Williams-Sonoma (WSM) 10-K risk factor changes: FY2018 vs FY2017

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, consumer disposable income, fuel prices, recession and fears of recession, unemployment, war and fears of war, inclement weather, availability of consumer credit, consumer debt levels, conditions in the housing market, interest rates, sales tax rates and rate [removed: increases, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security.]

Much of our inventory is sourced from vendors located outside of the U.S. Thus, we usually must order merchandise, and enter into contracts for the purchase and [removed: manufacture] [added: manufacturing] of such merchandise, up to twelve months and generally multiple seasons in advance of the applicable selling season and frequently before trends are known.

_We may be exposed to cybersecurity risks and costs associated with credit card [removed: fraud and] [added: fraud,] identity theft [added: and business interruption] that could cause us to incur unexpected expenses and loss of revenue._

[removed: The techniques used to obtain] unauthorized access to systems change frequently and are not often recognized until after they have been launched.

As our business expands globally, we are subject to data privacy and other [added: similar laws in various foreign jurisdictions, such as the European Union.]

We also utilize [removed: interest-based] [added: digital] advertising to target internet and mobile users whose behavior indicates they might be interested in our products.

While we [removed: make our best efforts] [added: endeavor] to predict and invest in technology that is most relevant and beneficial to our company, [added: such as] our [added: recent acquisition of Outward, Inc., our] initiatives may not prove to be successful, may increase our costs, or may not succeed in driving sales or attracting customers.

Approximately [removed: 64%] [added: 65%] of our merchandise purchases in fiscal [removed: 2016] [added: 2017] were sourced from foreign vendors in 43 countries, predominantly in [removed: Asia] [added: Europe] and [removed: Europe.][added: Asia.]

[removed: This, in turn, might cause such foreign] vendors to demand higher prices for merchandise in their effort to offset any lost profits associated with any currency devaluation, delay merchandise shipments to us, or discontinue selling to us, any of which could ultimately reduce our sales or increase our costs.

We, and our foreign vendors, are also subject to other risks and uncertainties associated with changing economic and political conditions within and outside of the U.S. These risks and uncertainties include import duties and quotas, compliance with anti-dumping regulations, work stoppages, economic uncertainties and adverse economic conditions (including inflation and recession), government regulations, employment and labor matters, [added: wars and fears of war, political unrest, natural disasters, public health issues, regulations to address climate change and other trade restrictions.]

We [added: generally] have no contractual assurances of continued supply, pricing or access to new products, and any vendor could change the terms upon which it sells to us, discontinue selling to us, or go out of business at any time.

[removed: We may not be able to develop relationships with new third-party agents or vendors,] and products from alternative sources, if any, may be of a lesser quality and/or more expensive than those we currently purchase.

[added: Our vendors’ failure to manufacture or import quality merchandise] in a timely and effective manner could damage our reputation and brands, and could lead to an increase in customer complaints and litigation against us and an increase in our routine insurance and litigation costs.

In fiscal [removed: 2013] [added: 2013,] we opened our first company-owned retail stores and launched e-commerce websites outside of North America as part of our overall global expansion strategy.

We have [removed: franchise agreements with] unaffiliated franchisees [removed: to] [added: that] operate stores [removed: and/or e-commerce websites] in the Middle East, the [removed: Philippines] [added: Philippines, Mexico] and [removed: Mexico.][added: South Korea, as well as e-commerce websites in certain locations.]

We continue to expand our franchise operations with our existing franchisees as well as seek out and identify new select [removed: franchise partnerships for select countries.]

Our global presence exposes us to the laws and regulations of these jurisdictions, including those related to marketing, privacy, data protection, [removed: employment,] [added: employment] and product safety and testing.

Approximately [removed: 48%] [added: 47.5%] of our net revenues are generated by our retail stores.

| | • | | our success in negotiating new leases and [removed: amending] [added: amending, subleasing] or terminating existing leases on acceptable terms; |

If we are unable to effectively manage our inventory levels and responsiveness of our supply chain, including predicting the appropriate levels and type of inventory to stock within each of our distribution facilities, our [added: business and operating results may be harmed.]

We are subject to risks that may disrupt our supply chain operations or regionalization efforts, such as increasing labor costs, union organizing [removed: activity,] [added: activity] and our ability to effectively locate real estate for our distribution facilities or other supply chain operations.

As a result of our dependence on all of these third-party providers, we are subject to risks, including labor disputes (such as the disruptions at the west coast ports in early 2015), union organizing activity, inclement weather, natural disasters, the closure of such carriers’ offices or a reduction in operational hours due to an economic [removed: slowdown,] [added: slowdown or the inability to sufficiently ramp up operational hours during an economic recovery or upturn, availability of adequate trucking or railway providers,] possible acts of terrorism [added: or other factors] affecting such carriers’ ability to provide delivery services to meet our shipping needs, disruptions or increased fuel [removed: costs,] [added: costs] and costs associated with any regulations to address climate change.

We rely on discounts from the basic postal rate structure, which could be changed or discontinued at [added: any time.]

Future increases in postal rates, paper costs or printing costs could have a negative impact on our operating results to the extent that we are unable to offset such increases by raising prices, implementing more efficient printing, mailing, delivery and order fulfillment systems, or through the use of alternative [removed: direct mail] [added: direct-mail] formats.

Various factors affect comparable brand revenues, including the number, size and location of stores we open, close, remodel or expand in any period, the overall economic and general retail sales environment, consumer preferences and buying trends, changes in sales mix among distribution channels, our ability to efficiently source and distribute products, changes in our merchandise mix, competition (including competitive promotional activity and discount retailers), current local and global economic conditions, the timing of our releases of new merchandise and promotional events, the success of marketing programs, the cannibalization of existing store sales by our new stores, changes in catalog circulation and in our e-commerce business and fluctuations in [removed: foreign exchange rates.]

Our ability to improve our comparable brand revenue results depends, in large part, on maintaining and improving our forecasting of customer demand and buying trends, selecting effective marketing techniques, effectively driving traffic to our stores, e-commerce websites and [removed: direct mail] [added: direct-mail] catalogs through marketing and various promotional events, providing an appropriate mix of merchandise for our broad [added: and diverse customer base and using effective pricing strategies.]

Our newest brands and brand extensions — Williams Sonoma Home, PBteen and Mark and Graham, and any other new brands, as well as our acquired brand, Rejuvenation, or our expansion into new lines of business, including [added: our newly acquired business, Outward and] commercial furniture and hospitality, may not grow as [removed: we project and plan for.][added: expected.]

The work involved with integrating new brands [added: or businesses] into our existing systems and operations could be time consuming, require significant amounts of management time and result in the diversion of substantial operational resources.

[removed: Further, if we devote time and resources to new brands, acquired brands, brand extensions, brand repositioning, or new] lines of business and those businesses are not as successful as we planned, then we risk damaging our overall business results or incurring impairment charges to write off any existing goodwill [added: or intangible assets] associated with previously acquired brands.

These [added: changes in] policies may also require us to increase our prices, which [removed: would likely] [added: could] adversely affect our [removed: sales and revenue.][added: sales.]

Although we believe our estimates are reasonable, actual results may [removed: materially] differ [added: materially] from our estimates and adversely affect our financial condition or operating results.

We record [added: income] tax expense based on our estimates of future payments, which include reserves for our estimates of the additional income tax liability that is more likely than not to result from the ultimate resolution of foreign and domestic tax examinations.

Insurance costs may increase substantially in the future and may be affected by natural [removed: catastrophes,] [added: disasters,] fear of terrorism, financial irregularities, cybersecurity breaches and other fraud at publicly-traded companies, intervention by the government and a decrease in the number of insurance carriers.

In addition, for certain types or levels of risk, such as risks associated with [added: certain] natural disasters or terrorist attacks, we may determine that we cannot obtain commercial insurance at acceptable rates, if at all.

We are primarily self-insured for workers’ compensation, employment practices liability, employee health benefits, [removed: and] product and [added: other] general liability claims, among others.

[removed: If we suffer a substantial loss that is not] covered by commercial insurance or our self-insurance reserves, the loss and related expenses could harm our business and operating results.

Our trademarks, service marks, copyrights, trade dress rights, trade secrets, domain [removed: names] [added: names, patents] and other intellectual property are valuable assets that are critical to our success.

There have also been a growing number of consumer protection, [added: data breach,] e-commerce-related patent infringement [removed: lawsuits] and employment-related lawsuits in recent years.

If we are unable to make substantial adjustments to our cost structure during times of uncertainty, such as an economic downturn or during times of expansion, we may incur unnecessary [removed: expenses] [added: expense] or we may have inadequate resources to properly run our business, and our business and operating results may be negatively impacted.

In addition, we are in the process of insourcing certain aspects of our business, including the management of certain furniture manufacturing and delivery, and [removed: in fiscal 2015] [added: have recently] completed the insourcing of the management of our global vendors, each of which were previously outsourced to third-party providers.

increases, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security.

The techniques used to obtain

This, in turn, might cause such foreign

We may not be able to develop relationships with new vendors or third-party agents,

franchise partnerships for select countries.

foreign exchange rates.

Further, if we devote time and resources to new brands, acquired brands, brand extensions, brand repositioning, or new

A significant portion of our products are manufactured outside of the U.S. While the recently passed U.S. Tax Cuts and Jobs Act (the “Tax Act”) is not expected to have an adverse effect on our results of operations going forward, significant changes in tax, trade or other polices either in the U.S. or other countries could significantly increase our tax burden or costs of goods sold.

For example, the Tax Act was enacted in the U.S. on December 22, 2017.

This change to existing law is not expected to have an adverse effect on our results of operations going forward, but it will materially impact our effective tax rate.

If we suffer a substantial loss that is not

Also, the replacement of core financial reporting systems could impact our ability to complete our financial close or provide accurate financial reporting on a timely basis.

We had $214,399,000 remaining for future repurchases under our existing stock repurchase program as of January 28, 2018.

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similar laws in various foreign jurisdictions, such as the European Union.

wars and fears of war, political unrest, natural disasters, public health issues, regulations to address climate change and other trade restrictions.

Our vendors’ failure to manufacture or import quality merchandise

In addition, during fiscal 2016, we entered into a franchise agreement with an unaffiliated franchisee to operate stores and e-commerce websites in South Korea, beginning in 2017.

business and operating results may be harmed.

any time.

and diverse customer base and using effective pricing strategies.

A significant portion of our products are manufactured outside of the U.S. Lawmakers are evaluating proposals for substantial changes to U.S. trade and tax policies, which could include import restrictions, increased import tariffs

or border-adjustment taxes.

These policies — particularly a border-adjustment tax — could significantly increase our tax burden.

