Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2002 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 1-8344
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Limited Brands, Inc.
Savings and Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Limited Brands, Inc.
Three Limited Parkway
P O BOX 16000
Columbus, Ohio 43216
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
Report on Audits of Financial Statements
As of and for the Years Ended December 31, 2002 and 2001
And Supplemental Schedule as of December 31, 2002
| 1 | ||
| Financial Statements |
||
| 2 | ||
| 3 | ||
| 4 | ||
| Supplementary Schedule |
||
| 12 | ||
Table of Contents
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Limited Brands, Inc. and the
Plan Administrator of the Limited Brands, Inc.
Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for benefits of the Limited Brands, Inc. Savings and Retirement Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ ARY, ROEPCKE & MULCHAEY, P.C.
Columbus, Ohio
May 29, 2003
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Limited Brands, Inc. Savings and Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
| 2002 |
2001 | |||||
| Assets |
||||||
| Investments |
$ | 354,410,199 | $ | 360,766,347 | ||
| Receivable for contributions: |
||||||
| Employer |
30,099,562 | 29,130,885 | ||||
| Participants |
2,381,612 | 1,509,112 | ||||
| Total receivable contributions |
32,481,174 | 30,639,997 | ||||
| Cash |
512 | — | ||||
| Due from brokers |
26,989 | 585 | ||||
| Accrued interest and dividends |
26,415 | 5,874 | ||||
| Total assets |
386,945,289 | 391,412,803 | ||||
| Liabilities |
||||||
| Cash overdraft |
— | 542 | ||||
| Administrative fees payable |
183,745 | 150,719 | ||||
| Due to brokers |
429,563 | 11,714 | ||||
| Total liabilities |
613,308 | 162,975 | ||||
| Net assets available for benefits |
$ | 386,331,981 | $ | 391,249,828 | ||
The accompanying notes are an integral part of these financial statements.
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Limited Brands, Inc. Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2002 and 2001
| 2002 |
2001 |
|||||||
| Additions |
||||||||
| Investment income: |
||||||||
| Net depreciation in fair value of investments |
$ | (52,340,167 | ) | $ | (48,765,089 | ) | ||
| Earnings from investment contracts |
7,273,061 | 7,143,927 | ||||||
| Earnings from mutual funds |
2,146,148 | 2,006,435 | ||||||
| Dividends |
1,330,819 | 1,380,804 | ||||||
| Earnings from common collective trusts |
101,093 | 202,187 | ||||||
| Total investment loss |
(41,489,046 | ) | (38,031,736 | ) | ||||
| Contributions: |
||||||||
| Employer |
46,282,261 | 40,338,039 | ||||||
| Participant deferrals |
28,159,834 | 16,407,043 | ||||||
| Participant rollovers |
3,051,927 | 1,312,416 | ||||||
| Total contributions |
77,494,022 | 58,057,498 | ||||||
| Total additions |
36,004,976 | 20,025,762 | ||||||
| Deductions |
||||||||
| Distributions to participants |
39,582,369 | 42,567,528 | ||||||
| Administrative expenses |
1,340,454 | 1,415,833 | ||||||
| Total deductions |
40,922,823 | 43,983,361 | ||||||
| Net decrease prior to transfers |
(4,917,847 | ) | (23,957,599 | ) | ||||
| Transfer of net assets available for benefits to plan of former affiliate |
— | (18,257,837 | ) | |||||
| Net decrease |
(4,917,847 | ) | (42,215,436 | ) | ||||
| Net assets available for benefits |
||||||||
| Beginning of year |
391,249,828 | 433,465,264 | ||||||
| End of year |
$ | 386,331,981 | $ | 391,249,828 | ||||
The accompanying notes are an integral part of these financial statements.
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Limited Brands, Inc. Savings and Retirement Plan
December 31, 2002 and 2001
| (1) | Description of the plan |
| General |
The Limited Brands, Inc. Savings and Retirement Plan (the “Plan”; formerly “The Limited, Inc. Savings and Retirement Plan”) is a defined contribution plan covering certain employees of Limited Brands, Inc. and its affiliates (the “Employer”) who are at least 21 years of age and have completed a year of employment with 1,000 or more hours of service. During Plan years 2000 and 2001, employees whose base salary was equal to or exceeded $100,000 and met the eligibility requirements described above, were eligible to receive retirement contributions, but were not eligible to make voluntary 401(k) contributions. Certain employees of the Employer, who are covered by a collective bargaining agreement, are not eligible to participate in the Plan.
Effective November 27, 2002, Limited Brands, Inc. sold Lerner New York/New York & Company (“Lerner”), a subsidiary, to an outside investor group. Subsequent to year-end, the net assets available for benefits allocated to the former participants employed by Lerner were transferred to the plan sponsored by Lerner.
Effective March 21, 2002, Limited Brands, Inc. completed a tax-free tender offer and merger, which resulted in the acquisition of the Intimate Brands, Inc. minority interest. As a result, each share of Intimate Brands, Inc. common stock in the Plan was exchanged for 1.1 shares of Limited Brands, Inc. common stock.
Effective January 1, 2002, the Plan was amended to, among other things: 1) change eligibility requirements as noted above, 2) change participant’s and Employer’s contributions as noted under “Contributions” below, and 3) change vesting as noted under “Vesting” below.
Effective August 16, 2001, Limited Brands, Inc. sold Lane Bryant, a subsidiary, to Charming Shoppes, Inc. Subsequent to the sale, the net assets available for benefits allocated to the former participants employed by Lane Bryant were transferred to the plan sponsored by Lane Bryant.
Effective July 1, 2001, the Plan was amended to provide to Lane Bryant participants: 1) a non-service related retirement contribution equal to 4% of their compensation earned through August 16, 2001 below $50,000 and 7% of their compensation that exceeded $50,000 for participants who completed 300 hours of service year-to-date through August 16, 2001, 2) a service related contribution equal to 1% of their compensation earned through August 16, 2001 for participants who completed five or more years of vesting service and 300 hours of service year-to-date through August 16, 2001, and 3) full vesting in the Employer’s contributions.
