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Executives

Amie Preston -

Stuart B. Burgdoerfer - Chief Financial Officer, Principal Accounting Officer and Executive Vice President

Sharen Jester Turney - Chief Executive Officer of Victoria's Secret Megabrand & Intimate Apparel and President of Victoria's Secret Megabrand & Intimate Apparel

Nicholas Coe - Chief Executive Officer

Martyn R. Redgrave - Chief Administrative Officer and Executive Vice President

Analysts

Jennifer M. Davis - Lazard Capital Markets LLC, Research Division

Omar Saad - ISI Group Inc., Research Division

Stacy W. Pak - Barclays Capital, Research Division

Kimberly C. Greenberger - Morgan Stanley, Research Division

Jeffrey S. Stein - Northcoast Research

John D. Kernan - Cowen and Company, LLC, Research Division

Jennifer Black

Roxanne Meyer - UBS Investment Bank, Research Division

Janet Kloppenburg

Paul Lejuez - Nomura Securities Co. Ltd., Research Division

Jeff Black - Citigroup Inc, Research Division

Barbara Wyckoff - Credit Agricole Securities (USA) Inc., Research Division

Michelle Tan - Goldman Sachs Group Inc., Research Division

Ike Boruchow

Dana Lauren Telsey - Telsey Advisory Group LLC

Limited Brands (LTD) Q4 2012 Earnings Call February 23, 2012 9:00 AM ET

Operator

Good morning. My name is Jennifer, and I will be your conference operator today. At this time, I would like to welcome everyone to the fourth quarter year-end 2011 earnings call. [Operator Instructions] At this time, I will turn the call over to Ms. Preston, Chief Investor Relations Officer. Please go ahead.

Amie Preston

Thank you. Good morning, everyone. As a matter of formality, I need to remind you that any forward-looking statements we may make today are subject to our Safe Harbor statement found in our SEC filings. Our fourth quarter earnings release and related financial information, including any non-GAAP or adjusted financial reconciliation tables, are available on our website, limitedbrands.com. Also available on our website is an investor presentation, which we will be referring to during this call. The call is being taped and can be replayed by dialing 1 (866) NEWS-LTD. You can also listen to an audio replay from our website.

Stuart Burgdoerfer, EVP and CFO; Sharen Turney, CEO, Victoria's Secret; Nick Coe, CEO, Bath & Body Works; Andrew Meslow, Chief Administrative Officer, Bath & Body Works; and Martyn Redgrave, EVP and Chief Administrative Officer are all joining us today. After our prepared comments, we will be available to take your questions for as long as time permits. [Operator Instructions]

Thanks, and now I'll turn the call over to Stuart.

Stuart B. Burgdoerfer

Thanks, Amie, and good morning, everyone. Fourth quarter adjusted earnings per share increased 19% to $1.50 per share versus $1.26 last year and were at record levels. Our reported result was $1.17 per share versus $1.36 last year. The sale of the third-party apparel sourcing business negatively impacted this year's fourth quarter by about $0.03. Both this and last year's reported results include significant items as detailed in our press release.

This year's reported fourth quarter results include the following: a pretax gain of $110.8 million or $0.32 per share related to the sale of our third-party apparel sourcing business; a pretax, principally noncash charge of $256.1 million or $0.74 per share related to intangible asset impairment and restructuring charges, including store closures at La Senza. The intangible asset impairment charge is to reduce the value of La Senza goodwill and other intangible assets in accordance with applicable accounting principles. Martyn Redgrave will talk about the store closures and restructuring charges later.

And the last 2011 significant item is a tax benefit of $28.4 million or $0.09 per share related to certain discrete tax matters. I won't repeat the 2010 significant items, which are detailed in our press release. All results discussed on this call exclude these significant items. You may have also noticed from the materials that we had reclassified La Senza's results from the Victoria's Secret segment to the Other segment. This presentation groups La Senza with our other international businesses.

So now to take you through the fourth quarter results as detailed on Page 4 of the presentation. Net sales were $3.515 billion versus $3.456 billion last year and comps increased 7%. Total sales were negatively impacted by the sale of the third-party apparel sourcing business by about $225 million. The gross margin rate increased 210 basis points to 43.9%. The sale of the sourcing business benefited our gross margin rate by about 250 basis points. Absent this impact, our gross margin rate would have been down about 40 basis points, as leverage and buying and occupancy expense of just over 100 basis points did not fully offset a decline in the merchandise margin rate. Our fourth quarter merchandise margin rate was negatively impacted by expected increased costs. Additionally, we were more promotional than initially anticipated, principally at Victoria's Secret Direct. The SG&A rate increased by 40 basis points due to the impact of the sourcing business sale. Absent this impact, the SG&A rate would've leveraged by about 110 basis points.

Turning to operating income on Page 5. Total operating income increased $73 million to $786.5 million or 22.4% of sales. Excluding the negative impact of the sourcing business sale, operating income dollars increased 12%.

Turning to our full year results on Page 6. Excluding the significant items described in our press release, earnings per share increased 26% to $2.60 versus $2.06 last year. Our operating income and earnings per share results were both records for the company. Net sales increased 8% to $10.364 billion and comps increased 10%. The gross margin rate increased 150 basis points to 39.3%, and was positively impacted by the sourcing business sale by about 70 basis points. Again, absent this impact, the gross margin rate would've increased 80 basis points as buying and occupancy leverage more than offset a slight decline in the merchandise margin rate. The SG&A rate was flat to last year at 24.4%, and was negatively impacted by the sourcing business sale by about 50 basis points.

Page 7 of the presentation details our full year operating income results. The full year operating income rate was 14.9%, and as we discussed with you in October, we are focused on achieving a high teens operating income rate over time. The operating income rate improved by 160 basis points driven by improvements in all 3 segments.

I know there is ongoing interest in the drivers of results in the other segment, so I'd like to provide some additional clarity. The other segment consist of our sourcing function, Mast Global, Henri Bendel, corporate overhead and all of our international operations now, including La Senza. For the full year, other segment revenue consisted of the following: Apparel sourcing sales to third parties were $707 million; La Senza sales were $414.9 million, up 4% to last year driven by growth in the international franchise business. Canadian store comps decreased 2%.

