o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to §240.14a-12

þ	No fee required

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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o	Fee paid previously with preliminary materials:

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(1)	To elect four members to our board of directors for three-year terms to expire at our 2017 annual meeting of stockholders;

(2)	To approve, on a non-binding, advisory basis, the compensation of our named executives officers as disclosed in this Proxy Statement;

(3)	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014; and

(4)	To consider such other business as may properly come before the Annual Meeting or any adjournments thereof.

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Q:	When is the Proxy Statement being sent to stockholders and what is its purpose?

A:	This Proxy Statement is first being sent to our stockholders on or about May 6, 2014 at the direction of our board of directors in order to solicit proxies for our use at the Annual Meeting.

Q:	When is the Annual Meeting and where will it be held?

A:	The Annual Meeting will be held on Wednesday, June 4, 2014, at 9:00 a.m., local time, at our corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610.

Q:	Who may attend the Annual Meeting?

A:	All of our stockholders may attend the Annual Meeting.

Q:	Who is entitled to vote?

A:	Stockholders as of the close of business on April 11, 2014 are entitled to vote at the Annual Meeting. Each share of our common stock is entitled to one vote.

Q:	On what am I voting?

A:	You will be voting on:

•	The election of four members to our board of directors to serve until our 2017 annual meeting of stockholders;

•	The approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement;

•	The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014; and

•	Such other business as may properly come before the Annual Meeting or any adjournments.

Q:	How does the board of directors recommend that I vote?

A:	The board of directors recommends that you vote your shares:

•	“FOR ALL” the director nominees identified in “Proposals Requiring Your Vote - Proposal for Election of Directors” below;

•	“FOR” the approval of the compensation of our named executive officers as disclosed in this Proxy Statement; and

•	“FOR” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014.

Q:	How can I vote?

A:	You can vote in person at the Annual Meeting or you can vote prior to the Annual Meeting by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy without delay.

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Q:	How do I vote by proxy?

A:	If you choose to vote your shares by proxy, you have the following options:

•	Over the Internet: You can vote over the Internet at the website shown on your proxy card. Internet voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Tuesday June 3, 2014.

•	By telephone: You can vote by telephone by calling the toll-free number shown on your proxy card. Telephone voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Tuesday, June 3, 2014.

•	By mail: You can vote by mail by completing, signing and dating your proxy card and returning it in the enclosed prepaid envelope.

Q:	I want to attend the Annual Meeting and vote in person. How do I obtain directions to the Annual Meeting?

A:	You may obtain directions to the Annual Meeting by calling us at (949) 614-1740.

Q:	What constitutes a quorum?

A:

As of April 11, 2014, the record date, 18,030,586 shares of our common stock were issued and outstanding. A majority of these shares present or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. If you properly vote by proxy by submitting your voting instructions over the Internet, by telephone or by mail, then your shares will be counted as part of the quorum. Abstentions or votes that are withheld on any matter will be counted towards a quorum but will be excluded from the vote relating to the particular matter under consideration. Broker non-votes are counted towards a quorum but are excluded from the vote with respect to the matters for which they are applicable. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. Among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014.

Q:	What are the voting requirements for the proposals?

A:	There are different voting requirements for the proposals.

•	Directors will be elected by a plurality vote of all votes cast for the election of directors at the Annual Meeting. Accordingly, the four nominees receiving the highest number of votes will be elected. If you withhold authority to vote for any particular director nominee, your shares will not be counted in the vote for that nominee and will have no effect on the outcome of the vote.

•

The approval of the holders of a majority of the total number of outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and actually voted on the proposal is necessary (1) to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, and (2) to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014. If you abstain from voting on the proposal to approve the compensation of our named executive officers as disclosed in this Proxy Statement, the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014, or both proposals, your shares will not be counted in the vote for such proposal(s) and will have no effect on the outcome of the vote.

Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:	As discussed above, among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014. To be sure your shares are voted, you should instruct your broker to vote your shares using the instructions provided by your broker.

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Q:	What will happen if the compensation of the company's named executive officers is not approved by the stockholders?

A:

Because this is an advisory vote, our board of directors and compensation committee will not be bound by the approval of, or the failure to approve, the executive compensation of our named executive officers as disclosed in this Proxy Statement. The board of directors and the compensation committee, however, value the opinions that our stockholders express in their votes and will consider the outcome of the vote when determining future executive compensation programs.

Q:	What will happen if the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014 is not ratified by stockholders?

A:

Pursuant to the audit committee charter, the audit committee of our board of directors has sole authority to appoint our independent registered public accounting firm, and the audit committee will not be bound by the ratification of, or failure to ratify, the selection of Deloitte & Touche LLP. The audit committee will, however, consider any failure to ratify the selection of Deloitte & Touche LLP in connection with the appointment of our independent registered public accounting firm the following year.

Q:	Can I change my vote after I give my proxy?

A:	Yes. If you vote by proxy, you can revoke that proxy at any time before voting takes place at the Annual Meeting. You may revoke your proxy by:

•	attending the Annual Meeting and voting in person.

Q:	What does it mean if I receive more than one proxy card?

A:	If you receive more than one proxy card, it is because your shares are held in more than one account. You must vote each proxy card to ensure that all of your shares are voted at the Annual Meeting.

Q:	Who will count the votes?

A:	Representatives of Computershare, our transfer agent, will tabulate the votes and act as inspectors of election.

Q:	How much will this proxy solicitation cost?

A:

We have hired MacKenzie Partners, Inc. to assist us in the distribution of proxy materials and solicitation of votes at a cost not to exceed $4,500, plus out-of-pocket expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of our common stock. Our officers and regular employees may also solicit proxies, but they will not be specifically compensated for these services. In addition to the use of the mail, proxies may be solicited personally or by telephone by our employees or by MacKenzie Partners.

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•	align the interest of our named executive officers and stockholders by tying a significant portion of compensation to enhancing stockholder return;

•	attract, motivate and retain highly experienced executives vital to our short-term and long-term success, profitability and growth;

•	deliver a mix of fixed and at-risk compensation with the portion of compensation at risk increasing with seniority; and

•	tie our executive compensation to our ability to pay and safety performance.

•	a base salary targeted at the 50th percentile of our compensation peer group (1) compensating each named executive officer based on the level of responsibility, individual expertise and prior experience and (2) providing a fixed amount of cash compensation upon which our named executive officers can rely;

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a short-term annual cash incentive targeted at the 50th percentile of our compensation peer group (1) payable only if our company achieves a threshold performance level measured by economic value added, or EVA, measured by the adjusted pre-tax operating income, or PTOI, of our core Fabricated Products business, including corporate expenses, less a capital charge calculated as a percentage of our adjusted net assets, as more fully described below, and (2) adjusted based on our safety performance using our total case incident rate, or TCIR, and individual performance; and

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an equity-based, long-term incentive targeted at between the 50th and 65th percentile of our compensation peer group and designed to align compensation with the interests of our stockholders and to enhance retention of our named executive officers consisting of (1) restricted stock with three-year cliff vesting and (2) performance shares that vest, if at all, based on the average annual EVA (which is also measured by the adjusted PTOI of our Fabricated Products business, including corporate expenses, less a capital charge calculated as a percentage of our adjusted net assets, as more fully described below) achieved during a three-year performance period.

•	stock ownership guidelines that require our chief executive officer to own company stock equal in value to at least six times his annual base salary and each of the direct reports to the chief executive officer, including each of the other named executed officers and other members of senior management, to hold company stock equal in value to at least three times their annual base salary;

•	three-year vesting and performance periods for our restricted stock and performance shares granted to our named executive officers and other members of senior management, to ensure that three years of unvested grants are outstanding at any time, which increases retention and encourages decisions that create long-term value;

•	compensation recovery, or “clawback,” provisions that can result in the loss of (i) equity-based awards and resulting benefits and (ii) any cash award received under our short-term cash incentive plan, if we determine that a recipient, including any of the named executive officers, has engaged in activities detrimental to us; and

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•	a securities trading policy that prohibits members of management, including our named executive officers, from engaging in speculative transactions involving our securities, including buying or selling puts or calls, short sales, buying on margin or holding our securities in a margin account.

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•	the qualifications to serve as a director as set forth in any applicable corporate governance guidelines adopted by the board of directors and policies adopted by the nominating and corporate governance committee establishing criteria to be utilized by it in assessing whether a director candidate has appropriate skills and experience; and

•	any other qualifications to serve as director imposed by applicable law.

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•	Potential payouts under our incentive plans are capped, and overall variable compensation does not materially impact our financial results;

•	Our overall compensation is comprised of a mix of long- and short-term compensation which discourages short-term decisions that could be at the expense of long-term results;

•	A significant portion of the variable compensation is in the form of restricted stock and performance shares with three-year vesting and performance periods, which ensure that three years of unvested grants are outstanding at any time and encourage decisions that create long-term value for our stockholders;

•	All of our incentive programs contain clawback provisions, described in more detail in the “Executive Compensation - Employment-Related Agreements and Certain Employee Benefit Plans - Equity Incentive Plan” section of this Proxy Statement, which provide for the forfeiture of outstanding unvested awards and the return of vested awards;

•	Our short-term incentive plan and our performance shares require the attainment of threshold company performance levels before any payments are earned or performance shares vest; and

•	Our stock ownership guidelines require our board of directors and senior management to retain significant equity interests in our company to ensure the ongoing alignment of senior management and our stockholders.