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
Contributions
Employer’s retirement contribution:
The Employer will provide a non-service and a service related retirement contribution equal to a percentage of participants’ annual eligible compensation to those participants who are employed on the last day of the Plan year and have completed 500 hours of service during the Plan year. In addition, the service related retirement contribution also requires that the participant have five or more years of vesting service. The annual compensation of each participant taken into account under the Plan is limited to the maximum amount permitted under Section 401(a)(17) of the Internal Revenue Code. The annual compensation limit for the Plan years ended December 31, 2002 and 2001 was $200,000 and $170,000, respectively. The total retirement contribution percentages are as follows:
| Years of Service |
Earnings Less Than Social Security Wage Base |
Earnings Greater Than Social Security Wage Base | ||
| Less than 5 years (non-service related contribution) |
3% | 6% | ||
| 5 or more years (service related contribution) |
4% | 8% |
Prior to January 1, 2002, the total retirement contribution percentages were as follows:
| Years of Service |
Earnings Less Than Social Security Wage Base |
Earnings Greater Than Social Security Wage Base | ||
| Less than 5 years (non-service related contribution) |
4% | 7% | ||
| 5 or more years (service related contribution) |
5% | 8% |
Employer’s matching contribution:
The Employer will provide a matching contribution of 100% of the participant’s voluntary contributions up to 4% of the participant’s annual eligible compensation. A participant’s eligible compensation is equal to their total compensation less any compensation earned during a period for which the participant elected not to make voluntary contributions or was on suspension as a result of a hardship withdrawal. Prior to January 1, 2002, the match was 100% of the participant’s voluntary contributions up to 3% of the participant’s compensation for each deferral period.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
Participant’s voluntary contributions:
A participant may elect to make a voluntary tax-deferred contribution of 1% to 15% of his or her annual compensation up to the maximum permitted under Section 402(g) of the Internal Revenue Code adjusted annually ($11,000 at December 31, 2002). This voluntary tax-deferred contribution may be limited by Section 401(k) of the Internal Revenue Code. Prior to January 1, 2002, voluntary tax-deferred contributions were limited to no greater than 6% and a participant whose base salary equaled or exceeded $100,000 ceased being a participant for purposes of making voluntary contributions, the first day of the Plan year following the year in which the $100,000 base salary threshold was met. Instead, such employee became a participant in the Supplemental Retirement Plan, a non-qualified plan, for purposes of making voluntary contributions.
Investment options
Both the Employer and participant contributions can be directed into various investment options offered by the Plan solely at the participant’s discretion. The Plan currently offers six mutual funds, three common collective trusts, one pooled account of Employer’s common stock, one pooled account of guaranteed investment contracts, and self directed brokerage accounts. The Plan has two pooled accounts for the common stock of former affiliates to which no additional investments are allowed.
Participant accounts
Each participant’s account is credited with the participant’s and Employer contributions and allocated investment earnings and administrative expenses. Allocations are based on the participant’s account balances or earnings. The benefit to which a participant is entitled is equal to the vested balance in the participant’s account.
Vesting
A participant is fully and immediately vested for voluntary, rollover, and matching contributions and is credited with a year of vesting service in the Employer’s retirement contributions for each Plan year that they are credited with at least 500 hours of service. A summary of vesting percentages in the Employer’s retirement contributions follows:
| Years of vested service |
Percentage | |
| Less than 3 years |
0% | |
| 3 years |
20% | |
| 4 years |
40% | |
| 5 years |
60% | |
| 6 years |
80% | |
| 7 years |
100% |
Prior to January 1, 2002, vesting in the Employer’s matching contribution was the same as the retirement contribution.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
Payment of benefits
The full value of participants’ accounts becomes payable upon retirement, disability, or death. Upon termination of employment for any other reason, participants’ accounts, to the extent vested, become payable. Those participants with vested account balances greater than $5,000 have the option of leaving their accounts invested in the Plan until age 65. All benefits will be paid as a lump-sum distribution. Those participants holding shares of Employer Securities will have the option of receiving such amounts in whole shares of Employer Securities and cash for any fractional shares. Participants have the option of having their benefit paid directly to an eligible retirement plan specified by the participant.
A participant who is fully vested in his or her account and who has participated in the Plan for at least seven years may obtain an in-service withdrawal from their account based on the percentage amounts designated by the Plan. A participant may also request a hardship distribution due to an immediate and heavy financial need based on the terms of the Plan.
Amounts allocated to participants withdrawn from the Plan
Amounts allocated, but not yet paid, to participants withdrawn from the Plan were $163,625 and $117,246 as of December 31, 2002 and 2001, respectively.
Forfeitures
Forfeitures are used to reduce the Employer’s required contributions, and if so elected by the Employer, to reduce administrative expenses. Forfeitures of $2,943,107 and $7,510,832 were used to reduce contributions for the years ended December 31, 2002 and 2001, respectively. Forfeitures of $284,119 and $363,585 were used to reduce administrative expenses for the years ended December 31, 2002 and 2001, respectively. At December 31, 2002, there was $518,886 of unused forfeitures available, which represents unallocated Plan assets. There were no unused forfeitures at December 31, 2001.
Expenses and fees
Expenses of the Plan are deducted from participants’ accounts as follows: 1) annual participant fee from $12 to $200 based on account balance, deducted on a quarterly basis, 2) a $10 disbursement fee for withdrawals and terminations, 3) a $3 fee for recurring installment disbursements, and 4) a $50 annual fee for a self directed brokerage account. Investments in the Limited Brands, Inc., Intimate Brands, Inc., Too, Inc., and Abercrombie & Fitch Co. stock funds are charged an administrative fee of 3 basis points through a reduction in earnings. Investments in the SARP Stable Value Fund are charged an administrative fee of 30 basis points through a reduction in earnings. The Employer pays administrative expenses incurred in excess of fees collected from participants by either direct payment or forfeitures. Expenses and fees excluding those paid directly have been reported in the financial statements as administrative expenses.
