EX-99 12 dex99.txt SAVINGS AND RETIREMENT PLAN Exhibit 99 ---------- The Limited, Inc. Savings and Retirement Plan Report on Audits of Financial Statements As of and for the Years Ended December 31, 2000 and 1999 and Supplemental Schedule As of December 31, 2000 Contents Independent Auditor's Report......................................... 1 Financial Statements Statements of Net Assets Available for Benefits...................... 2 Statements of Changes in Net Assets Available for Benefits........... 3 Notes to Financial Statements........................................ 4 Supplementary Schedule Schedule of Assets Held for Investment Purposes...................... 11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of The Limited, Inc. and 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, 2000 and 1999, 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 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, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of investments held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ Ary & Roepcke Columbus, Ohio, March 28, 2001 -1- THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999 2000 1999 ------------ ------------ Assets Investments $406,759,271 $454,072,603 Receivable for contributions: Employers 25,234,258 28,574,143 Participants 1,600,717 1,709,157 ------------ ------------ Total receivable contributions 26,834,975 30,283,300 ------------ ------------ Due from brokers - 120,275 Accrued interest and dividends 13,863 97,796 ------------ ------------ Total assets 433,608,109 484,573,974 ------------ ------------ Liabilities Cash overdraft 1,135 - Administrative fees payable 141,710 27,626 ------------ ------------ Total liabilities 142,845 27,626 ------------ ------------ Net assets available for benefits $433,465,264 $484,546,348 ============ ============ The accompanying notes are an integral part of these financial statements. -2- THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 2000 1999 ------------ ----------- Additions Investment income: Net appreciation (depreciation) in fair value of investments $(74,624,579) $ 77,211,144 Mutual funds' earnings 20,084,246 12,083,572 Dividends 1,424,582 1,525,988 Investment contracts' earnings 5,927,208 816,931 Common collective trust's earnings 392,764 484,641 ------------ ------------ Total investment income (loss) (46,795,779) 92,122,276 ------------ ------------ Contributions: Employers 34,937,314 39,536,720 Participants 19,584,559 20,097,162 ------------ ------------ Total contributions 54,521,873 59,633,882 ------------ ------------ Total additions 7,726,094 151,756,158 ------------ ------------ Deductions Distributions to participants 56,984,295 56,199,313 Administrative expenses 1,822,883 1,061,328 ------------ ------------ Total deductions 58,807,178 57,260,641 ------------ ------------ Net increase (decrease) prior to transfers (51,081,084) 94,495,517 Transfer of net assets available for benefits to plans of former affiliates - (18,001,283) ------------ ------------ Net increase (decrease) (51,081,084) 76,494,234 Net assets available for plan benefits Beginning of year 484,546,348 408,052,114 ------------ ------------ End of year $433,465,264 $484,546,348 ============ ============ The accompanying notes are an integral part of these financial statements. -3- THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 (1) Description of the plan General The Limited, Inc. Savings and Retirement Plan (the "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. Effective January 1, 2000, an employee whose base salary equals or exceeds $100,000 and has met the eligibility requirements, described above, are eligible to receive the non-service related retirement contribution, but may not elect to make voluntary contributions. Certain employees of the Employers, who are covered by a collective bargaining agreement, are not eligible to participate in the Plan. Effective August 31, 1999, an affiliate of Freeman, Spogli & Co. (together with Galyan's management) purchased a 60% interest in Galyan's. Subsequent to the sale, the net assets available for benefits allocated to the former participants employed by Galyan's were transferred to Galyan's retirement plan. Effective August 23, 1999, The Limited, Inc. completed the spin-off of Too, Inc. (successor company to Limited Too). Subsequent to the spin-off, the net assets available for benefits allocated to the former participants employed by Limited Too were transferred to the Too, Inc. Savings and Retirement Plan. During 1999 the plan was amended several times to among other things 1) change the requirement for a participant to be active on the last day of the annual payroll period to a requirement for a participant to be active on the last day of the plan year as it relates to the Employers' service and non-service retirement contribution, and 2) allow for the establishment of unit values for one or more of the investment funds and permit the accounts setting forth each participant's interest in such investment funds to be maintained in terms of units. Effective January 1, 2000, the Plan was amended to among other things 1) change the eligibility as noted under eligibility above and under participant's voluntary contributions below, and 2) allow forfeitures to be applied to reduce Plan expenses. 