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UNITED STATES
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, 2007
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
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Limited Brands, Inc. Savings and Retirement Plan
Financial Statements
Years Ended December 31, 2007 and 2006
| 1 | ||
| Audited Financial Statements |
||
| 2 | ||
| 3 | ||
| 4 | ||
| 20 | ||
| Schedule H, Line 4a Untimely Remittance of Participant Contributions |
21 | |
| Schedule H, Line 4i Schedule of Assets (Held At End of Year) |
22 | |
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Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Limited Brands, Inc. and
Plan Administrator of the Limited Brands, Inc.
Savings and Retirement Plan
We have audited the accompanying statements of net assets available for benefits of Limited Brands, Inc. Savings and Retirement Plan (the Plan) as of December 31, 2007 and 2006, 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 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of untimely remittance of participant contributions and assets (held at end of year) as of December 31, 2007 are presented for purposes of additional analysis and are not a required part of the financial statements but are 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young, LLP
Columbus, Ohio
June 23, 2008
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Limited Brands, Inc. Savings and Retirement Plan
Statements of Net Assets Available for Benefits
| December 31, | |||||||
| 2007 | 2006 | ||||||
| Assets |
|||||||
| Investments |
$ | 595,575,232 | $ | 636,329,796 | |||
| Wrapper contracts (at fair market value) |
319,251 | 309,573 | |||||
| Total investments |
595,894,483 | 636,639,369 | |||||
| Receivable for contributions: |
|||||||
| Employer |
26,454,192 | 30,883,336 | |||||
| Participants |
862,093 | 2,472,821 | |||||
| Total receivable contributions |
27,316,285 | 33,356,157 | |||||
| Cash |
1,372 | 12,010 | |||||
| Due from brokers |
193,274 | 81,082 | |||||
| Accrued interest and dividends |
4,039,067 | 70,245 | |||||
| Accrued fees |
215,358 | — | |||||
| Total assets |
627,659,839 | 670,158,863 | |||||
| Liabilities |
|||||||
| Administrative expenses payable |
510,545 | 238,972 | |||||
| Due to brokers |
4,408,592 | 218,212 | |||||
| Total liabilities |
4,919,137 | 457,184 | |||||
| Net assets reflecting all investments at fair value |
622,740,702 | 669,701,679 | |||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(895,107 | ) | 1,061,631 | ||||
| Net assets available for benefits |
$ | 621,845,595 | $ | 670,763,310 | |||
See accompanying notes.
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Limited Brands, Inc. Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
| Years Ended December 31, | |||||||
| 2007 | 2006 | ||||||
| Additions: |
|||||||
| Investment income: |
|||||||
| Net (depreciation)/appreciation in fair value of investments |
$ | (30,066,495 | ) | $ | 53,857,433 | ||
| Earnings from investment contracts |
7,555,477 | 6,531,059 | |||||
| Earnings from mutual funds |
22,690,749 | 15,517,008 | |||||
| Dividends |
2,345,519 | 2,407,483 | |||||
| Earnings from common collective trusts |
221,476 | 225,408 | |||||
| Other earnings |
581,981 | — | |||||
| Total investment income |
3,328,707 | 78,538,391 | |||||
| Contributions: |
|||||||
| Employer |
44,046,095 | 47,099,846 | |||||
| Participant deferrals |
30,770,983 | 30,877,536 | |||||
| Participant rollovers |
1,140,616 | 2,163,218 | |||||
| Total contributions |
75,957,694 | 80,140,600 | |||||
| Total additions |
79,286,401 | 158,678,991 | |||||
| Deductions: |
|||||||
| Distributions to participants |
103,964,654 | 57,218,334 | |||||
| Administrative expenses |
1,997,478 | 1,481,526 | |||||
| Total deductions |
105,962,132 | 58,699,860 | |||||
| Net (decrease)/increase prior to transfers |
(26,675,731 | ) | 99,979,131 | ||||
| Transfers: |
|||||||
| Transfer of net assets available due to divestiture of affiliate |
(22,241,984 | ) | — | ||||
| Net assets available for benefits: |
|||||||
| Beginning of year |
670,763,310 | 570,784,179 | |||||
| End of year |
$ | 621,845,595 | $ | 670,763,310 | |||
See accompanying notes.
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Limited Brands, Inc. Savings and Retirement Plan
December 31, 2007
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.
The following description of the Plan provides only general information. Participants should refer to the Limited Brands, Inc. Savings and Retirement Plan document (as amended and restated effective as of January 1, 2007) 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.
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 limits were $225,000 and $220,000 for the Plan years ended December 31, 2007 and 2006, 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 and non-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)
During the year ended December 31, 2007, the Employer provided retirement contributions in the amount of $807,045 to 231 participating associates whose employment was involuntarily terminated by the Employer prior to the end of the Plan year in connection with a formal restructuring initiative. The Plan was amended to allow such associates impacted by this restructuring event to receive a prorated retirement contribution, where they would otherwise have received no retirement contribution, having terminated employment prior to the end of the Plan year.
Participant 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 ($15,500 and $15,000 for the years ended December 31, 2007 and 2006, respectively). This voluntary tax-deferred contribution may be limited by Section 401(k) of the Internal Revenue Code.
Plan participants age 50 or above at any time before the end of the Plan Year whose contributions to the Plan reach either the maximum percent of his or her annual compensation allowed by the Plan or the maximum dollar amount allowed by the Plan, are eligible to make “catch up” contributions to the Plan. Catch-up contributions are voluntary and limited to a total of $5,000 for each eligible participant for 2007 and 2006. Catch-up contributions are not eligible for employer matching contributions.
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 his or her 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.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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 Employer periodically reviews and may make changes to the investment choices available in order to ensure the funds offered are meeting their investment objectives and the financial goals of the participants. The Plan’s investment options offered as of December 31, 2007 include six mutual funds, one unitized pooled mutual fund, five common collective trusts, one pooled account of Employer’s common stock, one pooled account of common collective trusts and synthetic investment contracts, and self-directed brokerage accounts. The Plan has two pooled accounts for the common stock of former affiliates into which no additional investments are allowed.
If a participant makes no investment fund election, any contributions made into such participant’s account are invested into the Plan’s default investment fund. Effective December 24, 2007, the Plan’s default investment fund was changed from the SARP Stable Value Fund to the age-appropriate Schwab Managed Retirement Trust Fund, which is selected based on the participant’s date of birth. This change did not impact existing participant account balances invested in the SARP Stable Value Fund by default.