Brokerage fees, transfer taxes and other expenses incurred in connection with the investment of the Plan’s assets will be added to the cost of investments purchased or deducted from the proceeds of investments sold.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
| (2) | Summary of accounting policies |
Basis of presentation
The accompanying financial statements have been prepared on the accrual basis of accounting, including investment valuation and income recognition.
Estimates
The Plan prepares its financial statements in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.
Risks
The plan provides for the various investment options as described in Note 1. Any investment is exposed to various risks, such as interest rate, market and credit. These risks could result in a material effect on participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
Income recognition
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Investment valuation
Mutual funds are stated at fair value as determined by quoted market prices, which represents the net asset value of shares held by the Plan at year-end. Common stocks are valued as determined by quoted market prices. The common collective trusts are valued on a daily basis. The value of each unit is determined by subtracting total liabilities from the total value of the assets, including accrued income, and dividing the amount remaining by the number of units outstanding on the valuation date. Investment contracts are recorded at contract value (Note 4).
Net depreciation in fair value of investments
Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for benefits as net depreciation in fair value of investments.
Benefit payments
Benefits are recorded when paid.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
| (3) | Investments |
The Plan’s investments are held by the American Express Trust Company, trustee of the Plan. The following table presents balances at December 31, 2002 and 2001 for the Plan’s current investment options. Investments that represent five percent or more of the Plan’s net assets are separately identified.
| 2002 |
2001 | |||||
| Investments at fair value as determined by: |
||||||
| Quoted market price |
||||||
| Common stock: |
||||||
| Limited Brands, Inc. |
$ | 61,533,602 | $ | 57,485,589 | ||
| Other |
7,585,319 | 20,499,209 | ||||
| Preferred stock |
550 | — | ||||
| Rights & warrants |
783 | — | ||||
| 69,120,254 | 77,984,798 | |||||
| Mutual funds: |
||||||
| Vanguard Institutional Index Fund |
68,493,403 | 80,845,380 | ||||
| Vanguard U.S. Growth Fund |
40,348,197 | 53,445,849 | ||||
| AIM Balanced Fund |
20,566,506 | 23,234,958 | ||||
| Other |
15,069,845 | 11,166,668 | ||||
| 144,477,951 | 168,692,855 | |||||
| Total quoted market price |
213,598,205 | 246,677,653 | ||||
| Contract cost |
||||||
| Investment contracts |
114,161,912 | 104,878,013 | ||||
| Estimated fair value |
||||||
| Common collective trusts |
26,650,082 | 9,210,681 | ||||
| Total investments at fair value |
$ | 354,410,199 | $ | 360,766,347 | ||
The Plan’s investments (including investments bought, sold, and held during the year) appreciation (depreciation) in value for the years ended December 31, 2002 and 2001, is set forth below:
| 2002 |
2001 |
|||||||
| Investments at fair value as determined by: |
||||||||
| Quoted market price |
||||||||
| Common stock |
$ | (2,791,701 | ) | $ | (5,548,014 | ) | ||
| Mutual funds |
(49,229,102 | ) | (43,539,345 | ) | ||||
| Other |
508 | — | ||||||
| (52,020,295 | ) | (49,087,359 | ) | |||||
| Estimated fair value |
||||||||
| Common collective trusts |
(319,872 | ) | 322,270 | |||||
| Net depreciation in fair value |
$ | (52,340,167 | ) | $ | (48,765,089 | ) | ||
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
| (4) | Investment contracts |
The Plan, under the SARP Stable Value Fund investment option, enters into investment contracts with insurance companies and financial institutions. The contracts are included in the financial statements at contract value, because they are fully benefit responsive. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses.
These contracts provide a liquidity guarantee, by financially responsible third parties, of principal and previously accrued interest which can be utilized for liquidations, transfers, or hardship withdrawals initiated by Plan participants exercising their rights under the terms of the on-going Plan. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The estimated fair value of the investment contracts at December 31, 2002 and 2001 was $119,102,858 and $109,657,811, respectively. The average yield for the investment contracts was approximately 6.41% and 6.95% for the years ended December 31, 2002 and 2001, respectively. The weighted average crediting rate for these contracts was 5.86% and 7.14% at December 31, 2002 and 2001, respectively. The crediting rate is based on an agreed upon rate with the issuer, but cannot be less than zero. Contracts with insurance companies are for a fixed rate for the term of the contract and the contracts with financial institutions have a quarterly crediting interest-rate reset.
| (5) | Tax status |
The Internal Revenue Service has determined and informed the Employer by a letter dated November 1, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code and therefore, is exempt from Federal income taxes.
| (6) | Plan administration |
A committee comprised of members appointed by the Board of Directors of the Employer administers the Plan. The Board of Directors delegated the day to day administrative duties to the Administrative Committee.
| (7) | Plan termination |
Although the Employer has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time. Limited Brands, Inc. has the right at any time, by action of its Board of Directors, to terminate the Plan subject to provisions of ERISA. Upon Plan termination or partial termination, participants will become fully vested in their accounts.
| (8) | Parties-in-interest |
American Express Trust Company, trustee of the Plan, its subsidiaries and affiliates maintain and manage certain of the investments of the Plan for which the Plan is charged.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2002 and 2001
| (9) | Reconciliation of financial statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
| 2002 |
2001 |
|||||||
| Net assets available for benefits per the financial statements |
$ | 386,331,981 | $ | 391,249,828 | ||||
| Amounts allocated to withdrawing participants |
(163,625 | ) | (117,246 | ) | ||||
| Net assets available for benefits per Form 5500 |
$ | 386,168,356 | $ | 391,132,582 | ||||
The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500:
| Benefits paid to participants per the financial statements |
$ | 39,582,369 | ||
| Amounts allocated to withdrawing participants: |
||||
| At December 31, 2002 |
163,625 | |||
| At December 31, 2001 |
(117,246 | ) | ||
| Benefits paid to participants per Form 5500 |
$ | 39,628,748 | ||
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date.
| (10) | Subsequent event |
Subsequent to year-end, in connection with the sale of Lerner, net assets of $26,228,095 were transferred to a plan sponsored by Lerner.