In addition, other countries might retaliate through the imposition of their own restrictions or increased tariffs, which could adversely affect our global sales and revenue.

Any significant changes in current U.S. trade, tax or other policies could have a material adverse effect on our results of operations.

For example, U.S. lawmakers are evaluating proposals for substantial changes to U.S. fiscal and tax policies, which could include comprehensive tax reform.

We cannot predict the impact, if any, these changes may have on our business; however, such changes could have a material adverse effect on our business and results of operations.

years, which occur approximately every five years.

We have access to capital through our revolving line of credit facility.

We have a $500,000,000 stock repurchase program that we intend to execute over three years, of which we have $410,578,000 remaining for future repurchases as of January 29, 2017.

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the 52 weeks ended January [removed: 29, 2017] [added: 28, 2018] (“fiscal [removed: 2016”),] [added: 2017”),] the 52 weeks ended January [removed: 31, 2016] [added: 29, 2017] (“fiscal [removed: 2015”),] [added: 2016”),] and the 52 weeks ended [removed: February 1, 2015] [added: January 31, 2016] (“fiscal [removed: 2014”)] [added: 2015”)] should be read in conjunction with our Consolidated Financial Statements and notes thereto.

Net revenues in fiscal [removed: 2016] [added: 2017] increased by [removed: $107,722,000] [added: $208,547,000] or [removed: 2.2%,] [added: 4.1%,] compared to fiscal [removed: 2015,] [added: 2016,] with comparable brand revenue growth of [removed: 0.7%.][added: 3.2%.]

This increase in net revenues was driven by a [removed: 4.4%] [added: 5.5%] increase in e-commerce net revenues (primarily driven by West Elm, Williams Sonoma and [removed: Rejuvenation),] [added: Rejuvenation) and a 2.6% increase in retail net revenues (primarily driven by Pottery Barn and West Elm),] with particular strength in furniture.

This [removed: net revenue] increase [added: in net revenues] was [removed: partially offset] [added: driven] by a [removed: 0.1% decrease] [added: 5.5% increase] in [removed: retail] [added: e-commerce] net revenues (primarily [added: driven by West Elm, Williams Sonoma and Rejuvenation) and a 2.6% increase] in [added: retail net revenues (primarily driven by] Pottery Barn and [removed: Williams Sonoma, partially offset by increases in] West [removed: Elm and Rejuvenation).][added: Elm), with particular strength in furniture.]

Total fiscal [removed: 2016] [added: 2017] net revenue growth included a [removed: 7.5%] [added: 1.4%] increase in [added: store leased square footage primarily due to 2 net new stores, and a 2.2% increase in] international revenues primarily related to our company-owned international operations.

[removed: We plan to evaluate the role our retail stores can and should play and] [added: In retail, we] plan to invest in optimizing top-performing stores while closing underperforming [added: stores, including the early closure of a number of domestic] stores.

| _In thousands_ | | Fiscal [removed: 2016] [added: 2017] | | | | % Total | | | | Fiscal [removed: 2015] [added: 2016] | | | | % Total | | | | Fiscal [removed: 2014] [added: 2015] | | | | % Total | | |

| E-commerce net revenues | | $ | [removed: 2,633,602] [added: 2,778,457] | | | | [removed: 51.8%] [added: 52.5%] | | | $ | [removed: 2,522,580] [added: 2,633,602] | | | | [removed: 50.7%] [added: 51.8%] | | | $ | [removed: 2,370,694] [added: 2,522,580] | | | | [removed: 50.5%] [added: 50.7%] | |

| Retail net revenues | | | [removed: 2,450,210] [added: 2,513,902] | | | | [removed: 48.2%] [added: 47.5%] | | | | [removed: 2,453,510] [added: 2,450,210] | | | | [removed: 49.3%] [added: 48.2%] | | | | [removed: 2,328,025] [added: 2,453,510] | | | | [removed: 49.5%] [added: 49.3%] | |

| Net revenues | | $ | [removed: 5,083,812] [added: 5,292,359] | | | | 100.0% | | | $ | [removed: 4,976,090] [added: 5,083,812] | | | | 100.0% | | | $ | [removed: 4,698,719] [added: 4,976,090] | | | | 100.0% | |

Net revenues in fiscal [removed: 2015] [added: 2017] increased by [removed: $277,371,000,] [added: $208,547,000] or [removed: 5.9%,] [added: 4.1%,] compared to fiscal [removed: 2014,] [added: 2016,] with comparable brand revenue growth of [removed: 3.7%.][added: 3.2%.]

Total fiscal [removed: 2015] [added: 2017] net revenue growth included a [removed: 26.8% increase in international revenues primarily related to our franchise operations, and a 3.3%] [added: 1.4%] increase in [removed: retail] [added: store] leased square footage primarily due to [removed: 17] [added: 2] net new [removed: stores.][added: stores, and a 2.2% increase in international revenues primarily related to our company-owned international operations.]

The following table summarizes our net revenues by brand for fiscal [removed: 2016,] [added: 2017,] fiscal [removed: 2015] [added: 2016] and fiscal [removed: 2014:][added: 2015:]

| _In thousands_ | | Fiscal [removed: 2016] [added: 2017] | | | | Fiscal [removed: 2015] [added: 2016] | | | | Fiscal [removed: 2014] [added: 2015] | | |

| Pottery Barn | | $ | [removed: 2,024,218] [added: 2,066,302] | | | $ | [removed: 2,074,051] [added: 2,024,218] | | | $ | [removed: 2,022,331] [added: 2,074,051] | |

| Williams Sonoma | | | [removed: 1,002,194] [added: 1,022,434] | | | | [removed: 993,609] [added: 1,002,194] | | | | [removed: 994,651] [added: 993,609] | |

| West Elm | | | [removed: 971,568] [added: 1,114,339] | | | | [removed: 821,136] [added: 971,568] | | | | [removed: 669,074] [added: 821,136] | |

| Pottery Barn Kids | | | [removed: 635,381] [added: 625,910] | | | | [removed: 640,073] [added: 635,381] | | | | [removed: 624,594] [added: 640,073] | |

| PBteen | | | [removed: 237,818] [added: 234,558] | | | | [removed: 253,602] [added: 237,818] | | | | [removed: 260,617] [added: 253,602] | |

| Other_1_ | | | [removed: 212,633] [added: 228,816] | | | | [removed: 193,619] [added: 212,633] | | | | [removed: 127,452] [added: 193,619] | |

| Total | | $ | [removed: 5,083,812] [added: 5,292,359] | | | $ | [removed: 4,976,090] [added: 5,083,812] | | | $ | [removed: 4,698,719] [added: 4,976,090] | |

| _1_ | _Primarily consists of net revenues from our international franchise operations, [removed: Rejuvenation,] [added: Rejuvenation] and Mark and Graham._ |

[removed: Comparable brand revenue excludes sales from certain operations] [added: is not separately disclosed] until such time that we believe those sales are meaningful to evaluating the performance of the brand.

Sales to our international franchisees [removed: have also been] [added: are] excluded [added: from comparable brand revenue] as their stores and e-commerce websites are not operated by us.

| _Comparable brand revenue growth (decline)_ | | Fiscal [removed: 2016] [added: 2017] | | | | Fiscal [removed: 2015] [added: 2016] | | | | Fiscal [removed: 2014] [added: 2015] | | |

| Pottery Barn | | | [removed: (3.5%] [added: 1.0%] | [removed: )] | | | [removed: 1.9%] [added: (3.5%] | [added: )] | | | [removed: 5.8%] [added: 1.9%] | |

| Williams Sonoma | | | [removed: 1.3%] [added: 3.2%] | | | | [removed: 1.1%] [added: 1.3%] | | | | [removed: 3.8%] [added: 1.1%] | |

| West Elm | | | [removed: 12.8%] [added: 10.2%] | | | | [removed: 14.8%] [added: 12.8%] | | | | [removed: 18.2%] [added: 14.8%] | |

| Pottery Barn Kids | | | [removed: (1.4%] [added: (1.8%] | ) | | | [removed: 2.2%] [added: (1.4%] | [added: )] | | | [removed: 5.9%] [added: 2.2%] | |

| PBteen | | | [removed: (6.2%] [added: (1.4%] | ) | | | [removed: (2.7%] [added: (6.2%] | ) | | | [removed: 5.7%] [added: (2.7%] | [added: )] |

| [removed: Total] [added: Total_1_] | | | [removed: 0.7%] [added: 3.2%] | | | | [removed: 3.7%] [added: 0.7%] | | | | [removed: 7.1%] [added: 3.7%] | |

| Retail net revenues | | $ | [removed: 2,450,210] [added: 2,513,902] | | | $ | [removed: 2,453,510] [added: 2,450,210] | | | $ | [removed: 2,328,025] [added: 2,453,510] | |

| Retail net revenue growth (decline) | | | [removed: (0.1%] [added: 2.6%] | [removed: )] | | | [removed: 5.4%] [added: (0.1%] | [added: )] | | | [removed: 2.4%] [added: 5.4%] | |

| Store count – beginning of year | | | [removed: 618] [added: 629] | | | | [removed: 601] [added: 618] | | | | [removed: 585] [added: 601] | |

| Store [removed: openings] [added: openings_1_] | | | [removed: 29] [added: 28] | | | | [removed: 34] [added: 29] | | | | [removed: 35] [added: 34] | |

| Store [removed: closings] [added: closings_1_] | | | [removed: (18] [added: (26] | ) | | | [removed: (17] [added: (18] | ) | | | [removed: (19] [added: (17] | ) |

| Store count – end of year | | | [removed: 629] [added: 631] | | | | [removed: 618] [added: 629] | | | | [removed: 601] [added: 618] | |

| Store selling square footage at year-end | | | [removed: 3,951,000] [added: 4,019,000] | | | | [removed: 3,827,000] [added: 3,951,000] | | | | [removed: 3,684,000] [added: 3,827,000] | |

| Store leased square footage (“LSF”) at year-end | | | [removed: 6,359,000] [added: 6,451,000] | | | | [removed: 6,163,000] [added: 6,359,000] | | | | [removed: 5,965,000] [added: 6,163,000] | |

| | | Fiscal [removed: 2016] [added: 2017] | | | | | | | | Fiscal [removed: 2015] [added: 2016] | | | | | | | | Fiscal [removed: 2014] [added: 2015] | | | | | | |

In fiscal 2017, we made progress on our four strategic priorities of digital leadership, product innovation, retail transformation and operational excellence.

To expand our digital leadership, we accelerated our investments in technology and advertising to drive new customer acquisition, conversion and an improved shopping experience.

In product innovation, we evolved our product strategies to better align to shifting consumer preferences and broaden our brands’ market reach.

