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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(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 29, 2000

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
incorporation or organization) |  | (I.R.S. Employer
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.

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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 or any amendment to this
form 10-K. /x/

Aggregate
market value of the registrant's Common Stock held by non-affiliates of the registrant as of March 24, 2000: $1,464,177,115.

Number
of shares outstanding of the registrant's Common Stock as of March 24, 2000: 39,505,622 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 29, 2000 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 15, 2000 are incorporated by reference into
Part III.

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## 

PART I

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. Merchandise is
targeted to appeal to customers in various market segments that have distinctive consumer characteristics. The Company's retail distribution channels offer lingerie, hosiery, swimwear, beauty products
and specialty gift items. In addition, the Company's 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 84% of the outstanding common stock of the Company was owned by The Limited.

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

As
of January 29, 2000, 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 29, 2000 and
January 30, 1999.

|                         |  | Number of Stores
|------------------------ |  | ----------------
|
|Victoria's Secret Stores |  | 896             
|Bath & Body Works        |  | 1,214           
|                         |  |                 
|Total                    |  | 2,110           
|                         |  |                 

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

|Fiscal
Year |  | Beginning
of Year |  | Opened |  | Closed |   | End of Year
|----------- |  | ----------------- |  | ------ |  | ------ | - | -----------
|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      
|1999        |  | 1,890             |  | 241    |  | (21    | ) | 2,110      

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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. Due to a



change
in how the operations of Gryphon are integrated into the retail businesses, including changes in intercompany pricing, Gryphon is now included in the retail segment.

During
fiscal year 1999, the Company purchased merchandise from approximately 860 suppliers and factories located throughout the world. The Company sourced approximately 23% 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 and 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 6% 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 an appropriate 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 1999, the highest inventory
level approximated $800 million at the November 1999 month-end and the lowest inventory level approximated $488 million at the
February 1999 month-end.

Merchandise
sales are paid for with cash, by personal check, and with credit cards issued by third parties or The Limited's 31%-owned credit card processing venture, Alliance Data
Systems.

The
Company offers its customers a return policy stated as "No Sale is Ever Final." The Company believes that certain of its competitors offer similar 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 operates over 890 stores nationwide and had net sales of $2.138 billion in 1999.

Victoria's Secret Beautyis a leading specialty retailer of high quality beauty products. Victoria's Secret Beauty operates
over 45 stand alone stores and over 410 side-by-side and niches within Victoria's Secret lingerie stores and reported net sales of $495 million in 1999. Victoria's Secret Beauty stores and
sales are consolidated within Victoria's Secret Stores in the preceding paragraph and in the 1999 Annual Report.

2



Bath & Body Worksis the leading mall-based specialty retailer of personal care products. Launched in
1990, Bath & Body Works (including White Barn Candle Company) operates over 1,200 stores nationwide and had net sales of $1.550 billion in 1999.

Catalogue Business

Victoria's Secret Catalogueis a leading catalogue retailer of intimate and other women's apparel. At the end of 1999,
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
365 million catalogues and had net sales of $799 million in 1999.

Additional
information about the Company's business, including its revenues and profits for the last three years and selling square footage, is set forth under the caption
"Management's Discussion and Analysis" of the 1999 Annual Report, 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 1999 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, fashion design, price, service, fashion 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. Brand image, marketing, fashion design, price service, quality
image presentation and fulfillment are the principal competitive factors in catalogue and on-line 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 at retail through stores, catalogues and the Internet.

Associate Relations.

On January 29, 2000, the Company employed approximately 60,000 associates, 46,000 of whom were part-time. In addition, temporary associates
are hired during peak periods, such as the Holiday season.

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 2000 and 2019 and frequently 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

3



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 September 14, 1999, the United States Court of
Appeals for the Sixth Circuit affirmed the order of dismissal. The United States Supreme Court denied ATMI's petition for writ of certiorari on April 3, 2000.

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 April 12, 1999,
a motion to dismiss that complaint for failure to state a claim upon which relief can be granted was filed, and it remains pending. On September 29, 1999, the United States District Court for
the Central District of California, Western Division, transferred the case to the United States District Court for the District of Hawaii. The Limited, along with certain other defendants filed a
petition for a writ of mandamus from the Ninth Circuit Court of Appeals seeking an order holding that the transfer of the case to the United States District Court for the District of Hawaii was in
error and ordering that the case be transferred to the United States District Court on Saipan. That petition has been denied. The second complaint, filed by a national labor union and other
organizations in the Superior Court of the State of California, San Francisco County, and which alleges unfair business practices under California law, remains pending.

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 29, 2000.

Leslie
H. Wexner, 62, 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, 53, 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

4



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, 50, has been President and Chief Executive Officer of Victoria's Secret Catalogue since August 1988, and assumed such position with the Company in 1995.
Ms. Fields is also a director of Pathfinder International.

Grace
A. Nichols, 53, 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. Prior to her position as President, Ms. Nichols held the position of Executive Vice President, General Merchandise Manager from 1988 to 1991 and Vice President, General Merchandise
Manager from 1986 to 1988 at Victoria's Secret Stores.