Also effective May 1, 2003, certain investment options were changed as follows:
| Previous Investment Options |
New Investment Options | |
| Vanguard U.S. Growth Fund |
American Express New Dimensions Fund | |
| AIM Balanced Fund |
ABN Amro/Montag & Caldwell Balanced Fund | |
| Janus Overseas Fund |
Artisian International Fund | |
| American Century Income & Growth Fund |
Dodge & Cox Stock Fund | |
| American Express Selective Fund |
PIMCO Total Return Fund | |
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Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | ||||||
| * |
Limited Brands, Inc. | Common Stock—4,417,344 shares | $ | 61,533,602 | |||||
| Too, Inc. | Common Stock—206,415 shares | 4,854,881 | |||||||
| Abercrombie & Fitch Co. | Common Stock—67,007 shares | 1,370,963 | |||||||
| * |
American Express Trust Income I | Common Collective Trust—182,952 shares | 11,166,686 | ||||||
| * |
American Express Trust Horizon Long-Term (80:20) |
Common Collective Trust—249,099 shares | 4,671,597 | ||||||
| * |
American Express Trust Money Market I | Common Collective Trust—4,171,381 shares | 4,171,381 | ||||||
| * |
American Express Trust Horizon Short-Term (25:75) | Common Collective Trust—175,654 shares | 3,093,087 | ||||||
| * |
American Express Trust Horizon Medium-Term (50:50) | Common Collective Trust—132,924 shares | 2,658,342 | ||||||
| * |
American Express Trust Money Market II | Common Collective Trust—888,989 shares | 888,989 | ||||||
| Vanguard Institutional Index Fund | Mutual Fund—851,378 shares | 68,493,403 | |||||||
| Vanguard U.S. Growth Fund | Mutual Fund—3,345,622 shares | 40,348,197 | |||||||
| AIM Balanced Fund | Mutual Fund—988,299 shares | 20,566,505 | |||||||
| Janus Overseas Fund | Mutual Fund—422,211 shares | 6,455,608 | |||||||
| American Century Income & Growth Fund | Mutual Fund—206,373 shares | 4,486,539 | |||||||
| * | Represents a party-in-interest |
| (1) | Cost information omitted—investment is part of individual account plan that participant or beneficiary directed with respect to assets allocated to his or her account. |
The notes to the financial statements are an integral part of this schedule.
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Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value |
||||||
| * |
American Express Selective Fund | Mutual Fund—357,394 shares | 3,091,455 | ||||||
| Protective | Investment Contract—5,000,000—7.30% due 2/17/04 | 5,314,493 | |||||||
| GE Life | Investment Contract—5,000,000—7.10% due 11/15/04 | 5,132,329 | |||||||
| Travelers | Investment Contract—3,333,334—7.20% due 10/15/03 | 3,383,229 | |||||||
| GE Life | Investment Contract—3,000,000—7.79% due 4/15/05 | 3,165,316 | |||||||
| Protective | Investment Contract—3,000,000—7.71% due 4/15/03 | 3,163,636 | |||||||
| Travelers | Investment Contract—3,000,000—7.80% due 5/15/05 | 3,146,045 | |||||||
| Travelers | Investment Contract—3,000,000—7.58% due 6/15/03 | 3,121,293 | |||||||
| Protective | Investment Contract—3,000,000—7.92% due 8/15/05 | 3,088,355 | |||||||
| GE Life | Investment Contract—2,000,000—7.28% due 2/15/06 | 2,127,091 | |||||||
| Protective | Investment Contract—2,000,000—6.15% due 5/15/06 | 2,076,989 | |||||||
| Protective | Investment Contract—2,000,000—8.24% due 8/15/05 | 2,061,226 | |||||||
| Hartford | Investment Contract—2,000,000—7.07% due 12/14/05 | 2,005,624 | |||||||
| Bank of America I Contract | |||||||||
| Bank of America I Wrapper |
Contract Wrapper—5.45% due 12/31/50 | (162,761 | ) | ||||||
The notes to the financial statements are an integral part of this schedule.
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Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value |
||||||
| Net due broker | Net due broker for open purchases/sales | (776,144 | ) | ||||||
| * |
American Express Trust US Government Securities I | Common Collective Trust—774,804 shares | 774,804 | ||||||
| * |
American Express Trust Money Market I | Common Collective Trust—1,679 shares | 1,679 | ||||||
| FNMA TBA | Government obligation—347,074—6.50% due 1/01/15 | 365,837 | |||||||
| DLJ Commercial Mortgage Corp. 1999-CG3 A-1A | Bond—281,539—7.12% due 10/10/32 | 313,730 | |||||||
| EQCC Home Equity 99-3 A3F | Bond—287,191—7.07% due 11/25/24 | 298,815 | |||||||
| US Treasury Note | Government obligation—215,186—1.75% due 12/31/04 | 215,836 | |||||||
| FHLMC Benchmark | Government obligation—208,244—3.00% due 7/15/04 | 215,658 | |||||||
| FHLMC Benchmark | Government obligation—208,244—3.25% due 11/15/04 | 214,943 | |||||||
| FNMA TBA | Government obligation—196,097—5.00% due 2/1/18 | 199,712 | |||||||
| FNMA #638591 | Government obligation—170,006—6.50% due 4/01/32 | 178,012 | |||||||
| IMC Home Equity | Bond—170,437—6.40% due 4/20/26 | 174,328 | |||||||
| Green Tree Home Improvement 97-D HEA7 | Bond—158,990—6.82% due 9/15/28 | 161,544 | |||||||
| US Treasury Note | Government obligation—138,829—7.875% due 11/15/04 | 156,447 | |||||||
| US Treasury Note | Government obligation—138,829—7.25% due 5/15/04 | 151,287 | |||||||
The notes to the financial statements are an integral part of this schedule.