Sales from our Bath & Body Works and Victoria's Secret stores in Canada totaled roughly $265 million, and increased by about $100 million versus last year driven by new store openings. Revenue from our international wholesale and franchise business, including our Victoria's Secret Beauty & Accessories stores and our Bath & Body Works franchise stores was about $120 million, and increased by approximately 50% over last year. And finally, our Henri Bendel business recorded sales of about $60 million, which was about 20% above last year.

The other segment operating loss is driven by corporate overhead expense and a loss from our Henri Bendel business, which is partially offset by operating income from Mast and our international business. The improvement in the 2011 other segment operating loss of $20.9 million was driven by increased profitability at Mast and growth in the international business.

Turning to the balance sheet on Page 8. Retail inventories per square foot at cost ended the quarter flat versus last year. We ended the year with $3.5 billion in total debt and $935 million in cash. As you know, we also issued $1 billion of 5 5/8% 10-year notes at the beginning of this month. Free cash flow in 2011 was $840 million. 2011 capital expenditures totaled $426 million. We repurchased 2.9 million shares of stock in the fourth quarter for $117.9 million. We completed our previously announced $250 million share repurchase program in the first quarter of 2012, and the board has just authorized a new $500 million program. In 2011, we returned over $2.3 billion to shareholders through share repurchases, special dividends and our ongoing regular dividend. We also just announced a 25% increase in our regular dividend to $1 per share.

Turning to Page 11 of the presentation for our forecast for 2012. We expect earnings per share between $0.35 and $0.40 in the first quarter against last year's adjusted $0.40 result. There are a number of factors which are pressuring our first quarter results. First, the first quarter is negatively impacted by $0.02 from the sourcing business sale and by about $0.04 from increased interest expense. Additionally, we expect that we will continue to incur costs related to the restructuring of the La Senza business such as relocation and transition-related personnel and travel cost in the first quarter. We will also be investing to support the growth of our business internationally, and these investments will precede the realization of sales and profits. The opening of the Victoria's Secret flagship store in London is an example of this.

Our first quarter earnings result forecast reflects a low- to mid-single digit comp increase, which reflects an updated February comp forecast of up mid- to high-single digits. We expect the first quarter gross margin rates to be up significantly as the sale of the sourcing business will benefit our gross margin rate by approximately 350 basis points. Absent this impact, we expect the gross margin rate to be down, negatively impacted by cost increases. We expect the first quarter SG&A to increase significantly driven by a negative impact related to the sourcing business sale of about 250 basis points. Again, excluding this impact, the SG&A rate would increase slightly as a result of investments that we are making to support the growth in the business such as the investments in international that I mentioned earlier.

We expect nonoperating expense in the first quarter to be about $75 million versus $55 million last year. The increase is driven by interest expense related to the new bond offering. We expect to end the first quarter with inventory per square foot up mid-single digits to last year. For the full year, we're projecting positive comps of between 2% and 4%. We expect our gross margin rate to be up significantly, positively impacted by the sourcing business sale by about 250 basis points. Again excluding this impact, our gross margin rate would still be up for the year driven by a slight increase in the merchandise margin rate, which is weighted to the back half of the year and a slight improvement in the buying and occupancy expense rate.

We expect the full year SG&A expense rate to be up, negatively impacted by the sourcing business sale by about 170 basis points. Absent this impact, we expect the SG&A rate to be flat to up slightly. Nonoperating expenses are projected at about $310 million, consisting principally of interest expense. Before any discrete items, our tax rate will be approximately 38%. We're forecasting weighted average shares of about 301 million in the first quarter, 298 million for the full year.

I know there are a lot of moving parts in our outlook, so I'd like to summarize some key points for you. First, the sourcing business negatively impacts full year 2012 earnings by about $0.07. Incremental interest expense, primarily driven by the new bond issuance, negatively impacts 2012 earnings by about $0.13. And due to the recency of this issuance, we believe that the incremental interest expense is probably not in many of the current Street estimates.

The higher 2012 income tax rate versus 2011 actual negatively impacts earnings by about $0.03, and the benefit of the lower share count driven by a lower starting share count and assumed repurchase activity of $650 million in 2012 is approximately $0.14. And the extra week in 2012 will benefit earnings by about $0.07. The total of all these factors is a $0.02 negative impact to 2012 earnings. Assuming all of these inputs, we expect adjusted earnings per share for the full year 2012 to be between $2.60 per share and $2.80 per share.

We're projecting 2012 CapEx of about between $575 million and $625 million. The increase in CapEx versus last year is attributable to increased real estate investment for Victoria's Secret in the United States. Our investment in remodeling stores and expanding square footage is increasing to allow us to properly size and position our Lingerie, our PINK, our Beauty and other assortments. We will also be opening about 20 PINK freestanding locations. As we have previously mentioned, less than 10% of our Victoria's Secret locations have the full PINK assortment and there is significant growth opportunity in our Lingerie, Beauty and other categories as well.

As detailed on Page 13 of the presentation, we plan to open roughly 50 stores this year and close roughly 90 stores, including 42 at La Senza. While we'll end the year with total square footage roughly flat to last year, it's important to note that the square footage that we're adding is significantly more productive than the square footage associated with closed stores.

Turning to liquidity. We expect free cash flow in 2012 of between $600 million and $700 million, which reflects the planned increase in capital spending. We remain committed to returning excess cash to shareholders through a combination of share repurchases and dividends. Our free cash flow and cash position, along with additional availability under our revolving credit facility result in very strong liquidity, which is more than sufficient to fund our working capital, capital expenditures, dividends and any other foreseeable needs. Thanks.

And now I'll turn the discussion over to Sharen.

Sharen Jester Turney

Thank you, Stuart, and good morning, everyone. Victoria's Secret earned record fourth quarter and full year profit in fiscal 2011. In the fourth quarter, total Victoria's Secret segment sales increased 10% to $2.091 billion and operating income increased 12% to $446.8 million, 21.4% of sales. For the year, total segment sales increased 11% to $6.121 billion and operating income increased 22% to $1.081 billion, 17.7% of sales.

