<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                  FORM 10-K/A


(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended January 30, 1999
                          ----------------

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________ to __________

                         Commission file number 1-13814
                                                -------

                              INTIMATE BRANDS, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                         31-1436998
-----------------------------------------                    -------------------
     (State or other jurisdiction of                          (I.R.S. Employer
      incorporation or organization)                         Identification No.)

 Three Limited Parkway, P.O. Box 16000,
             Columbus, Ohio                                         43216
-----------------------------------------                    -------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code     (614) 415-8000

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class                    Name of each exchange on which registered
------------------------------------   -----------------------------------------
Class A Common Stock, $.01 Par Value   The New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act:     None.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the proceeding 12 months and (2) has been subject to the filing
requirements for the past 90 days. Yes  X   No
                                       ---     ---


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of the Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this form 10-K/A. X



Aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of January 27, 2000: $1,222,280,238.



Number of shares outstanding of the registrant's Common Stock as of January 27,
2000: 39,349,062 shares of Class A common stock; 209,799,538 shares of Class B
common stock.


                      DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended January 30, 1999 are incorporated by reference into Part I, Part II and
Part IV, and portions of the registrant's proxy statement for the Annual Meeting
of Shareholders scheduled for May 17, 1999 are incorporated by reference into
Part III.
<PAGE>   2


                                     PART I.



INFORMATION REGARDING FILING OF FORM 10-K/A

CHANGE IN ACCOUNTING FOR GIFT CERTIFICATES, STORE CREDITS AND LAYAWAY
SALES

The Company sells gift certificates in exchange for cash and issues store
credits in exchange for the value of returned merchandise. These gift
certificates and store credits do not expire and both can be redeemed toward
the purchase of merchandise in the future. The Company also offers a layaway
sales program, which allows customers to make payments over a period of time
toward the purchase of merchandise.

As discussed in Note 2 to the Consolidated Financial Statements, the Company has
changed its accounting for gift certificates, store credits and layaway
sales. The change was made after the issuance of the recent Securities and
Exchange Commission Staff Accounting Bulletin, No. 101, "Revenue Recognition in
Financial Statements." The Company had historically recognized net receipts/
(redemptions) from gift certificates and store credits as a reduction/(increase)
to general, administrative and store operating expenses. Layaway sales were
recognized upon receipt of the initial payment. The Company now defers the
recognition of income on these transactions until the merchandise is delivered
to the customer.

The Company has given retroactive effect to this accounting change by
restating its previously issued financial statements, including the Consolidated
Statements of Operations for the years ended January 30, 1999, January 31, 1998
and February 1, 1997. In addition, the restatement resulted in changes to the
Consolidated Balance Sheets as of January 30, 1999 and January 31, 1998, and to
Notes 1, 8, 9, 15 and 16 to the Consolidated Financial Statements. Although the
restatement has no impact on the cash flows of the Company, certain
classifications within the Consolidated Statements of Cash Flows for the fiscal
years ended January 30, 1999, January 31, 1998 and February 1, 1997 were
adjusted to reflect the restatement.

In addition, on June 22, 1999, the Company declared a five percent stock
dividend to both The Limited, Inc. and public shareholders. All share and per
share information for all periods presented have been restated to reflect the
five percent stock dividend (see Note 3 to the Consolidated Financial
Statements).


ITEM 1.          BUSINESS.

GENERAL.

Intimate Brands, Inc., a Delaware corporation (the "Company"), is principally
engaged in the purchase, distribution and sale of intimate and other women's
apparel and personal care products. The Company's retail activities are
conducted under two brand names through an integrated retail approach: stores,
catalogue and internet. Apparel merchandise is targeted to appeal to customers
in specialty markets who have distinctive consumer characteristics. All of the
Company's retail distribution channels offer lingerie, hosiery, swimwear,
accessories, beauty products and specialty gift items. In addition, the
Company's print catalogue offers women's apparel, shoes and accessories.

DESCRIPTION OF OPERATIONS.

GENERAL.

