Williams-Sonoma (WSM) 10-K risk factor changes: FY2022 vs FY2021

If any of such risks and uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations”, “Quantitative] and [added: Qualitative Disclosures about Market Risk” and] elsewhere in this report and in our other public filings.

*•If we are unable to identify and analyze factors affecting our business, anticipate changing consumer preferences and buying trends, and manage our inventory [added: and marketing spend] commensurate with customer demand, our sales levels and operating results may decline.*

[removed: - *Our] [added: *•Our] business has been and may continue to be materially impacted by the COVID-19 pandemic, and the duration and extent to which this will impact our future [added: results of operations and overall] financial performance remains uncertain.*

*•Our failure to successfully manage the costs and performance of our [removed: catalog mailings] [added: digital advertising] might have a negative impact on our business.*

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*•We depend on foreign vendors and third-party agents for timely and effective sourcing of our merchandise, and we may not be able to acquire products in [removed: sufficient] [added: appropriate] quantities and at acceptable prices to meet our needs.*

*•We [removed: do not] have [removed: extensive] [added: limited] experience operating on a global basis and our failure to effectively manage the risks and challenges inherent in a global business could adversely affect our business, operating results and financial condition and growth prospects.*

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, [removed: including] inflationary pressures, consumer disposable income, fuel prices, recession and fears of recession, unemployment, war and fears of war, outbreaks of [removed: disease (such as the COVID-19 pandemic),] [added: disease,] adverse weather, availability of consumer credit, consumer debt levels, conditions in the housing market, [added: elevated] interest rates, sales tax rates and rate increases, [removed: inflation,] consumer confidence [removed: in future economic and political conditions, and consumer perceptions of personal well-being and security.]

*If we are unable to identify and analyze factors affecting our business, anticipate changing consumer preferences and buying trends, and manage our inventory [added: and marketing spend] commensurate with customer demand, our sales levels and operating results may decline.*

Additionally, changes in customer preferences and buying trends may [removed: also] affect our brands differently.

We must also be able to identify and adjust the customer offerings in [added: each of] our brands to cater to customer demands.

Alternatively, we may be required to mark down certain products to sell any excess inventory or to sell such inventory through our outlet [removed: stores] or other liquidation channels at prices which are significantly lower than our retail prices, any of which would negatively impact our business and operating results.

Our vendors also may not have the capacity to handle our demands or may go out of business or have other delays in production in times of economic [removed: crisis, including due to the impact of the COVID-19 pandemic.][added: crisis.]

For example, [added: during the COVID-19 pandemic,] we [removed: continue to experience] [added: experienced] elevated levels of demand for many of our products, and as a result, we [removed: have, and expect to continue to, encounter] [added: encountered] delays in fulfilling this demand and replenishing to appropriate inventory levels.

Additionally, although we continue to insource furniture delivery hubs in certain geographies and continue with the regionalization of our retail and e-commerce fulfillment capabilities, we are subject to risks that may disrupt our supply chain operations or regionalization efforts, such as increasing labor costs, union organizing activity (including the [added: UPS Teamsters negotiation scheduled to occur in mid-2023, the] International [added: Longshoremen's Association negotiations to occur during 2023, and the International] Longshore & Warehouse Union negotiations to occur during [removed: the first half of 2022,] [added: 2023,] which may affect port operations) 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, union organizing activity (such as the [added: UPS Teamsters negotiation scheduled to occur in mid-2023, the] International [added: Longshoremen's Association negotiations to occur during 2023, and the International] Longshore & Warehouse Union negotiations to occur during [removed: the first half of 2022] [added: 2023] which may affect port operations), adverse weather, natural disasters, climate change, the closure of such carriers’ offices or a reduction in operational hours due to an economic slowdown or the inability to sufficiently ramp up operational hours during an economic recovery or upturn, availability of adequate trucking or railway providers, [added: the potential for railway and port worker strikes,] possible acts of terrorism, war, outbreaks of disease [removed: (such as the COVID-19 pandemic)] or other factors affecting such carriers’ ability to provide delivery services to meet our shipping needs, disruptions or increased fuel costs and [removed: costs associated with any regulations to address climate change.]

Further, we have experienced, and may continue to experience increased costs and restricted capacity from our third-party shipping providers and shortages of raw materials used to make our [removed: products.][added: products and increased costs associated with our packaging.]

Although during [removed: fiscal 2021] [added: the COVID-19 pandemic] our [removed: retail store] revenues have grown, there is no guarantee that such growth will continue over a prolonged period of time [added: or that our revenues will not decline] as [added: consumers return to] the [removed: pandemic subsides] [added: workplace] and [removed: consumers] spend less time at home, or if the COVID-19 pandemic worsens due to new variants, either of which could result in decreased consumer spending in the markets in which we operate.

The [removed: ultimate] [added: continuing] impact of the COVID-19 pandemic on our results, financial position and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, such as the [removed: transmission rate of the disease, including the] impact from new variants, the extent and effectiveness of containment actions and vaccination rollout throughout the world, and the impact of these and other factors on our stores, offices, employees, distributors, vendors and customers.

Our continued success depends in part on our ability to adapt to a rapidly changing media environment, including our increasing reliance on social media and online [removed: dissemination of] advertising campaigns.