We are very pleased with this result and are confident that the keys to our success are the priorities that we have been focused on all year. These priorities are first and foremost our focus on our core category, bras and panties, coupled with a much higher emphasis on getting faster and more agile. Second, we are approaching the business with optimism and we will manage inventory and expenses in a balanced way. And third is bringing all our work together in a well-told brand story across channels and telling that story through innovative products, steady newness with the right fashion and outstanding in-store execution. I'll begin my remarks this morning with a review of fourth quarter performance at both Victoria's Secret channels, followed by a brief recap of the full year and will then turn to a discussion of how we're thinking about the business as we head into the first quarter of 2012.

Our fourth quarter results are detailed on Page 15 of the presentation. In the Victoria's Secret stores channel, fourth quarter comps were up 12%, with total sales increasing to 13% to $1.57 billion. This is on top of our 15% comp performance last year. This result was driven by strength across the assortment as customers continued to respond favorably to our new, fresh and fashion-right offerings.

We remained agile on inventory, chasing into winners, replacing strategic set in a controlled manner. The third quarter was marked with strength across our -- the quarter, excuse me, was marked with strength across our core assortments from bras and panties to PINK loungewear. In addition, a key enabler to our top line performance has been our in-store execution and we again achieved record customer conversion for the quarter. This is the 10th consecutive quarter in which we have achieved record conversion.

While our fourth quarter merchandise margin rate was down versus last year, driven by expected cost pressures in PINK and strong response to our gift with purchase programs, our merchandise margin dollars were up. Additionally, we were pleased with our ability to avoid unplanned promotional activity during the holiday season. Our fourth quarter operating profit rate was up, as we offset the merchandise margin rate decline with expense leverage. Operating income dollars were up over 20% to last year.

Now moving to our fourth quarter results at Direct. In the Victoria's Secret Direct channel, fourth quarter sales were up 3% increasing to $519 million. This result was driven by strength in PINK, panties and knit clothing. The fourth quarter merchandise margin rate was down significantly versus last year driven by cost pressures, increased promotional holiday period and a deeper pricing in the January sale. With decline in the merchandise margin, operating income dollars and rate in the Direct channel declined year-over-year. This disappointing result was largely caused by the poor performance of key holiday categories, especially sweaters and boots, and resorting to a higher-level promotion than we probably needed in reaction to the first 2 weeks of December.

Turning to our full year results on Page 16, Victoria's Secret store comps increased 14% with 2-year comps of 28%, and the total sales increase of 14%, with total sales increasing to $4.6 billion. While the merchandise margin rate was down versus last year, operating margin was up to last year and operating income was up nearly 30%. At Victoria's Secret Direct, sales increased 4% to $1.6 billion. The merchandise rate was down slightly, but with expense leverage, our operating margin increased and operating income increased roughly 10%. We believe the frequent innovation we delivered throughout 2011 drove results. We remain focused on the core and fundamentals and we stayed balanced in our approach.

Looking ahead to the first quarter, we will remain focused on our core categories of bras and panties, on our balance between optimism and conservatism in our approach to the business and on our brand stories, innovative product, steady newness with the right fashion and outstanding in-store experiences. Our inventories are positioned to maximize our business, and our expenses are planned and prioritized appropriately, so that we can correctly invest where we believe we can improve our customer connection and our profitability.

In closing, we are pleased with our performance and our position but we still see opportunity to do better. We will continue to focus on executing with discipline, simplicity and speed. And of course, staying close to our customers and driving profitable growth will continue to be our top priorities.

Thanks. And now, I'll turn the discussion over to Nick.

Nicholas Coe

Thank you, Sharen, and good morning, everyone. At Bath & Body Works, we delivered sales and operating income growth versus last year's strong performance in the fourth quarter. We continue to deliver improved results by maintaining focus on 3 key categories: our Signature Collection product line, the antibac soap and sanitizer business and our home fragrance assortment. The customer also responded well to increased presence of seasonally relevant fragrances and forms.

Performance improved versus last year in our Signature Collection driven by our holiday collections, the launch of our new Signature Collection fragrance, Be Enchanted, as well as the continued success of Paris Amour that we launched earlier in the year. The anti-bac business delivered growth in our soaps and PocketBac collections and holiday fragrances and forms. Our home fragrance performance continued to be driven by candles in new and seasonal fragrances, as well as growth in new forms and novelty in our diffuser and some portable categories. The strong performance of our key categories was partially offset by the gift set business that was down to last year. We will continue to review the gift set business as we look to redefine our gifting strategy next year.

January comps were down to last year driven by performance of semiannual sale. Semiannual sale performance was driven by lower inventories and the decision not to buy into inventory in discontinued fragrances. In the fourth quarter, transactions were up versus last year driven by traffic and continued improvement in our conversion rate.

So with that said, let me take you through the financial results for the quarter, as detailed on Page 17 of the presentation. Bath & Body Works fourth quarter comps were up 3%. Total sales for the quarter were $1.1 billion, up 4% or $47 million versus last year. For the quarter, our operating income was $348 million, up $18 million or 5% from last year. Operating income as a percent of sales was 31% in the quarter and flat to last year. Gross margin rate in the quarter was down to last year. The merchandise margin rate declined but was partially offset by leverage on buying and occupancy expenses.

The decline in the merchandise margin rate was driven primarily by cost increases and promotional activity. SG&A expenses leveraged versus last year. The BBW Direct channel also delivered strong sales and operating income growth versus last year. We finished the quarter with inventory levels down to last year. We continued to drive our inventories down year-over-year, while maintaining our high in-stock positions.

Turning to fiscal 2011 on Page 18. Operating income was $513 million, up $49 million or 11% versus last year. Operating income as a percentage of sales was 19.2%, up 80 basis points to last year, driven primarily by leverage on our SG&A expenses. Looking ahead to the first quarter, we continue to introduce newness and innovation in both form and fragrance. This month, we launched our newest Signature Collection fragrance, Pink Chiffon, in all forms. In addition, we introduced our new Signature Collection fine fragrance mist in over 20 fragrances.

We're excited about the assortments and we'll continue to manage expenses and inventory conservatively. Our overall focus continues to be about getting faster and better understanding of satisfying our customers' needs, while providing them with a world-class in-store experience. In addition to focusing on product and fragrance launches, we will continue to test and read results of new product offerings and promotional strategies, while maintaining flexibility in our inventory to react quickly to our customers' preferences.

With that, I'll turn the discussion over to Martyn.