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. -4- Contributions Employers' 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 thereafter, 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, 2000, was $170,000. The Employers may also provide a matching contribution of 100% of the participant's voluntary contributions (50% for participants who are associates of Galyan's) up to 3% of the participant's total annual compensation. Participant's 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 ($10,500 at December 31, 2000). This voluntary tax-deferred contribution may be limited by Section 401(k) of the Internal Revenue Code. Effective January 1, 2000, a participant whose base salary equals or exceeds $100,000 will cease being a participant for purposes of making voluntary contributions, the first day of the plan year following the year in which the $100,000 base salary threshold is met. Instead, such employee will become a participant in the Supplemental Retirement Plan, a non-qualified plan, for purposes of making voluntary contributions. Investment options The Limited, Inc. Common Stock Fund - invests primarily in common stock of The Limited, Inc. with up to 3% of the fund being invested in money-market instruments. The goal of the fund is capital growth and dividend income. Intimate Brands, Inc. Common Stock Fund - invests primarily in common stock of Intimate Brands, Inc., an 84%-owned subsidiary of The Limited, Inc., with up to 3% of the fund being invested in money-market instruments. The goal of the fund is capital growth and dividend income. SARP Stable Value Fund - invests primarily in investment contracts, stable value contracts and short-term investments. The goal of the fund is preservation of principal and income while maximizing current income. This investment option was not available until October 1, 1999. Vanguard Retirement Savings Trust Fund - a mutual fund, investing in investment contracts issued by insurance companies and banks. The goal of the fund is to provide preservation of principal and income while maximizing current income. This investment option was not available after September 30, 1999. Vanguard Institutional Index Fund - a mutual fund, investing in the 500 stocks that comprise the Standard & Poor's 500 Composite Stock Price Index (S&P 500) in proportion to their weighting in the index. The goal of the fund is long-term growth of capital and income from dividends. During 1999 this mutual fund replaced the Vanguard Index Trust 500 Portfolio investment option, whose investment strategy and goals were similar. -5- Vanguard U.S. Growth Fund - a mutual fund, investing primarily in large- capitalization stocks of seasoned U.S. companies with records of growth. The goal of the fund is long-term capital growth. Vanguard Wellington Fund - a mutual fund, investing 60-70% in the stocks of well-established companies and 30-40% in long-term maturity corporate bonds, Treasury Bonds and mortgage securities. The goal of the fund is current income and long-term growth of capital. This investment option was not available after September 30, 1999. Janus Overseas Fund - a mutual fund, investing at least 65% of its total assets in securities of issuers from at least five different countries, excluding the United States. The goal of the fund is long-term capital growth. This investment option was not available until October 1, 1999. American Century Income & Growth Fund - a mutual fund, investing primarily in common stocks selected from a universe of the 1,500 largest companies traded in the U.S. The goal of the fund is dividend growth, current income, and capital appreciation. This investment option was not available until October 1, 1999. AIM Balanced Fund (Class A) - a mutual fund, investing primarily in high- yielding securities, including common stocks, preferred stocks, convertible securities and bonds. The goal of the fund is high total return consistent with preservation of capital. This investment option was not available until October 1, 1999. AXP Selective Fund (Class Y) - a mutual fund, investing primarily in medium-to high-quality corporate bonds and other highly rated debt instruments including government securities and short-term investments. The goal of the fund is current income and preservation of capital. This investment option was not available until October 1, 1999. American Express Trust Long-Term Horizon (80:20) Fund - a common collective trust, investing in a predetermined mix of growth, growth/income and income investments. The goal of the fund is to create a diversified portfolio with a moderate risk profile designed for individuals with long-term goals. This investment option was not available until October 1, 1999. American Express Trust Medium-Term Horizon (50:50) Fund - a common collective trust, investing in a predetermined mix of growth, growth/income, income, and money market (cash equivalents) investments. The goal of the fund is to create a diversified portfolio with a conservative risk profile designed for individuals with medium-term goals. This investment option was not available until October 1, 1999. American Express Trust Short-Term Horizon (25:75) Fund - a common collective trust, investing in a predetermined mix of growth, growth/income, income, and money market (cash equivalents) investments. The goal of the fund is to create a diversified portfolio with a conservative risk profile designed for individuals with short-term goals. This investment option was not available until October 1, 1999. Self-Directed Brokerage Account - allowing the participant to invest in securities not offered otherwise. This investment option was not available until October 1, 1999. Vesting A participant is fully