EXHIBIT 99
[LETTERHEAD OF ARY, EARMAN AND ROEPCKE APPEARS HERE]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Plan Administrator of The Limited,
Inc. Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Limited, Inc. Savings and Retirement Plan as of December 31,
1993 and 1992, and the related statements of changes in net assets available for
plan benefits for each of the three years in the period ended December 31, 1993.
These financial statements are the responsibility of the Plan's management. Our
responsi- bility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. 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
manage- ment, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for each of the three years in the period ended December 31, 1993,
in conformity with generally accepted accounting principles.
/s/ ARY, EARMAN AND ROEPCKE
Columbus, Ohio,
March 24, 1994.
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
---------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1993
-----------------
Limited Fixed
ASSETS TOTAL Stock Fund Income Fund Indexed Fund World Fund
- - ------ ------------ ------------ ------------ ------------ -------------
Investments, at Fair Value:
Determined by Quoted Market Price
Common Stock of The Limited, Inc.
(Cost $28,548,294) $ 76,924,612 $ 76,924,612 $ -- $ -- $ --
Vanguard Indexed Mutual Fund
(Cost $15,690,019) 17,288,449 -- -- 17,288,449 --
Vanguard World Mutual Fund
(Cost $13,532,146) 13,799,287 -- -- -- 13,799,287
Determined By Contract Value:
Guaranteed Investment Contracts:
Vanguard Investment Contract Trust 46,129,637 -- 46,129,637 -- --
Metropolitan Life Insurance 11,929,738 -- 11,929,738 -- --
John Hancock Life Insurance 1,693,809 -- 1,693,809 -- --
Temporary Investments (Cost
approximates fair value) 351,056 2,390 312,905 17,880 17,881
------------ ------------ ------------ ------------ ------------
Total Investments 168,116,588 76,927,002 60,066,089 17,306,329 13,817,168
Contribution Receivable from Employers 16,654,367 2,961,061 8,853,901 2,637,242 2,202,163
Receivable from Employers for Withheld
Participants' Contributions 884,649 111,468 381,942 227,114 164,125
Due from Brokers 531,601 531,601 -- -- --
Interfund Transfers -- (856,847) 373,730 340,564 142,553
Accrued Interest and Dividends 1,373 621 358 143 251
Other Assets 780 -- 368 -- 412
------------ ------------ ------------ ------------ ------------
Total Assets 186,189,358 79,674,906 69,676,388 20,511,392 16,326,672
------------ ------------ ------------ ------------ ------------
LIABILITIES
- - -----------
Other Liabilities 1,218 1,218 -- -- --
Administrative Fees Payable 699,365 320,641 249,463 71,876 57,385
------------ ------------ ------------ ------------ ------------
Total Liabilities 700,583 321,859 249,463 71,876 57,385
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $185,488,775 $ 79,353,047 $ 69,426,925 $ 20,439,516 $ 16,269,287
============ ============ ============ ============ ============
The accompanying notes are an integral part of this financial statement.
F-1
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
---------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1992
-----------------
Limited Fixed
ASSETS TOTAL Stock Fund Income Fund Indexed Fund World Fund
- - ------ ------------ ------------ ------------ ------------ ------------
Investments, at Fair Value:
Determined by Quoted Market Price:
Common Stock of The Limited, Inc.