Martyn R. Redgrave

Thanks, Nick, and good morning, everyone. My comments this morning will focus on an update on our international businesses. We said many times before, we believe our opportunity for our international growth is significant given the leadership position and awareness of our brands and the success we've seen from our early efforts.

We continue to approach our international expansion with a methodical rollout and a test-and-learn philosophy. We want to ensure that we have the infrastructure in place to deliver an excellent brand experience to customers around the world. This effort is being led by a totally separate management team in order to minimize distractions for the leaders of our domestic businesses. As we noted in our update meeting, we don't anticipate that our international business will be a significant driver of profit growth in the near term, as we continue to invest in talent and infrastructure to support our future growth. As shown on Page 14 of the presentation, we opened 90 net new stores in 2011, and plan to open a net of around 115 new stores in 2012.

Now taking a look at each of the businesses, let's start with Victoria's Secret. In 2011, we opened 7 Victoria's Secret full assortment stores and 1 PINK store in Canada, bringing the total in Canada to 11 Victoria's Secret stores and 8 PINK stores. These stores continue to do very well and we plan to open another 7 locations in 2012. We also continue to be on track to open our Bond Street store and a second mall-based store in London this summer. As Stuart mentioned, the costs associated with these store openings will pressure our first half product earnings. We also plan to open 3 mall-based full assortment stores in the Middle East under our partnership with Alshaya in late 2012.

Our partners opened 40 Victoria's Secret Beauty and Accessory stores in 2011, bringing the total to 57 stores at the end of the year. Our partners plan to open another 75 stores in 2012 for a total of 132 stores at year end. Sales productivity in these stores continued to be very impressive. So in summary, all of our Victoria's Secret stores outside of the United States continue to perform very well and we are very enthusiastic about the global growth opportunities for this brand.

Now turning to BBW, we opened 10 stores in Canada this year, bringing our total to 69. These stores continue to achieve sales volumes well above our U.S. averages and we plan to open another 3 stores in 2012. We opened 12 BBW stores through our partnership with Alshaya in the Middle East in 2011, bringing the total to 18. These stores also continued to do very well. Our partners will open another 32 BBW stores in the Middle East, Turkey, Poland and Russia in 2012.

Turning to La Senza, you will recall that this brand operates through company-owned stores in Canada and under a franchise partnership model in the rest of the world. Although the business is not significant to our overall results, our Canadian business has been slower to turnaround than we would've liked, and is being impacted in part by a very challenging Canadian retail environment. La Senza's comparable store sales in Canada decreased 3% in the quarter. The La Senza International business has been strong, with retail sales up significantly in the quarter. Our partners opened 49 stores in 2011. Total La Senza adjusted operating income improved in the quarter to a bit better than breakeven results.

In the fourth quarter, we took a number of actions to continue our efforts to reposition the brand globally and improve results. In Canada, we are in the process of closing about 40 stores at the beginning of this year, in addition to the others that we closed in 2011. These stores were oversized or in poor locations and we expect a significant amount of their volume will transfer to our other locations. We did incur a cash charge to exit these stores, which is part of the adjusted item that Stuart mentioned earlier. We believe this is an important step in the rightsizing of our La Senza fleet in Canada. We also made the decision to move a number of the remaining La Senza support positions from Canada to Columbus. And the La Senza charge also includes the cost of this restructuring.

In connection with the restructuring of the La Senza business in the United Kingdom and Western Europe, our franchise partner, Alshaya, acquired 16 of the U.K. La Senza stores. We're pleased to be working with Alshaya to convert these stores to the current merchandise assortment and store design. Our franchise partners plan to open another 45 stores in 2012 and these stores, along with the 16 U.K. Alshaya stores will result in a total of approximately 385 La Senza franchise stores opened by the end of 2012. Most important of all, we continue to be very encouraged by the repositioning work we are engaged in. We now have a distinct and compelling customer proposition that is globally appealing and highly scalable around the world.

So in closing, I want to reiterate that our full year total enterprise results represented record-setting performance. These results were driven by an intense focus on the fundamentals, coupled with an orientation to getting faster and more agile and staying close to our customers. We will remain focused on what we can control and we will continue our disciplined and conservative approach in managing the business, while also aggressively pursuing every opportunity to get better.

Thanks. And I'll turn it back over to Amie.

Amie Preston

Thanks, Martyn. That concludes our prepared comments and at this time, we'd be happy to take your questions. [Operator Instructions] And I'll turn it back over to the operator.

Question-and-Answer Session

Operator

[Operator Instructions] Your first question is from Jennifer Davis with Lazard Capital Market.

Jennifer M. Davis - Lazard Capital Markets LLC, Research Division

I had one clarification and one question, if I may. The clarification, I thought you are going to open 2 mall-based full assortment VS stores in the U.K., so I was just wondering what happened to that other mall-based store? And then in the packet, it looks like you have 2 stores and selling square feet of 31,000. So just wondering the size of the flagship and the size of the mall-based store, that seems a little large. And then my question is, could you talk a little bit about Beauty part, what your -- the benefits you're getting from that, what you're seeing from that and if any of that can be transferred to Lingerie and Victoria's Secret?

Amie Preston

Okay. Jennifer, we're going to start with Martyn about the U.K. stores.

Martyn R. Redgrave

Yes, Jennifer, as I mentioned, I think what we had previously said was 2 to 3 stores in the U.K. And at this point, we're not announcing any additional openings in the U.K. and we're really totally focused on the 5 stores that I did describe, the 2 in the U.K. and the 3 in the Middle East, which are all full assortment stores that we want to deliver in a very successful fashion in 2012.

Amie Preston

And then in terms of the size, Jennifer, I'm pretty sure the mall location is between 10,000 and 12,000 square feet and the remainder would be the flagship on Bond Street.

Martyn R. Redgrave

The full assortment stores are -- with the more traditional A mall-type stores in the United States, 10,000 to 15,000 square feet.

Amie Preston

And then for the Beauty part, I think, we can maybe go to both to Nick and Sharen for that.