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•	establishing hiring policies for employees or former employees of the independent accounting firm;

•	reviewing our systems of internal accounting controls;

•	discussing risk management policies;

•	approving related-party transactions;

•	establishing procedures for complaints regarding financial statements or accounting policies; and

•	performing other duties delegated to the audit committee by our board of directors from time to time.

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•	administering plans adopted by our board of directors that contemplate administration by the compensation committee, including our Amended and Restated 2006 Equity and Performance Incentive Plan (referred to herein as our Equity Incentive Plan);

•	overseeing regulatory compliance with respect to compensation matters;

•	reviewing director compensation; and

•	performing other duties delegated to the compensation committee by our board of directors from time to time.

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•	exhibits strong leadership in his or her particular field or area of expertise;

•	possesses the ability to exercise sound business judgment;

•	has a strong educational background or equivalent life experiences;

•	has substantial experience both in the business community and outside the business community;

•	contributes positively to the existing collaborative culture among members of the board of directors;

•	represents the best interests of all of our stockholders and not just one particular constituency;

•	has experience as a senior executive of a company of significant size or prominence or another business or organization comparable to our company;

•	possesses skills and experience which make him or her a desirable addition to a standing committee of the board of directors;

•	consistently demonstrates integrity and ethics in his or her professional and personal life; and

•	has the time and ability to participate fully in activities of the board of directors, including attendance at, and active participation in, meetings of our board of directors and the committee or committees of which he or she is a member.

•	assisting in succession planning;

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•	considering possible conflicts of interest of members of our board of directors and management and making recommendations to prevent, minimize or eliminate such conflicts of interests;

•	evaluating whether an incumbent director should be nominated for re-election to our board of directors upon expiration of the incumbent's term;

•	making recommendations to our board of directors regarding the appropriate size of our board of directors; and

•	performing other duties delegated to the nominating and corporate governance committee by our board of directors from time to time.

•	proof that the stockholder or group of stockholders submitting the recommendation has beneficially owned, for the required one-year holding period, more than 5% of our outstanding common stock;

•	a written statement that the stockholder or group of stockholders intends to continue to beneficially own more than 5% of our outstanding common stock through the date of the next annual meeting of stockholders;

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the name and record address of each stockholder submitting a recommendation for the director candidate, the written consent of each such stockholder and the director candidate to be publicly identified (including, in the case of the director candidate, to be named in the company's proxy materials) and the written consent of the director candidate to serve as a member of our board of directors (and any committee of our board of directors to which the director candidate is assigned to serve by our board of directors) if elected;

•	a description of all arrangements or understandings between or among any of the stockholders or group of stockholders submitting the recommendation, the director candidate and any other person or persons (naming such person or persons) pursuant to which the submission of the recommendation is to be made by such stockholder or group of stockholders;

•

with respect to the director candidate, (1) his or her name, age, business and residential address and principal occupation or employment, (2) the number of shares of our common stock beneficially owned by him or her, (3) a resume or similar document detailing his or her personal and professional experiences and accomplishments, and (4) all other information relating to the candidate that would be required to be disclosed in a proxy statement or other filing made in connection with the solicitation of proxies for the election of directors pursuant to the Securities Exchange Act of 1934, the rules of the SEC or the rules of the Nasdaq Stock Market; and

•	a written statement that each submitting stockholder and the director candidate shall make available to the nominating and corporate governance committee all information reasonably requested in connection with the committee's evaluation of the candidate.

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•	results comparable to record 2012 results;

•	net sales of $1.3 billion;

•	operating income of $173 million;

•	record aerospace plate shipments;

•	record automotive value added revenue;

•	approximately $70 million invested for future growth and efficiency;

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•	2013 dividend increased by 20% over the prior year's dividend; and

•	approximately $100 million returned to shareholders through quarterly dividends and share repurchases.

•	objectives for our compensation programs;

•	the structure of our compensation programs;

•	succession planning; and

•	compensation of other members of senior management, including our other named executive officers.

•	creating alignment between senior management and our stockholders by rewarding senior management for achieving strategic goals that successfully drive our operations and enhance stockholder return;

•	attracting, motivating and retaining highly experienced executives vital to our short-term and long-term success, profitability and growth;

•	correlating senior management compensation with actual performance; and

•	providing competitive, targeted compensation levels that are benchmarked to our compensation peer group discussed below as follows:

•	for base salary, the 50th percentile;

•	for annual cash incentives at target-level performance, the 50th percentile; and

•	for annualized economic equity grant value of long-term incentives, between the 50th and the 65th percentiles.

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•	a short-term annual cash incentive payable only if the performance threshold is met; and

•	an equity-based, long-term incentive consisting of (1) shares of restricted stock with a three-year cliff vest schedule to promote senior management retention, and (2) performance shares that vest, if at all, based on the performance achieved over a three-year performance period (2013 through 2015) that is above the threshold.

•	balanced short-term and long-term goals, with:

•	approximately 57% of the chief executive officer's target total compensation being delivered through long-term incentives; and

•	approximately 45% of the target total compensation for the other named executive officers being delivered through long-term incentives;

•	delivered a mix of fixed and at-risk compensation directly related to our overall performance and the creation of stockholder value, with:

•	approximately 75% of the chief executive officer's target total compensation being at-risk compensation payable only if certain corporate performance levels are achieved; and

•	approximately 67% of the target total compensation for the other named executive officers being at-risk compensation payable only if certain corporate performance levels are achieved;

•	provided compensation that is competitive with the compensation peer group recommended by the compensation committee's independent consultant;

•	utilized equity-based awards, stock ownership guidelines and annual incentives linked to shareholder return and achievement of corporate and individual performance;

•	emphasized the importance of safety performance; and

•	utilized forfeiture provisions that can result in the loss of awards and resulting benefits if we determine that a recipient, including any of the named executive officers, has engaged in certain activities detrimental to us.

•	The external challenges to our near- and long-term ability to attract and retain strong senior management;

•	Each individual's contributions to our overall results;

•	Our historical and anticipated operating and financial performance compared with targeted goals; and

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•	Our size and complexity compared with companies in our compensation peer group.

•	economic conditions in the United States and abroad;

•	the company's business plan and underlying assumptions;

•	the goal of maintaining alignment between senior management and our stockholders through the use of short- and long-term, performance-based compensation;

•	the benefits of maintaining a consistent approach to compensation and the structure of our programs through business cycles;

•	the anticipated performance of the company's compensation programs based on the company's business plan and current financial position; and

•	information and reports prepared by proxy advisors, including Glass, Lewis & Co. and Institutional Shareholder Services Inc.

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•	Level of responsibility;

•	Prior experience;

•	Base salaries paid for comparable positions by our compensation peer group; and

•	The relationship among base salaries paid within our company.

•	adjustments to net assets:

•	removing cash and cash equivalents and short-term investments;

•	removing assets and liabilities of the Secondary Aluminum business unit;

•	removing legacy environmental accruals;

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•	eliminating voluntary employees' beneficiary association, or VEBA, assets and liabilities;

•	excluding financing items;

•	excluding capital expenditures in progress;

•	adding the prorated value of capital projects and acquisitions larger than 1% of net assets;

•	excluding income tax assets and liabilities;

•	excluding derivative assets or liabilities relating to hedging activities except for those relating to option premiums; and

•	adjusting the workers compensation liability to the undiscounted workers compensation liability.

•	adjustments to PTOI:

•	excluding non-cash corporate last-in, first out, or LIFO, inventory charges (benefits) and including non-cash plant LIFO inventory charges (benefits);

•	excluding non-cash mark-to-market and lower of cost or market adjustments;

•	amortizing the following non-recurring activities over three calendar years with the first year being the year of the initial charge if the value exceeds 1% of adjusted net assets:

•	restructuring charges;

•	gain or losses resulting from asset dispositions;

•	labor stoppage costs; and

•	asset impairment charges;

•	excluding legacy environmental income and expenses;

•	excluding unrealized mark-to-market gains (losses) relating to hedging activities;

•	excluding VEBA income and expense; and

•	excluding workers compensation gains (expenses) caused by changes in the discount rate.

•	a targeted level benchmarked to the 50th percentile of our compensation peer group;

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•	internal compensation balance;

•	position responsibilities;

•	our business plan and its key underlying assumptions;

•	the expectations under then-existing and anticipated market conditions; and

•	the opportunity to create stockholder value.

•	Our adjusted 2013 PTOI for our core Fabricated Products business of $138 million was determined by adjusting our reported 2013 PTOI of $173 million pursuant to the terms of the 2013 STI Plan to, among other things, exclude unrealized mark-to-market gains and losses relating to hedging activities and non-cash lower of cost or market adjustments on inventory;

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Our adjusted net assets of $603 million as of December 31, 2012 was determined by adjusting our reported net assets as of December 31, 2012 of $1.07 billion pursuant to the terms of the 2013 STI Plan to, among other things, exclude assets and liabilities of the Secondary Aluminum business unit, financing items, VEBA assets and liabilities, capital expenditures in progress, income tax assets and liabilities and derivative assets and liabilities;

•	Our adjusted 2013 PTOI as a percentage of adjusted net assets is 22.8%, resulting in a preliminary 2013 STI Plan multiplier of 1.779; and

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The final 2013 STI Plan multiplier of 1.705 was determined by applying to the preliminary 2013 STI Plan multiplier of 1.779 (1) a negative adjustment of 0.104 recommended by Mr. Hockema based on the results achieved under an adjusted EBITDA performance objective established for internal use using the EVA calculation and reviewed by the compensation committee in 2013 and (2) a positive safety modifier of 0.03.