Participant Accounts
Each participant’s account is credited with the participant’s and Employer contributions as well as allocated investment earnings. The benefit to which a participant is entitled is equal to the vested balance in the participant’s account.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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:
| 2007 |
2006 |
|||||||
| Years of Vested Service |
Percentage | Years of Vested Service |
Percentage | |||||
| Less than 2 years |
0 | % | Less than 3 years | 0 | % | |||
| 2 years |
20 | % | 3 years | 20 | % | |||
| 3 years |
40 | % | 4 years | 40 | % | |||
| 4 years |
60 | % | 5 years | 60 | % | |||
| 5 years |
80 | % | 6 years | 80 | % | |||
| 6 years |
100 | % | 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 $1,000 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.
A participant who is fully vested in his or her account and who has participated in the Plan for at least six years may obtain an in-service withdrawal from his or her 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.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Amounts Allocated to Participants Withdrawn from the Plan
Amounts allocated, but not yet paid to participants withdrawn from the Plan were $381,965 and $456,752 as of December 31, 2007 and 2006, 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 $2,492,043 and $3,431,267 were used to reduce contributions for the years ended December 31, 2007 and 2006, respectively. Forfeitures of $221,871 and $119,995 were used to pay administrative expenses for the years ended December 31, 2007 and 2006, respectively. There were no unused forfeitures at December 31, 2007 or December 31, 2006.
Administrative Expenses
Expenses of the Plan are deducted from participants’ accounts as follows:
| 1) | a participant fee of $2.50 per quarter |
| 2) | third-party administrative expenses allocated to participant accounts based on the total number of accounts |
| 3) | a $20 disbursement fee for any withdrawals and terminations |
| 4) | a $50 annual fee for participants having a self-directed brokerage account |
Investments in the Limited Brands, Inc., Tween Brands, Inc., and Abercrombie & Fitch Co. stock funds are charged an administrative fee of 3 basis points on the asset balance through a reduction in earnings. Investments in the Plan’s Stable Value Fund are charged an administrative fee of 30 basis points on the asset balance through a reduction in earnings.
The Employer pays any additional Plan expenses from accumulated forfeitures.
The investment funds pay certain fees to the Plan’s trustee. During 2007, $567,280 of such fees was passed through the Plan’s trust accounts and, as a result, is reported in the financial statements as administrative expenses, and also as other earnings. Prior to 2007, such fees were paid by the investment funds directly to the Plan’s trustee, and were not passed through the Plan’s trust accounts.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Employer Divestitures
Effective July 6, 2007, Limited Brands Store Operations, Inc., an affiliate of the Employer, sold 75% of its ownership in Express, LLC (“Express”), also an affiliate of the Employer, to an outside investor group. The Employer retained a 25% interest in Express. In connection with the sale, all participating associates of Express became fully vested in their account balance. The impacted participants were given the option of rolling their account balance over to a new plan sponsored by Express or to an IRA, taking a distribution or leaving their account balance in the Plan.
Effective August 3, 2007, Limited Brands Store Operations, Inc., an affiliate of the Employer, sold 75% of its ownership in Limited Stores, LLC (“Limited Stores”), also an affiliate of the Employer, to an outside investor group. The Employer retained a 25% interest in Limited Stores. In connection with the sale, all participating associates of Limited Stores became fully vested in their account balance. The impacted participants’ account balances were transferred directly into a new plan sponsored by Limited Stores. The total amount of this plan-to-plan transfer was $22,241,984. An additional $735,813 was transferred in 2008.
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.
Use of 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.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Risks
The Plan provides for the various investment options as described in Notes 1, 3, and 4. 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
Fair value of investments in mutual funds, debt securities, and common stocks are determined by quoted market prices.
Investments in units of common collective trusts and the unitized pooled fund are valued at the respective net asset values as reported by such trusts/funds, which are reported at fair value. 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.
Investments in synthetic investment contracts (SGICs) are portfolios of securities (debt securities or units of common collective trusts) owned by the Plan with wrap contracts associated with the portfolios. The fair value of wrapper contracts are determined by the Trustee based on the change in the present value of the contract’s expected cash flows, discounted at current market rates. SGICs may have elements of risk due to lack of a secondary market and resale restrictions which may result in the inability of the Plan to sell a contract at a fair price and may substantially delay the sale of contracts which the Plan seeks to sell (see Note 4). In addition, wrapper contracts may be subject to credit risk based on the ability of the insurance company or bank to meet interest or principal payments, or both, as they become due.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Adjustment from Fair Value to Contract Value
The amount represents the difference between market value and contract value of SGICs, and common collective trusts which invest in these types of investments.
Net Appreciation in Fair Value of Investments
Net realized and unrealized (depreciation)/appreciation is recorded in the accompanying statements of changes in net assets available for benefits as net (depreciation)/appreciation in fair value of investments.
Benefit Payments
Benefits are recorded when paid.
New Accounting Pronouncements
In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value Measurements. SFAS 157 provides guidance for using fair value to measure assets and liabilities and only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not expand the use of fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Plan is in the process of evaluating the impact of adoption of SFAS 157.
3. Investments
The Plan’s investments are held by Wachovia Bank, N.A., trustee of the Plan. Wachovia Bank, N.A. became the Plan’s trustee effective April 1, 2007 as a result of its purchase of Ameriprise Trust Company, the Plan’s former trustee.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The following table presents balances at December 31, 2007 and 2006 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, | ||||||
| 2007 | 2006 | |||||
| Investments at fair value as determined by: |
||||||
| Quoted market price: |
||||||
| Common stock: |
||||||
| Limited Brands, Inc. |
$ | 68,834,686 | $ | 111,996,933 | ||
| Other |
9,475,328 | 11,833,889 | ||||
| Mutual funds: |
||||||
| Vanguard Institutional Index Fund |
101,686,102 | 110,456,538 | ||||
| Allianz CCM Capital Appreciation Fund |
62,437,719 | 59,469,459 | ||||
| Dodge & Cox Stock Fund |
47,651,957 | 46,314,348 | ||||
| Artisan International Investor Shares |
42,092,230 | 34,228,806 | ||||
| Other |
48,187,383 | 57,469,682 | ||||
| Other |
19,206 | 42,270 | ||||
| Estimated fair value: |
||||||
| Investment contracts |
146,615,656 | 142,710,320 | ||||
| Common collective trusts |
56,430,624 | 62,117,124 | ||||
| Unitized pooled mutual fund |
12,463,592 | — | ||||
| Total investments at fair value |
$ | 595,894,483 | $ | 636,639,369 | ||
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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) (depreciation)/appreciation in value for the years ended December 31, 2007 and 2006, is set forth below:
| December 31, | ||||||||
| 2007 | 2006 | |||||||
| Net (depreciation)/ appreciation in fair value as determined by: |
||||||||
| Quoted market price: |
||||||||
| Common stock |
$ | (39,061,655 | ) | $ | 27,433,159 | |||
| Mutual funds |
5,332,079 | 21,574,786 | ||||||
| Other |
(1,423 | ) | (2,624 | ) | ||||
| (33,730,999 | ) | 49,005,321 | ||||||
| Estimated fair value: |
||||||||
| Unitized pooled mutual fund |
832,515 | — | ||||||
| Common collective trusts |
2,831,989 | 4,852,112 | ||||||
| 3,664,504 | 4,852,112 | |||||||
| Net (depreciation)/ appreciation in fair value |
$ | (30,066,495 | ) | $ | 53,857,433 | |||
4. Investment Contracts
Nature of Investment Contracts
The Plan, under the SARP Stable Value Fund investment option, invests primarily in SGICs. In a SGIC structure, the underlying investments are owned by the Plan and held in trust for Plan participants. The Plan enters into wrapper contracts from third-party insurance companies or banks that serve to substantially offset the price fluctuations in the underlying investments caused by movements in interest rates. Each wrapper contract obligates the wrapper provider to maintain the “contract value” of the underlying investments. The contract value is generally equal to the contract, less any adjustments for withdrawals (as specified in the wrapper agreement). Under the terms of the wrapper contract, the realized and unrealized gains and losses on the underlying investments are, in effect, amortized over the duration of the underlying investments through adjustments to the future contract interest crediting rate (which is the rate earned by Plan). The wrapper contract provides that the adjustments to the interest crediting rate will not result in future interest crediting rates that are less than zero. These wrapper contracts are designed to insulate the Plan from investment losses as a result of movements in interest rates.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
4. Investment Contracts (continued)
However, they generally do not protect the Plan from loss if a wrapper provider defaults. A default by the wrapper provider on its obligation could result in a decrease in the value of the Plan’s assets.
