Ladies and gentlemen, thank you for standing by. Welcome to the Williams-Sonoma, Inc. Second Quarter 2012 Earnings Conference Call. [Operator Instructions] This conference is being recorded. I would like to turn the call over to Steve Nelson, Vice President of Investor Relations to discuss non-GAAP measures and forward-looking statements.

Good afternoon. This afternoon's call should be considered in conjunction with the press releases that we issued earlier today. Our earnings press release and this call contain non-GAAP financial measures that exclude the impact of unusual business events. These non-GAAP financial measures are provided to facilitate meaningful year-over-year comparisons. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and an explanation of why these non-GAAP financial measures are useful are discussed in Exhibit 1 and elsewhere in the earnings release. The forward-looking statements included in this morning -- this afternoon's call constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements address the financial condition, results of operations, business initiatives, trends, guidance, growth plans and prospects of the company in 2012 and beyond and are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Please refer to the company's current press releases and SEC filings, including the most recent 10-Q, for more information on these risks and uncertainties. The company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this call. I will now turn the conference call to Laura Alber, our President and Chief Executive Officer, to discuss our second quarter 2012 results and our outlook for Q3 and fiscal year 2012.

Thank you, Steve. Good afternoon, and thank you, all for joining us at our new time. On the call today are Pat Connolly, our Chief Marketing Officer, and Julie Whalen, our newly appointed Chief Financial Officer. I couldn't be more pleased to have Julie in her official role for this call. It's such an important appointment for us, and Julie brings a wealth of internal experience and has been an incredible partner to me. I know many of you have met her and have sent me very complimentary notes, and I look forward to all of you getting to know her better and to many years of success with her as our CFO. Today, we'll be discussing our second quarter 2012 results and our outlook for the third quarter and fiscal year. During the quarter, we delivered strong performance in revenues, operating margins and earnings per share. Diluted earnings per share grew 16% on net revenue growth of 7%, with comparable brand revenue growth accelerating from 5.4% in Q1 to 7.4% in Q2. Also during the quarter, e-commerce net revenues increased 14%. Most importantly, we drove this growth in revenue and earnings while simultaneously investing in our long-term growth initiative. All brands contributed to these results. Pottery Barn and West Elm again performed very well during the quarter. Pottery Barn Kids and Pottery Barn Teens both posted year-over-year increases, and Williams-Sonoma improved its revenue trend versus the prior quarter. This performance demonstrates to us that the strategies we are executing in each of our brands are working. As we outlined in the beginning of year, our growth long term is going to come from 3 areas: growing our core brands, new brands and global expansion. Foundational to our growth strategies are e-commerce and supply chain, and we continue to make…

Thank you, Laura, and good afternoon. For the quarter, net revenues increased 7% to $874 million, with 13% growth in the direct-to-customer channel and 4% comparable store sales growth in retail channel. Non-GAAP diluted earnings per share increased 16% to $0.43 per share, and non-GAAP operating margin at 8% matched the highest ever for the second quarter. As a result, our revenues, operating income and diluted earnings per share were a record for any non-holiday quarter, while we simultaneously invested in our future growth. Comparable brand revenues increased 7%, led by strong performance in Pottery Barn and West Elm. E-commerce revenues for the quarter increased 14%, driving direct-to-customer revenues to 47% of total company revenues versus 45% last year. Gross margins improved 40 basis points versus last year to 38.3%. This increase was driven by the leverage of fixed occupancy costs and was partially offset by lower selling margins, including increasing our shipping value to our customers. Selling margins on a sequential basis, however, increased 90 basis points from the first quarter, with the most significant improvement in the Williams-Sonoma brand. Occupancy expense was $124 million during the quarter versus $123 million last year. Non-GAAP SG&A increased 20 basis points versus last year to 30.2%, primarily driven by increased employment expenses, partially offset by greater advertising efficiency. Included in this increase in SG&A expense were the planned incremental investment to support our e-commerce, global expansion and business development growth strategy. I would now like to comment on our second quarter non-GAAP operating margin in each of our business segments. As mentioned earlier, total company non-GAAP operating margin at 8% matched our highest ever for the second quarter, a 30-basis-point increase in the direct-to-customer segment to 23% was offset by a 30-basis-point decrease in the retail segment to 8.4% and a…

[Operator Instructions] And we will take our first question from Matthew Fassler with Goldman Sachs.

