit, 712-megawatt plant, a baghouse for particulate control, and Selective Catalytic Reduction (“SCR”) technology to further reduce NO x emissions. Pending completion of an environmental review, the scrubber is expected to be in operation in 2012. The SCRs are expected to be in operation on all four units by 2015.

Meeting the Power Needs in TVA’s Service Area

Combustion Turbine Facilities . In November 2007, the TVA Board approved the purchase of a four-unit, 494-megawatt simple-cycle, gas-fired, combustion-turbine facility at a price of $55 million. TVA agreed to purchase the facility, which is located in Brownsville, Tennessee, from Brownsville Power I, LLC (“Brownsville Power”). Brownsville Power is a wholly owned direct subsidiary of Cinergy Capital & Trading, Inc. The purchase closed April 18, 2008. After the operating systems were evaluated and tested, the units became available for dispatch in June 2008.

TVA also purchased a three-unit, 891-megawatt combined cycle, combustion-turbine facility located in Southaven, Mississippi, owned by Southaven Power, LLC (“Southaven”) for a base purchase price of $461 million. In addition to the purchase price, TVA agreed to pay $5 million to Southaven in connection with the termination of an operation-and-maintenance agreement held by a Southaven affiliate. The purchase closed May 9, 2008, and the plant was available for immediate operation.

The purchase of these plants fits with the goals of TVA’s Strategic Plan adopted by the TVA Board on May 31, 2007 (“Strategic Plan”), to diversify TVA’s generation facilities by acquiring natural gas plants. With the acquisition of the Brownsville and Southaven plants, TVA now owns or leases 93 combustion-turbine peaking units.

New Nuclear Generation. TVA submitted its combined license application to NRC for Bellefonte Nuclear Plant (“Bellefonte”) Units 3 and 4 in October 2007, and it was accepted for detailed review by the NRC on January 18, 2008. If approved, the license to build and operate the plant would be issued to TVA. Obtaining the necessary license would give TVA more certainty about the cost and schedule of a nuclear option for future decisions. On June 6, 2008, following a 120-day notice for a hearing period, a combined petition containing 19 contentions was filed by the Blue Ridge Environmental Defense League, Bellefonte Efficiency and Sustainability Team, and Southern Alliance for Clean Energy. The Atomic Safety and Licensing Board subsequently denied standing to one of the petitioners and accepted four of the 19 contentions submitted by the remaining two petitioners. A hearing on these admitted contentions will be conducted in the future. The admitted contentions involved questions about the estimated costs of the new nuclear plant, the storage of low-level radioactive waste, and the impact of the facility’s operations, in particular the plant intake, on aquatic species. Based on progress to date in support of the NRC review of Bellefonte site hydrology, being performed as a part of the TVA/NuStart Combined Construction and Operating License ("COLA") application, the NRC has informed TVA that a delay to its review schedule is likely. The NRC will complete an evaluation of its COLA application review schedule in December 2008 prior to making a decision as to the new schedule. The TVA Board has not made a decision to construct a new plant at the Bellefonte site, and TVA continues to evaluate all nuclear generation options at the site. As part of this evaluation, TVA asked the NRC in August 2008 to reinstate the construction permits for its two unfinished nuclear units also at the Bellefonte site. Reinstating the construction permits would allow TVA to place the units in a deferred status again with the NRC and would help TVA clarify the regulatory requirements and continue to evaluate the feasibility of using Bellefonte Units 1 and 2 to meet future base-load power demand.

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Preliminary project activities began at Watts Bar Nuclear Plant Unit 2 (“Watts Bar Unit 2”) in October 2007. TVA began to engage in unrestricted construction activities at the end of December 2007. The project is planned to be completed in the fall of 2012. When completed, Watts Bar Unit 2 is expected to provide 1,180 megawatts of capacity.

TVA will continue to consider other opportunities to add new generation to meet its increasing customer demand. Market conditions, including continued upward pressure on the price of commodities and construction materials, as well as potential shortages of skilled craft labor, will continue to add to the uncertainties of both cost and schedule of new construction.

Purchased Power . Purchasing power from others will likely remain a part of how TVA meets the power needs of its service area. The Strategic Plan establishes a goal of balancing production capabilities with power supply requirements by promoting the conservation and efficient use of electricity and, when necessary, buying, building, and/or leasing assets or entering into economical purchased power agreements. Achieving this goal will allow TVA to reduce its reliance on purchased power. The power purchases during the first nine months of 2008 represent a 12 percent increase over the amount of power purchased during the same period of 2007, due mostly to lower than expected hydroelectric generation. A return to normal weather patterns would likely increase hydroelectric generation and reduce reliance on purchased power. See Performance of TVA Assets .

Energy Efficiency Plan. Early in 2008, the TVA Board charged TVA staff to develop a long-term energy efficiency plan and to develop and implement new programs under a program known as the Energy Efficiency and Demand Response (“EEDR”) plan. A core team has been drawn together from organizations across TVA to develop the implementation plan for EEDR. The proposed plan will be the result of a collaborative effort with TVA’s customers and will contain input from numerous regional and national stakeholders, including state and federal agencies, national energy efficiency experts, environmental advocacy groups, and residents of the Tennessee Valley. A draft of the EEDR plan was presented to the TVA Board at its April 3, 2008, meeting. The guiding principles of the plan and the goal of a 1,400 megawatt reduction by the end of fiscal year 2012 were approved by the TVA Board at its May 19, 2008 meeting. TVA conducted a series of stakeholder briefings throughout the region in April and May 2008 and received additional public input on its energy efficiency proposal. In addition, the EEDR plan will be subject to environmental review. The goal of the EEDR project is to slow the current rate of power demand growth by providing short- and long-term energy efficiency opportunities to residential, business, and industrial consumer groups.

Customers

On January 1, 2008, Bristol Virginia Utilities (“BVU”) became the 159th municipal supplier or electric cooperative to connect with TVA’s power grid. The new contract has a minimum 15-year term, and a five-year termination notice may not be given until January 2018. The rates under this contract are intended to recover the cost of reintegrating BVU into TVA’s power-supply plan and serving its customer load. BVU is a 16,000-customer distributor that was previously served by TVA from 1945 to 1997, and sales to BVU accounted for approximately 0.4 percent of TVA’s annual operating revenues in 1997. Sales to BVU were approximately 0.4 percent of TVA’s operating revenue for the six months ended June 30, 2008. On November 20, 2008, Monticello Electric Plant Board’s (“MEPB”) power contract with TVA expired reducing the number of distributor customers to 158. MEPB accounted for approximately 0.1 percent of TVA’s operating revenue.

Service Reliability

On January 25, 2008, TVA met a service area record winter demand of 32,027 megawatts without any customer interruptions. During the hour of peak supply, purchased power constituted approximately 12 percent of TVA's load.

In November 2007, TVA hosted a formative meeting of regional transmission planning stakeholders for the Central Region Public Power Partners, which includes Associated Electric Cooperative, Inc., Big Rivers EC, East Kentucky Power Cooperative, and TVA. Stakeholders participating included Tennessee Valley Public Power Association (“TVPPA”), as well as representatives of independent power producers, utility marketing organizations, peer transmission planners, and the Kentucky Public Service Commission. This new planning and stakeholder process is another step in TVA's efforts to better coordinate TVA transmission operations with neighboring systems and to involve stakeholder groups in the planning of TVA's bulk transmission facilities. The stakeholder process is being voluntarily implemented by TVA as part of TVA's effort to comply with Federal Energy Regulatory Commission (“FERC”) Order 890, which revises the FERC pro-forma tariff applicable to jurisdictional public utilities.

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Buildings

On February 8, 2008, TVA finalized an agreement to purchase the Office of Power Complex (the portion of TVA's Chattanooga Office Complex in Chattanooga, Tennessee, leased from Chattanooga Valley Associates) upon the expiration of the existing lease term on January 1, 2011. The purchase price is $22 million, payable on January 3, 2011. See Note 1 — Asset Acquisitions.

Automated Controls

On May 21, 2008, the U.S. Government Accountability Office issued a public report discussing the security of control systems at TVA in view of cyber security threats. This report was discussed at a May 21, 2008, House subcommittee hearing. The report made a number of recommendations to TVA. TVA reviewed the report and has either remediated, or is in the process of taking remedial action on, the issues that needed remedial action.

Liquidity and Capital Resources

Sources of Liquidity

TVA’s current liabilities exceed current assets because of the continued use of short-term debt to fund cash needs as well as scheduled maturities of long-term debt. To meet short-term cash needs and contingencies, TVA depends on various sources of liquidity. TVA’s primary sources of liquidity are cash on hand and cash from operations, and proceeds from the issuance of short-term and long-term debt. Other sources of liquidity at June 30, 2008, include two $1.25 billion credit facilities with a national bank and occasional proceeds from other financing arrangements including call monetization transactions and sales of receivables and loans and proceeds from borrowings under TVA’s $150 million note with the U.S. Treasury. As a result of the restatement related to the error in estimating unbilled revenue and the related delay in filing this Quarterly Report, TVA was unable to provide the administrative agent under its credit facilities with interim financial statements within the time specified in the credit facilities. TVA has received waivers that will allow it to borrow under the credit facilities until December 29, 2008, notwithstanding this failure. In addition, as long as TVA files its annual report on Form 10-K for the year ended September 30, 2008, with the SEC by December 29, 2008, which TVA anticipates doing, TVA will be able to continue borrowing under the credit facilities once the waivers expire. TVA has never borrowed under the credit facilities. See Note 11 – Credit Facility Agreements .

The majority of TVA’s balance of cash on hand is typically invested in short-term investments. The daily balance of cash and cash equivalents maintained is based on near-term expectations for cash expenditures and funding needs. TVA’s cash and cash equivalents at June 30, 2008, was $300 million, an increase of $135 million from the cash balance at September 30, 2007. The increase in cash was primarily due to proceeds from the issuance of Bonds.

Summary Cash Flows. A major source of TVA’s liquidity is operating cash flows resulting from the generation and sales of electricity. A summary of cash flow components for the nine months ended June 30, 2008, and 2007, follows:

Summary Cash Flows For the Nine Months Ended June 30
	2008			2007
Cash provided by (used in)
Operating activities	$	1,411		$	1,201
Investing activities		(1,788	)		(1,335	)
Financing activities		512			(265	)
Net increase (decrease) in cash and cash equivalents	$	135		$	(399	)

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Issuance of Debt. TVA issued $41 million of electronotes ® during the first quarter of 2008, $61 million during the second quarter of 2008 and $3 million during the third quarter of 2008. TVA also issued $1.0 billion of power bonds with an interest rate of 4.50 percent, $500 million of power bonds with an interest rate of 4.88 percent and $500 million of power bonds with an interest rate of 5.50 percent during the first nine months of 2008. See Note 4 for more information about TVA's debt activities.

Credit Facilities. In the event of shortfalls in cash resources, TVA has short-term funding available in the form of two short-term revolving credit facilities, one of which is a $1 billion facility that matures on November 9, 2009, and the other of which is a $1.25 billion facility that matures on May 13, 2009. The interest rate on any borrowing under either of these facilities is variable and based on market factors and the rating of TVA’s senior unsecured long-term non-credit enhanced debt. TVA is required to pay an unused facility fee on the portion of the total against which it has not borrowed. The fee may fluctuate depending on the non-enhanced credit ratings on TVA’s senior unsecured long-term debt. There were no outstanding borrowings under the facilities at June 30, 2008. TVA anticipates renewing each credit facility from time to time.

Call Option Monetization. In May 2005, TVA entered into certain swaption contracts to hedge the value of call options contained in two of its bond issues (see Note 10, Risk Management Activities and Derivative Transactions in Part II of the Annual Report). In February 2008, the counterparty to the swaption transactions exercised its options to enter into swaps with TVA, effective March 11, 2008. Under the swaps, TVA is required to make fixed rate payments to the counterparty at 6.125 percent and the counterparty is required to make floating payments to TVA based on London Interbank Offered Rate (“LIBOR”). These payments are based on a combined notional amount of $42 million and began on April 15, 2008.

Comparative Cash Flow Analysis

Net cash provided by operating activities increased $210 million from $1,201 million to $1,411 million for the nine months ended June 30, 2007, and 2008, respectively. This increase was primarily due to:

•

An increase in cash from operating revenues of $777 million resulting primarily from increases in revenue from municipalities and cooperatives and industries directly served, in both cases, from higher average rates and the FCA and, in the case of industries directly served, higher volume; and

•

A $87 million reduction in cash used by changes in working capital resulting primarily from a $68 million smaller increase in inventories and other, a $45 million smaller decrease in interest payable, and a $22 million greater reduction in accounts payable and accrued liabilities, partially offset by a $4 million smaller decrease in accounts receivable.

These items were partially offset by:

•

An increase in cash paid for fuel and purchased power of $371 million due to higher volume and increased market prices for purchased power;

•

An increase in cash paid for interest of $119 million;

•

An increase in cash paid for refueling outage costs of $55 million;

•

Cash used by deferred items of $3 million in the first nine months of 2008 compared to $43 million of cash provided by deferred items in the same period of 2007. This change is primarily due to funds collected in rates during the first nine months of 2007 that were used to fund future generation. See Note 1 — Reserve for Future Generation ; and

•

An increase in tax equivalent payments of $33 million.

Cash used in investing activities increased $453 million from the first nine months of 2007 to the first nine months of 2008. The increase is primarily due to:

•

An increase in expenditures for capital projects of $401 million primarily due to the purchase of a three-unit, 891-megawatt combined cycle, combustion-turbine facility located in Southaven, Mississippi; and

•

A $144 million increase in expenditures primarily for the enrichment and fabrication of nuclear fuel related to a buildup of fuel for strategic inventory purposes.

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These items were partially offset by the use of $100 million in the first nine months of 2007 to acquire two combustion turbine facilities.

Net cash provided by financing activities was $512 million during the first nine months of 2008 as compared to net cash used by financing activities of $265 million during the same period of 2007. The change was primarily the result of an increase in long-term debt issues of $2,069 million as a result of the issuance of $2,105 million of long-term debt.

This increase was partially offset by:

•

The net redemption of $966 million of short-term debt during the first nine months of 2008 as compared to the net issuance of $234 million of short-term debt during the same period of the prior year; and

•

An increase in redemptions and repurchases of long-term debt of $70 million, with long-term debt of $539 million retired in the first nine months of 2008.

Cash Requirements and Contractual Obligations

The estimated cash requirements and contractual obligations for TVA as of June 30, 2008, are detailed in the following table.

Commitments and Contingencies
	Total			2008 (1)		2009		2010		2011		2012		Thereafter

Debt	$	23,100	(2)	$	456	$	2,030	$	–	$	1,000	$	1,514	$	18,100
Interest payments relating to debt		21,932			197		1,251		1,195		1,167		1,138		16,984
Lease obligations
Capital		168			1		56		56		51		4		–
Non-cancelable operating		403			16		56		44		34		30		223
Purchase obligations
Power		7,252			73		200		213		225		225		6,316
Fuel		3,396			672		670		659		294		400		701
Other		457			105		212		33		24		23		60
Payments on other financings		1,402			19		85		89		95		97		1,017
Payment to U.S. Treasury
Return of Power Facilities Appropriation Investment		130			20		20		20		20		20		30
Return on Power Facilities Appropriation Investment		292			19		22		23		23		22		183
Retirement plans (3)		44			44		–		–		–		–		–
Total	$	58,576		$	1,622	$	4,602	$	2,332	$	2,933	$	3,473	$	43,614

Notes

(1)

Period July 1 - September 30, 2008.

(2)

Does not include noncash items of foreign currency valuation loss of $266 million and net discount on sale of Bonds of $199 million.

(3)

The TVA Board plans to evaluate the need for future funding on an annual basis through the ratemaking process.

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In addition to the cash requirements above, TVA has contractual obligations in the form of revenue discounts related to energy prepayments. See Note 1 — Energy Prepayment Obligations.

Energy Prepayment Obligations

	Total		2008 (1)		2009		2010		2011		2012		Thereafter

Energy Prepayment Obligations	$	1,059	$	26	$	105	$	105	$	105	$	105	$	613

Note

(1) Period July 1 - September 30, 2008.

During the first quarter of 2008, TVA executed certain contracts related to the resumption of construction activities at Watts Bar Unit 2. As of June 30, 2008, expenditures against these contracts are forecasted to be approximately $1.4 billion through 2012.

Results of Operations

Financial Results

The following table compares operating results and selected statistics for the three and nine months ended June 30, 2008, and 2007:

Summary Statements of Income

	Three Months Ended June 30						Nine Months Ended June 30
	2008			2007			2008			2007
				As Restated						As Restated
Operating revenues	$	2,552		$	2,265		$	7,430		$	6,650
Revenue capitalized during pre-commercial plant operations		–			(23	)		–			(23	)
Operating expenses		(2,111	)		(1,837	)		(6,164	)		(5,497	)
Operating income		441			405			1,266			1,130
Other income, net		7			16			8			51
Unrealized gain on derivative contracts, net		–			98			–			129
Interest expense, net		(348	)		(305	)		(1,031	)		(915	)
Net income	$	100		$	214		$	243		$	395

Sales (millions of kWh)		41,927			42,147			130,485			126,093

Heating degree days (normal 222 and 3,391, respectively)		223			264			3,109			3,123
Cooling degree days (normal 577 and 651, respectively)		607			735			768			861
Combined degree days (normal 799 and 4,042, respectively)		830			999			3,877			3,984

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Net income for the third quarter of 2008 was $100 million compared to net income of $214 million for the same period in 2007. The $114 million decrease in net income was primarily attributable to:

•	A $274 million increase in operating expenses;

•	A $98 million decrease in net unrealized gain on derivative contracts resulting largely from the change in ratemaking methodology for gains and losses on swaps and swaptions used in call monetization transactions;

•	A $43 million increase in net interest expense resulting mainly from the change in ratemaking methodology relating to allowance for funds used during construction (“AFUDC”); and

•	An $9 million decrease in net other income.

These items were partially offset by:

•	A $287 million increase in operating revenues; and

•	A reduction of $23 million in revenue capitalized during pre-commercial plant operations.