In general, if the contract value of the wrapper agreement exceeds the market value of the underlying investments (including accrued interest), the wrapper provider becomes obligated to pay the difference to the Plan in the event that Plan redemptions result in a total contract liquidation. In the event that there are partial Plan redemptions that would otherwise cause the contract’s crediting rate to fall below zero percent, the wrapper provider is obligated to contribute to the Plan an amount necessary to maintain the contract’s crediting rate at a minimum of zero percent. The circumstances under which payments are made and the timing of payments between the Plan and the wrapper provider may vary based on the terms of the wrapper contract.
As required by Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, the Statements of Net Assets Available for Benefits present the fair value of the Plan’s investments and fully benefit-responsive investment contracts with a corresponding adjustment to show these contracts at contact value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis for the fully benefit-responsive investment contracts, therefore there is no impact on the Statement of Changes in Net Assets Available for Benefits.
Calculating the Interest Crediting Rate in Wrapper Contracts
The key factors that influence future interest crediting rates for wrapper contracts include:
| • | The level of market interest rates |
| • | The amount and timing of participant contributions, transfers, and withdrawals into/out of the wrapper contract |
| • | The investment returns generated by the fixed income investments that back the wrapper contract |
| • | The duration of the underlying fixed income investments backing the wrapper contract |
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
4. Investment Contracts (continued)
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average annual yield for the investment contracts was approximately 6.47% and 5.02 % for the years ended December 31, 2007 and 2006, respectively. The average annual yield adjusted to reflect the rate credited to participants was approximately 4.93% and 4.53% for the years ended December 31, 2007 and 2006, respectively.
The wrapper contracts’ interest crediting rates are typically reset on a monthly or quarterly basis according to each contract.
Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the SARP Stable Value Fund investment option are paid at contract value but are funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting difference between the market value of the underlying investments relative to the wrapper contract value is presented on the Plan’s Statements of Net Assets Available for Benefits as “Adjustment from fair value to contract value for fully benefit-responsive investment contracts”. If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the adjustment from fair value to contract value is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.
Events That Limit the Ability of the Plan to Transact at Contract Value
In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include Plan disqualification, termination of the Plan, a material adverse change to the provisions of the Plan, the Employer’s election to withdraw from a wrapper contract in order to change to a different investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract. While the Employer does consider that the spin-off or sale of an affiliate is possible, they do not consider these or other events to limit the ability of the Plan to transact at contract value.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
4. Investment Contracts (continued)
Issuer-Initiated Contract Termination
Events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the plan’s loss of its qualified status, un-cured material breaches of responsibilities, failure to make fee payments to the issuer, determination that any of the transactions are or will become prohibitive, and material and adverse changes to the provisions of the Plan. If one of these events were to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments (or in the case of a GIC, at the hypothetical market value based upon a contractual formula).
5. Tax Status
The Plan has received a determination letter from the Internal Revenue Service (“IRS”) 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. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor believes the Plan is qualified and the related trust is tax-exempt, and will take necessary and reasonable steps, if any, to maintain the Plan’s qualified status.
In addition, based on the reporting requirements of Revenue Procedure 2005-66, the Employer filed an application with the IRS on December 6, 2007 for an updated determination, and has not yet received a response.
6. Plan Administration
The Administrative Committee, comprised of members appointed by the Compensation Committee of the Board of Directors of the Employer, administers the Plan. The Board of Directors has delegated the day-to-day administrative duties to the Administrative Committee.
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Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
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
Wachovia Bank, N.A., trustee of the Plan, its subsidiaries and affiliates maintain and manage certain of the investments of the Plan, for which the Plan is charged investment expenses.
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, | ||||||||
| 2007 | 2006 | |||||||
| Net assets available for benefits per the financial statements |
$ | 621,845,595 | $ | 670,763,310 | ||||
| Contract value in excess of fair value |
895,107 | (1,061,631 | ) | |||||
| Amounts allocated to withdrawing participants |
(381,965 | ) | (456,752 | ) | ||||
| Amounts allocated to divested participants |
(735,813 | ) | — | |||||
| Net assets available for benefits per Form 5500 |
$ | 621,622,924 | $ | 669,244,927 | ||||
17
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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 total additions per the financial statements to the total earnings per the Form 5500:
| Year Ended December 31, 2007 | |||
| Total additions per the financial statements |
$ | 79,286,401 | |
| Adjustments from contract value to fair value |
1,956,738 | ||
| Total income per Form 5500 |
$ | 81,243,139 | |
The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500:
| Year Ended December 31, 2007 |
||||
| Benefits paid to participants per the financial statements |
$ | 103,964,654 | ||
| Amounts allocated to withdrawing participants: |
||||
| At December 31, 2007 |
381,965 | |||
| At December 31, 2006 |
(456,752 | ) | ||
| Benefits paid to participants per Form 5500 |
$ | 103,889,867 | ||
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.
18
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
Notes to Financial Statements (continued)
9. Reconciliation of Financial Statements to Form 5500 (continued)
The following is a reconciliation of the transfer of assets from the Plan per the financial statements to Form 5500:
| Year Ended December 31, 2007 |
||||
| Transfer of net assets due to divestiture of affiliate per the financial statements |
$ | (22,241,984 | ) | |
| Transfer of assets remaining |
||||
| At December 31, 2007 |
(735,813 | ) | ||
| Transfer of assets from Plan per Form 5500 |
$ | (22,977,797 | ) | |
10. Prohibited Transactions
In May 2006, the Employer determined that it had borrowed funds from the Plan on April 14, 2005 through an improper reduction of a matching contribution from interest earned within a holding account held by the Plan for transfer of funds prior to allocation to participants. The Employer discontinued this practice and reimbursed all amounts to the Plan on June 2, 2006.
