98-18758. Policy on Audits of RUS Borrowers  

  • [Federal Register Volume 63, Number 137 (Friday, July 17, 1998)]
    [Rules and Regulations]
    [Pages 38720-38735]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 98-18758]
    
    
    
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    _______________________________________________________________________
    
    Part IV
    
    
    
    
    
    Department of Agriculture
    
    
    
    
    
    _______________________________________________________________________
    
    
    
    Rural Utilities Service
    
    
    
    _______________________________________________________________________
    
    
    
    7 CFR Part 1773
    
    
    
    Policy on Audits of RUS Borrowers; Final Rule
    
    Federal Register / Vol. 63, No. 137 / Friday, July 17, 1998 / Rules 
    and Regulations
    
    [[Page 38720]]
    
    
    
    DEPARTMENT OF AGRICULTURE
    
    Rural Utilities Service
    
    7 CFR Part 1773
    
    RIN 0572-AA93
    
    
    Policy on Audits of RUS Borrowers
    
    AGENCY: Rural Utilities Service, USDA.
    
    ACTION: Final rule.
    
    -----------------------------------------------------------------------
    
    SUMMARY: The Rural Utilities Service (RUS) hereby amends its 
    regulations on audits of RUS borrowers. This final rule incorporates 
    changes to the audit regulations necessitated by the Single Audit Act 
    Amendments of 1996 and by Office of Management and Budget (OMB) 
    Circular A-133, Audits of States, Local Governments, and Non-Profit 
    Organizations effective for audits of fiscal years beginning after June 
    30, 1996. This rule also clarifies the peer review requirements in the 
    interim final rule for certified public accountants (CPA) performing 
    audits of RUS borrowers, adopts individual management letters for 
    electric and telecommunications borrowers, and revises the language of 
    the auditor's report and management letter to conform with technical 
    guidance provided by the American Institute of Certified Public 
    Accountants (AICPA).
    
    EFFECTIVE DATE: July 17, 1998.
    
    FOR FURTHER INFORMATION CONTACT: Mr. Richard C. Annan, Chief, Technical 
    Accounting and Auditing Staff, Program Accounting Services Division, 
    Rural Utilities Service, Stop 1523, room 2221, South Building, U.S. 
    Department of Agriculture, 1400 Independence Avenue, SW, Washington, DC 
    20250-1523, telephone number (202) 720-5227.
    
    SUPPLEMENTARY INFORMATION:
    
    Executive Order 12866
    
        This final rule has been determined to be not significant for the 
    purposes of Executive Order 12866 and therefore has not been reviewed 
    by OMB.
    
    Civil Justice Reform
    
        This final rule has been reviewed under Executive Order 12998, 
    Civil Justice Reform. RUS has determined that this final rule meets the 
    applicable standards provided in section 3 of the Executive Order.
    
    Regulatory Flexibility Act Certification
    
        The Administrator of RUS has determined that this rule will not 
    have significant impact on a substantial number of small entities 
    defined in the Regulatory Flexibility Act (5 U.S.C. 601 et seq.), and 
    therefore, the Regulatory Flexibility Act does not apply to this rule.
    
    Information Collection and Recordkeeping Requirements
    
        The reporting and recordkeeping requirements contained in this 
    final rule will be submitted for approval to the Office of Management 
    and Budget (OMB) pursuant to the Paperwork Reduction Act of 1995 (44 
    U.S.C. Chapter 34, as amended) under control number 0572-0095. The 
    paperwork contained in this rule will not be effective until approved 
    by OMB.
        Send questions or comments regarding this burden or any aspect of 
    this collection, including suggestions for reducing the burden to Mr. 
    F. Lamont Heppe, Jr., Director, Program Development and Regulatory 
    Analysis, Rural Utilities Service, Stop 1522, 1400 Independence Avenue 
    SW, Washington, DC 20250-1522.
    
    National Environmental Policy Act Certification
    
        The RUS Administrator has determined that this final rule will not 
    significantly affect the quality of the human environment as defined by 
    the National Environmental Policy Act of 1969(42 U.S.C. 4321 et seq.). 
    Therefore, this action does not require an environmental impact 
    statement or assessment.
    
    Catalog of Federal Domestic Assistance
    
        The program described by this final rule is listed in the Catalog 
    of Federal Domestic Assistance Programs under numbers 10.850--Rural 
    Electrification Loans and Loan Guarantees, 10.851--Rural Telephone 
    Loans and Loan Guarantees, and 10.852--Rural Telephone Bank Loans. This 
    catalog is available on a subscription basis from the Superintendent of 
    Documents, the United States Government Printing Office, Washington, DC 
    20402.
    
    Executive Order 12372
    
        This final rule is excluded from the scope of Executive Order 
    12372, Intergovernmental Consultation. A notice of final rule entitled 
    Department Programs and Activities Excluded from Executive Order 12372 
    (50 FR. 47034) exempts RUS electric loans and loan guarantees from 
    coverage under this order.
    
    National Performance Review
    
        This regulatory action is being taken as part of the National 
    Performance Review program to eliminate unnecessary regulations and 
    improve those that remain in force.
    
    Unfunded Mandates
    
        This rule contains no Federal Mandates (under the regulatory 
    provision of Title II of the Unfunded Mandate Reform Act) for State, 
    local, and tribal governments or the private sector. Thus this rule is 
    not subject to the requirements of section 202 and 205 of the Unfunded 
    Mandate Reform Act.
    
    Background
    
        This final rule implements the changes required by the Single Audit 
    Act Amendments of 1996 (31 U.S.C. 7501 et seq.) and the revised OMB 
    Circular A-133, Audits of States, Local Governments, and Non-Profit 
    Organizations (31 U.S.C. 7501 et seq.). The purposes of the Single 
    Audit Act Amendments of 1996 were to promote sound financial management 
    with respect to Federal awards administered by non-Federal entities, 
    establish uniform requirements for audits of Federal awards, promote 
    the efficient and effective use of audit resources, and reduce the 
    burden on State and local governments, Indian tribes, and non-profit 
    organizations. OMB Circular A-128, Audits of States and Local 
    Governments, was merged with the former OMB Circular A-133, Audits of 
    Institutions of Higher Education and Other Non-Profit Institutions, to 
    form the revised OMB Circular A-133. The revised Circular implements 
    the Single Audit Act Amendments of 1996 and raises the expenditure 
    threshold. The Circular requires auditors to issue a report on 
    compliance and on internal control over financial reporting and a 
    report on compliance with requirements applicable to each major program 
    and internal control over compliance in accordance with OMB Circular A-
    133.
        Previously, separate reports were issued on compliance and internal 
    controls. With the issuance of the revised Circular A-133, the AICPA 
    developed illustrative report examples that merged the two reports into 
    one report on compliance and on internal control over financial 
    reporting.
        On January 3, 1996, RUS published 61 FR 104 an interim final rule 
    with request for comments amending part 1773 to comply with the 1994 
    revision of Generally Accepted Government Auditing Standards (GAGAS) 
    and Statement on Auditing Standards (SAS) No. 74, Compliance Auditing 
    Considerations in Audits of Governmental Entities and Recipients of 
    Governmental Financial Assistance. The January 3, 1996, interim final 
    rule also amended RUS' peer review requirements to reflect the merger 
    of the Private Companies Practice Section of
    
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    the AICPA and the AICPA quality review program and to extend the time 
    period for peer reviews to 42 months. This final rule amends part 1773 
    in response to the comments filed on the interim final rule.
        Section 1773.34, Management Letter, specifies the minimum 
    requirements for the CPA's management letter. Among these is the 
    requirement for the CPA to state whether the information submitted to 
    RUS in its most recent December 31 RUS Form 7, Financial and 
    Statistical Report; Form 12, Operating Report--Financial; or Form 479, 
    Financial and Statistical Report for Telephone Borrowers, is in 
    agreement with the borrower's records. This final rule clarifies that 
    section to require the CPA's statement to indicate whether the most 
    recent December 31 RUS Form 7, 12, or 479, agrees with the borrower's 
    ``audited'' records if a borrower has a December 31 year end. For 
    borrowers with a year end other than December 31, the CPA must state 
    whether the information provided appears reasonable based upon the 
    audit procedures performed.
        The management letter for electric borrowers was also modified to 
    conform with changes in Sec. 1717.612, which states that funds are cash 
    proceeds from loans made or guaranteed by RUS; Sec. 1717.618 to 
    redefine ``substantially all'' in management, operation, or maintenance 
    contracts covering the borrower's system as being 90 percent; and 
    Sec. 1717.609 to delete the provision requiring the CPA to determine 
    whether RUS approval was obtained for contracts between the borrower 
    and its manager.
        The management letter for telecommunications borrowers was changed 
    to include additional requirements for compliance with RUS 
    telecommunications loan and security instrument provisions. The rule 
    clarifies that section to require the CPA to determine whether the 
    borrower is in compliance with the provisions pertaining to the funded 
    reserve requirements and net plant to secured debt ratio requirements 
    for RUS loans approved after June 10, 1991, and before October 7, 1997, 
    and the funded reserve requirement for RTB loans approved after June 
    10, 1991.
        Both the management letters for electric and telecommunications 
    borrowers were modified to remove the negative assurance language 
    pertaining to items not tested in conformance with GAGAS.
        The January 3, 1996, interim final rule also amended Sections 
    1773.5, Qualifications of CPA, and 1773.6, Audit Agreement, to include 
    changes necessitated by the 1994 revision of GAGAS. In that amendment, 
    the abbreviation OIG (Office of Inspector General, United States 
    Department of Agriculture) was inadvertently replaced by OGC (Office of 
    General Counsel) in paragraph 1773.5(c)(6)(iii) and paragraph 
    1773.6(a)(6). This final rule corrects that error.
        The renaming of the Borrower Accounting Division (BAD) to the 
    Program Accounting Services Division (PASD) was not incorporated into 
    the interim final rule. This final rule serves to incorporate the name 
    change by deleting all references to BAD and replacing them with PASD.
        This final rule also adds a definition of the term ``borrower'' to 
    mean all entities which receive financial assistance in the form of 
    loans, loan guarantees, or grants from RUS.
    