My question relates to the shipping dynamic that you discussed. Where are we, I guess, in the evolution of free shipping as an offer across your brands? And if you think about the transition, presumably offering it to -- a greater array of offers, how far along are we towards what you expect the end game to be, both in terms of penetration within the business and impact on your margins?

Thanks, Matt. We use a variety of different promotions, as we've talked about before, to introduce the -- our customers to our brands and drive additional purchases. Free shipping is one of those promotions, and we have been running it, as we had planned to run it, this year. We do different things in different brands based on the dynamics in those brands, and we've seen a particular good response to running threshold shipping in Williams-Sonoma. It's really helped us increase conversion on branded goods, which tells us that when we improve the value, they'd rather buy the products from us. And so we've continued to run that promotion, as you probably all know, through this year. And the other thing that we've been able to do is that through the work we've done in supply chain, and I know we've talked about this a lot before, but all the costs the we've taken out and the improvements in quality and service to our customers, we've been able to reduce our costs and pass that along to our customers and reduce the income that we get from shipping. And so we are going to continue to do that, and our goal is to provide the finest shipping experience for our products and do so at a cost to the customer that they'd consider reasonable.

And we will take our next question from Peter Benedict with Robert Baird.

Nice to see the progress, obviously, at the Williams-Sonoma concept. Maybe, Laura, you can talk about kind of how you envision that playing out over the balance of the year, what's kind of implied in the guidance, a continued improvement in -- for the comparable brand revenue growth? And how about the selling margins? Are they envisioned to be actually up in the back half of the year through holiday?

In the beginning of this year, we shared with you what we believe would be the 3 key strategies to transform this business and to be not just on the defensive, but be on the offensive, because we know that our customer loves this brand. And every piece of research that we've done tells us that there's some things we can do but that we fundamentally have, still, such a powerful brand that really resonates with the customer, particularly for gift-giving. And so we've been executing against those strategies, the first thing, the product innovation and exclusive products, which is the cornerstone of the whole thing. And specifically, each quarter, we bring in more and more across categories. And last quarter, we told you that the first area that we could affect would be the tabletop, where the lead times are shorter, and we're on track, as we had predicted, with the business there. And we've also been working with our vendors and you've seen us launch new innovative products in-store that we are launching exclusively and really being right on trend with what is -- what customers are looking for, particularly in electrics. And so through the balance of this year, while very competitive to go through each one of them, we have substantial launches both in Q3 and Q4 that will continue to position Williams-Sonoma as the leader in cooking and entertaining and across a variety of product categories. The second piece of the program that we talked about was our marketing and, really, to help the customers understand better what we do and why the products that they're purchasing offer them a differentiated experience. And this is hand-in-hand with the training work that we're doing in our stores to better instruct our selling associates about why we…

And we'll take our next question from Matt McGinley from ISI Group.

From ISI Group. I have 2 questions on the expense you had in the quarter. You said that there is some additional SG&A expense that you had, and you originally guided to $15 million to $20 million of incremental expense in the year, did that -- was that more heavily weighted to the second quarter? Or how should we think about that gaining over the remainder of the year? And then on the capital spending, you're running pretty far below the original guidance you gave, and you maintain the $200 million to $220 million though only spent $70 million so far. Why are you running so far below plan right now, and what does that say about how -- where you could be by the end of the year?