The total amount borrowed from the Plan was $17,989 during 2005. Additionally, interest accumulated on this amount was $553 and $836 for the years ended December 31, 2006 and 2005, respectively.
In November 2007, the Employer determined that certain participant deferrals from August 2007 had not been contributed to the Plan in connection with a system change following the sale of Express and Limited Stores. Consequently, participant deferrals of $58,656 credited to the Plan during the year ended December 31, 2007, were not credited timely. The Employer has credited the impacted participants’ accounts with a total of $657 in calculated lost earnings.
19
Table of Contents
20
Table of Contents
Limited Brands, Inc. Savings and Retirement Plan
EIN #31-1048997 Plan #002
Schedule of Untimely Remittance of Participant Contributions
For the Year Ended December 31, 2007
| Participant Contributions |
Total that Constitute Nonexempt Prohibited Transactions | |
| $58,656 |
$58,656 |
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, 2007
| (a) | (b) | (c) | (e) | ||||
| Identity of Issue, Borrower, |
Description of Investment Including |
Current Value | |||||
| * | Limited Brands, Inc. |
Common Stock – 3,636,275 – shares | $ | 68,834,686 | |||
| Tween Brands, Inc. |
Common Stock – 138,692 – shares | 3,672,564 | |||||
| Abercrombie & Fitch Co. |
Common Stock – 41,558 – shares | 3,323,393 | |||||
| American Balanced Fund |
Mutual Fund – 1,473,966 – shares | 28,418,072 | |||||
| Allianz CCM Capital Appreciation Fund |
Mutual Fund – 3,026,550 – shares | 62,437,719 | |||||
| Dodge & Cox Stock Fund |
Mutual Fund – 344,655 – shares | 47,651,957 | |||||
| Hartford Midcap Holdings Fund |
Mutual Fund – 678,251 – shares | 17,688,774 | |||||
| Vanguard Institutional Index Fund |
Mutual Fund – 758,060 – shares | 101,686,102 | |||||
| Artisan International Investor Shares |
Mutual Fund – 1,408,709 – shares | 42,092,230 | |||||
| * | Wachovia Unitized Pooled Mutual Fund for Pimco Total Return |
Unitized Pooled Mutual Fund – 1,116,709 – units | 12,463,592 | ||||
| RiverSource Trust Money Market Fund II |
Common Collective Trust – 720,767 – shares | 720,767 | |||||
| Schwab Managed Retirement Trust 2010 |
Common Collective Trust – 271,704 – shares | 4,290,213 | |||||
| Schwab Managed Retirement Trust 2020 |
Common Collective Trust – 565,784 – shares | 9,901,217 | |||||
| Schwab Managed Retirement Trust 2030 |
Common Collective Trust – 833,646 – shares | 15,739,228 | |||||
| Schwab Managed Retirement Trust 2040 |
Common Collective Trust – 337,433 – shares | 6,529,338 | |||||
| Schwab Managed Retirement Trust Income |
Common Collective Trust – 67,014 – shares | 791,439 | |||||
| Self Directed Brokerage Accounts |
4,579,114 | ||||||
| Pooled Stable Value Fund |
|||||||
| RiverSource Trust Money Market Fund I |
Common Collective Trust – 5,259,560 – shares | 5,259,560 | |||||
| RiverSource Trust Income Fund I |
Common Collective Trust – 173,173 – shares | 13,198,862 | |||||
| Synthetic Contracts and Underlying Investments |
|||||||
| Bank of America I Wrapper |
Contract Wrapper – 4.93% due 12/31/50 | 14,721 | |||||
| Bank of America II Wrapper |
Contract Wrapper – 5.15% due 12/31/50 | 27,202 | |||||
| Natixis I Wrapper |
Contract Wrapper – 5.26% due 12/31/50 | 36,262 | |||||
| Natixis II Wrapper |
Contract Wrapper – 5.01% due 12/31/50 | 9,611 | |||||
| JP Morgan Wrapper |
Contract Wrapper – 4.95% due 12/31/50 | 38,253 | |||||
| Monumental Wrapper I |
Contract Wrapper – 4.57% due 12/31/50 | 38,763 | |||||
| Monumental Wrapper II |
Contract Wrapper – 6.02% due 12/31/50 | 2,195 | |||||
| Rabobank Wrapper |
Contract Wrapper – 5.22% due 12/31/50 | 22,101 | |||||
| Royal Bank of Canada |
Contract Wrapper – 4.93% due 12/31/50 | 46,938 | |||||
| State Street Wrapper |
Contract Wrapper – 4.75% due 12/31/50 | 43,173 | |||||
| UBS Wrapper |
Contract Wrapper – 4.98% due 12/31/50 | 40,032 | |||||
| RiverSource Trust Bond Fund |
Common Collective Trust – 1,483,097 – shares | 27,917,815 | |||||
| RiverSource Trust Money Market Fund I |
Common Collective Trust – 24,553,033 – shares | 24,657,966 | |||||
| CS FIRST BOSTON MTGE SECURITIES |
Government Obligation – 775,000 – 5.10% – due 08/15/38 | 777,035 | |||||
| FEDERAL NATL MTG ASSN GTD MTG PASS |
Government Obligation – 886,931 – 6.00% – due 12/01/33 | 906,879 | |||||
| FGLMC GOLD 30 YR TBA |
Government Obligation – 1,000,000 – 6.50% – due 01/01/37 | 1,027,812 | |||||
| FGOLD 10 YR #G12100 |
Government Obligation – 156,950 – 5.00% – due 11/01/13 | 158,680 | |||||
| FGOLD 15 YR #G12101 |
Government Obligation – 277,322 – 5.00% – due 11/01/18 | 279,161 | |||||
| FHLMC #780514 ARM |
Government Obligation – 123,387 – 5.01% – due 05/01/33 | 124,022 | |||||
| FHLMC #D95319 |
Government Obligation – 253,023 – 6.00% – due 03/01/22 | 259,574 | |||||
| FHLMC 2492-B |
Government Obligation – 365,960 – 5.50% – due 05/15/13 | 367,609 | |||||
| FHLMC 2617 HD |
Government Obligation – 144,704 – 7.00% – due 06/15/16 | 151,256 | |||||
| FHLMC 2657 NT |
Government Obligation – 82,829 – 5.00% – due 01/15/16 | 83,026 | |||||
Note: Column (d) is not applicable for participant directed investments.