The Company was incorporated on May 16, 1995, and on May 19, 1995 acquired the
assets and liabilities of the Intimate Brands businesses in exchange for 210
million shares of Class B common stock issued to The Limited, Inc. ("The
Limited"). An initial public offering of 42.7 million shares of the Company's
Class A common stock was consummated in the Fall of 1995 and, as a result,
approximately 83% of the outstanding common stock of the Company was owned by
The Limited.

During 1998, the Company initiated two stock repurchases which resulted in The
Limited owning 84.5% of the outstanding common stock of the Company as of
January 30, 1999. Further information regarding these transactions is contained
in Note 1 of the Notes to the Consolidated Financial Statements included in the
Intimate Brands, Inc., 1998 Annual Report to Shareholders, portions of which are
annexed hereto as Exhibit 13 (the "1998 Annual Report") and are incorporated
herein by reference.

As of January 30, 1999, the Company operated retail lingerie and personal care
businesses (Victoria's Secret Stores and Bath & Body Works) and a print
catalogue and internet business selling lingerie and other women's apparel
(Victoria's Secret Catalogue). The following chart reflects the number of stores
in operation at January 30, 1999 and January 31, 1998.

<TABLE>
<CAPTION>
                   Retail Businesses               Number of Stores
                   -------------------------     --------------------
                                                 January 30, January 31,
                                                    1999        1998
                                                 ----------  ----------
<S>                                              <C>         <C>
                   Victoria's Secret Stores          829         789
                   Bath & Body Works               1,061         921
                                                   -----       -----
                   Total                           1,890       1,710
                                                   =====       =====
</TABLE>


                                       2
<PAGE>   3
The following table shows the changes in the number of retail stores operated by
the Company for the past five fiscal years:

<TABLE>
<CAPTION>
                  Fiscal      Beginning
                   Year        of Year       Opened     Closed     End of Year
                  ------      ---------      ------     ------     -----------
<S>                                <C>         <C>         <C>         <C>
                   1994            879         166         (8)         1,037
                   1995          1,037         260         (4)         1,293
                   1996          1,293         325         (9)         1,609
                   1997          1,609         233      *(132)         1,710
                   1998          1,710         201        (21)         1,890
</TABLE>

                  * Includes 118 stores from the January 31, 1998 closing of
                  Cacique.

The Company also operates Gryphon Development, Inc. ("Gryphon"). Gryphon
creates, develops and sources a substantial portion of the bath and personal
care products sold by the Company.

During fiscal year 1998, the Company purchased merchandise from approximately
1,200 suppliers and factories located throughout the world. The Company sourced
approximately 18% of its merchandise through Mast Industries, Inc., a
wholly-owned contract manufacturing subsidiary of The Limited. In addition to
purchases from Mast, the Company purchases merchandise directly in foreign
markets, with additional merchandise purchased in the domestic market, some of
which is manufactured overseas. The Company's business is subject to a variety
of risks generally associated with doing business in foreign markets and
importing merchandise from abroad, such as political instability, currency and
exchange risks, and local business practice and political issues. The Company
has established formal polices and procedures designed to address such risks;
however, they remain beyond the Company's control. One third party manufacturer
accounted for 5.8% of total goods purchased by the Company.

Most of the merchandise and related materials for the Company's stores and
catalogue is shipped to distribution centers owned by The Limited in the
Columbus, Ohio area, where the merchandise is received and inspected. The
Limited uses common and contract carriers to distribute merchandise and related
materials to the Company's stores. The Company pays outbound freight for stores
to The Limited based on weight shipped. The catalogue business, which operates
the Victoria's Secret website, contracts and ships to its customers via
independent third parties including the U.S. Postal Service. The Company's
divisions generally have independent distribution capabilities and no division
receives priority over any other division. There are no distribution channels
between the retail divisions.

The Company's policy is to maintain sufficient quantities of inventory on hand
in its retail stores and distribution centers so that it can offer customers a
full selection of current merchandise. The Company emphasizes rapid turnover and
takes markdowns where required to keep merchandise fresh and current with
fashion trends.