and immediately vested for voluntary and rollover contributions and is credited with a year of vesting service in the Employers' contributions for each Plan year that they are credited with at least 500 hours of service. A summary of vesting percentages in the Employers' contributions follows: -6- Years of vested service Percentage ----------------------- ---------- Less than 3 years 0% 3 years 20 4 years 40 5 years 60 6 years 80 7 years 100 Payment of benefits The full value of participants' accounts becomes payable upon retirement, disability, or death. Upon termination of employment for any other reason, participants' accounts, to the extent vested, become payable. Those participants with vested account balances greater than $5,000 have the option of leaving their accounts invested in the Plan until age 65. All benefits will be paid as a lump-sum distribution. Those participants holding shares of Employer Securities will have the option of receiving such amounts in whole shares of Employer Securities and cash for any fractional shares. Participants have the option of having their benefit paid directly to an eligible retirement plan specified by the participant. A participant who is fully vested in his or her account and who has participated in the Plan for at least seven years may obtain an in-service withdrawal from their account based on the percentage amounts designated by the Plan. A participant may also request a hardship distribution due to an immediate and heavy financial need based on the terms of the Plan. Amounts allocated to participants withdrawn from the plan The vested portion of net assets available for benefits allocated to participants withdrawn from the plan was $1,064,451 and $251,148 as of December 31, 2000 and 1999, respectively. Forfeitures Forfeitures are used to reduce the Employers' required contributions, and if so elected by the Employers, to reduce administrative expenses. Forfeitures of $10,405,105 and $4,167,347 were used to reduce contributions for the years ended December 31, 2000 and 1999, respectively. Forfeitures of $769,952 and $405,187 were used to reduce administrative expenses for the years ended December 31, 2000 and 1999, respectively. Expenses and fees Expenses of the plan are deducted from participants' accounts as follows, 1) annual participant fee of from $12 to $200 based on their account balance which is deducted on a quarterly basis, 2) a $10 disbursement fee for withdrawals and terminations, 3) a $3 fee for recurring installment disbursements, and 4) a $50 annual fee for a self directed brokerage account. Investments in the Limited, Inc., Intimate Brands, Inc., Too, Inc., and Abercrombie & Fitch Co. stock funds charged an administrative fee of 3 basis points through a reduction in earnings. Investments in the Sarp Stable Value Fund are charged an administrative fee of 30 basis points through a reduction in earnings. The Employers pay administrative expenses incurred in excess of these fees by either direct payment or forfeitures. Expenses and fees excluding those paid directly have been reported in the financial statements as administrative expenses. Prior to October 1, 1999, earnings from investments were reduced by a predetermined amount to pay for administrative expenses with any excess administrative fees being paid by the Employers. -7- Brokerage fees, transfer taxes, and other expenses incurred in connection with the investment of the Plan's assets will be added to the cost of such investments or deducted from the proceeds thereof, as the case may be. (2) Summary of accounting policies Basis of presentation The accompanying financial statements have been prepared on the accrual basis of accounting, including investment valuation and income recognition. Estimates The Plan prepares its financial statements in conformity with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Risks The plan provides for the various investment options as described in note 1. Any investment is exposed to various risks, such as interest rate, market and credit. These risks could result in a material effect on participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Income recognition Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Investment valuation Mutual funds are stated at fair value as determined by quoted market prices, which represents the net asset value of shares held by the Plan at year-end. Common stocks are valued as determined by quoted market price. The common collective trusts are valued on a daily basis. The value of each unit is determined by subtracting total liabilities from the total value of the assets, including accrued income, and dividing the amount remaining by the number of units outstanding on the valuation date. Investment contracts are recorded at contract value (Note 4). Net appreciation (depreciation) in fair value of investments Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Benefit Payments Benefits are recorded when paid. Reclassification of prior year information Certain prior year information has been reclassified to conform to current year presentation. -8- (3) Investments The Plan's investments are held by the American Express Trust Company, as trustee of the Plan. Prior to October 1, 1999 the Plan's investments were held by The Chase Manhattan Bank, as trustee of the Plan. The following table presents balances for 2000 and 1999 for the Plan's current investment options. Investments that represent 5 percent or more of the Plan's net assets are separately identified.
