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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, 2003
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
Financial Statements
Years ended December 31, 2003 and 2002
| 1 | ||
| 2 | ||
| Audited Financial Statements |
||
| 3 | ||
| 4 | ||
| 5 | ||
| Supplemental Schedule |
||
| 16 | ||
Table of Contents
Report of Independent Registered Public Accounting Firm
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 statement of net assets available for benefits of The Limited Brands, Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 2003 and the related statement of changes in net assets available for benefits for the year 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 audit. The financial statements of The Limited Brands, Inc. Savings and Retirement Plan for the year ended December 31, 2002, were audited by other auditors whose report dated May 29, 2003 expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides 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, 2003 and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets held at end of year as of December 31, 2003 is presented for purposes 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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/ Ernst & Young LLP
Columbus, Ohio
June 18, 2004
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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 statement of net assets available for benefits of the Limited Brands, Inc. Savings and Retirement Plan as of December 31, 2002 and the related statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Ary, Roepcke & Mulchaey, P.C.
Columbus, Ohio
May 29, 2003
2
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Limited Brands, Inc. Savings and Retirement Plan
Statements of Net Assets Available for Benefits
| December 31 | ||||||
| 2003 |
2002 | |||||
| Assets |
||||||
| Investments |
$ | 424,301,866 | $ | 354,410,199 | ||
| Receivable for contributions: |
||||||
| Employer |
28,107,432 | 30,099,562 | ||||
| Participants |
2,591,915 | 2,381,612 | ||||
| Total receivable contributions |
30,699,347 | 32,481,174 | ||||
| Cash |
11,774 | 512 | ||||
| Due from brokers |
108,016 | 26,989 | ||||
| Accrued interest and dividends |
13,032 | 26,415 | ||||
| Total assets |
455,134,035 | 386,945,289 | ||||
| Liabilities |
||||||
| Administrative fees payable |
103,903 | 183,745 | ||||
| Due to brokers |
50,544 | 429,563 | ||||
| Total liabilities |
154,447 | 613,308 | ||||
| Net assets available for benefits |
$ | 454,979,588 | $ | 386,331,981 | ||
See accompanying notes.
3
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Limited Brands, Inc. Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
| Year ended December 31 |
||||||||
| 2003 |
2002 |
|||||||
| Additions: |
||||||||
| Investment income: |
||||||||
| Net appreciation/(depreciation) in fair value of investments |
$ | 56,514,380 | $ | (52,340,167 | ) | |||
| Earnings from investment contracts |
5,620,825 | 7,273,061 | ||||||
| Earnings from mutual funds |
2,431,223 | 2,146,148 | ||||||
| Dividends |
1,759,709 | 1,330,819 | ||||||
| Earnings from common collective trusts |
33,283 | 101,093 | ||||||
| Total investment gain/(loss) |
66,359,420 | (41,489,046 | ) | |||||
| Contributions: |
||||||||
| Employer |
42,911,797 | 46,282,261 | ||||||
| Participant deferrals |
26,741,882 | 28,159,834 | ||||||
| Participant rollovers |
934,558 | 3,051,927 | ||||||
| Total contributions |
70,588,237 | 77,494,022 | ||||||
| Total additions |
136,947,657 | 36,004,976 | ||||||
| Deductions: |
||||||||
| Distributions to participants |
40,408,951 | 39,582,369 | ||||||
| Administrative expenses |
1,276,042 | 1,340,454 | ||||||
| Total deductions |
41,684,993 | 40,922,823 | ||||||
| Net increase/(decrease) prior to transfers |
95,262,664 | (4,917,847 | ) | |||||
| Transfers: |
||||||||
| Transfer of net assets available for benefits from plan of affiliate |
452,662 | — | ||||||
| Transfer of net assets available for benefits to plan of former affiliate |
(27,067,719 | ) | — | |||||
| Net transfers |
(26,615,057 | ) | — | |||||
| Net increase/(decrease) |
68,647,607 | (4,917,847 | ) | |||||
| Net assets available for benefits: |
||||||||
| Beginning of year |
386,331,981 | 391,249,828 | ||||||
| End of year |
$ | 454,979,588 | $ | 386,331,981 | ||||
See accompanying notes.
