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Intimate Brands Inc – ‘10-K’ for 2/1/97

As of: Wednesday, 4/30/97 · For: 2/1/97 · Accession #: 950109-97-3384 · File #: 1-13814

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/30/97  Intimate Brands Inc               10-K        2/01/97    8:147K                                   Donnelley R R & S… 01/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Intimate Brands Form 10-K                             15     76K 
 2: EX-11       Statement Re Computation of Per Share Earnings         1      7K 
 3: EX-13       Excerpts From the 1996 Annual Report                  18    116K 
 4: EX-21       Subsidiaries of the Registrant                         1      8K 
 5: EX-23       Consent of Independent Accountants                     1      6K 
 6: EX-24       Powers of Attorney                                     9     20K 
 7: EX-27       Financial Data Schedule                                2      9K 
 8: EX-99       Savings and Retirement Plan                           11     63K

10-K — Intimate Brands Form 10-K
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Executive Compensation Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for the Registrant's Common Equity and Related Stockholder Matters Properties Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to A Vote of Security Holders Supplemental Item. Executive Officers of the Registrant
1	1st Page - Filing Submission
2	Item 1. Business
5	Item 2. Properties
"	Item 3. Legal Proceedings
"	Item 4. Submission of Matters to A Vote of Security Holders
"	Supplemental Item. Executive Officers of the Registrant
6	Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
8	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

10-K 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D. C.  20549  

----------- 
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 February 1, 1997                                      
----------------            
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)  

                                                        [Enlarge/Download Table]
                                                                                                    
                       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) 479-7000               
                                    --------------

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

                                                                [Download Table]

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 preceding 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 Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or 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 28, 1997: $829,277,397.                           

Number of shares outstanding of the registrant's Common Stock as of March 28,   
1997: 42,527,046 shares of Class A common stock; 210,000,000 shares of Class B  
common stock.                                                                   

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's annual report to shareholders for the fiscal year  
ended February 1, 1997 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 19, 1997 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 lingerie, personal care       
products and women's apparel. The Company's retail activities are conducted     
under various trade names through retail stores and the catalogue division of   
the Company. Apparel merchandise is targeted to appeal to customers in specialty
markets who have distinctive consumer characteristics. The Company's catalogue  
offers variously priced women's fashion apparel, including lingerie, swimwear,  
shirts, blouses, sweaters, pants, skirts, coats, dresses and shoes. In addition,
the Company's retail stores offer lingerie and accessories, fragrances, bath,   
personal care products and specialty gift items.                                

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 is owned by The
Limited.                                                                        

As of February 1, 1997, the Company operated three lingerie businesses,         
including two retail businesses and one catalogue  business (Victoria's Secret  
Catalogue ), and two personal care businesses.  The following chart reflects the
retail businesses and the number of stores in operation for each business at    
February 1, 1997 and February 3, 1996.                                          

                                                                [Download Table]

RETAIL BUSINESSES                   NUMBER OF STORES        
-----------------                   ----------------        
                            February 1,          February 3,
                               1997                 1996    
                            -----------          -----------

                                                            
Victoria's Secret Stores            736                  671
Bath & Body Works                   750                  498
Cacique                             119                  120
Penhaligon's*                         4                    4
                            -----------          -----------
Total                             1,609                1,293

                            ===========          ===========

*  Penhaligon's was sold in March 1997.                           

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

                                                                [Download Table]


Fiscal    Beginning                                   
 Year      of Year     Opened    Closed    End of Year
------    ---------    ------    ------    -----------

                                                      
 1992         662         87       (6)          743   

 1993         743        155      (19)          879   

 1994         879        166       (8)        1,037   

 1995       1,037        260       (4)        1,293   

 1996       1,293        325       (9)        1,609   

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 1996, the Company purchased merchandise from approximately   
1,000 suppliers and factories located throughout the world.  The Company sourced
approximately 21% 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.  No more than 5% of goods purchased originated  
from any single third party manufacturer.                                       

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 cartons shipped. The catalogue division 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 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 generally the case in 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 1996, the highest        
inventory level approximated $584 million at the November 1996 month-end and the
lowest inventory level approximated $321 million at the May 1996 month-end.     

Merchandise sales are paid for in cash or by personal check, credit cards issued
by third parties or The Limited's 40% owned credit card processing venture,     
Alliance Data Services ("ADS").  ADS was                                        

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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 credit  
card operations.                                                                

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 each of the Company's operating         
divisions, including their respective target markets.                           