2000 1999 ------------ ------------ Investments at fair value as determined by Quoted market price Common stock: The Limited, Inc. $ 69,100,258 $ 94,235,093 Other 16,880,923 19,385,157 ------------ ------------ 85,981,181 113,620,250 ------------ ------------ Warrants - 2,594 ------------ ------------ Mutual funds: Vanguard Institutional Index Fund 95,254,571 110,157,390 Vanguard U.S. Growth Portfolio 77,713,075 98,740,931 AIM Balanced Class A Fund 26,356,111 27,398,996 Other 9,451,000 3,702,543 ------------ ------------ 208,774,757 239,999,860 ------------ ------------ Total quoted market price 294,755,938 353,622,704 Contract cost Investment contracts 93,314,059 74,075,377 Estimated fair value Common collective trusts 18,689,274 26,374,522 ------------ ------------ Total investments at fair value $406,759,271 $454,072,603 ============ ============
The Plan's investments (including investments bought, sold, and held during the year) appreciation (depreciation) in value for the years ended December 31, 2000 and 1999, is set forth below:
2000 1999 ------------ ------------ Investments at fair value as determined by Quoted market price Common stock $(23,366,324) $ 41,273,056 Warrants (3,135) (1,330) Mutual funds (52,135,638) 35,677,665 ------------ ------------ (75,505,097) 76,949,391 Estimated fair value Common collective trusts 880,518 261,753 ------------ ------------ Net appreciation (depreciation) in fair value $(74,624,579) $ 77,211,144 ============ ============
(4) Investment contracts The Plan entered into investment contracts with insurance companies and financial institutions. The contracts are included in the financial statements at contract value, which approximates fair value, as reported to the Plan by the contract issuers. Contract value represents contributions made under the contract, plus earnings, less plan withdrawals and administrative expenses. These contracts provided a liquidity guarantee by financially responsible third parties of principal and previously accrued interest for liquidations, transfers, or hardship withdrawals initiated by plan participants exercising their rights to withdraw or transfer funds under the terms of the on-going Plan. The average yield on the contracts was 7.26% and 6.88% for the years ended December 31, 2000 and 1999, respectively. -9- (5) Tax status 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 1, 1992 was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. (6) Plan administration A Committee, the members of which are appointed by the Board of Directors of the Employers, administers the Plan. (7) Plan termination Although the Employers have not expressed any intent to do so, the Employers have the right under the Plan to discontinue their contributions at any time. The Limited, Inc. has the right at any time, by action of its Board of Directors, to terminate the Plan subject to provisions of ERISA. Upon Plan termination or partial termination, participants will become fully vested in their accounts. (8) Parties-in-interest American Express Trust Company, trustee of the Plan, its subsidiaries and affiliates maintain and manage certain of the investments of the Plan for which the Plan is charged. (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: 2000 1999 ------------ ------------ Net Assets Available for Benefits Per the Financial Statements $433,465,264 $484,546,348 Amounts Allocated to Withdrawing Participants (1,064,451) (251,148) ------------ ------------ Net Assets Available for Benefits Per Form 5500 $432,400,813 $484,295,200 ============ ============ The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500: Benefits Paid to Participants Per the Financial Statements $ 56,984,295 Amounts Allocated to Withdrawing Participants: At December 31, 2000 1,064,451 At December 31, 1999 (251,148) ------------ Benefits Paid to Participants Per Form 5500 $ 57,797,598 ============ Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. -10- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Identity of issue, Description of investment including maturity (1) borrower, lessor, or date, rate of interest, collateral, par or Current similar party maturity value Cost Value --------------------------- ------------------------------------------------- ------ ------------- * Limited, Inc. Common