(Cost $24,610,491) $142,525,467 $142,525,467 $ -- $ -- $ --
Vanguard Indexed Mutual Fund
(Cost $13,008,597) 14,049,457 -- -- 14,049,457 --
Vanguard World Mutual Fund
(Cost $13,168,311) 13,908,741 -- -- -- 13,908,741
Determined By Contract Value:
Guaranteed Investment Contracts:
Vanguard Investment Contract Trust 49,987,244 -- 49,987,244 -- --
Metropolitan Life Insurance 10,852,749 -- 10,852,749 -- --
John Hancock Life Insurance 3,190,512 -- 3,190,512 -- --
Temporary Investments (Cost
approximates fair value) 76,655 76,655 -- -- --
------------ ------------ ------------ ------------ ------------
Total Investments 234,590,825 142,602,122 64,030,505 14,049,457 13,908,741
Contribution Receivable from Employers 14,554,945 3,643,073 7,739,884 1,487,099 1,684,889
Receivable from Employers for Withheld
Participants' Contributions 853,266 289,201 286,968 133,213 143,884
Due from Brokers 1,557,031 1,454,170 -- 21,387 81,474
Interfund Transfers -- (121,760) 168,224 14,396 (60,860)
Accrued Interest and Dividends 3,147 2,812 294 13 28
Other Assets 368 -- 368 -- --
------------ ------------ ------------ ------------ ------------
Total Assets 251,559,582 147,869,618 72,226,243 15,705,565 15,758,156
------------ ------------ ------------ ------------ ------------
LIABILITIES
- - -----------
Other Liabilities 1,218 1,218 -- -- --
Administrative Fees Payable 187,534 106,152 57,675 12,247 11,460
------------ ------------ ------------ ------------ ------------
Total Liabilities 188,752 107,370 57,675 12,247 11,460
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $251,370,830 $147,762,248 $ 72,168,568 $ 15,693,318 $ 15,746,696
============ ============ ============ ============ ============
The accompanying notes are an integral part of this financial statement.
F-2
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
---------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
Limited Fixed
Total Stock Fund Income Fund Indexed Fund World Fund
------------ ------------ ------------ ------------ ------------
Investment Income:
Increase (Decrease) in Net
Unrealized Appreciation $(51,165,802) $(51,222,621) $ -- $ 537,811 $ (480,992)
Realized gain on Sale of Securities 4,073,977 3,367,169 -- 636,926 69,882
Interest 4,439,846 6,689 4,429,569 1,880 1,708
Dividends 1,783,025 1,783,025 -- -- --
Mutual Funds' Earnings 657,135 -- -- 464,994 192,141
------------ ------------ ------------ ------------ ------------
Total Investment Income (Loss) (40,211,819) (46,065,738) 4,429,569 1,641,611 (217,261)
------------ ------------ ------------ ------------ ------------
Contributions:
Employers 23,371,564 5,561,152 11,270,178 3,496,942 3,043,292
Participants 10,428,961 3,098,271 3,790,368 1,934,509 1,605,813
------------ ------------ ------------ ------------ ------------
Total contributions 33,800,525 8,659,423 15,060,546 5,431,451 4,649,105
------------ ------------ ------------ ------------ ------------
Transfer of Participants' Account
Balances from Affiliated Plans 1,140,371 -- 514,198 422,367 203,806
------------ ------------ ------------ ------------ ------------
Transfer of Participants' Account
Balances to Former Affiliate's Plan (20,815,838) (5,390,244) (10,483,032) (3,227,343) (1,715,219)
------------ ------------ ------------ ------------ ------------
Interfund Transfers -- (4,461,978) 1,028,778 3,401,455 31,745
------------ ------------ ------------ ------------ ------------
Administrative Expense (752,234) (354,091) (261,967) (75,921) (60,255)
------------ ------------ ------------ ------------ ------------
Benefits to Participants (39,043,060) (20,796,573) (13,029,735) (2,847,422) (2,369,330)
------------ ------------ ------------ ------------ ------------
Increase (Decrease) in Net Assets
Available for Plan Benefits (65,882,055) (68,409,201) (2,741,643) 4,746,198 522,591
Beginning Net Assets Available for Plan
Benefits 251,370,830 147,762,248 72,168,568 15,693,318 15,746,696
------------ ------------ ------------ ------------ ------------
Ending Net Assets Available for Plan
Benefits $185,488,775 $ 79,353,047 $ 69,426,925 $ 20,439,516 $ 16,269,287
============ ============ ============ ============ ============
The accompanying notes are an integral part of this financial statement.