In retail, we focused our efforts around value-added services, inspiration and convenience, as our stores remain an important source for new customer acquisition, establishing brand loyalty and driving sales across our multi-channel platform.

And, in our goal of operational excellence, we focused on cost efficiencies in the supply chain and inventory optimization to offset our investments in the business, including improving the speed of order fulfillment and delivery and reducing the rate of returns and damages.

All of these strategic initiatives helped drive the net revenue growth in our brands, particularly in Pottery Barn, which ended the year with 1.0% comparable brand revenue growth compared to a decline of 3.5% in fiscal 2016.

Additionally, in fiscal 2017, diluted earnings per share was $3.02 (which included $0.48 of tax expense related to the recently enacted Tax Cuts and Jobs Act - see Note D to our Consolidated Financial Statements, as well as $0.11 due to severance-related charges and our acquisition of Outward, Inc.) versus $3.41 in fiscal 2016.

We also returned $331,189,000 to our stockholders through stock repurchases and dividends.

As we look forward to fiscal 2018, we plan to drive growth across our brands by focusing on our four strategic priorities, as well as through new product categories and markets where we see significant potential.

In digital advertising, we will continue to focus on vehicles that drive awareness and improve perception, while optimizing our catalog strategy and in-house capabilities to maximize our total advertising spend.

We plan to leverage important technology trends such as 3D visualization, augmented reality, artificial intelligence and machine learning to further enhance the customer experience.

In addition to executing on our growth initiatives, we will also be focused on driving operational excellence throughout our business.

We see substantial cost savings opportunities, particularly in supply chain, inventory management, increased order visibility, and improved speed and quality of delivery, all of which will further enhance the customer experience and drive down returns and replacements, as well as drive down costs over time.

In summary, fiscal 2017 was a year in which we made meaningful progress in strengthening our business for long-term, profitable growth.

As we enter fiscal 2018, we are confident that our competitive advantages, along with our drive for continuous operational excellence, will allow us to continue the momentum we are seeing in the business and to deliver long-term sustainable returns for our stockholders.

Sales from certain operations are also excluded until such time that we believe those sales are meaningful to evaluating their performance.

Additionally, comparable brand revenue growth for newer concepts

| _1_ | _Total comparable brand revenue growth includes the results of Rejuvenation and Mark and Graham._ |

| _In thousands_ | | Fiscal 2017 | | | | Fiscal 2016 | | | | Fiscal 2015 | | |

| _1_ | _Store openings and closings in fiscal 2017 include two Williams Sonoma, two Pottery Barn and one West Elm temporary closures in Puerto Rico and Florida due to hurricanes in these areas. These stores reopened during the fourth quarter of fiscal 2017._ |

_Fiscal 2017 vs. Fiscal 2016_

This increase was driven by lower merchandise margins, higher shipping costs and reduced shipping income, partially offset by reduced fulfillment-related costs in our supply chain and the leverage of occupancy costs.

In the retail channel, cost of goods sold as a percentage of net revenues increased in fiscal 2017 compared to fiscal 2016 primarily driven by lower selling margins, as well as higher occupancy costs to support our growth initiatives.

| _In thousands_ | | Fiscal 2017 | | | | % Net Revenues | | | | Fiscal 2016 | | | | % Net Revenues | | | | Fiscal 2015 | | | | % Net Revenues | | |

_Fiscal 2017 vs. Fiscal 2016_

This increase as a percentage of net revenues was primarily driven by higher digital advertising expenses resulting from our focus on new customer acquisition.

This increase was partially offset by lower employment expenses within the unallocated segment.

In the e-commerce channel, selling, general and administrative expenses as a percentage of net revenues increased in fiscal 2017 compared to fiscal 2016 primarily driven by higher digital advertising expenses.

The 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017, and significantly changed U.S. tax law by, among other things, reducing the corporate income tax rate to 21% as of January 1, 2018, and introducing a modified territorial tax system that includes a transition tax on deemed repatriated earnings of foreign subsidiaries.

In response to the Tax Act, the SEC issued Staff Accounting Bulletin No. 118, which allows issuers to recognize provisional estimates of the impact of the Tax Act in their financial statements and provides a one-year measurement period for a registrant to adjust the estimates and complete the accounting required under Financial Accounting Standards Board Accounting Standards Codification 740, _Income Taxes_.

The increase in the effective income tax rate in fiscal 2017 compared to fiscal 2016 reflects the provisional impact of the Tax Act, including the transition tax on deemed repatriated earnings of foreign subsidiaries and the effects of the reduced corporate income tax rate, which also requires the re-measurement of our deferred tax assets and liabilities (see Note D to our Consolidated Financial Statements).

repurchases and dividend payments.

In addition to our cash balances on hand, we amended and extended our credit facility during the fourth quarter of fiscal 2017 to provide for a $500,000,000 unsecured revolving line of credit (“revolver”) and a $300,000,000 unsecured term loan facility (“term loan”).

As of January 28, 2018, we had $300,000,000 outstanding under our term loan.

The term loan matures on January 8, 2021, at which point all outstanding principal and any accrued interest must be repaid.

For fiscal 2017, net cash used in investing activities was $269,760,000 compared to $196,975,000 in fiscal 2016, and was primarily attributable to purchases of property and equipment and the acquisition of Outward, Inc. (see Note O to our Consolidated Financial Statements).

Net cash used in investing activities compared to fiscal 2016 increased due to the acquisition of Outward, Inc.

long-term debt of $300,000,000.

Net cash used in financing activities compared to fiscal 2016 decreased primarily due to proceeds from the issuance of long-term debt, partially offset by an increase in repurchases of common stock.

| Long-term debt _2_ | | $ | — | | | $ | 300,000 | | | $ | — | | | $ | — | | | $ | 300,000 | |

In Pottery Barn, our largest brand, comparable brand revenues declined 3.5% in fiscal 2016 compared to fiscal 2015.

This decrease was primarily driven by our furniture, decorative accessories and table top collections, partially offset by stronger sales in upholstery.

In the Williams Sonoma brand, comparable brand revenues increased 1.3% in fiscal 2016 compared to fiscal 2015.

Growth in cookware, cutlery, tabletop and our Williams Sonoma Home business contributed to these results.

In West Elm, comparable brand revenues increased 12.8% in fiscal 2016 on top of 14.8% in fiscal 2015.

Growth continued to be broad-based across categories, primarily furniture.

In Pottery Barn Kids, comparable brand revenues declined 1.4% in fiscal 2016 compared to fiscal 2015.

Strength in our furniture business was more than offset by softness in textiles and decorative accessories.

In PBteen, comparable brand revenues declined 6.2% in fiscal 2016 compared to fiscal 2015.

Strength in back to school and dorm categories was more than offset by weakness in textiles and out of stock inventory in key furniture collections and gifting categories.

And in our emerging brands, Rejuvenation and Mark and Graham, net revenues increased 26.6%.

Additionally, in fiscal 2016, diluted earnings per share increased to $3.41, versus $3.37 in fiscal 2015, and we returned $284,811,000 to our stockholders through stock repurchases and dividends.

As we look forward to fiscal 2017, we plan to drive growth by focusing on our strategic priorities of innovation and operational excellence.

We plan to increase our competitive advantage through innovation in e-commerce, our products and our services, as well as the retail experience.

To accomplish this, we plan to invest in digital and online advertising initiatives.

In Pottery Barn Kids and PBteen, we plan to drive innovation in product offerings across all stages of early life, and in Williams Sonoma, we plan to introduce high-quality products under the Williams Sonoma brand, as well as to develop innovative exclusives with our third party vendors.

To enhance the customer experience in all of our stores, we plan to invest in point-of-sale technology and scheduling tools which will provide additional functionality and operational efficiencies.

We also plan to continue to focus on operational excellence, driving strategies that directly improve our customers’ experience and value perceptions.

We believe that collectively these strategies will extend our leadership position across all of our brands.

This increase in net revenues was driven by a 6.4% increase in e-commerce net revenues (primarily driven by West Elm, Williams Sonoma and Pottery Barn Kids), and a 5.4% increase in our retail net revenues (primarily driven by West Elm), with particular strength in furniture.

_Fiscal 2015 vs. Fiscal 2014_

This increase was driven by increased shipping and fulfillment-related costs and higher franchise revenues, which have a lower gross margin.

In the retail channel, cost of goods sold as a percentage of net revenues increased for fiscal 2015 compared to fiscal 2014 driven by higher franchise revenues and increased fulfillment-related costs, partially offset by a reduction in advertising and employment costs.

This decrease as a percentage of net revenues was primarily driven by the leverage of advertising expenses and employment costs, partially offset by litigation settlement income of $7,414,000 recorded in fiscal 2014 that did not recur in fiscal 2015.

In the e-commerce channel, selling, general and administrative expenses as a percentage of net revenues was relatively flat for fiscal 2015 compared to fiscal 2014 primarily due to advertising leverage, offset by an increase in employment costs associated with incremental labor costs in our supply chain.

The decrease in the effective income tax rate in fiscal 2015 compared to fiscal 2014 reflects fluctuations in the level and mix of earnings, as well as the favorable resolution of certain income tax matters.

During fiscal 2014, we redeemed restricted cash deposits of $14,289,000 previously held under collateralized trust agreements.

and, based on our current projections, we expect to remain in compliance throughout fiscal 2017.

For fiscal 2015, net cash used in investing activities was $202,166,000 compared to $188,600,000 for fiscal 2014, and was primarily attributable to purchases of property and equipment.

Net cash used in investing activities compared to fiscal 2014 increased primarily due to restricted cash receipts received in fiscal 2014 that did not recur in fiscal 2015.

Net cash used in financing activities compared to fiscal 2014 decreased primarily due to a decrease in tax withholding payments related to stock-based awards.

| Operating leases_2_ | | $ | 268,593 | | | $ | 703,308 | | | $ | 322,910 | | | $ | 531,699 | | | $ | 1,826,510 | |

| Purchase obligations_3_ | | | 973,102 | | | | 8,889 | | | | 871 | | | | — | | | | 982,862 | |

| Total | | $ | 1,241,695 | | | $ | 712,197 | | | $ | 323,781 | | | $ | 531,699 | | | $ | 2,809,372 | |

| Credit facility | | | — | | | | — | | | | — | | | | — | | | | — | |

| Total | | $ | 18,655 | | | | — | | | | — | | | | — | | | $ | 18,655 | |

Accordingly, there is no shrinkage reserve at year-end.

If a long-lived asset is found to be

We then must perform a second step of comparing the implied fair value of the goodwill to its carrying value to determine the impairment charge, if any.

We determine our workers’ compensation liability and product and general liability claims reserves based on an actuarial analysis of historical claims data.

