Charter 2013 Annual Report Download - page 72

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of the end of the period covered by this report, under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures with respect to the information generated for use in this annual report. The evaluation was
based in part upon reports and certifications provided by a number of executives. Based upon, and as of the date of that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to
provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities
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 2013 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 2013. 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 (1992). Based on management’s assessment utilizing these criteria we believe that, as of 2013,
our internal control over financial reporting was effective.
We acquired Bresnan in July 2013. As permitted by SEC guidance, management excluded these acquired companies from its
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2013. In total, Bresnan
represented 10% and 3% of our total assets and total revenues, respectively, as of and for the year ended December 31, 2013.
Excluding identifiable intangible assets and goodwill recorded in the business combination, Bresnan represented 3% of our total
assets as of December 31, 2013.
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
Our former principal stockholder, through its management company, Apollo Global Management, LLC (“Apollo”) provided notice
to Charter on October 29, 2013, that certain investment funds managed by affiliates of Apollo may be deemed affiliates of CEVA
Holdings, LLC (“CEVA”), which through subsidiaries was involved in certain transactions which constitute covered activities
under the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”). Apollo was previously a principal stockholder
of Charter and had two representatives on Charter’s board of directors for the first and a portion of the second quarter of 2013,
when some of the covered activities occurred. As a result, we are providing disclosure pursuant to Section 219 of ITRA and
Section 13(r) of the Securities Exchange Act of 1934, as amended.