    Comments
    
        An interim final rule entitled ``Policy on Audits of RUS 
    Borrowers,'' published January 3, 1996, at 61 FR 104, invited 
    interested parties to submit comments on or before March 4, 1996. 
    Comments were received from three accounting firms, the Assistant 
    Administrator, Telecommunications Program, the Deputy Assistant 
    Administrator, Electric Program, and from OIG. The following paragraphs 
    address the topics that were discussed by the two commenters.
        Comment. The revisions to Secs. 1773.33 (e)(1)(iii) and 
    1773.33(e)(2)(iii) require the CPA to state whether the information 
    submitted by a borrower to RUS in its most recent December 31 RUS Form 
    7, Financial and Statistical Report; Form 12, Operating Report-
    Financial; or Form 479, Financial and Statistical Report for Telephone 
    Borrowers, is in agreement with the borrower's ``audited'' records. 
    Commenters expressed concern that this requirement did not properly 
    consider borrowers with fiscal year ends other than December 31. One 
    commenter asked if this requirement necessitated a calendar year audit 
    or alternate audit procedures to comply.
        Response. The intent of this section was to require CPAs to state 
    whether the information submitted by a borrower to RUS in its most 
    recent December 31 RUS Form 7, 12, or 479 was in agreement with the 
    borrower's audited records if the borrower has a December 31 year end. 
    For borrowers with year ends other than December 31, the section was 
    intended to require the CPA to state whether the information provided 
    appeared reasonable based upon the procedures performed during the 
    audit. The final rule has been amended to clarify this requirement.
        Comment. When 7 CFR part 1717 was revised by the electric program, 
    certain modifications affected part 1773. In Sec. 1717.608, RUS 
    approval of contracts between the borrower and its manager are no 
    longer required. Additionally, the electric program determined that the 
    quantification of ``substantial part'' was too low and raised it to 90 
    percent. Section 1717.612 defined funds as cash proceeds from loans 
    made or guaranteed by RUS. These changes should to be incorporated into 
    part 1773.
        Response. This final rule has been amended to incorporate the 
    changes necessitated by revisions made to part 1717.
        Comment. The revisions to Sec. 1773.33 (e)(2) excluded a 
    requirement for compliance with RUS loan and security instrument 
    provision for telecommunications borrowers. Under existing regulations, 
    if the loan maturity period selected by the borrower exceeds the 
    expected composite economic life of the facilities financed by a period 
    of more than three years, the loan is conditioned upon the borrower 
    electing to maintain a net plant to secured debt ratio of at least 1.2, 
    or a funded reserve in such amount that the balance of the reserve plus 
    the value of the facilities less depreciation be at least equal to the 
    remaining principal payments on the loan.
        Response. It was not our intent to omit this requirement for 
    compliance with the RUS loan and security instrument from the 
    management letter. The final rule has been amended to include this 
    requirement.
        Comment. One commenter noted that the management letter in part 
    1773 included a sentence that was in conflict with GAGAS. It was his 
    opinion that the sentence concerning negative assurance should be 
    eliminated from the management letter.
        Response. We agree with the comment and we have deleted this 
    sentence from the management letter.
        Comment. The revision to Sec. 1773.5 (c)(4)(C) set forth in the 
    January 3, 1996, interim final rule extended the timeframe for 
    submission of peer reviews to 42 months. Commenters expressed concern 
    that the 42 months timeframe did not meet the requirements of GAGAS.
        Response. The intent of this section was to provide a 6-month 
    period for CPAs to submit their peer review reports to RUS. Upon 
    further review of the interim final rule, we have revised the language 
    in the final rule to require completion of peer reviews within 36
    
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    months of the issuance of the prior review in accordance with GAGAS.
    
    List of Subjects in 7 CFR Part 1773
    
        Accounting, Electric power, Loan programs--communications, Loan 
    programs--energy, Reporting and recordkeeping requirements, Rural 
    areas, Telecommunications.
        For reasons set forth in the preamble, RUS hereby amends 7 CFR part 
    1773 chapter XVII as follows:
    
    PART 1773--POLICY ON AUDITS OF RUS BORROWERS
    
        1. The authority citation for part 1773 continues to read as 
    follows:
    
        Authority: 7 U.S.C. 901 et seq.; 7 U.S.C. 1921 et seq.; Pub. L. 
    103-354, 108 Stat. 3178 (7 U.S.C. 6941 et seq.).
    
        2. In part 1773 all references to items indicated in the left 
    column are revised to read as stated in the right column:
    
    ------------------------------------------------------------------------
        Remove BAD--Borrower Accounting        Add PASD--Program Accounting 
                    Division                        Services  Division      
    ------------------------------------------------------------------------
    Director, BAD..........................  Assistant Administrator,       
                                              Program Accounting and        
                                              Regulatory Analysis.          
    Telephone Program report on compliance.  Telecommunications Program     
                                              report on compliance and on   
                                              internal controls over        
                                              financial reporting.          
    Report on internal controls............  Report on compliance and on    
                                              internal controls over        
                                              financial reporting.          
    Report on compliance and internal        Report on compliance and on    
     controls.                                internal controls over        
                                              financial reporting.          
    ------------------------------------------------------------------------
    
        3. Section 1773.2 is amended by adding the definition for Borrower.
    
    
    Sec. 1773.2  Definitions.
    
    * * * * *
        Borrower means an entity that has an outstanding RUS, RTB, or FFB 
    loan or loan guarantee, or that has received a grant for electric, 
    telecommunications, distance learning, or telemedicine purposes under 
    the act.
    * * * * *
        4. Section 1773.3 is amended by removing paragraph (d)(2), 
    redesignating paragraphs (d)(3) and (d)(4) to (d)(2) and (d)(3) and 
    revising paragraphs (d) introductory text, (d)(1) through (d)(3) 
    introductory text, (d)(3)(ii) and (e).
    
    
    Sec. 1773.3  Annual audit.
    
    * * * * *
        (d) A borrower that qualifies as a unit of state or local 
    government or Indian tribe as such terms are defined in the Single 
    Audit Act of 1984 (31 U.S.C. 7501 et seq.), the Single Audit Act 
    Amendments of 1996 (31 U.S.C. 7505 et seq.) and OMB Circular A-133, 
    Audits of States, Local Governments, and Non-Profit Organizations (copy 
    available from the Executive Office of the President, Publication 
    Services, 725 17th St., NW., Suite 2200, Washington, DC 20502; 202-395-
    7332), must comply with this part as follows:
        (1) A borrower that expends $300,000 or more in a year in Federal 
    awards must have an audit performed and submit an auditor's report 
    meeting the requirements of the Single Audit Act of 1984 and the Single 
    Audit Act Amendments of 1996.
        (2) A borrower that expends less than $300,000 in Federal awards 
    during the year must have an audit performed in accordance with the 
    requirements of this part.
        (3) A borrower must notify RUS, in writing, within 30 days of the 
    as of audit date, of the total Federal awards expended during the year 
    and must state whether it will have an audit performed in accordance 
    with the Single Audit Act of 1984 and the Single Audit Act Amendments 
    of 1996, or this part.
    * * * * *
        (ii) If an audit is performed in accordance with the Single Audit 
    Act of 1984 and the Single Audit Act Amendments of 1996, an auditor's 
    report that meets the requirements of the Single Audit Act of 1984, and 
    the Single Audit Act Amendments of 1996, will be sufficient to satisfy 
    that borrower's obligations under this part.
        (e) OMB Circular A-133, Audits of States, Local Governments, and 
    Non-Profit Organizations does not apply to audits of RUS electric and 
    telecommunications cooperatives and commercial telecommunications 
    borrowers.
    * * * * *
        5. Section 1773.5 is amended by revising paragraphs (c) 
    introductory text and (c)(6) (iii) to read as follows:
    
    
    Sec. 1773.5  Qualifications of CPA.
    
    * * * * *
        (c) Peer review requirement. The CPA must belong to and participate 
    in a peer review program, and must have undergone a satisfactory peer 
    review of the accounting and audit practice conducted by an approved 
    peer review program under paragraph (c)(4) of this section, unless a 
    waiver is granted under paragraph (c)(7) of this section. The reviewing 
    organization must not be affiliated with or have had its most recent 
    peer review conducted by the organization currently being reviewed 
    (reciprocal reviews). After the initial peer review has been performed, 
    the CPA must undergo a peer review of the accounting and audit practice 
    within 36 months of the issuance of the previous peer review or at such 
    additional times as designated by the peer review executive committee.
    * * * * *
        (6) * * *
        (iii) A copy of the peer review report, accompanying letter of 
    comment, and the partners' inspections must be made available to OIG, 
    upon request.
    * * * * *
        6. Section 1773.6 is amended by revising paragraph (a)(6) to read 
    as follows:
    
    
    Sec. 1773.6  Audit agreement.
    
        (a) * * *
        (6) The CPA will make all audit-related documents, including 
    auditor's reports, workpapers, and management letters available to RUS 
    or its representatives (OIG and GAO), upon request, and will permit the 
    photocopying of all audit-related documents; and
    * * * * *
        7. Section 1773.30 is amended by removing paragraph (a)(3), and 
    redesignating paragraph (a)(4) to (a)(3) and revising paragraphs (a)(2) 
    and (a)(3) to read as follows:
    
    
    Sec. 1773.30  General.
    
        (a) * * *
        (2) A report on compliance and on internal control over financial 
    reporting, examples of which are set forth in appendices A, exhibits 2 
    and 3 (Electric) and B, exhibits 4 and 5 (Telecommunications) of this 
    part 1773; and
        (3) A management letter, an example of which is set forth in 
    appendix C of this part 1773.
    * * * * *
        8a. Section 1773.31 is amended by revising the last sentence to 
    read as follows:
    
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    Sec. 1773.31  Auditor's Report.
    
        * * * This report must be signed by the CPA, cover all statements 
    presented, and refer to the separate report on compliance and on 
    internal control over financial reporting issued in conjunction with 
    the auditor's report.
        8b. Section 1773.32 is revised to read as follows:
    
    
    Sec. 1773.32  Report on compliance and on internal control over 
    financial reporting.
    
        As required by GAGAS, the CPA must prepare a written report on the 
    tests performed for compliance with applicable laws, regulations, 
    contracts, and grants, and on the borrower's internal control structure 
    and on the assessment of control risk made as part of the financial 
    statement audit. This report must be signed by the CPA and must 
    include, as a minimum:
        (a) The scope of the CPA's work to obtain an understanding of the 
    borrower's internal control structure and in assessing the control 
    risk;
        (b) A description of the reportable conditions noted which include 
    material weaknesses identified as a result of the CPA's work in 
    understanding and assessing control risk;
        (c) If no reportable instances of noncompliance and no reportable 
    conditions were found, the CPA must issue a report as illustrated in 
    appendix A, exhibit 2 (Electric), and appendix B, exhibit 4 
    (Telecommunications) of this part 1773;
        (d) If material instances of noncompliance and reportable 
    conditions are identified, the CPA must issue a report as illustrated 
    in appendix A, exhibit 3 (Electric), and appendix B, exhibit 5 
    (Telecommunications) of this part 1773;
        (e) Other nonmaterial instances of noncompliance should not be 
    disclosed in the report on compliance and on internal control over 
    financial reporting, but should be reported in a separate communication 
    to the board of directors, preferably in writing. All such 
    communications must be documented in the workpapers and submitted to 
    RUS in compliance with Sec. 1773.21.
        (f) If the CPA has issued a separate letter detailing immaterial 
    instances of noncompliance, the report on compliance and on internal 
    control over financial reporting must be modified to include a 
    statement such as:
    
        We noted certain immaterial instances of noncompliance that we 
    have reported to the management of (borrower's name) in a separate 
    letter dated (month, day, year).
    
        (g) If the CPA has issued a separate letter to management to 
    communicate other matters involving the design and operation of the 
    internal control over financial reporting, the report on compliance and 
    on internal control over financial reporting must be modified to 
    include a statement such as:
    
        However, we noted other matters involving the internal control 
    over financial reporting that we have reported to the management of 
    (borrower's name) in a separate letter dated (month, day, year).
    