The Company views the retail apparel market as having two principal selling
seasons, Spring and Fall. As is consistent with the apparel industry, the
Company experiences its peak sales activity during the Fall season. This
seasonal sales pattern results in increased inventory during the Fall and
Christmas holiday selling periods. During fiscal year 1998, the highest
inventory level approximated $651 million at the November 1998 month-end and the
lowest inventory level approximated $389 million at the June 1998 month-end.

Merchandise sales are paid for in cash or by personal check, credit cards issued
by third parties or The Limited's 31% owned credit card processing venture,
Alliance Data Systems ("ADS"). ADS was formed in part from World Financial
Network National Bank ("WFNNB"), a wholly-owned subsidiary of The Limited prior
to January 1996, when a 60% interest was sold to a New York investment firm,
resulting in the formation of a venture that provides private-label and bank
card transaction processing and database management services to retailers,
including the Company's private-label card operations.

                                       3
<PAGE>   4
The Company offers its customers a liberal return policy stated as "No Sale is
Ever Final." The Company believes that certain of its competitors offer similar
credit card and service policies.

The following is a brief description of the Company's operating businesses,
including their respective target markets.

RETAIL BUSINESSES
-----------------

Victoria's Secret Stores - is the world's best known specialty retailer of
------------------------
women's intimate apparel and related products. Victoria's Secret Stores
(including Victoria's Secret Beauty) operates over 820 stores nationwide and had
net sales of $1.829 billion in 1998.

Bath & Body Works - is the leading specialty retailer of personal care products.
-----------------
Launched in 1990, Bath & Body Works (including White Barn Candle Company)
operates over 1,050 stores nationwide and had net sales of $1.272 billion in
1998.

CATALOGUE BUSINESS
------------------

Victoria's Secret Catalogue - is a leading catalogue retailer of intimate and
---------------------------
other women's apparel. At the end of 1998, Victoria's Secret Catalogue launched
its own web site, www.VictoriasSecret.com, through which certain of its products
may be purchased worldwide. Victoria's Secret Catalogue mailed approximately 406
million catalogues and had net sales of $759 million in 1998.

Additional information about the Company's business, including its revenues and
profits for the last three years, plus selling square footage and other
information about each of the Company's operating businesses, is set forth under
the caption "Management's Discussion and Analysis" of the Intimate Brands, Inc.
1998 Annual Report to Shareholders, and is incorporated herein by reference. For
the financial results of the Company's reportable operating segments, see Note
13 of the Notes to the Consolidated Financial Statements included in the 1998
Annual Report, incorporated herein by reference.

COMPETITION.

The sale of intimate and other women's apparel and personal care products
through retail stores is a highly competitive business with numerous
competitors, including individual and chain fashion specialty stores, and
department stores. Brand image, marketing, design, price, service, selection and
quality are the principal competitive factors in retail store sales. The
Company's catalogue business competes with numerous national and regional
catalogue merchandisers. Design, price, quality and catalogue presentation are
the principal competitive factors in catalogue sales.

The Company is unable to estimate the number of competitors or its relative
competitive position due to the large number of companies selling apparel,
lingerie and personal care products. However, the Company estimates its total
share of the domestic lingerie market at approximately 14% and its share of the
domestic personal care market at 6%.

ASSOCIATE RELATIONS.

On January 30, 1999, the Company employed approximately 55,000 associates,
41,000 of whom were part-time. In addition, temporary associates are hired
during peak periods, such as the Holiday season.

                                       4
<PAGE>   5
ITEM 2.          PROPERTIES

The Company's business is principally conducted from office, distribution and
shipping facilities located in the Columbus, Ohio area. Additional facilities
are located in New York City, New York, Kettering, Ohio, Rio Rancho, New Mexico,
and London, England.

The distribution and shipping facilities are owned by The Limited and are leased
by the Company under fifteen year leases, with options to renew.

Substantially all of the retail stores operated by the Company are located in
leased facilities, primarily in shopping centers throughout the continental
United States. The leases expire at various dates principally between 1999 and
2017 and generally have renewal options.

