TVA - Tennessee Valley Authority

05/13/2025 | Press release | Distributed by Public on 05/13/2025 14:21

Interest Payable May 15 and November 15 (Form 8-K)

Interest Payable May 15 and November 15

The ____% Global Power Bonds 2025 Series B Due May 15, 2035 (the "Bonds") of the Tennessee Valley Authority ("TVA") will not be subject to redemption prior to maturity. The Bonds will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
The Bonds will be issued, maintained, and transferred only on the book-entry system of the U.S. Federal Reserve Banks as described herein. Transactions in the Bonds will be cleared and settled in book-entry form by Euromarket participants through the facilities of Clearstream, Luxembourg (as defined herein) and Euroclear (as defined herein). See "Clearance and Settlement." The Bonds will not be exchangeable for definitive securities.
On or after November 15, 2025, the Bonds may be separated ("stripped") into separate Interest Components and the Principal Component (each as defined herein) and maintained as such on the book-entry records of the U.S. Federal Reserve Banks. The components of each stripped Bond are the future interest payments and the principal payment. See "Description of Bonds - Stripping" and "U.S. Tax Matters."
Application will be made to list the Bonds on the New York Stock Exchange (the "NYSE"). By making this application, TVA does not undertake any obligation to maintain the listing of the Bonds on the NYSE.
The Bonds and Strips (as defined herein) are considered to be obligations in registered form for U.S. federal income tax purposes. Beneficial owners of the Bonds or Strips that are not U.S. persons must provide applicable U.S. federal income tax certifications in order to receive payments on the Bonds or Strips free of U.S. federal withholding tax. See "U.S. Tax Matters." TVA will not pay additional interest or other amounts in respect of any withholding or other tax that may be imposed by any jurisdiction on payments on the Bonds or Strips as a result of a change in law or otherwise.
TVA is a corporate agency and instrumentality of the United States of America (the "United States" or "U.S."). Principal and interest will be payable solely from TVA's Net Power Proceeds (as defined herein).
Investment in the Bonds will involve a number of risks. See "Risk Factors" on page 11.
The Bonds will not be obligations of, nor will payment of the principal thereof or the interest thereon be guaranteed by, the United States of America. TVA is not required to register securities under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission ("SEC"). TVA files annual reports, quarterly reports, and current reports with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Price to Discount to Net Proceeds to
Public (1) Managers TVA (1)(2)
Per Bond..................................................... ___.__% __.__% __.__%
Total............................................................ U.S.$________ U.S.$_______ U.S.$________
(1)Plus accrued interest, if any, from May __, 2025, to date of delivery.
(2)Before deducting expenses payable by TVA estimated at approximately U.S.$1,000,000.

The Bonds offered by this Offering Circular are offered by the Managers (as defined herein) subject to prior sale, withdrawal, cancellation, or modification of the offer without notice, to delivery to and acceptance by the Managers, and to certain further conditions. It is expected that delivery of the Bonds, in book-entry form, will be made through the book-entry system of the U.S. Federal Reserve Banks on or about May __, 2025, against payment therefor in immediately available funds.
Joint Book-Running Managers
Morgan Stanley BofA Securities RBC Capital Markets TD Securities

The date of this Offering Circular is May __, 2025.



STABILIZATION

CERTAIN OF THE MANAGERS MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE BONDS. SPECIFICALLY, THE MANAGERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING, MAY BID FOR, AND PURCHASE, BONDS IN THE OPEN MARKET, AND MAY IMPOSE PENALTY BIDS. SUCH TRANSACTIONS MAY BE EFFECTED IN AN OVER-THE-COUNTER MARKET OR OTHERWISE AND MAY INCLUDE SHORT SALES AND PURCHASES TO COVER POSITIONS CREATED BY SHORT SALES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "SUBSCRIPTION AND SELLING."

ABOUT THIS OFFERING CIRCULAR

This Offering Circular provides you with a description of the Bonds that TVA is offering. This Offering Circular should be read in connection with any term sheet prepared by TVA summarizing the particular terms of the Bonds (each, a "Term Sheet") as well as the SEC Filings (as defined herein), each of which is incorporated herein by reference. This Offering Circular, any Term Sheet, and the SEC Filings are collectively referred to herein as the "Offering Documents." See "Where You Can Find More Information" for more information about the SEC Filings.