* Represents a party-in-interest
22
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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, 2007
| (a) | (b) | (c) | (e) | |||
| Identity of Issue, Borrower, |
Description of Investment Including |
Current Value | ||||
| FHLMC 2662 DB | Government Obligation – 70,430 – 5.00% – due 02/15/16 | 70,593 | ||||
| FHLMC 2672 NT |
Government Obligation – 107,933 – 5.00% – due 02/15/16 | 108,198 | ||||
| FHLMC 2750 DB |
Government Obligation – 136,706 – 4.50% – due 05/15/15 | 137,043 | ||||
| FHLMC 2843-BA |
Government Obligation – 192,939 – 5.00% – due 01/15/18 | 194,577 | ||||
| FHLMC 2907-AG |
Government Obligation – 222,521 – 4.50% – due 03/15/19 | 221,849 | ||||
| FHLMC GOLD #C66932 |
Government Obligation – 96,374 – 6.00% – due 05/01/32 | 98,622 | ||||
| FHLMC GOLD #E97247 |
Government Obligation – 160,256 – 5.00% – due 06/01/18 | 161,340 | ||||
| FHLMC GOLD #E99565 |
Government Obligation – 147,380 – 5.50% – due 09/01/18 | 150,091 | ||||
| FHLMC TBA |
Government Obligation – 5,000,000 – 6.00% – due 01/01/33 | 5,073,450 | ||||
| FHLMC (NON GOLD) ARM #1G2450 |
Government Obligation – 939,893 – 5.92% – due 08/01/36 | 959,921 | ||||
| FHLMC_2641 |
Government Obligation – 145,119 – 6.50% – due 01/15/18 | 152,194 | ||||
| FNMA |
Government Obligation – 640,000 – 4.75% – due 11/19/12 | 665,861 | ||||
| FNMA |
Government Obligation – 586,123 – 5.00% – due 08/01/34 | 574,976 | ||||
| FNMA #200394 |
Government Obligation – 129,795 – 5.50% – due 07/25/23 | 130,293 | ||||
| FNMA #220925 |
Government Obligation – 587,142 – 5.50% – due 09/01/34 | 590,268 | ||||
| FNMA #254536 |
Government Obligation – 59,152 – 7.00% – due 09/01/17 | 61,519 | ||||
| FNMA #254757 |
Government Obligation – 117,100 – 5.00% – due 03/31/13 | 118,045 | ||||
| FNMA #254774 |
Government Obligation – 123,552 – 5.50% – due 03/31/13 | 126,964 | ||||
| FNMA #254793 |
Government Obligation – 342,407 – 5.00% – due 07/01/33 | 336,028 | ||||
| FNMA #357324 |
Government Obligation – 808,363 – 5.00% – due 01/01/33 | 794,117 | ||||
| FNMA #387608 |
Government Obligation – 624,466 – 4.80% – due 09/01/15 | 625,525 | ||||
| FNMA #462237 |
Government Obligation – 443,120 – 5.53% – due 07/01/16 | 460,639 | ||||
| FNMA #535170 |
Government Obligation – 158,534 – 5.50% – due 09/01/14 | 161,458 | ||||
| FNMA #545701 |
Government Obligation – 25,130 – 7.00% – due 07/01/12 | 25,339 | ||||
| FNMA #545864 |
Government Obligation – 293,228 – 5.50% – due 08/01/17 | 299,238 | ||||
| FNMA #555432 |
Government Obligation – 845,455 – 5.50% – due 05/01/33 | 849,957 | ||||
| FNMA #555528 |
Government Obligation – 699,266 – 6.00% – due 04/01/33 | 715,900 | ||||
| FNMA #555591 |
Government Obligation – 850,058 – 5.50% – due 07/01/33 | 854,585 | ||||
| FNMA #568049 |
Government Obligation – 129,394 – 6.00% – due 04/01/16 | 133,268 | ||||
| FNMA #636030 |
Government Obligation – 105,816 – 6.50% – due 04/01/32 | 110,284 | ||||
| FNMA #638591 |
Government Obligation – 777,715 – 6.50% – due 04/01/32 | 813,023 | ||||
| FNMA #646147 |
Government Obligation – 359,722 – 7.00% – due 06/01/32 | 383,476 | ||||
| FNMA #648349 |
Government Obligation – 170,507 – 6.00% – due 06/01/17 | 175,836 | ||||
| FNMA #672029 |
Government Obligation – 301,542 – 6.00% – due 12/01/17 | 310,625 | ||||
| FNMA #681400 |
Government Obligation – 167,799 – 5.50% – due 03/01/18 | 171,155 | ||||
| FNMA #703937 |
Government Obligation – 114,516 – 5.50% – due 05/01/18 | 116,743 | ||||
| FNMA #704265 |
Government Obligation – 876,760 – 5.50% – due 05/01/33 | 881,428 | ||||
| FNMA #705304 |
Government Obligation – 185,197 – 4.92% – due 06/01/33 | 187,224 | ||||
| FNMA #720378 |
Government Obligation – 376,878 – 4.50% – due 06/01/18 | 372,232 | ||||
| FNMA #725090 |
Government Obligation – 171,172 – 4.81% – due 11/01/33 | 171,867 | ||||
| FNMA #725425 |
Government Obligation – 1,481,789 – 5.50% – due 04/01/34 | 1,490,417 | ||||
| FNMA #725773 |
Government Obligation – 819,923 – 5.50% – due 09/01/34 | 823,726 | ||||
| FNMA #725815 |
Government Obligation – 525,579 – 6.00% – due 12/01/33 | 537,399 | ||||
| FNMA #735841 |
Government Obligation – 394,537 – 4.50% – due 11/01/19 | 389,520 | ||||
| FNMA #735935 |
Government Obligation – 698,833 – 5.00% – due 12/01/18 | 703,427 | ||||
| FNMA #741897 |
Government Obligation – 285,615 – 5.00% – due 10/01/33 | 280,294 | ||||
| FNMA #745563 |
Government Obligation – 1,178,244 – 5.50% – due 08/01/34 | 1,184,517 |
Note: Column (d) is not applicable for participant directed investments.