Typically, when space is leased for a retail store in a shopping center, all
improvements, including interior walls, floors, ceilings, fixtures and
decorations, are supplied by the tenant. In certain cases, the landlord of the
property may provide a construction allowance to fund all or a portion of the
cost of improvements. The cost of improvements varies widely, depending on the
size and location of the store. Rental terms for locations usually include a
fixed minimum rent plus a percentage of sales in excess of a specified amount.
Certain operating costs such as common area maintenance, utilities, insurance
and taxes are typically paid by tenants.

ITEM 3.          LEGAL PROCEEDINGS.

The Company is a defendant in a variety of lawsuits arising in the ordinary
course of business.

On November 13, 1997, the United States District Court for the Southern District
of Ohio, Eastern Division, dismissed with prejudice an amended complaint that
had been filed against the Company, The Limited and certain of The Limited's
other subsidiaries by the American Textile Manufacturers Institute ("ATMI"), a
textile industry trade association. The amended complaint alleged that the
defendants violated the federal False Claims Act by submitting false country of
origin records to the U.S. Customs Service. On November 26, 1997, ATMI served a
motion to alter or amend judgment and a motion to disqualify the presiding judge
and to vacate the order of dismissal. The motion to disqualify was denied on
December 22, 1997, but as a matter of his personal discretion, the presiding
judge elected to recuse himself from further proceedings and this matter was
transferred to a judge of the United States District Court for the Southern
District of Ohio, Western Division. On May 21, 1998, this judge denied all
pending motions seeking to alter, amend or vacate the judgment that had been
entered in favor of the Company. On June 5, 1998, ATMI appealed to the United
States Court of Appeals for the Sixth Circuit, where the matter remains pending.

On January 13, 1999, two complaints were filed against the Company's parent, The
Limited, and one of its subsidiaries, as well as other defendants, including
many national retailers. Both complaints relate to labor practices allegedly
employed on the island of Saipan, Commonwealth of the Northern Mariana Islands,
by apparel manufacturers unrelated to The Limited (some of which have sold goods
to The Limited) and seek injunctions, unspecified monetary damages, and other
relief. One complaint, on behalf of a class of unnamed garment workers, filed in
the United States District Court for the Central District of California, Western
Division, alleges violations of federal statutes, the United States
Constitution, and international law. On March 29, 1999, a motion was filed to
transfer this action to the United States District Court located on Saipan, and
The Limited intends to file a motion to dismiss the complaint for failure to
state a claim upon which relief can be granted. The second complaint, filed by a
national labor union and other organizations in the Superior Court of the State
of California, San Francisco County, alleges unfair business practices under
California law. On March 29, 1999, The Limited filed a motion seeking dismissal
of this complaint.

                                       5
<PAGE>   6
Although it is not possible to predict with certainty the eventual outcome of
any litigation, in the opinion of management, the foregoing proceedings are not
expected to have a material adverse effect on the Company's financial position
or results of operations.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

SUPPLEMENTAL ITEM.       EXECUTIVE OFFICERS OF THE REGISTRANT.

Set forth below is certain information regarding the executive officers of the
Company as of January 30, 1999.

Leslie H. Wexner, 61, has been Chairman of the Board and Chief Executive Officer
of the Company since 1995. Mr. Wexner has been President and Chief Executive
Officer of The Limited since he founded The Limited in 1963 and has been
Chairman of the Board of Directors of The Limited for more than five years.

Kenneth B. Gilman, 52, has been Vice Chairman of the Company since 1995. Mr.
Gilman has been Vice Chairman and Chief Administrative Officer of The Limited
since June 1997 and was Vice Chairman and Chief Financial Officer of The Limited
from June 1993 to June 1997 and Executive Vice President and Chief Financial
Officer of The Limited for five years prior thereto.

Cynthia A. Fields, 49, has been President and Chief Executive Officer of
Victoria's Secret Catalogue since August 1988, and assumed such position with
the Company in 1995.