No dealer, salesperson, or any other person has been authorized by TVA to give any information or to make any representations on behalf of TVA other than those contained in the Offering Documents or any supplement to any of the Offering Documents prepared by TVA for use in connection with the offer made by this Offering Circular. If given or made, such information or representations must not be relied upon as having been authorized by TVA. Neither the delivery of any Offering Documents nor any sale of Bonds described herein shall under any circumstances create an implication that the information provided herein is correct at any time subsequent to its date, and TVA assumes no duty to update any Offering Document. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy the Bonds described herein in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This Offering Circular has been prepared by TVA solely for use in connection with the offering of the Bonds described herein and for purposes of listing the Bonds on the NYSE. TVA has taken reasonable care to ensure that the information contained in this Offering Circular is true and accurate in all material respects and that there are no material facts the omission of which would make misleading any statements herein in light of the circumstances under which such statements are made. TVA accepts responsibility accordingly.

In the Offering Documents, references to "U.S. dollars," "U.S.$," "dollars," and "$" are to United States dollars, and references to "£" are to British pounds sterling.

WHERE YOU CAN FIND MORE INFORMATION

TVA files annual, quarterly, and current reports with the SEC. TVA's SEC filings are available to the public over the Internet at the SEC's website at www.sec.gov and at TVA's website at www.tva.gov. Information contained on TVA's website shall not be deemed to be incorporated into, or to be a part of, this Offering Circular or the other Offering Documents except to the extent otherwise expressly incorporated herein or in the other Offering Documents.

TVA incorporates by reference into this Offering Circular certain information that TVA files with the SEC. This means that TVA discloses important information to you by referring you to another document. The information that TVA incorporates by reference is considered to be part of this Offering Circular, and information that TVA subsequently files with the SEC will automatically update and, where different, supersede the information in this Offering Circular and in TVA's prior SEC Filings. Nothing in this Offering Circular shall be deemed to incorporate information furnished to, but not filed with, the SEC, including information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit to any such Form 8-K.

TVA is incorporating by reference into this Offering Circular the following documents that TVA has filed with the SEC as well as any future filings that TVA makes with the SEC under Section 37 of the Exchange Act (collectively, the "SEC Filings"):
•TVA's annual report on Form 10-K for the fiscal year ended September 30, 2024 (the "Annual Report");
•TVA's quarterly reports on Form 10-Q for the fiscal quarters ended December 31, 2024 and March 31, 2025 (the "Quarterly Reports"); and

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•TVA's current reports on Form 8-K filed with the SEC on December 5, 2024, December 10, 2024, January 8, 2025, January 13, 2025, January 31, 2025, February 14, 2025, March 28, 2025, March 31, 2025, April 2, 2025, and April 8, 2025 (collectively, the "Current Reports").

You may request a copy of these filings at no cost by writing or calling TVA at the following address:

Tennessee Valley Authority
400 West Summit Hill Drive
Knoxville, TN 37902-1401
Attention: Treasury & Investor Relations
E-mail: investor@tva.com
Telephone:
1-888-882-4975 (toll-free in the U.S.)

OFFERING AND SELLING RESTRICTIONS

No action has been (or will be) taken in any jurisdiction by TVA or any of the Managers (other than the listing of the Bonds on the NYSE) that would permit a public offering of the Bonds, or possession or distribution of the Offering Circular, any Term Sheet, or any other Offering Documents or offering material in any country or jurisdiction where action for that purpose is required (other than states of the United States in connection with securities or Blue Sky laws of such states).

The distribution of this Offering Circular and the offering of the Bonds may, in certain jurisdictions, be restricted by law. Persons into whose possession this Offering Circular comes are required by TVA and the Managers to inform themselves of and observe all such restrictions.

For further information regarding restrictions on offering and selling Bonds, see "Subscription and Selling."

The Bonds described in this Offering Circular have not been registered with, recommended by, or approved by the SEC or any other domestic or foreign regulatory securities commission or authority. In addition, neither the SEC nor any other regulatory commission or authority has passed upon the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offense.

FORWARD-LOOKING STATEMENTS

The Offering Documents contain 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," "speculate," "aim," "aspiration," "goal," "seek," "strategy," "target," the negative of such words, or other similar expressions.