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•	an annualized economic equity grant value of long-term incentives between the 50th and the 65th percentiles of our compensation peer group;

•	balanced short-term and long-term goals, with:

•	over 50% of the chief executive officer's target total compensation being delivered through long-term incentives; and

•	over 40% of the target total compensation for the other named executive officers being delivered through long-term incentives;

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•	internal compensation balance; and

•	recognition of differing position responsibilities.

(1)

The restrictions on 100% of the shares of restricted stock granted will lapse on March 5, 2016 or earlier if the named executive officer's employment terminates as a result of death or disability, the named executive officer's employment is terminated by us without cause, the named executive officer's employment is voluntarily terminated by him for good reason or in the event of a change in control. If the named executive officer's employment terminates before March 5, 2016 as a result of his retirement at or after age 65, the shares of restricted stock granted to him will remain outstanding and the restrictions on 100% of such shares will lapse on March 5, 2016. The number of shares of restricted stock was calculated by dividing the applicable percentage (i.e., 36% for Mr. Hockema and 50% for the other named executive officers) of the target monetary value by the sum of (i) the average of the closing prices of our company's common stock for the 20 trading days prior to the grant date, which was $62.42 per share, reduced by (ii) 11.53%, the discount factor provided by Meridian to reflect the design characteristics, including the vesting period, of the restricted stock.

(2)	The table below sets forth the number of performance shares that will vest for each of Messrs. Hockema, Rinkenberger, Donnan, Bunin and Harvey under our 2013 - 2015 LTI Program at the threshold, target and maximum performance levels:

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•	the threshold number of performance shares reflects that no performance shares will vest in 2016 under our 2013-2015 LTI Program unless the Company's performance exceeds the threshold performance required over the 2013 through 2015 performance period;

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the target number of performance shares was calculated by dividing the applicable percentage (i.e., 64% for Mr. Hockema and 50% for the other named executive officers) of the target monetary value by the sum of (i) the average of the closing prices of our company's common stock for the 20 trading days prior to the grant date, which was $64.42 per share, reduced by (ii) 25.93%, the discount factor provided by Meridian in connection with the calculation of the economic value of the performance shares for purposes of determining the number of performance shares to be granted on the grant date; and

•	the maximum number of performance shares was calculated by dividing an amount equal to twice the target monetary value by the economic value of each performance share on the grant date.

•	the Kaiser Aluminum Savings and Investment Plan, a tax-qualified profit-sharing and 401(k) plan (which we refer to as our Savings Plan); and

•	a nonqualified and unsecured deferred compensation plan intended to restore benefits that would be payable to designated participants in the Savings Plan but for the limitations on benefit accruals and payments imposed by the Internal Revenue Code of 1986 (which we refer to as our Restoration Plan).

•	A company match of the employee's pre-tax deferrals under our Savings Plan;

•	A company contribution to the employee's account under our Savings Plan; and

•	A company contribution to the employee's account under our Restoration Plan.

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•	provide an economic incentive for Mr. Hockema to delay his retirement until at least December 2016;

•	improve our ability to retain other key members of senior management; and

•	provide assurance to our customers and other stakeholders of the continuity of senior management for an extended period.

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(1)

Reflects the aggregate grant date fair value of restricted stock and performance share awards to our named executive officers determined in accordance with Financial Accounting Standards Board Accounting Standard Code Topic 718 (referred to herein as ASC Topic 718), without regard to potential forfeiture. The aggregate grant date fair value of the performance share awards reflected in this table has been determined assuming the probable outcome of the performance condition on the date of the grant and without adjustment for actual performance during the period. The aggregate grant date fair value of the 2013 performance share awards determined assuming the probable outcome of the performance condition and assuming an outcome of the performance condition at the maximum level are as follows:

(2)	Reflects payments earned under our short-term incentive plans.

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(3)

Reflects the aggregate change in actuarial present value of the named executive officer's accumulated benefit under a defined pension benefit plan previously maintained by us for our salaried employees, which we refer to as our Old Pension Plan, during the applicable fiscal year, calculated by (a) assuming mortality according to the RP - 2000WC mortality table projected 23 years with Scale AA and (b) applying a discount rate of 3.75%, 3.40% and 3.40% per annum for 2011, 2012 and 2013, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the preceding year and a discount rate of 3.75%, 3.40% and 3.40% per annum, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the applicable year. Effective December 17, 2003, the Pension Benefit Guaranty Corporation, or PBGC, terminated and effectively assumed responsibility for making benefit payments in respect of our Old Pension Plan, whereupon all benefit accruals under the Old Pension Plan ceased and benefits available thereunder to certain salaried employees, including Mr. Hockema, were significantly reduced due to the limitations on benefits payable by the PBGC. Above-market or preferential earnings are not available under our Restoration Plan, which is our only plan or arrangement pursuant to which compensation may be deferred on a basis that is not tax-qualified, or any of our other benefit plans.

(4)

Includes (a) contributions made or to be made by us under our Savings Plan, (b) contributions made or to be made by us under our Restoration Plan (which is intended to restore the benefit of contributions that we would have otherwise paid to participants under our Savings Plan but for limitations imposed by the Internal Revenue Code of 1986), (c) dividend and dividend equivalent payments which were not factored into the reported grant date fair value of the restricted stock and performance share awards, and (d) the costs to us of perquisites and other personal benefits. See the table set forth under “-All Other Compensation” below for information regarding each such component.

•	For 2013 Mr. Hockema, 18.6%; Mr. Rinkenberger, 23.0%; Mr. Donnan, 23.6%; Mr. Bunin, 24.4%; and Mr. Harvey, 23.9%;

•	For 2012, Mr. Hockema, 17.2%; Mr. Rinkenberger, 21.7%; and Mr. Donnan, 20.5%; and

•	For 2011 Mr. Hockema, 20.4%; Mr. Rinkenberger, 26.1%; and Mr. Donnan, 23.8%.

(1)	Represents reimbursement of relocation costs incurred by Mr. Donnan in connection with his relocation from Texas to California, where our corporate office is located.

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(1)

Reflects the threshold, target and maximum award amounts under our 2013 STI Plan for our named executive officers. No awards are payable when performance does not reach the threshold performance level. Under our 2013 STI Plan, if the threshold performance level was reached, participants were eligible to receive a cash incentive award between one-half and three times the participant's target award amount. See the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table for the actual monetary awards paid to the named executive officers under the 2013 STI Plan in March 2014.

(2)

Reflects the number of performance shares that will become vested for each of the named executive officers under our 2013 - 2015 LTI Program in 2016 at target and maximum performance levels. No performance shares will vest under the 2013 - 2015 LTI Program unless our company's performance exceeds the threshold performance required during the three-year performance period. The number of performance shares, if any, that vest based on the level of performance achieved during the three-year performance period will vest on the later to occur of March 5, 2016 and the date on which the compensation committee certifies the performance level achieved during the three-year performance period, which shall be no later than March 15, 2016. If, prior to December 31, 2015, the named executive officer's employment terminates as a result of death or disability, the named executive officer's employment is terminated by us without cause, the named executive officer's employment is voluntarily terminated by him for good reason or in the event of a change in control, the target number of performance shares will vest. If the named executive officer's employment terminates on or after December 31, 2015 but prior to the vesting date, his performance shares will remain outstanding and the number of performance shares, if any, that will vest on the vesting date will be determined based on the performance level achieved during the three-year performance period, except that the performance shares will be forfeited if the executive officer's employment is terminated by us for cause or is voluntarily terminated by him without good reason. If, prior to the vesting date, the employment of the named executive officer terminates as a result of retirement at or after age 65, the performance shares granted to him will remain outstanding, and the number of performance shares, if any, that will vest upon the vesting date will be determined based on the performance level achieved during the three-year performance period.

(3)

Reflects the number of shares of restricted stock received by the named executive officer pursuant to awards granted effective March 5, 2013. The restrictions on 100% of the shares of restricted stock granted will lapse on March 5, 2016 or earlier if the named executive officer's employment terminates as a result of death or disability, the named executive officer's employment is terminated by us without cause, the named executive officer's employment is voluntarily terminated by him for good reason or in the event of a change in control. If the named executive officer's employment terminates prior to March 5, 2016 as a result of his retirement at or after age 65, the shares of restricted stock granted to him will remain outstanding and the restrictions on 100% of such shares will lapse on March 5, 2016. The named executive officer will receive all dividends and other distributions paid with respect to the shares of restricted stock he holds, but if any of such

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(4)

Reflects the aggregate grant date fair value of restricted stock and performance share awards to our named executive officers determined in accordance with ASC Topic 718, without regard to potential forfeiture. The aggregate grant date fair value of the performance share awards reflected in this table has been determined assuming the probable outcome of the performance condition on the date of the grant and without adjustment for actual performance during the period.

