```

[Code of Federal Regulations]
[Title 7, Volume 11, Parts 1600 to 1899]
[Revised as of January 1, 2000]
From the U.S. Government Printing Office via GPO Access
[CITE: 7CFR1773]

[Page 900-931]
 
PART 1773--POLICY ON AUDITS OF RUS BORROWERS

                      Subpart A--General Provisions

Sec.
1773.1  General.
1773.2  Definitions.

                    Subpart B--RUS Audit Requirements

1773.3  Annual audit.
1773.4  Borrower responsibilities.
1773.5  Qualifications of CPA.
1773.6  Audit agreement.
1773.7  Audit standards.
1773.8  Audit date.
1773.9  Disclosure of irregularities and illegal acts.
1773.10  Access to audit-related documents.
1773.11-1773.19  [Reserved]

    Subpart C--RUS Requirements for the Submission and Review of the 
  Auditor's Report, Report on Compliance, Report on Compliance and on 
    Internal Controls Over Financial Reporting, and Management Letter

1773.20  CPA's submission of the auditor's report, report on compliance, 
          report on compliance and on internal controls over financial 
          reporting, and management letter.
1773.21  Borrower's review and submission of the auditor's report, 
          report on compliance, report on compliance and on internal 
          controls over financial reporting, and management letter.
1773.22-1773.29  [Reserved]

                  Subpart D--RUS Reporting Requirements

1773.30  General.
1773.31  Auditor's report.
1773.32  Report on compliance and on internal control over financial 
          reporting.
1773.33  Management letter.
1773.34-1773.37  [Reserved]

       Subpart E--RUS Required Audit Procedures and Documentation

1773.38  Scope of engagement.
1773.39  Utility plant and accumulated depreciation.
1773.40  Regulatory assets.
1773.41  Extraordinary retirement losses.
1773.42  Clearing accounts.
1773.43  Capital and equity accounts.
1773.44  Long-term debt.
1773.45  Regulatory liabilities.
1773.46-1773.49  [Reserved]

Appendix A to **Part** 1773--Sample Auditor's Report for an Electric 
          Cooperative
Appendix B to **Part** 1773--Sample Auditor's Report for a Class A or B 
          Commercial Telephone Company
Appendix C to **Part** 1773--Illustrative Independent Auditor's Management 
          Letter for Electric Borrowers
Appendix D to **Part** 1773--Illustrative Independent Auditor's Management 
          Letter for Telecommunications Borrowers

    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.).

    Source: 56 FR 63360, Dec. 3, 1991, unless otherwise noted.

    Editorial Note: Nomenclature changes to **part** 1773 appear at 63 FR 
38722, July 17, 1998.

                      Subpart A--General Provisions

Sec. 1773.1  General.

    (a) This **part** implements those standard provisions of the security 
instrument utilized by the Rural Utilities Service (RUS) for both 
electric and telephone borrowers and by the Rural Telephone Bank (RTB) 
for its telephone borrowers. The provisions require borrowers to prepare 
and furnish to RUS, at least once during each 12-month period, a full 
and complete report of its financial condition, operations, and cash 
flows, in form and substance satisfactory to RUS, audited and certified 
by an independent certified public accountant (CPA), satisfactory to 
RUS, and accompanied by a

[[Page 901]]

report of such audit, in form and substance satisfactory to RUS.
    (b) This **part** 1773 applies to both RUS and RTB borrowers. For the 
purposes of RTB borrowers, as used in this **part** 1773, RUS means RTB and 
Administrator means Governor unless the text indicates otherwise.
    (c) This **part** complies with the 1994 revision of Government Auditing 
Standards, issued by the Comptroller General of the United States, 
United States General Accounting Office.
    (d) An auditor's report, report on compliance, report on compliance 
and on internal controls over financial reporting, and management letter 
are required to meet the reporting provisions of the RUS security 
instrument.
    (1) The auditor's report must state that the audit was conducted in 
accordance with generally accepted government auditing standards 
(GAGAS).
    (2) The management letter must state that the audit was conducted in 
accordance with this **part**.
    (3) A report of the audit, in form and substance satisfactory to 
RUS, cannot be issued unless and until an audit has been performed in 
accordance with GAGAS and this **part**.
    (4) A borrower is in violation of provisions of its security 
instrument with RUS if the borrower fails to provide an audit performed 
in compliance with GAGAS and this **part**. RUS security instruments 
normally provide for notice and an opportunity to cure such violations 
before RUS can exercise certain remedies.
    (5) A report prepared in connection with a review or compilation of 
financial statements, as defined in Statement of Standards for 
Accounting and Review Services No. 1, Compilation and Review of 
Financial Statements, does not satisfy the requirements of the RUS 
security instrument.
    (6) A report, as described in Statement on Auditing Standards (SAS) 
No. 62, entitled ``Special Reports'', or in SAS No. 35, entitled 
``Special Reports--Applying Agreed-upon Procedures to Specified 
Elements, Accounts, or Items of a Financial Statement'', does not 
satisfy the RUS loan security instrument requirements.
    (7) An annual report containing audited financial statements does 
not satisfy the RUS security instrument requirements.
    (e) This **part** further implements those provisions of the standard 
RUS security instrument by setting forth the criteria for CPAs to be 
deemed satisfactory to RUS and the audit procedures and documentation 
standards that must be performed before a report of the audit 
satisfactory to RUS can be prepared and issued.

[56 FR 63360, Dec. 3, 1991, as amended at 61 FR 107, Jan. 3, 1996]

Sec. 1773.2  Definitions.

    As used in this **part**:
    Administrator means the Administrator of RUS and, as provided in 
Sec. 1773.2 (b), Governor.
    AICPA means the American Institute of Certified Public Accountants.
    Audit means an examination of financial statements by an independent 
CPA for the purpose of expressing an opinion on the fairness with which 
those statements present financial position, results of operations, and 
changes in cash flows in conformity with generally accepted accounting 
principles (GAAP) and for determining whether the borrower has complied 
with applicable laws, regulations, and contracts for those transactions 
and events reflected in the financial statements.
    BAD means the Borrower Accounting Division of RUS.
    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.
    CPA means certified public accountant. The terms CPA and CPA firm 
are used interchangeably.
    FFB means the Federal Financing Bank, an instrumentality and wholly 
owned corporation of the United States.
    GAAP means generally accepted accounting principles.
    GAGAS means generally accepted government auditing standards as set 
forth in Government Auditing Standards, Standards for Audit of 
Governmental Organizations, Programs, Activities, and Functions, issued 
by the Comptroller General of the United States.

[[Page 902]]

    GAO means the General Accounting Office.
    Governor means the Governor of the RTB.
    Illegal act has the meaning prescribed in SAS No. 54, entitled 
``Illegal Acts by Clients''.
    Irregularity has the meaning prescribed in SAS No. 53, entitled 
``The Auditor's Responsibility to Detect and Report Errors and 
Irregularities''.
    OIG means the Office of Inspector General, United States Department 
of Agriculture.
    OMB means the Office of Management and Budget.
    PCPS means the Private Companies Practice Section of the AICPA.