Grace A. Nichols, 52, has been President and Chief Executive Officer of
Victoria's Secret Stores, Inc. since January 1991, and assumed such position
with the Company in 1995. For three years prior thereto, Ms. Nichols was
Executive Vice President, General Merchandise Manager of Victoria's Secret
Stores.

Beth M. Pritchard, 52, has been President and Chief Executive Officer of Bath &
Body Works, Inc. ("BBW") since November 1993 and assumed such position with the
Company in 1995. For approximately one and one-half years prior thereto, Ms.
Pritchard held the position of Executive Vice President and General Manager at
BBW. From 1991 until 1993, Ms. Pritchard was Executive Vice President at
Express, a business operated by The Limited.

Philip E. Mallott, 41, has been Vice President Finance and Chief Financial
Officer of the Company since 1995. For approximately one year prior thereto, Mr.
Mallott was Chief Financial Officer at Structure, a business operated by The
Limited. From 1991 until 1994, Mr. Mallott was Vice President-Finance at
Structure.

All of the above officers serve at the pleasure of the Board of Directors of the
Company.

ITEM 5.          MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                 STOCKHOLDER MATTERS.

Information regarding markets in which the Company's common stock was traded
during fiscal year 1998 and 1997, approximate number of holders of common stock,
and quarterly cash dividend per share information of the Company's common stock
for the fiscal year 1998 and 1997 is set forth under the caption "Market Price
and Dividend Information" on page 52 of the 1998 Annual Report and is
incorporated herein by reference.

                                       6
<PAGE>   7
ITEM 6.          SELECTED FINANCIAL DATA.

Selected financial data is set forth under the caption "Financial Summary" on
page 34 of the 1998 Annual Report and is incorporated herein by reference.

ITEM 7.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS.

Management's discussion and analysis of financial condition and results of
operations is set forth under the caption "Management's Discussion and Analysis"
on pages 35 through 41 of the 1998 Annual Report and is incorporated herein by
reference.

ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Consolidated Financial Statements of the Company and subsidiaries, the Notes
to Consolidated Financial Statements and the Report of Independent Accountants
are set forth in the 1998 Annual Report and are incorporated herein by
reference.

ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                 ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information regarding directors of the Company is set forth under the captions
"ELECTIONS OF DIRECTORS - Nominees and directors", "-Information concerning the
Board of Directors", "Committees of the Board of Directors and "- Security
ownership of directors and management" on pages 4 through 8 of the Company's
proxy statement for the Annual Meeting of Shareholders to be held on May 17,
1999 (the "Proxy Statement") and is incorporated herein by reference.
Information regarding compliance with Section 16 (a) of the Securities Exchange
Act of 1934, as amended, is set forth under the caption "EXECUTIVE COMPENSATION
- Section 16 (a) beneficial ownership reporting compliance" on page 13 of the
Proxy Statement and is incorporated herein by reference. Information regarding
the executive officers is set forth herein under the caption "SUPPLEMENTAL ITEM.
EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I.

ITEM 11.         EXECUTIVE COMPENSATION.

Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 9 through 13 of the Proxy Statement and is
incorporated herein by reference. Such incorporation by reference shall not be
deemed to specifically incorporate by reference the information referred to in
Item 402 (a) (8) of Regulation S-K.

ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                 MANAGEMENT.

Information regarding the security ownership of certain beneficial owners and
management is set forth under the captions "ELECTION OF DIRECTORS - Security
ownership of directors and management" on pages 7 and 8 of the Proxy Statement
and "Share ownership of principal stockholders" on page 18 of the Proxy
Statement and is incorporated herein by reference.

                                       7
<PAGE>   8
ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information regarding certain relationships and related transactions is set
forth under the caption "ELECTION OF DIRECTORS - Nominees and directors" on
pages 4 and 5 of the Proxy Statement and is incorporated herein by reference.

