1
EXHIBIT 99
[ARY, EARMAN and ROEPCKE LETTERHEAD]
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
benefits of The Limited, Inc. Savings and Retirement Plan as of December 31,
1994 and 1993, and the related statements of changes in net assets available for
benefits for each of the three years in the period ended December 31, 1994.
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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1994 and 1993, and the changes in net assets available
for benefits for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.
/s/ ARY, EARMAN and ROEPCKE
-------------------------------
Columbus, Ohio
March 29, 1995.
2
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
Limited Fixed
TOTAL Stock Fund Income Fund Indexed Fund World Fund
------------ ------------ ------------ ------------ ------------
ASSETS
Investments, at Fair Value:
Determined by Quoted Market Price
Common Stock of The Limited, Inc.
(Cost $31,473,031) $ 74,213,936 $ 74,213,936 $ - $ - $ -
Vanguard Indexed Mutual Fund
(Cost $21,363,025) 22,393,334 - - 22,393,334 -
Vanguard World Mutual Fund
(Cost $16,934,527) 17,568,066 - - - 17,568,066
Determined By Contract Value:
Guaranteed Investment Contracts:
Vanguard Investment Contract Trust 54,831,553 - 54,831,553 - -
Metropolitan Life Insurance 12,983,134 - 12,983,134 - -
Temporary Investments (Cost
Approximates Fair Value) 38,054 10,693 21,013 3,000 3,348
------------ ------------ ------------ ------------ ------------
Total Investments 182,028,077 74,224,629 67,835,700 22,396,334 17,571,414
Contribution Receivable from Employers 16,899,542 2,706,921 8,659,768 3,198,332 2,334,521
Receivable from Employers for Withheld
Participants' Contributions 936,072 147,762 351,168 264,962 172,180
Due from Brokers 1,406,791 1,406,791 - - -
Interfund Transfers - (916,433) 408,641 456,929 50,863
Accrued Interest and Dividends 2,622 1,287 771 291 273
Other Assets 412 - - - 412
------------ ------------ ------------ ------------ ------------
Total Assets 201,273,516 77,570,957 77,256,048 26,316,848 20,129,663
LIABILITIES
Administrative Fees Payable 372,240 161,033 134,051 43,429 33,727
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $200,901,276 $ 77,409,924 $ 77,121,997 $ 26,273,419 $ 20,095,936
============ ============ ============ ============ ============
The accompanying notes are an integral part of this financial statement.
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THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
Limited Fixed
TOTAL Stock Fund Income Fund Indexed Fund World Fund
------------ ------------ ------------ ------------ ------------
ASSETS
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 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.
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THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
Limited Fixed
Total Stock Fund Income Fund Indexed Fund World Fund
------------ ------------ ------------ ------------ ------------
Investment Income:
Increase (Decrease) in Net
Unrealized Appreciation $ 1,716,786 $ 1,918,510 $ - $ (568,121) $ 366,397
Realized Gain on Sale of Securities 3,033,768 2,781,458 - 206,695 45,615
Interest 4,123,855 9,181 4,110,632 2,223 1,819
Dividends 1,575,897 1,575,897 - - -
Mutual Funds' Earnings 864,642 - - 661,477 203,165
------------ ------------ ------------ ------------ ------------
Total Investment Income 11,314,948 6,285,046 4,110,632 302,274 616,996
------------ ------------ ------------ ------------ ------------
Contributions:
Employers 23,236,673 4,220,346 11,221,074 4,509,396 3,285,857
Participants 10,745,605 2,466,228 3,919,556 2,532,832 1,826,989
------------ ------------ ------------ ------------ ------------
Total Contributions 33,982,278 6,686,574 15,140,630 7,042,228 5,112,846
------------ ------------ ------------ ------------ ------------
Transfer of Participants' Account
Balances to Former Affiliate's Plan (37,482) (14) (37,468) - -
------------ ------------ ------------ ------------ ------------
Interfund Transfers - (1,149,559) 231,825 879,225 38,509
------------ ------------ ------------ ------------ ------------
Administrative Expense (755,565) (335,032) (270,359) (84,273) (65,901)
------------ ------------ ------------ ------------ ------------
Benefits to Participants (29,091,678) (13,430,138) (11,480,188) (2,305,551) (1,875,801)
------------ ------------ ------------ ------------ ------------
Increase (Decrease) in Net Assets
Available for Benefits 15,412,501 (1,943,123) 7,695,072 5,833,903 3,826,649
Beginning Net Assets Available for
Benefits 185,488,775 79,353,047 69,426,925 20,439,516 16,269,287
------------ ------------ ------------ ------------ ------------
Ending Net Assets Available for Benefits $200,901,276 $ 77,409,924 $ 77,121,997 $ 26,273,419 $ 20,095,936
============ ============ ============ ============ ============
The accompanying notes are an integral part of this financial statement.