4
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Limited Brands, Inc. Savings and Retirement Plan
December 31, 2003 and 2002
1. Description of the Plan
General
The Limited Brands, Inc. Savings and Retirement Plan (the “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. Certain employees of Lerner New York/New York & Company (“Lerner”), a former subsidiary of the Employer, who are covered by a collective bargaining agreement, were not eligible to participate in the Plan.
In connection with the dissolution of aura science, LLC, a Limited Brands, Inc. joint venture, the aura science, LLC Savings and Retirement Plan (“aura science Plan”) was merged with the Plan effective January 1, 2004. Investments of $452,662 were pending transfer into the Plan and are included in investments at December 31, 2003.
Effective November 27, 2002, Limited Brands, Inc. sold Lerner to an outside investor group. Between April 19, 2003 and December 12, 2003, total net assets available for benefits of $27,067,719 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, 2) change participants’ and Employer’s contributions as noted under “Contributions” below, and 3) change vesting as noted under “Vesting” below.
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 (continued)
1. Description of the Plan (continued)
Contributions
Employer’s retirement contribution:
The Employer provides non-service and service related retirement contributions 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, 2003 and 2002 was $200,000. 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 (includes both non-service related and service related contributions) |
4 | % | 8 | % |
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Employer’s matching contribution:
The Employer provides 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 qualified plan 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.
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 ($12,000 and $11,000 for the years ended December 31, 2003 and 2002, respectively). This voluntary tax-deferred contribution may be limited by Section 401(k) of the Internal Revenue Code.
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’s investment options currently offered include seven 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.
Also effective May 1, 2003, certain investment options were changed as follows:
| Previous Investment Options |
New Investment Options | |
| Vanguard U.S. Growth Fund |
AXP New Dimensions Fund | |
| AIM Balanced Fund |
ABN AMRO/Montag & Caldwell Balanced Fund | |
| Janus Overseas Fund |
Artisan 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
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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 | % |
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 are paid as a lump-sum distribution. Those participants holding shares of Employer Securities 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 benefits paid directly to an eligible retirement plan specified by the participant.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Payment of Benefits (continued)
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 $4,146 and $163,625 as of December 31, 2003 and 2002, 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 $5,422,901 and $2,943,107 were used to reduce contributions for the years ended December 31, 2003 and 2002, respectively. Forfeitures of $139,417 and $284,119 were used to reduce administrative expenses for the years ended December 31, 2003 and 2002, respectively. There were no unused forfeitures at December 31, 2003. At December 31, 2002, there were $518,886 of unused forfeitures available, which represents unallocated Plan assets.
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., 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.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Expenses and Fees (continued)
Brokerage fees, transfer taxes and other expenses incurred in connection with the investment of the Plan’s assets are added to the cost of investments purchased or deducted from the proceeds of investments sold.
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 require 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.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
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 stock is 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 Appreciation/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 appreciation/(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 (continued)
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, 2003 and 2002 for the Plan’s current investment options. Investments that represent five percent or more of the Plan’s net assets are separately identified.