Our [removed: revolving line of credit has] [added: revolver and our term loan each have] a variable interest rate which, when drawn upon, subjects us to risks associated with changes in that interest rate.

During fiscal [removed: 2016,] [added: 2017,] we had borrowings of [removed: $125,000,000] [added: $300,000,000] under the [removed: credit facility,] [added: term loan,] all of which [added: was outstanding as of January 28, 2018, and $170,000,000 under the revolver, all of which] were repaid in the fourth quarter of fiscal [removed: 2016.][added: 2017.]

A hypothetical increase or decrease of one percentage point on our existing variable rate debt [removed: instrument] [added: instruments] would not materially affect our results of operations or cash flows.

As of January [removed: 29, 2017,] [added: 28, 2018,] our investments, made primarily in [added: interest bearing] demand deposit accounts and money market funds, are stated at cost and approximate their fair values.

Any foreign currency impact related to these international purchase transactions was not significant to us during fiscal [removed: 2016] [added: 2017] or fiscal [removed: 2015.][added: 2016.]

While the impact of foreign currency exchange rate fluctuations was not material to us in fiscal [removed: 2016,] [added: 2017,] we have continued to see volatility in the exchange rates in the countries in which we do business.

| --- | --- |

Substantially all of our purchases and sales are denominated in U.S. dollars, which limits our exposure to this risk.

However, some of our foreign operations have a functional currency other than the U.S. dollar.

##### [Table of Contents](#toc)

| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | |

_Williams-Sonoma, Inc._

_Consolidated Statements of Earnings_

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| _In thousands, except per share amounts_ | | | Fiscal 2016 | | | | Fiscal 2015 | | | | Fiscal 2014 | |

| E-commerce net revenues | | | $ 2,633,602 | | | | $ 2,522,580 | | | | $ 2,370,694 | |

| Retail net revenues | | | 2,450,210 | | | | 2,453,510 | | | | 2,328,025 | |

| Net revenues | | | 5,083,812 | | | | 4,976,090 | | | | 4,698,719 | |

| Cost of goods sold | | | 3,200,502 | | | | 3,131,876 | | | | 2,898,215 | |

| Gross profit | | | 1,883,310 | | | | 1,844,214 | | | | 1,800,504 | |

| Selling, general and administrative expenses | | | 1,410,711 | | | | 1,355,580 | | | | 1,298,239 | |

| Operating income | | | 472,599 | | | | 488,634 | | | | 502,265 | |

| Interest (income) expense, net | | | 688 | | | | 627 | | | | 62 | |

| Earnings before income taxes | | | 471,911 | | | | 488,007 | | | | 502,203 | |

| Income taxes | | | 166,524 | | | | 177,939 | | | | 193,349 | |

| Net earnings | | | $ 305,387 | | | | $ 310,068 | | | | $ 308,854 | |

| Basic earnings per share | | | $ 3.45 | | | | $ 3.42 | | | | $ 3.30 | |

| Diluted earnings per share | | | $ 3.41 | | | | $ 3.37 | | | | $ 3.24 | |

| Shares used in calculation of earnings per share: | | | | | | | | | | | | |

| Basic | | | 88,594 | | | | 90,787 | | | | 93,634 | |

| Diluted | | | 89,462 | | | | 92,102 | | | | 95,200 | |

| _See Notes to Consolidated Financial Statements._ _Williams-Sonoma, Inc._ _Consolidated Statements of Comprehensive Income_ | | | | | | | | | | | | |

| _In thousands_ | | | Fiscal 2016 | | | | Fiscal 2015 | | | | Fiscal 2014 | |

| Other comprehensive income (loss): | | | | | | | | | | | | |

| Foreign currency translation adjustments | | | 1,523 | | | | (7,958 | ) | | | (9,305 | ) |

| Change in fair value of derivative financial instruments, net of tax | | | (916 | ) | | | 1,074 | | | | 806 | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax | | | 106 | | | | (1,184 | ) | | | (573 | ) |

| Comprehensive income | | | $ 306,100 | | | | $ 302,000 | | | | $ 299,782 | |

_See Notes to Consolidated Financial Statements._

_Consolidated Balance Sheets_

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| _In thousands, except per share amounts_ | | Jan. 29, 2017 | | | | Jan. 31, 2016 | | |

| ASSETS | | | | | | | | |

| Current assets | | | | | | | | |

Pottery [removed: Barn] [added: Barn’s] stores, website, and catalogs are specially designed to make shopping an enjoyable experience, with inspirational lifestyle displays dedicated to every space in the home.

[removed: Mixing clean lines, natural materials and handcrafted collections from] the U.S. and around the world, West Elm creates unique, affordable designs for modern living.

From its commitment to Fair Trade Certified, local and handcrafted products, to its community-driven in-store events and collaborations, [removed: and] to its role as part of an active [added: community on social media, everything West Elm does is designed to make an impact.]

Rejuvenation, founded in 1977 with a passion for [removed: old buildings, vintage lighting and house parts] [added: timeless design] and [removed: great design,] [added: quality craftsmanship,] was acquired by Williams-Sonoma, Inc. in 2011.

With manufacturing [added: and distribution] facilities in Portland, Oregon, Rejuvenation offers a wide assortment of [removed: high-quality] [added: made-to-order] lighting, hardware, furniture and home décor inspired by history, designed for today and made to last for years to come.

As of January [removed: 29, 2017,] [added: 28, 2018,] the e-commerce channel had the following merchandise strategies: Williams Sonoma, Pottery Barn, Pottery Barn Kids, West Elm, PBteen, Williams Sonoma Home, Rejuvenation and Mark and Graham, which sell our products through our e-commerce websites and direct-mail catalogs.

We offer shipping from many of our brands to countries worldwide, while our catalogs reach customers throughout the U.S. [added: The e-commerce channel complements the retail channel by building brand awareness] and [removed: Australia.][added: acting as an effective advertising vehicle.]

In addition, we believe that our e-commerce websites and our [removed: direct mail] [added: direct-mail] catalogs act as a cost-efficient means of testing market acceptance of new products and new brands.

Leveraging these insights and our multi-channel positioning, our marketing efforts, including [removed: the use of online] [added: digital] advertising and the circulation of catalogs, are targeted toward driving sales to each of our channels.

As of January [removed: 29, 2017,] [added: 28, 2018,] the retail channel had the following merchandise strategies: Williams Sonoma, Pottery Barn, Pottery Barn Kids, West Elm and Rejuvenation, operating [removed: 629] [added: 631] stores comprising [removed: 583] [added: 586] stores in 43 states, Washington, D.C. and Puerto Rico, [removed: 26] [added: 24] stores in Canada, 19 stores in Australia and [removed: 1 store] [added: 2 stores] in the United Kingdom.

We also have multi-year franchise agreements with third parties [removed: that currently operate 66 franchised stores and/or e-commerce websites] in the Middle East, the [removed: Philippines and Mexico.][added: Philippines,]

We purchase most of our merchandise from numerous foreign and domestic manufacturers and importers, the largest of which accounted for approximately 2% of our purchases during fiscal [removed: 2016.][added: 2017.]

Approximately [removed: 64%] [added: 65%] of our merchandise purchases in fiscal [removed: 2016] [added: 2017] were sourced from foreign vendors in 43 countries, predominantly in [removed: Asia] [added: Europe] and [removed: Europe.][added: Asia.]

Our specialty retail stores, e-commerce websites and direct-mail catalogs compete with other retailers, including large department stores, discount retailers, other specialty retailers offering home-centered assortments, other e-commerce websites and other [removed: direct mail] [added: direct-mail] catalogs.

As of January [removed: 29, 2017,] [added: 28, 2018,] we had approximately [removed: 28,300] [added: 27,800] employees, of whom approximately [removed: 10,500] [added: 10,900] were full-time.

In preparation for and during our fiscal [removed: 2016] [added: 2017] holiday selling season, we hired approximately [removed: 9,100] [added: 9,300] temporary employees primarily in our retail stores, [removed: distribution facilities and] customer care [removed: centers.][added: centers and distribution facilities.]

We own and/or have applied to register [removed: 118] [added: 126] separate trademarks and service marks.

We own and/or have applied to register our key brand names as trademarks in the U.S. and [removed: 93] [added: 94] additional jurisdictions.

We also own numerous copyrights and trade dress rights for our products, product packaging, catalogs, books, house publications, [removed: website designs and store designs, among other things, which are used by our subsidiaries and franchisees under a license.]

In addition, we have registered and maintain numerous Internet domain names, including “williams-sonoma.com,” “potterybarn.com,” “potterybarnkids.com,” [added: “pbteen.com,” “westelm.com,” “wshome.com,” “williams-sonomainc.com,” “rejuvenation.com” and “markandgraham.com.” Collectively, the trademarks, copyrights, trade dress rights and domain names that we hold are of material importance to us.]

We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom and offer international shipping to customers worldwide.

Our unaffiliated franchisees operate stores in the Middle East, the Philippines, Mexico and South Korea, as well as e-commerce websites in certain locations.

West Elm inspires customers to express their personal style with great design that is accessible, affordable and attainable.

Mixing clean lines, natural materials and handcrafted collections from

_Outward_

In 2017, we acquired Outward, Inc., a 3-D imaging and augmented reality platform for the home furnishings and décor industry.

Headquartered in San Jose, California, Outward’s technology enables applications in product visualization, digital room design and augmented and virtual reality.

Mexico and South Korea that currently operate 93 franchised stores as well as e-commerce websites in certain locations.

website designs and store designs, among other things, which are used by our subsidiaries and franchisees under a license.

Investors and others should note that we announce material financial and operational information to our investors using our Investor Relations website (http://ir.williams-sonomainc.com), press releases, SEC filings and public conference calls and webcasts.

We currently operate retail stores in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, and franchise our brands to third parties in the Middle East, the Philippines and Mexico.

In addition, during fiscal 2016, we entered into a franchise agreement with an unaffiliated franchisee to operate stores and e-commerce websites in South Korea, beginning in 2017.

Our products are also available to customers through our catalogs and online worldwide.

West Elm helps customers express their personal style at home.

community on social media, everything West Elm does is designed to make an impact.

West Elm also operates West Elm Workspace, which provides furnishings to the commercial sector, and recently announced its expansion into the travel and hospitality industry with the launch of West Elm Hotels.

The e-commerce channel complements the retail channel by building brand awareness and acting as an effective advertising vehicle.

“pbteen.com,” “westelm.com,” “wshome.com,” “williams-sonomainc.com,” “rejuvenation.com” and “markandgraham.com.” Collectively, the trademarks, copyrights, trade dress rights and domain names that we hold are of material importance to us.