The Company's Certificate of Incorporation includes provisions relating to
potential conflicts of interest that may arise between the Company and The
Limited. Such provisions were adopted in light of the fact that the Company and
The Limited and its subsidiaries are engaged in retail businesses and may pursue
similar opportunities in the ordinary course of business. Among other things,
these provisions generally eliminate the liability of directors and officers of
the Company with respect to certain matters involving The Limited and its
subsidiaries or the Company. Any person purchasing or acquiring an interest in
shares of capital stock of the Company will be deemed to have consented to such
provisions relating to conflicts of interest and corporate opportunities, and
such consent may restrict such person's ability to challenge transactions
carried out in compliance with such provisions. Investors should review the
Company's Certificate of Incorporation before making any investment in shares of
the Company's capital stock.

                                     PART IV

ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                 8-K.

         (a)(1)   List of Financial Statements.
                  -----------------------------

         The following consolidated financial statements of Intimate Brands,
         Inc. and subsidiaries and the related notes are filed as a part of this
         report pursuant to ITEM 8:

         Consolidated Statements of Income for the fiscal years ended January
         30, 1999, January 31, 1998 and February 1, 1997.

         Consolidated Balance Sheets as of January 30, 1999 and January 31,
         1998.

         Consolidated Statements of Shareholders' Equity for the fiscal years
         ended January 30, 1999, January 31, 1998 and February 1, 1997.

         Consolidated Statements of Cash Flows for the fiscal years ended
         January 30, 1999, January 31, 1998 and February 1, 1997.

         Notes to Consolidated Financial Statements.

         Report of Independent Accountants.

         (a)(2)  List of Financial Statement Schedules.
                 --------------------------------------

                 All schedules are omitted because the required information is
                 either presented in the financial statements or notes thereto,
                 or is not applicable, required or material.

                                       8
<PAGE>   9
        (a)(3)  List of Exhibits.
                -----------------

         3.    Articles of Incorporation and Bylaws.

               3.1.      Amended and Restated Certificate of Incorporation of
                         the Company incorporated by reference to Exhibit 3.1 to
                         the Company's Quarterly Report on Form 10-Q for the
                         quarter ended October 28, 1995.

               3.2.      Bylaws of the Company adopted October 20, 1995 and as
                         amended April 1, 1999.

         4.    Instruments Defining the Rights of Security Holders.

               4.1.      Specimen Certificate of Class A Common Stock of the
                         Company incorporated by reference to Exhibit 4.1 to the
                         Company's Registration Statement on Form S-1 (File No.
                         33-92568) (the "Form S-1").

               4.2.      Certificate of Incorporation of The Limited, Inc.
                         incorporated by reference to Exhibit 4.2 to the
                         Company's Form S-1.

               4.3.      Restated Bylaws of The Limited, Inc.

         10.   Material Contracts.

               10.1.     Services Agreement by Intimate Brands, Inc. and The
                         Limited, Inc., dated October 23, 1995 incorporated by
                         reference to Exhibit 10.1 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended October 28,
                         1995.

               10.2.     Credit Card Processing Agreement by World Financial
                         Network National Bank and Victoria's Secret Stores,
                         Inc., dated October 23, 1995 incorporated by reference
                         to Exhibit 10.2 to the Company's Quarterly Report on
                         Form 10-Q for the quarter ended October 28, 1995.

               10.3.     Credit Card Processing Agreement by World Financial
                         Network National Bank and Victoria's Secret Catalogue,
                         Inc., dated October 23, 1995 incorporated by reference
                         to Exhibit 10.3 to the Company's Quarterly Report on
                         Form 10-Q for the quarter ended October 28, 1995.

               10.4.     Corporate Agreement by Intimate Brands, Inc. and The
                         Limited, Inc., dated October 23, 1995 incorporated by
                         reference to Exhibit 10.4 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended October 28,
                         1995.

               10.5.     Tax Sharing Agreement by Intimate Brands, Inc. and The
                         Limited, Inc., dated October 23, 1995 incorporated by
                         reference to Exhibit 10.5 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended October 28,
                         1995.