Net income through the first three quarters of 2008 was $243 million compared to net income of $395 million for the same period in 2007. The $152 million decrease in net income was primarily attributable to:

•	A $667 million increase in operating expenses;

•	A $129 million decrease in net unrealized gain on derivative contracts resulting largely from the change in ratemaking methodology for gains and losses on swaps and swaptions used in call monetization transactions;

•	A $116 million increase in net interest expense resulting mainly from the change in ratemaking methodology relating to AFUDC; and

•	A $43 million decrease in net other income.

These items were partially offset by:

•	A $780 million increase in operating revenues; and

•	A reduction of $23 million in revenue capitalized during pre-commercial plant operations.

Operating Revenues. Below is a detailed table of operating revenues for the three and nine months ended June 30, 2008, and 2007.

Operating Revenues

	Three Months Ended June 30							Nine Months Ended June 30
	2008		2007		Percent Change			2008		2007		Percent Change
			(As Restated)							(As Restated)
Sales of Electricity
Municipalities and cooperatives	$	2,125	$	1,889		12.5	%	$	6,110	$	5,549		10.1	%
Industries directly served		361		304		18.8	%		1,135		907		25.1	%
Federal agencies and other		31		29		6.9	%		89		80		11.3	%
Other revenue		35		43		(18.6	%)		96		114		(15.8	%)
Total operating revenues	$	2,552	$	2,265		12.7	%	$	7,430	$	6,650		11.7	%

Significant items contributing to the $287 million increase in operating revenues for the third quarter of 2008 as compared to the same period in 2007 included:

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•

A $236 million increase in revenue from Municipalities and cooperatives primarily due to the FCA, which provided $151 million in additional revenue. Fluctuations in rates related to certain types of energy programs and credits provided $135 million in additional revenue. Rates increased on average 7.9 percent in the third quarter of 2008 from the third quarter of 2007 primarily due to a firm wholesale rate increase effective April 1, 2008 of 7.0 percent. This increase was partially offset by decreased sales, which reduced revenue by $57 million;

•

A $57 million increase in revenue from Industries directly served mainly attributable to increased sales of 13.1 percent, the FCA, and fluctuations in rates related to certain types of energy programs and credits. Increased sales, the FCA, and fluctuations in rates related to certain types of energy programs and credits provided $37 million, $13 million, and $7 million, respectively, in additional revenue; and

•

A $2 million increase in revenue from Federal agencies and other due to a $4 million increase in revenue from federal agencies directly served mainly attributable to an average increase in rates of 7.0 percent and the FCA. Fluctuations in rates and the FCA each provided $2 million in additional revenue. This increase was partially offset by a decrease in off system sales of $2 million.

These items were partially offset by a $8 million decrease in Other revenue primarily as a result of a decrease in transmission revenues from wheeling activity and a decrease in revenues from activities not directly related to TVA’s power program.

Significant items contributing to the $780 million increase in operating revenues for the first three quarters of 2008 as compared to the same period in 2007 included:

•

A $561 million increase in revenue from Municipalities and cooperatives largely reflecting the FCA, which yielded $373 million in additional revenue. Fluctuations in rates contributed to $176 million of the increase primarily due to the base rate increase on firm wholesale products effective during the third quarter of 2008. A slight increase in sales provided an additional $12 million in revenue.

•

A $228 million increase in revenue from Industries directly served primarily as a result of increased sales of 17.6 percent, the FCA, and fluctuations in rates related to certain types of energy programs and credits. Increased sales, the FCA, and fluctuations in rates related to certain types of energy programs and credits yielded $153 million, $50 million, and $25 million, respectively, in additional revenue; and

•

A $9 million increase in revenue from Federal agencies and other is due to an $11 million increase in revenue from federal agencies directly served mainly attributable to the FCA, increased sales of 6.5 percent, and fluctuation in rates related to certain types of energy programs and credits which yielded $5 million, $4 million, and $2 million in revenues. The increase in revenues was partially offset by a decrease in off system sales of $2 million.

These items were partially offset by a $18 million decrease in Other revenue largely reflecting a $4 million decrease in transmission revenues from wheeling activity and a decrease in revenues from activities not directly related to TVA’s power program.

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A detailed table of sales of electricity for the three and nine months ended June 30, 2008, and 2007, is below.

Sales of Electricity

(Millions of kWh)

	Three Months Ended June 30							Nine Months Ended June 30
	2008		2007		Percent Change			2008		2007		Percent Change
			(As Restated)							(As Restated)
Sales of electricity
Municipalities and cooperatives		33,088		34,254		(3.4	%)		101,146		100,934		0.2	%
Industries directly served		8,352		7,384		13.1	%		27,830		23,667		17.6	%
Federal agencies and other		487		509		(4.3	%)		1,509		1,492		1.1	%
Total sales of electricity		41,927		42,147		(0.5	%)		130,485		126,093		3.5	%

Significant items contributing to the 220 million kilowatt-hour decrease in sales of electricity for the third quarter of 2008 as compared to the same period in 2007 included:

•

A 1,166 million kilowatt-hour decrease in sales to Municipalities and cooperatives. Sales to municipalities and cooperatives react more to weather than other categories of sales, because residential demand is more weather sensitive. For the third quarter of 2008, there was a decrease in combined degree days of 169 days, or 16.9 percent. The unfavorable weather effects were partially offset by the addition of Bristol Virginia Utilities (BVU) as a customer in January 2008.

•

A 22 million kilowatt-hour decrease in sales to Federal agencies and other.

This decrease was due to a 37 million kilowatt-hour decrease in off-system sales primarily reflecting decreased generation available for sale.

This item was partially offset by a 15 million kilowatt-hour increase in sales to federal agencies directly served attributable largely to an increase in demand by several directly served federal agencies as a result of change in the nature and scope of their loads.

•

These decreases were partially offset by a 968 million kilowatt-hour increase in sales to Industries directly served. Eighty-four percent of the increase was attributable to increased demand from three of TVA’s largest industrial customers to accommodate higher production levels at their facilities

Significant items contributing to the 4,392 million kilowatt-hour increase in sales of electricity for the first three quarters of 2008 as compared to the same period in 2007 included:

•

A 4,163 million kilowatt-hour increase in sales to Industries directly served. Eighty-three percent of the increase was attributable to increased demand from three of TVA’s largest industrial customers to accommodate higher production levels at their facilities. In addition, aggregate demand from a few other large directly served industrial customers increased as a result of changes in product mix and higher production levels at their facilities.

•

A 212 million kilowatt-hour increase in sales to Municipalities and cooperatives due to the addition of a customer and an extra day of sales due to leap year. These increases were partially offset by a decrease in combined degree days of 107 days, or 2.7 percent.

•

A 17 million kilowatt-hour increase in sales to Federal agencies and other.

This increase was due to a 82 million kilowatt-hour increase in sales to federal agencies directly served attributable largely to an increase in demand by several directly served federal agencies as a result of a change in the nature and scope of their loads.

This item was partially offset by a 65 million kilowatt-hour decrease in off-system sales primarily reflecting decreased generation available for sale.

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For 2009, TVA has forecasted relatively flat load and sales growth as compared to 2008. This forecast is due in part to expected tighter economic conditions. As economic conditions have deteriorated, TVA has experienced roughly a five percent reduction in expected sales in early 2009 and anticipates that the energy sales for the remainder of 2009 will be lower than expected in the 2009 budget. TVA is not anticipating conditions to improve significantly in the near future but continues to monitor and react to these trends.

Operating Expenses. Operating expenses for the three and nine months ended June 30, 2008, and 2007, consisted of the following:

Operating Expenses

	Three Months Ended June 30							Nine Months Ended June 30
	2008		2007		Percent Change			2008		2007		Percent Change
			(As Restated)							(As Restated)
Fuel and purchased power	$	1,013	$	790		28.2	%	$	2,908	$	2,370		22.7	%
Operating and maintenance		575		571		0.7	%		1,714		1,687		1.6	%
Depreciation, amortization, and accretion		394		366		7.7	%		1,176		1,096		7.3	%
Tax equivalents		122		109		11.9	%		359		326		10.1	%
Loss on asset impairment		7		1		600.0	%		7		18		(61.1	%)
Total operating expenses	$	2,111	$	1,837		14.9	%	$	6,164	$	5,497		12.1	%

Significant drivers contributing to the $274 million increase in total operating expenses for the third quarter of 2008 as compared to the same period in 2007 included:

•

A $223 million increase in Fuel and purchased power expense.

This increase was due to a $215 million increase in fuel expense and an $8 million increase in purchased power expense.

–

The increase in fuel expense was attributable to:

•

An increase in the aggregate fuel cost per kilowatt-hour net thermal generation of 26.9 percent, which resulted in $149 million in additional expense;

•

A decrease in the FCA net deferral and amortization of $59 million; and

•

An increase in the net commercial generation of 1.0 percent, which resulted in $6 million in additional expense.

–

The increase in purchased power expense was due to:

•

A decrease in the FCA net deferral and amortization for purchased power expense of $35 million; and

•

An increase in the average purchase price of 5.5 percent, which resulted in $15 million in additional expense.

–

The increase in purchased power expense was partially offset by a decrease in volume of purchased power of 13.7 percent resulting in a $42 million reduction in expense.

•

A $28 million increase in Depreciation, amortization, and accretion expense.

This increase was a result of a $28 million increase in depreciation expense due to:

–

An increase in depreciation rates at several of TVA’s facilities; and

–

An increase in completed plant accounts due to net plant additions.

–

This trend did not carry into the fourth quarter due to a change in regulatory accounting.

•

A $13 million increase in Tax equivalent payments reflecting increased gross revenues from the sale of power (excluding sales or deliveries to other federal agencies and off-system sales with other utilities) during 2007 compared to 2006.

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•

A $6 million increase in Loss on asset impairment from $1 million in the third quarter of 2007 to $7 million in the third quarter of 2008. See Note 9.

This $7 million Loss on asset impairment in the third quarter of 2008 was recorded as a result of partial write-downs for scrubber projects at TVA’s Bull Run Fossil Plant (“Bull Run”) and John Sevier Fossil Plant (“John Sevier”) related to Construction in progress assets.

The $1 million Loss on asset impairment for the third quarter of 2007 resulted from write-downs of Construction in progress assets related to a revaluation of projects due to funding limitations.

•

A $4 million increase in Operating and maintenance expense.

This increase was a result of:

–

Increased workers’ compensation expense of $12 million primarily due to a lower discount rate used by TVA to estimate workers’ compensation expense during the third quarter of 2008.

–

Increased operating and maintenance costs at nuclear plants of $10 million primarily attributable to:

•	The addition of Browns Ferry Unit 1 which was not in commercial operation during the third quarter of 2007;

•	Increased costs for labor, materials, equipment, and contracts due to various forced maintenance outages in 2008; and

•	Timing of midcycle and forced outages.

–

Increased benefit expense of $2 million largely reflecting increased costs of $6 million related to Federal Insurance Contributions Act contributions. This increase was partially offset by decreased health care and dental costs of $4 million during the third quarter of 2008.

These items were partially offset by:

–

Decreased pension costs of $16 million mainly as a result of a 0.35 percent higher discount rate used during the third quarter of 2008; and

–

Decreased operating and maintenance costs at coal-fired and combustion turbine plants of $8 million primarily due to projects at Cumberland Fossil Plant in the third quarter of 2007 that did not reoccur in the third quarter of 2008 and lower staff and contractor costs at Johnsonville Fossil Plant, partially offset by an increase due to the expense of operating an additional combined cycle, combustion turbine unit not operated during the third quarter of 2007.

Significant drivers contributing to the $667 million increase in total operating expenses for the first three quarters of 2008 as compared to the same period in 2007 included:

•

A $538 million increase in Fuel and purchased power expense.

This increase was due to a $226 million increase in purchased power expense and a $312 million increase in fuel expense.

–

The increase in purchased power expense was due to:

•

An increase in the average purchase price of 11.0 percent, which resulted in $98 million in additional expense;

•

An increase in the volume of purchased power of 11.5 percent, which resulted in $92 million in additional expense; and

•

A decrease in the FCA net deferral and amortization for purchased power expense of $36 million.

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–	The increase in fuel expense was attributable to:

•

An increase in the aggregate fuel cost per kilowatt-hour net thermal generation of 9.5 percent, which resulted in $165 million in additional expense;

•

An increase in the net commercial generation of 4.7 percent, which resulted in $78 million in additional expense; and

•

A decrease in the FCA net deferral and amortization for fuel expense of $69 million.

•

An $80 million increase in Depreciation, amortization, and accretion expense.

This increase was a result of a $79 million increase in depreciation expense and a $1 million increase in accretion expense due to:

–

An increase in depreciation rates at several of TVA’s facilities;

–

An increase in completed plant accounts due to net plant additions; and

–

Accretion on the asset retirement obligation.

–

This trend did not carry into the fourth quarter due to a change in regulatory accounting.

•

A $33 million increase in Tax equivalent payments reflecting increased gross revenues from the sale of power (excluding sales or deliveries to other federal agencies and off-system sales with other utilities) during 2007 compared to 2006.

•

A $27 million increase in Operating and maintenance expense.

This increase was largely a result of:

–	Increased routine operating and maintenance costs at nuclear plants of $37 million primarily attributable to:

•	The operation in the first three quarters of 2008 of Browns Ferry Unit 1, which was not commercially operated during the first three quarters of 2007, and

•	Increased costs for labor, materials, equipment, and contracts due to various forced maintenance outages in 2008.

–	Increased workers’ compensation expense of $36 million primarily due to a lower discount rate used by TVA to estimate workers’ compensation expense during the first nine months of 2008.

–	Increased routine operating and maintenance cost at coal-fired and combustion turbine plants of $12 million largely due to:

•

Significant repair work at Paradise Fossil Plant not present in 2007; and

•

The operation of two additional combustion turbine units for all three quarters in 2008, and the operation of one additional combined cycle, combustion turbine in the third quarter of 2008 not operated during the third quarter of 2007.

These items were partially offset by:

–	Decreased pension costs of $45 million mainly as a result of a 0.35 percent higher discount rate used during the first three quarters of 2008; and

–	Decreased operating and maintenance costs of $8 million related to power systems operations due to timing and a change in the nature and scope of the projects during the first three quarters of 2008 and lower headcount; and

The increases in Fuel and purchased power expense, Depreciation, amortization, and accretion expense, Tax equivalent payments, and Operating and maintenance expense during the first three quarters of 2008 were partially offset by:

•

An $11 million decrease in Loss on asset impairment from $18 million during the first three quarters of 2007 to $7 million for the same period in 2008. See Note 9.

The $7 million Loss on asset impairment in the first three quarters of 2008 was recorded as a result of partial write-downs for scrubber projects at Bull Run and John Sevier related to Construction in progress assets.

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The $18 million Loss on asset impairment in the first three quarters of 2007 included a $17 million write-off of a scrubber project at Colbert Fossil Plant and a $1 million write-down related to other construction projects assets.

Other Income, Net. The $9 million decrease in Other income, net for the third quarter of 2008 as compared to the same period in 2007 was largely attributable to unrealized losses on TVA’s Supplemental Executive Retirement Plan funds and restricted investments related to the collateral held by TVA, decreased interest income from short-term investments, and decreases in external business for the quarter primarily due to differences in timing and recognition of maintenance and testing revenues.

The $43 million decrease in Other income, net for the first three quarters of 2008 as compared to the same period in 2007 was largely attributable to unrealized losses on TVA’s Supplemental Executive Retirement Plan funds and restricted investments related to the collateral held by TVA, decreased interest income from short-term investments, and decreases in external business primarily due to differences in timing and recognition of maintenance and testing revenues. These items contributed to a decrease in income of $29 million, $13 million, and $4 million, respectively.

Unrealized Gain on Derivative Contracts, Net . The decreases in Unrealized gain on derivative contracts, net were attributable to the change in ratemaking methodology. In 2008, TVA began using regulatory accounting treatment for swaps and swaptions related to call monetization transactions to reflect that the gain or loss is included in the ratemaking formula when these transactions actually settle. This treatment removes the non-cash impacts to TVA’s earnings that result from marking the value of these instruments to market each quarter. The values of the swaps and swaptions for 2008 were recorded on TVA’s balance sheet and no income was recognized. However, TVA recognized $98 million and $129 million as Unrealized gain on derivative contracts, net for the third quarter of 2007 and the first three quarters of 2007, respectively. See Changes in Ratemaking.

Interest Expense. Interest expense, outstanding debt, and interest rates for the three and nine months ended June 30, 2008, and 2007, consisted of the following:

Interest Expense

	Three Months Ended June 30									Nine Months Ended June 30
	2008			2007			Percent Change			2008			2007			Percent Change
				(As Restated)									(As Restated)
Interest on debt and leaseback obligations	$	347		$	346			0.3	%	$	1,028		$	1,045			(1.6	%)
Amortization of debt discount, issue, and reacquisition costs, net		5			4			25.0	%		15			14			7.1	%
Allowance for funds used during construction and nuclear fuel expenditures		(4	)		(45	)		(91.1	%)		(12	)		(144	)		(91.7	%)
Net interest expense	$	348		$	305			14.1	%	$	1,031		$	915			12.7	%

	(percent)									(percent)
	2008			2007			Percent Change			2008			2007			Percent Change
Interest rates (average)
Long-term		6.27			5.98			4.8	%		6.21			5.98			3.8	%
Discount notes		2.04			5.22			(60.9	%)		3.83			5.21			(26.5	%)
Blended		6.18			5.89			4.9	%		6.11			5.90			3.6	%

Significant items contributing to the $43 million increase in net interest expense for the third quarter of 2008 as compared to the same period in 2007 included:

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•

A $41 million decrease in capitalized interest on construction projects and nuclear fuel expenditures primarily due to the change in ratemaking methodology regarding AFUDC. TVA continues to capitalize a portion of current interest costs associated with funds invested in most nuclear fuel inventories, but since October 1, 2007, interest on funds invested in construction projects has been capitalized only if (1) the expected total cost of a project is $1 billion or more and (2) the estimated construction period is at least three years. AFUDC interest continues to be a component of asset cost for projects meeting this criteria and will be recovered in future periods through depreciation expense. In addition, AFUDC continues to be a reduction to interest expense as costs are incurred. The interest costs associated with funds invested in construction projects that do not satisfy the $1 billion and three-year criteria are no longer capitalized as AFUDC and will be recovered in current year rates as a component of interest expense;

•

An increase of $1.4 billion in the average balance of long-term debt outstanding in the third quarter of 2008 as compared to the same period of 2007; and

•

An increase in the average long-term interest rate from 5.98 percent during the third quarter of 2007 to 6.27 percent during the same period of 2008.