Although TVA believes that the assumptions underlying any 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 any forward-looking statements. These factors include, among other things:

•Significant additional costs for TVA to manage and operate its coal combustion residuals ("CCR") facilities;

•The cost of complying with known, anticipated, or new environmental requirements, some of which could render continued operation of many of TVA's aging coal-fired generation units not cost-effective or result in their removal from service, perhaps permanently;

•Federal legislation aimed specifically at curtailing TVA's activities, including legislation that may require the divestiture of TVA or the sale of certain of TVA's assets; restrict access to its U.S. Treasury account; eliminate its sole authority to set rates; restrict its authority to manage the Tennessee River system; lower the debt ceiling on bonds, notes, or other evidences of indebtedness (collectively, "Bonds") specified in the Tennessee Valley Authority Act of 1933, as amended ("TVA Act"); or limit its ability to pay its Chief Executive Officer or other employees competitive salaries;

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•New, existing, or amended laws, regulations, executive orders ("EOs"), or administrative orders or interpretations, including those related to climate change and other environmental matters, and the costs of complying with these laws, regulations, EOs, or administrative orders or interpretations;

•Loss of TVA's protected service territory if the Federal Energy Regulatory Commission ("FERC") were to limit the application of the anti-cherrypicking provision, or if Congress were to eliminate the anti-cherrypicking provision, without corresponding legislative modifications to the territorial limitations imposed by the fence;

•Additional federal reliability standards set forth by the North American Electric Reliability Corporation and approved by FERC and the costs of complying with these new standards;

•The failure of TVA's generation, transmission, navigation, flood control, and related assets and infrastructure, including CCR facilities, dams, and spent nuclear fuel storage facilities, to operate as anticipated, resulting in health, safety, or environmental problems, lost revenues, damages, or other costs that are not reflected in TVA's financial statements or projections, including due to aging, technological issues, or extreme weather conditions;

•Significant delays and additional costs, and/or inability to obtain necessary regulatory approvals, licenses, or permits, for major projects, including for assets that TVA needs to serve its existing and future load and to meet its carbon reduction aspirations;

•Risks associated with the operation of nuclear facilities or other generation and related facilities, including CCR facilities and dams;

•Events at a nuclear facility, whether or not operated by or licensed to TVA, which, among other things, could lead to increased regulation or restriction on the construction, ownership, operation, or decommissioning of nuclear facilities or on the storage of spent fuel, obligate TVA to pay retrospective insurance premiums, reduce the availability and affordability of insurance, increase the costs of operating TVA's existing nuclear units, or cause TVA to forego future construction at these or other facilities;

•The inaccuracy of certain assumptions about the future, including economic forecasts, anticipated energy and commodity prices, cost estimates, construction schedules, power demand forecasts, potential regulatory environments, and the appropriate generation mix to meet demand;

•Circumstances that cause TVA to change its determinations regarding the appropriate mix of generation assets;

•Inability to continue to operate certain assets, especially nuclear facilities, including due to the inability to obtain, or loss of, regulatory approval for the operation of assets;

•Physical attacks, threats, or other interference causing damage to TVA's facilities or interfering with TVA's operations;

•Other unforeseeable occurrences negatively impacting TVA assets or their supporting infrastructure;

•Events at TVA facilities, which, among other things, could result in loss of life, damage to the environment, damage to or loss of the facility, or damage to the property of others;

•Events that negatively impact TVA's reliability, including problems at other utilities or at TVA facilities or the increase in intermittent sources of power;

•Disruption of supplies of fuel, purchased power, or other critical items or services, which may result from, among other things, economic conditions, weather conditions, physical or cyber attacks, political developments, international trade restrictions or tariffs, legal actions, mine closures or reduced mine production, increases in fuel exports, environmental regulations affecting TVA's suppliers, transportation or delivery constraints, shortages of raw materials, supply chain difficulties, labor shortages, force majeure events, forced outages, intentional defaults, strikes, inflation, or similar events and which may, among other things, hinder TVA's ability to operate its assets, complete projects on time and on budget, and meet its contractual obligations to deliver power;

•Global conflicts, terrorist activities, or military actions by the U.S. government and its allies;

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•Cyber attacks on TVA's assets or the assets of third parties upon which TVA relies, which may become more frequent and sophisticated due to advances in artificial intelligence;

•The failure of TVA's information technology systems;

•Lower future demand for electricity than TVA currently expects or is financially planning for, which would lead to unexpected revenue constraints that could negatively impact TVA's ability to meet financial obligations, including those associated with financing of projects to meet the anticipated demand;

•The need for significant future contributions associated with TVA's pension plans, other post-retirement benefit plans, or health care plans;

•Limitations on TVA's ability to borrow money, which may result from, among other things, TVA's approaching or substantially reaching the debt ceiling or TVA's losing access to the debt markets, and which may impact TVA's ability to make planned capital investments;

•Downgrades of TVA's credit ratings or the United States' sovereign credit ratings which may negatively impact TVA and the owners of TVA securities;

•Changes in technology, which, among other things, may affect relationships with customers and require TVA to change how it conducts its operations;