Sharen Jester Turney

On the Beauty part, we actually, we're able to utilize the Beauty part, as we were taking into our gift sets, which we did have very good selling in gift sets in Beauty. So we believe that there's a big opportunity as we continue to be able to maximize that. I think your second question is, does that have benefit for the Lingerie business as well? One of the things that we have, as we have built our sourcing strategy and our feed model is that we actually had been able to treat our vendors in the Far East like they were in our backyard. And so where we have been able to then read and react to the business and within 15 days, have product in the store. So that is our strategy. I think there is such a big opportunity as we look in the future to continue to find ways in all of our product categories to get faster.

Nicholas Coe

Jennifer, it's Nick. So the Beauty part really comes online this spring for us, so we'll see benefit later in the year. And it's really, fundamentally about being closer to the vendor, which really helps us.

Operator

The next question is from Omar Saad with ISI Group.

Omar Saad - ISI Group Inc., Research Division

I guess my one question would be, looking at the promotional environment, which is kind of something that's been out there in a lot of areas of the retail sector in the last several months. I'm trying to understand, especially given the unique positioning of the Victoria's Secret brand, the BBW, not a lot of competition. What's really driving the promotionality in the business? Is it coming from the department store competitors? Is it related to the inventory situation? Help us understand if there's certain parts of the business that are more promotional than others. And given how uniquely positioned your 2 big businesses are, how that's coming about?

Sharen Jester Turney

It's Sharen from Victoria's Secret. The Victoria's Secret store business and the Direct channel from an intimate apparel perspective, absolutely was not promotional. Now how do you want to define promotion? Do we do surprise and delights with our gift with purchase, which we feel like are great branding items, whether it's our bag giveaway or umbrella giveaways. So we have not had to be promotional. And in fact, we carry no red lines on the floor in our Lingerie categories at all. We only have 2 sales a year in the Lingerie category. In the Direct channel, we still do have an apparel business, which has been a little bit more promotional because of the competitive nature of that, and as we continue our strategy of making our Direct channel more aligned to the Victoria's Secret product, I think over time, you will see that diminish.

Nicholas Coe

It's Nick. I think we will continue to focus on building highly emotional products with our brands, which should help us to continue to offset the promotional activity in the marketplace. We're seeing that now in February with a good start with Pink Chiffon and fine fragrance mist as we mentioned earlier, where she's really wanting to partner with us on full price. So the more we can continue to build the emotional connection with her, the better we'll be.

Operator

The next question is from Stacy Pak with Barclays.

Stacy W. Pak - Barclays Capital, Research Division

One quick clarification and then a question. Stuart, on the -- just wondering what the driver is as you see it of the merchandise margin gain for the year x the sourcing. And then my question is on international, when you look out further, what are you thinking in terms of the number of Victoria's Secret international stores when you look to like, '13 and '14, and how are you thinking about Web versus physical store expansion internationally?

Amie Preston

Thanks, Stacy. So we'll go to Stuart first.

Stuart B. Burgdoerfer

So with respect to the merchandise margin rate, assume the forecast improvement for the full year, there's 2 things that are -- or maybe 3 things they're having. One is, in the back half of the year, we would expect year-on-year favorability related to the cost pressure that we, to some extent and others to a greater extent, have seen in the industry, so it would be that effect. And then separately, we continue to work on and we're focused on getting better at lead times, fashion, getting the merchandise right, really maximizing full price selling and we're optimistic that we can make further improvements in those areas as well to drive merchandise margin rate improvement, and that's where we spend most of our mind times making it on the sales side, if you will. And we would expect to have further improvement in those areas as well.

Amie Preston

Thanks, Stuart. Martyn, for VS internationally.

Martyn R. Redgrave

Yes. In terms of VS expansion. I think as you've seen from us consistently, we've been a company about taking it one step at a time. So we test and we learn brand by brand, country by country. We're staying very consistent with that discipline and that's one of the specific reasons why we're not talking about very specific things beyond the 5 stores that we will specifically open in 2012. Obviously, we're optimistic about the Victoria's Secret brand and its appeal worldwide. But we're going to take it one step at a time. In terms of the Web versus stores, we are a store-based retailing company and I think philosophically, we want to prove ourselves in store-based retailing internationally. Of course, the Web is a big opportunity as well and we're very curious about how that will play into our international expansion. That said, our Victoria's Secret Direct business does a substantial volume of business outside of the United States today and is continuing to grow profitably.

Operator

Your next question is from Kimberly Greenberger with Morgan Stanley.

Kimberly C. Greenberger - Morgan Stanley, Research Division

I wanted to follow up on the e-commerce question. I know that in the fourth quarter, it was the first time you allowed consumers who purchased online to return in the Victoria's Secret stores. And I'm wondering if you could update us on your plans to more seamlessly integrate the web experience and the stores experience at the Victoria's Secret. What are the investments that are required in order to get from here to there? And what's the time frame that you have in mind to improve the overall experience and customer satisfaction?

Sharen Jester Turney

Kim, it's Sharen. We're so excited about really a seamless purchasing opportunity for Victoria's Secret, regardless of what channel that she actually shops in. We did turn on buy online, return in store this year. It is a manual process. We're learning a lot. We should have full technology in, knock on wood, by September to be able to have this driven by technology and not be a manual process. At the same time, we are turning on the capability that if we're store out of stock and buy online through our new POS system as well. That goes into pilot in the fall season and should be able to be fully rolled early in the spring season. We're very excited about this venture. We believe that this is a big opportunity for us to actually create more customers for life by giving them ability to shop at Victoria's Secret, how and when she wants to be able to do that.

Operator

Your next question is from Jeff Stein with Northcoast Research.

Jeffrey S. Stein - Northcoast Research

Two quick ones for Stuart. First, Stuart, this sounds like it might be a year where you could actually grow expenses a little bit faster than sales and this seems to be contrary to your longer-term model, and I want to make sure that I understand if that might be the case. And secondly, the math on the buyback would seem to suggest a lower share count than you're assuming for the full year. You're assuming 298 million shares and yet, you're planning to buy back $650 million worth of stock. So I'm wondering if you could address those 2 issues.