Okay, great. I'll take that, this is Julie. First of all, let me frame that question strategically in terms of the power of our operating model. In addition to looking at our business by brand and seeing sequential improvement in our brand, I think what -- hopefully, everyone's starting to appreciate is the power of our operating model. So if we continue to grow at a higher percent of our business in the DTC channel, we can drive higher profitability while making investments in our business, and that is something that is really rare to us. There's no one else our size that has this kind of balance and flexibility in their model. So because, as you know, most retailers do not post 50% of their business in the direct channel. So through this model, we are able to both generate the improvements you're seeing today while investing in our growth strategies to provide financial returns in the future. This model has allowed us to invest in new brands. We have a new brand that's going to be launched in early November, new lines of business, PD Dorm, agrarian, et cetera, with more to come; new product partnerships, we just announced Starbucks and Burton; the development of more proprietary products in our Williams-Sonoma business; and, finally, our global expansion, which we just announced earlier today that we have accelerated. So all of this progress is extremely exciting and, again, only possible because of the power of our operating model. So to answer your question, what we're trying to strategically do, is to double our business. And there's going to be incremental spend ahead of the revenues to do that. And the fact that we've been able to fund this while still being profitability at record levels is really exciting for us. So what we are trying to hope is that we can get people focused less on the $15 million to $20 million and how that plays out and be more committed to looking at us delivering the full year on the operating margin line as we continue to grow this business and, again, try to double it in the future in the next 10 years. As far as capital spending, we are tracking to our range of $200 million to $220 million. As we mentioned, we absorbed the additional construction costs associated with Australia. So it's just the timing of when the actual spend for capital spending will occur, but we do believe that we will actually be somewhere towards the high end of that range.

Our next question comes from Joe Feldman with Telsey Advisory.

We wanted to ask, what is, I guess, your biggest limiting factor in getting West Elm rolled out more quickly? I know we've talked about in the past, but I just kind of want to get an update of what you're seeing in the real estate front? And if I could sneak one more just sort of housekeeping one in, just was curious how much Rejuvenation actually added. I know you called it out in the press release as helping to drive DTC.

Joe, we feel very good about our growth in West Elm. Last year, we told you we are going to be very sure about our retail model before we open stores, and so we're just now -- this is the quarter where we opened 5 stores. We're just going to -- you're going to see us open more now than we had in the beginning of the year and more than we had opened last year. But we really think it's the prudent thing to do. I mean, you want to really understand how stores perform in multi-store markets and how much more you can drive in direct and how big the assortment can be. And so we -- there's no real reason to push it, and we're growing very fast as we speak. We feel very good about it and we want to do it with customer in mind, do a great job and keep the artistic bent to the brand and not miss a beat. So there's nothing gating it. It's -- I think it's -- could we find a few more stores here and there that would add to it? Yes, probably. We are aggressively looking for stores, and we have great stores lined up for the balance of this year, as I had mentioned, and we're going to be able to see how they perform and use that to even more specifically refine the roadmap to more store openings. The second question about Rejuvenation, small. The point is that you just -- the volume goes into the DTC side, but it's a small number.

And our next question comes from Budd Bugatch with Raymond James.

My question really relates to the guidance for the year and how to think about the mix between gross margin and SG&A given the fact that you are investing in the new -- in the initiatives and the fact that you're also attempting to developing more proprietary products. So how do we compare -- what do we think about the comparisons of that in the third and the fourth quarter, gross margin versus last year where you ran into some issues in the fourth quarter? How should we think about that numerically? And what can you specifically tell us about the way -- what's constructed inside the guidance?

Okay, I'll take that, Budd. Obviously, as you guys know, we don't provide guidance on the gross margin SG&A line, but there's a couple of things I think you can think about to put it all together. One, gross margin, we've been saying, has been sequentially improving. Two, I would say that from an SG&A perspective, obviously, the impact of the investments that we talked to you guys about at the beginning of the year that are flowing through have less of an impact on Q3 and Q4 because our revenues are substantially higher. So -- and then we told you today that there's a $0.02 impact related to Australia that was completely unplanned. But we want to make sure everyone's grounded on the fact that we're obviously very confident in the guidance we put out that we're confident in our ability to -- our strategy is to the back of the year, but there's still a lot of uncertainties out there. We've got an election in a couple of months, we've got status of the global economy, so we don't want to get ahead of ourselves. So when you add that plus our investments and, again, the $0.02 weighted share effect in the full year, we think we're in the right spot.