Beth
M. Pritchard, 53, has been President and Chief Executive Officer of Bath & Body Works, Inc. since November 1993 and assumed such position with the Company in
1995. Ms. Pritchard also has served as Chief Executive Officer of Victoria's Secret Bath and Fragrance from June 1996 to March 1998. For approximately one and one-half
years prior to assuming her position with Bath & Body Works, Ms. Pritchard held the position of Executive Vice President and General Manager at Bath & Body Works. From 1991 until
1993, she was Executive Vice President at Express, a business operated by The Limited. Ms. Pritchard is also a director of Borders Group, Inc.

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

PART II

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 1999 and 1998, approximate number of holders of common stock,
and quarterly cash dividend per share information of the Company's common stock for the fiscal year 1999 and 1998 is set forth under the caption "Market Price and Dividend Information" on page 60 of
the 1999 Annual Report and is incorporated herein by reference.

Item 6.  Selected Financial Data.

Selected financial data is set forth under the caption "Financial Summary" on page 42 of the 1999 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 43 through 48 of the 1999 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 1999 Annual Report and are incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

5



PART III

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 5 through 9 of the
Company's proxy statement for the Annual Meeting of Shareholders to be held on May 15, 2000 (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 10 through 14 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 8 and 9 of the Proxy Statement and "SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS" on page 19 of the Proxy Statement and is
incorporated herein by reference.

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 5 and 6 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.

6





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



(a)(3)List of Exhibits.

|3.  |  | Articles of Incorporation and Bylaws.               
|--- |  | ----------------------------------------------------
|    |  | 3.1.                                                
|    |  | 3.2.                                                
|4.  |  | Instruments Defining the Rights of Security Holders.
|    |  | 4.1.                                                
|    |  | 4.2.                                                
|    |  | 4.3.                                                
|10. |  | Material Contracts.                                 
|    |  | 10.1.                                               
|    |  | 10.2.                                               
|    |  |                                                     

7



| |  | 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.                            
| |  | 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.                                                                                                                                                                                                                                                
| |  | 10.18. |  | Reserved for future use.                                                                                                                                                                                                                                                
| |  |        |  |                                                                                                                                                                                                                                                                         

8



|    |  | 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, incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended January 30,
1999.    
|13. |  | Excerpts from the 1999 Annual Report to Shareholders, including "Financial Summary", "Management's Discussion and Analysis", "Financial Statements and Notes" and "Report of Independent Accountants" on pages 42 - 60.
|21. |  | Subsidiaries of the Registrant.                                                                                                                                                                                        
|23. |  | Consent of Independent Accountants.                                                                                                                                                                                    
|24. |  | Powers of Attorney.                                                                                                                                                                                                    
|27. |  | Financial Data Schedule.                                                                                                                                                                                               
|99. |  | Annual Report of The Limited, Inc. Savings and Retirement Plan.                                                                                                                                                        

(b)Reports on Form 8-K.



(c)Exhibits.



(d)Financial Statement Schedules.



9





## 

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:  April 25,
2000

| |  | INTIMATE BRANDS, INC.
(registrant)
| |  | ----------------------------------
| |  | By                                

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 28, 2000:

|Signature                                |  | Title                                                                    
|---------------------------------------- |  | -------------------------------------------------------------------------
|                                         |  |                                                                          
|/s/LESLIE H. WEXNER*Leslie H. Wexner     |  | Chairman of the Board of Directors,
President and Chief Executive Officer
|/s/KENNETH B. GILMAN*Kenneth B. Gilman   |  | Director and Vice Chairman                                               
|/s/ROGER D. BLACKWELL*Roger D. Blackwell |  | Director                                                                 
|/s/CYNTHIA A. FIELDS*Cynthia A. Fields   |  | Director                                                                 
|/s/E. GORDON GEE*E. Gordon Gee           |  | Director                                                                 
|/s/WILLIAM E. KIRWAN*William E. Kirwan   |  | Director                                                                 
|                                         |  |                                                                          

10



|/s/GRACE A. NICHOLS*Grace A. Nichols           |  | Director
|---------------------------------------------- |  | --------
|/s/BETH M. PRITCHARD*Beth M. Pritchard         |  | Director
|/s/DONALD B. SHACKELFORD*Donald B. Shackelford |  | Director
|/s/ALEX SHUMATE*Alex Shumate                   |  | Director



|By |  | /s/KENNETH B. GILMANKenneth B. Gilman Attorney-in-fact
|-- |  | ------------------------------------------------------

11



## 

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K

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

---



EXHIBIT INDEX

|Exhibit No. |  | Document                                                                                                                                                                                                                   
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13          |  | Excerpts from the 1999 Annual Report to Shareholders, including "Financial Summary", "Management's Discussion and Analysis" and "Financial Statements and Notes", and "Report of Independent Accountants" on pages 42 -
60.
|21          |  | Subsidiaries of the Registrant.                                                                                                                                                                                            
|23          |  | Consent of Independent Accountants.                                                                                                                                                                                        
|24          |  | Powers of Attorney.                                                                                                                                                                                                        
|27          |  | Financial Data Schedule.                                                                                                                                                                                                   
|99          |  | Annual Report of The Limited, Inc. Savings and Retirement Plan.                                                                                                                                                            



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