        (h) The report must contain the status of known but uncorrected 
    significant or material findings and recommendations from prior audits 
    that affect the current audit objective.
        9. Section 1773.33 is removed.
        10. Section 1773.34 is redesignated to Sec. 1773.33 and amended by 
    removing paragraph (e)(1)(ii)(E), revising paragraphs (e)(1)(i), 
    (e)(1)(ii) introductory text, (e)(1)(ii)(C) and (e)(1)(iii) and 
    (e)(2)(iii) and adding (e)(2)(iv) to read as follows:
    
    
    Sec. 1773.33  Management letter.
    
    * * * * *
        (e) * * *
        (1) * * *
        (i) The requirement for funds to be deposited in banks or other 
    depositories designated in the loan documents or approved by RUS. For 
    purposes of this part, funds shall be defined as cash proceeds from 
    loans made or guaranteed by RUS in accordance with 7 CFR 1717.612.
        (ii) The requirement for a borrower to obtain written approval of 
    mortgagees to enter into any contract for the management, operation, or 
    maintenance of the borrower's system if the contract covers all or 
    substantially all (90 percent) of the electric system. For purposes of 
    this part, the following contracts shall be deemed as requiring RUS 
    approval:
    * * * * *
        (C) Operations and maintenance contracts in which the borrower has 
    contracted to have another borrower or other entity operate and/or 
    maintain all or substantially all (90 percent) of the physical plant 
    facilities of the plant.
    * * * * *
        (iii) The requirement for a borrower to prepare and furnish 
    mortgagees annual financial and statistical reports on the borrower's 
    financial condition and operations. For borrowers with a December 31 
    year end, the CPA must state whether the information represented by the 
    borrower as having been submitted to RUS in its most recent December 31 
    RUS Form 7 or Form 12 is in agreement with the borrower's audited 
    records. For borrowers with a year end other than December 31, the CPA 
    must state whether the information appears reasonable based upon the 
    audit procedures performed. If the borrower represents that an amended 
    report has been filed as of December 31, the comments must relate to 
    the amended report.
        (2) * * *
        (iii) The requirement for a borrower to prepare and furnish 
    mortgagees annual financial and statistical reports on the borrower's 
    financial condition and operations. For borrowers with a December 31 
    year end, the CPA must state whether the information represented by the 
    borrower as having been submitted to RUS in its most recent December 31 
    RUS Form 479 is in agreement with the borrower's audited records. For 
    borrowers with a year end other than December 31, the CPA must state 
    whether the information appears reasonable based upon the audit 
    procedures performed. If the borrower represents that an amended report 
    has been filed as of December 31, the comments must relate to the 
    amended report.
        (iv) The requirement that a borrower maintain either a net plant to 
    secured debt ratio or a funded reserve.
        (A) For loans approved after June 10, 1991, and before October 7, 
    1997, if a borrower selected a loan maturity period in excess of the 
    expected economic life of the facilities financed, the borrower must 
    maintain a secured debt ratio of at least 1.2 or a funded reserve. If, 
    during the audit period, the borrower has been issued refunding notes 
    that match the remaining composite economic life of the facilities thus 
    eliminating the requirement, the auditor should so state.
        (1) If the net plant to secured debt ratio option was selected, 
    this ratio must be achieved one year following the first advance of 
    funds.
        (2) If the funded reserve option was selected, the reserve must be 
    of such amount that the balance of the reserve plus the value of the 
    facilities less depreciation be at least equal to the remaining 
    principal payments on the loan. Funding of the reserve must begin 
    within one year of approval of release of funds and must continue 
    regularly over the composite economic life of the facilities financed.
        (B) For loans approved after October 7, 1997, if a borrower 
    selected a loan maturity period in excess of the expected economic life 
    of the facilities financed, the borrower must maintain a funded reserve 
    in such amount that the balance of the reserve plus the value of the 
    facilities less depreciation be at least equal to the remaining 
    principal
    
    [[Page 38724]]
    
    payments on the loan. Funding of the reserve must begin within one year 
    of approval of release of funds and must continue regularly over the 
    composite economic life of the facilities financed. If, during the 
    audit period, the borrower has been issued refunding notes that match 
    the remaining composite economic life of the facilities thus 
    eliminating the requirement for maintaining the funded reserve 
    requirement, the auditor should so state.
    * * * * *
        11. Reserve Sec. 1773.34.
        12. Appendix A to Part 1773 is amended by revising exhibits 1, 2, 
    and 3, removing exhibits 4, 5, and 6, and redesignating exhibit 7 as 
    exhibit 4 and revising it to read as follows:
    
    Appendix A to Part 1773--Sample Auditor's Report for an Electric 
    Cooperative
    
    * * * * *
    
    Exhibit 1--Sample Auditor's Report
    
    Certified Public Accountants, 1600 Main Street, City, State 24105
    The Board of Directors, Center County Electric Cooperative: 
    Independent Auditor's Report
    
        We have audited the accompanying balance sheets of Center County 
    Electric Cooperative as of December 31, 1998 and 1997, and the 
    related statements of revenue and patronage capital, and cash flows 
    for the years then ended. These financial statements are the 
    responsibility of Center County Electric Cooperative's management. 
    Our responsibility is to express an opinion on these financial 
    statements based on our audit.
        We conducted our audits in accordance with generally accepted 
    auditing standards and the standards applicable to financial audits 
    contained in Government Auditing Standards, issued by the 
    Comptroller General of the United States. Those standards required 
    that we plan and perform the audit to obtain reasonable assurance 
    about whether the financial statements are free of material 
    misstatement. An audit includes examining, on a test basis, evidence 
    supporting the amounts and disclosures in the financial statements. 
    An audit also includes assessing the accounting principles used and 
    significant estimates made by management, as well as evaluating the 
    overall financial statement presentation. We believe that our audit 
    provides a reasonable basis for our opinion.
        In our opinion, the financial statements referred to above 
    present fairly, in all material respects, the financial position of 
    Center County Electric Cooperative as of December 31, 1998 and 1997, 
    and the results of its operations and its cash flows for the years 
    then ended in conformity with generally accepted accounting 
    principles.
        In accordance with Government Auditing Standards, we have also 
    issued a report dated March 2, 1999, on our consideration of Center 
    County Electric Cooperative's internal control over financial 
    reporting and our tests of its compliance with certain provisions of 
    laws, regulations, contracts, and grants.
    
    Certified Public Accountants
    
    March 2, 1999
    
        Exhibit 2--Sample Report on Compliance and on Internal Control 
    over Financial Reporting, the CPA found No Reportable Instances of 
    Noncompliance and No Material Weaknesses (No Reportable Conditions 
    Identified).
    
    Certified Public Accountants, 1600 Main Street, City, State 24105
    
    The Board of Directors
    
    Center County Electric Cooperative:
    
        We have audited the financial statements of Center County 
    Electric Cooperative as of and for the years ended December 31, 1998 
    and 1997, and have issued our report thereon dated March 2, 1999. We 
    conducted our audit in accordance with generally accepted auditing 
    standards and the standards applicable to financial audits contained 
    in Government Auditing Standards, issued by the Comptroller General 
    of the United States.
    
    Compliance
    
        As part of obtaining reasonable assurance about whether Center 
    County Electric Cooperative's financial statements are free of 
    material misstatement, we performed tests of its compliance with 
    certain provisions of laws, regulations, contracts, and grants, 
    noncompliance with which could have a direct and material effect on 
    the determination of financial statement amounts. However, providing 
    an opinion on compliance with those provisions was not an objective 
    of our audit, and accordingly, we do not express such an opinion. 
    The results of our tests disclosed no instances of noncompliance 
    that are required to be reported under Government Auditing 
    Standards. [If the CPA has issued a separate letter to the 
    management detailing immaterial instances of noncompliance, modify 
    this paragraph to include a statement such as the following: 
    However, we noted certain immaterial instances of noncompliance 
    which we have reported to the management of Center County Electric 
    Cooperative in a separate letter dated March 2, 1999.]
    
    Internal Control Over Financial Reporting
    
        In planning and performing our audit, we considered Center 
    County Electric Cooperative's internal control over financial 
    reporting in order to determine our auditing procedures for the 
    purpose of expressing our opinion on the financial statements and 
    not to provide assurance on the internal control over financial 
    reporting. Our consideration of the internal control over financial 
    reporting would not necessarily disclose all matters in the internal 
    control over financial reporting that might be material weaknesses. 
    A material weakness is a condition in which the design or operation 
    of one or more of the internal control components does not reduce to 
    a relatively low level the risk that misstatements in amounts that 
    would be material in relation to the financial statements being 
    audited may occur and not be detected within a timely period by 
    employees in the normal course of performing their assigned 
    functions. We noted no matters involving the internal control over 
    financial reporting and its operation that we consider to be 
    material weaknesses. [If the CPA has issued a separate letter to 
    management to communicate other matters involving the design and 
    operation of the internal control over financial reporting, modify 
    this paragraph to include a statement such as the following: 
    However, we noted other matters involving the internal control over 
    financial reporting which we have reported to the management of 
    Center County Electric Cooperative in a separate letter dated March 
    2, 1999.]
        This report is intended for the information of the audit 
    committee, management, the Rural Utilities Service, and supplemental 
    lenders. However, this report is a matter of public record and its 
    distribution is not limited.
    
    Certified Public Accountants
    
    March 2, 1999
    
        Exhibit 3--Sample Report on Compliance and on Internal Control 
    over Financial Reporting, the CPA found Reportable Instances of 
    noncompliance and Reportable Conditions Identified.
    
    Certified Public Accountants, 1600 Main Street, City, State 24105
    
    The Board of Directors
    
    Center County Electric Cooperative:
    
        We have audited the financial statements of Center County 
    Electric Cooperative as of and for the years ended December 31, 1998 
    and 1997, and have issued our report thereon dated March 2, 1999. We 
    conducted our audit in accordance with generally accepted auditing 
    standards and the standards applicable to financial audits contained 
    in Government Auditing Standards, issued by the Comptroller General 
    of the United States.
    
    Compliance
    
        As part of obtaining reasonable assurance about whether Center 
    County Electric Cooperative's financial statements are free of 
    material misstatement, we performed tests of its compliance with 
    certain provisions of laws, regulations, contracts, and grants, 
    noncompliance with which could have a direct and material effect on 
    the determination of financial statement amounts. However, providing 
    an opinion on compliance with those provisions was not an objective 
    of our audit, and accordingly, we do not express such an opinion. 
    The results of our tests disclosed instances of noncompliance that 
    are required to be reported under Government Auditing Standards. [A 
    description of the findings should be included in the report.][If 
    the CPA has issued a separate letter to the management detailing 
    immaterial instances of noncompliance, modify this paragraph to 
    include a statement such as the following: We also noted certain 
    immaterial instances of noncompliance which we have reported to the 
    management of Center County Electric Cooperative in a separate 
    letter dated March 2, 1999.]
    