And our next question is from David Magee with SunTrust Robinson Humphrey.

I just had a question regarding the move into Australia. I'm curious what you're thinking was behind using company-owned stores versus franchised, and how much you go from there to other countries?

Sure. Thanks, David. Australia is -- we're so excited that this is the first place we're going. We know a lot about Australia through our 51 venture, and it ranks very high also on our affinity matrix for evaluating global opportunities. We know that the cultural attributes are very similar to ours. It's an entertaining, cooking and gift-giving culture. There are large homes, our aesthetic is already popular there. There's limited competition. They love to cook, and, as I said, it's the strongest market for our DTC business outside of North America. And we also -- as we look at the world and where the economics are, Australia has the 14th-highest GDP per capita in the world and their economy grew at an average rate of 3.6% for over 15 years. And so we feel that there's a lot of things that came together very well. And we found the right location. We're opening a store across the street from a shopping center that has the second-highest volume of any shopping center in the southern hemisphere. So it's very exciting that we found the spot, and the math works, and it meets the same hurdle rates that we have set for ourselves domestically. It's the same language. I mean, it's -- I would guess that it's probably going be easier for us to do this than even our venture into the Middle East, where there were so many changes, and we've done that very successfully. So all added up to makes absolute sense, we should do it ourselves. I made the joke, we wouldn't franchise Texas. And there's a lot of places out there that we can own and operate our own business and make great profits there at the same time. So we also are just -- we're just thrilled to have this be our first market for all the reasons we talked about, and success is going be determined by the customer experience but also the achievement of our financial targets that we've set for ourselves.

And we'll take our next question from Kate McShane, Citi Research.

I wondered, Laura, if you could comment at all about the overall pricing environment in the Williams -- for the Williams-Sonoma banner. Certainly, all the company-specific and merchandising changes you are making is making a big difference, but wondered if that has gotten any help here? And also wanted to see if you could comment at all on your response to your Halloween mini-catalog, because I know you've said in the past that that's always a very good -- the response to it is always a very good indication of how the Christmas holiday season will be.

Yes, I would just say you should order the costumes now if you want to get some. On the overall promotional environment, we've been saying all along that it's clear the customers are looking for quality, it's clear they're looking for value, and the retailers with compelling differentiated assortments are thriving, and great in-store experience and better product is what makes the difference, and building our brands is the most competitive thing that we can do. And what makes them come back to us is the product, the value and the experience, and we believe this is our long-term competitive advantage. And we have a culture of continuous improvement, and we have developed a strategy that's planned, it's measured, and we're seeing good response, and we're going to have promotions. We learned a lot from the promotions we ran last year. We're running much more effective promotions, both from a customer perspective but also from a profit perspective, and you're going to see us execute that this holiday season, and we're pleased with where we are. In terms of -- I think that was the 2 questions. In terms of what we're seeing in the broader competitive environment, I'm going to let Pat say a few words about the broader competitive environment and particularly the online environment.

Well, thanks, Laura. And thanks for the question, Kate. I think the question you're really asking is we compete against such a broad range of companies. How do we think about competition, and why do we believe that we will continue to capture market share both in North America and around the world as we start to expand? What we've done is we've come to believe we are at the intersection of lifestyle merchandising and analytics, and we'll compete against the commodity players with superior lifestyle merchandising, and we'll win against other lifestyle companies with superior analytics. As we said before, year after year, when Americans are asked, "What one thing says the most about you?" The #1 answer is, "The home I live in." And this the consumer that we're marketing to, and luckily, there a lot of them. And this consumers aspires to enhance their home as a reflection of who they are. They want ideas and inspiration, they want confidence. They're not commodity shoppers. And we attract this customer with our lifestyle merchandising from our edited and original point of view in our products to how they are shown in the stores, in our catalogs and online. And I don't think anyone does it the way we do. And we combine that with superior analytics and this database built on 30 years of a direct heritage. We have 50 million households in our database that have purchased from us. Every month, we know the name and address of the retail customers that represent 75% of our sales. I don't think anyone else has that. And I think that's why we're gaining market share and why we believe that we are continuing to do so.