    REA means the Rural Electrification Administration formerly an 
agency of the United States Department of Agriculture and predecessor 
agency to RUS with respect to administering certain electric and 
telephone loan programs.
    Regulatory asset means an asset resulting from an action of a 
regulator as prescribed in Statement of Financial Accounting Standards 
(SFAS) No. 71, entitled ``Accounting for the Effects of Certain Types of 
Regulation''.
    Regulatory liability means a liability imposed on a regulated 
enterprise by an action of a regulator as prescribed in SFAS No. 71, 
entitled ``Accounting for the Effects of Certain Types of Regulation''.
    Related party has the meaning prescribed in SFAS No. 57, entitled 
``Related Party Disclosures''.
    Related party transaction has the meaning prescribed in SFAS No. 57, 
entitled ``Related Party Disclosures''.
    Reportable condition has the meaning prescribed in SAS No. 60, 
entitled ``Communication of Internal Control Structure Related Matters 
Noted in an Audit''.
    RTB means the Rural Telephone Bank.
    RUS means the Rural Utilities Service, an agency of the United 
States Department of Agriculture established pursuant to Section 232 of 
the Federal Crop Insurance Reform and Department of Agriculture 
Reorganization Act of 1994 (Pub. L. 103-354, 108 Stat. 3178), successor 
to REA with respect to administering certain electric and telephone 
programs. See 7 CFR 1700.1.
    SAS means Statement on Auditing Standards as prescribed by the 
AICPA.
    SEC Practice Section means the Securities and Exchange Commission 
Practice Section of the AICPA.
    SFAS means Statements of Financial Accounting Standards as 
prescribed by the Financial Accounting Standards Board.
    State means any state or territory of the United States, or the 
District of Columbia.
    Uniform System of Accounts means, for telephone borrowers, the 
Uniform System of Accounts for Telecommunications Companies, prescribed 
by the Federal Communications Commission and set forth at 47 CFR **part** 
32, as supplemented by RUS pursuant to 7 CFR **part** 1770, Accounting 
Requirements for RUS Telephone Borrowers, subpart B, Uniform System of 
Accounts, and, for electric borrowers, the Uniform System of Accounts 
Prescribed for Electric Borrowers of the RUS.

[56 FR 63360, Dec. 3, 1991, as amended at 59 FR 66440, Dec. 27, 1994; 60 
FR 2874, Jan. 12, 1995; 63 FR 38722, July 17, 1998]

                    Subpart B--RUS Audit Requirements

Sec. 1773.3  Annual audit.

    (a) Each borrower must have its financial statements audited 
annually by a CPA selected by the borrower and approved by RUS as set 
forth in Sec. 1773.4.
    (b) Each borrower must establish an annual as of audit date within 
twelve months of the date of receipt of the first advance of RUS or FFB 
loan funds and must prepare financial statements as of the date 
established.
    (c) Until all loans made or guaranteed by RUS have been repaid, the 
borrower must furnish three copies of the auditor's report, report on 
compliance, report on compliance and on internal controls over financial 
reporting, and management letter to RUS within 120 days of the as of 
audit date.
    (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-

[[Page 903]]

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**.
    (i) A borrower that elects to comply with this **part** must select a 
CPA that meets the qualifications set forth in Sec. 1773.5.
    (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.

[56 FR 63360, Dec. 3, 1991, as amended at 59 FR 659, Jan. 6, 1994; 63 FR 
38722, July 17, 1998]

Sec. 1773.4  Borrower responsibilities.

    (a) Selection of a qualified CPA. The borrower's board of directors 
is responsible for the selection of a qualified CPA that meets the 
requirements set forth in Sec. 1773.5. When selecting a CPA, the 
borrower should consider, among other matters:
    (1) The qualifications of CPAs available to do the work;
    (2) The CPA's experience in performing audits of utilities; and
    (3) The CPA's ability to complete the audit and submit the reports 
and management letter within 90 days of the as of audit date.
    (b) Board approval of selection. The board's approval of a CPA must 
be recorded by a board resolution that states:
    (1) The CPA meets RUS's qualifications to perform an audit; and
    (2) The borrower and CPA will enter into an audit agreement in 
accordance with Sec. 1773.6.
    (c) Notification of selection. When the initial selection or 
subsequent change of a CPA by a borrower has been made, the borrower 
must notify RUS, in writing, at least 90 days prior to the as of audit 
date.
    (1) RUS will notify the borrower, in writing, within 30 days of the 
date of receipt of such notice, if the selection or change in CPA is not 
satisfactory.
    (2) Notification to RUS that the same CPA has been selected for 
succeeding audits of the borrower's financial statements is not 
required; however, the procedures outlined in this **part** must be followed 
for each new CPA selected, even though such CPA may previously have been 
approved by RUS to audit records of other RUS borrowers. Changes in the 
name of a CPA firm are considered to be a change in the CPA.
    (d) Audit agreement. The borrower must enter into an audit agreement 
with the CPA that complies with Sec. 1773.6.
    (e) Debarment certification. The borrower is responsible for the 
receipt, from the selected CPA, of a lower tier covered transaction 
certification, as required under the provisions of Executive Orders 
12549 and 12689, Debarment and Suspension, and any rules or regulations 
issued thereunder.
    (f) Submission of auditor's report. The borrower must submit to RUS 
the required auditor's report, report on compliance, report on 
compliance and on internal controls over financial reporting, and 
management letter as set forth in Sec. 1773.21.
    (1) An annual auditor's report, report on compliance, report on 
compliance and on internal controls over financial reporting, and 
management letter that

[[Page 904]]

fail to meet the requirements detailed in this **part** will be returned to 
the borrower with a written explanation of noncompliance.
    (2) The borrower must, within 60 days of the date of the letter 
detailing the noncompliance, submit corrected reports to RUS.
    (3) If corrected reports are not received within 60 days of the date 
of the letter detailing the noncompliance, RUS may notify the borrower 
that a default has occurred under its security instrument or take other 
appropriate action. The default notice will set forth the period of time 
during which the default will be remedied.
    (g) Submission of plan of corrective action. The borrower must 
submit written comments to RUS on the findings and recommendations in 
the auditor's report, report on compliance, report on compliance and on 
internal controls over financial reporting, and management letter. The 
borrower must also submit to RUS:
    (1) A written plan for corrective action taken or planned; and
    (2) Comments on the status of corrective action taken on previously 
reported findings and recommendations.
    If corrective action is not necessary, a written statement 
describing the reason it is not should accompany the auditor's report.

Sec. 1773.5  Qualifications of CPA.

    For purposes of the RUS standard security instrument, any CPA that 
meets the qualifications criteria of this section and enters into an 
audit agreement with the borrower that complies with Sec. 1773.6, will 
be considered satisfactory to RUS.
    (a) Certification. The accountant that audits the financial 
statements of an RUS borrower must be a CPA in good standing of some 
state. The CPA does not have to be licensed by the state in which the 
borrower is located; however, the CPA must abide by the rules and 
regulations of professional conduct promulgated by the accountancy board 
of the state in which the borrower is located.