-14-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FNMA CMO 03-W2-2A6 | Government obligation—138,829—5.50% due 7/25/42 | 145,857 | ||||||
| FHLMC Gold #E90555 | Government obligation—128,845—6.00% due 7/01/17 | 135,465 | ||||||
| FNMA TBA | Government obligation—69,415—5.50% due 2/01/15 | 71,562 | ||||||
| FHLMC #D95319 | Government obligation—68,189—6.00% due 3/01/22 | 71,371 | ||||||
| FHLMC #E90286 | Government obligation—66,002—6.00% due 6/01/17 | 69,394 | ||||||
| FNMA #545864 | Government obligation—66,319—5.50% due 8/01/17 | 69,236 | ||||||
| FNMA 2002-W4 A3 | Government obligation—62,473—5.30% due 5/25/42 | 65,232 | ||||||
| FHLMC Gold #E90136 | Government obligation—60,107—6.00% due 6/01/17 | 63,195 | ||||||
| FHLMC 2492-B | Government obligation—61,038—5.50% due 5/15/13 | 63,038 | ||||||
| FHLMC Gold #E90472 | Government obligation—59,468—6.00% due 7/01/17 | 62,524 | ||||||
| FHLMC MTN | Government obligation—46,855—3.52% due 12/20/07 | 47,780 | ||||||
| Heller Financial, Inc. | Bond—34,707—8.00% due 6/15/05 | 39,243 | ||||||
| LB UBS Commercial Mortgage Trust Series 2002-A2 | Bond—34,707—4.90% due 6/16/26 | 36,745 | ||||||
| General Motors Acceptance Corp. | Bond—34,707—6.13% due 8/28/07 | 35,825 | ||||||
| FNMA 2002-W9 A3 | Government obligation—34,707—5.00% due 12/25/42 | 35,809 | ||||||
The notes to the financial statements are an integral part of this schedule.
-15-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value |
||||||
| Americredit Automobile Receivables Trust 2002-B A3 |
Bond—34,707—3.78% due 2/12/07 | 35,665 | |||||||
| FHLMC Gold #C66932 |
Government obligation—33,225—6.00% due 5/01/32 | 34,569 | |||||||
| FNMA #636030 |
Government obligation—32,728—6.50% due 4/01/32 | 34,269 | |||||||
| FHLMC 2393-A CMO |
Government obligation—30,967—5.50% due 4/15/30 | 31,899 | |||||||
| FNMA #631384 |
Government obligation—28,844—6.50% due 3/01/32 | 30,311 | |||||||
| LB UBS Commercial Mortgage Trust Series 2002-C4 A2 |
Bond—20,824—4.02% due 9/15/26 | 21,213 | |||||||
| AMCAR 2002-C A4 |
Bond—17,354—3.55% due 2/12/08 | 17,681 | |||||||
| Bank of America II Contract | |||||||||
| Bank of America II Wrapper |
Contract Wrapper—4.12% due 12/31/50 | (164,766 | ) | ||||||
| * |
American Express Trust Bond Fund |
Common Collective Trust—613,557 shares | 9,286,182 | ||||||
| CDC I Contract | |||||||||
| CDC I Wrapper |
Contract Wrapper—6.32% due 12/31/50 | (374,155 | ) | ||||||
| Net due broker |
Net due broker for open purchases/sales | (1,513,863 | ) | ||||||
| * |
American Express Trust US Government Securities I |
Common Collective Trust—1,511,248 shares | 1,511,248 | ||||||
| * |
American Express Trust Money Market I |
Common Collective Trust—3,275 shares | 3,275 | ||||||
The notes to the financial statements are an integral part of this schedule.
-16-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FNMA TBA | Government obligation—676,963—6.50% due 1/01/15 | 713,559 | ||||||
| DLJ Commercial Mortgage Corp. 1999-CG3 A-1A | Bond—549,138—7.12% due 10/10/32 | 611,926 | ||||||
| EQCC Home Equity 99-3 A3F | Bond—560,163—7.07% due 11/25/24 | 582,836 | ||||||
| US Treasury Note | Government obligation—419,717—1.75% due 12/31/04 | 420,983 | ||||||
| FHLMC Benchmark | Government obligation—406,178—3.00% due 7/15/04 | 420,639 | ||||||
| FHLMC Benchmark | Government obligation—406,178—3.25% due 11/15/04 | 419,244 | ||||||
| FNMA TBA | Government obligation—382,484—5.00% due 2/1/18 | 389,537 | ||||||
| FNMA #638591 | Government obligation—331,594—6.50% due 4/01/32 | 347,209 | ||||||
| IMC Home Equity | Bond—332,435—6.40% due 4/20/26 | 340,026 | ||||||
| Green Tree Home Improvement 97-D HEA7 | Bond—310,107—6.82% due 9/15/28 | 315,088 | ||||||
| US Treasury Note | Government obligation—270,785—7.875% due 11/15/04 | 305,149 | ||||||
| US Treasury Note | Government obligation—270,785—7.25% due 5/15/04 | 295,081 | ||||||
| FNMA CMO 03-W2-2A6 | Government obligation—270,785—5.50% due 7/25/42 | 284,494 | ||||||
| FHLMC Gold #E90555 | Government obligation—251,311—6.00% due 7/01/17 | 264,225 | ||||||
| FNMA TBA | Government obligation—135,393—5.50% due 2/01/15 | 139,582 | ||||||
The notes to the financial statements are an integral part of this schedule.
-17-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FHLMC #D95319 | Government obligation—133,002—6.00% due 3/01/22 | 139,206 | ||||||
| FHLMC #E90286 | Government obligation—128,736—6.00% due 6/01/17 | 135,351 | ||||||
| FNMA #545864 | Government obligation—129,354—5.50% due 8/01/17 | 135,045 | ||||||
| FNMA 2002-W4 A3 | Government obligation—121,853—5.30% due 5/25/42 | 127,235 | ||||||
| FHLMC Gold #E90136 | Government obligation—117,237—6.00% due 6/01/17 | 123,261 | ||||||
| FHLMC 2492-B | Government obligation—119,055—5.50% due 5/15/13 | 122,954 | ||||||
| FHLMC Gold #E90472 | Government obligation—115,992—6.00% due 7/01/17 | 121,953 | ||||||
| FHLMC MTN | Government obligation—91,390—3.52% due 12/20/07 | 93,196 | ||||||
| Heller Financial, Inc. | Bond—67,696—8.00% due 6/15/05 | 76,543 | ||||||
| LB UBS Commercial Mortgage Trust Series 2002-A2 | Bond—67,696—4.90% due 6/16/26 | 71,670 | ||||||
| General Motors Acceptance Corp. | Bond—67,696—6.13% due 8/28/07 | 69,877 | ||||||
| FNMA 2002-W9 A3 | Government obligation—67,696—5.00% due 12/25/42 | 69,843 | ||||||
| Americredit Automobile Receivables Trust 2002-B A3 | Bond—67,696—3.78% due 2/12/07 | 69,564 | ||||||
| FHLMC Gold #C66932 | Government obligation—64,804—6.00% due 5/01/32 | 67,427 | ||||||
| FNMA #636030 | Government obligation—63,837—6.50% due 4/01/32 | 66,843 | ||||||
The notes to the financial statements are an integral part of this schedule.