Stock - 4,049,832 shares $ 69,100,258 * Intimate Brands, Inc. Common Stock - 614,805 shares 9,222,075 Too, Inc. Common Stock - 280,294 shares 3,564,199 Abercrombie & Fitch Co. Common Stock - 87,626 shares 1,752,520 EMC Corp. Common Stock - 3,940 shares 262,010 Applied Micro Circuits Corp. Common Stock - 2,400 shares 180,113 JDS Uniphase Corp. Common Stock - 2,956 shares 123,227 PMC-Sierra, Inc. Common Stock - 1,565 shares 123,048 Cisco Systems Common Stock - 2,854 shares 109,165 NASDAQ Gold TR I Unit Common Stock - 1,225 shares 71,509 General Electric Common Stock - 1,479 shares 70,899 Triquant Semiconductor Common Stock - 1,600 shares 69,899 Nokia Corp. Common Stock - 1,181 shares 51,374 Qualcomm, Inc. Common Stock - 610 shares 50,134 Ariba, Inc. Common Stock - 908 shares 48,692 Laboratory Corporation of America Common Stock - 250 shares 44,000 Immunex Corp. Common Stock - 1,050 shares 42,656 Network Applicance Common Stock - 600 shares 38,512 Wal-Mart Stores Common Stock - 659 shares 35,009 Cree, Inc. Common Stock - 930 shares 33,044 Sun Microsystems Common Stock - 1,148 shares 32,001 SDL, Inc. Common Stock - 200 shares 29,637 Broadcom Corp. Common Stock - 300 shares 25,200 Ciena Corporation Common Stock - 300 shares 24,375 Universal Health Services Class B Common Stock - 200 shares 22,350 Impath, Inc. Common Stock - 325 shares 21,613
* Represents a party in interest (1) Cost information omitted - investment is part of individual account plan that a participant or beneficiary directed with respect to assets allocated to his or her account. -11- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Identity of issue, Description of investment including maturity (1) borrower, lessor, or date, rate of interest, collateral, par or Current similar party maturity value Cost Value --------------------------- ------------------------------------------------- ------ ------------- KB Home Common Stock - 600 shares 20,212 Amerisource Health Corp. Class A Common Stock - 400 shares 20,200 Texas Intruments Common Stock - 426 shares 20,182 SEI Corp. Common Stock - 180 shares 20,160 Standard Pacific Corp. Common Stock - 860 shares 20,103 Mitchell Energy & Development Common Stock - 325 shares 19,906 Pharmaceutical Product Common Stock - 395 shares 19,625 RF Micrio-Devices Common Stock - 706 shares 19,371 Oracle Systems Common Stock - 646 shares 18,774 Health Management Assoc Class A Common Stock - 900 shares 18,675 Walt Disney Co. Common Stock - 636 shares 18,404 AOL Time Warner, Inc. Common Stock - 522 shares 18,166 CitiGroup, Inc. Common Stock - 349 shares 17,821 Microsoft Corp. Common Stock - 400 shares 17,350 Motorola, Inc. Common Stock - 854 shares 17,294 Intel Corp. Common Stock - 552 shares 16,594 International Business Machines Common Stock - 191 shares 16,235 Corning, Inc. Common Stock - 290 shares 15,315 Webmd Corp. Common Stock - 1,903 shares 15,104 Tyco International Common Stock - 251 shares 13,931 Jupiter Networks Common Stock - 107 shares 13,489 Checkpoint Software Common Stock - 100 shares 13,356 Unify Common Stock - 3,390 shares 13,136 Alexion Pharmaceutical Common Stock - 201 shares 13,052 Lucent Technologies Common Stock - 926 shares 12,501 Rambus, Inc. Common Stock - 330 shares 11,921 Oak Technology, Inc. Common Stock - 1,333 shares 11,580 Dell Computer Corp. Common Stock - 650 shares 11,334 Vitesse Corp. Common Stock - 200 shares 11,062 Xilinx, Inc. Common Stock - 237 shares 10,932 Applied Materials Common Stock - 268 shares 10,234 Asia Satellite ADR Common Stock - 500 shares 10,188 Siebel Systems Common Stock - 150 shares 10,144 Home Depot Common Stock - 220 shares 10,051 Verizon Communications Common Stock - 200 shares 10,025