    (b) Independence. The CPA must be independent. A CPA will be 
considered independent if the CPA:
    (1) Meets the standards for independence contained in the AICPA Code 
of Professional Conduct in effect at the time the CPA's independence is 
under review;
    (2) Does not have and has not had any direct financial interest or 
any material indirect financial interest in the borrower during the 
period covered by the audit; and
    (3) Is not and was not, during the period under audit, connected 
with the borrower as a promoter, underwriter, trustee, director, 
officer, or employee.
    (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.
    (1) A CPA that receives an unqualified peer review report will be 
satisfactory to RUS provided that the CPA meets the other criteria set 
forth in this section.
    (2) If a CPA receives a qualified or adverse peer review report, the 
CPA must undergo a second peer review within 18 months of the date of 
the qualified or adverse report. A CPA that receives an unqualified 
second peer review report will be satisfactory to RUS provided that the 
CPA meets the other criteria set forth in this section.
    (3) A CPA that receives a second qualified or adverse peer review 
report will not be satisfactory to RUS.
    (4) Approved peer review programs. The following peer review 
programs are approved by RUS:
    (i) The peer review programs conducted by the AICPA;
    (ii) The peer review program conducted by the regulated audit 
program

[[Page 905]]

group of the National Conference of CPA Practitioners; and
    (iii) An independent peer review program that, in RUS's 
determination, requires its members to:
    (A) Ensure that the CPA can legally engage in the practice of 
certified public accounting;
    (B) Adhere to the quality control standards established by the 
AICPA;
    (C) Submit to peer reviews of the CPA's accounting and audit 
practice every 42 months or at such additional times as designated by 
its own executive committee; and
    (D) Ensure that all professionals in the firm, including CPAs and 
nonCPAs, take **part** in the qualifying continuing professional education 
requirements of GAGAS, as set forth in paragraphs (c)(4)(iii)(D)(1) and 
(c)(4)(iii)(D)(2). A qualified continuing professional education course 
is one which meets the standards of the AICPA.
    (1) An auditor responsible for planning, directing, conducting, or 
reporting on government audits must complete, every two years, at least 
eighty hours of continuing education and training which contributes to 
the auditor's professional proficiency. At least twenty hours must be 
completed in any one year of the two-year period; and
    (2) An individual responsible for planning, directing, and 
conducting substantial portions of the field work, or reporting on the 
government audit must complete at least 24 of the 80 hours of continuing 
education and training in subjects directly related to the government 
environment and to government auditing. If the audited entity operates 
in a specific or unique environment, auditors must receive training that 
is related to that environment.
    (5) Notification. The CPA must notify the Assistant Administrator, 
Program Accounting and Regulatory Analysis, in writing, of participation 
in a peer review program. RUS will notify the CPA within 60 days of 
receipt of this notice if the selected peer review program is 
acceptable.
    (6) Submission of reports. The CPA must submit to the Assistant 
Administrator, Program Accounting and Regulatory Analysis, a copy of any 
peer review report and accompanying letter of comment, if any, within 60 
days of the date such report and letter of comment are released by the 
peer review group.
    (i) If the peer review report indicates that a follow-up review will 
be made, the CPA must submit subsequent reports to the Assistant 
Administrator, Program Accounting and Regulatory Analysis, within 60 
days of the date such reports are released by the peer review group.
    (ii) A peer review report must be submitted to the Assistant 
Administrator, Program Accounting and Regulatory Analysis, at least once 
every 42 months, or more frequently, if required by the peer review 
program.
    (iii) A copy of the peer review report, accompanying letter of 
comment, and the partners' inspections must be made available to OIG, 
upon request.
    (7) Waiver of the peer review requirement. (i) A CPA may request 
that the Administrator, RUS, waive the peer review requirement. To be 
eligible for a waiver, the following criteria must be met:
    (A) The firm has been in existence for less than 1 year from the 
date of the request and has not been previously organized under a 
different name;
    (B) One of the partners organizing the firm has previously, within 
18 months preceding the request, worked for a firm that has been peer 
reviewed and the partner was partner-in-charge of audits of RUS 
borrowers in the previous firm;
    (C) The firm has enrolled in an approved peer review program; and
    (D) The firm agrees to have the peer review conducted within 18 
months of the date of the RUS waiver.
    (ii) Waiver requests must address each of the criteria in paragraph 
(c)(7)(i) of this section and should be submitted to the Director, 
Borrower Accounting Division.
    (d) Audit agreement. The CPA must enter into an audit agreement with 
the borrower that complies with Sec. 1773.6.

[56 FR 63360, Dec. 3, 1991, as amended at 61 FR 107, Jan. 3, 1996; 63 FR 
38722, July 17, 1998]

Sec. 1773.6  Audit agreement.

    (a) An audit agreement must be entered into between the CPA and the 
borrower. The audit agreement must set forth the auditor's 
responsibilities

[[Page 906]]

in a financial statement audit, including the responsibilities for 
testing and reporting on internal controls and compliance with laws and 
regulations and the nature of any additional testing of internal 
controls and compliance required by laws and regulations. These 
responsibilities should be contrasted with the additional procedures 
that could be performed that would result in additional assurances or 
opinions on the internal control structure and compliance with laws and 
regulations. The audit agreement must also include the following:
    (1) The borrower and the CPA acknowledge that the audit is being 
performed and the auditor's report, report on compliance, report on 
compliance and on internal controls over financial reporting, and 
management letter is being issued in order to enable the borrower to 
comply with the provisions of RUS's security instrument;
    (2) The borrower and CPA acknowledge that RUS will consider the 
borrower to be in violation of its security instrument with RUS if the 
borrower fails to have an audit performed and documented in compliance 
with GAGAS and this **part**;
    (3) The CPA represents that he/she meets the requirements under this 
**part** to be satisfactory to RUS;
    (4) The CPA will perform the audit and will prepare the auditor's 
report, report on compliance, report on compliance and on internal 
controls over financial reporting, and management letter in accordance 
with the requirements of this **part**;
    (5) The CPA will document the audit work performed in accordance 
with GAGAS, the professional standards of the AICPA, and the 
requirements of this **part**;
    (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) The CPA will follow the requirements of reporting irregularities 
and illegal acts as outlined in Sec. 1773.9.
    (b) The audit agreement may include such additional terms and 
conditions as the CPA and borrower deem appropriate, including, but not 
limited to:
    (1) The CPA will report all audit findings to the board of directors 
as required in Sec. 1773.20(b); and
    (2) The auditor's report, report on compliance, report on compliance 
and on internal controls over financial reporting, and management letter 
with copies for transmittal to RUS, and supplemental lenders, if 
applicable, will be submitted to the borrower's board of directors 
within 90 days of the as of audit date;
    (c) A copy of the audit agreement must be available at the 
borrower's office for inspection by RUS personnel. One copy of the 
current audit agreement must be maintained in the CPA's workpapers or 
permanent file.

[56 FR 63360, Dec. 3, 1991, as amended at 61 FR 108, Jan 3, 1996; 63 FR 
38722, July 17, 1998]

Sec. 1773.7  Audit standards.

    (a) The audit must be performed in accordance with GAGAS and this 
**part**. The audit must be performed in accordance with GAGAS in effect at 
the audit date unless the borrower is directed otherwise, in writing, by 
RUS.