These items were partially offset by:

•

A decrease in the average discount notes interest rate from 5.22 percent during the third quarter of 2007 to 2.04 percent during the same period of 2008; and

•

A decrease of $2.0 billion in the average balance of discount notes outstanding in the third quarter of 2008 as compared to the same period of 2007.

Significant items contributing to the $116 million increase in net interest expense for the first three quarters of 2008 as compared to the same period of 2007 included:

•

A $132 million decrease in AFUDC and nuclear fuel expenditures primarily due to the previously described change in ratemaking methodology;

•

An increase in the average long-term interest rate from 5.98 percent during the first three quarters of 2008 to 6.21 during the same period of 2008; and

•

An increase of $554 million in the average balance of long-term outstanding debt in the first three quarters of 2008 as compared to the same period of 2007.

These items were partially offset by:

•

A decrease in the average discount notes interest rate from 5.21 percent during the first three quarters of 2007 to 3.83 percent during the same period in 2008; and

•

A decrease of $1.5 billion in the average balance of discount notes outstanding in the first three quarters of 2008 as compared to the same period of 2007.

Off-Balance Sheet Arrangements

TVA entered into one transaction that could constitute an off-balance sheet arrangement. In February 1997, TVA entered into a purchase power agreement with Choctaw Generation, Inc. (subsequently assigned to Choctaw Generation Limited Partnership) to purchase all the power generated from its facility located in Choctaw County, Mississippi. The facility had a committed capacity of 440 megawatts and the term of the agreement was 30 years. Under the accounting guidance provided by Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities,” as amended by FASB Interpretation No. 46R (as amended, “FIN 46R”), TVA may be deemed to be the primary beneficiary under the contract; however, TVA does not have access to the financial records of Choctaw Generation Limited Partnership. As a result, TVA was unable to determine whether FIN 46R would require TVA to consolidate Choctaw Generation Limited Partnership’s balance sheet, results of operations, and cash flows for the nine months ended June 30, 2008. Power purchases for the first nine months of 2008 under the agreement amounted to $83 million, and the remaining financial commitment under this agreement is $6.8 billion. TVA has no additional financial commitments beyond the purchase power agreement with respect to the facility.

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Critical Accounting Policies and Estimates

The preparation of financial statements requires TVA to estimate the effects of various matters that are inherently uncertain as of the date of the financial statements. Although the financial statements are prepared in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses reported during the reporting period. Each of these estimates varies in regard to the level of judgment involved and its potential impact on TVA’s financial results. Estimates are deemed critical either when a different estimate could have reasonably been used, or where changes in the estimate are reasonably likely to occur from period to period, and such use or change would materially impact TVA’s financial condition, changes in financial position, or results of operations. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates in the Annual Report for a discussion of TVA’s critical accounting policies. TVA’s critical accounting policies are also discussed in Note 1 of the Notes to the Annual Report and in Note 1 of the Notes to this Quarterly Report .

TVA’s power rates are not subject to regulation through a public service commission or other similar entity. The TVA Board is authorized by the TVA Act to set rates for power sold to its customers. This rate-setting authority meets the “self-regulated” provisions of Statement of Financial Accounting Standard (“SFAS”) No. 71, “ Accounting for the Effects of Certain Types of Regulation ” (“SFAS No. 71”), and TVA meets the remaining criteria of SFAS No. 71 because (1) TVA’s self-regulated rates are designed to recover its costs of providing electricity and (2) in view of demand for electricity and the level of competition it is reasonable to assume that the rates, set at levels that will recover TVA’s costs, can be charged and collected. Accordingly, TVA records certain assets and liabilities that result from the self-regulated ratemaking process that would not be recorded under generally accepted accounting principles for non-regulated entities. Regulatory assets generally represent incurred costs that have been deferred because such costs are likely to be recovered in customer rates. Regulatory liabilities generally represent obligations to make refunds to customers for previous collections for costs that are not likely to be incurred. Management assesses whether the regulatory assets are likely to be recovered by considering factors such as applicable regulatory changes, potential legislation, and changes in technology. Based on these assessments, management believes the existing regulatory assets are likely to be recovered. This determination reflects the current regulatory, commercial, and political environment and is subject to change in the future. If future recovery of regulatory assets ceases to be probable, TVA would be required to write-off these costs under the provisions of SFAS No. 101, “ Regulated Enterprises–Accounting for the Discontinuation of Application of FASB Statement No. 71 .” Any asset write-offs would be required to be recognized in earnings in the period in which future recoveries cease to be probable.

Changes in Ratemaking

TVA continues to capitalize a portion of current interest costs associated with funds invested in most nuclear fuel inventories, but since October 1, 2007, interest on funds invested in construction projects has been capitalized only if (1) the expected total cost of a project is $1 billion or more and (2) the estimated construction period is at least three years. Capitalized interest continues to be a component of the asset cost and will be recovered in future periods through depreciation expense. In addition, AFUDC continues to be a reduction to interest expense as costs are incurred. The interest cost associated with funds invested in construction projects that do not satisfy the $1 billion and three-year criteria is no longer capitalized as AFUDC and will be recovered in current year rates as a component of interest expense. As a result of the new policy, TVA recorded a total of $12 million in AFUDC during the first nine months of 2008 compared to $144 million for the first nine months of 2007.

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New Accounting Standards and Interpretations

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recognized for derivative instruments executed with the same counterparty under the same master netting arrangement. The guidance in the FSP is effective for fiscal years beginning after November 15, 2007, with early application permitted. At this time, TVA is evaluating the requirements of this guidance and has not yet determined the potential impact of its implementation, which may or may not be material to TVA’s financial position.

Corporate Governance

TVA Board

On June 24, 2008, Bishop William Graves, a former member of the TVA Board, was sworn in for a second term on the TVA Board. His second term will expire in 2012.

In May 2008, Michael Bemis from Madison, Mississippi was nominated by the President of the United States to be a member of the TVA Board. If confirmed by the U.S. Senate, his term would end in 2013. Mr. Bemis has held a number of executive positions in the electric-utility industry, and earlier in his career he was a certified public accountant. Also awaiting action by the U.S. Senate is the nomination of Ms. Susan Richardson Williams, a former member of the TVA Board, who has been re-nominated for a new term.

Departure of Director

On May 19, 2008, Director Skila S. Harris concluded her service on the TVA Board.

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Bylaw Changes

On May 19, 2008, the TVA Board modified section 2.1 of the TVA Bylaws to reflect the fact that the functions of the Governance Committee were being performed by another committee, the Audit, Governance, and Ethics Committee, and that the Governance Committee ceased to exist.

On April 3, 2008, the TVA Board approved the following changes to TVA’s Bylaws:

Section 1.6 was added to provide that when TVA Board vacancies result in there being less than a quorum (less than five members), the TVA Board may continue to exercise such powers as are necessary to assure continuity of operations along the lines established by the TVA Board when it had a quorum, but may not direct TVA into new areas of activity, embark on new programs, or change TVA’s existing direction.

Section 1.9 (formerly Section 1.8) was replaced with a more specific statement that the principal responsibilities of the TVA Board are to establish “the broad strategies, goals, objectives, long-range plans, and policies” of TVA in a manner consistent with the missions set forth in the TVA Act and to ensure “that those are achieved by the Chief Executive Officer.”

Section 1.10 was added to specify that the authorities of the Chairman of the TVA Board are those necessary or appropriate to carry out the responsibilities vested in the Chairman under the Bylaws.

Section 3.2 was revised to specify that the principal responsibilities of the Chief Executive Officer (“CEO”) are to achieve the broad strategies, goals, objectives, long-range plans, and policies established by the Board, as well as to ensure the continuity and reliability of TVA’s operations.

Section 3.3 was added to provide that the CEO is TVA’s primary spokesperson in communications with external individuals and entities.

Section 3.5 was added to specify that the CEO would identify to the TVA Board which TVA executive officer, or succession of executive officers, would serve in the CEO’s stead in the event the CEO became unable to carry out his or her duties and responsibilities for any reason. Such executive officer would serve as CEO until such time as the Board decided otherwise.

Article IV was added to specify that the TVA Board Practices system is the means used by the TVA Board to (i) define TVA Board and TVA Board Committee processes beyond what is specified in the Bylaws, (ii) interpret Bylaw provisions, and (iii) provide guidance or delegate additional authorities to the CEO.

Section 6.3 (formerly Section 5.3) was modified to recognize that (i) the TVA Board has already approved and provided to Congress (as information) a conflict-of-interest policy applicable to TVA Board members, the CEO, and all TVA employees and (ii) any subsequent changes to that policy adopted by the TVA Board shall also be provided to Congress.

Legislative and Regulatory Matters

President’s Budget

On February 4, 2008, the Office of Management and Budget (“OMB”) transmitted the President’s proposed 2009 federal budget to Congress. The proposed budget recommends allowing Congress to establish the amount of TVA’s Office of Inspector General’s budget and directing TVA to fund the amount with power revenues beginning in 2009. Funding for TVA’s Office of the Inspector General is currently established by TVA. The U.S. Senate Appropriations Committee’s (“Committee”) report for the 2009 Energy and Water Development Appropriation Bill (“Bill”) noted that the Committee did not recommend including this proposal of the President in the Bill because TVA has funded the requests of the TVA Inspector General from power revenues and receipts and the Committee saw no compelling reason to change the funding mechanism for the TVA Inspector General.

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Proposed Legislation

On March 13, 2007, Senators Jim Bunning and Mitch McConnell of Kentucky introduced the Access to Competitive Power Act of 2007 in the U.S. Senate. Under this bill, TVA and federal power marketing agencies would be subject to greater FERC jurisdiction with respect to transmission, including rates, terms, and conditions of service. No further congressional action has taken place on this bill since the date of its introduction.

On October 18, 2007, Senators Joseph Lieberman and John Warner introduced America’s Climate Security Act of 2007 in the U.S. Senate. This economy-wide bill would mandate the reduction of greenhouse gas emissions of covered facilities through a cap-and-trade structure. Covered facilities include those that use more than 5,000 tons of coal per year. Compliance may be met through trading, banking, borrowing, and offsets. In May 2008, Lieberman and Warner re-introduced the bill as the Lieberman-Warner Climate Security Act of 2008, S. 3036. On June 6, 2008, the bill failed to obtain enough votes to overcome a filibuster and to move to final consideration in the U.S. Senate. No further action is expected for this year.

Environmental Matters

As is the case across the utility industry and in other sectors, TVA’s activities are subject to certain federal, state, and local environmental statutes and regulations. Major areas of regulation affecting TVA’s activities include air quality control, water quality control, and management and disposal of solid and hazardous wastes. These activities are described in further detail under Item 1, Business — Environmental Matters and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental Matters in the Annual Report.

As discussed in the Annual Report, in the second phase of a three-part rulemaking to minimize the adverse impacts from cooling water intake structures on fish and shellfish, as required under Section 316(b) of the Clean Air Act (“CAA”), the Environmental Protection Agency (“EPA”) promulgated a final rule for existing power producing facilities (“Phase II Rule”) that became effective on September 7, 2004. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit remanded the Phase II Rule, holding, among other things, that costs cannot be compared to benefits in picking the best technology available to minimize the adverse environmental impacts of intake structures. The Utility Water Act Group, Entergy Corporation, and PSEG Fossil, LLC filed a petition seeking review of the decision by the U.S. Supreme Court. TVA and the Attorneys General of several states, including Alabama, Kentucky, and Tennessee, supported this petition. On April 14, 2008, the U.S. Supreme Court granted the petition, limiting its review to one issue: "Whether Section 316(b) of the Clean Water Act authorizes EPA to compare costs with benefits in determining the 'best technology available for minimizing adverse environmental impact' at cooling water intake structures.” The Department of Justice and industry petitioners will defend the EPA rule supporting the concept that costs under the rule should be limited to those that are commensurate with but do not exceed the benefits to be derived. The case will be argued in the upcoming term of the U.S. Supreme Court. TVA is unable to predict the outcome.

In May 2007, the TVA Board approved a Strategic Plan. Due to the increasing level and complexity of environmental requirements and expectations, TVA has completed a new, high-level, environmental policy to align with and execute the direction in the 2007 TVA Strategic Plan. TVA’s Environmental Policy was approved by the TVA Board on May 19, 2008, and is an integrated framework which provides policy-level guidance to carry out TVA's mission by providing cleaner, still affordable energy, sustainable economic development, and proactive environmental stewardship. The policy sets out environmental objectives and critical success factors in six environmental dimensions: climate change mitigation, air quality improvement, water resource protection and improvement, waste minimization, sustainable land use, and natural resource management.

In light of increasing national focus on renewable and clean energy and TVA's desire to reduce its environmental footprint, on May 19, 2008, the TVA Board approved staff recommendations for an Energy Efficiency and Demand Response Plan and a Renewable and Clean Energy Assessment.

The Energy Efficiency and Demand Response Plan seeks to slow the current rate of growth in the region’s power demand by providing opportunities for residential, business and industrial consumer groups to use energy more efficiently. In the short term, the plan proposes reducing the growth in peak demand by up to 1,400 megawatts by the end of the 2012 fiscal year.

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The Renewable and Clean Energy Assessment strives to add clean energy resources to TVA’s generating mix to help reduce carbon emissions while minimizing costs and maintaining a reliable power supply. The assessment proposes to review TVA’s generation mix and identify a road map for pursuing additional renewable and clean energy supply in the region, and recommends consideration of different sources of renewable energy and a reduction in carbon intensity in TVA’s generation mix, along with additional energy conservation by everyone who uses electricity. Under the Renewable and Clean Energy Assessment, TVA will strive to have at least 50 percent of TVA’s generation portfolio be from low-carbon and zero-carbon sources by 2020.

Section 303d of the Clean Water Act requires states to develop and report to EPA on a two-year cycle a list of waters that are "water quality limited" or are expected to not meet water quality standards in the next two years and need additional pollution controls. The Tennessee Department of Environment and Conservation (“TDEC”) has placed a portion of Barkley Reservoir downstream of TVA's Cumberland Fossil Plant on its 2008 list of impaired streams (“303d List”). This section of Barkley Reservoir had not been listed previously. The reservoir conditions in 2007, especially for temperature and dissolved oxygen, changed significantly due primarily to reduced flows in the Cumberland River resulting from emergency dam repairs on the Wolf Creek and Center Hill Dams coupled with the most severe drought on record in the region. The lower flows made less water available to dissipate the heated discharge from Cumberland Fossil Plant and resulted in increased river temperatures. The prospect of continued reduced flows through the Cumberland River system during the period required to complete the necessary repairs to Wolf Creek and Center Hill Dams may impact the generation of electricity from TVA's Cumberland and Gallatin Fossil Plants. Placing this section of Barkley reservoir on the 303d List could also impact the thermal limits imposed by the State of Tennessee when the discharge permit for Cumberland Fossil Plant is renewed in 2010, or earlier if the state or EPA determines that additional actions are required to protect the aquatic environment below the plant. TVA is working with the Corps and TDEC to minimize the impacts to TVA's generating plants and improve the conditions observed in the river in 2007. TVA began operating and is continuing to install additional temporary cooling towers at the Cumberland Fossil Plant to reduce summer derates and to improve both instream river temperatures and dissolved oxygen levels.

On February 8, 2008, the U.S. Court of Appeals for the D.C. Circuit (“D.C. Circuit”) vacated the EPA’s delisting rule to remove coal- and oil-fired Electric Generating Units (“EGU”) from the list of stationary sources whose hazardous air pollutant emissions are subject to the Maximum Achievable Control Technology (“MACT”) standards under section 112 of the CAA. The D.C. Circuit also vacated and remanded the Clean Air Mercury Rule (“CAMR”) which set mercury limits via a cap-and-trade program. Unless the D.C. Circuit’s ruling is reversed, or EPA is able to delist EGUs in accordance with the D.C. Circuit’s remand instructions, EPA will have to regulate utilities under section 112(d), setting MACT standards for emissions regulated under Section 112 based on command and control type requirements for EGU's. The cost to comply with the MACT standards is not known, but is expected to be higher than the cost to comply with CAMR.

Regardless of the status of the EPA’s regulatory program for mercury, TVA will continue to reduce mercury emissions from its coal-fired power plants. Over the next five years, mercury emissions from its coal-fired plants are expected to continue to decline by more than 35 percent, primarily as a result of the co-benefits received from the controls TVA is installing to reduce sulfur dioxide (“SO 2 ”) and nitrogen oxides (“NO x ”).

On March 12, 2008, EPA issued final rules adopting new, more stringent, National Ambient Air Quality Standards for ozone. EPA lowered the primary standard, created to protect public health with an adequate margin of safety, from 0.084 parts per million (“ppm”) to 0.075 ppm. EPA also promulgated a new secondary standard, mainly created to protect vegetation. The form and level of the secondary standard are the same as the primary standard.

In 2009, states will have to recommend to EPA those counties proposed to be designated as “non-attainment” with the new standards. In 2010, EPA will finalize attainment designations using 2006-2008 monitoring data. States must submit plans to EPA no later than 2013 that demonstrate attainment with the standard. Areas must reach attainment by deadlines that vary (2013 through 2030) depending on the severity of the ozone problem.

TVA contributes to ambient ozone levels primarily as a result of NO x emissions from fossil fuel-fired power plants. As a result of its emission reduction program, TVA’s summertime (when ozone levels increase) NO x emissions have declined by 81 percent since 1995.

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Based on 2005 through 2007 monitoring data, virtually all counties in the Tennessee Valley area with an ozone monitor or that are in a Metropolitan Statistical Area with a monitor will likely be designated as non-attainment for the new standard. This includes most of the urban areas in Tennessee including Nashville.

This action is likely to create pressure on TVA to reduce NO x emissions sooner than planned, especially at Gallatin and/or Johnsonville Fossil Plants due to their proximity to Nashville. In anticipation of the need for future reductions, TVA is using more stringent planning targets for emission budgets in its Clean Air Plan.

