FairPoint Communications 2006 Annual Report Download - page 101

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material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) .
The Company acquired The Germantown Independent Telephone Company (GITC), Unite Communications Systems, Inc. (Unite), and Cass County
Telephone Company Limited Partnership and LEC Long Distance, Inc. (Cass County) during the year ended December 31, 2006, and management excluded
from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, internal control over financial
reporting of GITC, Unite, and Cass County associated with total assets of $36.6 million and total revenues of $6.6 million included in the consolidated
financial statements of the Company as of and for the year ended December 31, 2006. Our audit of internal control over financial reporting of the Company
also excluded an evaluation of the internal control over financial reporting of GITC, Unite and Cass County.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance
sheets of the Company as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity (deficit),
comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2006, and our report dated March 12, 2007
expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Omaha, Nebraska
March 12, 2007

There have been no significant changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred
during the quarter ended December 31, 2006 that have materially affected or are reasonably likely to materially affect our internal control over financial
reporting.

Not applicable.
99