Victoria's Secret Stores - The most successful brand of elegant intimate        
apparel, foundations and related products for women.                            

Cacique - Uniquely designed, high-quality lingerie for the elegant, intelligent 
and sophisticated woman, aged twenty-five and up.                               

Victoria's Secret Catalogue - The industry-leading catalogue of women's intimate
and fashion apparel.                                                            

Bath & Body Works - Healthy, natural, good-for-you personal care products and   
gifts from America's heartland.                                                 

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 divisions, is set forth under 
the caption "Management's Discussion and Analysis" of the Intimate Brands, Inc. 
1996 Annual Report to Shareholders, portions of which are annexed hereto as     
Exhibit 13 (the "1996 Annual Report") and is incorporated herein by reference.  

COMPETITION.                                                                    

The sale of apparel, lingerie 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. 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 and   
personal care products at retail, both through stores and catalogue.  However,  
the Company estimates its total share of the domestic lingerie market at        
approximately 10%.                                                              

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ASSOCIATE RELATIONS.                                                            

On February 1, 1997, the Company employed approximately 43,900 associates,      
32,400 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 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 1997 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 defray 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 new 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 lawsuits arising in the ordinary course of        
business.  Although the amount of any liability that could arise with respect to
any such lawsuit cannot be accurately predicted, in the opinion of management,  
the resolution of these matters is not expected to have a material adverse      
effect on the financial position or results of operations of the Company.       

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

Not applicable.                                                                 

SUPPLEMENTAL ITEM.  EXECUTIVE OFFICERS OF THE REGISTRANT.                       

Set forth below is certain information regarding the executive officers of the  
Company as of February 1, 1997.                                                 

Leslie H. Wexner, 59, 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, 50, has been Vice Chairman of the Company since 1995.  Mr.   
Gilman has been Vice Chairman and Chief Financial Officer of The Limited since  
June 1993 and was Executive Vice President and Chief Financial Officer of The   
Limited for more than five years prior thereto.                                 

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Cynthia D. Fedus, 47, 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, 50, 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, 50, 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, 39, 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, Inc.  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.                                                                        

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 1996 and 1995, approximate number of holders of common stock,
and quarterly cash dividend per share information of the Company's common stock 
for the fiscal year 1996 and 1995 is set forth under the caption "Market Price  
and Dividend Information" on page 47 of the 1996 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 30 of the 1996 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 31 through 36 of the 1996 Annual Report and is incorporated herein by  
reference.                                                                      

------------------------------------------------------                          
In March 1997, the Financial Accounting Standards Board issued Statement of     
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share".  SFAS No.
128 is effective for the Company's 1997 annual financial statements.  The       
Company believes that the impact on its financial statements will be immaterial.

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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 1996 Annual Report and are incorporated herein by          
reference.                                                                      

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

Not applicable.                                                                 

PART III  

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                   

Information regarding directors of the Company is set forth under the captions  
"ELECTION OF DIRECTORS - Nominees and Directors", "- Business Experience", "-   
Information Concerning the Board of Directors" and "- Security Ownership of     
Directors and Management" on pages 1 through 5 of the Company's proxy statement 
for the Annual Meeting of Shareholders to be held May 19, 1997 (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 10 of the Proxy Statement and
is incorporated herein by reference.  Information regarding 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 6 through 10 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 4 and 5 of the Proxy Statement  
and "PRINCIPAL HOLDERS OF VOTING SECURITIES" on page 14 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 - Business Experience" on pages 2
and 3 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, including matters that may constitute corporate opportunities of  
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.                            

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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 February 1,
1997, February 3, 1996 and January 28, 1995.                          

  Consolidated Balance Sheets as of February 1, 1997 and February 3, 1996.

    Consolidated Statements of Shareholders' Equity for the fiscal years ended
February 1, 1997, February 3, 1996 and January 28, 1995.              

Consolidated Statements of Cash Flows for the fiscal years ended      
February 1, 1997, February 3, 1996 and January 28, 1995.              

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.              

(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 incorporated by reference to Exhibit 3.2
                  to the Company's Quarterly Report on Form 10-Q for the quarter
ended October 28, 1995.                     