    [[Page 38725]]
    
    Internal Control Over Financial Reporting
    
        In planning and performing our audit, we considered Center 
    County Electric Cooperative's internal control over financial 
    reporting in order to determine our auditing procedures for the 
    purpose of expressing our opinion on the financial statements and 
    not to provide assurance on the internal control over financial 
    reporting. However, we noted certain matters involving the internal 
    control over financial reporting and its operation that we consider 
    to be reportable conditions. Reportable conditions involve matters 
    coming to our attention relating to significant deficiencies in the 
    design or operation of the internal control over financial reporting 
    that, in our judgment, could adversely affect Center County Electric 
    Cooperative's ability to record, process, summarize, and report 
    financial data consistent with the assertions of management in the 
    financial statements. [A description of the reportable conditions 
    should be included in the report.]
        A material weakness is a condition in which the design or 
    operation of one or more of the internal control components does not 
    reduce to a relatively low level the risk that misstatements in 
    amounts that would be material in relation to the financial 
    statements being audited may occur and not be detected within a 
    timely period by employees in the normal course of performing their 
    assigned functions. Our consideration of the internal control over 
    financial reporting would not necessarily disclose all matters in 
    the internal control that might be reportable conditions and, 
    accordingly, would not necessarily disclose all reportable 
    conditions that are also considered to be material weaknesses. 
    However, we believe none of the reportable conditions described 
    above is a material weakness. [If conditions believed to be material 
    weaknesses are disclosed, the last sentence should be deleted and 
    instead the report should identify which of the reportable 
    conditions described above are considered to be material 
    weaknesses.][If the CPA has issued a separate letter to management 
    to communicate other matters involving the design and operation of 
    the internal control over financial reporting, modify this paragraph 
    to include a statement such as the following: We also noted other 
    matters involving the internal control over financial reporting 
    which we have reported to the management of Center County Electric 
    Cooperative in a separate letter dated March 2, 1999.]
        This report is intended for the information of the audit 
    committee, management, the Rural Utilities Service, and supplemental 
    lenders. However, this report is a matter of public record and its 
    distribution is not limited.
    
    Certified Public Accountants
    
    March 2, 1999
    
    EXHIBIT 4--SAMPLE FINANCIAL STATEMENTS
    
       Center Telephone Company Balance Sheets--December 31, 19X9 and 19X8  
                             Assets (Notes 1 and 2)                         
    ------------------------------------------------------------------------
                                                   19X9            19X8     
    ------------------------------------------------------------------------
    CURRENT ASSETS:                                                         
        Cash--Construction Funds............         $21,000         $18,000
        Cash--General Funds.................         128,300         140,083
        Telecommunications Accounts.........                                
        Receivable (less accumulated                                        
         provision of $11,597 in 19X9 and                                   
         $1,490 in 19X8)....................         139,642         122,623
        Notes Receivable....................           2,500           3,000
        Materials and Supplies..............         103,713          73,964
        Prepayments (Note 3)................          49,185          62,201
        Other Current Assets................           1,357          10,131
                                             -------------------------------
                                                     445,697         430,002
                                             ===============================
    NONCURRENT ASSETS:                                                      
        Nonregulated Investments: (Note 4)                                  
            Net CATV Plant..................         413,511         407,086
            Net Nonregulated Customer                                       
             Premises Equipment.............         103,618               0
        Deferred Maintenance and Retirements                                
         (Note 5)...........................          40,000          45,000
                                             -------------------------------
                                                     557,129         452,086
                                             ===============================
    PROPERTY, PLANT, AND EQUIPMENT: (Note 6)                                
        Telecommunications Plant in Service.       7,401,300       6,650,553
        Telecommunications Plant Under                                      
         Construction.......................          67,626         199,092
        Telecommunications Plant Adjustment                                 
         (Note 7)...........................         176,380         176,380
                                             -------------------------------
                                                   7,645,306       7,026,025
        Less: Accumulated Provision for                                     
         Depreciation.......................       1,760,587       1,504,255
                                             -------------------------------
                                                   5,884,719       5,521,770
                                             -------------------------------
                                                   6,887,545       6,403,858
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
       Center Telephone Company Balance Sheets--December 31, 19X9 and 19X8  
                            Liabilities and Equities                        
    ------------------------------------------------------------------------
                                                   19X9            19X8     
    ------------------------------------------------------------------------
    CURRENT LIABILITIES:                                                    
        Accounts Payable....................        $123,689        $290,484
        Notes Payable.......................          61,600          70,400
        Advance Billings and Payments.......           2,137           2,243
        Customers Deposits..................          11,878           4,940
        Current Maturities of Long-Term Debt                                
         (Note 8)...........................         146,646         145,998
        Accrued Taxes.......................         242,076         224,566
    
    [[Page 38726]]
    
                                                                            
        Other Current Liabilities...........           8,500           9,079
                                             -------------------------------
                                                     596,526         747,710
                                             ===============================
    LONG-TERM DEBT:                                                         
        RUS Mortgage Notes (Note 8).........       4,592,658       4,128,106
                                             ===============================
    OTHER LIABILITIES AND DEFERRED CREDITS:                                 
        Unamortized Investment Tax Credits                                  
         (Note 10)..........................          53,078          61,377
        Deferred Income Taxes (Note 11).....          37,137          35,039
                                             -------------------------------
                                                      90,215          96,416
                                             ===============================
    STOCKHOLDERS' EQUITY:                                                   
        Capital Stock--Common $2 par value--                                
         300,000 Shares Authorized; 102,600                                 
         Shares Outstanding 19X9 and 19X8...         205,200         205,200
        Additional Paid-in Capital..........         820,800         820,800
        Retained Earnings (Note 8)..........         582,146         405,626
                                             -------------------------------
                                                   1,608,146       1,431,626
                                             -------------------------------
                                                   6,887,545       6,403,858
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
     Center Telephone Company Statements of Income and Retained Earnings for
                   the Years Ended December 31, 19X9 and 19X8               
    ------------------------------------------------------------------------
                                                  19X9             19X8     
    ------------------------------------------------------------------------
    OPERATING REVENUES:                                                     
        Basic Local Network Services......        $836,822         $862,205 
        Network Access Services...........         125,042              -0- 
        Long Distance Network Services....         897,300          775,073 
        Miscellaneous.....................         144,435          147,100 
        Less: Uncollectible Revenues......         (24,000)         (24,500)
                                           ---------------------------------
                                                 1,979,599        1,759,878 
                                           =================================
    OPERATING EXPENSES:                                                     
        Plant Specific Operations.........         564,486          480,509 
        Plant Nonspecific Operations......         187,162          393,143 
        Depreciation and Amortization.....         274,691                  
        Customer Operations...............          94,473           78,772 
        Corporate Operations..............         157,453          134,127 
                                           ---------------------------------
                                                 1,278,265        1,086,551 
                                           =================================
    OPERATING TAXES:                                                        
        Federal and State Income..........                                  
        Taxes--Operating (Notes 10 and 11)         159,845          170,687 
        Other Operating Taxes.............         225,013          204,230 
        Provision for Deferred Taxes (Note                                  
         10)..............................          31,566           29,468 
        Investment Credits--Net...........           6,201            1,640 
                                           ---------------------------------
                                                   422,625          406,025 
                                           =================================
    OPERATING INCOME......................         278,709          267,302 
                                           =================================
    FIXED CHARGES:                                                          
        Interest on Long-Term Debt........          88,432           85,854 
        Interest Charged to Construction                                    
         Credit...........................          (2,251)          (1,516)
                                           ---------------------------------
                                                    86,181           84,338 
                                           =================================
    NONREGULATED INCOME--NET (Note 4).....          19,902           10,593 
                                           ---------------------------------
    NET INCOME FOR PERIOD.................         212,430          193,557 
        Retained Earnings--January 1, 19X9                                  
         and 19X8.........................         405,626          235,153 
        Dividends Declared................         (35,910)         (23,084)
                                           ---------------------------------
    
    [[Page 38727]]
    
                                                                            
        Retained Earnings--December 31,                                     
         19X9 and 19X8....................        $582,146         $405,626 
                                           =================================
        Earnings Per Share of Common                                        
         Stock--Average...................           $2.07            $1.89 
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
     Center County Telephone Company Statements of Cash Flows for the Years 
                        Ended December 31, 19X9 and 19X8                    
    ------------------------------------------------------------------------
                                                  19X9             19X8     
    ------------------------------------------------------------------------
    CASH FLOWS FROM OPERATING ACTIVITIES:                                   
        Cash Received from Consumers......      $1,962,580       $1,733,289 
        Cash Paid to Suppliers and                                          
         Employees........................      (1,159,158)        (960,459)
        Interest Paid.....................         (86,181)         (84,338)
        Taxes Paid........................        (401,316)        (376,643)
                                           ---------------------------------
        Net Cash Provided by Operating                                      
         Activities.......................         315,925          311,849 
                                           =================================
    CASH FLOWS FROM INVESTING ACTIVITIES:                                   
        Construction and Acquisition of                                     
         Plant............................        (619,281)        (507,617)
        Investment in CATV Plant..........          (6,425)         (18,246)
        Investment in Nonregulated CPE....        (103,618)                 
        Plant Removal Costs...............         (18,359)         (27,216)
        (Increase)/Decrease In:                                             
        Materials Inventory...............         (29,749)         (19,478)
        Notes Receivable..................             500            1,000 
        Deferred Maintenance and                                            
         Retirements......................           5,000          (45,000)
        Nonregulated Income...............          19,902           10,593 
                                           ---------------------------------
        Net Cash Used in Investing                                          
         Activities.......................        (752,030)        (605,964)
                                           =================================
    CASH FLOWS FROM FINANCING ACTIVITIES:                                   
        Dividends Paid....................         (35,910)         (23,084)
        Debt Proceeds.....................         465,200          386,000 
        Payments on Short-term Debt.......          (8,800)          (7,500)
        Increase/(Decrease) In:                                             
        Consumer Deposits and Advance                                       
         Payments.........................           6,832            4,200 
                                           ---------------------------------
        Net Cash Provided by Financing                                      
         Activities.......................         427,322          359,616 
                                           ---------------------------------
        Net Increase/(Decrease) in Cash...          (8,783)          65,501 
        Cash--Beginning of Year...........         158,083           92,582 
                                           ---------------------------------
        Cash--End of Year.................         149,300          158,083 
                                           =================================
        The accompanying notes are an                                       
     integral part of these statements.                                     
                                                                            
    RECONCILIATION OF NET MARGINS TO NET                                    
     CASH PROVIDED BY OPERATING                                             
     ACTIVITIES:                                                            
        Net Margins.......................         212,430          193,557 
        Less: Nonregulated Income.........         (19,902)         (10,593)
                                           ---------------------------------
        Net Income from Regulated                                           
         Operations.......................         192,528          182,964 
        Adjustments to Reconcile Net                                        
         Margins to Net Cash Provided by                                    
         Operating Activities:                                              
            Depreciation and Amortization.         274,691          253,509 
            Provision for Uncollectible                                     
             Accounts Receivable..........          10,107           (3,610)
        (Increase)/Decrease In:                                             
            Customer and Other Accounts                                     
             Receivable...................         (27,126)         (22,979)
            Current and Accrued Assets--                                    
             Other........................           8,774            5,119 
            Prepaid Taxes.................          10,000          (10,000)
            Other Prepaid Expenses........           3,016           (5,426)
        Increase/(Decrease) In:                                             
            Accounts Payable..............        (166,795)        (126,472)
            Accrued Taxes.................          17,510           37,742 
            Other Current Liabilities.....            (579)            (638)
            Deferred Credits..............          (6,201)           1,640 
                                           ---------------------------------
            Total Adjustments.............         123,397          128,885 
                                           =================================
    Net Cash Provided by Operating                                          
     Activities...........................         315,925          311,849 
    ------------------------------------------------------------------------
    