For the fiscal year ended January [removed: 29, 2017.][added: 28, 2018.]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company, or emerging growth] company.

See definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller [added: reporting company) Smaller reporting company ☐ Emerging growth company ☐]

As of July [removed: 31, 2016,] [added: 30, 2017,] the approximate aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $4,757,778,000.][added: $3,945,278,000.]

It is assumed for purposes of this computation that an affiliate includes all persons as of July [removed: 31, 2016] [added: 30, 2017] listed as executive officers and directors with the Securities and Exchange Commission.

As of March [removed: 26, 2017, 86,840,278] [added: 25, 2018, 83,310,319] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders, also referred to in this Annual Report on Form 10-K as our Proxy Statement, which will be filed with the Securities and Exchange Commission, or SEC, have been incorporated in Part III hereof.

This Annual Report on Form 10-K and the [removed: letters] [added: letter] to stockholders contained in this Annual Report contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our business and operating results to differ materially from those expressed or implied by such forward-looking statements.

Such forward-looking statements include, without limitation, statements related to: projections of earnings, revenues, growth and other financial items; the strength of our business and our brands; our [added: ability to execute] strategic [added: priorities and growth] initiatives regarding [removed: innovation] [added: digital leadership, product innovation, retail transformation] and operational [removed: excellence and related investments;] [added: excellence;] our beliefs about our [removed: advantages and leadership position across our brands;] [added: competitive advantages;] our ability to drive long-term [removed: profitable growth;] [added: sustainable returns;] the plans, strategies, initiatives and objectives of management for future operations; our brands, products and related initiatives, including our ability to introduce new brands, new products and product lines and bring in new customers; our belief that our e-commerce websites and [removed: direct mail] [added: direct-mail] catalogs act as a cost-efficient means of testing market acceptance of new products and new brands; the complementary nature of our e-commerce and retail channels; our marketing efforts; our [added: acquisition of Outward, Inc., including the valuation of intangible assets acquired; our] global business and expansion efforts, including franchise, other third-party arrangements and company-owned operations; our ability to attract new customers; the seasonal variations in demand; our ability to recruit, retain and motivate skilled personnel; our belief in the reasonableness of the steps taken to protect the security and confidentiality of the information we collect; our belief in the adequacy of our facilities and the availability of suitable additional or substitute space; our belief in the ultimate resolution of current legal proceedings; the payment of dividends; our stock repurchase program; our capital allocation strategy in fiscal [removed: 2017;] [added: 2018;] our planned use of cash in fiscal [removed: 2017;] [added: 2018;] our compliance with financial covenants; our belief that our cash on hand and available credit facilities will provide adequate liquidity for our business operations over the next 12 months; [removed: our belief that] [added: the impact of the 2017 Tax Cuts and Jobs Act, including] our [added: evaluation of the impact on the] accumulated [removed: undistributed] earnings of our foreign [removed: subsidiaries are sufficient to support our anticipated future cash needs of our foreign operations; our intentions regarding the utilization of such undistributed earnings;] [added: subsidiaries;] our belief regarding the effects of potential losses under our indemnification obligations; the impact of inflation; the effects of changes in our inventory reserves; the impact of new accounting pronouncements; and statements of belief and statements of assumptions underlying any of the foregoing.

FISCAL YEAR ENDED JANUARY [removed: 29, 2017][added: 28, 2018]

| | | [removed: PART I] [added: [PART I](#tx689546_1)] | | | | |

| Item 1. | | [removed: [Business](#tx265187_2)] [added: [Business](#tx689546_2)] | | | 3 | |

| Item 1A. | | [Risk [removed: Factors](#tx265187_3)] [added: Factors](#tx689546_3)] | | | 6 | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx265187_4)] [added: Comments](#tx689546_4)] | | | [removed: 20] [added: 21] | |

| Item 2. | | [removed: [Properties](#tx265187_5)] [added: [Properties](#tx689546_5)] | | | [removed: 20] [added: 21] | |

| Item 3. | | [Legal [removed: Proceedings](#tx265187_6)] [added: Proceedings](#tx689546_6)] | | | [removed: 21] [added: 22] | |

| Item 4. | | [Mine Safety [removed: Disclosures](#tx265187_7)] [added: Disclosures](#tx689546_7)] | | | [removed: 21] [added: 22] | |

| | | [removed: PART II] [added: [PART II](#tx689546_8)] | | | | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx265187_9)] [added: Securities](#tx689546_9)] | | | [removed: 22] [added: 23] | |

| Item 6. | | [Selected Financial [removed: Data](#tx265187_10)] [added: Data](#tx689546_10)] | | | [removed: 25] [added: 26] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx265187_11)] [added: Operations](#tx689546_11)] | | | [removed: 26] [added: 27] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx265187_12)] [added: Risk](#tx689546_12)] | | | [removed: 36] [added: 37] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx265187_13)] [added: Data](#tx689546_13)] | | | [removed: 37] [added: 38] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx265187_14)] [added: Disclosure](#tx689546_14)] | | | [removed: 60] [added: 64] | |

| Item 9A. | | [Controls and [removed: Procedures](#tx265187_15)] [added: Procedures](#tx689546_15)] | | | [removed: 60] [added: 64] | |

| Item 9B. | | [Other [removed: Information](#tx265187_16)] [added: Information](#tx689546_16)] | | | [removed: 61] [added: 65] | |

| | | [removed: PART III] [added: [PART III](#tx689546_17)] | | | | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx265187_18)] [added: Governance](#tx689546_18)] | | | [removed: 62] [added: 66] | |

| Item 11. | | [Executive [removed: Compensation](#tx265187_19)] [added: Compensation](#tx689546_19)] | | | [removed: 62] [added: 66] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx265187_20)] [added: Matters](#tx689546_20)] | | | [removed: 62] [added: 66] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx265187_21)] [added: Independence](#tx689546_21)] | | | [removed: 62] [added: 66] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx265187_22)] [added: Services](#tx689546_22)] | | | [removed: 62] [added: 66] | |

| | | [removed: PART IV] [added: [PART IV](#tx689546_23)] | | | | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx265187_24)] [added: Schedules](#tx689546_24)] | | | [removed: 63] [added: 67] | |

10-K 1 d689546d10k.htm 10-K

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| Item 16. | | [Form 10-K Summary](#tx689546_25) | | | 71 | |

10-K 1 d265187d10k.htm 10-K

(Check one):

reporting company) Smaller reporting company ☐

| | | | | | | |

For our store locations, our gross leased store space as of January [removed: 29, 2017] [added: 28, 2018] totaled approximately [removed: 6,359,000] [added: 6,451,000] square feet for [removed: 629] [added: 631] stores compared to approximately [removed: 6,163,000] [added: 6,359,000] square feet for [removed: 618] [added: 629] stores as of January [removed: 31, 2016.][added: 29, 2017.]

The following table summarizes the location and size of our leased facilities occupied as of January [removed: 29, 2017:][added: 28, 2018:]

| Other | | | [removed: 573,000] [added: 32,000] | |

| New York | | | [removed: 264,000] [added: 238,000] | |

| California | | | [removed: 240,000] [added: 249,000] | |

| Oregon | | | [removed: 71,000] [added: 49,000] | |

As of January [removed: 29, 2017,] [added: 28, 2018,] the total leased space relating to these properties was not material to us and is not included in the occupied square footage reported above.

As of January [removed: 29, 2017] [added: 28, 2018,] we owned 471,000 square feet of space, primarily in California, for our corporate headquarters and certain data center operations.

| Ohio | | | 265,000 | |

| Florida | | | 116,000 | |

| Massachusetts | | | 112,000 | |

| Colorado | | | 80,000 | |

| Oklahoma | | | 36,000 | |

| Other | | | 25,000 | |

| Fiscal [removed: 2015] [added: 2017] | | | | High | | | | Low | | |

The closing price of our common stock on the NYSE on March [removed: 26, 2017] [added: 25, 2018] was [removed: $47.96.][added: $50.11.]

The number of stockholders of record of our common stock as of March [removed: 26, 2017] [added: 25, 2018] was [removed: 358.][added: 341.]

This graph compares the cumulative total stockholder return for our common stock with those of the NYSE Composite Index and [removed: the] S&P [removed: Retailing Index,] [added: Retailing,] our peer group index.

and [removed: the] S&P [removed: Retailing Index][added: Retailing]

[removed: ][added: ]

In fiscal [removed: 2016,] [added: 2017,] fiscal [removed: 2015] [added: 2016] and fiscal [removed: 2014,] [added: 2015,] total cash dividends declared were approximately [removed: $133,588,000,] [added: $135,779,000,] or [removed: $1.48] [added: $1.56] per common share, [removed: $130,290,000,] [added: $133,588,000,] or [removed: $1.40] [added: $1.48] per common share, and [removed: $125,378,000,] [added: $130,290,000,] or [removed: $1.32] [added: $1.40] per common share, respectively.

In March [removed: 2017,] [added: 2018,] we announced that our Board of Directors had authorized a [removed: 5%] [added: 10%] increase in our quarterly cash dividend, from [removed: $0.37 to] $0.39 [added: to $0.43] per common share, [added: for an annual cash dividend of $1.72 per share,] subject to capital availability.

During fiscal [removed: 2014,] [added: 2017,] we repurchased [removed: 3,331,557] [added: 4,050,697] shares of our common stock at an average cost of [removed: $67.35] [added: $48.43] per share and a total cost of [removed: $224,377,000.][added: $196,179,000.]