-18-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (1) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value |
||||||
| FHLMC 2393-A CMO |
Government obligation—60,401—5.50% due 4/15/30 | 62,219 | |||||||
| FNMA #631384 |
Government obligation—56,260—6.50% due 3/01/32 | 59,121 | |||||||
| LB UBS Commercial Mortgage Trust Series 2002-C4 A2 |
Bond—40,618—4.02% due 9/15/26 | 41,377 | |||||||
| AMCAR 2002-C A4 |
Bond—33,848—3.55% due 2/12/08 | 34,486 | |||||||
| CDC II Contract | |||||||||
| CDC II Wrapper |
Contract Wrapper—3.24% due 12/31/50 | 21,386 | |||||||
| * |
American Express Trust Bond Fund |
Common Collective Trust—272,521 shares | 4,124,618 | ||||||
| JP Morgan Chase Contract | |||||||||
| JP Morgan Chase Wrapper |
Contract Wrapper—5.81% due 12/31/50 | (903,312 | ) | ||||||
| Net due broker |
Net due broker for open purchases/sales | (3,757,977 | ) | ||||||
| * |
American Express Trust US Government Securities I |
Common Collective Trust—3,751,486 shares | 3,751,486 | ||||||
| * |
American Express Trust Money Market I |
Common Collective Trust—8,129 shares | 8,129 | ||||||
| FNMA TBA |
Government obligation—1,680,477—6.50% due 1/01/15 | 1,771,323 | |||||||
| DLJ Commercial Mortgage Corp. 1999-CG3 A-1A |
Bond—1,363,168—7.12% due 10/10/32 | 1,519,032 | |||||||
| EQCC Home Equity 99-3 A3F |
Bond—1,390,536—7.07% due 11/25/24 | 1,446,819 | |||||||
The notes to the financial statements are an integral part of this schedule.
-19-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| US Treasury Note | Government obligation—1,041,896—1.75% due 12/31/04 | 1,045,039 | ||||||
| FHLMC Benchmark | Government obligation—1,008,286—3.00% due 7/15/04 | 1,044,183 | ||||||
| FHLMC Benchmark | Government obligation—1,008,286—3.25% due 11/15/04 | 1,040,721 | ||||||
| FNMA TBA | Government obligation—949,469—5.00% due 2/1/18 | 966,978 | ||||||
| FNMA #638591 | Government obligation—823,141—6.50% due 4/01/32 | 861,905 | ||||||
| IMC Home Equity | Bond—825,230—6.40% due 4/20/26 | 844,073 | ||||||
| Green Tree Home Improvement 97-D HEA7 | Bond—769,803—6.82% due 9/15/28 | 782,167 | ||||||
| US Treasury Note | Government obligation—672,191—7.875% due 11/15/04 | 757,495 | ||||||
| US Treasury Note | Government obligation—672,191—7.25% due 5/15/04 | 732,503 | ||||||
| FNMA CMO 03-W2-2A6 | Government obligation—672,191—5.50% due 7/25/42 | 706,220 | ||||||
| FHLMC Gold #E90555 | Government obligation—623,849—6.00% due 7/01/17 | 655,905 | ||||||
| FNMA TBA | Government obligation—336,095—5.50% due 2/01/15 | 346,494 | ||||||
| FHLMC #D95319 | Government obligation—330,162—6.00% due 3/01/22 | 345,562 | ||||||
| FHLMC #E90286 | Government obligation—319,572—6.00% due 6/01/17 | 335,993 | ||||||
| FNMA #545864 | Government obligation—321,105—5.50% due 8/01/17 | 335,232 | ||||||
The notes to the financial statements are an integral part of this schedule.
-20-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FNMA 2002-W4 A3 | Government obligation—302,486—5.30% due 5/25/42 | 315,846 | ||||||
| FHLMC Gold #E90136 | Government obligation—291,027—6.00% due 6/01/17 | 305,981 | ||||||
| FHLMC 2492-B | Government obligation—295,539—5.50% due 5/15/13 | 305,218 | ||||||
| FHLMC Gold #E90472 | Government obligation—287,937—6.00% due 7/01/17 | 302,732 | ||||||
| FHLMC MTN | Government obligation—226,864—3.52% due 12/20/07 | 231,348 | ||||||
| Heller Financial, Inc. | Bond—168,048—8.00% due 6/15/05 | 190,009 | ||||||
| LB UBS Commercial Mortgage Trust Series 2002-A2 | Bond—168,048—4.90% due 6/16/26 | 177,911 | ||||||
| General Motors Acceptance Corp. | Bond—168,048—6.13% due 8/28/07 | 173,460 | ||||||
| FNMA 2002-W9 A3 | Government obligation—168,048—5.00% due 12/25/42 | 173,377 | ||||||
| Americredit Automobile Receivables Trust 2002-B A3 | Bond—168,048—3.78% due 2/12/07 | 172,683 | ||||||
| FHLMC Gold #C66932 | Government obligation—160,868—6.00% due 5/01/32 | 167,379 | ||||||
| FNMA #636030 | Government obligation—158,466—6.50% due 4/01/32 | 165,929 | ||||||
| FHLMC 2393-A CMO | Government obligation—149,938—5.50% due 4/15/30 | 154,452 | ||||||
| FNMA #631384 | Government obligation—139,657—6.50% due 3/01/32 | 146,759 | ||||||
| LB UBS Commercial Mortgage Trust Series 2002-C4 A2 | Bond—100,829—4.02% due 9/15/26 | 102,714 | ||||||
The notes to the financial statements are an integral part of this schedule.