In a similar action, on August 19, 2008, EPA sent letters to state and tribal representatives responding to their initial recommendations for areas meeting and not meeting the 24-hour National Ambient Air Quality Standards for fine particles (PM2.5). States and tribes now have the opportunity to comment on EPA’s modifications to their recommendations, and to provide new information and analyses to EPA if appropriate. Several counties and parts of counties in the Tennessee Valley that include or are close to TVA coal-fired generating plants are included in this preliminary designation. Particular areas of concern to TVA are the Kentucky counties of Muhlenberg and McCracken and the Tennessee counties of Humphreys, Montgomery, and Stewart as well as the counties in the Knoxville area. TVA will continue efforts to reduce emissions and engage regional and national stakeholders to further understand and improve regional air quality. In 2006 EPA revised its national ambient air quality standards for PM2.5 by lowering th e 24-hour standard from 65 micrograms per cubic meter (μg/m3) to 35 μg/m3. EPA plans to make final designations in December 2008 using air quality monitoring data from 2005, 2006, and 2007.

Non-attainment designation can impact industrial development and expansion since new businesses tend to avoid non-attainment areas, and expansion of existing businesses becomes more difficult. Non-attainment can have serious repercussions for counties by increasing costs to industry, delaying the air permitting process, and restricting expansion of existing sources. Consumers are also likely to be affected as a result of the institution of vehicle inspection and fuel restriction programs. Non-attainment also impacts transportation planning since loss of federal highway funds can occur unless projects demonstrate “conformity” with the new standards.

In March 2007, TDEC, responding to information and pressure from the EPA, adopted a lower, more conservative threshold (0.3 ppm) for issuing precautionary advisories for fish consumption due to mercury. Adoption of the lower threshold resulted in issuing several new precautionary fish consumption advisories in April 2007 for all or parts of five TVA reservoirs (Norris, Cherokee, South Holston, Watauga, and Tellico) and parts of four other rivers in the Tennessee Valley (Buffalo, Emory, Hiwassee, and Holston) as well as the Loosahatchie, Wolf, and Mississippi rivers in the State of Tennessee that are not in the Tennessee Valley.

As part of the 2007 advisory determinations, TDEC also identified several water bodies where more data were needed to determine if advisories were necessary. State of Tennessee agencies have since collected fish from those water bodies and decided several of them needed advisories to protect public health.

The new precautionary advisory list for 2008 includes one additional TVA reservoir (Beech) and three additional river segments in the Tennessee Valley (French Broad, Sequatchie, and Duck). Also, existing advisories for several reservoirs and rivers were expanded to include mercury as a chemical of concern and/or to include more kinds of fish.

On July 11, 2008, the D.C. Circuit issued a decision in State of North Carolina vs. EPA that vacated the Clean Air Interstate Rule (“CAIR”) in its entirety and directed EPA to promulgate a new rule that is consistent with the D.C. Circuit’s opinion. EPA promulgated CAIR in 2005 and the rule required significant additional utility reductions of emissions of SO 2 and NO x in the eastern half of the United States including all of TVA’s operating area. The requirements of CAIR formed the basis for TVA (and much of the utility industry’s) planning with regard to air emission controls beginning in 2009 and continuing well into the next decade.

In the absence of CAIR, other regulatory drivers under the CAA such as ozone and fine particulate non-attainment areas in the various states, the Regional Haze Rule and provisions in the CAA (Section 126 Petitions) covering interstate transport of pollutants will continue to drive installation of additional controls on electric generating units across the industry, including at TVA. TVA will continue its previously announced emissions reduction program, including completion of scrubbers for SO 2 control at Bull Run, Kingston, and John Sevier Fossil Plants and installation of SCRs at John Sevier. TVA will also begin operation of the 21 SCR's and other NO x controls year-round beginning in October 2008 (except for required maintenance outages), and remains committed to the goal in the Environmental Policy to control over 80 percent of fossil fuel generation in the next 10 years.

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The D.C. Circuit’s recent decisions with regard to CAIR and CAMR may also have the effect of reviving interest in Congress in adopting multi-pollutant control legislation focused on the electric power sector. Among other things, such an approach could seek to establish coordinated caps for power plant emissions of mercury, SO 2 , NO x , and carbon dioxide (“CO 2 ”).

As reported in the 2007 Annual Report, EPA and a working group of potentially responsible parties (the "PRP Work Group") have provided documentation showing that TVA sent a limited amount of electrical equipment containing PCBs to the Ward Transformer site in North Carolina in 1974. The PRP Work Group is cleaning up on-site contamination in accordance with an agreement with EPA. The estimated cost of the on-site removal has increased significanlty from the $20 million estimate reported in the Annual Report. The cleanup effort has been divided into four areas: two phases of soil cleanup; cleanup of off-site contamination in the downstream drainage basin; and supplemental groundwater remediation. The first phase of soil cleanup is underway, and the high end cost estimate for this work is about $66 million. There are no reliable estimates for the second phase of soil cleanup or the supplemental groundwater remediation. EPA has selected a cleanup plan for the down stream drainage basin with a present worth cost estimate of $6.13 million. TVA understands that EPA has incurred approximately $3 million in past response costs, and the PRP Work Group has reimbursed EPA approximately $725,000 of those costs. The PRP Work Group plans to propose a cost allocation schedule which it will use as the basis for offering settlements to PRPs for the first phase of soil cleanup. It plans to sue PRPs who do not settle. There also may be natural resource damages liability at this site, but TVA is not aware of any estimated amount for any such damages. TVA has a potential defense that it only sent useful equipment to Ward and thus is not liable for arranging for disposal of a hazardous substance at the site. This defense is highly fact specific and not likely to be accepted by the PRP Work Group or EPA.

Legal

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reversing the district court’s dismissal on March 2, 2007. TVA’s request that the full Sixth Circuit rehear the appeal was denied. The district court trial previously scheduled for September 2, 2008, was postponed, and the district court instead heard oral arguments on the parties’ motions for summary judgment on that date. The trial has not yet been rescheduled. TVA is already installing or has installed the control equipment that the plaintiffs seek to require TVA to install in this case, and it is unlikely that an adverse decision will result in substantial additional costs to TVA at Bull Run. An adverse decision, however, could lead to additional litigation and could cause TVA to change its emission control strategy and increase costs. It is uncertain whether there would be significant increased costs to TVA.

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Completion of Browns Ferry Unit 1, Team Incentive Fee Pool Claims . Under the contracts for the restart of TVA’s Browns Ferry Unit 1, TVA and two engineering and construction contractors, Bechtel Power Corporation (“Bechtel”) and Stone & Webster Construction, Inc. (“Stone and Webster”), are to share in a team incentive fee pool funded from cost savings based on underruns in the budgets for their respective work scopes. The contracts provide that the fee pool could not exceed $100 million regardless of the actual savings involved, and the savings would be allocated as follows: 90 percent of the first $40 million would be given to the contractors, and any amount over $40 million would be split equally among TVA and the two contractors. Thus, if the maximum cost savings of $100 million had been attained, each contractor’s payment from this pool would have been $38 million, for a total payout under both contracts of $76 million with the remaining $24 million being credited to TVA. The contractors have taken the position that they should each receive the maximum payment. In 2008, Bechtel agreed to settle its team incentive fee claim for a payment of $15 million, conditioned upon Bechtel receiving an additional payment equal to any amount over $15 million that Stone and Webster receives in resolution of its team incentive fee claim. TVA Stone and Webster mediated the team incentive fee claim (as well as other claims) in May 2008 and discussions with Stone and Webster are continuing. On August 20, 2008, the TVA Board approved a proposed settlement with Stone and Webster, contingent on Stone and Webster agreeing to certain conditions. Stone and Webster has not agreed to the conditions. It is reasonably possible that TVA could incur some potential liability in excess of the amount previously calculated by TVA, and TVA has created a reserve for the additional amount.

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The TVA Board has not made a decision to construct new plant units at the Bellefonte site, and TVA continues to evaluate all nuclear generation options at the site.

Management Changes

New Executive Vice President of Power Systems Operations Group Named

On July 23, 2008, TVA announced the appointment of Robin (Rob) Edwin Manning as Executive Vice President of TVA’s Power System Operations (“PSO”) organization, effective August 18, 2008. PSO is the TVA organization responsible for designing, building, operating, and maintaining TVA’s electric power transmission network. Mr. Manning has over 30 years of experience in the electric industry and most recently was the vice president of Field Operations for Duke Energy’s Power Delivery business, where he was responsible for all transmission and distribution system activities in Duke’s Carolinas Region.

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Executive of New Power Supply & Fuels Organization Named

On July 22, 2008, TVA announced the appointment of Van M. Wardlaw as the Executive Vice President of the newly organized Power Supply & Fuels organization, which combines TVA’s Commercial Operations & Fuels (“CO&F”) and System Planning organizations. Prior to his appointment, Mr. Wardlaw was Senior Vice President of CO&F.

New Senior Vice President of Office of Environment & Research Named

On July 28, 2008, TVA announced the appointment of Anda A. Ray as Senior Vice President of TVA's Office of Environment & Research ("OE&R"), effective August 4, 2008. Prior to her appointment, Ms. Ray was Vice President of TVA's Environmental Stewardship & Policy organization. The position of Senior Vice President OE&R had previously been held by Bridgette K. Ellis who is retiring from TVA.

New Chief Risk Officer Named

On August 11, 2008, TVA announced that Chris S. Mitchell, TVA’s Vice President of Risk Management and Chief Risk Officer, would be retiring from TVA later this year and that Kimberly S. Greene, TVA’s Chief Financial Officer and Executive Vice President, Financial Services, would be taking on the title and responsibility of Chief Risk Officer effective September 1, 2008.

New Senior Vice President of Nuclear Operations

On August 13, 2008, TVA announced the appointment of Donald Jernigan as Senior Vice President of Nuclear Operations. Mr. Jernigan has 25 years experience in the commercial nuclear power industry following his service in the U.S. Navy's nuclear power program. Prior to his appointment, Mr. Jernigan was site Vice President of Dominion's Surry Nuclear Power Station.

New Senior Vice President of Fossil Operations

In October 2008, TVA announced the appointment of John McCormick, Jr. as Senior Vice President of Fossil Operations. He has over 25 years experience in the electric utility industry.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There are no material changes related to market risk from the market risks disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management Activities in the Annual Report other than the item noted below.

In September 2008, Lehman Brothers Holdings Inc. (“Lehman”), an investment bank, filed for protection under Chapter 11 of the Federal Bankruptcy Code. Lehman’s relationship with TVA had primarily been as an underwriter and market maker for TVA debt securities. TVA had no net exposure to Lehman or its subsidiaries as of the date of its bankruptcy filing. Investment managers for TVA’s pension and NDT funds have broad, diversified holdings, and held minimal amounts of Lehman securities.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure 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 TVA’s disclosure controls and procedures as of June 30, 2008. 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, as a result of a material weakness identified (described below), TVA’s disclosure controls and procedures were not effective as of June 30, 2008, 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. To assess the financial statement impact of this material weakness, TVA performed additional analyses, interim supplemental procedures, and monitoring activities subsequent to quarter end. Also, subsequent to June 30, 2008 and prior to filing this Quarterly Report, the material weakness (described below) was remediated. As a result of these additional activities, the president and chief executive officer, the chief financial officer, and the vice president and controller have determined that there is reasonable assurance that the financial statements included in this Quarterly Report fairly present, in all material respects, TVA’s financial condition, results of operations, and cash flows as of, and for, the periods presented.

Subsequent to June 30, 2008, TVA management identified a material weakness in internal controls related to TVA’s unbilled revenue calculation. The estimation process implemented in September 2006 utilized the distributors’ average rates and an estimate of the number of days of revenue outstanding to reflect the delay in reporting the end-use sales to TVA (“days outstanding”). The number of days outstanding was derived using a procedure similar to a cross-correlation calculation that compared the monthly retail load to the monthly wholesale load. The intent was to reflect in the unbilled estimate the end-use sales that would be reported that month by distributors plus any remaining sales that would not be reported until the following month due to the delay between wholesale delivery and end-use reporting.

TVA has used a new process for estimating unbilled revenue for the periods presented in this Quarterly Report. This process carries over only the portion of sales from the distributor’s meter read date to the month-end. Those sales, along with the current month sales, are then priced at rates based on each distributor’s customer and product mix. Additionally, the true-up component has been added to the unbilled calculation to reflect any timing differences that occur between the retail and wholesale billing cycles.

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.

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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.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter ended June 30, 2008 there were no changes in TVA’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect TVA’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 10 in this Quarterly Report for a discussion of legal proceedings affecting TVA.

ITEM 1A. RISK FACTORS

The discussion below supplements the disclosure contained in Item 1A, Risk Factors in the Annual Report. The factors described in Item 1A, Risk Factors in the Annual Report, together with the risk factors discussed below and the other information contained in the Quarterly Report, could materially affect TVA’s business, financial condition, and operating results and should be carefully considered. Further, the risks described in this Quarterly Report and in the Annual Report are not the only risks facing TVA. Additional risks and uncertainties not currently known to TVA management or that TVA management currently deems to be immaterial also may materially adversely affect TVA’s business, financial condition, and operating results.

•

Compliance with environmental laws and regulations relating to carbon dioxide and other greenhouse gases may affect TVA’s operations in unexpected ways.

Future compliance may be required resulting from the regulation of carbon dioxide and other greenhouse gases. Any future legislative or regulatory actions to address global climate change may be materially adverse to TVA’s financial position or results of operations. The cost impact of legislation or regulation to address global climate change would depend on the specific legislation or regulation enacted, which cannot be determined at this time.

• TVA could become subject to Renewable Energy Portfolio Standards.

TVA is not currently obligated to provide a percentage of the power it sells from renewable sources but might be required to do so in the future. In such a case, TVA would either have to build facilities that use renewable resources to produce the power itself or purchase renewable power from other companies. Such developments could require TVA to make significant capital expenditures, increase its purchased power costs, or make changes in how it operates its facilities. See Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental Matters.

• Demand for electricity supplied by TVA could be reduced by changes in technology.

Research and development activities are ongoing to improve existing and alternative technologies to produce electricity, including gas turbines, fuel cells, microturbines, and solar cells. It is possible that advances in these or other alternative technologies could reduce the costs of electricity production from alternative technologies to a level that will enable these technologies to compete effectively with traditional power plants like TVA’s. To the extent these technologies become a more cost-effective option for certain customers, TVA’s sales to these customers could be reduced, thereby negatively affecting TVA’s cash flows, results of operations, and financial condition.

In addition, demand for electricity may be affected by the implementation of time-of-use rates. Depending on design features, time-of-use rates may affect timing and volatility of cash flow. Metering or related technology changes may impact the features and penetration of time-of-use rates.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.		Description
3.1		TVA’s Bylaws adopted by the Board on May 18, 2006, as amended on April 3, 2008, and May 19, 2008
10.1 *		Second Amendment Dated as of May 9, 2008, to $1,250,000,000 Spring Maturity Credit Agreement Dated as of May 17, 2006, and Amended as of May 11, 2007, Among TVA, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as a Lender, and the Other Lenders Party Thereto
10.2		TVA Discount Notes Selling Group Agreement
10.3 *		Joint Ownership Agreement Dated as of April 30, 2008, Between Seven States Power Corporation and TVA
31.1		Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Financial Officer
32.1		Section 1350 Certification Executed by the Chief Executive Officer
32.2		Section 1350 Certification Executed by the Chief Financial Officer

*	The schedule has been omitted from Exhibit 10.1, and the exhibits have been omitted from Exhibit 10.3. TVA hereby undertakes to furnish supplementally copies of the omitted schedule or exhibits upon request by the Securities and Exchange Commission.

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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 thereunto duly authorized.

Date: December 15 , 2008

TENNESSEE VALLEY AUTHORITY

(Registrant)

By:	/s/ Tom D. Kilgore
	Tom D. Kilgore
	President and Chief Executive Officer
	(Principal Executive Officer)



By:	/s/ Kimberly S. Greene
	Kimberly S. Greene
	Chief Financial Officer and Executive
	Vice President, Financial Services
	(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.		Description
3.1		TVA’s Bylaws adopted by the Board on May 18, 2006, as amended on April 3, 2008, and May 19, 2008
10.1 *		Second Amendment Dated as of May 9, 2008, to $1,250,000,000 Spring Maturity Credit Agreement Dated as of May 17, 2006, and Amended as of May 11, 2007, Among TVA, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as a Lender, and the Other Lenders Party Thereto
10.2		TVA Discount Notes Selling Group Agreement
10.3 *		Joint Ownership Agreement Dated as of April 30, 2008, Between Seven States Power Corporation and TVA
31.1		Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Financial Officer
32.1		Section 1350 Certification Executed by the Chief Executive Officer
32.2		Section 1350 Certification Executed by the Chief Financial Officer

*	The schedule has been omitted from Exhibit 10.1, and the exhibits have been omitted from Exhibit 10.3. TVA hereby undertakes to furnish supplementally copies of the omitted schedule or exhibits upon request by the Securities and Exchange Commission.

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Exhibit 3.1

BYLAWS

THE TENNESSEE VALLEY AUTHORITY

PREAMBLE

These Bylaws of the Tennessee Valley Authority are adopted by the Board of Directors of the Tennessee Valley Authority in accordance with Section 4(e) of the Tennessee Valley Authority Act of 1933, as amended (said Act hereafter referred to as the “TVA Act”).

ARTICLE I

Board of Directors

Section 1.1 Number; Selection of Chairman . In accordance with Section 2(a)(1) of the TVA Act, the Board of Directors shall consist of nine members appointed by the President of the United States by and with the advice and consent of the United States Senate. The Board of Directors shall select one of its members to serve as Chairman of the Board. The Chairman shall serve a term of two years unless the Board decides otherwise. The term of the first Chairman selected under the provisions of Section 2(a)(2) of the TVA Act shall expire on May 18, 2008, unless the Board decides otherwise; and each subsequent term of a Chairman of the Board shall expire on May 18 of each subsequent even-numbered calendar year. A Chairman’s successor shall be selected by the Board at least ninety (90) calendar days prior to the end of the term of the then current Chairman; provided, however, that if the position of Chairman should become vacant prior to the end of a term due to resignation or any other reason, the Board shall, not later than thirty (30) calendar days after the date upon which such vacancy occurs, select a new Chairman to serve out the remainder of the current term.

Section 1.2 Regular Meetings . Regular meetings of the Board of Directors will be held at least four times each calendar year at such places and at such times as the Board of Directors may from time to time determine, consistent with the requirements of Section 2(g)(2) of the TVA Act. Notice of, and agendas for, regular meetings shall be given to all Board members in advance of the meeting and shall be publicly disclosed in advance in accordance with the requirements of the Government in the Sunshine Act, as amended.