| December 31 | ||||||
| 2003 |
2002 | |||||
| Investments at fair value as determined by: |
||||||
| Quoted market price |
||||||
| Common stock: |
||||||
| Limited Brands, Inc. |
$ | 76,644,755 | $ | 61,533,602 | ||
| Other |
6,694,348 | 7,585,319 | ||||
| 83,339,103 | 69,118,921 | |||||
| Mutual funds: |
||||||
| Vanguard Institutional Index Fund |
87,758,831 | 68,493,403 | ||||
| Vanguard U.S. Growth Fund |
— | 40,348,197 | ||||
| AXP New Dimensions Fund |
54,045,522 | — | ||||
| AIM Balanced Fund |
— | 20,566,506 | ||||
| ABN AMRO/Montag & Caldwell Balanced Fund |
22,295,806 | — | ||||
| Other |
29,388,030 | 15,069,845 | ||||
| 193,488,189 | 144,477,951 | |||||
| Total quoted market price |
276,827,292 | 213,596,872 | ||||
| Contract cost |
||||||
| Investment contracts |
114,096,453 | 114,161,912 | ||||
| Estimated fair value |
||||||
| Common collective trusts |
32,915,050 | 26,650,082 | ||||
| Other |
463,071 | 1,333 | ||||
| Total investments at fair value |
$ | 424,301,866 | $ | 354,410,199 | ||
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The Plan’s investments’ (including investments bought, sold, and held during the year) appreciation/(depreciation) in value for the years ended December 31, 2003 and 2002, is set forth below:
| December 31 |
|||||||
| 2003 |
2002 |
||||||
| Net appreciation/(depreciation) in fair value as determined by: |
|||||||
| Quoted market price |
|||||||
| Common stock |
$ | 17,806,763 | $ | (2,791,701 | ) | ||
| Mutual funds |
35,574,358 | (49,229,102 | ) | ||||
| Other |
71,437 | 508 | |||||
| 53,452,558 | (52,020,295 | ) | |||||
| Estimated fair value |
|||||||
| Common collective trusts |
3,061,822 | (319,872 | ) | ||||
| Net appreciation/(depreciation) in fair value |
$ | 56,514,380 | $ | (52,340,167 | ) | ||
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, 2003 and 2002 was $115,386,167 and $119,102,858, respectively. The contracts were credited with an interest rate ranging from 1.36% to 8.24% at December 31, 2003 and 3.24% to 8.24% at December 31, 2002. The average yield for the investment contracts was approximately 4.92% and 6.41% for the years ended December 31, 2003 and 2002, 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.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
5. Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated November 1, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
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 (continued)
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:
| December 31 |
||||||||
| 2003 |
2002 |
|||||||
| Net assets available for benefits per the financial statements |
$ | 454,979,588 | $ | 386,331,981 | ||||
| Amounts allocated to withdrawing participants |
(4,146 | ) | (163,625 | ) | ||||
| Net assets available for benefits per Form 5500 |
$ | 454,975,442 | $ | 386,168,356 | ||||
The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500:
| Year ended December 31, 2003 |
|||
| Benefits paid to participants per the financial statements |
$40,408,951 | ||
| Amounts allocated to withdrawing participants: |
|||
| At December 31, 2003 |
4,146 | ||
| At December 31, 2002 |
(163,625 | ) | |
| Benefits paid to participants per Form 5500 |
$40,249,472 | ||
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.