F-3
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
---------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
Limited Fixed Balanced
Total Stock Fund Income Fund Indexed Fund World Fund Fund
------------ ------------ -------------- ------------ ------------ ------------
Investment Income:
Increase (Decrease) in Net
Unrealized Appreciation $(35,113,811) $(30,558,791) $ -- $ 1,040,860 $ 740,430 $ (6,336,310)
Realized Gain on Sale of
Securities 14,724,409 14,621,430 -- 76,279 26,700 --
Master Trusts' Earnings 5,079,699 -- 410,088 -- -- 4,669,611
Interest 3,339,282 20,979 3,317,745 273 285 --
Dividends 1,656,283 1,656,283 -- -- -- --
Mutual Funds' Earnings 569,200 -- -- 336,311 232,889 --
------------ ------------ -------------- ------------ ------------ ------------
Total Investment Income (Loss) (9,744,938) (14,260,099) 3,727,833 1,453,723 1,000,304 (1,666,699)
------------ ------------ -------------- ------------ ------------ ------------
Contributions:
Employers:
Cash 21,629,777 6,331,664 10,291,305 2,211,975 2,391,300 403,533
The Limited, Inc. Common Stock 2,252,884 2,252,884 -- -- -- --
Participants 9,745,785 3,664,723 3,776,604 846,944 877,007 580,507
------------ ------------ -------------- ------------ ------------ ------------
Total Contributions 33,628,446 12,249,271 14,067,909 3,058,919 3,268,307 984,040
------------ ------------ -------------- ------------ ------------ ------------
Transfer of Participants' Account
Balances from Affiliated Plans 121,306,985 61,642,002 12,602,071 -- -- 47,062,912
------------ ------------ -------------- ------------ ------------ ------------
Interfund Transfers -- (4,110,765) 46,737,477 12,081,798 12,305,257 (67,013,767)
------------ ------------ -------------- ------------ ------------ ------------
Administrative Expense (386,007) (225,205) (113,686) (23,692) (23,424) --
------------ ------------ -------------- ------------ ------------ ------------
Benefits to Participants (43,518,434) (29,018,749) (12,495,636) (877,430) (803,748) (322,871)
------------ ------------ -------------- ------------ ------------ ------------
Increase (Decrease) in Net Assets
Available for Plan Benefits 101,286,052 26,276,455 64,525,968 15,693,318 15,746,696 (20,956,385)
Beginning Net Assets Available for
Plan Benefits 150,084,778 121,485,793 7,642,600 -- -- 20,956,385
------------ ------------ -------------- ------------ ------------ ------------
Ending Net Assets Available for
Plan Benefits $251,370,830 $147,762,248 $ 72,168,568 $ 15,693,318 $ 15,746,696 $ --
============ ============ ============== ============ ============ ============
The accompanying notes are an integral part of this financial statement.
F-4
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
---------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1991
------------------------------------
Limited Fixed Balance
Total Stock Fund Income Fund Fund
------------ ------------ ----------- ------------
Investment Income:
Increase in Net Unrealized Appreciation $ 54,875,493 $ 52,992,078 $ -- $ 1,883,415
Realized gain on Sale of Securities 2,192,097 2,192,097 -- --
Master Trusts' Earnings 1,594,746 -- 555,102 1,039,644
Dividends 1,315,315 1,315,315 -- --
Interest 4,085 4,085 -- --
------------- ------------ ------------ ------------
Total Investment Income 59,981,736 56,503,575 555,102 2,923,059
------------- ------------ ------------ ------------
Contributions:
Employers 4,315,801 1,040,171 555,793 2,719,837
Participants 2,964,282 1,510,956 775,582 677,744
------------- ------------ ------------ ------------
Total contributions 7,280,083 2,551,127 1,331,375 3,397,581
------------- ------------ ------------ ------------
Transfer of Participants' Account Balance
from Affiliated Plans (3,012,346) (2,511,535) (75,506) (425,305)
------------- ------------ ------------ ------------
Forfeitures -- (914,897) -- 914,897
------------- ------------ ------------ ------------
Interfund Transfers -- (1,098,251) 305,647 792,604
------------- ------------ ------------ ------------
Benefits to Participants (27,355,442) (24,823,105) (545,585) (1,986,752)
------------- ------------ ------------ ------------
Increase in Net Assets Available for Plan 36,894,031 29,706,914 1,571,033 5,616,084
Benefits
Beginning Net Assets Available for Plan 113,190,747 91,778,879 6,071,567 15,340,301
Benefits ------------- ------------ ------------ ------------
Ending Net Assets Available for Plan $150,084,778 $121,485,793 $ 7,642,600 $ 20,956,385
Benefits ============= ============ ============ ============
The accompanying notes are an integral part of this financial statement.