•	base salary earned through the date of such termination;

•	except in the case of a termination by us for cause, earned but unpaid incentive awards;

•	accrued but unpaid vacation;

•	benefits under our employment benefit plans to the extent vested and not forfeited on the date of such termination; and

•	benefit continuation and conversion rights to the extent provided under our employment benefit plans.

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•	the employee received severance compensation or welfare benefit continuation pursuant to a Change in Control Agreement (described below) or any other agreement;

•	the employee's employment is terminated other than by us without cause; or

•	the employee declined to sign, or subsequently revokes, a designated form of release.

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•	the participant's employment is terminated other than by us without cause or by the participant for good reason; or

•	the participant declines to sign, or subsequently revokes, a designated form of release.

•	two times the sum of his base pay and most recent short-term incentive target;

•	a pro-rated portion of his short-term incentive target for the year of termination; and

•	a pro-rated portion of his long-term incentive target in effect for the year of his termination, provided that such target was achieved.

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•	forfeit any award under the Equity Incentive Plan held by the participant;

•	return to us (in exchange for our payment to the participant of any cash amount that the participant paid to us for such an award) all shares of our common stock acquired under the Equity Incentive Plan that the participant has not disposed of; and

•	with respect to any shares acquired under the Equity Incentive Plan that the participant has disposed of, pay to us the difference between the market value of those shares on the date they were acquired and any amount that the participant paid for such shares.

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•	for our employees who were employed with us on or before January 1, 2004, we contribute in a range from 2% to 10% of the total of the employee's base salary and short-term incentive award, based upon the sum of the employee's age and years of continuous service as of January 1, 2004; and

•	for our employees who were first employed with us after January 1, 2004, we contribute 2% of the total of the employee's base salary and short-term incentive award.

•	if our matching contributions to a participant under the Savings Plan are limited in any year, we will make an annual contribution to that participant's account under the Restoration Plan equal to the difference between:

•	the matching contributions that we could have made to that participant's account under the Savings Plan if the Internal Revenue Code of 1986 did not impose any limitations; and

•	the maximum contribution we could in fact make to that participant's account under the Savings Plan in light of the limitations imposed by the Internal Revenue Code of 1986; and

•	annual fixed-rate contributions to the participant's account under the Restoration Plan are made in an amount equal to between 2% and 10% of the participant's excess compensation, as defined in Section 401(a)(17) of the Internal Revenue Code of 1986.

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(1)	Reflects the aggregate market value determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Stock Market on December 31, 2013.

(2)	Reflects option rights granted to the named executive officer effective April 3, 2007. The option rights became exercisable as to one-third of the total number of shares of common stock for which they are exercisable on each of April 3, 2008, April 3, 2009 and April 3, 2010. The option rights expire on April 3, 2017, unless terminated earlier in accordance with their terms.

(3)

For named executive officers other than Mr. Hockema, reflects the number of shares of restricted stock received by the named executive officer pursuant to awards granted effective March 5, 2011; for Mr. Hockema, reflects the number of shares of restricted stock received by him effective March 5, 2011 less the number of shares withheld to satisfy the withholding tax obligations resulting from the recognition of income when he reached age 65 on October 30, 2011. The restrictions on all such shares lapsed on March 5, 2014.

(4)

For named executive officers other than Mr. Hockema, reflects the number of shares of restricted stock received by the named executive officer pursuant to awards granted effective March 5, 2012; for Mr. Hockema, reflects the number of shares of restricted stock received by him effective March 5, 2012 less the number of shares withheld to satisfy the withholding tax obligations resulting from the recognition of income at the time of grant because Mr. Hockema had previously reached age 65 on October 30, 2011. The restrictions on all such shares will lapse on March 5, 2015 or earlier if the named executive officer's employment terminates as a result of death or disability, the named executive officer's employment is terminated by us without cause, the named executive officer's employment is voluntarily terminated by him for good reason or in the event of a change of control, each such event being referred to below as an accelerated vesting event. If, prior to March 5, 2015, the named executive officer's employment terminates as a result of his retirement at or

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(5)

For named executive officers other than Mr. Hockema, reflects the number of shares of restricted stock received by the named executive officer pursuant to awards granted effective March 5, 2013; for Mr. Hockema, reflects the number of shares of restricted stock received by him effective March 5, 2013 less the number of shares withheld to satisfy the withholding tax obligations resulting from the recognition of income at the time of grant because Mr. Hockema had previously reached age 65 on October 30, 2011. The restrictions on all such shares will lapse on March 5, 2016 or earlier upon an accelerated vesting event. If, prior to March 5, 2016, the named executive officer's employment terminates as a result of his retirement at or after age 65, the shares of restricted stock granted to him will remain outstanding and the restrictions on 100% of such shares will lapse on March 5, 2016.

(6)

Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2011. Such target number is approximately one-half of the performance shares received by the named executive officer pursuant to awards granted effective March 5, 2011. The number of performance shares earned based on the level of performance achieved during the three-year performance period vested on March 5, 2014. The compensation committee certified the performance level achieved during the three-year performance period in March 2014 and, based on the certified performance level, 46% of the target number of performance shares received by the named executive officers were earned.

(7)

Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2012. Such target number is approximately one-half of the performance shares received by the named executive officer pursuant to awards granted effective March 5, 2012. The number of performance shares, if any, that vest based on the level of performance achieved during the three-year performance period will vest on the earlier to occur of March 15, 2015 and the date on which the compensation committee certifies the performance level achieved during the three-year performance period. If, prior to December 31, 2014, an accelerated vesting event occurs with respect to the named executive officer, the target number of performance shares will vest. If an accelerated vesting event occurs with respect to a named executive officer, on or after December 31, 2014 and prior to the vesting date, the performance shares will remain outstanding and the number of performance shares, if any, that will vest on the vesting date will be determined based on the performance level achieved during the applicable three-year performance period, except that the performance shares will be forfeited if the executive officer's employment is terminated by us for cause or is voluntarily terminated by him without good reason prior to age 65. If, prior to the vesting date, the employment of the named executive officer terminates as a result of his retirement at or after age 65, the performance shares granted to him will remain outstanding and the number of performance shares, if any, that will vest on the vesting date will be determined based on the performance level achieved during the applicable three-year performance period. Each performance share that becomes vested entitles the participant to receive one share of our common stock.

(8)

Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2013. Such target number is approximately one-half of the performance shares received by the named executive officer pursuant to awards granted effective March 5, 2013. The number of performance shares, if any, that vest based on the level of performance achieved during the three-year performance period will vest on the later to occur of March 15, 2016 and the date on which the compensation committee certifies the performance level achieved during the three-year performance period. If, prior to December 31, 2015, an accelerated vesting event occurs with respect to the named executive officer, the target number of performance shares will vest. If an accelerated vesting event occurs with respect to a named executive officer, on or after December 31, 2015 and prior to the vesting date, the performance shares will remain outstanding and the number of performance shares, if any, that will vest on the vesting date will be determined based on the performance level achieved during the applicable three-year performance period, except that the performance shares will be forfeited if the executive officer's employment is terminated by us for cause or is voluntarily terminated by him without good reason prior to age 65. If, prior to the vesting date, the employment of the named executive officer terminates as a result of his retirement at or after age 65, the performance shares granted to him will remain outstanding and the number of performance shares, if any, that will vest on the vesting date will be determined based on the performance level achieved during the applicable three-year performance period. Each performance share that becomes vested entitles the participant to receive one share of our common stock.

(9)	Reflects the number of shares of restricted stock received by Mr. Donnan pursuant to awards granted effective July 1, 2011, in connection with his assumption of increased responsibilities and relocation. The restrictions on all such shares lapsed on March 5, 2014.

(10)	Reflects the target number of performance shares received by Mr. Donnan pursuant to awards granted effective July 1, 2011 in connection with his assumption of increased responsibilities and relocation. Such performance shares vested on the same terms as the performance shares described in Note 6 above.

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(1)

Reflects the aggregate market value of (i) restricted shares that vested on March 5, 2013, determined based on a per share price of $61.12, the closing price per share of our common stock as reported on the Nasdaq Stock Market on the vesting date of such shares of restricted stock, and (ii) shares of common stock that were received upon the vesting on March 5, 2013 of 17% of the total number of performance shares (34% of the target number of performance shares) granted to our named executive officers in 2010 based on actual results over the three-year performance period, determined based on a per share price of $61.12, the closing price per share of our common stock as reported on the Nasdaq Stock Market on the vesting date of such performance shares.

(1)	Determined (a) assuming mortality according to the RP-2000WC mortality table projected 23 years with Scale AA and (b) applying a discount rate of 3.40% per annum.

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(1)	In each case, 100% of such amount is included in the amounts for 2013 reflected in the “All Other Compensation” column of the Summary Compensation Table above.

(2)	Amounts included in this column reflect the change in market value of the investments made under the Restoration Plan and do not include amounts reflected in column (a). For 2013, the market value of Mr. Hockema's investments was reduced by $29,904.