    (b) The audit must include such tests of the accounting records and 
such other auditing procedures that are sufficient to enable the CPA to 
express an opinion on the financial statements and to issue the required 
reports on compliance and internal controls and the management letter.
    (c) Audit scope limitation. (1) The borrower will not limit the 
scope of the audit to the extent that the CPA is unable to meet RUS's 
audit requirements or to provide an unqualified opinion that the 
financial statements are presented fairly in conformity with GAAP.
    (2) The security instrument provision requiring the submission of a 
report of the audit is not satisfied if the CPA must qualify the opinion 
in the auditor's report due to limitations placed on the scope of the 
audit by the borrower.
    (3) If the CPA determines during the audit that an unqualified 
opinion cannot be issued due to a scope limitation imposed by the 
borrower, the CPA

[[Page 907]]

should use professional judgment to determine what levels of the 
borrower's management should be informed.
    (4) After informing the borrower's management, if the scope 
limitation is not adequately resolved, the CPA should immediately 
contact the Assistant Administrator, Program Accounting and Regulatory 
Analysis, RUS, U.S. Department of Agriculture, Washington, DC 20250-
1500. The Assistant Administrator, Program Accounting and Regulatory 
Analysis, will endeavor to resolve the matter with the borrower.

Sec. 1773.8  Audit date.

    (a) The annual audit must be performed as of the end of the same 
calendar month each year unless prior approval to change the as of audit 
date is obtained, in writing, from RUS.
    (1) A borrower may request a change in the as of audit date by 
writing to the appropriate RUS regional office at least 60 days prior to 
the newly requested as of audit date.
    (2) The time period between the prior as of audit date and the newly 
requested as of audit date must be no longer than twenty-four months. 
For example, a borrower that wishes to change its as of audit date from 
December 31, 19X1, to June 30, must make the change effective no later 
than June 30, 19X3.
    (b) Comparative financial statements must be prepared and audited 
for the twelve months ending as of the new audit date and for the twelve 
months immediately preceding that period.
    (c) A borrower that changes its as of audit date from December 31, 
19X1, to June 30, 19X3, must have the CPA report on statements in the 
following manner:

------------------------------------------------------------------------
                                              Statements prepared as of
       Previously issued statements                new audit date
------------------------------------------------------------------------
12/31/X1; 12/31/X0 (Statements need not be  6/30/X3; 6/30/X2
 reissued).
------------------------------------------------------------------------

Sec. 1773.9  Disclosure of irregularities and illegal acts.

    (a) In accordance with GAGAS, the CPA must design audit steps and 
procedures to provide reasonable assurance of detecting errors, 
irregularities, illegal acts, and noncompliance with the provisions of 
contracts or grant agreements that could have a direct and material 
effect on financial statement amounts.
    (b) If there is an indication that an irregularity may have occurred 
or evidence concerning the existence of a possible instance of 
noncompliance with the provisions of contracts or grant agreements that 
could have a material direct or indirect effect on the financial 
statements, the CPA must extend audit steps and procedures to obtain 
sufficient, competent evidential matter to determine whether, in fact, 
an irregularity or an instance of noncompliance has occurred and the 
effect on the borrower's financial statements.
    (c) Pursuant to the terms of its audit agreement with the borrower, 
the CPA must immediately report, in writing, all irregularities and all 
indications or instances of illegal acts, whether material or not, to:
    (1) The president of the borrower's board of directors;
    (2) The Assistant Administrator, Program Accounting and Regulatory 
Analysis; and
    (3) OIG, as follows:
    (i) For the States of Delaware, District of Columbia, Maryland, 
Pennsylvania, Virginia, West Virginia, Connecticut, Maine, 
Massachusetts, New Hampshire, New Jersey, New York, Puerto Rico, Rhode 
Island, Vermont and the Virgin Islands, report to USDA-OIG-Audit, 
Northeast Region, Regional Inspector General, 6505 Belcrest Road, room 
428-A, Hyattsville, Maryland 20782;
    (ii) For the States of Alabama, Florida, Georgia, Kentucky, 
Mississippi, North Carolina, South Carolina, and Tennessee, report to 
USDA-OIG-Audit, Southeast Region, Regional Inspector General, 401 W. 
Peachtree Street, NW., room 2328, Atlanta, Georgia 30365-3520;
    (iii) For the States of Illinois, Indiana, Michigan, Minnesota, 
Ohio, and Wisconsin, report to USDA-OIG-Audit, Midwest Region, Regional 
Inspector General, 111 N. Canal Street, Suite 1130, Chicago, Illinois 
60606;
    (iv) For the States of Arkansas, Louisiana, New Mexico, Oklahoma, 
and Texas, report to USDA-OIG-Audit,

[[Page 908]]

Southwest Region, Regional Inspector General, 101 South Main, room 324, 
Temple, Texas 76501;
    (v) For the States of Colorado, Iowa, Kansas, Missouri, Montana, 
Nebraska, North Dakota, South Dakota, Wyoming, and Utah, report to USDA-
OIG-Audit, Great Plains Region, Regional Inspector General, P.O. Box 
293, Kansas City, Missouri 64141; and
    (vi) For the States of Alaska, Arizona, California, Hawaii, Idaho, 
Nevada, Oregon, Territory of Guam, Trust Territories of Pacific, and 
Washington, report to USDA-OIG-Audit, Western Region, Regional Inspector 
General, 555 Battery Street, room 511, San Francisco, California 94111.

[56 FR 63360, Dec. 3, 1991, as amended at 61 FR 108, Jan. 3, 1996]

Sec. 1773.10  Access to audit-related documents.

    Pursuant to the terms of the audit agreement, the CPA must make all 
audit-related documents, including auditors' reports, workpapers, and 
management letters available to RUS, or its designated representative, 
upon request and must permit RUS, or its designated representative, to 
photocopy all audit-related documents.

Secs. 1773.11-1773.19  [Reserved]

    Subpart C--RUS Requirements for the Submission and Review of the 
  Auditor's Report, Report on Compliance, Report on Compliance and on 
    Internal Controls Over Financial Reporting, and Management Letter

Sec. 1773.20  CPA's submission of the auditor's report, report on 
          compliance, report on compliance and on internal controls over 
          financial reporting, and management letter.

    (a) Time limit. As soon as possible after completion of the audit, 
but within 90 days of the as of audit date, the CPA should deliver the 
auditor's report, report on compliance, report on compliance and on 
internal controls over financial reporting, and management letter to the 
president of the borrower's board of directors. As a minimum, copies 
should be provided for each member of the board of directors and the 
manager. Further, three copies must be provided to the borrower for 
transmittal to RUS.
    (b) Communication with the board of directors. In addition to 
providing sufficient copies of the auditor's report, report on 
compliance, report on compliance and on internal controls over financial 
reporting, and management letter for each member of the borrower's board 
of directors, RUS requires that the CPA report all audit findings to the 
borrower's board of directors. RUS recommends that audit findings be 
communicated orally; however, the communication may be oral or written, 
at the borrower's discretion. If the information is communicated orally, 
the CPA must document the communication by appropriate memoranda or 
notations in the workpapers. If the CPA communicates in writing, a copy 
of the written communication must be included in the CPA's audit 
workpapers or permanent file.