F-5
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
---------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) DESCRIPTION OF THE PLAN
-----------------------
General
-------
The Limited, Inc. Savings and Retirement Plan (the "Plan"), formerly The
Limited Stores Savings and Retirement Plan, is a defined contribution
plan covering certain employees of The Limited, Inc. and its
affiliates (the "Employers") who are at least 21 years of age and have
completed 1,000 or more hours of service during their first
consecutive twelve months of employment or any calendar year beginning
in or after their first consecutive twelve months of employment.
Certain employees of the Employers, who are covered by a collective
bargaining agreement, are not eligible to participate in the Plan. At
December 31, 1993, there were 20,446 participants in the Plan.
Effective January 1, 1992, the plans of affiliates, except Fulcrum
Management Group Savings and Retirement Plan, were merged and all
assets and liabilities of the affiliate plans were pooled into the
Plan. Effective January 1, 1993, the Fulcrum Management Group Savings
and Retirement Plan was merged into the Plan.
On August 31, 1993, The Limited, Inc. sold 60% of its interest in
Brylane, Inc. and the assets and liabilities allocated to the
employees of Brylane, Inc. and its affiliates were transferred to the
Brylane L.P. Savings and Retirement Plan.
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.
Amendments
----------
Effective May 1, 1991, the Plan was amended and restated to restrict
certain transactions for participants defined by the Plan to have
insider information.
Effective January 1, 1992, the Plan was amended and restated to, among
other things, (1) change the sponsorship of the Plan to the Limited
Service Corporation from The Limited, Inc., (2) rename the Plan The
Limited, Inc. Savings and Retirement Plan from The Limited Stores
Savings and Retirement Plan and (3) change the Employers' retirement
contributions as noted under "Employer Contributions" below.
Effective April 1, 1992, the Plan was amended and restated to, among
other things, (1) allow participants to change investment directions
quarterly and in 1% increments from semi-annually and 10%, (2) allow
participants to direct the investment of the Employers' retirement
contribution and (3) allow the payment of benefits as noted under
"Payment of Benefits" below.
Contributions
-------------
Employer Contributions:
The Employers may provide a non-service related retirement contribution
of 4% of annual compensation up to the Social Security wage base and
7% of annual compensation after that and a service related retirement
contribution of 1% of annual compensation for participants who have
completed five or more years of vesting service as of the last day of
the Plan year. Participants who complete 500 hours of service during
the Plan year and are participants on the last day of the Plan year
are eligible. The annual compensation of each participant taken into
account under the Plan is limited to the first $200,000 adjusted
annually based on the cost of living adjustment. The annual
compensation limit for the Plan year ended December 31, 1993, was
$235,840. Prior to the amendments effective January 1, 1992 there was
no service related retirement contribution.
F-6
The Employers may provide a matching contribution of 100% of the
participant's voluntary contributions up to 3% of the participant's
total annual compensation.
Participant Voluntary Contributions:
A participant may elect to make a voluntary tax-deferred contribution of
1% to 6% of his or her annual compensation up to the maximum permitted
under Section 402(g) of the Internal Revenue Code adjusted annually
($8,994 at December 31, 1993). This voluntary tax-deferred
contribution may be limited by Section 401(k) of the Internal Revenue
Code and, if so limited, a participant may elect to make up the
difference through an additional voluntary non-tax-deferred cash
contribution.
A participant earning annually more than $64,245, $62,345 and $60,535,
for the years ended December 31, 1993, 1992 and 1991, respectively,
may be limited to voluntary contributions to the Plan of less than 6%
due to requirements by Section 401(k) of the Internal Revenue Code
based on the current levels of participant voluntary contributions.