Section 1.3 Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board or a majority of the members of the Board of Directors then in office and may be held at any time, date or place, as the person or persons calling the meeting shall fix. Notice of the time, date and place of, and agenda for, such meeting shall be given to all members in advance of the meeting and shall be

publicly disclosed in advance in accordance with the requirements of the Government in the Sunshine Act, as amended.

Section 1.4 Remote Attendance at Meetings . Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone, audio/video transmission, or similar communications medium, by means of which all persons participating in the meeting can simultaneously communicate on a real-time basis with all other participants, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting; provided however, that personal attendance of Board members at meetings of the Board is strongly encouraged. The proceedings of any Board meeting covered by this Section 1.4 shall be public, and proper notice of the time, date, and place of, and agenda for, said meeting shall be publicly disclosed in advance in accordance with the requirements of the Government in the Sunshine Act, as amended.

Section 1.5 Quorum; Vote Required for Action . In accordance with the provisions of Section 2(e) of the TVA Act, five of the members of the Board shall constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws or required by law, the vote of a majority of the members either physically present or participating by remote attendance in accordance with Section 1.4 of these Bylaws shall be the act of the Board of Directors.

Section 1.6 Vacancies . In the event that vacancies cause the Board to have fewer than five members for any period of time, during any such period of time the members in office may, as a Board without a quorum, continue to exercise those powers of the Board which are necessary to assure continuity of operations of the Corporation along the lines established while the Corporation was guided by a quorum of the Board, but shall not have the authority to direct the Corporation into new areas of activity, to embark on new programs, or to change the Corporation’s existing direction.

Section 1.7 Organization . Meetings of the Board of Directors shall be presided over by the Chairman of the Board. If the Chairman is unable to preside at a meeting of the Board, the Chairman shall designate a member of the Board to preside in his or her absence; provided that, in the absence of such a designation, the Chairman of the governance committee shall preside in the absence of the Chairman of the Board.

Section 1.8 Notational Approvals by Individual Directors . As long as personal notice of said action for consideration by the Board of Directors, or a committee thereof, is provided to individual members of the Board, or of the appropriate committee thereof, by electronic mail or as otherwise specified by said individual Board member, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if a majority of all members of the Board or such committee, as the case may be, approve such action independently and individually in writing. Members shall normally have seven calendar days during which they are to submit their individual votes unless the Chairman of the Board or the Chairman of said committee of the Board, as appropriate, has specified that the deadline for voting on a

particular notational item will be a different number of calendar days; provided, that in no event shall the deadline be fewer than three calendar days. The writings constituting such approval shall be filed with the minutes of proceedings of the next Board or committee meeting as appropriate.

Section 1.9 Powers of the Board of Directors . The principal responsibilities of the Board of Directors are to establish the broad strategies, goals, objectives, long-range plans, and policies of the Corporation in a manner consistent with the missions set forth in the TVA Act and to ensure that those are achieved by the Chief Executive Officer. Accordingly, the Board of Directors has those powers and authorities vested in the Board under the provisions of the TVA Act or under other provisions of law to carry out those principal responsibilities. The Board of Directors may, to the extent permitted by law, delegate authorities of the Board to the Chief Executive Officer or other officials of the Corporation.

Section 1.10 Authorities of the Chairman of the Board . The principal responsibilities of the Chairman of the Board are not executive in nature and are those vested in the Chairman of the Board under these Bylaws. Accordingly, the Chairman of the Board has those authorities as are necessary or appropriate to carry out the aforementioned principal responsibilities.

Section 1.11 Compensation of Board Members . Members shall be compensated in accordance with the provisions of Section 2(f) of the TVA Act and other applicable provisions of law.

ARTICLE II

Committees

Section 2.1 Committees . There shall, as a minimum, be an audit committee of Board members as required by Section 2(g)(1)(I) of the TVA Act. In addition, the Board may, from time to time by resolution passed by a majority of the Board, designate one or more committees of Board members and specify the responsibilities and duties of each such committee. The Chairman of the Board, in consultation with the Chairman of the committee assigned oversight responsibility for the governance function, shall appoint Board members to serve on each committee. All appointees for the initial membership of committees newly-established by the Board, and all appointees to fill all current committee vacancies at any time that such vacancies may occur, shall be submitted by the Chairman of the Board to the Board for its approval as a single slate of appointees. The Chairman of the Board shall select and designate which Board member on each committee shall serve as Chairman of said committee. The Chairmen and members of committees shall serve terms that run concurrently with the term of the Chairman of the Board who appointed them to those positions.

Section 2.2 Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for

conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business.

ARTICLE III

Officers

Section 3.1 Chief Executive Officer; Officers; Selection; Qualifications; Resignation; Vacancies . The Board of Directors shall choose and appoint a person to serve as Chief Executive Officer of the Tennessee Valley Authority in accordance with the requirements and qualifications specified for such position in Section 2(h) of the TVA Act. The Chief Executive Officer shall serve at the pleasure of the Board of Directors. With the advice and consent of the Board in accordance with Section 3(a) of the TVA Act, the Chief Executive Officer shall choose and appoint such officers, managers, assistant managers, employees, attorneys, and agents as are necessary for the transaction of the business of the Corporation.

Section 3.2 Authorities and Duties of Chief Executive Officer . The principal responsibilities of the Chief Executive Officer are to achieve the broad strategies, goals, objectives, long-range plans, and policies established by the Board of Directors for the Corporation and to ensure the continuity and reliability of the Corporation’s operations. Accordingly, the Chief Executive Officer has all powers, authorities, and duties necessary or appropriate to carry out those principal responsibilities, including but not limited to those to carry out projects and activities approved by the Board of Directors or to maintain continuity and/or reliability of ongoing operations. In addition, the Chief Executive Officer shall have all powers, authorities, and duties which are either: (i) delegated to the Chief Executive Officer by action of the Board; or (ii) vested in the Chief Executive Officer under the provisions of the TVA Act or any other provision of law.

Section 3.3 Primary Spokesperson . The Chief Executive Officer shall be the Corporation’s primary spokesperson in communications with external individuals and entities.

Section 3.4 Compensation . In accordance with the provisions of Section 2(i) of the TVA Act, the Board of Directors shall approve: (i) a compensation plan that specifies all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) for the Chief Executive Officer and employees of the Corporation and (ii) on the recommendation of the Chief Executive Officer, shall approve the salaries of employees whose annual salaries would be in excess of the annual rate payable for positions at level IV of the Executive Schedule under section 5315 of title 5, United States Code. In accordance with the provisions of Section 2(g)(1)(G) of the TVA Act, the Board of Directors shall approve all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) of all managers and technical personnel that report directly to the Chief Executive Officer (including any adjustment to compensation).

Section 3.5 Interim Chief Executive Officer . The Chief Executive Officer shall designate to the Board of Directors in writing which executive officer of the Corporation, or what succession of executive officers of the Corporation, is authorized to serve in the position of Chief Executive Officer on an interim basis in the event that the Chief Executive Officer becomes unable to carry out his duties and responsibilities due to incapacitation, death, or absence for any other reason. In such an event, the designated executive officer of the Corporation shall serve as the Chief Executive Officer until such time as the Board of Directors may decide otherwise. The Chief Executive Officer may, from time to time, revise the aforementioned designation by informing the Board of Directors of such change in writing.

ARTICLE IV

TVA Board Practices System

Section 4.1 TVA Board Practices System . The “TVA Board Practices System” shall contain practices approved by the Board for inclusion in the System which govern various Board and Board Committee processes and activities or interpret provisions of these Bylaws. These practices provide guidance to members of the Board and provide guidance or delegate additional general authorities to the Chief Executive Officer in those cases where an amendment to these Bylaws to accomplish such purposes is not deemed to be necessary.

Section 4.2 Adoption of New TVA Board Practices . The adoption by the Board of Directors of any new TVA Board Practice shall require a vote in the affirmative by not less than a majority of those members of the Board voting.

ARTICLE V

Indemnification

Section 5.1 Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended in a manner more favorable to indemnitees, any person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any threatened or pending claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 5.3, the Corporation shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Board of

Directors of the Corporation. At the Indemnitee’s election, the Corporation shall provide or arrange for legal representation of the Indemnitee in defending any proceeding against said Indemnitee in advance of its final disposition. The indemnification provided by this Article V shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

Section 5.2 Payment of Expenses . The Corporation shall pay the expenses incurred personally by an Indemnitee in defending any proceeding in advance of its final disposition, provided, however, that any payment of such expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should ultimately be determined that the Indemnitee is not entitled to be indemnified under this Article V or otherwise.

Section 5.3 Other Sources . The Corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

Section 5.4 Amendment or Repeal . Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 5.5 Other Indemnification and Prepayment of Expenses . This Article V shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.

Section 5.6 Indemnification Contracts . The Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this Article V.

Section 5.7 Effect of Amendment . Any amendment, repeal or modification of any provision of this Article V shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article V and existing at the time of such amendment, repeal or modification.

Section 5.8 Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving at the request of the

Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her or on his or her behalf in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article V.

Section 5.9 Savings Clause . If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VI

Miscellaneous

Section 6.1 Fiscal Year . The fiscal year of the Corporation shall be October 1 through September 30, unless specified otherwise by Act of Congress.

Section 6.2 Seal . The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 6.3 Conflict-of-Interest Policy . In accordance with the requirements of Section 2(g)(1)(E) of the TVA Act, the Board of Directors shall maintain and may, from time to time, revise a conflict-of-interest policy applicable to members of the Board, the Chief Executive Officer, and all employees of the Corporation. Any revisions to the aforementioned conflict-of-interest policy adopted by the Board of Directors shall be submitted to the United States Congress.

Section 6.4 Form of Records . Any records maintained by the Corporation in the regular course of its business, including its books of account and minute books, may be kept on, or be in the form of any information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 6.5 Reliance Upon Books and Records . A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 6.6 TVA Act Governs . In the event of any conflict between the provisions of the TVA Act, or other applicable provisions of law, and these Bylaws, the provisions of the TVA Act, or other applicable provisions of law, shall govern.

Section 6.7 Severability . If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the TVA Act, or other applicable provisions of law, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the TVA Act, or other applicable provisions of law, that are not themselves invalid, illegal, unenforceable or in conflict with the TVA Act, or other applicable provisions of law) shall remain in full force and effect.

Section 6.8 Amendments . To the extent consistent with the provisions of the TVA Act, the Board of Directors shall have the power to adopt, amend or repeal Bylaws of the Corporation.

Exhibit 10.1

This Second Amendment to the Spring Maturity Credit Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Second Amendment to the Spring Maturity Credit Agreement were made to, and solely for the benefit of, the other parties to this Second Amendment to the Spring Maturity Credit Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits, or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

SECOND AMENDMENT

THIS SECOND AMENDMENT (this “ Amendment ”) dated as of May 9, 2008 to the Credit Agreement referenced below is among TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States of America (the “ Borrower ”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as a Lender and as Administrative Agent.

W I T N E S S E T H

WHEREAS, pursuant to the Spring Maturity Credit Agreement dated as of May 17, 2006 (as amended as of May 11, 2007, and as further amended, modified and supplemented from time to time, the “ Credit Agreement ”) among the Borrower, the Lenders identified therein and the Administrative Agent, the Lenders agreed to make extensions of credit to the Borrower; and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Lenders have agreed to the requested modifications on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms . Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2. Amendments .

(a) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is amended to read as follows:

“ Maturity Date ” means May 13, 2009.

(b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended to read as follows:

“ Applicable Rate ” means, for any day, the percentages per annum set forth on Schedule 1.01 based upon the S&P Debt Rating and the Moody’s Debt Rating then in effect.

The Applicable Rate shall be determined by the Administrative Agent based on the lower of the S&P Debt Rating and Moody’s Debt Rating then in effect. Each change in the Applicable Rate shall be effective on and as of the date of such change and shall be applicable to all existing Loans and to any new Loans made on and after the date thereof.

Notwithstanding the foregoing, at any time that either the Moody’s Debt Rating is lower than Aa3 or the S&P Debt Rating is lower than AA-, the Applicable Rate shall be increased to (a) with respect to the LIBOR Rate Loans, two and one-half percent (2.50%), (b) with respect to Base Rate Loans, one-half of one percent (0.50%), and (c) with respect to the Commitment Fee, one-half of one percent (0.50%).

3. Conditions Precedent . This Amendment shall become effective as of May 14, 2008 upon satisfaction of each of the following conditions precedent:

(a) receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower and the Lenders; and

(b) receipt by the Administrative Agent of resolutions of the Borrower evidencing the authority of the Borrower to enter into this Amendment certified by the Secretary or by an Assistant Secretary of the Borrower to be true and correct as of the date hereof.

4. No Other Changes . Except as expressly modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

5. Reaffirmation of Representations and Warranties . The Borrower represents and warrants that each representation and warranty set forth in the Loan Documents is true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier period).

6. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.

7. Governing Law . Except for those sections that specifically reference a federal statute or regulation, this Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Tennessee. T he foregoing notwithstanding, to the extent the following defenses would be available to the Borrower under federal law, then such defenses shall be available to the Borrower in connection with this Amendment: (i) non-liability for punitive damages, (ii) exemption from anti-trust laws, (iii) the Borrower cannot be contractually bound by representation of an employee made without actual authority, (iv) presumption that government officials have acted in good faith and (v) limitation on the application of the doctrine of equitable estoppel to the government. For the avoidance of doubt, the Credit Agreement, as amended by this Amendment, shall continue to be governed by Section 10.14 Governing Law: Jurisdiction: Etc . and not by Section 7, Governing Law , of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment to Spring Maturity Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWER: TENNESSEE VALLEY AUTHORITY

By: /s/ John M. Hoskins

Name: John M. Hoskins

Title: Senior Vice President and Treasurer

ADMINISTRATIVE

AGENT: BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ John M. Hall

Name: John M. Hall

Title: Senior Vice President

LENDER: BANK OF AMERICA, N.A., as a Lender

By: /s/ John M. Hall

Name: John M. Hall

Title: Senior Vice President

Exhibit 10.2

This Discount Notes Selling Group Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Discount Notes Selling Group Agreement were made to, and solely for the benefit of, the other parties to this Discount Notes Selling Group Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits, or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

This Form Discount Note Selling Group Agreement has been executed between TVA and each of the following parties on the dates noted:


Party		Date executed
Banc of America Securities LLC		May 28, 2003
Barlcays Capital, Inc. Credit Suisse First Boston LLC		October 23, 2007 May 23, 2003
FTN Financial		May 22, 2003
Goldman, Sachs & Co.		July 2, 2003
J.P. Morgan Securities Inc.		August 5, 2004
Merrill Lynch Government Securities Inc.		June 10, 2003
Morgan Stanley & Co., Incorporated		September 26, 2006
Suntrust Robinson Humphrey The Williams Capital Group, L.P.		May 14, 2003 June 13, 2008

TENNESSEE VALLEY AUTHORITY

DISCOUNT NOTES

SELLING GROUP AGREEMENT

The Tennessee Valley Authority (“TVA”) may offer Discount Notes (“Notes”), which Notes are described in TVA’s Discount Notes Offering Circular, for public distribution through a group of investment dealers and dealer banks (“Selling Group”). You are invited to become a member of the Selling Group (“Member”).

The signature of a person authorized to bind your organization at the conclusion of this Selling Group Agreement (“Agreement”) constitutes both your organization’s acceptance of this invitation and its consent to be bound by all the terms and conditions contained in this Agreement and by any instructions contemplated by this Agreement, written or otherwise transmitted, in connection with the distribution of the Notes which may be issued by TVA by its Treasurer or designees.

SECTION 1. AUTHORIZATION . The Notes will be issued pursuant to (1) authority vested in TVA by section 15d of the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. §§ 831-831ee (2000), (2) section 2.5 of the Basic Tennessee Valley Authority Power Bond Resolution adopted by the Board of Directors of TVA (“Board”) on October 6, 1960, as amended, and (3) a Resolution adopted by the Board on January 23, 1991, as amended, authorizing the issuance of certain short-term debt through the use of the book-entry system of the Federal Reserve Banks. The Notes will not be obligations of, nor will they be guaranteed by, the United States of America.

SECTION 2. OFFERING. Each Member will offer Notes of original issue to investors, according to the rate schedule established by TVA. Unless otherwise instructed, Members must receive approval from TVA of all sales prior to confirmation with the customer pursuant to section 7 of this Agreement. TVA reserves the right, in its sole discretion, to reject any offer for the purchase of the Notes, allot less than the face amount of the Notes requested by a Member, change the rate schedule, or terminate the sale of the Notes. Members will be notified as promptly as practicable of any such action.

SECTION 3. POSITIONING AND RECORDS. Members are prohibited from purchasing original issue Notes acting as principal unless expressly authorized to do so by TVA. Any violation of this restriction regarding purchasing original issue Notes acting as principal may result in a Member’s immediate removal from the Selling Group at TVA’s sole discretion.

Reallowance of all or any part of the concession is allowed on all sales to dealers outside the Selling Group subject to prior approval by TVA. Such reallowance must be reported to TVA monthly in an electronic or written format. Any violation of the restriction regarding concession reallowance or the restriction regarding sales to dealers outside the Selling Group may result in a Member’s immediate removal from the Selling Group.

TVA will maintain records of sales and amounts of Notes maturing on each future maturity date and will, when requested by a Member, advise it of such dates and amounts.

SECTION 4. PRICING. Rate schedules for the Notes will usually be adjusted on a daily basis to reflect TVA’s cash needs, current market conditions, and TVA’s maturity strategy. TVA will make available to each Member of the Selling Group the appropriate rate schedule to be used in offering Notes to the public. Such information will be transmitted by telephone or other electronic means as soon as practicable. Rates may be changed at any time at the sole discretion of TVA. Members will be notified of a pending change as soon as practicable and instructed to cease offering Notes, except in the secondary market, until a new schedule is established.

The purchase price of each Note to the public shall be the difference between the face amount of the Note and the quotient arrived at by dividing by 360 the product of (1) the principal amount of the Note, (2) the percentage rate of discount applicable to the Note (said percentage rate of discount being hereinafter called the “Discount Rate”), and (3) the actual number of days the Note will be outstanding (excluding the date of issue but including the maturity date).