-12- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Identity of issue, Description of investment including maturity (1) borrower, lessor, or date, rate of interest, collateral, par or Current similar party maturity value Cost Value --------------------------- ------------------------------------------------- ------ ------------- CMGI, Inc. Common Stock - 1,735 shares 9,706 Sonus Networks Common Stock - 377 shares 9,519 Gentex Corp. Common Stock - 500 shares 9,313 Worldcom.Inc. Common Stock - 640 shares 9,000 Federal National Mortgage Common Stock - 100 shares 8,675 Tanox, Inc. Common Stock - 212 shares 8,308 Global Crossing LTD Common Stock - 570 shares 8,158 Micromuse, Inc. Common Stock - 132 shares 7,967 LSI Logic Corp. Common Stock - 462 shares 7,896 Franklin Resources Common Stock - 200 shares 7,620 Yahoo, Inc. Common Stock - 212 shares 6,372 Sungard Data Systems, Inc. Common Stock - 135 shares 6,362 Vericalnet, Inc. Common Stock - 800 shares 5,325 Comcast Corp. Common Stock - 125 shares 5,219 AT&T Wireless Group Common Stock - 300 shares 5,194 Exxon Mobil Corp. Common Stock - 58 shares 5,042 Echelon Corp. Common Stock - 300 shares 4,819 3 Com Corp. Common Stock - 550 shares 4,675 Atmel Corp. Common Stock - 400 shares 4,650 Pfizer, Inc. Common Stock - 100 shares 4,600 Avanex Corporation Common Stock - 75 shares 4,467 Finisar Corp. Common Stock - 150 shares 4,350 Philip Morris Common Stock - 97 shares 4,268 Qwest Communication International Common Stock - 100 shares 4,088 Quantum Corp. Common Stock - 300 shares 3,975 Entrust Technology Common Stock - 300 shares 3,900 Redback Networks Common Stock - 94 shares 3,854 Glogic Corp. Common Stock - 50 shares 3,850 Nortel Networks Corp Common Stock - 120 shares 3,847 Sanmina Corp. Common Stock - 50 shares 3,831 GAP, Inc. Common Stock - 150 shares 3,825 People Soft Common Stock - 100 shares 3,719 Huntington Bancshare Common Stock - 220 shares 3,561 Exodus Communication Common Stock - 175 shares 3,500
-13- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Description of investment including maturity Identity of issue, borrower, date, rate of interest, collateral, par or (1) lessor, or similar party maturity value Cost Current Value --------------------------------------------------------------------------------------------------------------------------- Compuware Common Stock - 558 shares 3,488 Wind River Systems Common Stock - 100 shares 3,413 Amazon. Com, Inc. Common Stock - 208 shares 3,237 Cortex Pharmaceuticals, Inc. Common Stock - 2,100 shares 3,215 Extreme Networks, Inc. Common Stock - 82 shares 3,208 Micron Technology Common Stock - 90 shares 3,195 Advanced Micro Development Common Stock - 230 shares 3,177 Aether Systems, Inc. Common Stock - 81 shares 3,169 Sycamore Networks, Inc. Common Stock - 85 shares 3,166 Procter & Gamble Common Stock - 40 shares 3,137 Coca-Cola Co. Common Stock - 50 shares 3,047 Online Power Supply, Inc. Common Stock - 500 shares 3,000 Brocade Communications Common Stock - 32 shares 2,938 Johnson & Johnson Common Stock - 27 shares 2,837 Conseco Co. Common Stock - 200 shares 2,637 * American Express Common Stock - 47 shares 2,582 Storage Networks, Inc. Common Stock - 100 shares 2,481 AT&T Corp. Common Stock - 139 shares 2,405 Biogen, Inc. Common Stock - 40 shares 2,401 Ford Motor Company Common Stock - 100 shares 2,344 Foundry Networks Common Stock - 140 shares 2,100 Orchid Biosciences, Inc. Common Stock - 147 shares 2,058 Digital Island, Inc. Common Stock - 500 shares 2,031 Hewlett Packard Common Stock - 57 shares 1,799 Taiwan Semi ADR Common Stock - 100 shares 1,725 Agilent Technologies Common Stock - 30 shares 1,643 Wireless Facilities Common Stock - 45 shares 1,631 Portal Software Common Stock - 200 shares 1,569 Stem Cells, Inc. Common Stock - 600 shares 1,500 Koala Corp. Common Stock - 170 shares 1,445 Priceline.Com, Inc. Common Stock - 1,099 shares 1,442 Bio Technology General Corp. Common Stock - 200 shares 1,412 Glenayre Technologies, Inc. Common Stock - 400 shares 1,412 Warnaco Common Stock - 800 shares 1,350
-14- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Description of investment including maturity Identity of issue, borrower, date, rate of interest, collateral, par or (1) lessor, or similar party maturity value Cost Current Value ------------------------------------------------------------------------------------------------------------------------------- Genzyme Corp. Common Stock - 15 shares 1,349 Power-One, Inc. Common Stock - 31 shares 1,219 Microstrategy Common Stock - 125 shares 1,188 Cypress Semiconductor Common Stock - 55 shares 1,083 Resource Bancshares Common Stock - 150 shares 1,058 ONI Systems Corp. Common Stock - 24 shares 949 Serviceware Technology, Inc. Common Stock - 200 shares 947 General Magic, Inc. Common Stock - 648 shares 911 Lanoptics LTD. ORD Shares Common Stock - 90 shares 866 