* Represents a party-in-interest
23
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)
December 31, 2007
| (a) | (b) | (c) | (e) | |||
| Identity of Issue, Borrower, |
Description of Investment Including |
Current Value | ||||
| FNMA #745727 | Government Obligation – 761,159 – 5.26% – due 05/01/16 | 781,102 | ||||
| FNMA #763798 |
Government Obligation – 720,717 – 5.50% – due 03/01/34 | 725,021 | ||||
| FNMA #764082 |
Government Obligation – 170,847 – 4.81% – due 01/01/34 | 172,963 | ||||
| FNMA #766731 |
Government Obligation – 929,081 – 5.00% – due 03/01/34 | 911,411 | ||||
| FNMA #785506 |
Government Obligation – 956,714 – 5.00% – due 06/01/34 | 938,519 | ||||
| FNMA #809534 |
Government Obligation – 227,649 – 5.12% – due 02/01/35 | 230,836 | ||||
| FNMA #865689 |
Government Obligation – 513,903 – 5.86% – due 02/01/36 | 526,514 | ||||
| FNMA #871091 |
Government Obligation – 281,470 – 6.50% – due 11/01/36 | 290,888 | ||||
| FNMA #878661 |
Government Obligation – 821,216 – 5.50% – due 02/01/36 | 820,036 | ||||
| FNMA #881629 |
Government Obligation – 775,881 – 5.50% – due 02/01/36 | 774,767 | ||||
| FNMA #883267 |
Government Obligation – 449,072 – 6.50% – due 07/01/36 | 466,762 | ||||
| FNMA #886054 |
Government Obligation – 385,111 – 7.00% – due 07/01/36 | 404,058 | ||||
| FNMA #888414 |
Government Obligation – 1,209,810 – 5.00% – due 11/01/35 | 1,186,145 | ||||
| FNMA 15YR TBA |
Government Obligation – 1,200,000 – 5.50% – due 01/01/15 | 1,215,374 | ||||
| FNMA 15YR TBA |
Government Obligation – 1,175,000 – 6.00% – due 01/01/14 | 1,202,172 | ||||
| FNMA 2003-133 GB |
Government Obligation – 33,132 – 8.00% – due 12/25/26 | 35,375 | ||||
| FNMA 2004-60 PA |
Government Obligation – 278,418 – 5.50% – due 04/25/34 | 283,886 | ||||
| FNMA 2004-W10 A23 |
Government Obligation – 227,729 – 5.00% – due 08/25/34 | 228,079 | ||||
| FNMA 2004-W3 A15 |
Government Obligation – 140,457 – 5.00% – due 05/25/34 | 141,128 | ||||
| FNMA 30YR TBA |
Government Obligation – 1,250,000 – 6.50% – due 01/01/30 | 1,284,765 | ||||
| FNMA 30YR TBA |
Government Obligation – 5,000,000 – 6.00% – due 09/01/28 | 5,078,100 | ||||
| FNMA ARM #768117 |
Government Obligation – 190,142 – 5.43% – due 08/01/34 | 194,336 | ||||
| FNMA ARM #786628 |
Government Obligation – 128,594 – 5.67% – due 07/01/34 | 130,838 | ||||
| FNMA ARM #799769 |
Government Obligation – 156,223 – 5.04% – due 11/01/34 | 158,178 | ||||
| FNMA ARM #801344 |
Government Obligation – 175,827 – 5.07% – due 10/01/34 | 177,482 | ||||
| FNMA ARM #826908 |
Government Obligation – 470,758 – 5.10% – due 08/01/35 | 467,588 | ||||
| FNMA ARM #849082 |
Government Obligation – 436,273 – 5.82% – due 01/01/36 | 445,908 | ||||
| FNMA ARM #866097 |
Government Obligation – 399,969 – 6.15% – due 02/01/36 | 412,389 | ||||
| FNMA ARM #872753 |
Government Obligation – 214,003 – 5.87% – due 06/01/36 | 218,888 | ||||
| FNMA ARM #887096 |
Government Obligation – 541,603 – 5.81% – due 07/01/36 | 548,708 | ||||
| FNMA ARM #902818 |
Government Obligation – 332,539 – 5.93% – due 11/01/36 | 343,564 | ||||
| FNMA TBA |
Government Obligation – 3,000,000 – 5.50% – due 01/01/31 | 2,996,250 | ||||
| GMACC 1999-C1 B |
Government Obligation – 350,000 – 6.30% – due 05/15/33 | 356,238 | ||||
| GNMA II #003501 |
Government Obligation – 798,082 – 6.00% – due 01/20/34 | 819,157 | ||||
| UST INFLATION INDEX |
Government Obligation – 205,000 – 2.00% – due 04/15/12 | 218,761 | ||||
| WFMBS |
Government Obligation – 886,772 – 5.00% – due 10/25/35 | 856,037 | ||||
| AMCAR 2007-DF-A3A |
Corporate Bond – 750,000 – 5.49% – due 07/06/12 | 767,407 | ||||
| ARMT 2005-12-2A1 |
Corporate Bond – 402,639 – 5.69% – due 03/25/36 | 401,533 | ||||
| ARMT 2007-1-3A11 |
Corporate Bond – 392,702 – 6.20% – due 02/25/37 | 397,387 | ||||
| ARMT_06-1-2A1 |
Corporate Bond – 564,481 – 5.96% – due 06/25/36 | 571,620 | ||||
| BACM 2005-4-A1 |
Corporate Bond – 263,337 – 4.43% – due 07/10/45 | 261,889 | ||||
| BACM 2005-6-A2 |
Corporate Bond – 475,000 – 5.19% – due 09/10/47 | 478,375 | ||||
| BACM 2006-2-AAB |
Corporate Bond – 475,000 – 5.72% – due 05/10/36 | 486,427 | ||||
| BCAP 2007-AA4-11A1 |
Corporate Bond – 213,063 – 6.26% – due 06/25/47 | 215,107 | ||||
| BOAA 2003-1-A1 |
Corporate Bond – 116,518 – 5.00% – due 02/25/33 | 111,187 | ||||
| BOAA 2006-9-1CB1 |
Corporate Bond – 670,482 – 6.00% – due 01/25/37 | 657,354 | ||||
| BOAMS 2004-E 2A6 |
Corporate Bond – 275,000 – 4.11% – due 06/25/34 | 273,827 |
Note: Column (d) is not applicable for participant directed investments.