(3)	Amounts included in this column do not include above-market or preferential earnings (of which there were none) and, accordingly, such amount is not included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above.

•	voluntary termination by the named executive officer prior to age 65, except for Mr. Hockema, who turned age 65 during 2011;

•	termination by us for cause;

•	termination by us without cause or by the named executive officer with good reason;

•	termination by us without cause or by the named executive officer with good reason following a change in control;

•	termination at retirement at or after age 65;

•	termination as a result of disability; or

•	termination as a result of death.

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(1)	Mr. Hockema reached age 65 on October 30, 2011. Accordingly, any voluntary termination by Mr. Hockema would be treated as retirement at or after age 65. See “Retirement At or After Age 65” column of this table.

(2)	Assumes that there is no earned but unpaid base salary at the time of termination.

(3)

Under our 2013 STI Plan, Mr. Hockema's target award for 2013 was $586,000, but his award could have ranged from a threshold of $293,000 to a maximum of $1,758,000, or could have been zero if the threshold performance was not achieved. Mr. Hockema's award under our 2013 STI Plan was determined in March 2014 to be $799,304. Pursuant to Mr. Hockema's employment agreement, we must pay Mr. Hockema or his estate any earned but unpaid short-term incentive unless his employment is terminated by us for cause. Under Mr. Hockema's employment agreement, as in effect at December 31, 2013, if his employment had been terminated during 2013 but prior to December 31, 2013, Mr. Hockema's target award for 2013 under our 2013 STI Plan would have been prorated for the actual number of days of Mr. Hockema's employment in 2013 and Mr. Hockema would have been entitled to payment of such amount, without any increase or reduction that would normally be considered with his award, unless his employment had been terminated by us for cause; on March 5, 2014, Mr. Hockema’s employment agreement was amended and restated to, among other things, modify the calculation of any such pro-rated payment of his annual short-term incentive to be based on actual rather than target, performance. Under Mr. Hockema's employment agreement, if his employment had been terminated on December 31, 2013, the last day of our 2013 fiscal year, Mr. Hockema would have been entitled to full payment of his award under the 2013 STI Plan unless his employment had been terminated by us for cause or had been voluntarily terminated by him.

(4)	Assumes that Mr. Hockema used all of his 2013 vacation and that he has five weeks of accrued vacation for 2014.

(5)

Under Mr. Hockema's employment agreement, as in effect at December 31, 2013, if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Hockema in an amount equal to two times the sum of his base salary and target annual bonus opportunity for the fiscal year in which such termination occurs; on March 5, 2014, Mr. Hockema’s employment agreement was amended and restated to, among other things, modify the calculation of any such lump-sum payment to be equal to 3.37 times his base salary.

(6)

Under Mr. Hockema's employment agreement, if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason within two years following a change in control, we must make a lump-sum payment to Mr. Hockema in an amount equal to three times the sum of his base salary and target annual bonus opportunity for the fiscal year in which such termination occurs; on March 5, 2014, Mr. Hockema’s employment

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(7)

Under Mr. Hockema's employment agreement, if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. The table reflects the present value of such medical and dental benefits at December 31, 2013 determined (a) assuming family coverage in a consumer-driven health plan and a premium dental plan throughout the applicable benefit continuation period, (b) based on current COBRA coverage rates for 2014 and assuming a 10% increase in the cost of medical and dental coverage for 2015 as compared to 2014 and a 10% increase in the cost of medical and dental coverage for 2016 as compared to 2015.

(8)

Under Mr. Hockema's employment agreement, if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his disability benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. This table reflects the present value of such disability benefits at December 31, 2013 determined (a) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (b) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (c) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 3.40% per annum.

(9)

Reflects the actuarial present value of Mr. Hockema's disability benefits at December 31, 2013 determined (a) assuming full disability at December 31, 2013, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 3.40% per annum. Such disability benefits would be paid by a third-party insurer and not by us.

(10)

Under Mr. Hockema's employment agreement, if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his life insurance benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. The table reflects the present value of such life insurance benefits at December 31, 2013 determined (a) assuming coverage throughout the applicable benefit continuation period at Mr. Hockema's current election of coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (e) applying a discount rate of 3.40% per annum.

(11)

Reflects the life insurance benefit payable assuming Mr. Hockema's death had occurred on December 31, 2013 other than while traveling on company-related business. Such life insurance benefit would have been paid by a third-party insurer and not by us. We maintain a travel and accidental death policy for certain employees, including Mr. Hockema, that would provide a $1,000,000 death benefit payable to Mr. Hockema's estate if his death occurs during company-related travel. Such death benefit would be paid by a third-party insurer and not by us.

(12)

We do not have an obligation to make excise payments to Mr. Hockema. Mr. Hockema's employment agreement instead provides that, if any payments to Mr. Hockema would be subject to a federal excise tax by reason of being considered contingent on a change in control, then such payments will be reduced to the minimum extent necessary so that no portion of such payments, as so reduced, is subject to such tax, except that such a reduction will be made only if and to the extent such reduction would result in an increase in the aggregate payment on an after-tax basis. It is estimated that, if Mr. Hockema's employment had been terminated on December 31, 2013 by us without cause or by him for good reason following a change in control on such date, no payments owing to Mr. Hockema would have been subject to a federal excise tax by reason of being considered contingent on a change in control and, accordingly, no such payments would have been reduced.

(13)

If, on December 31, 2013, Mr. Hockema's employment had been terminated as a result of his death or disability, his employment had been terminated by us without cause or his employment had been voluntarily terminated by him for good reason, or if there had been a change in control, then (a) the restrictions on all shares of restricted stock held by Mr. Hockema would have lapsed, (b) the performance shares granted to him effective March 5, 2011 would have remained outstanding, with the number of shares of common stock, if any, to be received by Mr. Hockema in respect of such performance shares to be determined based on the performance level achieved during the applicable three-year performance period, and (c) the target number of performance shares granted to him effective March 5, 2012 and March 5, 2013 would have vested; in such circumstances, the table reflects the aggregate market value, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, of a number of shares equal to the sum of (i) all shares of restricted stock held by Mr.

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(14)

Reflects the spread, if any, of (a) the aggregate market value of the shares of common stock purchasable upon exercise of the option rights which would have vested early due to Mr. Hockema's termination, determined based on a per share price of $70.24, the closing price per share of common stock as reported on the Nasdaq Global Select Market on December 31, 2013, over (b) the aggregate exercise price required to purchase such shares upon exercise of such option rights. All option rights held by Mr. Hockema on December 31, 2013 had previously vested. Accordingly, no spread is reported in this table. In any event, the $80.01 per share exercise price of such option rights exceeded the $70.24 closing price per share of our common stock as reported on the Nasdaq Stock Market on December 31, 2013.

(15)

Under our Restoration Plan, Mr. Hockema is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if his employment is terminated for cause. In addition, under our Savings Plan, upon termination of employment, Mr. Hockema is eligible to receive a distribution of his vested balance under the plan; however, such balance is not reflected in this table.

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(1)

Under our Salaried Severance Plan, if Mr. Rinkenberger's employment is terminated by us without cause, Mr. Rinkenberger is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 20 weeks, which we referred to as the continuation period, determined based on his number of years of full employment as of December 31, 2013, and (b) continuation of his medical and dental, disability, and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(2)

Under Mr. Rinkenberger's Change in Control Agreement, if Mr. Rinkenberger's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Rinkenberger is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability, and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(3)	Notwithstanding the fact that Mr. Rinkenberger had not reached age 65 as of December 31, 2013, this column is provided for illustrative purposes.

(4)	Assumes that there is no earned but unpaid base salary at the time of termination.

(5)

Under our 2013 STI Plan, Mr. Rinkenberger's target award for 2013 was $273,000, but his award could have ranged from a threshold of $136,500 to a maximum of $819,000, or could have been zero if the threshold performance was not achieved. Mr. Rinkenberger's award under our 2013 STI Plan was determined in March 2014 to be $465,465. If Mr. Rinkenberger's employment had terminated on December 31, 2013, Mr. Rinkenberger would have been entitled to full payment of his award under the 2013 STI Plan unless his employment had been terminated by us for cause or voluntarily terminated by him other than for good reason. Under the 2013 STI Plan, Mr. Rinkenberger would have been entitled to a pro rata award under the 2013 STI Plan if his employment had been terminated during 2013 but prior to December 31, 2013 and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been terminated by us without cause or had been voluntarily terminated by him for good reason. Under Mr. Rinkenberger's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2013 other than on December 31, 2013, Mr.

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(6)	Assumes that Mr. Rinkenberger used all of his 2013 vacation and that he has five weeks of accrued vacation for 2014.

(7)

This table reflects the present value of Mr. Rinkenberger's medical and dental benefits at December 31, 2013 determined (a) assuming family coverage in a consumer-driven health plan and a premium dental plan throughout his applicable benefit continuation period and (b) based on current COBRA coverage rates for 2014 and assuming a 10% increase in the cost of medical and dental coverage for 2015 as compared to 2014.

(8)

This table reflects the present value of Mr. Rinkenberger's disability benefits at December 31, 2013 determined (a) assuming coverage throughout the applicable benefit continuation period, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (e) applying a discount rate of 3.40% per annum.