The following table summarizes our repurchases of shares of our common stock during the fourth quarter of fiscal [removed: 2016] [added: 2017] under our [removed: $500,000,000] stock repurchase program:

| Fiscal period | | | | | Total Number of Shares [removed: Purchased] [added: Purchased1] | | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of a Publicly Announced [removed: Program] [added: Program1] | | | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program | |

| 4th Quarter | | | | $ | 55.88 | | | $ | 44.01 | |

| 3rd Quarter | | | | $ | 54.18 | | | $ | 42.68 | |

| 2nd Quarter | | | | $ | 54.85 | | | $ | 43.96 | |

| 1st Quarter | | | | $ | 55.89 | | | $ | 46.44 | |

| 4th Quarter | | | | $ | 56.94 | | | $ | 45.98 | |

| 3rd Quarter | | | | $ | 57.40 | | | $ | 45.96 | |

| 2nd Quarter | | | | $ | 61.03 | | | $ | 47.66 | |

| 1st Quarter | | | | $ | 61.97 | | | $ | 49.39 | |

| | | 2/3/13 | | 2/2/14 | | 2/1/15 | | 1/31/16 | | 1/29/17 | | 1/28/18 |

| Williams-Sonoma, Inc. | | 100.00 | | 123.90 | | 181.29 | | 122.14 | | 115.52 | | 133.91 |

| NYSE Composite Index | | 100.00 | | 113.96 | | 123.38 | | 115.60 | | 139.03 | | 172.18 |

| S&P Retailing | | 100.00 | | 127.31 | | 153.15 | | 183.73 | | 218.98 | | 320.95 |

In March 2018, we announced that our Board of Directors had authorized an increase in our stock repurchase program to $500,000,000.

| October 30, 2017 | | – November 26, 2017 | | | 316,700 | | | | $ 48.32 | | | | 316,700 | | | | $ 240,954,000 | |

| November 27, 2017 | | – December 24, 2017 | | | 263,000 | | | | $ 51.01 | | | | 263,000 | | | | $ 227,539,000 | |

| December 25, 2017 | | – January 28, 2018 | | | 244,700 | | | | $ 53.70 | | | | 244,700 | | | | $ 214,399,000 | |

| Total | | | | | 824,400 | | | | $ 50.77 | | | | 824,400 | | | | $ 214,399,000 | |

| _1_ | _Excludes shares withheld for employee taxes upon vesting of stock-based awards._ |

| --- | --- |

| 4th Quarter | | | | | $56.94 | | | | $45.98 | |

| 3rd Quarter | | | | | $57.40 | | | | $45.96 | |

| 2nd Quarter | | | | | $61.03 | | | | $47.66 | |

| 1st Quarter | | | | | $61.97 | | | | $49.39 | |

| 4th Quarter | | | | | $75.90 | | | | $47.33 | |

| 3rd Quarter | | | | | $89.38 | | | | $71.03 | |

| 2nd Quarter | | | | | $85.37 | | | | $74.75 | |

| 1st Quarter | | | | | $84.75 | | | | $73.14 | |

| | | 1/29/12 | | 2/3/13 | | 2/2/14 | | 2/1/15 | | 1/31/16 | | 1/29/17 |

| Williams-Sonoma, Inc. | | 100.00 | | 131.04 | | 162.36 | | 237.56 | | 160.06 | | 151.39 |

| NYSE Composite Index | | 100.00 | | 116.94 | | 133.26 | | 144.28 | | 135.18 | | 162.58 |

| S&P Retailing Index | | 100.00 | | 129.17 | | 162.55 | | 195.46 | | 229.73 | | 273.22 |

| October 31, 2016 | | – November 27, 2016 | | | 179,052 | | | | $ 49.33 | | | | 179,052 | | | | $ 437,851,000 | |

| November 28, 2016 | | – December 25, 2016 | | | 256,723 | | | | $ 54.46 | | | | 256,723 | | | | $ 423,871,000 | |

| December 26, 2016 | | – January 29, 2017 | | | 271,232 | | | | $ 49.01 | | | | 271,232 | | | | $ 410,578,000 | |

| Total | | | | | 707,007 | | | | $ 51.07 | | | | 707,007 | | | | $ 410,578,000 | |

| _In thousands, except percentages, per share amounts and retail stores data_ | | Fiscal [removed: 2016] [added: 2017] (52 Weeks) | | | | Fiscal [removed: 2015] [added: 2016] (52 Weeks) | | | | Fiscal [removed: 2014] [added: 2015] (52 Weeks) | | | | Fiscal [removed: 2013] [added: 2014] (52 Weeks) | | | | Fiscal [removed: 2012 (53] [added: 2013 (52] Weeks) | | |

| Net revenues | | $ | [removed: 5,083,812] [added: 5,292,359] | | | $ | [removed: 4,976,090] [added: 5,083,812] | | | $ | [removed: 4,698,719] [added: 4,976,090] | | | $ | [removed: 4,387,889] [added: 4,698,719] | | | $ | [removed: 4,042,870] [added: 4,387,889] | |

| Net revenue growth | | | [removed: 2.2%] [added: 4.1%] | | | | [removed: 5.9%] [added: 2.2%] | | | | [removed: 7.1%] [added: 5.9%] | | | | [removed: 8.5%] [added: 7.1%] | | | | [removed: 8.7%] [added: 8.5%] | |

| Comparable brand revenue growth_1_ | | | [removed: 0.7%] [added: 3.2%] | | | | [removed: 3.7%] [added: 0.7%] | | | | [removed: 7.1%] [added: 3.7%] | | | | [removed: 8.8%] [added: 7.1%] | | | | [removed: 6.1%] [added: 8.8%] | |

| Gross profit | | $ | [removed: 1,883,310] [added: 1,931,711] | | | $ | [removed: 1,844,214] [added: 1,883,310] | | | $ | [removed: 1,800,504] [added: 1,844,214] | | | $ | [removed: 1,704,216] [added: 1,800,504] | | | $ | [removed: 1,592,476] [added: 1,704,216] | |

| Gross margin | | | [removed: 37.0%] [added: 36.5%] | | | | [removed: 37.1%] [added: 37.0%] | | | | [removed: 38.3%] [added: 37.1%] | | | | [removed: 38.8%] [added: 38.3%] | | | | [removed: 39.4%] [added: 38.8%] | |

| Operating income | | $ | [removed: 472,599] [added: 453,811] | | | $ | [removed: 488,634] [added: 472,599] | | | $ | [removed: 502,265] [added: 488,634] | | | $ | [removed: 452,098] [added: 502,265] | | | $ | [removed: 409,163] [added: 452,098] | |

| Operating margin_2_ | | | [removed: 9.3%] [added: 8.6%] | | | | [removed: 9.8%] [added: 9.3%] | | | | [removed: 10.7%] [added: 9.8%] | | | | [removed: 10.3%] [added: 10.7%] | | | | [removed: 10.1%] [added: 10.3%] | |

| Net earnings | | $ | [removed: 305,387] [added: 259,545] | | | $ | [removed: 310,068] [added: 305,387] | | | $ | [removed: 308,854] [added: 310,068] | | | $ | [removed: 278,902] [added: 308,854] | | | $ | [removed: 256,730] [added: 278,902] | |

| Basic earnings per share | | $ | [removed: 3.45] [added: 3.03] | | | $ | [removed: 3.42] [added: 3.45] | | | $ | [removed: 3.30] [added: 3.42] | | | $ | [removed: 2.89] [added: 3.30] | | | $ | [removed: 2.59] [added: 2.89] | |

| Diluted earnings per share | | $ | [removed: 3.41] [added: 3.02] | | | $ | [removed: 3.37] [added: 3.41] | | | $ | [removed: 3.24] [added: 3.37] | | | $ | [removed: 2.82] [added: 3.24] | | | $ | [removed: 2.54] [added: 2.82] | |

| Working capital_3_ | | $ | [removed: 405,924] [added: 628,622] | | | $ | [removed: 339,673] [added: 405,924] | | | $ | [removed: 515,975] [added: 339,673] | | | $ | [removed: 558,007] [added: 515,975] | | | $ | [removed: 659,645] [added: 558,007] | |

| Total assets | | $ | [removed: 2,476,879] [added: 2,785,749] | | | $ | [removed: 2,417,427] [added: 2,476,879] | | | $ | [removed: 2,330,277] [added: 2,417,427] | | | $ | [removed: 2,336,734] [added: 2,330,277] | | | $ | [removed: 2,187,679] [added: 2,336,734] | |

| Return on assets | | | [removed: 12.5%] [added: 9.9%] | | | | [removed: 13.1%] [added: 12.5%] | | | | [removed: 13.2%] [added: 13.1%] | | | | [removed: 12.3%] [added: 13.2%] | | | | [removed: 12.0%] [added: 12.3%] | |

| Net cash provided by operating activities | | $ | [removed: 524,709] [added: 499,704] | | | $ | [removed: 544,026] [added: 524,709] | | | $ | [removed: 461,697] [added: 544,026] | | | $ | [removed: 453,769] [added: 461,697] | | | $ | [removed: 364,127] [added: 453,769] | |

| Capital expenditures | | $ | [removed: 197,414] [added: 189,712] | | | $ | [removed: 202,935] [added: 197,414] | | | $ | [removed: 204,800] [added: 202,935] | | | $ | [removed: 193,953] [added: 204,800] | | | $ | [removed: 205,404] [added: 193,953] | |

| Long-term debt and other long-term obligations | | $ | [removed: 71,215] [added: 372,226] | | | $ | [removed: 49,713] [added: 71,215] | | | $ | [removed: 62,698] [added: 49,713] | | | $ | [removed: 61,780] [added: 62,698] | | | $ | [removed: 50,216] [added: 61,780] | |

| Stockholders’ equity | | $ | [removed: 1,248,220] [added: 1,203,566] | | | $ | [removed: 1,198,226] [added: 1,248,220] | | | $ | [removed: 1,224,706] [added: 1,198,226] | | | $ | [removed: 1,256,002] [added: 1,224,706] | | | $ | [removed: 1,309,138] [added: 1,256,002] | |

| Stockholders’ equity per share (book value) | | $ | [removed: 14.29] [added: 14.37] | | | $ | [removed: 13.38] [added: 14.29] | | | $ | [removed: 13.33] [added: 13.38] | | | $ | [removed: 13.35] [added: 13.33] | | | $ | [removed: 13.39] [added: 13.35] | |

| Return on equity | | | [removed: 25.0%] [added: 21.2%] | | | | [removed: 25.6%] [added: 25.0%] | | | | [removed: 24.9%] [added: 25.6%] | | | | [removed: 21.7%] [added: 24.9%] | | | | [removed: 20.0%] [added: 21.7%] | |

| Annual dividends declared per share | | $ | [removed: 1.48] [added: 1.56] | | | $ | [removed: 1.40] [added: 1.48] | | | $ | [removed: 1.32] [added: 1.40] | | | $ | [removed: 1.24] [added: 1.32] | | | $ | [removed: 0.88] [added: 1.24] | |

| E-commerce net revenue growth | | | [removed: 4.4%] [added: 5.5%] | | | | [removed: 6.4%] [added: 4.4%] | | | | [removed: 12.1%] [added: 6.4%] | | | | [removed: 13.1%] [added: 12.1%] | | | | [removed: 14.5%] [added: 13.1%] | |

| E-commerce net revenues as a percent of net revenues | | | [removed: 51.8%] [added: 52.5%] | | | | [removed: 50.7%] [added: 51.8%] | | | | [removed: 50.5%] [added: 50.7%] | | | | [removed: 48.2%] [added: 50.5%] | | | | [removed: 46.2%] [added: 48.2%] | |

| Retail net revenue growth (decline) | | | [added: 2.6% | | | |] (0.1% | ) | | | 5.4% | | | | 2.4% | | | | 4.6% | | [removed: | | 4.1% | |]