SECTION 5. SELLING CONCESSION. For all Notes confirmed by TVA to, and paid for by, a Member, that Member will be allowed a concession, the amount of which will be determined from time to time by TVA. Members will receive the concession by

TVA’s deducting the amount of the concession from the gross amount otherwise due from each Member in settlement of the Notes on the settlement date or through direct payment to a Member on a periodic basis as TVA and such Member may agree. The concession with respect to any sale of Notes may be withheld in whole or in part as to any Member at the discretion of TVA upon TVA’s determination that such sale of Notes by such Member is in violation of the terms of this Agreement or is otherwise improper. Except for concessions withheld as described above, no change in the concession amount will be effective until TVA informs Member of such change by telephone or other electronic means.

SECTION 6. SECONDARY MARKET. Each Member shall use its best efforts to maintain a viable secondary market for the Notes and shall submit an electronic or written report to TVA, no later than the fifth working day of each month, of such Member’s purchases and sales of the Notes in the secondary market during the previous month. Each Member shall be responsible for continually advising TVA of secondary Note inventories and market developments.

SECTION 7. TRANSMITTAL OF ORDERS AND CONFIRMATION OF SALES. Members shall confirm to TVA by telephone or other means acceptable to TVA offers to purchase as to par amount, Discount Rate, issue date, and maturity prior to the execution of the sale. It is hereby expressly agreed that TVA shall have no obligation to accept an offer to purchase any Note prior to TVA’s acceptance, by telephone or otherwise, of such offer to purchase. TVA’s acceptance of an offer to purchase shall bind the Member and

TVA to proceed with such sale, unless both parties agree otherwise.

SECTION 8. SETTLEMENT. Settlement for cash (same day), regular (next business day), skip (2 business days forward) or other settlement delivery options as deemed appropriate will normally be available. However, temporary restrictions on settlement type may be imposed by TVA at any time. If restrictions are imposed, Members will be notified as quickly as possible by telephone or other electronic means. Delivery of the Notes allotted to each Member shall be made on the settlement date against payment in federal funds through the Federal Reserve’s wire transfer system.

Failure of a Member to make payment for the Notes on the settlement date shall result in the Member being liable to TVA in an amount equal to the sum of (1) the product of (a) the annual Discount Rate of the Notes computed on a daily basis, (b) the principal amount of the Notes (with respect to which Member failed to make payment), and (c) the number of days payment is not made, (2) any Federal Reserve charges, and (3) other expenses or losses incurred by TVA as a result of a Member’s failure to make payment; provided that no Member shall be liable for failure to make such payment due to actions of TVA or its agents in violation of this Agreement or for any failure of the Federal Reserve Banks, except when Member fails to follow applicable operating procedures of the Federal Reserve Banks (including alternative procedures), or for any events beyond the reasonable control of Member; and provided further, however, that Member’s liability pursuant to this section 8 shall not exceed an amount equal to the principal amount of the Notes (with respect to which Member failed to make payment).

SECTION 9. AUTHORIZED PERSONNEL. Member must provide TVA with electronic or written notification of those persons within its organization authorized to act as liaisons to TVA in connection with the distribution of the Notes. TVA is not obligated to coordinate any aspect of the distribution of Notes with any person other than those authorized to act in Member’s behalf. TVA will notify the Member, which notification may be oral and confirmed later in writing, of those persons authorized to approve sales of Notes and otherwise act for TVA under this Agreement.

SECTION 10. WEB SITE. When a Member uses the web site provided by the Grant Street Group or any similar web site related to the Notes (“Web Site”), the following provisions shall apply:

(1) Member shall designate in writing one or more employees it will authorize to use the Web Site (each such individual being referred to herein as an “Authorized User”) by submitting the information set forth in Exhibit A. An Authorized User may have access (a) to view the Web Site and submit offers to buy Notes, (b) to view the Web Site and confirm offers to buy Notes, or (c) to view the Web Site, submit offers to buy the Notes, and confirm offers to buy the Notes.

(2) Member and its Authorized Users are responsible for controlling access to the Web Site and for securing their computer systems (or the computer systems under their custody and control) to prevent unauthorized use of the Web Site and purchase of Notes by means of the Web Site. Member bears the risk of loss in the

event an unauthorized purchase of Notes is made through its computer systems (or the computer systems under its custody and control) or if an Authorized User makes an unauthorized purchase of Notes offered by sale by means of the Web Site.

(3) Member shall advise TVA in writing if there is a change in employment of any of its Authorized Users, if Member wants to terminate an employee’s status as an Authorized User, or if Member wants to designate additional employees as Authorized Users.

(4) Member shall not allow employees, Authorized Users, or others located outside of the United States to use the Web Site to participate in the purchase of Notes from TVA.

SECTION 11. FINANCIAL STATEMENTS. Members must provide for TVA’s review current audited financial statements or other written financial information in a form satisfactory to TVA on a regular basis but in no case less frequently than yearly.

SECTION 12. OTHER AGREEMENTS. TVA hereby reserves the right to select special Selling Groups of investment dealers and dealer banks for the issuance of Notes or other debt securities in circumstances that are deemed to be special situations. TVA has sole discretion and final decision in such matters.

SECTION 13. MEMBER LIABILITY. No Member has the authority to obligate TVA or any employee of TVA for any expenses incurred by the Member, and TVA and its employees assume no such liability under this Agreement. In connection with the distribution of the Notes, Member agrees to (1) provide no information or make no representation that is inconsistent with the Discount Notes Offering Circular, TVA’s current Information Statement, any supplement to any of the foregoing, and any brochures, memoranda, and other descriptive material relating to the Notes furnished to Member by TVA or approved by TVA in writing prior to their use; (2) comply with all applicable laws and regulations relating to the sale of the Notes in each jurisdiction in which a Member offers, sells, or otherwise distributes the Notes; and (3) permit TVA to inspect to the extent allowed by applicable law, during regular business hours and on reasonable notice, the Member’s books and records associated with its activities under this Agreement.

SECTION 14. CANCELLATION OF AGREEMENT. A Member may withdraw from membership in the Selling Group upon written notice to TVA. Similarly, TVA may terminate, at no cost to TVA, the membership of any Member at any time, but such termination shall not affect the obligation of the Member or TVA to complete its performance with respect to any outstanding sales commitments. Notice of such termination by TVA may be oral and confirmed later in writing

SECTION 15. SEVERABILITY OF PROVISIONS . In the event that one or more provisions contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not be affected or impaired thereby, and this Agreement shall be interpreted as if such invalid, illegal, or unenforceable provision was not contained in this Agreement.

SECTION 16. OFFICIALS NOT TO BENEFIT . No member of or delegate to Congress or Resident Commissioner, or any officer, employee, special Government employee, or agent of TVA shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom, but this provision shall not be construed to extend to a corporation contracting for its general benefit; nor shall any Member offer or give, directly or indirectly, to any officer, employee, special Government employee, or agent of TVA, any gift, gratuity, favor, entertainment, loan, or any other thing of monetary value, except as provided in 5 C.F.R. part 2635.

SECTION 17. INDEMNIFICATION. Member agrees to indemnify and hold TVA harmless from and against any losses, liabilities, damages, or claims (or actions in respect thereof) to which TVA may become subject insofar as such losses, liabilities, damages, or claims (or actions in respect thereof) arise out of or relate to the making by Member of any representation or the giving by Member of any information in connection

with the offering or sale of the Notes which is inconsistent with TVA’s Discount Notes Offering Circular, Information Statement, any supplement to the foregoing, or brochures, memoranda, or other descriptive material relating to the Notes furnished to Member by TVA or approved by TVA in writing prior to their use. Member further agrees to reimburse TVA for any legal or other expenses reasonably incurred by TVA in connection with investigating or defending any such losses, liabilities, damages, claims, or actions as such expenses are incurred. TVA agrees to give prompt written notice to Member of any claim or the commencement of any action as to which indemnification will be requested. Member’s obligation under this section shall be in addition to any liability that it may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, and employee of TVA. Further, Member shall indemnify, protect, and hold TVA harmless from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorney’s fees) resulting from the breach of section 10 of this Agreement.

TVA agrees to indemnify and hold each Member harmless from and against any losses, claims, damages, or liabilities, joint or several, to which such Member may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in TVA’s Discount Notes Offering Circular, Information Statement, any supplements to the foregoing, or any brochures, memoranda, or other descriptive material relating to the Notes furnished to Members by TVA or approved by TVA in writing prior to their use with respect to the Notes (collectively, “Information”) or arise out of or are based

upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse each Member for any legal or other expenses reasonably incurred by such Member in connection with the investigation or defense of any such loss, claim, damage, liability, or action as such expenses are incurred; provided, however, that the foregoing indemnity agreement with respect to the Information shall not inure to the benefit of Member from whom the person asserting any such losses, claims, damages, liabilities, or actions purchased Notes, or any person controlling Member, if a copy of the Information (as then amended and supplemented if TVA shall have furnished any amendments or supplements thereto) was furnished by TVA to Member in reasonably sufficient quantities prior to mailing by Member of confirmation of the sale of the Notes and was not sent or given by or on behalf of Member to such person, at or prior to the confirmation of the sale of the Notes to such person, and if the Information (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages, liabilities, or actions; and provided, further, that TVA will not be liable in any such case to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Information made in reliance upon and in conformity with written information furnished to TVA by Member specifically for use therein. Member agrees to give prompt notice to TVA of any claim or the commencement of any action as to which indemnification will be requested. The obligations of TVA under this section shall be in addition to any liability which TVA may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls Member within the meaning of the Securities Act of 1933.

SECTION 18. SEVERAL LIABILITLY. The obligations of each Member of the Selling Group will be several and no Member of the Selling Group will incur any liability as a result of the performance or failure to perform by any other Member.

SECTION 19. COMPLIANCE WITH INTERNAL REVENUE CODE . Income on Notes and other evidences of indebtedness issued by TVA is subject to federal tax consequences. Accordingly, Member agrees to comply with all applicable provisions of the Internal Revenue Code, as amended from time to time, with respect to taxation of, information reporting about, and backup withholding on, the Notes.

SECTION 20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

If the foregoing terms and conditions are acceptable, please have an authorized person sign and return one copy of this Agreement to the Tennessee Valley Authority, 400 West Summit Hill Drive, Knoxville, Tennessee, 37902, Attention: John M. Hoskins, Senior Vice President and Treasurer. A second copy has been included for your files.

	Very truly yours, TENNESSEE VALLEY AUTHORITY
By: Date:
		John M. Hoskins Senior Vice President and Treasurer _____________________________

Accepted:
Selling Group Member (Please type)
Signature of Authorized Partner or Officer
Name and Title of Partner or Officer (Please type)
Date:

EXHIBIT A

Authorized User Authorized User

_____________________________ ______________________________

Name Name

_____________________________ ______________________________

Title Title

_____________________________ ______________________________

Mailing Address Mailing Address

_____________________________ ______________________________

City State Zip Code City State Zip Code

_____________________________ ______________________________

Phone Number Phone Number

_____________________________ ______________________________

Fax Number Fax Number

_____________________________ ______________________________

E-mail Address E-mail Address

Check as appropriate: Check as appropriate:

__ Viewing & Offering Authority __ Viewing & Offering Authority

__ Viewing & Confirming Authority __ Viewing & Confirming Authority

__ Viewing, Offering, & Confirming Authority

Exhibit 10.3

This Joint Ownership Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Joint Ownership Agreement were made to, and solely for the benefit of, the other party to this Joint Ownership Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits, or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

TVA Contract No. 00069956

JOINT OWNERSHIP AGREEMENT

Dated as of April 30, 2008

between

SEVEN STATES POWER CORPORATION

and

TENNESSEE VALLEY AUTHORITY

Southaven Power Plant

An 810 MWe (nominal) Gas-Fired Combined Cycle Electric Generating Facility

Located in DeSoto County, Mississippi

JOINT OWNERSHIP AGREEMENT

This JOINT OWNERSHIP AGREEMENT, dated as of April 30, 2008 (Agreement), is entered into by and between SEVEN STATES POWER CORPORATION (Seven States), a not-for-profit mutual benefit corporation created and existing under the Laws of the State of Tennessee, and TENNESSEE VALLEY AUTHORITY (TVA), a corporate agency and instrumentality of the United States Government created and existing under and by virtue of the Tennessee Valley Authority Act of 1933, as amended , 16 U.S.C. §§ 831-831ee (2000 & Supp. V 2005).

W I T N E S S E T H :

WHEREAS, TVA generates and transmits electric power and energy to Distributors, who resell that power and energy to consumers in portions of seven states in and around the Tennessee River Valley watershed; and

WHEREAS, through the Tennessee Valley Public Power Association (TVPPA), substantially all of the Distributors formed Seven States for various purposes, among which is obtaining ownership interests in generating facilities jointly with TVA; and

WHEREAS, under the TVA Strategic Plan, TVA is seeking to provide the opportunity for Distributors to participate in shared generation ownership, as long as (i) Long-Term Arrangements for such shared ownership do not have a negative impact on average cost of service and (ii) Distributor ownership under such Long-Term Arrangements correspondingly reduces TVA’s total financial obligations; and

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WHEREAS, Seven States and TVA desire to develop mutually acceptable contractual arrangements to permit TVA and the Distributors who are members of Seven States to jointly own generating facilities with TVA; and

WHEREAS, TVA is in the process of acquiring Southaven Power Plant, an 810 MWe (nominal) gas-fired combined cycle electric generating facility located in DeSoto County, Mississippi and associated real property and rights (Generating Facility); and

WHEREAS, TVA has negotiated arrangements with the Generating Facility’s seller, Southaven Power, LLC (Seller), a special purpose subsidiary of Cogentrix Energy, Inc., under which TVA may take title to the Generating Facility and related real property, personal property, and other rights (collectively the Purchased Assets), subject to an option by Seven States to acquire an undivided, joint interest therein, pursuant to an Amended and Restated Asset Purchase Agreement, dated as of March 31, 2008, by and between Seller and TVA (the Purchase Agreement); and

WHEREAS, the Parties desire to enter into this Agreement to facilitate the acquisition and initial financing of the Purchased Assets while Long-Term arrangements for the joint ownership, operation, and maintenance of the Purchased Assets are being developed; and

WHEREAS, the Parties also desire to provide for the related Lease Agreement attached hereto as Exhibit A (Lease), to be executed and delivered in conjunction with an exercise by Seven States of the option provided for under of Section 3, below; and

WHEREAS, the Parties are attempting to reach agreement as soon as possible on Long-Term Arrangements that would replace and supersede this Agreement and the related Lease and that would produce mutual benefits for Seven States and the TVA power system; and

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WHEREAS, it is recognized that the mutual benefit of Distributor ownership correspondingly reducing TVA’s total financial obligations will not be achieved by this Agreement and the related Lease but that it is a critical element that will be of the essence of any Long-Term Arrangements; and

WHEREAS, it is further recognized that if Seven States exercises the option provided for under Section 3, below, but thereafter agreement on such Long-Term Arrangements is not reached, TVA will under the circumstances and terms set forth in this Agreement and in the Lease, reacquire any Elected Percentage;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions . Capitalized terms used in this Agreement, including the foregoing recitals, and not otherwise defined herein shall have the respective meanings set forth in this Section.

“Accumulated Amortization Costs” means an amount equal to the sum of all Monthly Amortization Costs paid to date by TVA under the Lease.

“Agreement” means this Joint Ownership Agreement.

“Assignment Agreements” means contracts between TVA and Seller under which Seller agrees to assign to TVA, and TVA agrees to assume, certain contracts relating to ownership of the Purchased Assets (including interconnection agreements, warranties, and service contracts) and under which TVA has contractual rights to exercise certain option rights on behalf of Seven States or assign interests therein to Seven States, as described in Section 3(b), below.

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“Borrowing Cost Rate” means the amount calculated monthly by the following formula:

BCR=12*MBC/(EP*(PP+TCCRC+TCCM)-AAC)

where BCR means Borrowing Cost Rate

MBC means Monthly Borrowing Costs,

EP means Elected Percentage,

PP means Purchase Price

TCCRC means total costs to date of Capitalized Replacement Components,

TCCM means total costs to date of Capitalized Modifications, and

AAC means Accumulated Amortization Costs.

“Business Day” means any day except: Saturday, Sunday, a weekday that TVA observes as a Federal holiday, or a weekday on which banking institutions in New York City are authorized or required by Law to be closed. Federal holidays that TVA observes include New Year's Day, Martin Luther King’s Birthday, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving Day, and Christmas Day. If a payment or notice obligation otherwise falls due on other than a Business Day, it shall be due on the next Business Day thereafter.

“Buy-Back Closing” means TVA’s and Seven States’ closing on the repurchase by TVA of all of Seven States’ right, title, and interest in and to the Purchased Assets pursuant to Section 5(e) below.

“Buy-Back Option” means the options described in Section 5 below to cause the repurchase by TVA of all of Seven States’ right, title, and interest in and to the Purchased Assets.

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“Buy-Back Period” means that period of time that begins on the date of this Agreement and that ends twenty-four (24) calendar months from the date of this Agreement. If this Agreement terminates under Section 2, below, before twenty-four (24) months from the date of this Agreement, however, the Buy-Back Period shall terminate upon termination of this Agreement.

“Buy-Back Price” means an amount equal to (i) the Seven States Purchase Price; plus (ii) all amounts paid by Seven States to TVA for Capitalized Replacement Components and Capitalized Modifications under Sections 7.2 and 8.4 of the Lease; plus (iii) any and all amounts due and unpaid from TVA to Seven States under the Lease Agreement on the date of Buy-Back Closing; minus (iv) Accumulated Amortization Costs. Except to the extent anticipated profit or transaction costs may be covered by the amounts provided for under (iii) above, the Buy-Back Price shall not include any anticipated profit or transaction costs, including legal, accounting, mortgage and investment banking, corporate advisory, consulting, and other fees and costs associated with the initial development, organization, governance, and operation of Seven States. Furthermore, the Parties acknowledge and agree that the Buy-Back Price is calculated as stated above in this definition without regard to the market value or operating condition of the Purchased Assets at the time of the Buy-Back Closing.