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Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2003
| (a) |
(b) |
(c) |
(e) | ||||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value | |||||
| * | Limited Brands, Inc. | Common Stock - 4,250,957 shares | $ | 76,644,755 | |||
| Too, Inc. | Common Stock - 190,935 shares | 3,222,983 | |||||
| Abercrombie & Fitch Co. | Common Stock - 58,202 shares | 1,438,171 | |||||
| * | American Express Trust Income I | Common Collective Trust - 209,584 shares | 13,345,697 | ||||
| * | American Express Trust Horizon Long-Term (80:20) | Common Collective Trust - 400,247 shares | 9,449,426 | ||||
| * | American Express Trust Horizon Medium-Term (50:50) | Common Collective Trust - 204,591 shares | 4,728,513 | ||||
| * | American Express Trust Horizon Short Term (25:75) | Common Collective Trust - 143,429 shares | 2,749,677 | ||||
| * | American Express Trust Money Market II | Common Collective Trust - 389,135 shares | 389,135 | ||||
| Vanguard Institutional Index Fund | Mutual Fund - 862,241 shares | 87,758,831 | |||||
| AXP New Dimensions Fund | Mutual Fund - 2,263,213 shares | 54,045,522 | |||||
| ABN AMRO/Montag & Caldwell Balanced Fund | Mutual Fund - 1,387,418 shares | 22,295,806 | |||||
| Dodge & Cox Stock Fund | Mutual Fund - 94,831 shares | 10,789,930 | |||||
| Artisan International Investor Shares | Mutual Fund - 532,237 shares | 10,064,596 | |||||
| Pimco Total Return Fund | Mutual Fund - 411,512 shares | 4,407,288 | |||||
| Hartford Midcap Holdings Fund | Mutual Fund - 21,727 shares | 532,095 | |||||
| GE Life | Investment Contract - 5,000,000 - 7.10% due 11/15/04 | 5,132,329 | |||||
| GE Life | Investment Contract - 3,000,000 - 7.79% due 04/15/05 | 3,165,316 | |||||
| Travelers | Investment Contract - 3,000,000 - 7.80% due 05/15/05 | 3,146,045 | |||||
| Protective | Investment Contract - 3,000,000 - 7.92% due 08/15/05 | 3,088,165 | |||||
| Protective | Investment Contract - 2,500,000 - 7.30% due 02/17/04 | 2,747,530 | |||||
| GE Life | Investment Contract - 2,000,000 - 7.28% due 02/15/06 | 2,127,089 | |||||
| Protective | Investment Contract - 2,000,000 - 6.15% due 05/15/06 | 2,076,803 | |||||
| Protective | Investment Contract - 2,000,000 - 8.24% due 08/15/05 | 2,061,094 | |||||
| Harford | Investment Contract - 2,000,000 - 7.07% due 12/14/05 | 2,005,998 | |||||
Note: Column (d) is not applicable for participant directed investments.
| * | Represents a party-in-interest |
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Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) - Continued
December 31, 2003
| (a) |
(b) |
(c) |
(e) |
||||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value |
|||||
| United Omaha | Investment Contract - 2,000,000 - 1.36% due 05/14/04 | 2,001,389 | |||||
| * | American Express Trust Bond Fund | Common Collective Trust - 1,463,120 shares1 | 22,931,480 | ||||
| * | American Express Trust Money Market I | Common Collective Trust - 8,665,004 shares1 | 8,671,210 | ||||
| Monumental Wrapper | Contract Wrapper - 2.30% due 12/31/501 | 47,446 | |||||
| State Street Wrapper | Contract Wrapper - 2.77% due 12/31/501 | (11,312 | ) | ||||