| Retail net revenues as a percent of net revenues | | | [removed: 48.2%] [added: 47.5%] | | | | [removed: 49.3%] [added: 48.2%] | | | | [removed: 49.5%] [added: 49.3%] | | | | [removed: 51.8%] [added: 49.5%] | | | | [removed: 53.8%] [added: 51.8%] | |

| Number of stores at year-end | | | [removed: 629] [added: 631] | | | | [removed: 618] [added: 629] | | | | [removed: 601] [added: 618] | | | | [removed: 585] [added: 601] | | | | [removed: 581] [added: 585] | |

| Store selling square footage at year-end | | | [removed: 3,951,000] [added: 4,019,000] | | | | [removed: 3,827,000] [added: 3,951,000] | | | | [removed: 3,684,000] [added: 3,827,000] | | | | [removed: 3,590,000] [added: 3,684,000] | | | | [removed: 3,548,000] [added: 3,590,000] | |

| Store leased square footage at year-end | | | [removed: 6,359,000] [added: 6,451,000] | | | | [removed: 6,163,000] [added: 6,359,000] | | | | [removed: 5,965,000] [added: 6,163,000] | | | | [removed: 5,838,000] [added: 5,965,000] | | | | [removed: 5,778,000] [added: 5,838,000] | |

| _1_ | _Comparable brand revenue is calculated on a 52-week to 52-week [removed: basis, with the exception of fiscal 2012 which was calculated on a 53-week to 53-week] basis. See definition of comparable brand revenue within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”_ | |

| _3_ | _In fiscal 2015, we prospectively adopted [removed: ASU] [added: Accounting Standards Update] 2015-17, Balance Sheet Classification of Deferred Taxes, and now present both deferred tax assets and deferred tax liabilities as noncurrent in our Consolidated Balance Sheets. Prior balance sheets were not retrospectively adjusted and, as a result, working capital for fiscal [removed: 2012, fiscal] 2013 and fiscal 2014 may not be comparable to fiscal [removed: 2015] [added: 2015, fiscal 2016] and fiscal [removed: 2016._] [added: 2017._] | |

| Shares used in calculation of earnings per share: | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 85,592 | | | | 88,594 | | | | 90,787 | | | | 93,634 | | | | 96,669 | |

| Diluted | | | 86,080 | | | | 89,462 | | | | 92,102 | | | | 95,200 | | | | 98,765 | |

| Weighted average basic shares outstanding during the period | | | 88,594 | | | | 90,787 | | | | 93,634 | | | | 96,669 | | | | 99,266 | |

| Weighted average diluted shares outstanding during the period | | | 89,462 | | | | 92,102 | | | | 95,200 | | | | 98,765 | | | | 101,051 | |

| --- | --- |

_Williams-Sonoma, Inc._

_Consolidated Statements of Earnings_

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| _In thousands, except per share amounts_ | | | Fiscal 2017 | | | | Fiscal 2016 | | | | Fiscal 2015 | |

| E-commerce net revenues | | | $ 2,778,457 | | | | $ 2,633,602 | | | | $ 2,522,580 | |

| Retail net revenues | | | 2,513,902 | | | | 2,450,210 | | | | 2,453,510 | |

| Net revenues | | | 5,292,359 | | | | 5,083,812 | | | | 4,976,090 | |

| Cost of goods sold | | | 3,360,648 | | | | 3,200,502 | | | | 3,131,876 | |

| Gross profit | | | 1,931,711 | | | | 1,883,310 | | | | 1,844,214 | |

| Selling, general and administrative expenses | | | 1,477,900 | | | | 1,410,711 | | | | 1,355,580 | |

| Operating income | | | 453,811 | | | | 472,599 | | | | 488,634 | |

| Interest (income) expense, net | | | 1,372 | | | | 688 | | | | 627 | |

| Earnings before income taxes | | | 452,439 | | | | 471,911 | | | | 488,007 | |

| Income taxes | | | 192,894 | | | | 166,524 | | | | 177,939 | |

| Net earnings | | | $ 259,545 | | | | $ 305,387 | | | | $ 310,068 | |

| Basic earnings per share | | | $ 3.03 | | | | $ 3.45 | | | | $ 3.42 | |

| Diluted earnings per share | | | $ 3.02 | | | | $ 3.41 | | | | $ 3.37 | |

| Shares used in calculation of earnings per share: | | | | | | | | | | | | |

| Basic | | | 85,592 | | | | 88,594 | | | | 90,787 | |

| Diluted | | | 86,080 | | | | 89,462 | | | | 92,102 | |

_See Notes to Consolidated Financial Statements._

_Williams-Sonoma, Inc._

_Consolidated Statements of Comprehensive Income_

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| _In thousands_ | | | Fiscal 2017 | | | | Fiscal 2016 | | | | Fiscal 2015 | |

| Net earnings | | | $ 259,545 | | | | $ 305,387 | | | | $ 310,068 | |

| Other comprehensive income (loss): | | | | | | | | | | | | |

| Foreign currency translation adjustments | | | 3,730 | | | | 1,523 | | | | (7,958 | ) |

| Change in fair value of derivative financial instruments, net of tax (tax benefit) of $(259), $(327) and $380 | | | (715 | ) | | | (916 | ) | | | 1,074 | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax (tax benefit) of $(38), $(41) and $421 | | | 106 | | | | 106 | | | | (1,184 | ) |

| Comprehensive income | | | $ 262,666 | | | | $ 306,100 | | | | $ 302,000 | |

_See Notes to Consolidated Financial Statements._

##### [Table of Contents](#toc)

_Williams-Sonoma, Inc._

_Consolidated Balance Sheets_

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

As of January [removed: 29, 2017,] [added: 28, 2018,] an evaluation was performed by management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures.

Our management assessed the effectiveness of the company’s internal control over financial reporting as of January [removed: 29, 2017.][added: 28, 2018.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in _Internal Control-Integrated Framework (2013)._ Based on our assessment using those criteria, our management concluded that, as of January [removed: 29, 2017,] [added: 28, 2018,] our internal control over financial reporting is effective.

Their audit report appears on pages [removed: 58] [added: 62] and [removed: 59] [added: 63] of this Annual Report on Form 10-K.

[removed: Notes] [added: | [Notes] to Consolidated Financial [removed: Statements][added: Statements](#tx689546_206) | | | 42 | |]

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#tx689546_207) | | | 62 | |]

[removed: Quarterly] [added: | [Quarterly] Financial [removed: Information][added: Information](#tx689546_208) | | | 64 | |]

[removed: EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K][added: Exhibit Index]

| 3.1 | | [removed: Amended] [added: [Amended] and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on May 25, 2011, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312511150431/dex31.htm)] |

| 3.2 | | [removed: Amended] [added: [Amended] and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on [removed: February] [added: June] 2, [removed: 2016,] [added: 2017,] File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312517193028/d406732dex31.htm)] |

| 4.1 | | [removed: Form] [added: [Form] of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on May 25, 2011, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312511150431/dex41.htm)] |

| 10.2 | | [removed: Reimbursement] [added: [Reimbursement] Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd. and Bank of America, N.A., dated as of August 30, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended November 3, 2013 as filed with the Commission on December 12, 2013, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312513471753/d613006dex101.htm)] |

| 10.3 | | [removed: First] [added: [First] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and Bank of America, N.A., dated as of August 29, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended November 2, 2014 as filed with the Commission on December 5, 2014, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312514434838/d798275dex101.htm)] |

| 10.4 | | [removed: Second] [added: [Second] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and Bank of America, N.A., dated as of August 28, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended November 1, 2015 as filed with the Commission on December 11, 2015, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312515401464/d39336dex101.htm)] |

| 10.5 | | [removed: Third] [added: [Third] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd., and Bank of America, N.A., dated as of August 26, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 30, 2016 as filed with the Commission on December 7, 2016, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312516787485/d268653dex101.htm)] |

| [removed: 10.6] [added: 10.7] | | [removed: Reimbursement] [added: [Reimbursement] Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and Wells Fargo Bank, N.A., dated as of August 30, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended November 3, 2013 as filed with the Commission on December 12, 2013, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312513471753/d613006dex102.htm)] |

| [removed: 10.7] [added: 10.8] | | [removed: First] [added: [First] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and Wells Fargo Bank, N.A., dated as of August 29, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended November 2, 2014 as filed with the Commission on December 5, 2014, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312514434838/d798275dex102.htm)] |

| [removed: 10.8] [added: 10.9] | | [removed: Second] [added: [Second] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and Wells Fargo Bank, N.A., dated as of August 28, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended November 1, 2015 as filed with the Commission on December 11, 2015, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312515401464/d39336dex102.htm)] |

| [removed: 10.9] [added: 10.10] | | [removed: Third] [added: [Third] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd., and Wells Fargo Bank, N.A., dated as of August 26, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended October 30, 2016 as filed with the Commission on December 7, 2016, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312516787485/d268653dex102.htm)] |

| [removed: 10.10] [added: 10.12] | | [removed: Reimbursement] [added: [Reimbursement] Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and U.S. Bank National Association, dated as of August 30, 2013 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 3, 2013 as filed with the Commission on December 12, 2013, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312513471753/d613006dex103.htm)] |

| [removed: 10.11] [added: 10.13] | | [removed: First] [added: [First] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and U.S. Bank National Association, dated as of August 29, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 2, 2014 as filed with the Commission on December 5, 2014, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312514434838/d798275dex103.htm)] |

| [removed: 10.12] [added: 10.14] | | [removed: Second] [added: [Second] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. [removed: Ltd.] [added: Ltd.,] and U.S. Bank National Association, dated as of August 28, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended November 1, 2015 as filed with the Commission on December 11, 2015, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312515401464/d39336dex103.htm)] |

| [removed: 10.13] [added: 10.15] | | [removed: Third] [added: [Third] Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd., and U.S. Bank National Association, dated as of August 26, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended October 30, 2016 as filed with the Commission on December 7, 2016, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312516787485/d268653dex103.htm)] |

| [removed: 10.15+] [added: 10.17+] | | [removed: Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. 2001 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit D to the Company’s definitive proxy statement on Schedule A as filed on April 7, 2011, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312511091348/ddef14a.htm)] |

| [removed: 10.16+] [added: 10.18+] | | [removed: Forms] [added: [Form] of Notice of Grant and Stock Option Agreement under the Company’s [removed: 2000 Nonqualified Stock Option Plan and] 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2004 as filed with the Commission on December 10, 2004, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312504210939/dex102.htm)] |

| [removed: 10.17+] [added: 10.19+] | | [removed: Form] [added: [Form] of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Stock-Settled Stock Appreciation Right Award Agreement for Director Grants (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2008 as filed with the Commission on April 3, 2008, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312508074283/dex1031.htm)] |