“Capitalized Modification” means any Modification (either a Required Modification or an Optional Modification) that costs one hundred thousand dollars

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($100,000) or more, the cost responsibility for which shall be borne by TVA and Seven States in proportion to their percentage ownership interests in the Purchased Assets, as specified in Section 8.4 of the Lease.

“Capitalized Replacement Components” means any Replacement Components that TVA installs on the Leased Premises through a project that costs one hundred thousand dollars ($100,000) or more, the cost responsibility for which shall be borne by TVA and Seven States in proportion to their percentage ownership interests in the Purchased Assets, as specified in Section 7.2(b) of the Lease.

“Commercially Reasonable” means such efforts, actions, or terms as a reasonably prudent business would undertake or agree to for the protection of its own interests under the relevant conditions, including the amount of notice needed, the competitive environment, and the risk to the Parties.

“Confidential Information” has the meaning specified in Section 22 (Confidentiality), below.

“Designated Entity” means one of the following entities, as designated by Seven States pursuant to Section 3(b) (Seven States Obtaining an Ownership Interest):

(i) Seven States, or

(ii) another entity that is either:

(A) wholly owned or wholly controlled by Seven States, or

(B) wholly owned or wholly controlled by: (1) members of Seven States, or (2) a combination of Seven States and members of Seven States, or (3) a combination of members of Seven States and an entity wholly owned or wholly controlled by Seven States;

provided, however , that any such entity under this part (ii) shall be subject to approval by TVA and shall agree to an assignment to such entity of all of the rights and obligations of Seven States under this Agreement.

“Distributor” means a wholesale power customer of TVA (either a cooperative or a municipality) that resells TVA power to the Distributor’s retail customers.

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“Documentation” means any and all books, records, documents, drawings, reports, data, designs, policies, procedures, and safety, operations, instruction, and maintenance manuals exclusively or materially relating to the Purchased Assets, including any (i) environmental logs, data sheets, studies, reports, and records, including correspondence received by or sent to Governmental Authorities, hazardous waste disposal records, and chemical inventories; (ii) permit records and files, and emergency, accident, incident, safety, and inspection reports and records that are not covered by the attorney-client privilege; (iii) operating, maintenance, and repair logs, data sheets, reports, and records; (iv) vendor lists and vendor purchase orders and records; (v) engineering design and construction drawings and plans, including as-built drawings; (vi) blueprints; (vii) specifications; (viii) records, plans, deeds, reports, and drawings relating to the real property comprising the Purchased Assets’ site; (ix) drawings in AutoCAD or similar programs, OEM manuals, and the rights to use and duplicate the foregoing.

“Elected Percentage” has the meaning specified in Section 3(b) (Seven States Obtaining an Ownership Interest), below.

“Exhibit A” refers to the draft Lease attached to this Agreement.

“Good Utility Practice” means any of the practices, methods, and acts engaged in or approved, as the same may change from time to time, by a significant portion of the electric utility industry during the relevant time period, or practices, methods, and acts that, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Good Utility Practice is not intended to be limited to any particular set of optimum practices, methods, or acts to the exclusion of all

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others, but rather is intended to encompass a broad spectrum of acceptable practices, methods, and acts.

“Governmental Authority” means any Federal, state, local, foreign, or other governmental subdivision, regulatory or administrative agency, commission, body, court, tribunal, or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, taxing, or other authority or power over the particular matters specified in the relevant section of this Agreement.

“Law” means all statutes, rules, regulations, ordinances, codes, treaties, orders, judgments, decrees, and similar action of any Governmental Authority, including the applicable common law and environmental laws.

“Lease” means the separate Lease Agreement, substantially in the form of Exhibit A attached hereto, to be executed and delivered at a Seven States Closing in conjunction with an exercise by Seven States of the option provided for under Section 3, below, under which TVA would lease back Seven States’ ownership interest in the Purchased Assets so that TVA may, among other things, provide fuel for, operate, maintain, dispatch, and sell the output of the Purchased Assets. For purposes of applying the provisions of this Agreement after the separate Lease Agreement has been executed, “Lease” shall be deemed to refer to said agreement as executed and as it may be supplemented or amended by the further written agreement of the Parties.

“Lender” means one or more financial institutions or investment bankers that provide credit facilities to Seven States to finance the acquisition of its ownership interest in the Purchased Assets.

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“Long-Term Arrangements” means joint ownership arrangements between Seven States and TVA for the Purchased Assets in connection with the long-term arrangements for Seven States’ ownership of generating facilities, addressing issues including joint ownership, operation, maintenance, fueling, power generation, dispatch, power sales, and rate impacts of the Purchased Assets.

“Modification” means a modification, alteration, betterment, addition, enlargement, or improvement to the Purchased Assets that represents a change to the original specifications, installation, design, equipment, equipment capacity, or control schemes as delineated by plant drawings, prints, and original equipment design specifications, including any Required Modifications, Optional Modifications, and Capitalized Modifications.

“Monthly Amortization Costs” means an amount equal to the product of the Elected Percentage multiplied by the sum of the Purchase Price plus the total costs to date of Capitalized Replacement Components plus the total costs to date of Capitalized Modifications, which sum is then divided by three hundred (300), which may be expressed by the following formula:

MAC=EP*(PP+TCCRC+TCCM)/300

where MAC means Monthly Amortization Costs,

EP means Elected Percentage,

PP means Purchase Price,

TCCRC means total costs to date of Capitalized Replacement Components, and

TCCM means total costs to date of Capitalized Modifications.

“Monthly Borrowing Costs” means an amount equal to the most recent available month’s actual monthly interest costs and fees charged by Lenders to Seven States for Seven States’ loans

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and credit facilities associated with the Purchased Assets, including any Capitalized Modifications and Capitalized Replacement Components.

“Optional Modification” has the meaning specified in Section 8.2 of the Lease.

“Party” means Seven States or TVA, and “Parties” means, collectively, TVA and Seven States.

“Person” means any natural person, corporation, cooperative, partnership, limited liability company, joint venture, joint-stock company, firm, association, trust, unincorporated organization, government or political subdivision thereof, governmental agency, or any other entity, whether acting in an individual, fiduciary, or other capacity.

“Purchase Agreement” means the March 31, 2008, Amended and Restated Asset Purchase Agreement between TVA and Seller as described in Section 3 (Seven States Obtaining an Ownership Interest), below, which includes rights for Seven States to obtain a joint ownership interest in the Purchased Assets pursuant to Section 12.5 of the Purchase Agreement.

“Purchase Price” means the total amount paid by TVA to Seller under Sections 3.2, 3.3, 3.4, 3.5, and 6.25 of the Purchase Agreement, which total amount consists of the sum of: (i) the four hundred and sixty-one million and three hundred thousand dollars ($461,300,000.00) base purchase price under Section 3.2 of the Purchase Agreement, plus (ii) the five million dollars ($5,000,000.00) O&M termination agreement reimbursement under Section 6.25 of the Purchase Agreement, plus (iii) the net effect of all adjustments, if any, (both at closing and post closing) under Sections 3.3 and 3.5 of the Purchase Agreement, plus (iv) the net effect of all prorations, if any, under Section 3.4 of the Purchase Agreement.

“Purchased Assets” has the meaning specified in the Purchase Agreement.

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“Replacement Component” has the meaning specified in Section 7.2(a) of the Lease.“Required Modification” has the meaning specified in Section 8.1 of the Lease.“Seller” means Southaven Power, LLC, a special purpose subsidiary of Cogentrix Energy, Inc.

“Seven States” means Seven States Power Corporation, as described in the first paragraph of this Agreement. It is recognized that pursuant to Section 3, below, Seven States is permitted to designate a Designated Entity to take title to the Leased Premises. In such event, the references to Seven States in this Agreement shall be deemed to refer to the Designated Entity as required by the context.

“Seven States Closing” means the closing provided for in Section 3(b) below, at which a Designated Entity would obtain title to an Elected Percentage of the Purchased Assets.

“Seven States Option Exercise Period” means the one (1) -year period specified in Section 3(b), below, during which Seven States may exercise the option for a Designated Entity to obtain title to an Elected Percentage.

“Seven States Purchase Price” means an amount equal to the product of the Elected Percentage multiplied by the Purchase Price.

“TVA” means the Tennessee Valley Authority, as described in the first paragraph of this Agreement.

“TVA Act” means the Tennessee Valley Authority Act of 1933, as amended , 16 U.S.C. §§ 831-831ee (2000 & Supp. V 2005).

“TVPPA” means the Tennessee Valley Public Power Association.

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2. Term of Agreement . This Agreement shall become effective as of April 30, 2008 (Effective Date). Unless terminated earlier by an agreement on Long-Term Arrangements, this Agreement shall continue in effect until the earlier of:

(a) the end of the Seven States Option Exercise Period if Seven States has not exercised the option provided for in Section 3 by such date;

(b) the date as of which a Seven States Closing is scheduled to occur under this Agreement if said closing does not occur by such date;

(c) the exercise of, and the consummation of, any Buy-Back Option under Sections 5(a), 5(b), or 5(d) below prior to the end of the Buy-Back Period, or

(d) the consummation of the Buy-Back Option under Section 5(c) below, at the end of the Buy-Back Period.

It is expressly recognized that if the Lease becomes effective due to a Seven States Closing, it shall not terminate prior to the termination of this Agreement under (c) or (d) above.

3. Seven States Obtaining an Ownership Interest . (a) It is recognized that TVA’s binding and definitive agreement with Seller to purchase the Purchased Assets includes the following:

(i) a Purchase Agreement, under which TVA is entitled to purchase the Purchased Assets and under which TVA has contractual rights to exercise certain option rights on behalf of Seven States, as described in Section 3(b), below; and

(ii) Assignment Agreements.

3(b) It is recognized that, at Seven States’ direction, TVA has informed Seller that TVA elected under the Purchase Agreement and under the Assignment Agreements for Seller to grant to TVA and to Seven States the necessary rights and obligations so that, upon TVA’s

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and Seller’s closing of the acquisition of the Purchased Assets, TVA owns a one hundred percent (100%) ownership share in the Purchased Assets, and Seven States holds an option to require TVA to convey to the Designated Entity an undivided ownership share of at least fifty percent (50%) but no more than ninety percent (90%) (the Elected Percentage). Seven States’ exercise of such option shall be effected by a notice to TVA specifying the Elected Percentage and designating the Designated Entity in accordance with Section 19 (Notice and Communication) at any time up to but no more than one (1) year after closing of the transfer of ownership interests in the Purchased Assets by the Seller to TVA. If Seven States exercises such option:

(i) the Lease shall be executed and delivered at the time of or before the Seven States Closing, and

(ii) the Parties shall conduct a Seven States Closing at which:

(A) Seven States shall pay to TVA via wire transfer consistent with Exhibit B a sum equal to the Elected Percentage of the Purchase Price; and

(B) TVA shall convey rights, title, and interest (including, to the fullest extent legally permissible, transfer, assignment, or other conveyance of any and all relevant contracts, warranties, permits, licenses, and other approvals of Governmental Authorities) to the Elected Percentage of the Purchased Assets to the Designated Entity. The ownership interests of the Parties shall be joint and undivided, and shall not be subject to partition.

3(c) Further, it is recognized that TVA, Seven States and the Lenders have been discussing methods to secure Seven States' obligations upon the exercise of any Buy Back Option to convey to TVA full title to the Purchased Assets, including any Modifications and Replacement Components, and to repay the Lenders in full all amounts owing under Seven

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States’ loans and credit facilities for the Purchased Assets, including any Capitalized Modification and Capitalized Replacement Component, and that they will continue such discussions regarding appropriate ways to so secure such obligations. Accordingly, to the extent that TVA, Seven States and the Lenders reach agreement in such discussions, any real estate mortgages, other security instruments and agreements to be provided at the Seven States Closing in connection with securing such obligations shall be provided for by a written agreement supplementing and amending this Agreement.

3(d) It is expressly recognized that at the Seven States Closing or thereafter, this Agreement and the related Lease may be replaced by Long-Term Arrangements that have been agreed to by the Parties and that the Parties are endeavoring to put such Long-Term Arrangements in place as soon as possible; provided, however, that nothing in this Agreement shall be construed to obligate either Party to enter into such Long-Term Arrangements.

4. Inspection and Audit Rights . The Parties recognize that under the Purchase Agreement Seven States and its officers, employees, legal counsel, accountants, financial advisors, consultants, and any agents and representatives of current or prospective lenders and underwriters, subject to the confidentiality requirements of Section 22 (Confidentiality), below, have reasonable access during normal business hours, upon reasonable notice, and to the maximum extent provided by Law (including antitrust Laws), to the Purchased Assets’ and Seller’s relevant books, records, and other material information reasonably related to the Purchased Assets and their operations (including financial and operational records) to the same extent that TVA has such access. Further, TVA agrees that during the Seven States Option Exercise Period, Seven States and its officers, employees, legal counsel, accountants, financial advisors, consultants, and any agents and representatives of current or prospective Lenders and

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underwriters, subject to the confidentiality requirements of Section 22 (Confidentiality), below, shall have reasonable access during normal business hours, upon reasonable notice, and to the maximum extent provided by Law (including antitrust Laws), to TVA’s relevant books, records, and other material information reasonably related to the Purchased Assets and their operations (including financial and operational records).

5. Buy-Back . (a) At any time during the Buy-Back Period, Seven States may exercise a Buy-Back Option, for any reason, by written notice to TVA’s notice recipient who is designated pursuant to Section 19 (Notice and Communication), below.

5(b) At any time during the Buy-Back Period, TVA may exercise a Buy-Back Option, by written notice to Seven States’ notice recipient who is designated pursuant to Section 19 (Notice and Communication), below, if one or more of the following events has occurred:

(i) Seven States’ Borrowing Cost Rate exceeds five percent (5%); or

(ii) If TVA determines, in its sole discretion, that changes in long-term debt markets are expected to negatively impact the economics of this Agreement or the Lease for the TVA system such that, in TVA’s sole judgment, the arrangements provided for in this Agreement or the Lease are no longer economically viable for TVA; or

(iii) An event giving rise under the Lease to a TVA right to exercise a Buy-Back Option; or

(iv) Seven States either: (A) becomes bankrupt or insolvent (however evidenced), becomes subject to receivership, or otherwise makes an assignment or any general arrangements for the benefit of creditors; or (B) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or case under any

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bankruptcy or similar Laws for the protection of creditors, or such a petition is filed against it; or (C) is unable to pay its debts as they fall due; or

(v) Seven States incurs any debt in excess of $100,000 in addition to:

(A) any non-delinquent property taxes; and

(B) its obligations to Lenders for loans extended by Lenders for Seven States’ Elected Percentage of:

(I) the Purchase Price, and

(II) Capitalized Replacement Components, and

(III) Capitalized Modifications.

5(c) If a Buy-Back Option has not been exercised under Sections 5(a) or 5(b) above by the end of the Buy-Back Period, a notice under Section 5(a) above shall automatically be deemed to have been given by Seven States on the last day of the Buy-Back Period.

5(d) Each Lender is intended as a third-party beneficiary of the provisions of this Section 5. Accordingly, at any time during the Buy-Back Period, in accordance with rights and procedures set forth in Seven States’ loans and credit facilities for the Purchased Assets, the Lenders may exercise a Buy-Back Option, for any reason set forth in Sections 5(a) or 5(b), above, by written notice to TVA’s notice recipient and the Seven States notice recipient designated pursuant to Section 19 (Notice and Communication) which notice shall reference the provision of the Seven States’ loans and credit facilities giving rise to the Lenders’ right to exercise the Buy-Back Option. Further, it is expressly recognized and agreed that:

(i) Seven States may assign to Lenders its rights to receive payments under a Buy-Back Option or under the Lease or both; and

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(ii) Each Lender shall have the right to enforce the provisions of this Section 5 by instituting all necessary actions at law or suits in equity, including suits for specific performance.

5(e) Within a reasonable time, but not to exceed thirty (30) days after a Buy-Back Option is exercised under 5(a), 5(b), or 5(d) above, or is deemed to have been exercised under 5(c) above, Seven States shall sell and TVA shall buy all of Seven States’ rights, title, and interest (including transfer, assignment, or other conveyance of any and all relevant contracts, warranties, permits, licenses, and other approvals of Governmental Authorities) in the Purchased Assets at the Buy-Back Price. Seven States shall deliver the appropriate instruments and other documents to effect such transfer, assignment, or other conveyance to TVA upon TVA’s payment of the Buy-Back Price.

6. Acknowledgement of Obligations . TVA acknowledges that Seven States will, on the date of the Seven States Closing, assign to Lenders Seven States’ rights to receive payments under the Lease and under the Buy-Back Option, and that Seven States will grant Lenders the authority to exercise the Buy Back Option. TVA hereby acknowledges that once Seven States effects such assignments, if TVA exercises a Buy-Back Option, TVA will pay the Buy-Back Price (in accordance with the terms of this Agreement and in accordance with the terms of such assignment) on Seven States’ behalf to the Lenders on the date of the Buy-Back Closing upon TVA’s receipt of the appropriate instruments and other documents that effect the transfer, assignment, or other conveyance to TVA of all of Seven States’ or its successor-in-interest’s right, title, and interest in the Purchased Assets.

7. Additional Approvals . TVA and Seven States shall obtain all required corporate, member, and Governmental Authority approvals necessary or appropriate for each of them to

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acquire their respective ownership interests in the Purchased Assets and to perform other necessary or appropriate actions under this Agreement.

8. No Waiver of Default . Any waiver at any time by either Party hereto of its rights with respect to any default of the other Party or with respect to any other matter arising in connection with this Agreement shall not be considered a waiver with respect to any subsequent or continuing default or matter.

9. No Cross-Default . Except as expressly provided herein, a default by either Party under this Agreement shall not constitute a default by that same Party under any other agreement, nor shall a default by either Party under any other agreement constitute a default by that same Party under this Agreement.

10. Survival of Obligations . Termination of this Agreement shall not relieve the Parties of obligations that by their nature should survive such termination, including payment, warranty, remedy, indemnity, and confidentiality obligations.

11. Billing and Payment . If either Party exercises a Buy-Back Option, Seven States shall submit in electronic form an invoice to TVA for the Buy-Back Price. For accounting reference purposes, the invoice shall be numbered and dated and shall include (a) the TVA contract number assigned under Section 12 (Contract Number), below, and (b) reasonably sufficient detail or supporting documentation to permit TVA to verify the appropriateness or accuracy of the amount owed. Any invoices submitted hereunder shall further include the following certification signed by a corporate officer of Seven States:

“Seven States certifies that, to the best of its knowledge and belief, all information contained in this invoice is true and correct, that all charges and expenditures reported herein were made and incurred in accordance with the provisions of this Agreement and have been actually incurred by Seven States, and that payment therefor has not been received from TVA or otherwise paid or reimbursed to Seven States by any other party.”