* Represents a party-in-interest
24
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)
December 31, 2007
| (a) | (b) | (c) | (e) | |||
| Identity of Issue, Borrower, |
Description of Investment Including |
Current Value | ||||
| BSCMS 2005-PWR9-A1 | Corporate Bond – 420,178 – 4.50% – due 09/11/42 | 418,134 | ||||
| BSCMS 2005-T20-A2 |
Corporate Bond – 1,275,000 – 5.13% – due 10/12/42 | 1,286,962 | ||||
| BSCMS 2007-T26-A4 |
Corporate Bond – 250,000 – 5.47% – due 01/12/45 | 253,160 | ||||
| CD 2006-CD2-AAB |
Corporate Bond – 650,000 – 5.39% – due 01/15/46 | 657,414 | ||||
| CD 2007-CD4-A2B |
Corporate Bond – 900,000 – 5.21% – due 12/11/49 | 904,426 | ||||
| CDC COMMERCIAL MTGE |
Corporate Bond – 1,125,000 – 5.68% – due 11/15/30 | 1,161,039 | ||||
| CGCMT 2005-C3-A1 |
Corporate Bond – 524,399 – 4.40% – due 05/15/43 | 520,932 | ||||
| CITIGROUP INC |
Corporate Bond – 345,000 – 6.50% – due 01/18/11 | 370,407 | ||||
| COMM 2007-C9-A4 |
Corporate Bond – 800,000 – 6.01% – due 12/10/49 | 833,319 | ||||
| COUNTRYWIDE ALT TR 2006-HY12 |
Corporate Bond – 539,427 – 6.17% – due 08/25/36 | 535,321 | ||||
| CPS 2006-A-A3 |
Corporate Bond – 525,000 – 5.10% – due 10/15/10 | 526,261 | ||||
| CSFB 2003-CPN1-A2 |
Corporate Bond – 1,100,000 – 4.60% – due 03/15/35 | 1,080,259 | ||||
| CSFB 2005-C4-A1 |
Corporate Bond – 400,118 – 4.77% – due 08/15/38 | 399,171 | ||||
| CSFBMS 2007-C3-A4 |
Corporate Bond – 1,250,000 – 5.72% – due 06/15/39 | 1,296,904 | ||||
| CSMC 2006-C1-A2 |
Corporate Bond – 525,000 – 5.44% – due 02/15/39 | 532,315 | ||||
| CSMC 2006-C4-A3 |
Corporate Bond – 790,000 – 5.47% – due 09/15/39 | 795,715 | ||||
| CWALT 06-43CB 1A4 |
Corporate Bond – 557,001 – 6.00% – due 02/25/37 | 555,901 | ||||
| CWALT 2005-64CB-1A |
Corporate Bond – 298,055 – 5.50% – due 12/25/35 | 298,406 | ||||
| CWALT 2005-6CB-1A1 |
Corporate Bond – 122,111 – 7.50% – due 04/25/35 | 125,809 | ||||
| CWALT 2005-85CB-2A |
Corporate Bond – 367,170 – 5.50% – due 02/25/36 | 367,460 | ||||
| CWALT 2006-22CB-CA |
Corporate Bond – 487,112 – 6.00% – due 05/25/36 | 487,207 | ||||
| CWALT 2006-31CBA16 |
Corporate Bond – 481,250 – 6.00% – due 11/25/36 | 478,906 | ||||
| CWALT 2006-OA11-A3 |
Corporate Bond – 709,838 – 4.97% – due 09/25/46 | 683,582 | ||||
| CWALT 2006-SCB |
Corporate Bond – 646,171 – 6.00% – due 01/25/36 | 621,959 | ||||
| CWALT 2007 22 |
Corporate Bond – 971,418 – 6.50% – due 09/25/37 | 979,413 | ||||
| CWALT 2007-OA9-A2 |
Corporate Bond – 959,244 – 5.67% – due 06/25/47 | 892,279 | ||||
| CWALT INC 2005-43 |
Corporate Bond – 164,881 – 5.50% – due 11/25/35 | 161,443 | ||||
| CWALT INC 2005-54CB |
Corporate Bond – 212,003 – 5.50% – due 11/25/35 | 209,677 | ||||
| CWHL 2006-HYB1-1A1 |
Corporate Bond – 344,032 – 5.36% – due 03/20/36 | 340,988 | ||||
| CWHL 2006-HYB5-2A2 |
Corporate Bond – 665,668 – 5.88% – due 09/20/36 | 671,968 | ||||
| CWL 2005-10-AF6 |
Corporate Bond – 75,000 – 4.92% – due 12/25/35 | 72,680 | ||||
| CWL 2005-17-1AF2 |
Corporate Bond – 360,000 – 5.36% – due 12/25/35 | 356,659 | ||||
| CWL 2007-7-2A2 |
Corporate Bond – 350,000 – 5.48% – due 10/25/37 | 324,198 | ||||
| CWMBS INC |
Corporate Bond – 536,510 – 5.78% – due 12/20/35 | 527,120 | ||||
| CXHE 2006-A-AV2 |
Corporate Bond – 550,000 – 4.89% – due 06/25/36 | 533,776 | ||||
| GCCFC 2003-C2 A3 |
Corporate Bond – 1,035,000 – 4.53% – due 07/05/10 | 1,033,925 | ||||
| GCCFC 2005-GG5-A1 |
Corporate Bond – 523,481 – 4.79% – due 04/10/37 | 523,887 | ||||
| GCCFC 2007-GG9-A2 |
Corporate Bond – 675,000 – 5.38% – due 03/10/39 | 681,732 | ||||
| GCCFC 2007-GG9-A4 |
Corporate Bond – 450,000 – 5.44% – due 03/10/39 | 454,699 | ||||
| GECMC 2004-C2 A1 |
Corporate Bond – 112,248 – 3.11% – due 03/10/40 | 111,016 | ||||
| GECMC 2005-C3-A2 |
Corporate Bond – 1,016,000 – 4.85% – due 07/10/45 | 1,016,004 | ||||
| GMACM 2004-HE2-A4 |
Corporate Bond – 271,344 – 3.65% – due 10/25/33 | 264,063 | ||||
| GSMS 2006-GG8-A4 |
Corporate Bond – 325,000 – 5.56% – due 11/10/39 | 331,574 | ||||
| GSMS 2007-GG10-A4 |
Corporate Bond – 575,000 – 5.99% – due 08/10/45 | 592,076 | ||||
| HVMLT 2005-12-2A1A |
Corporate Bond – 260,944 – 6.93% – due 10/19/35 | 270,311 | ||||
| INDX 2005-AR25-A1 |
Corporate Bond – 215,650 – 5.85% – due 12/25/35 | 213,001 | ||||
| INDX 2006-AR13-1A1 |
Corporate Bond – 467,791 – 6.10% – due 07/25/36 | 477,830 |
Note: Column (d) is not applicable for participant directed investments.