    
    [[Page 38728]]
    
        The accompanying notes are an integral part of these statements.
        13. Appendix B to Part 1773 is amended by revising exhibits 1, 2, 
    and 3, deleting exhibits 4, 5 and 6, and redesignating exhibit 7 as 
    exhibit 4 and revising it to read as follows:
    
    Appendix B to Part 1773-Sample Auditor's Report for A Class A or B 
    Commercial Telecommunications Company
    
    * * * * *
    
    Exhibit 1--Same Auditor's Report
    
    Certified Public Accountants, 1600 Main Street, City, State 24105
    The Board of Directors, Center Telephone Company: Independent 
    Auditor's Report
    
        We have audited the accompanying balance sheets of Center 
    Telephone Company as of December 31, 1998 and 1997, and the related 
    statements of revenue and patronage capital, and cash flows for the 
    years then ended. These financial statements are the responsibility 
    of Center Telephone Company's management. Our responsibility is to 
    express an opinion on these financial statements based on our audit.
        We conducted our audit in accordance with generally accepted 
    auditing standards and the standards applicable to financial audits 
    contained in Government Auditing Standards, issued by the 
    Comptroller General of the United States. Those standards require 
    that we plan and perform the audit to obtain reasonable assurance 
    about whether the financial statements are free of material 
    misstatement. An audit includes examining, on a test basis, evidence 
    supporting the amounts and disclosures in the financial statements. 
    An audit also includes assessing the accounting principles used and 
    significant estimates made by management, as well as evaluating the 
    overall financial statement presentation. We believe that our audits 
    provide a reasonable basis for our audit.
        In our opinion, the financial statements referred to above 
    present fairly, in all material respects, the financial position of 
    Center Telephone Company as of December 31, 1998 and 1997, and the 
    results of its operations and its cash flows for the years then 
    ended in conformity with general accepted accounting principles.
        In accordance with Government Auditing Standards, we have also 
    issued our report dated March 2, 1999, on our consideration of 
    Center Telephone Company's internal control over financial reporting 
    and our tests of its compliance with certain provisions of laws, 
    regulations, contracts, and grants.
    
    Certified Public Accountants
    
    March 2, 1999
    
        Exhibit 2--Sample Report on Compliance and on Internal Control 
    over Financial Reporting, the CPA found No Reportable Instances of 
    Noncompliance and No Material Weaknesses(No Reportable Conditions 
    Identified)
    
    Certified Public Accountants, 1600 Main Street, City, State 24105
    
    The Board of Directors
    
    Center Telephone Company:
    
        We have audited the financial statements of Center Telephone 
    Company as of and for the years ended December 31, 1998 and 1997, 
    and have issued our report thereon dated March 2, 1999. We conducted 
    our audit in accordance with generally accepted auditing standards 
    and the standards applicable to financial audits contained in 
    Government Auditing Standards, issued by the Comptroller General of 
    the United States.
    
    Compliance
    
        As part of obtaining reasonable assurance about whether Center 
    Telephone Company's financial statements are free of material 
    misstatement, we performed tests of its compliance with certain 
    provisions of laws, regulations, contracts, and grants, 
    noncompliance with which could have a direct and material effect on 
    the determination of financial statement amounts. However, providing 
    an opinion on compliance with those provisions was not an objective 
    of our audit, and accordingly, we do not express such an opinion. 
    The results of our tests disclosed no instances of noncompliance 
    that are required to be reported under Government Auditing 
    Standards. [If the CPA has issued a separate letter to the 
    management detailing immaterial instances of noncompliance, modify 
    this paragraph to include a statement such as the following: 
    However, we noted certain immaterial instances of noncompliance 
    which we have reported to the management of Center Telephone Company 
    in a separate letter dated March 2, 1999.]
    
    Internal Control Over Financial Reporting
    
        In planning and performing our audit, we considered Center 
    Telephone Company's internal control over financial reporting in 
    order to determine our auditing procedures for the purpose of 
    expressing our opinion on the financial statements and not to 
    provide assurance on the internal control over financial reporting. 
    Our consideration of the internal control over financial reporting 
    would not necessarily disclose all matters in the internal control 
    over financial reporting that might be material weaknesses. A 
    material weakness is a condition in which the design or operation of 
    one or more of the internal control components does not reduce to a 
    relatively low level the risk that misstatements in amounts that 
    would be material in relation to the financial statements being 
    audited may occur and not be detected within a timely period by 
    employees in the normal course of performing their assigned 
    functions. We noted no matters involving the internal control over 
    financial reporting and its operation that we consider to be 
    material weaknesses. [If the CPA has issued a separate letter to 
    management to communicate other matters involving the design and 
    operation of the internal control over financial reporting, modify 
    this paragraph to include a statement such as the following: 
    However, we noted other matters involving the internal control over 
    financial reporting which we have reported to the management of 
    Center Telephone Company in a separate letter dated March 2, 1999.]
        This report is intended for the information of the audit 
    committee, management, the Rural Utilities Service, and supplemental 
    lenders. However, this report is a matter of public record and its 
    distribution is not limited.
    
    Certified Public Accountants
    
    March 2, 1999
    
        Exhibit 3--Sample Report on Compliance and on Internal Control 
    over Financial Reporting, the CPA found Reportable Instances of 
    Noncompliance and Reportable Conditions were Identified
    
    Certified Public Accountants, 1600 Main Street, City, State 24105
    
    The Board of Directors
    
    Center Telephone Company
    
        We have audited the financial statements of Center Telephone 
    Company as of and for the years ended December 31, 1998 and 1997, 
    and have issued our report thereon dated March 2, 1999. We conducted 
    our audit in accordance with generally accepted auditing standards 
    and the standards applicable to financial audits contained in 
    Government Auditing Standards, issued by the Comptroller General of 
    the United States.
    
    Compliance
    
        As part of obtaining reasonable assurance about whether Center 
    County Telephone Company's financial statements are free of material 
    misstatement, we performed tests of its compliance with certain 
    provisions of laws, regulations, contracts, and grants, 
    noncompliance with which could have a direct and material effect on 
    the determination of financial statement amounts. However, providing 
    an opinion on compliance with those provisions was not an objective 
    of our audit, and accordingly, we do not express such an opinion. 
    The results of our tests disclosed instances of noncompliance that 
    are required to be reported under Government Auditing Standards. [A 
    description of the findings should be included in the report.] [If 
    the CPA has issued a separate letter to the management detailing 
    immaterial instances of noncompliance, modify this paragraph to 
    include a statement such as the following: We also noted certain 
    immaterial instances of noncompliance which we have reported to the 
    management of Center Telephone Company in a separate letter dated 
    March 2, 1999.]
    
    Internal Control Over Financial Reporting
    
        In planning and performing our audit, we considered Center 
    Telephone Company's internal control over financial reporting in 
    order to determine our auditing procedures for the purpose of 
    expressing our opinion on the financial statements and not to 
    provide assurance on the internal control over financial reporting. 
    However, we noted certain matters involving the internal control 
    over financial reporting and its operation that we consider to be 
    reportable conditions. Reportable conditions involve matters coming 
    to our attention relating to significant deficiencies in the design 
    or operation of the
    
    [[Page 38729]]
    
    internal control over financial reporting that, in our judgment, 
    could adversely affect Center Telephone Company's ability to record, 
    process, summarize and report financial data consistent with the 
    assertions of management in the financial statements. [A description 
    of the findings pertaining to reportable conditions should be 
    included in the report.]
        A material weakness is a condition in which the design or 
    operation of one or more of the internal control components does not 
    reduce to a relatively low level the risk that misstatements in 
    amounts that would be material in relation to the financial 
    statements being audited may occur and not be detected within a 
    timely period by employees in the normal course of performing their 
    assigned functions. Our consideration of the internal control over 
    financial reporting would not necessarily disclose all matters in 
    the internal control that might be reportable conditions and, 
    accordingly, would not necessarily disclose all reportable 
    conditions that are also considered to be material weaknesses. 
    However, we believe none of the reportable conditions described 
    above is a material weakness. [If conditions believed to be material 
    weaknesses are disclosed, the last sentence should be deleted and 
    instead the report should identify which of the reportable 
    conditions described above are considered to be material 
    weaknesses.][If the CPA has issued a separate letter to management 
    to communicate other matters involving the design and operation of 
    the internal control over financial reporting, modify this paragraph 
    to include a statement such as the following: We also noted other 
    matters involving the internal control over financial reporting 
    which we have reported to the management of Center Telephone Company 
    in a separate letter dated March 2, 1999.]
        This report is intended for the information of the audit 
    committee, management, the Rural Utilities Service, and supplemental 
    lenders. However, this report is a matter of public record and its 
    distribution is not limited.
    
    Certified Public Accountants
    
    March 2, 1999
    
    EXHIBIT 4--SAMPLE FINANCIAL STATEMENTS
    
    Center County Electric Cooperative Balance Sheets--December 31, 19X9 and
                           19X8 Assets (Notes 1 and 2)                      
    ------------------------------------------------------------------------
                                                   19X9            19X8     
    ------------------------------------------------------------------------
    ELECTRIC PLANT: (Note 3)                                                
        In Service--at cost.................      $9,524,646      $9,365,264
        Construction Work in Progress.......         407,943         317,166
                                             -------------------------------
                                                   9,932,589       9,682,430
        Less: Accumulated Provisions for                                    
         Depreciation.......................       3,117,629       2,917,295
                                             -------------------------------
                                                   6,814,960       6,765,135
                                             ===============================
    OTHER ASSETS AND INVESTMENTS:                                           
        Nonutility Property.................          20,227          20,227
        Investments in Associated                                           
         Organizations (Note 4).............         391,258         292,798
                                             -------------------------------
                                                     411,485         313,025
                                             ===============================
    CURRENT ASSETS:                                                         
        Cash--General Funds.................          37,350          51,544
        Cash--Construction Funds............          10,034          20,193
        Accounts Receivable (Less                                           
         accumulated provision for                                          
         uncollectible accounts of $2,207 in                                
         19X9 and $1,933 in 19X8)...........          36,527          35,255
        Materials and Supplies (at average                                  
         cost)..............................          83,652          80,882
        Other Current and Accrued Assets....           8,613           8,692
                                             -------------------------------
                                                     176,176         196,566
                                             ===============================
    DEFERRED CHARGES (Note 5):..............           5,666           1,762
                                             -------------------------------
                                                  $7,408,287      $7,276,488
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
    Center County Electric Cooperative Balance Sheets--December 31, 19X9 and
                     19X8 Equities and Liabilities (Note 1)                 
    ------------------------------------------------------------------------
                                                   19X9            19X8     
    ------------------------------------------------------------------------
    EQUITIES:                                                               
        Memberships.........................         $60,145         $59,440
        Patronage Capital (Note 6)..........       1,761,798       1,526,833
        Other Equities (Note 7).............          53,647          35,900
                                             -------------------------------
                                                   1,875,590       1,622,173
                                             ===============================
    LONG-TERM DEBT:                                                         
        RUS Mortgage Notes less current                                     
         maturities (Note 8)................       5,249,115       5,396,385
    CURRENT LIABILITIES:                                                    
        Current Maturities of Long-Term Debt         145,000         140,000
        Accounts Payable--Purchased Power...          48,916          52,117
        Accounts Payable--Other.............          21,859           6,556
        Consumer Deposits...................          32,660          33,085
    