(9)

Reflects the actuarial present value of Mr. Rinkenberger's disability benefits at December 31, 2013 determined (a) assuming full disability at December 31, 2013, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 3.40% per annum. Such disability benefits would be paid by a third-party insurer and not by us.

(10)

This table reflects the present value of Mr. Rinkenberger's life insurance benefits at December 31, 2013 determined (a) assuming coverage throughout the applicable benefit continuation period at his current election of coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (e) applying a discount rate of 3.40% per annum.

(11)

Reflects the life insurance benefit payable assuming Mr. Rinkenberger's death had occurred on December 31, 2013 other than while traveling on company-related business. Such life insurance benefit would have been paid by a third-party insurer and not by us. We maintain a travel and accidental death policy for certain employees, including Mr. Rinkenberger, that would provide an additional $1,000,000 death benefit payable to Mr. Rinkenberger's estate if his death occurs during company-related travel. Such death benefit would be paid by a third-party insurer and not by us.

(12)	This table reflects the estimated cost to us of continuing Mr. Rinkenberger's perquisites for such two-year period as follows: vehicle allowance, $20,576. Such amount has been estimated by multiplying the cost of Mr. Rinkenberger's vehicle allowance for 2013 by two.

(13)

Under Mr. Rinkenberger's Change in Control Agreement, in general, if any payments to Mr. Rinkenberger would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Rinkenberger an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Rinkenberger retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Rinkenberger will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Rinkenberger, or any such reduction to the aggregate payments to Mr. Rinkenberger that would have occurred, if his employment had been terminated on December 31, 2013 by us without cause or by him for good reason following a change in control on such date.

(14)

If, on December 31, 2013, Mr. Rinkenberger's employment had been terminated as a result of his death or disability, his employment had been terminated by us without cause or his employment had been voluntarily terminated by him for good reason, or if there had been a change in control, then (a) the restrictions on all shares of restricted stock that were held by Mr. Rinkenberger on December 31, 2013 would have lapsed, (b) the performance shares granted to him effective March 5, 2011 would have remained outstanding, with the number of shares of common stock, if any, to be received by Mr. Rinkenberger in respect of such performance shares to be determined based on the performance level achieved during the applicable three-year performance period, and (c) the target number of performance shares granted to him effective March 5, 2012 and March 5, 2013 would have vested; in such circumstances, the table reflects the aggregate market value, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, of a number of shares equal to (i) all shares of restricted stock held by Mr. Rinkenberger on December 31, 2013, (ii) 3,016, the actual number of shares of common stock received by Mr. Rinkenberger in respect of the performance shares granted to him effective March 5, 2011 based on the performance level achieved during the applicable three-year performance period as determined by our compensation committee in

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(15)

Reflects the spread, if any, of (a) the aggregate market value of the shares of common stock purchasable upon exercise of the option rights which would have vested early due to Mr. Rinkenberger's termination, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, over (b) the aggregate exercise price required to purchase such shares upon exercise of such option rights. All option rights that were held by Mr. Rinkenberger on December 31, 2013 had previously vested. Accordingly, no spread is reflected in this table. In any event, the $80.01 per share exercise price of such option rights exceeded the $70.24 closing price per share of our common stock as reported on the Nasdaq Stock Market on December 31, 2013.

(16)

Under our Restoration Plan, Mr. Rinkenberger is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause. In addition, under our Savings Plan, upon termination of employment, Mr. Rinkenberger is eligible to receive a distribution of his vested balance under the plan; however, such balance is not reflected in this table.

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(1)

Under our Salaried Severance Plan, if Mr. Donnan's employment is terminated by us without cause, Mr. Donnan is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 20 weeks, which we refer to as the continuation period, determined based on his number of years of full employment as of December 31, 2013, and (b) continuation of his medical and dental, disability, and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(2)

Under Mr. Donnan's Change in Control Agreement, if Mr. Donnan's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Donnan is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability, and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(3)	Notwithstanding the fact that Mr. Donnan had not reached age 65 as of December 31, 2013, this column is provided for illustrative purposes.

(4)	Assumes that there is no earned but unpaid base salary at the time of termination.

(5)

Under our 2013 STI Plan, Mr. Donnan's target award for 2013 was $257,500, but his award could have ranged from a threshold of $128,750 to a maximum of $772,500, or could have been zero if the threshold performance was not achieved. Mr. Donnan's award under our 2013 STI Plan was determined in March 2014 to be $439,038. If Mr. Donnan's employment had terminated on December 31, 2013, Mr. Donnan would have been entitled to full payment of his award under the 2013 STI Plan unless his employment had been terminated by us for cause or voluntarily terminated by him other than for good reason. Under the 2013 STI Plan, Mr. Donnan would have been entitled to a pro rata award under the 2013 STI Plan if his employment had been terminated during 2013 but prior to December 31, 2013 and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been terminated by us without cause or had been voluntarily terminated by him for good reason. Under Mr. Donnan's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2013 other than on December 31, 2013, Mr. Donnan's target award for 2013

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(6)	Assumes that Mr. Donnan used all of his 2013 vacation and that he has five weeks of accrued vacation for 2014.

(7)

This table reflects the present value of Mr. Donnan's medical and dental benefits at December 31, 2013 determined (a) assuming family coverage in a consumer-driven health plan and a premium dental plan throughout Mr. Donnan's applicable benefit continuation period and (b) based on current COBRA coverage rates for 2014 and assuming a 10% increase in the cost of medical and dental coverage for 2015 as compared to 2014.

(8)

This table reflects the present value of Mr. Donnan's disability benefits at December 31, 2013 determined (a) assuming coverage through out the applicable benefit continuation period, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 3.40% per annum.

(9)

Reflects the actuarial present value of Mr. Donnan's disability benefits at December 31, 2013 determined (a) assuming full disability at December 31, 2013, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 3.40% per annum. Such disability benefits would be paid by a third-party insurer and not by us.

(10)

This table reflects the present value of Mr. Donnan's life insurance benefits at December 31, 2013 determined (a) assuming coverage throughout the applicable benefit continuation period at his current election of the maximum available coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (e) applying a discount rate of 3.40% per annum.

(11)

Reflects the life insurance benefit payable assuming Mr. Donnan's death had occurred on December 31, 2013 other than while traveling on company-related business. Such life insurance benefit would have been paid by a third-party insurer and not by us. We maintain a travel and accidental death policy for certain employees, including Mr. Donnan, that would provide an additional $1,000,000 death benefit payable to Mr. Donnan's estate if his death occurs during company-related travel. Such death benefit would be paid by a third-party insurer and not by us.

(12)	This table reflects the estimated cost to us of continuing Mr. Donnan's perquisites for such two-year period as follows: club membership dues, $18,008; and vehicle allowance, $25,368. Such amount has been estimated by multiplying the cost of Mr. Donnan's perquisites for 2013 by two.

(13)

Under Mr. Donnan's Change in Control Agreement, in general, if any payments to Mr. Donnan would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Donnan an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Donnan retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Donnan will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Donnan, or any such reduction to the aggregate payments to Mr. Donnan that would have occurred, if his employment had been terminated on December 31, 2013 by us without cause or by him for good reason following a change in control on such date.

(14)

If, on December 31, 2013, Mr. Donnan's employment had been terminated as a result of his death or disability, his employment had been terminated by us without cause or his employment had been voluntarily terminated by him for good reason, or if there had been a change in control, then (a) the restrictions on all shares of restricted stock held by Mr. Donnan would have lapsed, (b) the performance shares granted to him effective March 5, 2011 would have remained outstanding, with the number of shares of common stock, if any, to be received by Mr. Donnan in respect of such performance shares to be determined based on the performance level achieved during the applicable three-year performance period, and (c) the target number of performance shares granted to him effective March 5, 2012 and March 5, 2013 would have vested; in such circumstances, this table reflects the aggregate market value, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, of a number of shares equal to (i) all shares of restricted stock held by Mr. Donnan,(ii) 2,356, the actual number of shares of common stock received by Mr. Donnan in respect of the performance shares granted to him effective March 5, 2011 based on the performance level achieved during the applicable three-year performance period as determined by our compensation committee in early 2014, and (iii) the target number of shares of

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(15)

Reflects the spread, if any, of (a) the aggregate market value of the shares of common stock purchasable upon exercise of the option rights which would have vested early due to Mr. Donnan's termination, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, over (b) the aggregate exercise price required to purchase such shares upon exercise of such option rights. All option rights that were held by Mr. Donnan on December 31, 2013 had previously vested. Accordingly, no spread is reflected in this table. In any event, the $80.01 per share exercise price of such option rights exceeded the $70.24 closing price per share of our common stock as reported on the Nasdaq Stock Market on December 31, 2013.

(16)

Under our Restoration Plan, Mr. Donnan is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause. In addition, under our Savings Plan, upon termination of employment, Mr. Donnan is eligible to receive a distribution of his vested balance under the plan; however, such balance is not reflected in this table.

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(1)

Under our Salaried Severance Plan, if Mr. Bunin's employment is terminated by us without cause, Mr. Bunin is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 12 weeks, which we refer to as the continuation period, determined based on his number of years of full employment as of December 31, 2013, and (b) continuation of his medical and dental, disability and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(2)

Under Mr. Bunin's Change in Control Agreement, if Mr. Bunin's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Bunin is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability, and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(3)	Notwithstanding the fact that Mr. Bunin had not reached age 65 as of December 31, 2013, this column is provided for illustrative purposes.