* Represents a party-in-interest
25
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)
December 31, 2007
| (a) | (b) | (c) | (e) | |||||
| Identity of Issue, Borrower, |
Description of Investment Including |
Current Value |
||||||
| INDYMAC LN TR 2006-AR1 |
Corporate Bond – 1,114,031 – 5.94% – due 08/25/36 | 1,110,991 | ||||||
| INDYMB 2007-AR5A-1 |
Corporate Bond – 478,423 – 6.37% – due 05/25/37 | 482,848 | ||||||
| ING CAP FNDG TRST III |
Corporate Bond – 660,000 – 8.44% – due 12/29/49 | 727,392 | ||||||
| JPMCC 2003-C1-A1 |
Corporate Bond – 669,200 – 4.28% – due 01/12/37 | 665,464 | ||||||
| JPMCC 2004-LN2-A1 |
Corporate Bond – 361,724 – 4.48% – due 07/15/41 | 360,672 | ||||||
| JPMCC 2005-CIBC12 |
Corporate Bond – 575,000 – 4.85% – due 09/12/37 | 568,400 | ||||||
| LBART 2005-B-A3 |
Corporate Bond – 174,498 – 4.41% – due 05/15/10 | 174,763 | ||||||
| LBUBS 2005-C1-A1 |
Corporate Bond – 209,362 – 4.06% – due 02/15/30 | 207,747 | ||||||
| LB-UBS CMBS 2007-C7 |
Corporate Bond – 675,000 – 5.87% – due 09/15/45 | 695,687 | ||||||
| MALT 2004-13 7A1 |
Corporate Bond – 685,217 – 6.50% – due 11/25/34 | 675,396 | ||||||
| MLMT 2005-CIP1-A1 |
Corporate Bond – 428,429 – 4.63% – due 07/12/38 | 427,126 | ||||||
| MLMT 2005-CK1-A1 |
Corporate Bond – 388,240 – 5.08% – due 11/12/37 | 390,212 | ||||||
| MSC 2003-T11 A2 |
Corporate Bond – 725,000 – 4.34% – due 06/13/41 | 723,182 | ||||||
| MSC 2006-HQ9-AAB |
Corporate Bond – 600,000 – 5.69% – due 07/12/44 | 613,230 | ||||||
| MSM 2004-2AR 3A |
Corporate Bond – 172,197 – 5.02% – due 02/25/34 | 174,366 | ||||||
| MSM 2007-12-3A22 |
Corporate Bond – 492,537 – 6.00% – due 08/25/37 | 491,537 | ||||||
| POPLR 2005-5-AF3 |
Corporate Bond – 525,000 – 5.09% – due 11/25/35 | 517,547 | ||||||
| RALI 2006-QS3-1A10 |
Corporate Bond – 267,808 – 6.00% – due 03/25/36 | 269,949 | ||||||
| RAMC 2005-3-AF3 |
Corporate Bond – 355,000 – 4.77% – due 10/25/35 | 350,692 | ||||||
| RAMC 2005-4-A3 |
Corporate Bond – 195,000 – 5.57% – due 02/25/36 | 196,626 | ||||||
| RAMC 2006-1-AF3 |
Corporate Bond – 685,000 – 5.61% – due 05/25/36 | 682,414 | ||||||
| RAMC 2006-2-AF3 |
Corporate Bond – 450,000 – 5.69% – due 08/25/36 | 446,726 | ||||||
| RASC 2004-KS8 AI3 |
Corporate Bond – 86,396 – 3.84% – due 09/25/34 | 85,704 | ||||||
| RENAISSANCE HOME EQUITY LN TR 2006-4 |
Corporate Bond – 425,000 – 5.34% – due 01/25/37 | 383,917 | ||||||
| RENAISSANCE HOME EQUITY LN TR 2007-2 |
Corporate Bond – 400,000 – 5.74% – due 06/25/37 | 396,353 | ||||||
| SARM 2005-15-4A1 |
Corporate Bond – 480,066 – 5.51% – due 07/25/35 | 473,225 | ||||||
| SARM_06-5:4A1 CMO FLOAT |
Corporate Bond – 348,508 – 5.96% – due 06/25/36 | 346,030 | ||||||
| SDART 2007-1-A3 |
Corporate Bond – 900,000 – 5.05% – due 09/15/11 | 903,163 | ||||||
| SDART 2007-3-A3 |
Corporate Bond – 550,000 – 5.42% – due 08/15/12 | 534,010 | ||||||
| SVHE 2006-EQ1-A2 |
Corporate Bond – 600,000 – 5.24% – due 10/25/36 | 561,380 | ||||||
| TIAA REAL ESTATE CDO LTD 2007-C4-A3 |
Corporate Bond – 1,200,000 – 6.10% – due 08/15/39 | 1,245,215 | ||||||
| TRIAD AUTOMOBILE RECEIVABLES TR |
Corporate Bond – 600,000 – 5.24% – due 10/12/12 | 608,662 | ||||||
| UHAUL 2007-CP1-CP |
Corporate Bond – 1,000,000 – 5.40% – due 05/25/20 | 1,000,175 | ||||||
| WAMU MTG PASS-THROUGH CTFS |
Corporate Bond – 351,727 – 5.29% – due 12/25/35 | 347,926 | ||||||
| WBCMT 2003-C8 A2 |
Corporate Bond – 300,000 – 3.89% – due 11/15/35 | 298,028 | ||||||
| WBCMT 2005-C18-A2 |
Corporate Bond – 500,000 – 4.66% – due 04/15/42 | 496,824 | ||||||
| WBCMT 2005-C18-A4 |
Corporate Bond – 600,000 – 4.94% – due 04/15/42 | 583,544 | ||||||
| WBCMT 2006-C24-A3 |
Corporate Bond – 350,000 – 5.56% – due 03/15/45 | 355,330 | ||||||
| WBCMT 2006-C27-APB |
Corporate Bond – 850,000 – 5.73% – due 07/17/45 | 860,659 | ||||||
| WBCMT 2006-C29-A4 |
Corporate Bond – 950,000 – 5.31% – due 11/15/48 | 949,919 | ||||||
| WBCMT 2007-C31A-A4 |
Corporate Bond – 925,000 – 5.51% – due 04/15/47 | 931,457 | ||||||
| WELLS FARGO MTG BACKED SECS 2006-AR6 |
Corporate Bond – 426,584 – 5.11% – due 03/25/36 | 420,655 | ||||||
| WFMBS 2005-5-3PT3 |
Corporate Bond – 665,981 – 5.50% – due 05/25/35 | 664,169 | ||||||
| WFMBS 2006-AR12-2A |
Corporate Bond – 637,033 – 6.12% – due 09/25/36 | 647,474 | ||||||
| WFMBS 2006-AR6-2A2 |
Corporate Bond – 826,103 – 5.09% – due 04/25/36 | 812,439 | ||||||
| WFMBS 2007-11-A68 |
Corporate Bond – 782,037 – 6.00% – due 08/25/37 | 790,077 | ||||||
| WMALT 2007-OC1-A2 |
Corporate Bond – 974,337 – 5.55% – due 01/25/47 | 948,026 | ||||||
| Other – (pending purchases/sales) |
(17,862,433 | ) | ||||||
| $ | 595,894,483 | |||||||
Note: Column (d) is not applicable for participant directed investments.
* Represents a party-in-interest
26
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 25, 2008 | By: | /s/ Ezra Singer | ||||
| Ezra Singer | ||||||
| Senior Vice President, Talent Management & Total Rewards | ||||||
27
Table of Contents
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 23.1 | Consent of Ernst & Young LLP | |
28
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 Limited Brands, Inc. Savings and Retirement Plan of our report dated June 23, 2008, 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, 2007.
/s/ Ernst & Young LLP
Columbus, Ohio
June 23, 2008