    [[Page 38730]]
    
                                                                            
        Accrued Taxes.......................          10,958           9,146
        Other Current and Accrued                                           
         Liabilities........................          12,285           6,461
                                             -------------------------------
                                                     271,678         247,365
                                             -------------------------------
    DEFERRED CREDITS (Note 10)..............          11,904          10,565
                                             -------------------------------
                                                  $7,408,287      $7,276,488
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
     Center County Electric Cooperative Statements of Revenue and Patronage 
             Capital for the Years Ended December 31, 19X9 and 19X8         
    ------------------------------------------------------------------------
                                                   19X9            19X8     
    ------------------------------------------------------------------------
    OPERATING REVENUES......................      $1,719,467      $1,605,690
    OPERATING EXPENSES:                                                     
        Cost of Power.......................         587,729         625,411
        Distribution--Operation.............         111,058         121,682
        Distribution--Maintenance...........         158,622         182,740
        Consumer Accounts...................          76,675          72,927
        Sales...............................          38,378          40,755
        Administrative and General..........          94,682          87,058
        Depreciation and Amortization.......         288,389         279,776
        Taxes...............................          34,920          34,438
                                             -------------------------------
                                                   1,390,453       1,444,787
                                             ===============================
    OPERATING MARGINS BEFORE FIXED CHARGES           329,014         160,903
    FIXED CHARGES:                                                          
      Interest on Long-Term Debt............         113,713         115,082
                                             ===============================
    OPERATING MARGINS AFTER FIXED CHARGES...         215,301          45,821
    G&T AND OTHER CAPITAL CREDITS...........          14,460          17,500
                                             ===============================
    NET OPERATING MARGINS...................         229,761          63,321
                                             ===============================
    NONOPERATING MARGINS:                                                   
    Interest Income.........................          24,289          18,802
    Other Nonoperating Income...............           1,200           1,200
                                             -------------------------------
                                                      25,489          20,002
                                             ===============================
    NET MARGINS.............................         255,250          83,323
    PATRONAGE CAPITAL--BEGINNING OF YEAR....       1,526,833       1,469,125
                                             ===============================
                                                   1,782,083       1,552,448
    RETIREMENT OF CAPITAL CREDITS...........          20,285          25,615
                                             -------------------------------
    PATRONAGE CAPITAL--END OF YEAR..........      $1,761,798      $1,526,833
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
       Center County Electric Cooperative Statements of Cash Flows for the  
                     Years Ended December 31, 19X9 and 19X8                 
    ------------------------------------------------------------------------
                                                 19 x 9           19 x 8    
    ------------------------------------------------------------------------
    CASH FLOWS FROM OPERATING ACTIVITIES:                                   
        Cash Received from Consumers......      $1,721,496       $1,609,933 
        Cash Paid to Suppliers and                                          
         Employees........................      (1,049,139)      (1,126,367)
        Interest Received.................          24,289           18,802 
        Interest Paid.....................        (114,131)        (115,607)
        Taxes Paid........................         (33,108)         (32,132)
                                           ---------------------------------
        Net Cash Provided by Operating                                      
         Activities.......................         549,407          354,629 
                                           =================================
    CASH FLOWS FROM INVESTING ACTIVITIES:                                   
        Construction and Acquisition of                                     
         Plant............................        (322,234)        (216,427)
    
    [[Page 38731]]
    
                                                                            
        Plant Removal Costs...............         (25,994)         (19,268)
        Materials Salvaged from                                             
         Retirements......................          10,014            7,327 
        (Increase)/Decrease In:                                             
            Materials Inventory...........          (2,770)           1,916 
            Deferred Charges-Preliminary                                    
             Survey & Investigation.......          (3,486)          (2,617)
            Investments-CFC Capital Term                                    
             Certificates.................         (82,472)         (69,412)
        Inventory Adjustment-Deferred                                       
         Credit Decrease..................          (2,290)          (1,057)
                                           ---------------------------------
        Net Cash Used in Investing                                          
         Activities.......................        (429,232)        (299,538)
                                           =================================
    CASH FLOWS FROM FINANCING ACTIVITIES:                                   
        Retirements of Patronage Capital                                    
         Credits..........................         (20,285)         (25,615)
        Retired Capital Credits--Gain.....           1,200            1,200 
        Donated Capital...................          16,547            6,178 
        RUS Loan Advances.................         174,976          197,450 
        Payments on RUS Debt..............        (317,246)        (279,575)
        Increase/(Decrease) In:                                             
            Consumer Deposits.............            (425)             575 
            Memberships Issued............             705              450 
                                           ---------------------------------
        Net Cash Used in Financing                                          
         Activities.......................        (144,528)         (99,337)
                                           ---------------------------------
        Net Increase/(Decrease) in Cash...         (24,353)         (44,246)
        Cash--Beginning of Year...........          71,737          115,983 
                                           ---------------------------------
        Cash--End of Year.................          47,384           71,737 
                                                                            
        The accompanying notes are an                                       
     integral part of these statements.                                     
                                                                            
    RECONCILIATION OF NET MARGINS TO NET                                    
     CASH PROVIDED BY OPERATING                                             
     ACTIVITIES:                                                            
    Net Margins...........................        $255,250          $83,323 
        Adjustments to Reconcile Net                                        
         Margins to Net Cash Provided by                                    
         Operating Activities:                                              
            Depreciation and Amortization.         288,389          279,776 
            G&T and Other Capital Credits                                   
             (Non-Cash)...................         (14,460)         (17,500)
            Patronage Capital Credits-                                      
             NRUCFC (Non-Cash)............          (1,528)          (1,200)
            Provision for Uncollectible                                     
             Accounts Receivable..........             274             (526)
        (Increase)/Decrease In:                                             
            Customer and Other Accounts                                     
             Receivable...................          (1,546)           2,523 
            Current and Accrued Assets-                                     
             Other........................              79              112 
        Increase/(Decrease) In:                                             
            Accounts Payable..............          12,102            5,117 
            Accrued Taxes.................           1,812            2,306 
            Deferred Energy Prepayments...           3,629            2,246 
            Current and Accrued                                             
             Liabilities-Other............           5,824           (1,023)
        Deferred Interest Expense.........            (418)            (525)
                                           ---------------------------------
          Total Adjustments...............         294,157          271,306 
                                           =================================
    Net Cash Provided by Operating                                          
     Activities...........................         549,407          354,629 
    ------------------------------------------------------------------------
    
        The accompanying notes are an integral part of these statements.
    
        Center County Electric Cooperative Notes to Financial Statements    
                     December 31, 19X9 and December 31, 19X8                
    ------------------------------------------------------------------------
                                                  19X9             19X8     
    ------------------------------------------------------------------------
    1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                          
        Include a brief description of the reporting entity's significant   
         accounting policies in accordance with Accounting Principles Board 
         Opinion No. 22, Disclosure of Accounting Policies.                 
        Disclosure of accounting policies should identify and describe the  
         accounting principles followed by the borrower and the methods of  
         applying those principles that materially affect the determination 
         of financial position, cash flow, and results of operations.       
        Disclosures of accounting policies do not have to be duplicated in  
         this section if presented elsewhere as an integral part of the     
         financial statements.                                              
    2. ASSETS PLEDGED:                                                      
        Substantially all assets are pledged as security for long-term debt 
         to RUS.                                                            
    3. ELECTRIC PLANT AND DEPRECIATION RATES AND PROCEDURES:                
        Listed below are the major classes of the electric plant as of      
         December 31, 19X9, and 19X8:                                       
    Intangible Plant......................          $2,194           $2,194 
    Distribution Plant....................       9,011,036        8,873,957 
    General Plant.........................         511,416          489,113 
                                           ---------------------------------
    Electric Plant in Service.............       9,524,646        9,365,264 
    
    [[Page 38732]]
    
                                                                            
    Construction Work in Progress.........         407,943          317,166 
                                                 9,932,589        9,682,430 
                                           =================================
    Provision has been made for depreciation of distribution plant at a     
     straight-line composite rate of 2.86 percent per annum.                
    General Plant depreciation rates have been applied on a straight-line   
     basis as follows:                                                      
        Structures and Improvement........            2.5%                  
        Office Furniture..................            6.0%                  
        Transportation Equipment..........           14.0%                  
        Power Operated Equipment..........           12.0%                  
        Other General Plant...............            4.0%                  
        Communications Equipment..........            6.0%                  
    4. INVESTMENTS IN ASSOCIATED ORGANIZATIONS:                             
        Investments in associated organizations consisted of the following  
         at December 31, 19X9 and 19X8:                                     
            Capital Term Certificates of                                    
             the National Rural Utilities                                   
             Cooperative Finance                                            
             Corporation (NRUCFC).........        $385,193         $288,261 
            NRUCFC Patronage Capital                                        
             Credits......................           5,065            3,537 
            Other.........................           1,000            1,000 
                                           ---------------------------------
                                                   391,258          292,798 
                                           =================================
     5. DEFERRED CHARGES:                                                   
        Following is a summary of amounts recorded as deferred charges as of
         December 31, 19X9 and 19X8:                                        
        Preliminary Surveys 19X0--X1 Work                                   
         Plan.............................           5,666            1,762 
                                           =================================
     6. PATRONAGE CAPITAL:                                                  
        At December 31, 19X9 and 19X8, patronage capital consisted of:      
            Assignable                            $255,250          $83,323 
            Assigned to Date..............       1,952,448        1,869,125 
                                           ---------------------------------
                                                 2,207,698        1,952,448 
            Less: Retirements to Date.....         445,900          425,615 
                                           ---------------------------------
                                                 1,761,798        1,526,833 
                                           =================================
         Under the provisions of the Mortgage Agreement, until the equities 
         and margins equal or exceed forty percent of the total assets of   
         the cooperative, the return to patrons of contributed capital is   
         generally limited to twenty-five percent of the patronage capital  
         or margins received by the cooperative in the prior calendar year. 
         The equities and margins of the cooperative represent 25.3 percent 
         of the total assets at balance sheet date. Capital credit          
         retirements in the amount of $20,285 were paid in 19X9.            
    7. OTHER EQUITIES:                                                      
        At December 31, 19X9 and 19X8,                                      
         other equities consisted of:                                       
            Retired Capital Credits--Gain.         $36,190          $34,990 
            Donated Capital...............          17,457              910 
                                           ---------------------------------
                                                    53,647           35,900 
                                           =================================
     8. MORTGAGE NOTES--RUS:                                                
        Long-term debt is represented by mortgage notes payable to the      
         United States of America. Following is a summary of outstanding    
         long-term debt as of December 31, 19X9 and 19X8:                   
            2% Notes due March 31, 19X5...      $1,057,155       $1,098,700 
            2% Notes due December 31, 19X6       2,485,927        2,502,370 
            5% Notes due December 31, 19X6       1,851,033        1,935,315 
            Less: Current Maturities......        (145,000)        (140,000)
                                           ---------------------------------
                                                 5,249,115        5,396,385 
                                           =================================
    Unadvanced loan funds of $285,600 are available to the cooperative on   
     loan commitments from RUS.                                             
        Principal and interest installments on the above notes are due      
         quarterly in equal amounts of $99,600. As of December 31, 19X9,    
         annual maturities of long-term debt outstanding for the next five  
         years are as follows:                                              
            19X0..........................        $145,000                  
            19X1..........................         150,000                  
            19X2..........................         151,500                  
            19X3..........................         154,000                  
            19X4..........................         155,000                  
        Advance payments of $252,300 may be applied to the installments.    
    9. PENSION PLAN:                                                        
        Substantially all of the employees of the Cooperative are covered by
         the ABC Retirement and Security Program, a multiemployer plan.     
         Pension expense for the years ended 19X9 and 19X8 was $22,400.00   
         and $20,400.00, respectively.                                      
    10. DEFERRED CREDITS:                                                   
        Following is a summary of the amounts recorded as deferred credits  
         as of December 31, 19X9 and 19X8:                                  
            Customer Energy Payments......          $6,694           $3,065 
            Inventory Adjustment..........           5,210            7,500 
                                           ---------------------------------
    