Vesting
-------
A participant is fully and immediately vested for voluntary and rollover
contributions. A summary of vesting percentages in the Employers'
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 $3,500
have the option to leave their accounts invested in the Plan until age
65. All benefits shall be paid as a lump-sum distribution. Those
participants holding greater than 100 shares of Employer Securities
will be distributed in shares. Prior to the amendment effective April
1, 1992, participants had the option to receive cash in lieu of
shares. Effective January 1, 1993, participants have the option to
have their benefit paid directly to an eligible retirement plan
specified by the participant.
A participant who is fully vested in his or her account and who has
participated in the Plan for a least five 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 Participants Withdrawn from the Plan
------------------------------------------------------
The vested portion of net assets available for plan benefits allocated to
participants withdrawn from the plan as of December 31, 1993, is set
forth below:
Fixed
Limited Income Indexed World
Total Stock Fund Fund Fund Fund
---------- ---------- ---------- --------- ---------
December 31, 1993 $2,746,868 $ 964,773 $1,332,112 $ 280,308 $ 169,675
F-7
Forfeitures
-----------
Forfeitures are used to reduce the Employers' required contributions. In
1993, 1992 and 1991, forfeitures utilized amounted to $2,362,621,
$2,937,347 and $2,065,217, respectively.
Expenses and Unallocated Earnings
---------------------------------
Administrative expenses of the Plan may be paid from the Plan unless the
Employers elect to pay such expenses. Prior to July 1, 1992, expenses
of the Plan were paid by the Employers. Since July 1, 1992, the Plan
has been paying these expenses from earnings not allocated to
participants' accounts. Unallocated earnings being held as of December
31, 1993 and 1992 are set forth below:
Limited Fixed
Stock Income Indexed World
Total Fund Fund Fund Fund
-------- -------- -------- -------- --------
December 31, 1993 $974,367 $402,278 $289,298 $149,361 $133,430
December 31, 1992 $279,153 $ 93,288 $ 51,649 $ 67,801 $ 66,415
Tax Determination
-----------------
The Plan obtained its latest determination letter on June 26, 1991, in
which the Internal Revenue Service stated that the Plan, as amended and
restated July 1, 1990, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended
subsequent to July 1, 1990, but no request for a new determination
letter has been made. However, the Employers and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code. Therefore, they believe that the Plan was qualified and the
related trust was tax exempt as of the financial statement date.
Accordingly, the following Federal income tax rules will apply to the
Plan:
Voluntary tax-deferred contributions made under the Plan by a
participant and contributions made by the Employers to participant
accounts are generally not taxable until such amounts are
distributed.
The participants are not subject to Federal income tax on interest,
dividends, or gains in their particular accounts until distributed.
The foregoing is only a brief summary of certain tax implications and
applies only to Federal tax regulations currently in effect.
(2) SUMMARY OF ACCOUNTING POLICIES
------------------------------
The Plan's financial statements are prepared on the accrual basis of
accounting. Assets of the Plan are valued at fair value. If available,
quoted market prices are used to value investments. The amounts for
investments that have no quoted market price are shown at their
estimated fair value, which is determined based on yields equivalent for
such securities or for securities of comparable maturity, quality, and
type as obtained from market makers. Guaranteed investment contracts
issued by insurance companies are valued at contract value. Contract
value represents contributions made under the contract, plus interest at
the contract rate, less Plan withdrawals and administration expenses
charged by the insurance companies. Master trusts are valued at the
total fair value of the investments held by the master trust.
Realized gains or losses on the distribution or sale of securities
represent the difference between the average cost of such securities
held and the fair value on the date of distribution or sale.