Stuart B. Burgdoerfer

Sure, Jeff. On expenses, our commitment as a management team is very clear-cut and that is to grow expenses slower than sales. We believe that the operating income rate potential for the business given the quality of the brands is in the high teens and some of that is going to come through expense leverage over the next several years, so that commitment is unwavering. Obviously, the views that we put out last night, this morning, reflect reasonably conservative sales assumptions, we believe, appropriate at this point and we'll work hard to chase. But we are going to ensure that we grow expenses slower than sales. With respect to the share count, we're assuming $650 million of shares repurchased, there is dilution from option and other equity awards in that as well. And obviously, there are timing assumptions assumed as well. We're assuming that the $650 million happens at a relatively quick pace in 2012.

Operator

Your next question is from John Kernan with Cowen.

John D. Kernan - Cowen and Company, LLC, Research Division

Wanted to follow back up on the merch margin questions. Don't mean to beat a dead horse. But for Bath & Body Works, obviously, that merch margin was down in Q4. How do you see that evolving? Obviously, that's not a concept that's really going to benefit from the cost pullback. But how should we think about merch margin within that Bath & Body Works concept in 2012? And then one quick follow-up.

Amie Preston

Okay. John, we'll start with Nick.

Nicholas Coe

Yes, John, it's a good question. Our focus will be -- our business model is set up really to drive full-priced selling, so as we see costs increase in terms of resin, fuel, et cetera, that will be offset as we continue to drive our percentage of business in full price. That's where the Beauty part comes into play for us, being closer to our vendors and continuing to drive as much business as we can into fashion, where she's reacting well with the brands, that she's really reacting well to, being the 3 that we talked about earlier on. So it's really about pushing full price selling to offset that.

John D. Kernan - Cowen and Company, LLC, Research Division

Okay, great. And then, Stuart, just a maintenance question. Now that you've got an extra $1 billion in debt or will have an extra $1 billion in your balance sheet, is there a cash cushion -- is there a higher cushion that we should think about in terms of a safety net?

Stuart B. Burgdoerfer

I appreciate the question. Our thinking on that hasn't changed much over the last 12 to 24 months and what we talked about previously and remains our view is that we, all things equal, we should start the year with about $600 million in cash to fund our working capital needs as we go into the holiday season in October and November and that would assume that we don't draw on the revolver. So we ended the year with $900 million, just over $900 million in cash, borrowed $1 billion after that and we'll use our judgment as we go through the year and in consultation with the board about how to best deploy excess cash and whether we want to fully approach that $600 million or not, or even contemplate using the revolver to some degree; it's there and we paid for it. So we think about that within our possibilities as well. But it's a judgment and it's based on a lot of factors as you would imagine, including what's going on in the world and the performance of our business and so on. But back to your original question, our view has not changed about the minimum cash we should have to fund the working capital needs of the business. And again, that's about $600 million to start the year.

Operator

Our next question is from Jennifer Black with Jennifer Black & Associates.

Jennifer Black

I wondered if you, Nick, could talk about the price increases that you've taken on the signature line and also the lower dollar amount to get free product I wondered if the customers noticed and what the response has been? And then, Sharen, I wondered if you could talk about your plans for Shapewear and VSX.

Nicholas Coe

Thanks, Jennifer. So it's really about wherever we've introduced fashion or whether we've upgraded the product, whether we've improved it, we've tested and played with different prices. So we've actually seen a positive reaction. It's not been an issue, we've actually seen a positive reaction to that. And then I'm sorry, I missed the second part of your question. The first part was around price increases, what was your second part?

Jennifer Black

The lower coupon amount, the lower amount that you get in free product. I know it's a small amount but it does eliminate some of the signature lines.

Nicholas Coe

Yes. We haven't seen an issue associated with that on either end.

Jennifer Black

Okay, great.

Sharen Jester Turney

Jennifer, it's Sharen. On the Shapewear question, Shapewear is now in all stores. It is a kind of a replenishment fashion business. I think that it is just a steady business that we have today. When I think about VSX, the Victoria's Secret Sport, very excited about this concept. And as you know, within some of our tight real estate, as we continue to invest in our real estate and expanding and optimizing the Victoria's Secret space, as well as in keeping PINK in the freestanding space, this will give us an opportunity to continue to expand this category. We do have 2 freestanding stores and have piloted Victoria's Secret Sport in about 45 stores and very, very positive about this concept.

Jennifer Black

Will you expand the number of doors this year?

Sharen Jester Turney

As fast as we can get the real estate to do so.

Operator

The next question is from Roxanne Meyer with UBS.

Roxanne Meyer - UBS Investment Bank, Research Division

My questions are around PINK. I'm just curious, if you could remind us, what percentage of total Victoria's Secret sales are PINK right now? How big do you think it can actually get as a proportion of Victoria's Secret over the next few years? And then as you look to put PINK into more and more of your stores, noting that it is only in its full entirety, in 10% of the chain, how do you think about the ultimate opportunity as you continue to remodel or relocate Victoria's Secret stores?

Sharen Jester Turney

Okay. Today, depending on the real estate, the demand in the store, it can be anywhere penetrated from 10% of the store to 20% of the store. We believe PINK, as you know, hit over $1 billion last year. We think that there's an opportunity to more than double the PINK business with the right real estate plays. And when you think about what percent of the business it compete, the total Victoria's Secret, we think there's such an opportunity for Victoria's Secret to grow as well. As we started playing around with the PINK concept, we took space away from Victoria's Secret. So we don't even -- we're not really optimizing Victoria's Secret today, and we're not optimizing PINK today. Therefore, the big investment in terms of our real estate strategy as we go forward into 2012 and into 2013. So we're very excited about both the businesses having the opportunity. It's very important to our long-range strategy for PINK, as well as for Victoria's Secret. So I think this year, we've proven a lot by -- our real desire is to have enough to continue with square feet across the mall to have PINK and Victoria's Secret right next to each other. So if we can work that, that's perfect. If not, we will have separated stores.

Operator

Your next question is from Janet Kloppenburg with JJK Research.

Janet Kloppenburg

For Sharen, staying on PINK, I was wondering if you could talk a little bit about the timeline for deeper penetration of the full PINK line in the Victoria's Secret domestic store base. And I was also wondering if you could talk about your launch schedule and your price points both versus last year. And for Nick, I was wondering if you could talk about the gift set performance during the holiday season and your thoughts on that product category as we move into holiday '12.