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TVA shall pay Seven States at the Buy Back Closing as instructed in connection with the closing. TVA shall include the above-described contract number with such payment for accounting reference purposes.

12. Contract Number . TVA has assigned to this Agreement the contract number shown on the cover page of this Agreement, above, for both Parties to use as a reference in the invoicing and payment processes.

13. Payment Dispute . TVA may dispute in good faith the payment of all or any portion of the Buy-Back Price if TVA has a reasonable basis to demonstrate that such amount is inappropriate or questionable. In that case, TVA shall promptly advise Seven States in writing of the reasons for disputing all or a portion of the invoiced amount. Upon receipt of TVA’s written statement of reasons, the dispute resolution provisions of Section 18 (Dispute Resolution), below, shall apply.

14. No Offset . Neither Party shall offset any amount owed to the other Party under this Agreement against any amount owed by the other Party under any other agreement.

15. Limitation of Warranties and Limitation of Liability . When title to all or a portion of the Purchased Assets is transferred by one Party to the other Party pursuant to Section 3(b) (Seven States Obtaining an Ownership Interest) or Section 5 (Exercise of Buy-Back Option), above, no additional warranty rights in addition to those under the Purchase Agreement accrue under this Agreement. The transferor expressly disclaims any other warranties, including implied warranties of merchantability or fitness for any particular use or purpose.

16. Force Majeure . Any delays in or failure of performance (except for the obligation to pay money) by a Party or its contractors shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences beyond the reasonable

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control of that Party or its contractors, and that Party shall not be liable for any loss or damage due to or arising out of any such delays or failure of performance. Such occurrences include acts of God or the public enemy, fires, epidemics, quarantines, strikes, freight embargoes or delays in transportation, unforeseeable severe weather or floods, or regulations, orders, or other acts or failures to act of Governmental Authorities, or any causes, whether or not of the same class or kind of those specifically above named, that are not within the control of that Party or its contractors.

17. Audit Rights and Retention of Records . Seven States shall keep accurate records and books of accounts in machine-readable form supporting the items and costs billed under this Agreement. Upon TVA’s written request, Seven States shall provide reasonable access at any time during normal working hours, without restrictions and at no additional cost, to its records as necessary to permit TVA to verify the accuracy or appropriateness of the invoice. TVA shall keep the information examined confidential in accordance with Section 22 (Confidentiality), below. If a billing dispute is submitted to dispute resolution as set out in Section 18 (Dispute Resolution), below, Seven States agrees to provide the pertinent records or information to counsel and independent experts of TVA and those attempting to resolve the dispute, provided that such third parties agree to keep such records or information confidential. Nothing in this Section 17 shall be construed as in any way impairing the ability, pursuant to statutory authority, of the Office of the Inspector General of TVA or of any other Federal agency having auditing jurisdiction over TVA, to examine the records of Seven States to the extent relating to any amount billed to TVA by Seven States. Any payments by TVA to Seven States that are not in accordance with this Agreement’s terms or are not supported by valid evidence shall be refunded to TVA. Seven States shall preserve and make available its records, both manual and those that

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are in machine-readable form, for a period of three (3) years from the date of final payment by TVA.

18. Dispute Resolution . If a dispute arises out of or relates to this Agreement, the Parties agree to use their best efforts to resolve such a dispute informally at the lowest possible levels of decision-making. If such a dispute is not resolved at the working level, it shall be referred to higher levels of management of both Parties for consideration, as necessary. If the dispute cannot be so settled within sixty (60) days, the Parties will consider the development and use of consensual alternative dispute resolution processes (ADR), such as facilitation and mediation, to try in good faith to settle the dispute before resorting to litigation. It is expressly recognized and agreed, however, that (a) nothing in this Section 18 shall be construed to require the use or completion of ADR prior to resorting to litigation or to otherwise limit the Parties from resorting to litigation and (b) this Section 18 is not a “Disputes” clause within the meaning of the Contract Disputes Act of 1978, 41 U.S.C. §§ 601-613 (CDA), and that this Agreement is not subject to the provisions of the CDA.

19. Notice and Communications . Unless any section of this Agreement specifically requires otherwise, any notice, claim, demand, or communication required or appropriate to be given in connection with this Agreement or to be served, given, or made in connection with it, shall be made by facsimile (fax) transmission, followed by written confirmation sent by U.S. Postal Service certified mail, return receipt requested, to the following numbers and addresses:

For TVA:

Tennessee Valley Authority

Attn: Executive Vice President, Customer Resources

One Century Place, 26 Century Blvd., OCP 1F-NST

Nashville, TN 37229

Phone: 615-232-6011

Fax: 615-232-6014

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With copy to: Tennessee Valley Authority

Attn: Office of General Counsel

400 West Summit Hill Drive, WT 6A-K

Knoxville, TN 37902

Phone: 865-632-4131

Fax: 865-632-3307

For Seven States: Seven States Power Corporation

Attn: President and CEO

1206 Broad Street

Chattanooga, TN 37402

Phone: 423-756-6511

Fax: 423-267-9424

With copy to: Carlos Smith

Miller & Martin, PLLC

832 Georgia Avenue

Chattanooga, TN 37402

Phone: 423-785-8359

Fax: 423-321-1659

The Parties may change their designated notice recipient, address, and fax numbers by fax and certified mail to the other Party’s representative designated pursuant to this Section 19.

20. Assignment . Except as expressly provided for in Section 5(d) above with respect to Seven States’ assignments to Lenders, neither TVA nor Seven States shall sell, assign, or otherwise alienate either:

(a) its interests under this Agreement or the Lease, or

(b) its ownership interest in the Purchased Assets

to any other entity without the prior written approval of the other Party.

21. Subject to Applicable Laws . This Agreement is made subject to present and future applicable Laws. Performance under this Agreement is conditioned upon securing and retaining necessary local, state, and Federal approvals, grants, or permits. Each Party shall use its Commercially Reasonable best efforts to secure and retain all such approvals, grants, and permits within such time as shall permit it to perform all of its obligations under this Agreement.

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22. Confidentiality . A Party shall not disclose to a third party any information designated as proprietary or confidential that it receives from the other Party (“Confidential Information”) under the provisions of this Agreement except to comply with any applicable Law; provided , however , that each Party shall notify the other Party of any proceeding of which it is aware that may result in disclosure of Confidential Information and use reasonable efforts to prevent or limit the disclosure consistent with its obligations with respect to such required disclosure. The disclosing Party shall be entitled to an injunction, specific performance, or other equitable relief to prevent the violation of the promises and covenants of this Section 22. Under 18 U.S.C. § 1905, officers and employees of TVA are subject to criminal liability in the event Confidential Information is disclosed unless such disclosure is authorized by Law. Accordingly, Seven States agrees that, in addition to the equitable relief identified in the immediately preceding sentence, Seven States (to the extent it is a disclosing Party) shall only be entitled to recover from TVA and its officers, agents, and employees those gains wrongfully acquired, directly or indirectly, from unauthorized disclosure of any Confidential Information covered under this Agreement. Notwithstanding any of the foregoing, a Party may disclose Confidential Information on a strictly need-to-know basis to that Party's officers, investors, consultants, lenders, prospective lenders, counsel, or accountants, or to prospective buyers of the Purchased Assets’ electrical output who have agreed to keep the terms confidential. The obligations contained in this Section 22 shall not apply to: (a) any Confidential Information that is now in or hereinafter enters the public domain without a breach of this Agreement; (b) any Confidential Information known to the receiving Party prior to the time of disclosure by the disclosing Party or independently developed by employees of the receiving Party without access to the Confidential Information; and (c) any Confidential Information disclosed in good faith to the

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receiving Party by a third person legally entitled to disclose the same. To the extent that the confidentiality provisions in the Purchase Agreement are more restrictive than under this Section 22, Seven States shall also comply with the confidentiality provisions in the Purchase Agreement.

23. No Indirect or Consequential Damages . Notwithstanding any other provision of this Agreement, neither Party shall be liable for, or bear any obligation with respect to, the other Party, its agents, its representatives, its affiliated and associated companies, or its assigns, for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind or character or any damages relating to or arising out of lost profits resulting from either Party’s performance or non-performance of an obligation imposed on it by this Agreement, regardless of the legal theory asserted by the other Party.

24. Inadequacy of Monetary Damages . The Parties acknowledge and agree that the transactions contemplated in this Agreement and the Lease are special, unique, and of extraordinary character and that, if either Party violates or fails and refuses to perform any covenant or agreement made by such Party in this Agreement or the Lease, then the non-defaulting Party may be without adequate remedy at law. The Parties expressly agree, therefore, that if a Party violates or fails and refuses to perform any covenant or agreement made by such Party in this Agreement or the Lease, the non-defaulting Party may, in addition to any remedies at law for damages or other relief, enforce specific performance of such covenant or agreement or seek any other equitable relief, subject to the non-defaulting Party’s performance of its obligations under this Agreement and the Lease and the other terms and conditions thereof.

25. Entire Agreement; Waiver of Compliance . This Agreement, the Lease, and related nondisclosure agreements supersede all prior written and oral agreements that may have

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been entered into between the Parties regarding the subject matter hereof and constitute the entire agreement between the Parties with respect to the relevant subject matter. To the extent permitted by applicable Law, any failure to comply with any obligation, covenant, agreement, or condition set forth herein, or any breach of any representation or warranty set forth herein, may be waived by the Party entitled to the benefit of such obligation, covenant, agreement, condition, representation, or warranty only by a written instrument signed by such Party that expressly waives such failure or breach, but any such waiver shall not operate as a waiver of, or estoppel with respect to, any prior or subsequent failure to comply therewith or breach thereof. The failure of a Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. A waiver by a Party of the performance of any obligation, covenant, agreement, condition, representation, or warranty of the other Party shall not invalidate this Agreement, nor shall such waiver be construed as a waiver of any other obligation, covenant, agreement, condition, representation, or warranty. A waiver by a Party of the time for performing any act shall not constitute a waiver of the time for performing any other act or the time for performing an identical act required to be performed at a later time.

26. Joint Preparation of Agreement . The language used in this Agreement is the language chosen by both of the Parties to express their mutual intent. The Parties do not intend that any rule of strict construction or interpretation shall be applied against either Party on the grounds that such Party drafted this Agreement nor do they intend that any such principle of interpretation shall be used to resolve any alleged ambiguity.

27. No Oral Amendments . No change, modification, or amendment of this Agreement shall be enforceable unless it is in writing and duly executed by both of the Parties. In addition,

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any change, modification, or amendment of the provisions of Section 5 above shall require the written consent of the Lenders.

28. Interpretation . In this Agreement, unless otherwise provided herein, the terms set forth in Section 1 have the meanings therein provided for. Any term defined in Section 1, above, by reference to another document, instrument, or agreement shall continue to have the meaning ascribed thereto whether or not such other document, instrument, or agreement is in effect. Words in the singular include the plural and vice versa. Words referring to one gender include any gender. A reference to any statute, regulation, proclamation, ordinance, or other law includes all statutes, regulations, proclamations, ordinances, and other laws varying, consolidating, or replacing the same from time to time, and a reference to a statute includes all regulations, policies, protocols, codes, proclamations, and ordinances issued or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute. A definition of or reference to any document, instrument, or agreement includes each amendment or supplement to, or restatement, replacement, substitution, successor, modification, or novation of, any such document, instrument, or agreement unless otherwise specified in such definition or in the context in which such reference is used, provided that such documents were not amended in breach of a covenant contained in any agreement to which TVA or Seven States is a party. A reference to a particular section, paragraph, or other part of a particular statute shall be deemed to be a reference to any other section, paragraph, or other part substituted therefor from time to time unless otherwise specified. A reference to any Person (as herein defined) includes such Person’s successors and permitted assigns. Any reference to “days” means calendar days unless “Business Days” are expressly specified. If the date as of which any right, option, or election is exercisable, or the date upon which any amount is due and payable, is stated

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to be on a day that is not a Business Day, such right, option, or election may be exercised, and such amount shall be deemed due and payable, on the next succeeding Business Day, with the same effect as if the same were exercised or made on such date or day, and no interest shall accrue or be payable with respect to such payment. Words such as “hereunder,” “hereto,” “hereof,” and “herein” and other words of similar import shall, unless the context requires otherwise, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph, or clause thereof. A reference to “including” means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned. Unless otherwise expressly stated, references in this Agreement to "Sections" and "Subsections" are to Sections and Subsections of this Agreement. Headings as found in this Agreement are used solely for convenience in locating particular provisions and do not constitute a part of this Agreement, nor should they be used to aid in any manner in the construction of the Agreement.

29. Choice of Law . This Agreement shall be interpreted in accordance with the Federal Law of the United States of America, unless there is no applicable Federal Law, in which case (i) the Law of the State of Tennessee shall apply to issues other than real property Law involving property located in the State of Mississippi and (ii) the Law of the State of Mississippi shall apply to real property Law issues involving property located in the State of Mississippi. In no event shall Federal or Tennessee or Mississippi choice of law provisions be applied so as to apply the substantive Laws of another jurisdiction. TVA and Seven States hereby waive any right to a jury trial.

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30. Choice of Forum . Any dispute under this Agreement that proceeds to court after unsuccessful attempts to resolve it under Section 18 (Dispute Resolution), above, shall be brought in the United States District Court for the Eastern District of Tennessee.

31. Appointment of TVA as Seven States’ Agent . By executing and delivering this Agreement, Seven States hereby appoints and authorizes TVA, and TVA hereby accepts appointment and authorization, to act as agent on behalf of Seven States in accordance with the terms of this Agreement. Except as expressly provided herein, this Agreement does not create a joint venture, partnership, or other special entity, status, or relationship among, or impose a trust or partnership duty or obligation on, TVA, Seven States, or one or more of the members of Seven States.

32. Severability . If any provision of this Agreement is unenforceable, the remaining provisions of this Agreement shall be unaffected thereby and shall continue in force and effect so that full effect is given the intent of the Parties, and the Parties shall negotiate in good faith to restore the economic balance of benefits of this Agreement if that balance is adversely affected by such a provision's unenforceability.

33. Counterparts . This Agreement may be executed in several counterparts, each of which shall be considered an original and all of which shall, when taken together, constitute but one and the same instrument.

34. Performance Standards . All actions under this Agreement shall be conducted in a prudent manner in accordance with Good Utility Practice.

35. Third-Party Beneficiaries . Except as specifically set forth in Section 5(d) above, nothing in this Agreement, express or implied, shall be construed to create rights in, or to grant remedies to, or delegate any duty, obligation, or undertaking established herein to any third party

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as a beneficiary to this Agreement, nor is anything in this Agreement intended to give any third party any rights of subrogation or action against a Party.

36. Equal Opportunity . (a) It is the policy of the Federal Government to provide equal employment opportunity, and in furtherance of that policy, it is the policy of TVA, as an agency of the Federal Government, to encourage equal employment opportunity in the various aspects of its programs, including the joint ownership of generating facilities. Accordingly, during the term of this Agreement:

36(b) Seven States shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Seven States shall take such affirmative action as is necessary to ensure that all applicants are considered for employment and that all employees are treated in all aspects of employment without regard to their race, color, religion, sex, or national origin.

36(c) Seven States shall, in all solicitations or advertisements for employees placed by or on behalf of Seven States, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

36(d) Seven States shall cooperate and participate with TVA in the development of training and apprenticeship programs that will provide opportunities for applicants and prospective applicants for employment with Seven States to become qualified for such employment, and such cooperation shall include access by authorized TVA representatives to Seven States’ books, records, and accounts pertaining to training, apprenticeship, recruitment, and employment practices and procedures.

37. Restriction of Benefits . No member of or delegate to Congress or Resident Commissioner, or any officer, employee, special Government employee, or agent of TVA shall

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be admitted to any share or part of this Agreement or to any benefit that may arise from it unless the Agreement be made with a corporation for its general benefit. Seven States shall not offer or give, directly or indirectly, to any officer, employee, special Government employee, or agent of TVA any gift, gratuity, favor, entertainment, loan, or any other thing of monetary value, except as provided in 5 C.F.R. Part 2635 (as amended, supplemented, or replaced). Any breach of this provision shall constitute a material breach of this Agreement.

38. Power and Authority . The Parties and the individuals and entities signing this Agreement on their behalf warrant that they have the necessary power and authority to execute this Agreement and thereby bind the respective Parties.

The Parties by their duly authorized representatives are signing this Agreement as of April 30, 2008.

SEVEN STATES POWER CORPORATION

By: /s/ Jack Simmons

Jack Simmons

Title: President and Chief Executive Officer

TENNESSEE VALLEY AUTHORITY

By: /s/ Tom Kilgore

Tom Kilgore

Title: President and Chief Executive Officer

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EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Tom D. Kilgore, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of the Tennessee Valley Authority;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2008	/s/ Tom D. Kilgore
	Tom D. Kilgore
	President and Chief Executive Officer

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Kimberly S. Greene, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of the Tennessee Valley Authority;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2008	/s/ Kimberly S. Greene
	Kimberly S. Greene
	Chief Financial Officer and Executive Vice President, Financial Services

EXHIBIT 32.1

CERTIFICATION FURNISHED PURSUANT TO

SECURITIES EXCHANGE ACT RULE 13a-14(b)

OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of the Tennessee Valley Authority (the “Company”) for the quarter ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tom D. Kilgore, President and Chief Executive Officer of the Company, certify, for the purposes of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Tom D. Kilgore

Tom D. Kilgore

President and Chief Executive Officer

December 15, 2008

EXHIBIT 32.2

CERTIFICATION FURNISHED PURSUANT TO

SECURITIES EXCHANGE ACT RULE 13a-14(b)

OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of the Tennessee Valley Authority (the “Company”) for the quarter ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Greene, Chief Financial Officer and Executive Vice President, Financial Services of the Company, certify, for the purposes of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kimberly S. Greene

Kimberly S. Greene

Chief Financial Officer and Executive

Vice President, Financial Services

December 15, 2008