Struthers, Inc. Common Stock - 4,000 shares 800 Computer Associates International Common Stock - 40 shares 780 Koninklijke Philips Electronics Common Stock - 21 shares 761 Plaintree Systems, Inc. Common Stock - 2,000 shares 750 Razorfish, Inc. Common Stock - 459 shares 746 Avaya Common Stock - 68 shares 701 Knight Trading Group, Inc. Common Stock - 50 shares 697 Bradlees, Inc. Common Stock - 2,700 shares 591 Williams Communication Common Stock - 50 shares 588 Eagle Wireless International, Inc. Common Stock - 370 shares 578 Barnes & Noble.Com, Inc. Common Stock - 427 shares 560 ASM Lithography Common Stock - 24 shares 541 Inamed Corporation Common Stock - 25 shares 511 AK Steel Common Stock - 50 shares 438 Pawnbroker.Com, Inc. Common Stock - 3,375 shares 388 Citrix Systems, Inc. Common Stock - 15 shares 338 Internet Capital Group Common Stock - 100 shares 328 Sunday Communication LTD Common Stock - 160 shares 320 Barpoint.Com, Inc. Common Stock - 235 shares 235 Vasomedical, Inc. Common Stock - 100 shares 219 Loudeye Technologies Common Stock - 150 shares 178 Conexant Systems, Inc. Common Stock - 11 shares 169
-15- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Description of investment including maturity Identity of issue, borrower, date, rate of interest, collateral, par or (1) lessor, or similar party maturity value Cost Current Value --------------------------------------------------------------------------------------------------------------------------- Vertical Computer System, Inc. Common Stock - 2,732 shares 148 Novell, Inc. Common Stock - 25 shares 130 Pumatech, Inc. Common Stock - 28 shares 116 Northpoint Community Group Common Stock - 300 shares 103 Verado Holdings, Inc. Common Stock - 135 shares 89 Marvel Enterprises, Inc. Common Stock - 50 shares 72 Econnect Common Stock - 145 shares 45 Calypte Biomedical Common Stock - 40 shares 42 Xybernaut Corp. Common Stock - 20 shares 34 Compositech LTD Common Stock - 295 shares 11 Smart Sources, Inc. Common Stock - 100 shares 9 * American Express Trust Income I Common Collective Trust - 241,876.395 shares 13,179,361 * American Express Trust Money Market I Common Collective Trust - 2,823,361.32 shares 2,823,361 * American Express Trust Horizon Long Common Collective Trust - 46,310.643 shares 1,202,967 Term (80:20) * American Express Trust Horizon Medium Common Collective Trust - 29,043.111 shares 648,591 Term (50:50) * American Express Trust Money Market II Common Collective Trust - 465,291.11 shares 465,291 * American Express Trust Horizon Short Common Collective Trust - 20,730.254 shares 369,703 Term (25:75) Vanguard Institutional Index Fund Mutual Fund - 789,053.765 shares 95,254,571 Vanguard U.S. Growth Fund Mutual Fund - 2,810,599.444 shares 77,713,075 AIM Balanced Fund Mutual Fund - 875,909.316 shares 26,356,111 Class A Janus Overseas Fund Mutual Fund - 236,017.946 shares 6,263,916 American Century Income & Growth Fund Mutual Fund - 58,942.651 shares 1,779,479 Reserve Fund Class A Mutual Fund - 409,799.61 shares 409,800 Janus Mercury Fund Mutual Fund - 4,680.031 shares 138,857
-16- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Description of investment including maturity Identity of issue, borrower, date, rate of interest, collateral, par or (1) lessor, or similar party maturity value Cost Current Value --------------------------------------------------------------------------------------------------------------------------- * American Express Selective Fund Class Mutual Fund - 28,208.966 shares 246,546 Y Invesco Technology Fund Mutual Fund - 2,193.464 shares 131,103 Janus Investment Fund Mutual Fund - 1,572.339 shares 83,759 Janus Olympus Fund Mutual Fund - 134.662 shares 55,168 Janus Worldwide Fund Mutual Fund - 906.598 shares 51,549 American Century International Growth Mutual Fund - 3,690.155 shares 40,333 Fund Warburg Pincus Emerging Growth Fund Mutual Fund - 750.036 shares 26,927 Strong Enterprise Fund Mutual Fund - 762.758 shares 21,639 Janus Investor Fund Mutual Fund - 553.334 shares 19,560 Value Equity Trust Scudder Select 500 Mutual Fund - 1,486.905 shares 19,003 * American Express S&P 500 Index Fund Mutual Fund - 3,436.173 shares 17,628 Warburg Pincus Cap Fund Mutual Fund - 696.418 shares 16,470 Pacific Century Mutual Fund - 20,000 shares 12,000 Firsthand Technology