Sharen Jester Turney

The first question is that we will have most of the freestanding PINK stores opened up by this summer, which will give us, allow us to actually within those key malls have the full breadth of assortment in PINK freestanding store, as well as optimize on the Victoria's Secret side of the business. I'm very excited about the launch lineup that we have for this spring season. One of the things that's coming out next week is actually relaunching our #1 bra, which is Very Sexy. It is new and improved, it is absolutely fabulous, the fashion is great. As with also launching Very Sexy, we're actually coming out with a Very Sexy touch fragrance line to complement that launch. As we go and march through the spring season, there's a lot of newness in our launches, a lot of new fashion in our launches. Therefore, we're continuing to keep all of our franchises very relevant as we go through the spring season.

Janet Kloppenburg

Is the launch schedule comparable to last year, Sharen?

Sharen Jester Turney

Yes, it is comparable. We actually are adding one launch in the summer time frame.

Janet Kloppenburg

And on the price points?

Sharen Jester Turney

The price points on the bras are anywhere from $42 to $50, depending on the level of fashion in the Very Sexy franchise. And then as we get into the Angel franchise, they really go from anywhere from $39 to probably $48. So it's still mostly in our better price points.

Janet Kloppenburg

Are you skewing towards the better price points?

Sharen Jester Turney

I would say between the fashion and the complexity of the bras and really working on our fit, they will be over the $40 price point this spring season. Now I just want to say one other thing though. I think that it's important that those launches are over $40 but we do have in our business, a good, better, best strategy and we are not walking away from our good strategy, nor our better strategy. We just have more emphasis this year in the Victoria's Secret side around the best, as well as on the PINK side, we have a lot of strength in the good price point. So I just want to make sure that we don't leave the impression that we're not going to have a balanced strategy of good, better, best.

Amie Preston

Thanks, Sharen. Gift sets?

Nicholas Coe

Janet, so we're still very much hindsighting the performance of gift sets to understand the ins and outs and the opportunities associated with that. My point of view is we probably need to and will take a more holistic point of view towards what role does gifting play in the store for her during that time period because clearly, it's a high-traffic time period. Clearly, she still comes to us for gifting. She still sees us as important in that. I think what's also interesting for us is when we look at and break down our business during that time frame, we also saw our 3 brands actually over index and perform particularly well. So how do we take some of the existing stuff that we've got that's working well and how does that work and play within the whole gifting arena.

Operator

The next question is from Paul Lejuez with Nomura Securities.

Paul Lejuez - Nomura Securities Co. Ltd., Research Division

Stuart, back in '07, I think it was '07, you guys had a store program where you were increasing the size of the Victoria's Secret stores. Can you just review for us the detail of that program? Just including the resulting returns on capital of those projects. What happened to store productivity? And I guess, how does that differ from what you guys are doing today with expansions?

Stuart B. Burgdoerfer

Paul, I'm going to start and Sharen may want to add. With respect to the expansion of stores in '07 time frame, certainly as we would have -- any of us would've evaluated it externally or internally in '08 or '09, it wouldn't evaluate very well because we had under performance in the business, some due to our own issues and some due to the economy. As the business has improved substantially over the last 3 years as we've looked at those locations, they're doing extraordinarily well. So the productivity, the profit per door, et cetera, those investments have proven to be very good investments. And then what's different about and again, Sharen may want to elaborate on it. What's different about the investments that we're making now and the initiative as we think about it today is that we are concentrating more in key geographic markets to ensure that we really have the -- we get the best operating results in addition to the changes in real estate and the optimization of the space, as Sharen mentioned earlier for PINK, Lingerie and Beauty. So '07 program, certainly, as we look at it today, very good. First year or 2 out of the box, wouldn't look so good. And as we play it forward here, we think we learned some things about how to do it even better, frankly, and we're applying those things to the investments we're making now. Sharen, I don't know if you want to add?

Sharen Jester Turney

Yes. I think the one thing that I would add, I just think we're in such a different place today than we were in 2007. I think that we probably put the real estate in before we had fully baked the entire assortments and concept. And now, we are absolutely confident that where we need the additional space, what concepts are going to go into the additional space, how we're going to utilize it, market it. I just think we're just in a totally different place than we were back in 2007. So I'm thrilled with the results that we're getting in the early stages at the stores we've been able to go in and expand our space and rightsize both Victoria's Secret and PINK.

Operator

Your next question is from Jeff Black with Citigroup.

Jeff Black - Citigroup Inc, Research Division

Just a clarification really. On the expenses, Stuart, on the buying and occupancy in SG&A both, how do we look at the comp levels needed to achieve similar levels of leverage that you did this year? I mean, don't those hurdle rates go a little higher or are there offsets that you want to talk about, so we can understand that better?

Stuart B. Burgdoerfer

Yes. I would -- the most summary level answer to that question and do appreciate that it's -- actually as you work the details, it gets more complicated, is that it takes a low-single to mid-single digit comp, absent actions to leverage our expenses. So if we think about the general growth rate in our occupancy expenses, the general growth rate in selling costs and overhead costs, there in that low-single digit, 3% or 4% kind of range. There are certainly unique things we mentioned in the first quarter, for example, investments related to the La Senza transition and the international business that in a shorter period of time might skew that general point of view a bit. But certainly on a full year basis, it is that low to -- 3% to 4% kind of growth rate. With that said, and hopefully as you've sensed from us previously, and as I reiterated in an earlier comment, we've got a lot of leverage to pull and we use a lot of judgment to pull them. We want to approach the business in a balanced way, but if we had a prolonged period of less sales growth, we would re-examine a lot of things and again our commitment is to grow expenses slower than sales.

Operator

The next question is from Barbara Wyckoff from CLSA.

Barbara Wyckoff - Credit Agricole Securities (USA) Inc., Research Division

I guess for Martyn and Stuart, how should we be looking at CapEx going forward beyond this year into 2013, 2014? And then for this year, could you give us an idea of where the spending is going to be for new stores, remodels, systems, et cetera?