F-8
(3) INVESTMENTS
-----------
Net unrealized appreciation, equal to the difference between cost and fair
value of all investments held at the applicable valuation dates, is
recognized in determining the value of each fund. The unrealized
appreciation as of December 31, 1993, 1992 and 1991 follows:
Unrealized Appreciation
-----------------------
Limited Fixed
Stock Income Indexed World Balanced
Total Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
December 31, 1993 $ 50,241,889 $ 48,376,318 $ - $ 1,598,430 $ 267,141 $ -
December 31, 1992 $119,696,266 $117,914,976 $ - $ 1,040,860 $ 740,430 $ -
December 31, 1991 $116,927,475 $115,270,437 $ - $ - $ - $ 1,657,038
The following is a summary of the net gain on securities sold during the
periods ended December 31, 1993, 1992 and 1991:
Limited Fixed
Stock Income Indexed World
Total Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
Period Ended
December 31, 1993
Proceeds $47,420,114 $ 4,627,603 $29,287,560 $7,187,529 $6,317,422
Cost 43,346,137 1,260,434 29,287,560 6,550,603 6,247,540
----------- ----------- ----------- ---------- ----------
Net Realized Gain $ 4,073,977 $ 3,367,169 $ - $ 636,926 $ 69,882
=========== =========== =========== ========== ==========
Period Ended
December 31, 1992
Proceeds $33,651,152 $17,863,464 $13,045,550 $1,662,911 $1,079,227
Cost 18,926,743 3,242,034 13,045,550 1,586,632 1,052,527
----------- ----------- ----------- ---------- ----------
Net Realized Gain $14,724,409 $14,621,430 $ - $ 76,279 $ 26,700
=========== =========== =========== ========== ==========
Period Ended
December 31, 1991
Proceeds $ 2,328,032 $ 2,328,032 $ - $ - $ -
Cost 135,935 135,935 - - -
----------- ----------- ----------- ---------- ----------
Net Realized Gain $ 2,192,097 $ 2,192,097 $ - $ - $ -
=========== =========== =========== =========== ===========
Contributions under the Plan are invested in one of four investment funds:
(1) The Limited Stock Fund, consisting of common stock of The Limited,
Inc., a Delaware corporation (the "Issuer") and parent company of the
Employers, (2) the Fixed Income Fund, which is invested in the Vanguard
Investment Contract Trust and other guaranteed investment contracts
issued by insurance companies, (3) the Indexed Fund, which is invested
in the Vanguard Indexed Fund, and (4) the World Fund, which is invested
in the Vanguard World Fund.
Prior to April 1, 1992, the Fixed Fund was invested through a master trust
consisting of guaranteed investment contracts issued by insurance
companies and the Plan provided for a Balanced Fund, which was invested
through a master trust consisting of stocks, bonds, notes, investment
contracts, cash and cash equivalents. Effective April 1, 1992, the
Balanced Fund was eliminated as an investment election when the Indexed
and World Funds were offered.
Participants' voluntary and Employers' contributions may be invested in any
one or more of the funds, at the election of the participant. There are
6,824 participants in the Limited Stock Fund, 14,351 in the Fixed Income
Fund, 3,524 in the Indexed Fund, and 3,151 in the World Fund at December
31, 1993.
F-9
The Balanced Fund was held in The Limited, Inc. Balanced Fund Master Trust
(the "Balanced Fund Trust") along with other balanced funds of other
employee benefit plans of the Employers' affiliates. Effective April 1,
1992, the Balanced Fund Trust was terminated with the assets being sold
and cash distributed to the participating plans. The Plan's
participation in the Balanced Fund Trust assets was based on fair value
and monthly earnings in the Balanced Fund Trust were allocated based on
the respective Plan's investment as of the 15th of the month.
The Fixed Income Fund was held in The Limited Fixed Income Fund Master
Trust (the "Fixed Income Fund Trust") along with other fixed income
funds of other employee benefit plans of the Employers' affiliates.
Effective April 1, 1992, the Fixed Income Fund Trust was terminated and
the assets distributed to the respective participating plans. The Plan's
participation in the Fixed Income Fund Trust assets was based on fair
value and monthly earnings in the Fixed Income Fund Trust were allocated
based on the respective Plan's investment as of the 15th of the month in
each of the investment pools within the Fixed Income Fund Trust.
(4) PLAN ADMINISTRATION
-------------------
The Plan is administered by a Committee, the members of which are appointed
by the Board of Directors of the Employers.
(5) PLAN TERMINATION
----------------
Although the Employers have not expressed any intent, the Employers have
the right under the Plan to discontinue their contributions at any time.
The Limited, Inc. has the right 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.
F-10