AR 13


Proxy/Audit Committee Report

The Directors named below constituted the Audit Committee (the "Committee") of the Board during 2013 and through February 20, 2014, the date on which the actions referenced in this report were taken. We each serve for a term of one year and until our successors are elected and qualify. The Board has made an affirmative determination that each of us is independent, as defined by the applicable exchange rules and the SEC and otherwise in accordance with the Committee's charter and our Corporate Governance Principles. Further, the Board has made an affirmative determination that in light of our respective backgrounds and experiences, we each meet the financial literacy requirements for service to the Committee, and that Ms. Kraus and Messrs. Kuechle, Minnich and Rabaut each possess the qualifications necessary for service as an "audit committee financial expert,"" as that term is defined by applicable SEC regulations.

The Committee oversees the Company's financial reporting process on behalf of the Board of Directors. Management is responsible for the Company's financial statements and the financial reporting process, including implementing and maintaining effective internal control over financial reporting and for the assessment of, and reporting on, the effectiveness of internal control over financial reporting. The independent auditor is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and for expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

The Committee reviewed and discussed with management and PwC the Company's audited consolidated financial statements for the year ended December 31, 2013, the representations of management and PwC's opinion regarding such statements, and the Company's system of internal control over financial reporting as required by Section 404 of the Sarbanes Oxley Act. The Committee discussed with the Company's Internal Audit Department director and with PwC the overall scope and plan of their individual audits and reviewed the results of their examinations and the overall quality of the Company's financial reporting. The Committee also received from PwC a written report relative to matters required by Statement on Auditing Standards No. 61 and discussed the report with PwC and management. Based upon these reviews and discussions and in reliance upon them, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

During 2013, the Committee monitored the qualifications, performance, effectiveness and independence of PwC, the Company's independent registered public accounting firm for such year. In that regard, the Committee has received from PwC, and discussed with it, a written report required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC's communications with the Committee concerning PwC's independence.

The Committee also approved PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2014, which approval has been ratified by the Board and is being recommended for ratification by shareholders at the 2014 Annual Meeting of Shareholders.

Audit Committee

George E. Minnich, Chair
Scott E. Kuechle
Eileen S. Kraus
Thomas W. Rabaut

This report shall not be deemed to be incorporated by reference by any general statement incorporating this proxy statement by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, as amended, and shall not otherwise be deemed filed under such statutes.