| West LB Wrapper | Contract Wrapper - 2.89% due 12/31/501 | (5,561 | ) | ||||
| CDC II Wrapper | Contract Wrapper - 3.07% due 12/31/501 | 5,602 | |||||
| Rabobank Wrapper | Contract Wrapper - 3.25% due 12/31/501 | 10,242 | |||||
| Bank of America II Wrapper | Contract Wrapper - 3.76% due 12/31/501 | (134,881 | ) | ||||
| Bank of America I Wrapper | Contract Wrapper - 4.05% due 12/31/501 | (94,990 | ) | ||||
| JP Morgan Wrapper | Contract Wrapper - 4.28% due 12/31/501 | (531,446 | ) | ||||
| CDC I Wrapper | Contract Wrapper - 4.31% due 12/31/501 | (217,750 | ) | ||||
| UBS Wrapper | Contract Wrapper - 4.96% due 12/31/501 | (333,747 | ) | ||||
| AMCAR 2002-C AR | Corporate Bond - 250,000 - 3.55% due 02/12/081 | 255,111 | |||||
| Americredit 2002-B A3 | Corporate Bond - 495,708 - 3.78% due 02/12/071 | 502,521 | |||||
| Citigroup, Inc. | Corporate Bond - 350,000 - 7.25% due 10/01/101 | 414,289 | |||||
| COAFT 2002-B A4A | Corporate Bond - 200,000 - 3.32% due 04/15/091 | 203,969 | |||||
| COMET 2003-A4 A4 | Corporate Bond - 200,000 - 3.65% due 07/15/111 | 200,325 | |||||
| CWL 2003-5 AF5 | Corporate Bond - 500,000 - 3.61% due 04/25/301 | 505,022 | |||||
| EQCC Home Equity 99-3 A3F | Corporate Bond - 752,696 - 7.07% due 11/25/241 | 760,302 | |||||
| Hart 2003-A A3 | Corporate Bond - 350,000 - 2.33% due 11/15/071 | 351,621 | |||||
| Heller Financial, Inc. | Corporate Bond - 500,000 - 8.00% due 06/15/051 | 547,119 | |||||
| Household Finance Corp. | Corporate Bond - 300,000 - 4.13% due 12/15/081 | 302,201 | |||||
| IMC Home Equity | Corporate Bond - 60,805 - 6.40% due 04/20/261 | 61,084 |
| 1 | Held as an underlying investment in the Stable Value Fund investment option. |
17
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) – Continued
December 31, 2003
| (a) |
(b) |
(c) |
(e) | |||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value | ||||
| KSL 2003-1A A | Corporate Bond - 100,000 - 1.65% due 05/15/131 | 100,077 | ||||
| LB-UBS 2002-C4 A2 | Corporate Bond - 300,000 - 4.02% due 09/17/261 | 306,080 | ||||
| LB-UBS 2003-C3 A1 | Corporate Bond - 188,589 - 2.60% due 05/15/271 | 186,630 | ||||
| LB-UBS 2003-C7 A2 | Corporate Bond - 350,000 - 4.06% due 09/15/271 | 352,604 | ||||
| LB-UBS 2003-C8 A2 | Corporate Bond - 350,000 - 4.21% due 11/15/271 | 355,789 | ||||
| LB-USB 2002-A2 | Corporate Bond - 500,000 - 4.90% due 06/15/261 | 527,970 | ||||
| Lehman Brothers Holdings | Corporate Bond - 95,000 - 3.50% due 08/07/081 | 95,524 | ||||
| MBNA 2003-A11 | Corporate Bond - 400,000 - 3.65% due 03/15/111 | 400,963 | ||||
| MSC 2003-1Q4 A1 | Corporate Bond - 194,721 - 3.27% due 05/15/401 | 188,589 | ||||
| RALI 2003-QR19 CB2 | Corporate Bond - 600,000 - 5.75% due 10/25/331 | 619,750 | ||||
| RALI Series 2003-QS4 ABS | Corporate Bond - 669,741 - 5.50% due 09/25/331 | 687,828 | ||||
| RASC 2003-KS9 A13 | Corporate Bond - 300,000 - 3.25% due 12/25/281 | 301,001 | ||||
| RASC 2003-KS9 A13 | Corporate Bond - 325,000 - 3.25% due 05/25/291 | 325,829 | ||||
| RASC Series 2002-KS1 | Corporate Bond - 500,000 - 5.86% due 11/25/291 | 518,113 | ||||
| SLM Corp. | Corporate Bond - 130,000 - 4.00% due 01/15/091 | 131,496 | ||||
| SLMA 2003-11 A5 | Corporate Bond - 300,000 - 2.99% due 12/15/221 | 302,223 | ||||