(4)	Assumes that there is no earned but unpaid base salary at the time of termination.

(5)

Under our 2013 STI Plan, Mr. Bunin's target award for 2013 was $257,500, but his award could have ranged from a threshold of $128,750 to a maximum of $772,500, or could have been zero if the threshold performance was not achieved. Mr. Bunin's award under our 2013 STI Plan was determined in March 2014 to be $395,134. If Mr. Bunin's employment had terminated on December 31, 2013, Mr. Bunin would have been entitled to full payment of his award under the 2013 STI Plan unless his employment had been terminated by us for cause or voluntarily terminated by him other than for good reason. Under the 2013 STI Plan, Mr. Bunin would have been entitled to a pro rata award under the 2013 STI Plan if his employment had been terminated during 2013 but prior to December 31, 2013 and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been terminated by us without cause or had been voluntarily terminated by him for good reason. Under Mr. Bunin's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2013 other than on December 31, 2013, Mr. Bunin's target award for 2013 under our

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(6)	Assumes that Mr. Bunin used all of his 2013 vacation and that he has four weeks of accrued vacation for 2014.

(7)

This table reflects the present value of Mr. Bunin's medical and dental benefits at December 31, 2013 determined (a) assuming family coverage in a consumer-driven health plan and a premium dental plan through out Mr. Bunin's applicable benefit continuation period and (b) based on current COBRA coverage rates for 2014 and assuming a 10% increase in the cost of medical and dental coverage for 2015 as compared to 2014.

(8)

This table reflects the present value of Mr. Bunin's disability benefits at December 31, 2013 determined (a) assuming coverage through out the applicable benefit continuation period, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 3.40% per annum.

(9)

Reflects the actuarial present value of Mr. Bunin's disability benefits at December 31, 2013 determined (a) assuming full disability at December 31, 2013, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 3.40% per annum. Such disability benefits would be paid by a third-party insurer and not by us.

(10)

This table reflects the present value of Mr. Bunin's life insurance benefits at December 31, 2013 determined (a) assuming coverage through out the applicable benefit continuation period at his current election of coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (e) applying a discount rate of 3.40% per annum.

(11)

Reflects the life insurance benefit payable assuming Mr. Bunin's death had occurred on December 31, 2013 other than while traveling on company-related business. Such life insurance benefit would have been paid by a third-party insurer and not by us. We maintain a travel and accidental death policy for certain employees, including Mr. Bunin, that would provide an additional $1,000,000 death benefit payable to Mr. Bunin's estate if his death occurs during company-related travel. Such death benefit would be paid by a third-party insurer and not by us.

(12)	This table reflects the estimated cost to us of continuing Mr. Bunin's perquisites for such two-year period as follows: vehicle allowance, $23,942. Such amount has been estimated by multiplying the cost of Mr. Bunin's vehicle allowance for 2013 by two.

(13)

Under Mr. Bunin's Change in Control Agreement, in general, if any payments to Mr. Bunin would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Bunin an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Bunin retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Bunin will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Bunin, or any such reduction to the aggregate payments to Mr. Bunin that would have occurred, if his employment had been terminated on December 31, 2013 by us without cause or by him for good reason following a change in control on such date.

(14)

If, on December 31, 2013, Mr. Bunin's employment had been terminated as a result of his death or disability, his employment had been terminated by us without cause or his employment had been voluntarily terminated by him for good reason, or if there had been a change in control, then (a) the restrictions on all shares of restricted stock held by Mr. Bunin would have lapsed, (b) the performance shares granted to him effective March 5, 2011 would have remained outstanding, with the number of shares of common stock, if any, to be received by Mr. Bunin in respect of such performance shares to be determined based on the performance level achieved during the applicable three-year performance period, and (c) the target number of performance shares granted to him effective March 5, 2012 and March 5, 2013 would have vested; in such circumstances, this table reflects the aggregate market value, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, of a number of shares equal to (i) all shares of restricted stock held by Mr. Bunin, (ii) 2,827, the actual number of shares of common stock received by Mr. Bunin in respect of the performance shares granted to him effective March 5, 2011 based on the performance level achieved during the applicable three-year performance period as determined by our compensation committee in early 2014, and (iii) the target number of shares of

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(15)

Reflects the spread, if any, of (a) the aggregate market value of the shares of common stock purchasable upon exercise of the option rights which would have vested early due to Mr. Bunin's termination, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, over (b) the aggregate exercise price required to purchase such shares upon exercise of such option rights. All option rights that were held by Mr. Bunin on December 31, 2013 had previously vested. Accordingly, no spread is reflected in this table. In any event, the $80.01 per share exercise price of such option rights exceeded the $70.24 closing price per share of our common stock as reported on the Nasdaq Stock Market on December 31, 2013.

(16)

Under our Restoration Plan, Mr. Bunin is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause. In addition, under our Savings Plan, upon termination of employment, Mr. Bunin is eligible to receive a distribution of his vested balance under the plan; however, such balance is not reflected in this table.

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(1)

Under our Salaried Severance Plan, if Mr. Harvey's employment is terminated by us without cause, Mr. Harvey is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 26 weeks (the maximum under the Salaried Severance Plan), which we refer to as the continuation period, determined based on his number of years of full employment as of December 31, 2013, and (b) continuation of his medical and dental, disability and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(2)

Under Mr. Harvey's Change in Control Agreement, if Mr. Harvey's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Harvey is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(3)	Notwithstanding the fact that Mr. Harvey had not reached age 65 as of December 31, 2013, this column is provided for illustrative purposes.

(4)	Assumes that there is no earned but unpaid base salary at the time of termination.

(5)

Under our 2013 STI Plan, Mr. Harvey's target award for 2013 was $250,000, but his award could have ranged from a threshold of $125,000 to a maximum of $750,000, or could have been zero if the threshold performance was not achieved. Mr. Harvey's award under our 2013 STI Plan was determined in March 2014 to be $426,250. If Mr. Harvey's employment had terminated on December 31, 2013, Mr. Harvey would have been entitled to full payment of his award under the 2013 STI Plan unless his employment had been terminated by us for cause or voluntarily terminated by him other than for good reason. Under the 2013 STI Plan, Mr. Harvey would have been entitled to a pro rata award under the 2013 STI Plan if his employment had been terminated during 2013 but prior to December 31, 2013 and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been terminated by us without cause or had been voluntarily terminated by him for good reason. Under Mr. Harvey's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination

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(6)	Assumes that Mr. Harvey used all of his 2013 vacation and that he has five weeks of accrued vacation for 2014.

(7)

This table reflects the present value of Mr. Harvey's medical and dental benefits at December 31, 2013 determined (a) assuming family coverage in a consumer-driven health plan and a premium dental plan throughout the applicable benefit continuation period and (b) based on current COBRA coverage rates for 2014 and assuming a 10% increase in the cost of medical and dental coverage for 2015 as compared to 2014.

(8)

This table reflects the present value of Mr. Harvey's disability benefits at December 31, 2013 determined (a) assuming coverage throughout the applicable benefit continuation period, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 3.40% per annum.

(9)

Reflects the actuarial present value of Mr. Harvey's disability benefits at December 31, 2013 determined (a) assuming full disability at December 31, 2013, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 3.40% per annum. Such disability benefits would be paid by a third-party insurer and not by us.

(10)

This table reflects the present value of Mr. Harvey's life insurance benefits at December 31, 2013 determined (a) assuming coverage through out the applicable benefit continuation period at his current election of the maximum available coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (e) applying a discount rate of 3.40% per annum.

(11)

Reflects the life insurance benefit payable assuming Mr. Harvey's death had occurred on December 31, 2013 other than while traveling on company-related business. Such life insurance benefit would have been paid by a third-party insurer and not by us. We maintain a travel and accidental death policy for certain employees, including Mr. Harvey, that would provide an additional $1,000,000 death benefit payable to Mr. Harvey's estate if his death occurs during company-related travel. Such death benefit would be paid by a third-party insurer and not by us.

(12)	This table reflects the estimated cost to us of continuing Mr. Harvey's perquisites for such two-year period as follows: club membership dues, $22,812; and vehicle allowance, $22,146. Such amount has been estimated by multiplying the cost of Mr. Harvey's perquisites for 2013 by two.

(13)

Under Mr. Harvey's Change in Control Agreement, in general, if any payments to Mr. Harvey would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Harvey an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Harvey retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Harvey will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Harvey, or any such reduction to the aggregate payments to Mr. Harvey that would have occurred, if his employment had been terminated on December 31, 2013 by us without cause or by him for good reason following a change in control on such date.