-21-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value |
||||||
| AMCAR 2002-C A4 |
Bond—84,024—3.55% due 2/12/08 | 85,607 | |||||||
| Rabobank Contract | |||||||||
| Rabobank Wrapper |
Contract Wrapper—3.31% due 12/31/50 | 35,863 | |||||||
| * |
American Express Trust Bond Fund |
Common Collective Trust—628,871 shares | 9,517,974 | ||||||
| State Street Contract | |||||||||
| State Street Wrapper |
Contract Wrapper—5.58% due 12/31/50 | (108,648 | ) | ||||||
| Net due broker |
Net due broker for open purchases/sales | (3,316,295 | ) | ||||||
| * |
American Express Trust US Government Securities I |
Common Collective Trust—3,310,566 shares | 3,310,566 | ||||||
| * |
American Express Trust Money Market I |
Common Collective Trust—7,174 shares | 7,174 | ||||||
| FNMA TBA |
Government obligation—1,482,967—6.50% due 1/01/15 | 1,563,136 | |||||||
| DLJ Commercial Mortgage Corp. 1999-CG3 A-1A |
Bond—1,202,952—7.12% due 10/10/32 | 1,340,497 | |||||||
| EQCC Home Equity 99-3 A3F |
Bond—1,227,104—7.07% due 11/25/24 | 1,276,771 | |||||||
| US Treasury Note |
Government obligation—919,440—1.75% due 12/31/04 | 922,214 | |||||||
| FHLMC Benchmark |
Government obligation—889,780—3.00% due 7/15/04 | 921,458 | |||||||
| FHLMC Benchmark |
Government obligation—889,780—3.25% due 11/15/04 | 918,403 | |||||||
| FNMA TBA |
Government obligation—837,876—5.00% due 2/1/18 | 853,327 | |||||||
The notes to the financial statements are an integral part of this schedule.
-22-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FNMA #638591 | Government obligation—726,395—6.50% due 4/01/32 | 760,603 | ||||||
| IMC Home Equity | Bond—728,239—6.40% due 4/20/26 | 744,867 | ||||||
| Green Tree Home Improvement 97-D HEA7 | Bond—679,327—6.82% due 9/15/28 | 690,237 | ||||||
| US Treasury Note | Government obligation—593,187—7.875% due 11/15/04 | 668,465 | ||||||
| US Treasury Note | Government obligation—593,187—7.25% due 5/15/04 | 646,410 | ||||||
| FNMA CMO 03-W2-2A6 | Government obligation—593,187—5.50% due 7/25/42 | 623,217 | ||||||
| FHLMC Gold #E90555 | Government obligation—550,527—6.00% due 7/01/17 | 578,815 | ||||||
| FNMA TBA | Government obligation—296,593—5.50% due 2/01/15 | 305,770 | ||||||
| FHLMC #D95319 | Government obligation—291,358—6.00% due 3/01/22 | 304,948 | ||||||
| FHLMC #E90286 | Government obligation—282,012—6.00% due 6/01/17 | 296,503 | ||||||
| FNMA #545864 | Government obligation—283,365—5.50% due 8/01/17 | 295,832 | ||||||
| FNMA 2002-W4 A3 | Government obligation—266,934—5.30% due 5/25/42 | 278,724 | ||||||
| FHLMC Gold #E90136 | Government obligation—256,822—6.00% due 6/01/17 | 270,019 | ||||||
| FHLMC 2492-B | Government obligation—260,803—5.50% due 5/15/13 | 269,345 | ||||||
| FHLMC Gold #E90472 | Government obligation—254,095—6.00% due 7/01/17 | 267,152 | ||||||
| FHLMC MTN | Government obligation—200,201—3.52% due 12/20/07 | 204,157 | ||||||
The notes to the financial statements are an integral part of this schedule.
-23-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | |||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value |
||||||
| Heller Financial, Inc. |
Bond—148,297—8.00% due 6/15/05 | 167,677 | |||||||
| LB UBS Commercial Mortgage Trust Series 2002-A2 |
Bond—148,297—4.90% due 6/16/26 | 157,001 | |||||||
| General Motors Acceptance Corp. |
Bond—148,297—6.13% due 8/28/07 | 153,073 | |||||||
| FNMA 2002-W9 A3 |
Government obligation—148,297—5.00% due 12/25/42 | 153,000 | |||||||
| Americredit Automobile Receivables Trust 2002-B A3 |
Bond—148,297—3.78% due 2/12/07 | 152,387 | |||||||
| FHLMC Gold #C66932 |
Government obligation—141,961—6.00% due 5/01/32 | 147,706 | |||||||
| FNMA #636030 |
Government obligation—139,841—6.50% due 4/01/32 | 146,427 | |||||||
| FHLMC 2393-A CMO |
Government obligation—132,316—5.50% due 4/15/30 | 136,299 | |||||||
| FNMA #631384 |
Government obligation—123,243—6.50% due 3/01/32 | 129,510 | |||||||
| LB UBS Commercial Mortgage Trust Series 2002-C4 A2 |
Bond—88,978—4.02% due 9/15/26 | 90,642 | |||||||
| AMCAR 2002-C A4 |
Bond—74,148—3.55% due 2/12/08 | 75,545 | |||||||
| UBS Contract | |||||||||
| UBS Wrapper |
Contract Wrapper—5.58% due 12/31/50 | (566,871 | ) | ||||||
| Net due broker |
Net due broker for open purchases/sales | (1,817,003 | ) | ||||||
The notes to the financial statements are an integral part of this schedule.