    [[Page 38733]]
    
                                                                            
                                                    11,904           10,565 
                                           =================================
     11. LITIGATION:                                                        
        The cooperative is a defendant in an action in which the plaintiff  
         claims damages totaling $200,000 for personal injuries sustained.  
         The action has been dismissed by the District Court, but is on     
         appeal before the State Supreme Court. Management is of the opinion
         that no liability will be incurred by the cooperative as a result  
         of this action.                                                    
    12. COMMITMENTS:                                                        
        Under its wholesale power agreement, the cooperative is committed to
         purchase its electric power and energy requirements from Central   
         Power Cooperative, Inc., until December 31, 19XX. The rates paid   
         for such purchases are subject to review annually.                 
    ------------------------------------------------------------------------
    
        14. Appendix C To Part 1773 is revised to read as follows:
    
    Appendix C to Part 1773--Illustrative Independent Auditor's 
    Management Letter for Electric Borrowers
    
        RUS requires that CPAs auditing RUS borrowers provide a 
    management letter in accordance with Sec. 1773.33. This letter must 
    be signed by the CPA, bear the same date as the auditor's report, 
    and be addressed to the borrower's board of directors.
        Illustrative Independent Auditors' Management Letter for 
    Electric Borrowers
    
    March 2, 1999
    
    Board of Directors
    
    [Name of Borrower]
    
    [City, State]
    
        We have audited the financial statements of [Name of Borrower] 
    for the year ended December 31, 1998, and have issued our report 
    thereon dated March 2, 1999. We conducted our audit in accordance 
    with generally accepted auditing standards, the standards applicable 
    to financial audits contained in Government Auditing Standards 
    issued by the Comptroller General of the United States, and 7 CFR 
    part 1773, Policy on Audits of Rural Utilities Service (RUS) 
    Borrowers. Those standards require that we plan and perform the 
    audit to obtain reasonable assurance about whether the financial 
    statements are free of material misstatement.
        In planning and performing our audit of the financial statements 
    of [Name of Borrower] for the year ended December 31, 1998, we 
    considered its internal control over financial reporting in order to 
    determine our auditing procedures for the purpose of expressing an 
    opinion on the financial statements and not to provide assurance on 
    the internal control over financial reporting.
        A description of the responsibility of management for 
    establishing and maintaining the internal control over financial 
    reporting and the objectives of and inherent limitations in such 
    control is set forth in our independent auditors' report on 
    compliance and on internal control over financial reporting dated 
    March 2, 1999, and should be read in conjunction with this report.
        Our consideration of the internal control over financial 
    reporting would not necessarily disclose all matters in the internal 
    control over financial reporting that might be material weaknesses. 
    A material weakness is a condition in which the design or operation 
    of one or more of the internal control components does not reduce to 
    a relatively low level the risk that misstatements in amounts that 
    would be material in relation to the financial statements being 
    audited may occur and not be detected within a timely period by 
    employees in the normal course of performing their assigned 
    functions. We noted no matters involving the internal control over 
    financial reporting that we consider to be material weaknesses. [If 
    a material weakness was noted, refer the reader to the independent 
    auditors' report on compliance and on internal control over 
    financial reportingstructure.]
        7 CFR 1773.33 requires comments on specific aspects of the 
    internal control over financial reporting, compliance with specific 
    RUS loan and security instrument provisions, and other additional 
    matters. We have grouped our comments accordingly. In addition to 
    obtaining reasonable assurance about whether the financial 
    statements are free from material misstatements, at your request, we 
    performed tests of specific aspects of the internal control over 
    financial reporting, of compliance with specific RUS loan and 
    security instrument provisions, and of additional matters. The 
    specific aspects of the internal control over financial reporting, 
    compliance with specific RUS loan and security instrument 
    provisions, and additional matters tested include, among other 
    things, the accounting procedures and records, materials control, 
    compliance with specific RUS loan and security instrument provisions 
    set forth in 7 CFR 1773.33 (e)(1), related party transactions, 
    depreciation rates, and a schedule of deferred debits and credits, 
    upon which we express an opinion. In addition, our audit of the 
    financial statements also included the procedures specified in 7 CFR 
    1773.38--.45. Our objective was not to provide an opinion on these 
    specific aspects of the internal control over financial reporting, 
    compliance with specific RUS loan and security instrument 
    provisions, or additional matters, and accordingly, we express no 
    opinion thereon.
        No reports (other than our independent auditors' report and our 
    independent auditors' report on compliance and on internal control 
    over financial reporting, all dated March 2, 1999) or summary of 
    recommendations related to our audit have been furnished to 
    management.
        Our comments on specific aspects of the internal control over 
    financial reporting, compliance with specific RUS loan and security 
    instrument provisions, and other additional matters as required by 7 
    CFR 1773.33 are presented below.
    
    Comments on Certain Specific Aspects of the Internal Control Over 
    Financial Reporting
    
        We noted no matters regarding [Name of Borrower]'s internal 
    control over financial reporting and its operation that we consider 
    to be a material weakness as previously defined with respect to:
    
    --The accounting procedures and records [list other comments];
    --The process for accumulating and recording labor, material, and 
    overhead costs, and the distribution of these costs to construction, 
    retirement, and maintenance or other expense accounts [list other 
    comments]; and
    --The materials control [list other comments].
    
    Comments on Compliance With Specific RUS Loan and Security Instrument 
    Provisions
    
        Management's responsibility for compliance with laws, 
    regulations, contracts, and grants is set forth in our independent 
    auditors' report on compliance and on internal control over 
    financial reporting dated March 2, 1999, and should be read in 
    conjunction with this report. At your request, we have performed the 
    procedures enumerated below with respect to compliance with certain 
    provisions of laws, regulations, contracts, and grants. The 
    procedures we performed are summarized as follows:
    
    --Procedure performed with respect to the requirement to maintain 
    all funds from loans made or guaranteed by RUS in institutions whose 
    accounts are insured by an Agency of the Federal government:
    
        1. Obtained information from financial institutions with which 
    [Name of Borrower] maintains cash proceeds from loans that indicated 
    that the institutions are insured by an Agency of the Federal 
    government.
    
    --Procedures performed with respect to the requirement for a 
    borrower to obtain written approval of the mortgagee to enter into 
    any contract for the operation or maintenance of property, or for 
    the use of mortgaged property by others for the year ended December 
    31, 19X5 of [Name of Borrower]:
    
    
    [[Page 38734]]
    
    
        1. Obtained and read a borrower-prepared schedule of new written 
    contracts entered into during the year for the operation or 
    maintenance of its property, or for the use of its property by 
    others as defined in Sec. 1773.334 (e)(1)(ii).
        2. Reviewed Board of Director minutes to ascertain whether 
    board-approved written contracts are included in the borrower-
    prepared schedule.
        3. Noted the existence of written RUS [and other mortgagee] 
    approval of each contract listed by the borrower.
    
    --Procedure performed with respect to the requirement to submit RUS 
    Form 7 or Form 12 to the RUS:
    
        1. Agreed amounts reported in Form 7 or Form 12 to [Name of 
    Borrower]'s records.
        The results of our tests indicate that, with respect to the 
    items tested, [Name of Borrower] complied, except as noted below, in 
    all material respects, with the specific RUS loan and security 
    instrument provisions referred to below. The specific provisions 
    tested, as well as any exceptions noted, include the requirements 
    that:
    
    --The borrower maintains all funds from loans made or guaranteed by 
    RUS in institutions whose accounts are insured by an agency of the 
    Federal government [list all exceptions];
    --The borrower has obtained written approval of the RUS [and other 
    mortgagees] to enter into any contract for the operation or 
    maintenance of property, or for the use of mortgaged property by 
    others as defined in Sec. 1773.334 (e)(1)(ii) [list all exceptions]; 
    and
    --The borrower has submitted its Form 7 or Form 12 to the RUS and 
    the Form 7 or Form 12, Financial and Statistical Report, as of 
    December 31, 1998, represented by the borrower as having been 
    submitted to RUS is in agreement with the [Name of Borrower]'s 
    audited records in all material respects [list all exceptions] [or 
    if the audit year end is other than December 31], appears reasonable 
    based upon the audit procedures performed [list all exceptions].
    
    Comments on Other Additional Matters
    
        In connection with our audit of the financial statements of 
    [Name of Borrower], nothing came to our attention that caused us to 
    believe that [Name of Borrower] failed to comply with respect to:
    
    --The reconciliation of subsidiary plant records to the controlling 
    general ledger plant accounts addressed at 7 CFR 1773.334 (c)(1) 
    [list all exceptions];
    --The clearing of the construction accounts and the accrual of 
    depreciation on completed construction addressed at 7 CFR 1773.334 
    (c)(2) [list all exceptions];
    --The retirement of plant addressed at 7 CFR 1773.33 (c)(3) and (4) 
    [list all exceptions];
    --Sales of plant material, or scrap addressed at 7 CFR 1773.33 
    (c)(5) [list all exceptions];
    --The disclosure of material related party transactions, in 
    accordance with Statement of Financial Accounting Standards No. 57, 
    Related Party Transactions, for the year ended December 31, 1998, in 
    the financial statements referenced in the first paragraph of this 
    report addressed at 7 CFR 1773.33 (f) [list all exceptions];
    --The depreciation rates addressed at 7 CFR 1773.334 (g) [list all 
    exceptions]; and
    --The detailed schedule of deferred debits and deferred credits.
    