Stuart B. Burgdoerfer

Sure. So it's -- I'll respond to that, Barbara. The CapEx level kind of prospectively is in the $500 million to $600 million range. As mentioned earlier in this call and when we had our meeting together in October, the key driver of increase in CapEx between 2011 and 2012 is that investment in the United States related to the remodeling and expansion of Victoria's Secret stores along with some increase for additional PINK freestanding locations, where we can't get the adjacent space that Sharen mentioned earlier. About -- as a general point of view and it's been true for us for a long period of time, between 60% and 70% of our capital investment goes into stores, relates to stores, real estate-related activity. New stores, remodeling stores, the technology associated with new stores, et cetera. Then the next biggest category is technology and then we do have some spending on distribution, logistics as well to add capacity where needed and update things where needed. So that's the general overview for CapEx. Again, on a multiyear-forward basis, I think the appropriate range right now to use is between $500 million and $600 million. And again, as we demonstrated in 2009, if things happen in the world or in our business, where we need to adjust, a big part of how we run this business is we try to make judgments based on what's going on in the business. The $500 million or $600 million assumes continued positive growth and profitability of the business, which we expect by the way. But my point is, if things happen in the world, we can adjust that. As you'll remember, we pulled it back to just over $200 million, and some of the increase this year is also a bit of catch-up frankly from that period of time as well.

Operator

Your next question is from Michelle Tan with Goldman Sachs.

Michelle Tan - Goldman Sachs Group Inc., Research Division

Sorry if I missed this in the earlier part of the call. But I was wondering if Sharen or Stuart, you could give us a little more perspective on what kind of the average unit cost increases you've seen in the Victoria's Secret business in the back part of this year, and how much you're actually seeing as you look forward to fall of '12?

Stuart B. Burgdoerfer

So, Michelle, I'll take a crack at it and again, Sharen may want to add something. But as a general point, we have seen increases, they were concentrated in fall of 2011, with some carryover into the spring of 2012 as you would expect and I think is intuitive those cost -- the effect of those cost increases and the nature of those is moderating and we would expect to have some favorability with respect to that in fall of 2012. We haven't, Michelle, gotten specific about the percentage and so on. It varies so much, I mean. By way of a reminder, 40% of what we sell is personal care and beauty. So that's got different characteristics to it. There are differences between the PINK business where we have seen the greatest proportion of cost increases and other parts of our business. But the most important thing as we see it is that effect will moderate as we go through the year and we would expect some favorability in the fall.

Michelle Tan - Goldman Sachs Group Inc., Research Division

Stuart, if we were trying to ballpark it, is it -- are we probably getting in the range, if we think about the kind of cost increases, decreases that an apparel brand would see that's reasonably cotton-based and just putting the ratio of your business that's within PINK onto that percentage, as kind of a guesstimate and assume that the rest of the movement in Victoria's Secret and BBW is pretty minimal or is that too simplistic?

Stuart B. Burgdoerfer

Well, it's probably at the end of the day is a little too simplistic. Because as you know, even within the PINK business, they have a loungewear business, which would track generally with other apparel categories. But they have important and significant parts of their business that are bras and panties as well, along with other categories. So I suppose there's a way to model and make assumptions about anything. We've tried to give you kind of our overall sense of it. And again, the most important thing as it relates to merchandise margins is our opportunity to continue to improve full priced selling through great fashion, chase shorter lead times, great marketing, great display. That's what our business is about.

Operator

Your next question is from Ike Boruchow with JPMorgan.

Ike Boruchow

I'm calling for Brian this morning. Stuart, just a quick question. When I take a step back and look at Victoria's Secret, and the ongoing opportunity in the U.S. Can you remind us when was the peak or all-time high productivity for Victoria's Secret in the U.S? And at that time, how much PINK was in the store relative to how much PINK is in the store today?

Stuart B. Burgdoerfer

The peak sales per foot or real estate productivity, Ike, was in 2006. And at that time PINK was a pretty small portion of the business, obviously.

Ike Boruchow

Okay. And today, I mean, can you – we're just trying to get a sense how much opportunity is there in the core Victoria's Secret?

Stuart B. Burgdoerfer

The sales per square foot this year, Ike, will be the best ever for Victoria's Secret and Bath & Body Works is approaching its best ever as well, which coincidentally was also in 2006. And as you understand, real estate productivity is a math function. It's a numerator and a denominator, right? And we believe that there's not a natural -- there are certainly at some level natural limits but the productivity, for example, in the Beauty category, is very, very high. And we believe that we certainly can exceed prior levels on productivity. With that said, the reason that our capital spending is up is we're starting to reinvest more aggressively in remodeling and expanding stores to drive the balance there. But I wouldn't want people to think simplistically that, oh, Victoria's Secret has gotten its peak productivity, so that means that there's some natural limit on sales growth in the business. We really don't see it that way.

Operator

And your final question is from Dana Telsey with Telsey Advisory Group.

Dana Lauren Telsey - Telsey Advisory Group LLC

On sub-brands driving sales, that was a big topic this past year for Victoria's Secret. How do you think of it for next year? Are there any new sub-brands that we should be watching? And then for both businesses, on the online opportunity, how do you see it for the U.S. opportunity and could that be a margin driver going forward?

Sharen Jester Turney

In terms of the PINK, Beauty, Lingerie business is that, for this year, is we see growth opportunity in all 3 of those businesses. And I think we've been discussing a lot today that, number one, is there's just a lot more productivity we can get out some of our existing stores and we also know that we have a real estate expansion program that benefits both the PINK, the Beauty and the Victoria's Secret Lingerie business. We have a very robust Direct business. We have an opportunity, as we talked a little bit about earlier, is how do we -- the 2 channels have totally been separated for many, many years. The opportunity of making them one view of the customer, how we can take care of the customers across channels is going to be a big win and a big unlock for Victoria's Secret. And when you combine those 2 together in terms of how we market to the customer and how we leverage to the customer, in my view, it will be transformational. Probably more of a liability for the Direct channel in the beginning but in the long run, I think Victoria's Secret as a brand will benefit.

Amie Preston

Nick, comments on your Direct business.

Nicholas Coe

Yes. I think it's still -- obviously, is to continue to be an opportunity for us this year. And I think not only from a business but equally important for our opportunity to tell the brand story in another channel other than bricks and mortar, and connect with her where she wants to connect, whether she wants to connect with us online or whether she wants to connect with us physically in the store. So an opportunity on both levels.

Amie Preston

Great. Thanks, Nick. Thanks, Dana. That concludes our call this morning and we thank you again for your interest in our business.

Operator

Thank you, ladies and gentlemen. This does conclude today's conference call. You may now disconnect your lines.

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