| [removed: 10.18+] [added: 10.20+] | | [removed: Form] [added: [Form] of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Stock-Settled Stock Appreciation Right Award Agreement for Employee Grants (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 22, 2010, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312510062587/dex102.htm)] |

| [removed: 10.19+] [added: 10.21+] | | [removed: Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. 2001 Long-Term Incentive Plan Stock-Settled Stock Appreciation Right Award Agreement for CEO Grant (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2009 as filed with the Commission on April 2, 2009, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312509071708/dex1038.htm)] |

| [removed: 10.20+] [added: 10.22+] | | [removed: Form] [added: [Form] of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Grants to Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 2014 as filed with the Commission on June 12, 2014, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312514234823/d712968dex101.htm)] |

| [removed: 10.21+] [added: 10.23+] | | [removed: Form] [added: [Form] of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 2014 as filed with the Commission on June 12, 2014, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312514234823/d712968dex102.htm)] |

| [removed: 10.22+] [added: 10.24+] | | [removed: Form] [added: [Form] of Williams-Sonoma, Inc. 2001 [removed: Long Term] [added: Long-Term] Incentive Plan Performance Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2014 as filed with the Commission on April 3, 2014, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312514129974/d659151dex1015.htm)] |

| [removed: 10.23+] [added: 10.26+] | | [removed: Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. 2001 Incentive Bonus Plan, as amended (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Commission on April 6, 2012, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312512153704/d287238ddef14a.htm)] |

| [removed: 10.24+] [added: 10.27+] | | [removed: Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. Pre-2005 Executive Deferral Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2009 as filed with the Commission on April 2, 2009, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312509071708/dex1040.htm)] |

| [removed: 10.25+] [added: 10.28+] | | [removed: Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. Amended and Restated Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2015 as filed with the Commission on April 2, 2015, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312515118009/d851953dex1019.htm)] |

| [removed: 10.26+] [added: 10.29+] | | [removed: Williams-Sonoma,] [added: [Williams-Sonoma,] Inc. 401(k) Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 as filed with the Commission on March 31, 2016, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312516525847/d120289dex1023.htm)] |

| [removed: 10.27] [added: 10.30] | | [removed: Memorandum] [added: [Memorandum] of Understanding between the Company and the State of Mississippi, Mississippi Business Finance Corporation, Desoto County, Mississippi, the City of Olive Branch, Mississippi and Hewson Properties, Inc., dated August 24, 1998 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended August 2, 1998 as filed with the Commission on September 14, 1998, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/0000950149-98-001568.txt)] |

| [removed: 10.28] [added: 10.31] | | [removed: Olive] [added: [Olive] Branch Distribution Facility Lease, dated December 1, 1998, between the Company as lessee and WSDC, LLC (the successor-in-interest to Hewson/Desoto Phase I, L.L.C.) as lessor (incorporated by reference to Exhibit 10.3D to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1999 as filed with the Commission on April 30, 1999, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/0000950149-99-000820.txt)] |

| [removed: 10.29] [added: 10.32] | | [removed: First] [added: [First] Amendment, dated September 1, 1999, to the Olive Branch Distribution Facility Lease between the Company as lessee and WSDC, LLC (the successor-in-interest to Hewson/Desoto Phase I, L.L.C.) as lessor, dated December 1, 1998 (incorporated by reference to Exhibit 10.3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2000 as filed with the Commission on May 1, 2000, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000095014900000965/0000950149-00-000965.txt)] |

| [removed: 10.30] [added: 10.33] | | [removed: Lease] [added: [Lease] for an additional Company distribution facility located in Olive Branch, Mississippi between Williams-Sonoma Retail Services, Inc. as lessee and SPI WS II, LLC (the successor-in-interest to Hewson/Desoto Partners, L.L.C.) as lessor, dated November 15, 1999 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2000 as filed with the Commission on May 1, 2000, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000095014900000965/0000950149-00-000965.txt)] |

| [removed: 10.31+] [added: 10.34+] | | [removed: Amended] [added: [Amended] and Restated Employment Agreement with Laura Alber, dated September 6, 2012 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended October 28, 2012 as filed with the Commission December 7, 2012, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex104.htm)] |

| [removed: 10.32+] [added: 10.35+] | | [removed: Amended] [added: [Amended] and Restated Management Retention Agreement with Laura Alber, dated September 6, 2012 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended October 28, 2012 as filed with the Commission December 7, 2012, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex105.htm)] |

| [removed: 10.33+] [added: 10.36+] | | [removed: Amended] [added: [Amended] and Restated 2012 EVP Level Management Retention Plan (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 as filed with the Commission on March 31, 2016, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312516525847/d120289dex1030.htm)] |

| [removed: 10.34+] [added: 10.38+] | | [removed: Form] [added: [Form] of Williams-Sonoma, Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011 as filed with the Commission on September 9, 2011, File No. [removed: 001-14077)] [added: 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312511244225/d212431dex101.htm)] |

| 23.1* | | [removed: Consent] [added: [Consent] of Independent Registered Public Accounting [removed: Firm] [added: Firm](https://www.sec.gov/Archives/edgar/data/719955/000119312518102232/d689546dex231.htm)] |

| | | | | |

| --- | --- | --- | --- | --- |

| | | PAGE | | |

| [Consolidated Statements of Earnings](#tx689546_201) | | | 38 | |

| | | | | |

| [Consolidated Statements of Comprehensive Income](#tx689546_202) | | | 38 | |

| | | | | |

| [Consolidated Balance Sheets](#tx689546_203) | | | 39 | |

| | | | | |

| [Consolidated Statements of Stockholders’ Equity](#tx689546_204) | | | 40 | |

| | | | | |

| [Consolidated Statements of Cash Flows](#tx689546_205) | | | 41 | |

| | | | | |

| | | | | |

| | | | | |

| (a)(3) | Exhibits: The exhibits listed in the below Exhibit Index are filed or incorporated by reference as part of this Form 10-K |

| (b) | Exhibits: The exhibits listed in the below Exhibit Index are filed or incorporated by reference as part of this Form 10-K |

| 10.1* | | [Seventh Amended and Restated Credit Agreement, dated January 8, 2018, between the Company and Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, Wells Fargo Bank, National Association, as syndication agent and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/719955/000119312518102232/d689546dex101.htm) |

| 10.6 | | [Fourth Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd., and Bank of America, N.A., dated as of August 25, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 29, 2017 as filed with the Commission on December 6, 2017, File No. 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312517362895/d466116dex101.htm) |

| 10.11 | | [Fourth Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd., and Wells Fargo Bank, N.A., dated as of August 25, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 29, 2017 as filed with the Commission on December 6, 2017, File No. 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312517362895/d466116dex101.htm) |

| 10.16 | | [Fourth Amendment to Reimbursement Agreement between the Company, Williams-Sonoma Singapore Pte. Ltd., and U.S. Bank National Association, dated as of August 25, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended October 29, 2017 as filed with the Commission on December 6, 2017, File No. 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312517362895/d466116dex103.htm) |

| 10.25+ | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Retention Restricted Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2017 as filed with the Commission on September 8, 2017, File No. 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312517280597/d424250dex101.htm) |

| 10.37+ | | [Separation Agreement and General Release with Sandra Stangl dated March 14, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2017 as file with the Commission on June 2, 2017, File No. 001-14077)](http://www.sec.gov/Archives/edgar/data/719955/000119312517193009/d379443dex101.htm) |

| 21.1* | | [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000119312518102232/d689546dex211.htm) |

Consolidated Statements of Earnings for the fiscal years ended January 29, 2017, January 31, 2016 and February 1, 2015

Consolidated Statements of Comprehensive Income for the fiscal years ended January 29, 2017, January 31, 2016 and February 1, 2015

Consolidated Balance Sheets as of January 29, 2017 and January 31, 2016

Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 29, 2017, January 31, 2016 and February 1, 2015

Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2017, January 31, 2016 and February 1, 2015

| (a)(3) | Exhibits: See Exhibit Index on pages 65 through 69. |

| (b) | Exhibits: See Exhibit Index on pages 65 through 69. |

##### [Table of Contents](#toc)

SIGNATURES

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

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | WILLIAMS-SONOMA, INC. | | |

| Date: March 30, 2017 | | | | | | By | | /s/ LAURA J. ALBER |

| | | | | | | | | Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | |

| --- | --- | --- |

| Date: March 30, 2017 | | /s/ ADRIAN D.P. BELLAMY |

| | | Adrian D.P. Bellamy |

| | | Chairman of the Board of Directors |

| Date: March 30, 2017 | | /s/ LAURA J. ALBER |

| | | Laura J. Alber |

| | | Chief Executive Officer |

| | | (principal executive officer) |

| Date: March 30, 2017 | | /s/ JULIE P. WHALEN |

| | | Julie P. Whalen |

| | | Chief Financial Officer |

| | | (principal financial officer and principal accounting officer) |

| Date: March 30, 2017 | | /s/ ROSE MARIE BRAVO |

| | | Rose Marie Bravo |

| | | Director |

| Date: March 30, 2017 | | /s/ ADRIAN T. DILLON |

| | | Adrian T. Dillon |

| Date: March 30, 2017 | | /s/ ANTHONY A. GREENER |

| | | Anthony A. Greener |

| Date: March 30, 2017 | | /s/ TED W. HALL |

| | | Ted W. Hall |

| Date: March 30, 2017 | | /s/ SABRINA SIMMONS |

| | | Sabrina Simmons |

| --- | --- |

None.

##### [Table of Contents](#toc)

SIGNATURES

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

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | WILLIAMS-SONOMA, INC. | | |

| | | | | | | | | |

| Date: March 29, 2018 | | | | | | By | | /s/ LAURA ALBER |

| | | | | | | | | Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | |

| --- | --- | --- |

| Date: March 29, 2018 | | /s/ ADRIAN BELLAMY |

| | | Adrian Bellamy |

| | | Chairman of the Board of Directors |

| | | |

| Date: March 29, 2018 | | /s/ LAURA ALBER |

| | | Laura Alber |

| | | Chief Executive Officer |

| | | (principal executive officer) |

| | | |

| Date: March 29, 2018 | | /s/ JULIE WHALEN |

| | | Julie Whalen |

| | | Chief Financial Officer |

| | | (principal financial officer and principal accounting officer) |

| | | |

| Date: March 29, 2018 | | /s/ ROSE MARIE BRAVO |

| | | Rose Marie Bravo |

| | | Director |

| | | |

| Date: March 29, 2018 | | /s/ ANTHONY GREENER |

| | | Anthony Greener |

| | | Director |

| | | |

| Date: March 29, 2018 | | /s/ ROBERT LORD |

| | | Robert Lord |

| | | Director |

| | | |