               10.6.     Building Lease Agreement by Distribution Land Corp. and
                         Victoria's Secret Stores, Inc., dated June 1, 1995
                         incorporated by reference to Exhibit 10.6 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

                                       9
<PAGE>   10
               10.7.     Building Lease Agreement by Distribution Land Corp. and
                         Victoria's Secret Catalogue, Inc., dated June 1, 1995
                         incorporated by reference to Exhibit 10.7 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

               10.8.     Sublease Agreement by The Limited London-Paris-New
                         York, Inc. and Bath & Body Works, Inc., dated June 1,
                         1995 incorporated by reference to Exhibit 10.8 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

               10.9.     Reserved for future use.

               10.10.    Sublease Agreement by Victoria's Secret Stores, Inc.
                         and Henri Bendel, Inc., dated June 1, 1995 incorporated
                         by reference to Exhibit 10.10 to the Company's
                         Quarterly Report on Form 10-Q for the quarter ended
                         October 28, 1995.

               10.11.    Sublease Agreement by Victoria's Secret Stores, Inc.
                         and Abercrombie & Fitch Co., Inc., dated June 1, 1995
                         incorporated by reference to Exhibit 10.11 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

               10.12.    Shared Facilities Agreement by The Limited
                         London-Paris-New York, Inc. and Bath & Body Works,
                         Inc., dated October 25, 1995 incorporated by reference
                         to Exhibit 10.12 to the Company's Quarterly Report on
                         Form 10-Q for the quarter ended October 28, 1995.

               10.13.    Shared Facilities Agreement by Structure, Inc. and Bath
                         & Body Works, Inc., dated October 25, 1995 incorporated
                         by reference to Exhibit 10.13 to the Company's
                         Quarterly Report on Form 10-Q for the quarter ended
                         October 28, 1995.

               10.14.    Shared Facilities Agreement by The Limited
                         London-Paris-New York, Inc. and Victoria's Secret
                         Stores, Inc., dated October 25, 1995 incorporated by
                         reference to Exhibit 10.14 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended October 28,
                         1995.

               10.15.    Shared Facilities Agreement by Express, Inc. and Bath &
                         Body Works, Inc., dated October 25, 1995 incorporated
                         by reference to Exhibit 10.15 to the Company's
                         Quarterly Report on Form 10-Q for the quarter ended
                         October 28, 1995.

               10.16.    Shared Facilities Agreement by The Limited
                         London-Paris-New York, Inc. and Victoria's Secret
                         Stores, Inc., dated October 25, 1995 incorporated by
                         reference to Exhibit 10.16 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended October 28,
                         1995.

               10.17.    Reserved for future use.

                                       10
<PAGE>   11
               10.18.    Reserved for future use.

               10.19.    Shared Facilities Agreement by Express, Inc. and
                         Victoria's Secret Stores, Inc., dated October 25, 1995
                         incorporated by reference to Exhibit 10.20 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

               10.20.    Shared Facilities Agreement by Lerner New York, Inc.
                         and Bath & Body Works, Inc., dated October 25, 1995
                         incorporated by reference to Exhibit 10.21 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

               10.21.    Reserved for future use.

               10.22.    Shared Facilities Agreement by Express, Inc. and
                         Victoria's Secret Stores, Inc., dated October 25, 1995
                         incorporated by reference to Exhibit 10.23 to the
                         Company's Quarterly Report on Form 10-Q for the quarter
                         ended October 28, 1995.

               10.23.    Intimate Brands, Inc. 1995 Stock Option and Performance
                         Incentive Plan incorporated by reference to Exhibit B
                         to the Company's Proxy Statement dated April 14, 1997.

               10.24.    Intimate Brands, Inc. Incentive Compensation
                         Performance Plan incorporated by reference to Exhibit A
                         to the Company's Proxy Statement dated April 14, 1997.

               10.25.    Intimate Brands, Inc. 1995 Stock Plan for Non-Associate
                         Directors incorporated by reference to Exhibit 10.26 to
                         the Company's Quarterly Report on Form 10-Q for the
                         quarter ended October 28, 1995.

