SEC Division of Corporation Finance no-action letter: Tennessee Valley Authority

Tennessee Valley Authority, 400 West Summit Hill Drive. Knoxville,Tennessee 37902-1401 Maureen H. Dunn ExecutiveVce President and General Counsel DEC 0 8 2006 Carol McGee, Esq. Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tennessee Valley Authority Dear Ms. McGee:
The Tennessee Valley Authority ("TVA") is a wholly-owned corporate agency and instrumentality of the United States created by Congress. It exists and operates pursuant to the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. $5 831-831ee (2000 & Supp. IV 2004) (the "TVA Act"). In 2004, President Bush signed into law the Consolidated Appropriations Act, 2005, which added section 37 to the Securities Exchange Act of 1934 (the "Exchange Act"). Section 37 requires TVA to file such reports "as would be required pursuant to section 13 if [TVA] were an issuer of a security registered pursuant to section 12," but specifically exempts TVA from having to register its securities with the Securities and Exchange Commission (the "SEC"). As TVA will soon file its first Form 10-K pursuant to section 37, we request the Staff's concurrence with our view that section 37 and filing reports under section 37 will not cause any alteration of the existing treatment of TVA with regard to whether:
Securities issued or guaranteed by TVA are "exempted securities" under the Securities Act of 1933 (the "Securities Act") and may be sold without registration under the Securities Act. Securities issued or guaranteed by TVA are "exempted securities" and "government securities" under the Exchange Act. TVA is excluded from the definitions of "government securities broker" and "government securities dealer" under the Exchange Act.