| VENDEE 2003-2 C | Corporate Bond - 300,000 - 5.00% due 07/15/201 | 312,623 | ||||
| WAMU 2003 AR12 A6 | Corporate Bond - 200,000 - 3.96% due 02/25/341 | 199,722 | ||||
| WBCMT 2003-C8 A2 | Corporate Bond - 300,000 - 3.89% due 11/15/351 | 302,348 | ||||
| WESTO 2002-2 A4 | Corporate Bond - 200,000 - 4.50% due 02/20/101 | 208,030 |
| 1 | Held as an underlying investment in the Stable Value Fund investment option. |
18
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) - Continued
December 31, 2003
| (a) |
(b) |
(c) |
(e) | |||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value | ||||
| WESTO 2003-4 A3 | Corporate Bond - 300,000 - 2.39% due 01/22/081 | 301,468 | ||||
| Fannie Mae | Government Obligation - 550,000 - 3.75% due 01/23/081 | 559,953 | ||||
| FHLB | Government Obligation - 350,000 - 2.88% due 09/15/061 | 356,543 | ||||
| FHLB | Government Obligation - 500,000 - 2.00% due 11/25/051 | 498,698 | ||||
| FHLMC | Government Obligation - 1,300,000 - 2.75% due 08/15/061 | 1,325,432 | ||||
| FHLMC | Government Obligation - 1,400,000 - 2.38% due 04/15/061 | 1,412,541 | ||||
| FHLMC | Government Obligation - 600,000 - 3.00% due 10/27/061 | 605,980 | ||||
| FHLMC | Government Obligation - 700,000 - 3.63% due 09/15/081 | 711,317 | ||||
| FHLMC #780514 ARM | Government Obligation - 276,071 - 5.04% due 05/01/331 | 279,633 | ||||
| FHLMC #D95319 | Government Obligation - 578,439 - 6.00% due 03/01/221 | 603,771 | ||||
| FHLMC 2393-A CMO | Government Obligation - 136,639 - 5.50% due 04/15/301 | 140,462 | ||||
| FHLMC 2492-B | Government Obligation - 815,001- 5.50% due 05/15/131 | 847,066 | ||||
| FHLMC 2617 HD | Government Obligation - 329,500 - 7.00% due 06/15/161 | 356,969 | ||||
| FHLMC 2657 NT | Government Obligation - 300,000 - 5.00% due 01/15/161 | 315,846 | ||||
| FHLMC 2662 DB | Government Obligation - 300,000 - 5.00% due 02/15/161 | 315,854 | ||||
| FHLMC 2663 BA | Government Obligation - 290,384 - 4.00% due 08/15/161 | 292,852 | ||||
| FHLMC 2672 NF | Government Obligation - 245,452 - 4.00% due 12/15/161 | 246,886 | ||||
| FHLMC 2672 NT | Government Obligation - 400,000 - 5.00% due 02/15/161 | 421,156 | ||||
| FHLMC 2681 PJ | Government Obligation - 600,000 - 5.00% due 10/15/151 | 627,418 | ||||
| FHLMC 2685 MX | Government Obligation - 250,000 - 4.00% due 07/15/161 | 250,740 |
| 1 | Held as an underlying investment in the Stable Value Fund investment option. |
19
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) - Continued
December 31, 2003
| (a) |
(b) |
(c) |
(e) | |||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value | ||||
| FHLMC 2688 DE | Government Obligation - 350,000 - 4.50% due 02/15/201 | 352,792 | ||||
| FHLMC 2716 UA | Government Obligation - 300,000 - 4.50% due 07/15/201 | 303,199 | ||||
| FHLMC Gold #B10776 | Government Obligation - 397,464 - 5.00% due 11/01/131 | 411,218 | ||||
| FHLMC Gold #B10951 | Government obligatiion - 496,006 - 5.00% due 11/01/181 | 505,909 | ||||
| FHLMC Gold #C66932 | Government Obligation - 286,503 - 6.00% due 05/01/321 | 297,622 | ||||
| FHLMC Gold #E96579 | Government Obligation - 376,302 - 4.50% due 06/01/131 | 384,392 | ||||