(14)

If, on December 31, 2013, Mr. Harvey's employment had been terminated as a result of his death or disability, his employment had been terminated by us without cause or his employment had been voluntarily terminated by him for good reason, or if there had been a change in control, then (a) the restrictions on all shares of restricted stock held by Mr. Harvey would have lapsed, (b) the performance shares granted to him effective March 5, 2011 would have remained outstanding, with the number of shares of common stock, if any, to be received by Mr. Harvey in respect of such performance shares to be determined based on the performance level achieved during the applicable three-year performance period, and (c) the target number of performance shares granted to him effective March 5, 2012 and March 5, 2013 would have vested; in such circumstances, this table reflects the aggregate market value, determined based on a per

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(15)

Reflects the spread, if any, of (a) the aggregate market value of the shares of common stock purchasable upon exercise of the option rights which would have vested early due to Mr. Harvey's termination, determined based on a per share price of $70.24, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2013, over (b) the aggregate exercise price required to purchase such shares upon exercise of such option rights. All option rights that were held by Mr. Harvey on December 31, 2013 had previously vested. Accordingly, no spread is reflected in this table. In any event, the $80.01 per share exercise price of such option rights exceeded the $70.24 closing price per share of our common stock as reported on the Nasdaq Stock Market on December 31, 2013.

(16)

Under our Restoration Plan, Mr. Harvey is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause. In addition, under our Savings Plan, upon termination of employment, Mr. Harvey is eligible to receive a distribution of his vested balance under the plan; however, such balance is not reflected in this table.

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(1)

Reflects (a) annual retainer of $45,000, (b) any additional annual retainer for serving as Lead Independent Director or chair of a committee of the board of directors, and (c) fees for attendance of board or board committee meetings. Each non-employee director had the right to elect to receive shares of our common stock in lieu of any or all of his or her annual cash retainer, including retainers for serving as a committee chair or Lead Independent Director. In 2013: Ms. Martin elected to receive 700 shares of common stock in lieu of $44,989 of her annual retainer; Mr. Murdy elected to receive 583 shares of common stock in lieu of $37,469 of his annual retainer; Dr. Osborne elected to receive 933 shares of common stock in lieu of $59,964 of his annual retainer; and Mr. Wilcox elected to receive 700 shares of common stock in lieu of $44,989 of his annual retainer. In each case, the number of shares received was determined based on a per share price of $64.27, the average of the closing prices per share of our common stock as reported by the Nasdaq Stock Market for the 20 trading days prior to the award date of the annual retainers.

(2)

Reflects the aggregate grant date fair value of restricted stock awards to non-employee directors determined in accordance with ASC Topic 718, without regard to potential forfeiture. On June 4, 2013, in accordance with our director compensation policy described below, each non-employee director received a grant of restricted stock having a value of $95,000; the average of the closing prices per share of our common stock as reported by the Nasdaq Stock Market for the 20 trading days prior to the award date was $64.27, resulting in the issuance of 1,478 shares of restricted stock to each non-employee director. For additional information regarding the assumptions made in the valuation of restricted stock awards with respect to our 2013 fiscal year, see Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. As of December 31, 2013, each non-employee director held 1,478 shares of restricted stock. The restrictions on 100% of the shares of restricted stock granted to non-employee directors will lapse on June 4, 2014 or earlier if the director's services to our company terminate as a result of death or disability, or in the event of a change in control. The non-employee director will receive all dividends and other distributions paid with respect to the shares of restricted stock he or she holds, but if any of such dividends or distributions are paid in shares of our capital stock, such shares will be subject to the same restrictions on transferability as are the shares of restricted stock with respect to which they were paid.

(3)	Reflects dividends received on restricted stock. In 2013, each of the directors received $1,830 in dividends paid on restricted stock.

•	an annual retainer of $45,000 per year;

•	an annual grant of restricted stock having a value equal to $95,000;

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•	a fee of $1,500 per day for each meeting of the board of directors attended in person and $750 per day for each such meeting attended by phone; and

•	a fee of $1,500 per day for each in-person committee meeting of the board of directors attended ($2,000 per day for each such audit committee meeting) and $750 per day for each telephonic committee meeting of the board of directors meeting attended ($1,000 per day for each such audit committee meeting).

(1)

Our Equity Incentive Plan initially became effective on July 6, 2006. Thereafter, the Equity Incentive Plan was amended and restated by our board of directors effective as of February 6, 2008, again effective as of June 2, 2009 and again effective as of March 1, 2010; the amendments in connection therewith were not material and did not affect the number of shares available for issuance under the Equity Incentive Plan. Subsequently, the Equity Incentive Plan was amended and restated by our board of directors and approved by our stockholders effective June 8, 2010; in this instance, the amendments increased the number of shares available for issuance under the Equity Incentive Plan by 500,000 shares. The Equity Incentive Plan was again amended and restated by our board of directors effective February 8, 2012 and again effective as of April 10, 2013; the amendments in connection therewith were not material and did not affect the number of shares available for issuance under the Equity Incentive Plan. The Equity Incentive Plan is our only equity compensation plan. A copy of the Equity Incentive Plan is attached as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

(2)	Reflects options to purchase 20,791 shares of common stock, restricted stock units covering 5,472 shares of common stock and performance shares covering 562,554 shares of common stock, in each case outstanding as of December 31, 2013, and does not include 178,558 unvested restricted shares outstanding on December 31, 2013.

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(3)	Reflects the exercise price per share of common stock purchasable upon exercise of options outstanding as of December 31, 2013. The exercise price is the same for all such options. No exercise price is payable in connection with the issuance of shares covered by the restricted stock units or performance shares outstanding as of December 31, 2013.

(4)

Subject to certain adjustments that may be required from time to time to prevent dilution or enlargement of the rights of participants, a maximum of 2,722,222 shares of common stock may be issued under the Equity Incentive Plan, taking into account all shares issued under the Equity Incentive Plan. As of December 31, 2013, 1,292,712 shares of common stock had been issued thereunder. Of such 1,292,712 shares, 178,558 were shares of restricted stock that remained subject to forfeiture as of such date. In the event of forfeiture, such shares again become available for issuance.

•	each named executive officer;

•	each of our current directors;

•	all our current directors and executive officers as a group; and

•	each person or entity known to us to beneficially own 5% or more of our common stock as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.

(1)	Includes shares of our common stock that as of April 11, 2014 were issuable upon exercise of options within 60 days after April 11, 2014, as follows: Hockema (8,037 shares); Rinkenberger (803 shares); Donnan (2,083 shares); Bunin (1,961 shares); Harvey (1,202) and all current directors and executive officers as a group (17,063 shares).

(2)	Includes shares of restricted stock that remained subject to forfeiture as of April 11, 2014, as follows: Hockema (23,190 shares); Rinkenberger (17,224 shares); Donnan (14,977 shares); Bunin (14,977 shares); Harvey (14,325 shares)Bartholomew (1,478 shares); Foster (1,478 shares); Hopp (1,478 shares); Martin (1,478 shares); Murdy (1,478 shares);

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(3)	Includes 111,420 shares of our common stock held by the Hockema Family Trust.

(4)	Includes 3,500 shares of our common stock held by a Keough plan of which Dr. Osborne is the beneficiary, 200 shares of our common stock held by Dr. Osborne's son and 500 shares held by the Rahnasto/Osborne Revocable Trust U/A DTD 11/07/1999 of which Dr. Osborne is a co-beneficiary and a co-trustee.

(5)	Shares beneficially owned by BlackRock, Inc. are as reported on Amendment No. 3 to Schedule 13G filed by BlackRock, Inc. on February 10, 2014. BlackRock, Inc. has sole voting power with respect to 1,684,762 shares and sole dispositive power with respect to 1,750,876 shares. The principal address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022.

(6)

Shares beneficially owned by Dimensional Fund Advisors LP are as reported on Amendment No. 3 to Schedule 13G filed     by the Dimensional Fund Advisors LP on February 10, 2014. Dimensional Fund Advisors LP has sole voting power with respect to 1,600,541 shares and sole dispositive power with respect to 1,622,431 shares. The principal address of Dimensional Fund Advisors, LP is Palisades West, Building One, 6300 Bee Caves Road, Austin, Texas, 78746.

(7)

Shares beneficially owned by Vanguard Group, Inc. are as reported on Amendment No. 1 to Schedule 13G filed by Vanguard Group, Inc. on February 11, 2014. Vanguard Group, Inc. has sole voting power with respect to 29,384 shares and sole dispositive power with respect to 1,107,785 shares. Vanguard Group, Inc. has shared dispositive power with respect to 28,184 shares. The principal address of Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

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•	external data relating to the audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte & Touche LLP and its member firms;

•	Deloitte & Touche LLP's tenure as our independent registered public accounting firm and its familiarity with our operations and businesses, accounting policies and practices and internal control over financial reporting;

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(1)	Audit fees consist principally of fees for the audit of our annual financial statements included in our Annual Report on Form 10-K for those years and review of our financial statements included in our Quarterly Reports on Form 10-Q for those years, and for audit services provided in connection with compliance with the requirements of the Sarbanes-Oxley Act of 2002.

(2)	Audit-related fees consist principally of fees for statutory audits.

(3)	Tax fees consist principally of fees for tax advisory services.

(4)	All other fees for 2012 consist of the subscription fee to the Deloitte & Touche LLP Research Tool Library and fees relating to our senior notes offering in May 2012. All other fees for 2013 consist of the subscription fee to the Deloitte & Touche LLP Research Tool Library and fees relating to the review of agreed-upon procedures relating to certain environmental matters.

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