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 three members to our board of directors for three-year terms to expire at our 2016 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 2013; 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, 2013 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 Tuesday, June 4, 2013, 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 12, 2013 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 three members to our board of directors to serve until our 2016 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 2013; 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 2013.

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 Monday June 3, 2013.

•	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 Monday, June 3, 2013.

•	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 12, 2013, the record date, 19,002,504 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 2013.

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 three 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.

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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 2013. 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 2013, 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 2013. 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 2013 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.

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•	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

•	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 a 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 auditors;

•	reviewing our systems of internal accounting controls;

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•	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.

•	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

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•	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;

•	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;

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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 LLC; and

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•	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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•	net sales of $1.4 billion and record value added revenue;

•	operating income of $166 million and record adjusted EBITDA;

•	net income of $86 million and record adjusted net income;

•	the issuance of $255 million aggregate principal amount of our 8.250% senior notes due 2020;

•	successful rollout of KaiserSelect® Precision Rod®, aerospace plate and general engineering plate products;

•	maintaining record safety performance;

•	record quality performance; and

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•	increasing 2012 dividend by 4% over the prior year's dividend, resulting in dividend payments totaling $19.6 million (or $1.00 per share for the year) to our stockholders.

•	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 (2012 through 2014) 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 ISS.

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•	Level of responsibility;

•	Prior experience;

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•	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:

•	excluding the assets and liabilities of our Secondary Aluminum business unit;

•	removing discontinued or former operations and legacy environmental accruals;

•	eliminating fresh start accounting adjustments to the value of property, plant and intangible assets;

•	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 last-in, first out inventory charges (benefits) and respective non-cash metal gains (losses);

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

•	adding back depreciation associated with step-down in property, plant and equipment resulting from fresh start accounting;

•	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 discontinued operations and 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;

•	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.

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•	Our adjusted 2012 PTOI for our core Fabricated Products business of $131 million was determined by adjusting our reported 2012 PTOI of $166 million pursuant to the terms of the 2012 STI Plan to, among other things, exclude unrealized mark-to-market gains and losses on metal derivative positions and lower of cost or market adjustments on inventory;

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Our adjusted net assets of $728 million as of December 31, 2011 was determined by adjusting our reported net assets as of December 31, 2011 of $873 million pursuant to the terms of the 2012 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;

•	The $55 million threshold of adjusted 2012 PTOI (compared to $52 million for 2011) for our core Fabricated Products business required before the minimum payout under the 2012 STI Plan (50% of the target payout) was determined by multiplying our adjusted net assets of $728 million as of December 31, 2011 by 7.5% to determine the applicable capital charge;

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The 2012 STI Plan pool of $6.5 million was determined by adding (i) $1.9 million (one half of the target payout under the 2012 STI Plan for equaling or exceeding the threshold) and (ii) $4.6 million, representing 6% of the $77 million excess of adjusted 2012 PTOI for our core Fabricated Products business of $131 million over the $55 million threshold, and then taking into consideration the 2012 safety results, which had very little impact on the 2012 STI Plan pool.

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•	The final 2012 STI Plan multiplier of 1.7 was determined by dividing the $6.5 million 2012 STI Plan pool by the $3.8 million target payout under the 2012 STI Plan.

•	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.

•	internal compensation balance; and

•	recognition of differing position responsibilities.

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(1)

The restrictions on 100% of the shares of restricted stock granted 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 in control. If the named executive officer's employment terminates before March 5, 2015 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, 2015. 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 closing price of our company's common stock on the grant date, which was $47.44 per share on March 5, 2012, 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 2012 - 2014 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 2015 under our 2012-2014 LTI Program unless the Company's performance exceeds the threshold performance required over the 2012 through 2014 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 closing price of our company's common stock on the grant date, which was $47.44 per share on March 5, 2012, 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 July 2015;

•	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 2012 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 4.70%, 3.75% and 3.40% per annum for 2010, 2011and 2012, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the preceding year and a discount rate of 4.70%, 3.75% 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 contributions made or to be made by us under our Savings Plan. For 2012, includes contributions as follows: Mr. Hockema, $26,925; Mr. Rinkenberger, $25,000; Mr. Donnan, $25,000; Mr. Bunin, $25,000; and Mr. Harvey, $29,387.

(5)

Includes 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). For 2012, includes contributions as follows: Mr. Hockema, $136,159; Mr. Rinkenberger, $35,683; Mr. Donnan, $32,416; Mr. Bunin, $32,791; and Mr. Harvey, $30,624.

(6)	Includes dividend and dividend equivalent payments which were not factored into the reported grant date fair value of the restricted stock and performance share awards. For 2012, includes such payments as follows: Mr. Hockema, $96,345; Mr. Rinkenberger, $47,340; Mr. Donnan, $39,742; Mr. Bunin, $42,123; and Mr. Harvey, $32,897.

(7)	Includes the cost to us of perquisites and other personal benefits for Mr. Hockema. For 2012, include a vehicle allowance of $14,570.

(8)	Includes the cost to us of perquisites and other benefits for Mr. Rinkenberger. For 2012, includes a vehicle allowance of $10,288.

(9)	Includes the cost to us of perquisites and other personal benefits for Mr. Donnan. For 2012, include such costs as follow: club membership dues; $8,411, vehicle allowance, $12,684; and relocation costs, $164,201.

(10)	Includes the cost to us of perquisites and other personal benefits for Mr. Bunin. For 2012, includes a vehicle allowance of $11,971.

(11)	Includes the cost to us of perquisites and other personal benefits for Mr. Harvey. For 2012, include such costs as follows: club membership dues, $12,662; and vehicle allowance, $11,073.

•	For 2012 Mr. Hockema, 17.2%; Mr. Rinkenberger, 21.7%; Mr. Donnan, 20.5%; Mr. Bunin, 23.1%; and Mr. Harvey, 22.7%;

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

•	For 2010 Mr. Hockema, 26.4%; Mr. Rinkenberger, 27.7%; and Mr. Donnan, 31.4%.

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(1)	Represents reimbursement of legal fees and expenses incurred by Mr. Hockema in connection with the negotiation and consummation of his amended and restated employment agreement with us.

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