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THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR 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 Benefits (65,882,055) (68,409,201) (2,741,643) 4,746,198 522,591
Beginning Net Assets Available for
Benefits 251,370,830 147,762,248 72,168,568 15,693,318 15,746,696
------------ ------------ ------------ ------------ ------------
Ending Net Assets Available for 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.
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6
THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR 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 Benefits 101,286,052 26,276,455 64,525,968 15,693,318 15,746,696 (20,956,385)
Beginning Net Assets Available for
Benefits 150,084,778 121,485,793 7,642,600 - - 20,956,385
------------ ------------ ------------ ------------ ------------ ------------
Ending Net Assets Available for
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.
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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, 1994, there were 20,891 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 transferred the assets and liabilities allocated
to the employees of Brylane, Inc. and its affiliates 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 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 to 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 maximum amount permitted
under Section 401(a)(17) of the Internal Revenue Code. The annual
compensation limit for the Plan year ended December 31, 1994, was
$150,000. Prior to the amendments effective January 1, 1992 there
was no service related retirement contribution.
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.
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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 ($9,240 at December 31, 1994). This
voluntary tax-deferred contribution may be limited by Section
401(k) of the Internal Revenue Code.
A participant earning annually more than $66,000, $64,245 and
$62,345, for the years ended December 31, 1994, 1993 and 1992,
respectively, may be limited to voluntary contributions to the
Plan of less than 6% due to requirements of 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 of leaving their accounts
invested in the Plan until age 65. All benefits will be paid as a
lump-sum distribution. Those participants holding greater than 100
shares of Employer Securities will be distributed the shares.
Prior to the amendment effective April 1, 1992, participants had
the option of receiving cash in lieu of shares. Effective January
1, 1993, participants have the option of having their benefit paid
directly to an eligible retirement plan specified by the
participant.
A participant who is fully vested in his or her account and who has
participated in the Plan for at least 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 benefits allocated to
participants withdrawn from the plan as of December 31, 1994 and
1993, is set forth below:
Fixed
Limited Income Indexed World
Total Stock Fund Fund Fund Fund
---------- ---------- ---------- ---------- -----------
December 31, 1994 $3,894,855 $1,796,254 $1,321,029 $ 452,849 $ 324,723
December 31, 1993 $2,746,868 $ 964,773 $1,332,112 $ 280,308 $ 169,675
Forfeitures
Forfeitures are used to reduce the Employers' required contributions.
In 1994, 1993 and 1992, forfeitures utilized amounted to
$3,851,243, $2,362,621 and $2,937,347, respectively.
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9
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, 1994 and 1993 are set forth below:
Limited Fixed
Stock Income Indexed World
Total Fund Fund Fund Fund
-------- -------- -------- -------- ---------
December 31, 1994 $354,505 $ 93,066 $146,831 $ 52,607 $ 62,001
December 31, 1993 $974,367 $402,278 $289,298 $149,361 $133,430
Tax Determination
The Plan obtained its latest determination letter on January 30, 1995,
in which the Internal Revenue Service stated that the Plan, as
amended and restated January 11, 1992 and April 1, 1992, was in
compliance with the applicable requirements of the Internal
Revenue Code. 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, and interest at the contract rate, less
Plan withdrawals and administration expenses charged by the
insurance companies.
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.
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, 1994, 1993 and 1992
follows:
Limited Fixed Indexed
Total Stock Fund Income Fund Fund World Fund
------------ ------------ ----------- ----------- ------------
December 31, 1994 $ 44,404,753 $ 42,740,905 $ - $ 1,030,309 $ 633,539
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
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The Following is a summary of the net gain on securities sold during
the periods ended December 31, 1994, 1993 and 1992:
Limited Fixed Indexed
Total Stock Fund Income Fund Fund World Fund
----------- ----------- ----------- ----------- -----------
Period Ended
December 31, 1994
Proceeds $26,357,549 $ 4,926,530 $14,779,530 $ 3,511,736 $ 3,139,753
Cost 23,323,781 2,145,072 14,779,530 3,305,041 3,094,138
----------- ----------- ----------- ----------- -----------
Net Realized Gain $ 3,033,768 $ 2,781,458 $ - $ 206,695 $ 45,615
=========== =========== =========== =========== ===========
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
=========== =========== =========== =========== ===========
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 5,968 participants in the Limited Stock Fund, 14,570 in
the Fixed Income Fund, 4,657 in the Indexed Fund, and 3,886 in the
World Fund at December 31, 1994.
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 l, 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-9