| FHLMC Gold #E99565 | Government Obligation - 321,492 - 5.50% due 09/01/181 | 335,012 | ||||
| FHLMC MTN | Government Obligation - 675,000 - 3.52% due 12/20/071 | 686,613 | ||||
| FHMC Gold #E97247 | Government Obligation - 303,255 - 5.00% due 06/01/181 | 309,811 | ||||
| FNMA | Government Obligation - 900,000 - 3.88% due 11/17/081 | 907,466 | ||||
| FNMA #200394 | Government Obligation - 500,000 - 5.50% due 07/25/231 | 528,379 | ||||
| FNMA #251225 | Government Obligation - 105,789 - 7.50% due 06/01/271 | 113,903 | ||||
| FNMA #254536 | Government Obligation - 354,699 - 7.00% due 09/01/171 | 381,441 | ||||
| FNMA #254757 | Government Obligation - 343,419 - 5.00% due 03/31/131 | 355,245 | ||||
| FNMA #254774 | Government Obligation - 398,653 - 5.50% due 03/31/131 | 419,177 | ||||
| FNMA #545701 | Government Obligation - 575,167 - 7.00% due 07/01/121 | 615,299 | ||||
| FNMA #545864 | Government Obligation - 711,100 - 5.50% due 08/01/171 | 743,433 | ||||
| FNMA #555655 | Government Obligation - 583,663 - 4.54% due 07/01/331 | 592,467 | ||||
| FNMA #636030 | Government Obligation - 271,686 - 6.50% due 04/01/321 | 286,719 | ||||
| FNMA #638591 | Government Obligation - 1,725,165 - 6.50% due 04/01/321 | 1,825,495 |
| 1 | Held as an underlying investment in the Stable Value Fund investment option. |
20
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) - Continued
December 31, 2003
| (a) |
(b) |
(c) |
(e) | |||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value | ||||
| FNMA #648349 | Government Obligation - 489,874 - 6.00% due 06/01/171 | 516,877 | ||||
| FNMA #662907 | Government Obligation - 822,083 - 6.50% due 10/01/171 | 876,915 | ||||
| FNMA #681400 | Government Obligation - 417,012 - 5.50% due 03/01/181 | 435,414 | ||||
| FNMA #683148 | Government Obligation - 478,728 - 5.00% due 02/01/181 | 488,006 | ||||
| FNMA #695524 | Government Obligation - 264,701 - 5.50% due 04/01/181 | 275,831 | ||||
| FNMA #701340 | Government Obligation - 203,499 - 5.50% due 04/01/181 | 212,057 | ||||
| FNMA #703937 | Government Obligation - 319,844 - 5.50% due 05/01/181 | 333,292 | ||||
| FNMA #705304 | Government Obligation - 291,530 - 4.91% due 06/01/331 | 299,161 | ||||
| FNMA #712058 | Government Obligation - 171,207 - 5.00% due 07/01/181 | 174,525 | ||||
| FNMA #725090 | Government Obligation - 250,000 - 4.81% due 11/01/331 | 252,487 | ||||
| FNMA #743187 | Government Obligation - 140,000 - 5.00% due 10/01/181 | 142,713 | ||||
| FNMA #762232 | Government Obligation - 300,000 - 4.77% due 01/01/341 | 307,333 | ||||
| FNMA 15 year TBA | Government Obligation - 1,200,00 - 5.50% due 01/01/151 | 1,242,743 | ||||
| FNMA 2002-W4 A3 | Government Obligation - 900,000 - 5.30% due 05/25/421 | 940,893 | ||||
| FNMA 2002-W9 A3 | Government Obligation - 500,000 - 5.00% due 08/25/421 | 522,127 | ||||
| FNMA 2003-106 B | Government Obligation - 300,000 - 4.50% due 10/25/191 | 302,978 | ||||
| FNMA 2003-109 CX | Government Obligation - 250,000 - 4.00% due 07/25/161 | 250,303 | ||||
| FNMA 2003-112 AB | Government Obligation - 295,049 - 4.00% due 06/25/161 | 298,895 | ||||
| FNMA 2003-128 DR | Government Obligation - 300,000 - 4.50% due 09/25/201 | 302,654 | ||||
| FNMA 2003-133 GB | Government Obligation - 100,000 - 8.00% due 12/25/261 | 110,355 |