Value Fund Mutual Fund - 132.071 shares 9,817 PBGH Large Cap 20 Fund Mutual Fund - 372.043 shares 9,375 Invesco Telecommunications Fund Mutual Fund - 224.601 shares 8,149 Invesco Dynamics Fund Mutual Fund - 313.964 shares 7,463 Invesco Sector Health Sciences Fund Mutual Fund - 124.216 shares 7,375 Strong Growth 20 Fund Mutual Fund - 289.825 shares 7,283 Van Wagoner Technology Fund Mutual Fund - 127.421 shares 5,335 Gabelli Global Communications Fund Mutual Fund - 223.518 shares 3,941 Janus Global Life Sciences Fund Mutual Fund - 179.276 shares 3,845 PBHG Tech & Communications Fund Mutual Fund - 110.179 shares 3,793 Invesco Growth Inc. Mutual Fund - 234.058 shares 3,745 Janus Fund Mutual Fund - 105.59 shares 3,515 SIT Small Cap Growth Fund Mutual Fund - 90.302 shares 3,175
-17- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Description of investment including maturity Identity of issue, borrower, date, rate of interest, collateral, par or (1) lessor, or similar party maturity value Cost Current Value --------------------------------------------------------------------------------------------------------------------------- Dresdner RCM Global Technology Fund Mutual Fund - 68.446 shares 3,428 Turner Mid Cap Fund Mutual Fund - 97.448 shares 2,981 Oak Associates Red Oak Technology Mutual Fund - 131.096 shares 2,855 Selection Portfolio Invesco International Fund Mutual Fund - 158.492 shares 2,821 Firsthand Technology Leaders Fund Mutual Fund - 78.17 shares 2,645 Warburg Pincus Global Mutual Fund - 59.304 shares 2,500 Telecommunications Fund Invesco Sector Leisure Fund Mutual Fund - 66.806 shares 2,440 SSGA Real Estate Equity Fund Mutual Fund - 235.268 shares 2,263 Janus Strategic Value Fund Mutual Fund - 203.837 shares 2,144 Strong Mid Cap Growth Fund Mutual Fund - 99.454 shares 2,010 * American Express Blue Chip Advantage Mutual Fund - 181.168 shares 1,772 Fund Strong Small Cap Value Fund Mutual Fund - 100.334 shares 1,723 American Century Twentieth Century Mutual Fund - 92.238 shares 1,414 Vista Fund American Century Twentieth Century Mutual Fund - 94.072 shares 1,369 Heritage Janus Orion Fund Mutual Fund - 192.136 shares 1,347 Mid Cap Fund Mutual Fund - 49.015 shares 1,304 Dreyfus Discovery Fund Class F Mutual Fund - 36.04 shares 1,252 Warburg Pincus Global Post Venture Mutual Fund - 53.267 shares 1,209 Cap Fund Oak Associates Pin Oak Aggressive Mutual Fund - 23.226 shares 1,080 Stock Portfolio
-18- SCHEDULE I THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN EIN #31-1048997 PLAN #002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 31, 2000
(a) (b) (c) (d) (e) Description of investment including maturity Identity of issue, borrower, date, rate of interest, collateral, par or (1) lessor, or similar party maturity value Cost Current Value --------------------------------------------------------------------------------------------------------------------------- Green Century Balanced Fund Mutual Fund - 53.821 shares 1,008 TIAA-CREF Growth & Mutual Fund - 63.164 shares 887 Income Fund Chase Manhattan Investment contract - 11,826,343 - 6.97% due 12,885,557 12/31/50 UBS Investment contract - 8,968,606 - 7.17% due 9,794,877 12/31/50 JP Morgan Investment contract - 9,005,657 - 7.34% due 9,679,931 12/31/50 CDC Investment contract - 8,655,491 - 7.02% due 9,441,021 12/31/50 Bank of America II Investment contract - 8,412,660 - 6.99% due 9,098,704 12/31/50 Protective Investment contract - 5,000,000 - 7.30% due 5,314,630 02/17/04 GE Life Investment contract - 5,000,000 - 7.10% due 5,130,402 11/15/04 Travelers Investment contract - 5,000,000 - 7.20% due 5,071,945 10/15/03 Bank of America I Investment contract - 4,444,308 - 7.19% due 4,847,455 12/31/50 Travelers Investment contract - 3,000,000 - 7.80% due 3,201,591 05/15/05 GE Life Investment contract - 3,000,000 - 7.79% due 3,200,641 04/15/05 Protective Investment contract - 3,000,000 - 7.71% due 3,190,012 04/15/03 Travelers Investment contract - 3,000,000 - 7.58% due 3,173,490 06/15/03 Protective Investment contract - 3,000,000 - 7.92% due 3,153,288 08/15/05 Protective Investment contract - 2,000,000 - 8.24% due 2,099,896 08/15/05 GE Life Investment contract - 2,000,000 - 7.28% due 2,019,734 02/15/06 Hartford Investment contract - 2,000,000 - 7.07% due 2,010,885 12/14/05
-19-