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.   Bylaws of The Limited, Inc. incorporated by reference to
Exhibit 4.3 to the Company's Form S-1.      

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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.                                   

    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.  Sublease Agreement by Lane Bryant, Inc. and Cacique, Inc.,
                dated June 1, 1995 incorporated by reference to Exhibit 10.9
                  to the Company's Quarterly Report on Form 10-Q for the quarter
ended October 28, 1995.                     

           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.

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        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. Shared Facilities Agreement by The Limited London-Paris-New
        York, Inc. and Cacique, Inc., dated October 25, 1995
               incorporated by reference to Exhibit 10.17 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended October
28, 1995.                                   

         10.18. Shared Facilities Agreement by Cacique, Inc. and Bath & Body
                 Works, Inc., dated October 25, 1995 incorporated by reference
              to Exhibit 10.18 to the Company's Quarterly Report on Form
10-Q for the quarter ended October 28, 1995.

        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. Shared Facilities Agreement by Lerner New York, Inc. and
         Cacique, Inc., dated October 25, 1995 incorporated by
                reference to Exhibit 10.22 to the Company's Quarterly Report
        on Form 10-Q for the quarter ended October 28, 1995.

10

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        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.

11.  Statement re Computation of Per Share Earnings.                

13.  Excerpts from the 1996 Annual Report to Shareholders, including
     "Financial Summary", "Management's Discussion and Analysis" and
"Financial Statements and Notes" on pages 30 - 46.        

21.  Subsidiaries of the Registrant.                                

23.  Consent of Independent Accountants.                            

24.  Powers of Attorney.                                            

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 1996.                                                

(c)  Exhibits.                                                      
--------                                                  

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

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

Not applicable.                                           

11

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SIGNATURES  

Pursuant to the requirements of Section 13 or l5(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 29, 1997                                                            

             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 April 30, 1997:                                  

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 D. FEDUS*               Director                                    
-----------------------------                                                   
Cynthia D. Fedus                                                                

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

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

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

12

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/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/ PHILIP E. MALLOTT                                                        
---------------------                                                     
Philip E. Mallott                                                         
Attorney-in-fact                                                          

13

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[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE] 

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Shareholders of                                   
Intimate Brands, Inc.                                                           

We have audited the accompanying consolidated balance sheets of Intimate Brands,
Inc. and Subsidiaries as of February 1, 1997 and February 3, 1996, and the      
related consolidated statements of income, shareholders' equity, and cash flows 
for each of the three fiscal years in the period ended February 1, 1997, which  
financial statements are included on pages 37 through 46 of the 1996 Annual     
Report to Shareholders of Intimate Brands, Inc. and incorporated by reference   
herein.  These financial statements are the responsibility of the Company'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 consolidated financial position of Intimate Brands,  
Inc. and Subsidiaries as of February 1, 1997 and February 3, 1996 and the       
consolidated results of their operations and their cash flows for each of the   
three fiscal years in the period ended February 1, 1997 in conformity with      
generally accepted accounting principles.                                       

                                            /s/ Coopers & Lybrand L.L.P.

                                        COOPERS & LYBRAND L.L.P.

Columbus, Ohio                                                                  
February 24, 1997                                                               

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EXHIBIT INDEX 
------------- 

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

11        Statement re Computation of Per Share Earnings.               

 13        Excerpts from the 1996 Annual Report to Shareholders, including
           "Financial Summary", "Management's Discussion and Analysis" and
"Financial Statements and Notes" on pages 30 - 46.  

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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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

	5/19/97	1	7	DEF 14A
Filed on:	4/30/97	12
	4/29/97	12
	4/14/97	11		DEF 14A
	3/28/97	1
	2/24/97	14
For Period End:	2/1/97	1	14
	2/3/96	2	14
	10/28/95	8	11
	10/25/95	10	11
	10/23/95	9
	6/1/95	9
	5/19/95	2
	5/16/95	2
	1/28/95	8
				List all Filings

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Filing Submission 0000950109-97-003384 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Intimate Brands Inc – ‘10-K’ for 2/1/97

As of: Wednesday, 4/30/97 · For: 2/1/97 · Accession #: 950109-97-3384 · File #: 1-13814

Annual Report — Form 10-KFiling Table of Contents

10-K — Intimate Brands Form 10-KDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K
Filing Table of Contents

10-K — Intimate Brands Form 10-K
Document Table of Contents