    (c) Matters to be communicated. Matters communicated to the board of 
directors must include, but are not limited to the matters to be 
communicated to the audit committee as prescribed in SAS No. 61, 
entitled ``Communication with Audit Committee'',:
    (1) The initial selection of and changes in significant accounting 
policies;
    (2) The methods used to account for significant or unusual 
transactions and the effects of significant accounting policies in 
controversial or emerging areas;
    (3) The process utilized by management to formulate significant 
accounting estimates and the basis for the CPA's conclusions regarding 
the reasonableness of these estimates;
    (4) Audit findings and recommendations, including audit adjustments 
that either individually or in the aggregate have a significant effect 
on the borrower's financial statements;
    (5) The CPA's responsibility for other information presented with 
the audited financial statements, any audit procedures performed, and 
the results thereof;

[[Page 909]]

    (6) Any disagreements with management, whether or not satisfactorily 
resolved, concerning matters that individually or in the aggregate may 
be significant to the borrower's financial statements or the auditor's 
report, report on compliance, report on compliance and on internal 
controls over financial reporting, or management letter;
    (7) Significant matters that were the subject of consultations with 
other accountants;
    (8) Significant issues discussed with management with regard to the 
initial or recurring retention of the CPA; and
    (9) Any serious difficulties encountered in dealing with management 
during the performance of the audit.

[56 FR 63360, Dec. 3, 1991, as amended at 59 FR 659, Jan. 6, 1994]

Sec. 1773.21  Borrower's review and submission of the auditor's report, 
          report on compliance, report on compliance and on internal 
          controls over financial reporting, and management letter.

    (a) The borrower's board of directors should note and record receipt 
of the auditor's report, report on compliance, report on compliance and 
on internal controls over financial reporting, and management letter and 
any action taken in response to the reports or management letter in the 
minutes of the board meeting at which such reports and management letter 
are presented.
    (b) The borrower must furnish RUS with three copies of the auditor's 
report, report on compliance, report on compliance and on internal 
controls over financial reporting, and management letter within 120 days 
of the as of audit date. Any provision in RUS's security instrument that 
requires such documents to be furnished to RUS in a shorter period of 
time may be disregarded.
    (c) The borrower must furnish RUS with three copies of its plan for 
corrective action, if any, within 180 days of the as of audit date.
    (d) The borrower must furnish RUS, within 120 days of the as of 
audit date, with a copy of each special report, summary of 
recommendations or similar communications, if any, received from the CPA 
as a result of the audit.

[56 FR 63360, Dec. 3, 1991, as amended at 59 FR 659, Jan. 6, 1994]

Secs. 1773.22-1773.29  [Reserved]

                  Subpart D--RUS Reporting Requirements

Sec. 1773.30  General.

    (a) The CPA must prepare the following:
    (1) An auditor's report, examples of which are set forth in 
appendixes A, exhibit 1 (Electric), and B, exhibit 1 (Telephone) of this 
**part** 1773;
    (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.
    (b) The CPA should deliver the auditor's report, report on 
compliance, report on compliance and on internal controls over financial 
reporting, and management letter (with copies as required in 
Sec. 1773.20) to the borrower as soon as possible after completion of 
the audit but not more than 90 days after the as of audit date.

[56 FR 63360, Dec. 3, 1991, as amended at 63 FR 38723, July 17, 1998]

Sec. 1773.31  Auditor's report.

    The CPA must prepare a written report on comparative balance sheets, 
statements of revenue and patronage capital (or income and retained 
earnings, depending upon the structure of the borrower) and statements 
of cash flows. This report must be signed by the CPA, cover all 
statements presented, and refer to the separate reports on internal 
controls and on compliance with laws and regulations issued in 
conjunction with the 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

[[Page 910]]

over financial reporting issued in conjunction with the auditor's 
report.

[61 FR 108, Jan. 3, 1996, as amended at 63 FR 38723, July 17, 1998]

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.

[63 FR 38723, July 17, 1998]

Sec. 1773.33  Management letter.

    The CPA must prepare a management letter that includes, at a 
minimum, comments on:
    (a) Audit procedures. State whether the audit has been performed in 
accordance with this **part**;
    (b) Special reports. State whether any special reports, summaries of 
recommendations, or similar communications were furnished to the 
borrower's management during the course of the audit or during interim 
audit work, and provide a description of the information furnished;
    (c) Accounting and records. Comment on the adequacy and 
effectiveness of the borrower's accounting procedures, discuss the 
general condition of the records, and outline any recommendations for 
improvement. Comment on the adequacy and fairness of the methods used in 
accumulating and recording labor, material, and overhead costs, and the 
distribution of these costs to construction, retirement, and maintenance 
or other expense accounts, and where appropriate, include:
    (1) Whether subsidiary plant records agree with the controlling 
general ledger plant accounts;
    (2) Whether construction clearing accounts are cleared promptly of 
costs of completed construction to the proper classified plant accounts 
and whether

[[Page 911]]

depreciation was accrued on such completed construction from the date 
the plant was placed in service;
    (3) Whether retirements of plant are currently and systematically 
recorded and properly priced;
    (4) Whether all costs associated with retirements of plant are 
properly accounted for in the accumulated provision for depreciation 
accounts and comment on any unusual charges or credits to such accounts; 
and
    (5) Whether RUS approval was obtained for a sale requiring such 
approval, and whether receipts from sales of plant, material or scrap 
were not handled in conformance with RUS requirements.
    (d) Materials control. Comment on the adequacy of the control over 
materials and supplies.
    (e) Compliance with RUS loan and security instrument provisions. 
State whether the following provisions of RUS's loan and security 
instruments have been complied with:
    (1) For electric borrowers, provisions relating to:
    (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:
    (A) Management contracts in which the borrower has contracted to 
have another borrower or other entity manage its affairs;
    (B) Management contracts in which the borrower has contracted to 
manage another borrower or other utility system;
    (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 borrower.
    (D) Operations and maintenance contracts in which the borrower has 
contracted to operate and maintain the physical plant facilities of 
another borrower or other utility system; and
    (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) For telephone borrowers, provisions relating to:
    (i) The requirement for a borrower to obtain written approval of the 
mortgagees to enter into any contract for the operation or maintenance 
of property and for the use of mortgaged property by others, or for 
services pertaining to toll traffic, operator assistance, or switching. 
For purposes of this **part** 1773, the following contracts shall be deemed 
as requiring RUS approval:
    (A) Any contract, agreement or lease between the borrower and an 
affiliate other than as allowed under 7 CFR **part** 1744, subpart E;
    (B) Any lease of a building or land; and
    (C) Any other contract as defined in Sec. 1773.34 (e)(2)(i) except:
    (1) Industry standard traffic settlement agreements involving 
interexchange and long distance carriers which, in form and substance, 
conform with contracts in general use in the telecommunications 
industry;
    (2) Billing and collecting agreements;
    (3) Toll pooling arrangements involving National Exchange Carrier 
Association and state associations;
    (4) Directory services agreements; and

[[Page 912]]

    (5) Joint use agreements;
    (ii) 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** 1773, funds shall be defined as cash on deposit in 
demand and time accounts, and certificates of deposit; and
    (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 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.