| 1 | Held as an underlying investment in the Stable Value Fund investment option. |
21
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) - Continued
December 31, 2003
| (a) |
(b) |
(c) |
(e) |
||||
| Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
Current Value |
|||||
| FNMA 2003-W16 AF3 | Government Obligation - 250,000 - 2.91% due 01/25/291 | 248,458 | |||||
| FNMA ARM #704534 | Government Obligation - 290,956 - 3.76% due 06/01/331 | 292,388 | |||||
| FNMA ARM #726155 | Government Obligation - 293,999 - 3.62% due 08/01/331 | 293,413 | |||||
| FNMA ARM #744588 | Government Obligation - 597,320 - 4.21% due 09/01/331 | 598,488 | |||||
| FNMA ARM #762269 | Government Obligation - 300,000 - 4.80% due 01/01/341 | 307,218 | |||||
| FNMA ARM #762273 | Government Obligation - 300,000 - 4.74% due 01/01/341 | 304,077 | |||||
| FNMA Benchmark | Government Obligation - 400,000 - 4.25% due 07/15/071 | 425,015 | |||||
| FNMA CMO 03-W2-2A6 | Government Obligation - 600,000 - 5.50% due 07/25/421 | 620,966 | |||||
| FNMA TBA | Government Obligation - 350,000 - 5.00% due 01/01/181 | 356,783 | |||||
| GMACC 1999-C1 B | Government Obligation - 350,000 - 6.29% due 05/15/331 | 389,730 | |||||
| GNMA 2001-63 QJ | Government Obligation - 472,667 - 6.50% due 04/16/291 | 482,798 | |||||
| GNMA 2003-109 B | Government Obligation - 300,000 - 3.22% due 09/16/211 | 298,555 | |||||
| GNMA 2003-22 A CMO | Government Obligation - 233,639 - 2.75% due 06/16/211 | 234,349 | |||||
| GNMA 2003-36A | Government Obligation - 195,858 - 2.93% due 10/16/201 | 195,476 | |||||
| U.S. Treasury Note | Government Obligation - 4,091,000 - 2.63% due 11/15/061 | 4,140,981 | |||||
| U.S. Treasury Note | Government Obligation - 455,000 - 2.00% due 08/31/051 | 461,006 | |||||
| U.S. Treasury Note | Government Obligation - 5,050,000 - 1.25% due 05/31/051 | 5,042,085 | |||||
| U.S. Treasury Note | Government Obligation - 7,350,000 - 5.75% due 11/15/051 | 7,946,060 | |||||
| Other (pending purchases/sales) | (3,815,331 | ) | |||||
| Other (pending transfer) | 452,662 | ||||||
| Self Directed Brokerage Accounts | 5,637,724 |
| 1 | Held as an underlying investment in the Stable Value Fund investment option. |
22
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 28, 2004 | By: | /s/ IRA WALTER | ||||||
| Ira Walter Senior Vice President, Human Resources Services | ||||||||
23
Table of Contents
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Ary, Roepcke & Mulchaey, P.C. | |
24
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 1-8344) pertaining to the Savings and Retirement Plan of Limited Brands, Inc. of our report dated June 18, 2004, with respect to the financial statements and schedule of the Limited Brands, Inc. Savings and Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003.
/s/ Ernst & Young LLP
Columbus, Ohio
June 28, 2004
25
Exhibit 23.2
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 of the Limited Bands, Inc. Savings and Retirement Plan as of and for the year ended December 31, 2002, included in this annual report (Form 11-K) for the year ended December 31, 2003.
/s/ Ary, Roepcke & Mulchaey, P.C.
Columbus, Ohio
June 28, 2004
26