        Our audit was made for the purpose of forming an opinion on the 
    basic financial statements taken as a whole. The detailed schedule 
    of deferred debits and deferred credits required by 7 CFR 1773.33 
    (h) and provided below is presented for purposes of additional 
    analysis and is not a required part of the basic financial 
    statements. This information has been subjected to the auditing 
    procedures applied in our audit of the basic financial statements 
    and, in our opinion, is fairly stated in all material respects in 
    relation to the basic financial statements taken as a whole.
        [The detailed schedule of deferred debits and deferred credits 
    would be included here. The total amount of deferred debits and 
    deferred credits as reported in the schedule must agree with the 
    totals reported on the Balance Sheet under the specific captions of 
    ``Deferred Debits'' and ``Deferred Credits''. Those items that have 
    been approved, in writing, by RUS should be clearly indicated.]
        This report is intended solely for the information and use of 
    the board of directors, management, and the RUS and supplemental 
    lenders. However, this report is a matter of public record and its 
    distribution is not limited.
    
    Certified Public Accountants
    
        15. Appendix D To Part 1773 is added to read as follows:
    
    Appendix D to Part 1773--Illustrative Independent Auditor's 
    Management Letter for Telecommunications Borrowers
    
        RUS requires that CPAs auditing RUS borrowers provide a 
    management letter in accordance with Sec. 1773.33. This letter must 
    be signed by the CPA, bear the same date as the auditor's report, 
    and be addressed to the borrower's board of directors.
    
    Illustrative Independent Auditors' Management Letter for 
    Telecommunications Borrowers
    
    March 2, 1999
    
    Board of Directors
    
    [Name of Borrower]
    [City, State]
    
        We have audited the financial statements of [Name of Borrower] 
    for the year ended December 31, 1998, and have issued our report 
    thereon dated March 2, 1999. We conducted our audit in accordance 
    with generally accepted auditing standards, the standards applicable 
    to financial audits contained in Government Auditing Standards 
    issued by the Comptroller General of the United States, and 7 CFR 
    part 1773, Policy on Audits of Rural Utilities Service (RUS) 
    Borrowers. Those standards require that we plan and perform the 
    audit to obtain reasonable assurance about whether the financial 
    statements are free of material misstatement.
        In planning and performing our audit of the financial statements 
    of [Name of Borrower] for the year ended December 31, 1998, we 
    considered its internal control over financial reporting in order to 
    determine our auditing procedures for the purpose of expressing an 
    opinion on the financial statements and not to provide assurance on 
    the internal control over financial reporting.
        A description of the responsibility of management for 
    establishing and maintaining the internal control over financial 
    reporting and the objectives of and inherent limitations in such 
    control is set forth in our independent auditors' report on 
    compliance and on internal control over financial reporting dated 
    March 2, 1999, and should be read in conjunction with this report.
        Our consideration of the internal control over financial 
    reporting would not necessarily disclose all matters in the internal 
    control over financial reporting that might be material weaknesses. 
    A material weakness is a condition in which the design or operation 
    of one or more of the internal control components does not reduce to 
    a relatively low level the risk that misstatements in amounts that 
    would be material in relation to the financial statements being 
    audited may occur and not be detected within a timely period by 
    employees in the normal course of performing their assigned 
    functions. We noted no matters involving the internal control over 
    financial reporting that we consider to be material weaknesses. [If 
    a material weakness was noted, refer the reader to the independent 
    auditors' report on compliance and on internal control over 
    financial reporting.]
        7 CFR 1773.33 requires comments on specific aspects of the 
    internal control over financial reporting, compliance with specific 
    RUS loan and security instrument provisions, and other additional 
    matters. We have grouped our comments accordingly. In addition to 
    obtaining reasonable assurance about whether the financial 
    statements are free from material misstatements, at your request, we 
    performed tests of specific aspects of the internal control over 
    financial reporting, of compliance with specific RUS loan and 
    security instrument provisions, and of additional matters. The 
    specific aspects of the internal control over financial reporting, 
    compliance with specific RUS loan and security instrument 
    provisions, and additional matters tested include, among other 
    things, the accounting procedures and records, materials control, 
    compliance with specific RUS loan and security instrument provisions 
    set forth in 7 CFR 1773.33 (e)(2), and related party transactions. 
    In addition, our audit of the financial statements also included the 
    procedures specified in 7 CFR 1773.38-.45. Our objective was not to 
    provide an opinion on these specific aspects of the internal control 
    over financial reporting, compliance with specific RUS loan and 
    security instrument provisions, or additional matters, and 
    accordingly, we express no opinion thereon.
        No reports (other than our independent auditors' report, and our 
    independent auditors' report on compliance and on internal control 
    over financial reporting, all dated March 2, 1999) or summary of 
    recommendations related to our audit have been furnished to 
    management.
    
    [[Page 38735]]
    
        Our comments on specific aspects of the internal control over 
    financial reporting, compliance with specific RUS loan and security 
    instrument provisions, and other additional matters as required by 7 
    CFR 1773.33 are presented below.
    
    Comments On Certain Specific Aspects of the Internal Control Over 
    Financial Reporting
    
        We noted no matters regarding [Name of Borrower]'s internal 
    control over financial reporting and its operation that we consider 
    to be a material weakness as previously defined with respect to:
    
    --The accounting procedures and records [list other comments];
    --The process for accumulating and recording labor, material, and 
    overhead costs, and the distribution of these costs to construction, 
    retirement, and maintenance or other expense accounts [list other 
    comments]; and
    --The materials control [list other comments].
    
    Comments On Compliance With Specific RUS Loan and Security Instrument 
    Provisions
    
        Management's responsibility for compliance with laws, 
    regulations, contracts, and grants is set forth in our independent 
    auditors' report on compliance and on internal control over 
    financial reporting dated March 2, 1999, and should be read in 
    conjunction with this report. At your request, we have performed the 
    procedures enumerated below with respect to compliance with certain 
    provisions of laws, regulations, contracts, and grants. The 
    procedures we performed are summarized as follows:
    
    --Procedure performed with respect to the requirement to maintain 
    all funds in institutions whose accounts are insured by an Agency of 
    the Federal government:
    
        1. Obtained information from financial institutions with which 
    [Name of Borrower] maintains funds that indicated that the 
    institutions are insured by an agency of the Federal government.
    
    --Procedures performed with respect to the requirement for a 
    borrower to obtain written approval of the mortgagee to enter into 
    any contract for the operation or maintenance of property, for the 
    use of mortgaged property by others, or for services pertaining to 
    toll traffic, operator assistance, or switching for the year ended 
    December 31, 1998 of [Name of Borrower]:
    
        1. Obtained and read a borrower-prepared schedule of new written 
    contracts entered into during the year for the operation or 
    maintenance of its property, for the use of its property by others, 
    or for services pertaining to toll traffic, operator assistance, or 
    switching as defined in Sec. 1773.33 (e)(2)(i).
        2. Reviewed Board of Director minutes to ascertain whether 
    board-approved written contracts are included in the borrower-
    prepared schedule.
        3. Noted the existence of written RUS [and other mortgagee] 
    approval of each contract listed by the borrower.
    
    --Procedure performed with respect to the requirement to submit RUS 
    Form 479 to the RUS:
    
        1. Agreed amounts reported in Form 479 to [Name of Borrower]'s 
    records.
    
    --Procedure performed with respect to funded reserve and net plant 
    to secured debt ratio requirements:
    
        1. Reviewed loan security instrument to ascertain which 
    condition was elected by the borrower.
        2. If the funded reserve option was selected, review financial 
    institution records to verify the existence of a separate bank 
    account for the reserve, and determine that it was funded within one 
    year of approval of release of funds and that it remained funded 
    over the composite economic life of the facilities financed.
        3. If the net plant to secured debt ratio option was selected, 
    calculate the ratio and confirm that the 1.2 ratio was achieved one 
    year following the first advance of loan funds.
        The results of our tests indicate that, with respect to the 
    items tested, [Name of Borrower] complied, except as noted below, in 
    all material respects, with the specific RUS loan and security 
    instrument provisions referred to below. The specific provisions 
    tested, as well as any exceptions noted, include the requirements 
    that:
    
    --The borrower maintains all funds in institutions whose accounts 
    are insured by an agency of the Federal government [list all 
    exceptions];
    --The borrower has obtained written approval of the RUS [and other 
    mortgagees] to enter into any contract for the operation or 
    maintenance of property, for the use of mortgaged property by 
    others, or for services pertaining to toll traffic, operator 
    assistance, or switching as defined in Sec. 1773.33(e)(2)(i) [list 
    all exceptions]; and
    --The borrower has submitted its Form 479 to the RUS and the Form 
    479, Financial and Statistical Report, as of December 31, 1999, 
    represented by the borrower as having been submitted to RUS is in 
    agreement with the [Name of Borrower]'s audited records in all 
    material respects [list all exceptions] [or if the audit year end is 
    other than December 31], appears reasonable based upon the audit 
    procedures performed [list all exceptions].
    
    Comments on Other Additional Matters
    
        In connection with our audit of the financial statements of 
    [Name of Borrower], nothing came to our attention that caused us to 
    believe that [Name of Borrower] failed to comply with respect to:
    
    --The reconciliation of subsidiary plant records to the controlling 
    general ledger plant accounts addressed at 7 CFR 1773.33(c)(1) [list 
    all exceptions];
    --The clearing of the construction accounts and the accrual of 
    depreciation on completed construction addressed at 7 CFR 
    1773.33(c)(2) [list all exceptions];
    --The retirement of plant addressed at 7 CFR 1773.33(c)(3) and (4) 
    [list all exceptions];
    --Sales of plant material, or scrap addressed at 7 CFR 1773.33(c)(5) 
    [list all exceptions]; and
    --The disclosure of material related party transactions, in 
    accordance with Statement of Financial Accounting Standards No. 57, 
    Related Party Transactions, for the year ended December 31, 1999, in 
    the financial statements referenced in the first paragraph of this 
    report addressed at 7 CFR 1773.33(f) [list all exceptions].
    
        This report is intended solely for the information and use of 
    the board of directors, management, and the RUS and supplemental 
    lenders. However, this report is a matter of public record and its 
    distribution is not limited.
    
    Certified Public Accountants
    
        Dated: July 8, 1998.
    Jill Long Thompson,
    Under Secretary, Rural Development.
    [FR Doc. 98-18758 Filed 7-16-98; 8:45 am]
    BILLING CODE 3410-15-P
    
    
    

Document Information

Effective Date:
7/17/1998
Published:
07/17/1998
Department:
Rural Utilities Service
Entry Type:
Rule
Action:
Final rule.
Document Number:
98-18758
Dates:
July 17, 1998.
Pages:
38720-38735 (16 pages)
RINs:
0572-AA93
PDF File:
98-18758.pdf
CFR: (9)
7 CFR 1717.609
7 CFR 1773.2
7 CFR 1773.3
7 CFR 1773.5
7 CFR 1773.6
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