    (f) Related party transactions. State whether all material related 
party transactions have been disclosed in the notes to the financial 
statements in accordance with SFAS No. 57, entitled ``Related Party 
Disclosures''. If the audit did not disclose any related party 
transactions considered to be material, either individually or in the 
aggregate, so state;
    (g) Depreciation rates. For electric borrowers, comment when the 
depreciation rates used in computing monthly accruals are not in 
compliance with RUS requirements (See RUS Bulletin 183-1, Depreciation 
Rates and Procedures), which require the use of depreciation rates that 
are within the ranges established by RUS for each primary plant account, 
or with the requirements of the State regulatory body having 
jurisdiction over the borrower's depreciation rates; and
    (h) Deferred debits and deferred credits. For electric borrowers, 
provide a detailed analysis of the totals reported as deferred debits 
and deferred credits, including, but not limited to, margin 
stabilization plans, revenue deferral plans, and expense deferrals. The 
CPA must state whether RUS has approved, in

[[Page 913]]

writing, each regulatory asset and liability.

[56 FR 63360, Dec. 3, 1991, as amended at 59 FR 659, Jan. 6, 1994; 61 FR 
108, Jan. 3, 1996. Redesignated and amended at 63 FR 38723, July 17, 
1998; 63 FR 40169, July 28, 1998]

Secs. 1773.34-1773.37  [Reserved]

       Subpart E--RUS Required Audit Procedures and Documentation

Sec. 1773.38  Scope of engagement.

    (a) RUS requires that the audit procedures set forth in 
Secs. 1773.39 through 1773.45 be performed annually by the CPA during 
the audit of the RUS borrowers' financial statements, which audit 
procedures may be in addition to the conduct of a GAGAS audit.
    (b) The CPA must exercise professional judgment in determining 
whether any auditing procedures in addition to those mandated by GAGAS 
or this **part** should be performed in order to afford a reasonable basis 
for rendering the auditor's report, report on compliance, report on 
compliance and on internal controls over financial reporting, and 
management letter.

Sec. 1773.39  Utility plant and accumulated depreciation.

    (a) General. The audit of these accounts must include tests of 
additions, replacements, retirements, and changes. Based upon the CPA's 
determination of materiality, an appropriate sample of transactions must 
be selected for testing. The CPA's workpapers must document that he/she:
    (1) Examined direct labor and material transactions to determine 
whether the borrower's accounting records reflect a complete 
accumulation of costs;
    (2) Examined indirect costs and overhead charges to determine if 
they conform to the Uniform System of Accounts;
    (3) Reviewed the costs of completed construction and retirement 
projects to determine if they were cleared promptly from the work in 
progress accounts to the classified plant in service accounts and the 
related depreciation reserves;
    (4) Examined direct purchases of special equipment and general 
plant;
    (5) Determined the degree of accuracy and control of costing 
retirements, including tests of salvage and removal costs;
    (6) Reviewed the borrower's work order procedures; and
    (7) Reviewed depreciation rates for adequate support, compared them 
to RUS guidelines, and determined if they are in compliance.
    (b) Construction work in progress. (1) The workpapers must include a 
summary of open work orders reconciled to the general ledger. The CPA 
must note on the summary any unusual or nontypical projects.
    (2) Based upon the CPA's determination of materiality, an 
appropriate sample of work orders must be selected for testing. The 
CPA's workpapers must document that he/she:
    (i) Reviewed equipment purchases charged to work orders, including 
payments and receiving reports;
    (ii) Reviewed contracts showing the scope of the work, the nature of 
the contract, the contract amount, and scheduled payments and reviewed 
supporting documents to determine that all services contracted for were 
in fact rendered;
    (iii) Reviewed time cards and pay rates for several employees who 
allocate their time to work orders;
    (iv) Reviewed the nature of material and supplies issued to the 
project, traced amounts and quantities to supporting documents, and 
reviewed the reasonableness of clearing rates for assignment of stores 
expense to the work order;
    (v) Reviewed the accuracy of the computation of overheads applied to 
the work order; and
    (vi) Reviewed other costs charged to the work order for support and 
propriety.
    (3) Based upon the CPA's determination of materiality, an 
appropriate sample of completed contracts must be selected for testing. 
The CPA's workpapers must document that he/she:
    (i) Scheduled payments to contractors and traced to verify payments 
and supporting invoices;
    (ii) Traced contract costs to final closeout documents, to the 
general

[[Page 914]]

ledger, and to the continuing property records; and
    (iii) Verified the costs of owner furnished materials, if 
applicable.
    (4) The CPA must review the borrower's procedures for unitization 
and classification of work order and contract costs. Based upon the 
CPA's determination of materiality, an appropriate sample of 
transactions must be selected for testing. The CPA's workpapers must 
document that he/she:
    (i) Reviewed the tabulation of record units for construction from 
the work order staking sheets to the tabulation of record units, to the 
unitization sheets, and to the continuing property records;
    (ii) Reviewed the procedures for unitizing and distributing costs of 
completed construction to the plant accounts;
    (iii) Verified that standard costs were being used;
    (iv) Evaluated the basis for development of standard costs; and
    (v) Determined that costs of completed construction were cleared 
promptly from work in progress accounts.
    (c) Continuing property records. Based upon the CPA's determination 
of materiality, an appropriate sample of transactions must be selected 
for testing. The CPA's workpapers must document that he/she:
    (1) Determined whether the subsidiary plant records agree with the 
controlling general ledger plant accounts;
    (2) Noted differences in the workpapers; and
    (3) Commented, in the management letter, on any discrepancies.
    (d) Retirement work-in-progress. Based upon the CPA's determination 
of materiality, an appropriate sample of transactions must be selected 
for testing. The CPA's workpapers must document that he/she:
    (1) Determined that plant retirements are currently and 
systematically recorded and priced on the basis of the continuing 
property records, and determined that costs of removal have been 
properly accounted for;
    (2) Explained the method used in computing the cost of units of 
plant retired if continuing property records have not been established 
and determined whether costs appeared reasonable; and
    (3) Determined the manner in which net losses due to retirements 
were accounted for and traced clearing entries to the depreciation 
reserve, the plant accounts, and the continuing property records.
    (e) Provision for accumulated depreciation. The CPA's workpapers 
must include an analysis of transactions. Based upon the CPA's 
determination of materiality, an appropriate sample of transactions must 
be selected for testing. The CPA's workpapers must document that he/she:
    (1) Verified the depreciation accruals for the period, including the 
depreciation base;
    (2) Reviewed the basis of the depreciation rates, any change in 
rates and the reason therefor, and, if appropriate, determined whether 
the rates are in compliance with RUS requirements or with the 
requirements of the state regulatory body having jurisdiction over the 
borrower's depreciation rates;
    (3) Reviewed salvage and removal costs; and
    (4) Searched for unrecorded retirements.
    (f) Other reserves. The CPA's workpapers must include an account 
analysis for all other material plant reserves, such as the reserve for 
the amortization of plant acquisition adjustments. Based upon the CPA's 
determination of materiality, an appropriate sample of transactions must 
be selected for testing. The CPA's workpapers must document that 
appropriate tests of transactions were performed.
