All members of the Audit Committee are independent directors who meet the independence and accounting or related financial management expertise standards and requirements of the NYSE and the SEC. The Audit Committee assists the Board in overseeing:

• Accounting and financial reporting processes.
• Internal control and disclosure control systems.
• Integrity and audits of financial statements.
• Compliance with legal and regulatory requirements.
• Qualifications and independence of our independent auditors.
• Performance of internal audit function and independent auditors.

The Committee's duties and responsibilities are set forth in the Audit Committee Charter, which include: appointment of independent auditors, subject to shareowner approval; approval of all audit, audit-related and permitted non-audit fees and services of the independent auditors; review with the independent auditors and management of the annual audited and quarterly financial statements; discussion periodically with management of quarterly earnings releases; and review with the independent auditors and management of the quality and adequacy of internal controls.