•Loss of competitive edge due to TVA's governmental status affecting TVA's ability to keep up with technological changes;

•Changes in the market price of commodities such as purchased power, coal, uranium, natural gas, fuel oil, crude oil, construction materials, reagents, or emission allowances;

•A limitation on the market for TVA Bonds, which may be influenced by the fact that the payment of principal and interest on TVA securities is not guaranteed by the U.S. government;

•Failure to attract or retain an appropriately qualified workforce;

•Changes in the membership of the TVA Board of Directors ("TVA Board") or TVA senior management, which may impact how TVA operates;

•Inability to adapt to meet changing business conditions as a result of the recent loss of quorum of the TVA Board;

•Weather conditions, including changing weather patterns, extreme weather conditions, and other events such as flooding, droughts, wildfires, heat waves, and snow or ice storms that may result from climate change, which may hamper TVA's ability to supply power, cause customers' demand for power to exceed TVA's then-present power supply, pose health, safety, or environmental risks, or otherwise negatively impact TVA's operations or financial condition;

•Events affecting the supply or quality of water from the Tennessee River system or Cumberland River system, or elsewhere, which could interfere with TVA's ability to generate power;

•Catastrophic events, such as fires, earthquakes, explosions, solar events, electromagnetic pulses, geomagnetic disturbances, droughts, floods, hurricanes, tornadoes, polar vortexes, icing events, pipeline explosions, or other casualty events, wars, national emergencies, terrorist activities, pandemics, widespread public health crises, geopolitical events, or other similar destructive or disruptive events;

•Ineffectiveness of TVA's financial control system to control issues and instances of fraud or to prevent or detect errors;

•Inability to use regulatory accounting for certain costs;

•Inability of TVA to implement its business strategy successfully, including due to the increased use in the public of distributed energy resources or energy-efficiency programs;

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•Inability of TVA to achieve or maintain its cost reduction goals, including pursuant to its Enterprise Transformation Program, which may require TVA to increase rates and/or issue more debt than planned;

•Failure of TVA's organizational structure to adequately support TVA's anticipated business needs or enable it to meet the needs of its current or potential customers;

•Inability of TVA to adapt its business model to changes in the utility industry and customer preferences and to remain cost competitive;

•Changes in commodity prices, investment prices, interest rates, currency exchange rates, or inflation rates;

•Reliability or creditworthiness of counterparties including but not limited to customers, suppliers, renewable resource providers, and financial institutions;

•Changes in the U.S. economy and volatility in financial markets;

•Ineffectiveness of TVA's disclosure controls and procedures or its internal control over financial reporting;

•Changes in customer preferences for energy produced from cleaner generation sources;

•Increases in TVA's financial liabilities for decommissioning its nuclear facilities and retiring other assets;

•The requirement or decision to make additional contributions to TVA's Nuclear Decommissioning Trust or Asset Retirement Trust;

•Events or changes involving transmission lines, dams, and other facilities not operated by TVA, including those that affect the reliability of the interstate transmission grid of which TVA's transmission system is a part and those that increase flows across TVA's transmission grid;

•Actions taken, or inaction, by the U.S. government relating to the national debt ceiling or automatic spending cuts in government programs;

•Inability to respond quickly enough to current or potential customer demands or needs or to act solely in the interest of ratepayers;

•Addition or loss of customers by TVA or TVA's local power company customers;

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

•Changes in the market price of equity securities, debt securities, or other investments;

•An increase in TVA's cost of capital, which may result from, among other things, changes in the market for Bonds, disruptions in the banking system or financial markets, changes in the credit rating of TVA or the U.S. government, or, potentially, an increased reliance by TVA on alternative financing should TVA approach its debt limit;

•Costs or liabilities that are not anticipated in TVA's financial statements for third-party claims, natural resource damages, environmental cleanup activities, or fines or penalties associated with unexpected events such as failures of a facility or infrastructure;

•Adverse effects from regional health and other emergencies;

•Negative impacts on TVA's reputation; or

•Other unforeseeable events.

See also Part I, Item 1A, Risk Factors, and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report, and Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A, Risk Factors in the Quarterly Reports for a discussion of factors that could cause actual results to differ materially from those in any forward-looking statement. New factors emerge from time to time, and it is not possible for TVA 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, except as required by law.
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TABLE OF CONTENTS

Offering Circular
Page
Stabilization........................................................................................................................................... 1
About This Offering Circular................................................................................................................ 1
Where You Can Find More Information............................................................................................... 1
Offering and Selling Restrictions.......................................................................................................... 2
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