    (g) Narrative. The CPA must prepare and include in the workpapers a 
comprehensive narrative on the scope of work performed, observations 
made, and conclusions reached. Specific matters covered in this 
narrative must include:
    (1) The nature of construction and other additions;
    (2) The control over, and the accuracy of pricing retirements;
    (3) The accuracy of distributing costs to classified utility plant 
accounts;
    (4) An evaluation of the method of:

[[Page 915]]

    (i) Capitalizing the direct loadings on labor and material costs;
    (ii) Distributing transportation costs and other expense clearing 
accounts; and
    (iii) Capitalizing overhead costs;
    (5) The tests of depreciation;
    (6) A review of agreements such as those relating to acquisitions, 
property sales, and leases which affect the plant accounts; and
    (7) Notations, if applicable, of RUS approval of property sales and 
the propriety of the disposition of the proceeds.

Sec. 1773.40  Regulatory assets.

    The CPA's workpapers must document whether all regulatory assets 
comply with the requirements of SFAS No. 71. For electric borrowers 
only, the CPA's workpapers must document whether all regulatory assets 
have received RUS approval.

[59 FR 660, Jan. 6, 1994]

Sec. 1773.41  Extraordinary retirement losses.

    The CPA's workpapers must contain an analysis of retirement losses, 
including any required approval by a regulatory commission with 
jurisdiction in the matter, or RUS, in the absence of commission 
jurisdiction.

Sec. 1773.42  Clearing accounts.

    The CPA's workpapers must contain an analysis of all clearing 
accounts. Based upon the CPA's determination of materiality, an 
appropriate sample of transactions should be selected for testing. The 
CPA's workpapers must document that transactions were reviewed for 
proper allocation between expense and capital accounts.

Sec. 1773.43  Capital and equity accounts.

    (a) Capital stock. For privately owned companies, the workpapers 
must include analyses of all stock transactions during the audit period. 
Based upon the CPA's determination of materiality, an appropriate sample 
of transactions must be selected for testing. The CPA's workpapers must 
document that he/she:
    (1) Reviewed the subsidiary records and reconciled them to the 
general ledger control account;
    (2) Reviewed authorizations and issuances or redemptions of capital 
stock for proper approvals by the board of directors, stockholders, and 
regulatory commissions;
    (3) Determined that transactions were made in accordance with the 
appropriate provisions of the articles of incorporation, bylaws, and RUS 
loan documents; and
    (4) Determined that transactions were recorded in accordance with 
the Uniform System of Accounts.
    (b) Memberships. For cooperative organizations, the workpapers must 
include an analysis of the membership transactions during the audit 
period. Based upon the CPA's determination of materiality, an 
appropriate sample of transactions must be selected for testing. The 
CPA's workpapers must document that he/she:
    (1) Reviewed the subsidiary records and reconciled them to the 
general ledger control account; and
    (2) Determined that transactions were made in accordance with the 
appropriate provisions of the articles of incorporation, bylaws, and RUS 
loan documents.
    (c) Patronage capital, retained earnings, margins, and other 
equities. The workpapers must include an analysis of the patronage 
capital, retained earnings, margins and other equities, and any related 
reserve accounts. Based upon the CPA's determination of materiality, an 
appropriate sample of transactions must be selected for testing. The 
CPA's workpapers must document that he/she:
    (1) Determined that the transactions were made in accordance with 
the appropriate provisions of the articles of incorporation, bylaws, RUS 
loan documents, Uniform System of Accounts, or orders of regulatory 
commissions;
    (2) Traced payments to underlying support; and
    (3) Determined whether, under the terms of the RUS security 
instrument, restrictions of retained earnings or margins are required 
and, if so, whether they have been properly recorded.

[[Page 916]]

Sec. 1773.44  Long-term debt.

    The CPA's workpapers must document that he/she:
    (a) Confirmed RUS, FFB, and RTB debt to the appropriate confirmation 
schedule (RUS Form 690, Confirmation Schedule Obligation to the FFB as 
of: or Form 691, Confirmation Schedule--Long-term Obligation to RUS as 
of; or RTB Form 12, Confirmation Schedule);
    (b) Confirmed other long-term debt directly with the lender;
    (c) Examined notes executed or canceled during the audit period; and
    (d) Tested accrued interest computations.

Sec. 1773.45  Regulatory liabilities.

    The CPA's workpapers must document whether all regulatory 
liabilities comply with the requirements of SFAS No. 71. For electric 
borrowers only, the CPA's workpapers must document whether all 
regulatory liabilities have received RUS approval.

[59 FR 660, Jan. 6, 1994]

Secs. 1773.46-1773.49  [Reserved]

    Appendix A to **Part** 1773--Sample Auditor's Report for an Electric 
                               Cooperative

    Appendix A includes an example of an auditor's report, report on 
compliance, report on compliance and on internal controls over financial 
reporting, financial statements and accompanying notes for an electric 
distribution cooperative. The sample auditor's report is intended as a 
guide only and, while it is recommended that the format be followed, 
each auditor's report should be prepared to adequately cover the 
circumstances. To the extent possible, it should be used as a guide in 
preparing auditors' reports for other types of electric borrowers. For 
power supply borrowers and for distribution borrowers with production or 
transmission plant, the same general format should be followed. However, 
the Statement of Revenue and Patronage Capital must be expanded to show 
separate totals for operations expenses and maintenance expenses for 
each class of production plant and for transmission plant.

                   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.

[[Page 917]]

                               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.]

                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

[[Page 918]]

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 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           3,117,629       2,917,295
     Depreciation.......................
                                         -------------------------------
                                               6,814,960       6,765,135
                                         ===============================
OTHER ASSETS AND INVESTMENTS:
    Nonutility Property.................          20,227          20,227
    Investments in Associated                    391,258         292,798
     Organizations (Note 4).............
                                         -------------------------------
                                                 411,485         313,025
                                         ===============================
CURRENT ASSETS:
    Cash--General Funds.................          37,350          51,544
    Cash--Construction Funds............          10,034          20,193
    Accounts Receivable (Less                     36,527          35,255
     accumulated provision for
     uncollectible accounts of $2,207 in
     19X9 and $1,933 in 19X8)...........
    Materials and Supplies (at average            83,652          80,882
     cost)..............................
    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.

[[Page 919]]



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            5,249,115       5,396,385
     maturities (Note 8)................
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
    Accrued Taxes.......................          10,958           9,146
    Other Current and Accrued                     12,285           6,461
     Liabilities........................
                                         -------------------------------
                                                 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.

[[Page 920]]



   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              (1,049,139)      (1,126,367)
     Employees........................
    Interest Received.................          24,289           18,802
    Interest Paid.....................        (114,131)        (115,607)
    Taxes Paid........................         (33,108)         (32,132)
                                       ---------------------------------
    Net Cash Provided by Operating             549,407          354,629
     Activities.......................
                                       =================================
CASH FLOWS FROM INVESTING ACTIVITIES:
    Construction and Acquisition of           (322,234)        (216,427)
     Plant............................
