Charter 2012 Annual Report Download - page 69

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Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms.
In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based upon the above evaluation, we believe that our controls provide such reasonable assurances.
There was no change in our internal control over financial reporting during the fourth quarter of 2012 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control system was designed to provide reasonable
assurance to Charter’s management and board of directors regarding the preparation and fair presentation of published financial
statements.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making
this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control — Integrated Framework. Based on management’s assessment utilizing these criteria we believe
that, as of December 31, 2012, our internal control over financial reporting was effective.
Our independent auditors, KPMG LLP, have audited our internal control over financial reporting as stated in their report on page
F-2.
Item 9B. Other Information.
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
On February 12, 2013, certain investment funds affiliated with Apollo Global Management, LLC (“Apollo”) beneficially owned
approximately 19.6% of the ordinary shares of LyondellBasell Industries N.V. (“LyondellBasell”) and have certain director
nomination rights. Funds affiliated with Apollo beneficially own approximately 24% of the Class A common stock of Charter and
two of Charter's directors are employed by Apollo. As a result, we are providing this disclosure pursuant to Section 219 of the
new Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as
amended. The Annual Report on Form 10-K for the year ended December 31, 2012 filed by LyondellBasell with the SEC on
February 12, 2013 contained disclosure regarding the exit of LyondellBasell and its consolidated subsidiaries from business
arrangements in Iran. According to the disclosure, certain non-U.S. subsidiaries of LyondellBasell's predecessor, LyondellBasell
AF, licensed processes to construct and operate manufacturing plants in Iran that produce polyolefin plastic material, which is
used in the packaging of household and consumer goods. The subsidiaries also provided engineering support and supplied catalyst
products to be used in these manufacturing operations. In 2009, LyondellBasell made the decision to suspend the pursuit of any
new business dealings in Iran and, in 2010, made the further decision to terminate all business by LyondellBasell and its direct
and indirect subsidiaries with the government, entities and individuals in Iran. Two transactions occurred under settlement
agreements between LyondellBasell and the counterparties in Iran in early 2012. In January 2012, one of LyondellBasell's non-
U.S. subsidiaries received a final payment of approximately €3.5 million for a shipment of catalyst from an entity that is 50%
owned by the National Petrochemical Company of Iran. LyondellBasell's shipment of the catalyst was in February 2012 as part
of the agreement related to its termination and cessation of all business under agreements with the counterparty. In 2012, the gross
revenue from this limited activity was approximately €4.2 million and profit attributable to it was approximately €2.4 million.
In January and February of 2012, one of LyondellBasell's non-U.S. subsidiaries provided certain engineering documents relating
to a polyolefin plastic process to a licensee comprising three Iranian companies, one of which is 20% owned by the National Oil
Company of Iran. The provision of documents was LyondellBasell's final act with respect to the termination and cessation of all
business under agreements with the counterparties. Charter had no involvement in any of the foregoing transactions and obtained
the foregoing information solely from the publicly available information of LyondellBasell as Charter has no involvement in the
business of LyondellBasell.