Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding beneficial ownership of shares by nominees and continuing directors, named executive officers, 5% beneficial owners, and by all directors and executive officers as a group appearing under "Stock Ownership of Directors, Executive Officers and 5% Beneficial Owners" in the 2014 Proxy Statement is hereby incorporated by reference.

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of September 30, 2013:



	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders (1)	21,653,946	$47.03	24,431,516
Equity compensation plans not approved by security holders	—	—	—
Total	21,653,946	$47.03	24,431,516


(1)	Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Included in column (a) are 5,118,500 shares reserved for performance shares awards (awarded in 2013), which will be distributed primarily in shares of common stock and partially in cash contingent upon the Company achieving the financial performance objectives through 2016 and continued service by the employee. Also included in column (a) are 4,837,739 shares reserved for performance shares awards (awarded primarily in 2010), 2,902,647 of which were issued primarily in shares of common stock and paid partially in cash in early fiscal 2014 as a result of achieving the financial objective at a 93 percent performance level by the end of fiscal 2013, and 1,935,092 shares which will be distributed in shares of common stock contingent upon one additional

(1)

Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Included in column (a) are 5,118,500 shares reserved for performance shares awards (awarded in 2013), which will be distributed primarily in shares of common stock and partially in cash contingent upon the Company achieving the financial performance objectives through 2016 and continued service by the employee. Also included in column (a) are 4,837,739 shares reserved for performance shares awards (awarded primarily in 2010), 2,902,647 of which were issued primarily in shares of common stock and paid partially in cash in early fiscal 2014 as a result of achieving the financial objective at a 93 percent performance level by the end of fiscal 2013, and 1,935,092 shares which will be distributed in shares of common stock contingent upon one additional

year of service by employees, and the remainder of which have been earned under prior performance shares programs but for which participants elected to defer payment. As provided by the Company’s Incentive Shares Plans, performance shares awards represent a commitment to issue such shares without cash payment by the employee, contingent upon achievement of the objective and continued service by the employee. The price in column (b) represents the weighted-average exercise price for outstanding options. Included in column (c) are 5,038,410 shares remaining available for award under the previously approved 2006 Incentive Shares Plan and 269,750 shares remaining available under the previously approved Restricted Stock Plan for Non-Management Directors.

Information regarding stock option plans and incentive shares plans set forth in Note 14 of Notes to Consolidated Financial Statements of the 2013 Annual Report is hereby incorporated by reference.

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