-24-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| * |
American Express Trust US Government Securities I | Common Collective Trust—1,813,865 shares | 1,813,865 | |||||
| * |
American Express Trust Money Market I | Common Collective Trust—3,931 shares | 3,931 | |||||
| FNMA TBA | Government obligation—812,520—6.50% due 1/01/15 | 856,445 | ||||||
| DLJ Commercial Mortgage Corp. 1999-CG3 A-1A | Bond—659,099—7.12% due 10/10/32 | 734,460 | ||||||
| EQCC Home Equity 99-3 A3F | Bond—672,332—7.07% due 11/25/24 | 699,545 | ||||||
| US Treasury Note | Government obligation—503,762—1.75% due 12/31/04 | 505,282 | ||||||
| FHLMC Benchmark | Government obligation—487,512—3.00% due 7/15/04 | 504,869 | ||||||
| FHLMC Benchmark | Government obligation—487,512—3.25% due 11/15/04 | 503,195 | ||||||
| FNMA TBA | Government obligation—459,074—5.00% due 2/1/18 | 467,539 | ||||||
| FNMA #638591 | Government obligation—397,993—6.50% due 4/01/32 | 416,736 | ||||||
| IMC Home Equity | Bond—399,003—6.40% due 4/20/26 | 408,114 | ||||||
| Green Tree Home Improvement 97-D HEA7 | Bond—372,204—6.82% due 9/15/28 | 378,182 | ||||||
| US Treasury Note | Government obligation—325,008—7.875% due 11/15/04 | 366,253 | ||||||
| US Treasury Note | Government obligation—325,008—7.25% due 5/15/04 | 354,169 | ||||||
| FNMA CMO 03-W2-2A6 | Government obligation—325,008—5.50% due 7/25/42 | 341,462 | ||||||
The notes to the financial statements are an integral part of this schedule.
-25-
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FHLMC Gold #E90555 | Government obligation—301,635—6.00% due 7/01/17 | 317,134 | ||||||
| FNMA TBA | Government obligation—162,504—5.50% due 2/01/15 | 167,532 | ||||||
| FHLMC #D95319 | Government obligation—159,635—6.00% due 3/01/22 | 167,081 | ||||||
| FHLMC #E90286 | Government obligation—154,515—6.00% due 6/01/17 | 162,455 | ||||||
| FNMA #545864 | Government obligation—155,256—5.50% due 8/01/17 | 162,087 | ||||||
| FNMA 2002-W4 A3 | Government obligation—146,254—5.30% due 5/25/42 | 152,713 | ||||||
| FHLMC Gold #E90136 | Government obligation—140,713—6.00% due 6/01/17 | 147,944 | ||||||
| FHLMC 2492-B | Government obligation—142,895—5.50% due 5/15/13 | 147,575 | ||||||
| FHLMC Gold #E90472 | Government obligation—139,219—6.00% due 7/01/17 | 146,373 | ||||||
| FHLMC MTN | Government obligation—109,690—3.52% due 12/20/07 | 111,858 | ||||||
| Heller Financial, Inc. | Bond—81,252—8.00% due 6/15/05 | 91,871 | ||||||
| LB UBS Commercial Mortgage Trust Series 2002-A2 | Bond—81,252—4.90% due 6/16/26 | 86,021 | ||||||
| General Motors Acceptance Corp. | Bond—81,252—6.13% due 8/28/07 | 83,869 | ||||||
| FNMA 2002-W9 A3 | Government obligation—81,252—5.00% due 12/25/42 | 83,829 | ||||||
| Americredit Automobile Receivables Trust 2002-B A3 | Bond—81,252—3.78% due 2/12/07 | 83,493 | ||||||
The notes to the financial statements are an integral part of this schedule.
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Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN 31-1048997 Plan #002
Schedule of Assets Held at End of Year
December 31, 2002
| (a) | (b) | (c) | (d) (l) | (e) | ||||
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par or maturity value |
Cost |
Current Value | |||||
| FHLMC Gold #C66932 |
Government obligation—77,781—6.00% due 5/01/32 | 80,929 | ||||||
| FNMA #636030 |
Government obligation—76,619—6.50% due 4/01/32 | 80,228 | ||||||
| FHLMC 2393-A CMO |
Government obligation—72,496—5.50% due 4/15/30 | 74,678 | ||||||
| FNMA #631384 |
Government obligation—67,525—6.50% due 3/01/32 | 70,959 | ||||||
| LB UBS Commercial Mortgage Trust Series 2002-C4 A2 |
Bond—48,751—4.02% due 9/15/26 | 49,663 | ||||||
| AMCAR 2002-C A4 |
Bond—40,626—3.55% due 2/12/08 | 41,391 | ||||||
| Self Directed Brokerage Accounts | 2,397,052 | |||||||
The notes to the financial statements are an integral part of this schedule.
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Limited Brands, Inc. Savings and Retirement Plan | ||||||||
| Date: June 27, 2003 |
By: | /s/ JEFFREY A. LONG | ||||||
| Jeffrey A. Long Senior Vice President, Human Resources Services | ||||||||
Table of Contents
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 23 | Consent of Independent Public Accountants | |
| 99.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 1-8344) pertaining to the Limited Brands, Inc. Savings and Retirement Plan of our report dated May 29, 2003, with respect to the financial statements and supplemental schedule of the Limited Brands, Inc. Savings and Retirement Plan included in this annual report (Form 11-K) for the year ended December 31, 2002. /s/ Ary, Roepcke & Mulchaey, P.C. Columbus, Ohio June 27, 2003
EXHIBIT 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. Jeffrey A. Long, Senior Vice President, Human Resources Services, and Stuart B. Burgdoerfer, Senior Vice President and Controller, as members of the Limited Brands, Inc. Savings and Retirement Plan Administrative Committee, each certifies that, to the best of his knowledge: 1. The Annual Report on Form 11-K of the Limited Brands, Inc. Savings and Retirement Plan (the "Plan") for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Jeffrey A. Long ----------------------------------------------- Jeffrey A. Long Senior Vice President, Human Resources Services /s/ Stuart B. Burgdoerfer ----------------------------------------------- Stuart B. Burgdoerfer Senior Vice President and Controller Date: June 27, 2003 A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request.