    Plant Removal Costs...............         (25,994)         (19,268)
    Materials Salvaged from                     10,014            7,327
     Retirements......................
    (Increase)/Decrease In:
        Materials Inventory...........          (2,770)           1,916
        Deferred Charges-Preliminary            (3,486)          (2,617)
         Survey & Investigation.......
        Investments-CFC Capital Term           (82,472)         (69,412)
         Certificates.................
    Inventory Adjustment-Deferred               (2,290)          (1,057)
     Credit Decrease..................
                                       ---------------------------------
    Net Cash Used in Investing                (429,232)        (299,538)
     Activities.......................
                                       =================================
CASH FLOWS FROM FINANCING ACTIVITIES:
    Retirements of Patronage Capital           (20,285)         (25,615)
     Credits..........................
    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                (144,528)         (99,337)
     Activities.......................
                                       ---------------------------------
    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          (14,460)         (17,500)
         (Non-Cash)...................
        Patronage Capital Credits-              (1,528)          (1,200)
         NRUCFC (Non-Cash)............
        Provision for Uncollectible                274             (526)
         Accounts Receivable..........
    (Increase)/Decrease In:
        Customer and Other Accounts             (1,546)           2,523
         Receivable...................
        Current and Accrued Assets-                 79              112
         Other........................
    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                      5,824           (1,023)
         Liabilities-Other............
    Deferred Interest Expense.........            (418)            (525)
                                       ---------------------------------
      Total Adjustments...............         294,157          271,306
                                       =================================
Net Cash Provided by Operating                 549,407          354,629
 Activities...........................
------------------------------------------------------------------------

    The accompanying notes are an integral **part** of these statements.

[[Page 921]]



    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
                                       =================================
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          $385,193         $288,261
         the National Rural Utilities
         Cooperative Finance
         Corporation (NRUCFC).........
        NRUCFC Patronage Capital                 5,065            3,537
         Credits......................
        Other.........................           1,000            1,000
                                       ---------------------------------
                                               391,258   292,798'<ls-thn
                                                                      -
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            5,666   1,762'<ls-thn-e
     Plan.............................                                q
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'<ls-thn-
                                                                      e
                                       =================================
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)
                                       ---------------------------------

[[Page 922]]


                                             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
                                       ---------------------------------
                                                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.
------------------------------------------------------------------------

[56 FR 63360, Dec. 3, 1991, as amended at 61 FR 109, Jan. 3, 1996; 63 FR 
38724, July 17, 1998; 63 FR 40169, July 28, 1998]

  Appendix B to **Part** 1773--Sample Auditor's Report for a Class A or B 
                      Commercial Telephone Company

    Appendix B includes an example of a short-form auditor's report, 
report on compliance, report on compliance and on internal controls over 
financial reporting, financial statements and accompanying notes for a 
commercial telephone company. The sample auditor's report is intended as 
a guide only and, while it is recommended that the format be followed, 
each auditor's report should be prepared to adequately cover the 
circumstances. To the extent possible, it should be used as a guide in 
preparing auditors' reports for other types of telephone borrowers.

                    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.

[[Page 923]]

    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,

[[Page 924]]

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 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 Telephone Company Balance Sheets--December 31, 19X9 and 19X8
                          Assets (Notes  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                 139,642         122,623
     provision of $11,597 in 19X9 and
     $1,490 in 19X8)....................
    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                103,618               0
         Premises Equipment.............
    Deferred Maintenance and Retirements          40,000          45,000
     (Note 5)...........................
                                         -------------------------------

[[Page 925]]


                                                 557,129         452,086
                                         ===============================
PROPERTY, PLANT, AND EQUIPMENT: (Note 6)
    Telecommunications Plant in Service.       7,401,300       6,650,553
    Telecommunications Plant Under                67,626         199,092
     Construction.......................
    Telecommunications Plant Adjustment          176,380         176,380
     (Note 7)...........................
                                         -------------------------------
                                               7,645,306       7,026,025
    Less: Accumulated Provision for            1,760,587       1,504,255
     Depreciation.......................
                                         -------------------------------
                                               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         146,646         145,998
     (Note 8)...........................
    Accrued Taxes.......................         242,076         224,566
    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            53,078          61,377
     (Note 10)..........................
    Deferred Income Taxes (Note 11).....          37,137          35,039
                                         -------------------------------
                                                  90,215          96,416
                                         ===============================
STOCKHOLDERS' EQUITY:
    Capital Stock--Common $2 par value--         205,200         205,200
     300,000 Shares Authorized; 102,600
     Shares Outstanding 19X9 and 19X8...
    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

[[Page 926]]


    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          31,566           29,468
     10)..............................
    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            (2,251)          (1,516)
     Credit...........................
                                       ---------------------------------
                                                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         405,626          235,153
     and 19X8.........................
    Dividends Declared................         (35,910)         (23,084)
                                       ---------------------------------
    Retained Earnings--December 31,           $582,146         $405,626
     19X9 and 19X8....................
                                       =================================
    Earnings Per Share of Common                 $2.07            $1.89
     Stock--Average...................
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              (1,159,158)        (960,459)
     Employees........................
    Interest Paid.....................         (86,181)         (84,338)
    Taxes Paid........................        (401,316)        (376,643)
                                       ---------------------------------
    Net Cash Provided by Operating             315,925          311,849
     Activities.......................
                                       =================================
CASH FLOWS FROM INVESTING ACTIVITIES:
    Construction and Acquisition of           (619,281)        (507,617)
     Plant............................
    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                     5,000          (45,000)
     Retirements......................
    Nonregulated Income...............          19,902           10,593
                                       ---------------------------------
    Net Cash Used in Investing                (752,030)        (605,964)
     Activities.......................
                                       =================================
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                6,832            4,200
     Payments.........................
                                       ---------------------------------
    Net Cash Provided by Financing             427,322          359,616
     Activities.......................
                                       ---------------------------------
    Net Increase/(Decrease) in Cash...          (8,783)          65,501
    Cash--Beginning of Year...........         158,083           92,582
                                       ---------------------------------

[[Page 927]]


    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                  192,528          182,964
     Operations.......................
    Adjustments to Reconcile Net
     Margins to Net Cash Provided by
     Operating Activities:
        Depreciation and Amortization.         274,691          253,509
        Provision for Uncollectible             10,107           (3,610)
         Accounts Receivable..........
    (Increase)/Decrease In:
        Customer and Other Accounts            (27,126)         (22,979)
         Receivable...................
        Current and Accrued Assets--             8,774            5,119
         Other........................
        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                 315,925          311,849
 Activities...........................
The accompanying notes are an integral
 **part** of these statements.
------------------------------------------------------------------------

[56 FR 63360, Dec. 3, 1991, as amended at 61 FR 111, Jan. 3, 1996; 63 FR 
38728, July 17, 1998; 63 FR 40169, July 28, 1998]

 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

[[Page 928]]

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]:

    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

[[Page 929]]

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

[63 FR 38733, July 17, 1998]

 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

[[Page 930]]

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.
    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

[[Page 931]]

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.

[63 FR 38734, July 17, 1998]
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