And we'll take our next question from Laura Champine with Canaccord.

This is Jason Smith. I'm on the line for Laura today. I just want to ask if you could maybe give us a little bit more color about how you view inventory levels for the second half of the year?

Sure, I'll take that. This is Julie. First of all, I think it's important to know that we're feeling very good about the health of our inventory. And we are basically back in stock from our -- the issue we had from last quarter. But you should know that our largest inventory increases are supporting our biggest growth drivers, and we are going to be investing in inventory. It's the right thing to do. We're carrying our base inventories way too low, and we are preparing our brands to be ready for Q4 in the beginning of 2013. So the reality is, there is -- what we're finding is there is no way to beat the sales unless you buy the merchandise. So right now, given what we're seeing in our underlying business trends in our global expansion, we need more inventory, and you'll see that to continue to happen throughout the year.

And we'll take our next question from Brian Nagel with Oppenheimer.

The question I wanted to ask is on gross margins, and I know others have touched on it, too. But if you look at yet a nice gross margin increase here in the second quarter, and it showed a pretty significant reversal from what we've seen over the last couple quarters. You mentioned the exclusive products, so I wondering if you could maybe drill down a little further to say the various -- if you could break down for us how should we be thinking about the gross margin gain we saw here in Q2 by components and maybe -- and describe the magnitude of each?

Okay, this is Julie. I'll start and then pass it to Laura to follow up on it. But I think the couple things we want to make sure we get out is that we saw a sequential improvement. So, yes, year-over-year, the margins are down, but we saw a sequential improvement even from year end through Q1 through to Q2, and the biggest improvement was in the Williams-Sonoma brand. And in fact, in Williams-Sonoma, our product margin was up year-over-year. So I think Williams-Sonoma is one of the key drivers, and in fact, it's across just about every brand. Laura, do you want to add a little more detail on that?

Just in the selling margins world, there's so many different things that we did to achieve these results. It's everything from mix to selling, through fashion, to the way we handle the goods, packaging, the exclusive products that we developed, which has a higher margin, versus product that we buy and then a big one is having gone through the promotional environment last year really understanding which promotions drive what and being smarter about how we run promotion.

Great. And then if I could just follow up with more of, I guess, a broad-based question. But when we look at the environment, there's been, I think, mixed signals out there in the overall consumer environment. You guys clearly had good results today. How much -- as you think about the sales acceleration you saw in the second quarter, I understand you have a lot going on at your company, but how much do you think that reflects an overall improving consumer environment here lately?

We're talking about Q2, so there was a lot of mixed consumer results during that quarter and I think we've recently gotten a few better pieces of news out there. Our focus is on really developing strategies to fuel our growth over the long term, and the foundation of that is our operating model, our culture of analytics and product innovation. And we've been at it for a while as we have a very specific plan, and we also have the flexibility to change. We listen to our customers. We stay hungry, we're humble and we're always looking for opportunities. We always want to have you tell us where we can do something better and improve our customer experience. And I think when you take all that together, both the attitude of the management team here and the people and the financial disciplines we have and then, as I said, the culture of analytics, the product innovation, our entrepreneurship, which is one of our core competencies, it's -- it all adds up to better results than our competition is getting.

And we'll take our next question from Alan Rifkin with Barclays.

Laura, you mentioned that you'll be the first retailer to launch the Verismo platform. I was wondering if you could give a little bit more color with respect to that product, namely how long will your exclusivity be for? And how many SKUs are we talking about with respect to the machines versus the K-Cups? And I have a follow-up, if you don't mind.

Yes, I gave you as much information as I can. We're very excited about the launch. Starbucks has been a great partner of ours. And the cup of coffee that it makes is fantastic, the milk pods, all the convenience of it. And we're thrilled to be in partnership with them.