               10.26.    Form of Indemnification Agreement between the Company
                         and the directors and officers of the Company
                         incorporated by reference to Exhibit 10.27 to the
                         Company's Annual Report on Form 10-K for the year ended
                         February 3, 1996.

               10.27     Supplemental Schedule of Directors and Executive
                         Officers who are Parties to an Indemnification
                         Agreement.

         13.   Excerpts from the 1998 Annual Report to Shareholders, including
               "Financial Summary", "Management's Discussion and Analysis",
               "Financial Statements and Notes", and "Report of Independent
               Accountants" on pages 34 - 52.

         21.   Subsidiaries of the Registrant.

         23.   Consent of Independent Accountants.

         24.   Powers of Attorney.


         27.   Restated Financial Data Schedule.


         99.   Annual Report of The Limited, Inc. Savings and Retirement Plan.

         (b)   Reports on Form 8-K.
               --------------------

               No reports on Form 8-K were filed during the fourth quarter of
               fiscal year 1998.

                                       11
<PAGE>   12
         (c)   Exhibits.
               ---------

               The exhibits to this report are listed in section (a)(3) of Item
               14 above.

         (d)   Financial Statement Schedules.
               ------------------------------

               None.

                                       12
<PAGE>   13
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Date: February 16, 2000



                                           INTIMATE BRANDS, INC.
                                           (registrant)


                                           By  /s/ PHILIP E. MALLOTT
                                               --------------------------
                                               Philip E. Mallott,
                                               Vice President Finance and
                                               Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on January 30, 1999:

         Signature                       Title
         ---------                       -----

/s/ LESLIE H. WEXNER*                    Chairman of the Board of Directors,
----------------------------             President and Chief Executive Officer
Leslie H. Wexner


/s/ KENNETH B. GILMAN*                   Director and Vice Chairman
----------------------------
Kenneth B. Gilman


/s/ ROGER D. BLACKWELL*                  Director
----------------------------
Roger D. Blackwell

/s/ CYNTHIA A. FIELDS*                   Director
----------------------------
Cynthia A. Fields

/s/ E. GORDON GEE*                       Director
----------------------------
E. Gordon Gee

/s/ WILLIAM E. KIRWAN*                   Director
----------------------------
William E. Kirwan

/s/ GRACE A. NICHOLS*                    Director
----------------------------
Grace A. Nichols

/s/ BETH M. PRITCHARD*                   Director
----------------------------
Beth M. Pritchard

                                       13
<PAGE>   14
/s/ DONALD B. SHACKELFORD*               Director
----------------------------
Donald B. Shackelford

/s/ ALEX SHUMATE*                        Director
----------------------------
Alex Shumate


*The undersigned, by signing his name hereto, does hereby sign this report on
behalf of each of the above-indicated directors of the registrant pursuant to
powers of attorney executed by such directors.


By /s/ KENNETH B. GILMAN
   ----------------------
   Kenneth B. Gilman
    Attorney-in-fact

                                       14
<PAGE>   15
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    ---------



                                    FORM 10-K/A


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


                                    ---------


                              INTIMATE BRANDS, INC.
             (exact name of Registrant as specified in its charter)


                                    ---------

                                    EXHIBITS

                                    ---------



--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
<PAGE>   16
                                  EXHIBIT INDEX
                                  -------------

Exhibit No.            Document
-----------            --------

    3.2                Bylaws of the Company adopted October 20, 1995 and as
                       amended April 1, 1999.

    4.3                Restated Bylaws of The Limited, Inc.

   10.27               Supplemental Schedule of Directors and Executive
                       Officers who are Parties to an Indemnification Agreement.

     13                Excerpts from the 1998 Annual Report to Shareholders,
                       including "Financial Summary", "Management's Discussion
                       and Analysis" and "Financial Statements and Notes", and
                       "Report of Independent Accountants" on pages 34 - 52.

     21                Subsidiaries of the Registrant.

     23                Consent of Independent Accountants.

     24                Powers of Attorney.


     27                Restated Financial Data Schedule.


     99                Annual Report of The Limited, Inc. Savings and Retirement
                       Plan.