Okay. And then you also mentioned you're happy with the internal targets that you've met on the Williams-Sonoma side of the business but continuing to develop exclusive and proprietary products. If those -- if the development continues to hit your plan, whatever that may be, and I know that in the past, you've said that branded product is slightly less than 50%, what can we expect in terms of the revenue mix at the Williams-Sonoma division between branded and proprietary product, let's say, at the end of this year or the end of next year?

Well, there's a lot of different ways to look at that. There is how many you offer, there's how much you sell. And the reason we've had an approach that lasts more than a quarter is to really make sure that we are doing what's right and not just doing something for the sake of change, because our customer tells us that they're so pleased with the brand. It's not a brand that has a customer satisfaction issue. It's one they love, and we -- and so we have then measured about what we're changing, and I would say that if were to give you an answer today, I think it would be -- I think we'd be ahead of ourselves. We have a lot more to do. We're introducing and we're happy with what we're seeing in the areas that we've talked about and we will keep you absolutely posted as we go. We're here because people have watched our success, and there's been a lot of competition, so we have to play this one a little closer to the vest than we did in the past, because we don't want to share our strategies to our competitors. I hope you can understand that.

And we'll take our next question from Brad Thomas with KeyBanc Capital Markets.

I wanted to just follow up on some of the previous questions about margins but maybe step back a little bit and look out over the next few years. Obviously, when we look at this year, there's some specific investments that you called out. The guidance for this year, operating margin to be up slightly to down slightly. As we look at the next few years and recognize there's still a cyclical opportunity, but by the same token, the company will have some areas it's investing. How are you thinking about the margin opportunities over the next few years?

This is Julie. Brad, obviously, the goal is to improve the margin. I mean, I clearly would like to get back to at least last year's level, if not improve it further, but we do believe that there's sort of a new reality out there with from the promotional environment that we're continuing to perfect. As Laura mentioned, we are getting better and better at that, and I think that's one of the key strategies that we're going to have in place relative to our peers. So the goal is to get back to last year's levels or higher but full well knowing it's going be a harder environment to make that happen.

We'll take our next question from Marni Shapiro. This will be our last question.

I have a very -- you talked a little bit about being more in stock in inventory, and I was curious if that was across the brands or -- I'm noticing as I prowl through the stores and the Internet, West Elm seems particularly back-ordered in a lot of spots. And I'm just curious if it was a little bit more specific to West Elm? And are you taking this point of view specifically at a West Elm or a Williams-Sonoma looking ahead to the holiday season, where, obviously, a backorder is a bigger issue because you might not have the patience to wait given the deadline of a holiday?

Marni, this is Julie. I'll take that. Actually, we are investing across all of our brands. We are really beginning to realize, and especially in light of last quarter and the trends we're seeing and the analysis that we've done, that being in stock is critical. And so oftentimes, you can not be in stock and it comes later, but sometimes, you lose a sale. So it's really critical for us to be in stock across all of our brands, so I wouldn't say there's any particular brand that we're investing more in than the others.

Fantastic. And then if you think about the holiday season, have you guys upped the ante on the gifting? I know you've continued to do this over the last years, but I wasn't sure if you guys were happy with the mix last holiday or you'll continue to push the pedal on that.

I think there's always opportunity. And we checked it once, checked it twice, we check it every week. We've reviewed these by -- we use every piece of data that we have in our current selling, whether it's a Halloween costume or food selling, to make adjustments, and we're good at flexing the inventory. You've seen us do it before, so we're changing some things. And we're reviewing photography for the holiday season, and we're very pleased with what we're seeing there, and then we make our investments and make changes based on what we see, and we're setting up our floor sets, and so it's a really big focus of all the teams right now. And we're doing exactly what you are alluding to, which is we're getting -- we're all very focused on this gifting opportunity. And we know that our brands are top of mind for gifts. And we think we can do an even better job this year than we have in the past.

And that concludes our question-and-answer session for today. I'll now turn the conference back over to Ms. Alber for additional and closing remarks.

Thank you all for joining us this afternoon. We really appreciate your time and interest and continued support, and we will speak with you again next quarter.

Thank you. And that does conclude our conference for today. We thank you for your participation. You may now disconnect.