The continued sales growth in the e-commerce industry [removed: a] has encouraged the entry of many new competitors, including discount retailers selling similar products at reduced prices, new business models, and an increase in competition from established companies, many of whom are willing to spend significant funds and/or reduce pricing in order to gain market share.

- effectively managing and controlling our [removed: costs;][added: costs, including advertising spend;]

Our retail stores, corporate offices, distribution and manufacturing facilities, infrastructure and e-commerce operations, as well as the operations of our vendors from which we receive goods and services, are vulnerable to damage from earthquakes, tornadoes, [removed: hurricanes, fires, floods or other volatile weather, power losses, telecommunications failures, hardware and software failures, computer hacking, cybersecurity breaches, computer viruses and similar events.]

Our ability to achieve any ESG-related goal or objective is subject to numerous risks, many of which are outside of our control, including: [removed: (1)] [added: (i)] the availability and cost of [removed: low- or non-carbon-based] [added: renewable] energy [removed: sources] [added: sources, credits] and technologies, [removed: (2)] [added: (ii)] evolving regulatory requirements affecting ESG standards or disclosures, [removed: (3)] [added: (iii)] the availability of vendors and suppliers that can meet our sustainability, diversity and other standards, and [removed: (4)] [added: (iv)] the availability [added: and cost] of raw materials that meet and further our sustainability goals.

If our ESG practices do not meet evolving consumer, employee, [removed: investor] [added: investor, regulatory body,] or other stakeholder expectations and standards or our publicly-stated goals, then our reputation, our ability to attract or retain employees and our competitiveness, including as an investment and business partner, could be negatively impacted.

[added: Our failure, or perceived failure, to pursue or fulfill our goals, targets and] objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also expose us to government enforcement actions and private litigation.

Our e-commerce channel has been our [removed: fastest growing] [added: fastest-growing] business over the last several years and represented more than [removed: 65%] [added: 66%] of our net revenues and profits in fiscal [removed: 2021.][added: 2022.]

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

Current or future legislation [added: or changes to other corporations' policies] may reduce or restrict our ability to use these techniques, which could reduce the effectiveness of our marketing efforts.

We are also vulnerable to certain additional risks and uncertainties associated with our e-commerce and mobile websites and digital marketing efforts, including: changes in required technology interfaces; website downtime and other technical failures; internet connectivity issues; costs and technical issues as we upgrade our website software; computer viruses; [added: human error;] vendor reliability; changes in applicable federal and state regulations, such as the California Consumer Privacy Act [removed: (“CCPA”),] [added: (“CCPA”)] and [added: the California Privacy Rights Act (“CPRA”), and] related compliance costs; security breaches; and consumer privacy concerns.

We must keep up to date with competitive technology trends and opportunities that are emerging throughout the retail environment, including the use of new or improved technology, evolving creative user interfaces, and other e-commerce marketing [removed: trends such] [added: changes] as [added: it relates to] paid search, re-targeting, loyalty [removed: programs] [added: programs, paid social advertising,] and the proliferation of mobile usage, among others.

*Our failure to successfully manage the costs and performance of our [removed: catalog mailings] [added: digital advertising] might have a negative impact on our business.*

[removed: We] [added: Additionally, we] have historically experienced fluctuations in our customers’ response to our [removed: catalogs.][added: marketing.]

Customer response to our [removed: catalogs] [added: advertisements] is substantially dependent on merchandise assortment, availability and creative presentation, as well as the [removed: selection of customers to whom the catalogs are mailed, timing of delivery of our mailings, the] general retail sales [removed: environment and] [added: environment,] current domestic and global economic [removed: conditions.][added: conditions and competition.]

In addition, if we misjudge the correlation between our [removed: catalog circulation] [added: advertising spend] and net sales, [added: if we mismanage budgets] or if our [removed: catalog] strategy overall does not continue to be successful, our results of operations could be negatively impacted.

For example, we face the risk that our e-commerce business, [removed: including our catalog circulation,] might cannibalize a [removed: significant] portion of our retail sales or our newer brands, brand extensions and products may result in a decrease in sales of existing brands and products.

[removed: As noted above, approximately 35%] [added: Approximately 34%] of our net revenues are generated by our retail stores.

We may not be able to effectively protect [added: or enforce] our intellectual property [added: rights] in the U.S. or in foreign jurisdictions, particularly [removed: if] [added: as] we continue to expand our business offerings and geographic reach.

[added: The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the U.S.] Our trademarks, service marks, copyrights, trade dress rights, trade secrets, domain names, patents, designs, proprietary technology and other intellectual property are valuable assets that are critical to our [removed: success.]

In addition, in the past, we have insourced certain aspects of our business, including certain technology services and the management of certain furniture manufacturing and delivery, each of which [removed: were] [added: was] previously outsourced to third-party providers.

*•Our business is subject to evolving corporate governance and public disclosure regulations and expectations that could expose us to numerous risks.*

*•Our failure to successfully manage the costs and performance of our digital advertising might have a negative impact on our business*

*•Our inability or failure to adequately protect or enforce our intellectual property could negatively impact our business.*

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

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costs associated with any regulations to address climate change.

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hurricanes, fires, floods or other volatile weather, power losses, telecommunications failures, hardware and software failures, computer hacking, cybersecurity breaches, computer viruses and similar events.

Collecting, measuring, and reporting ESG information and metrics can be difficult and time consuming and may require us to rely on data from third parties, such as suppliers and vendors, who may not reliably or accurately track or record such data.

*Our business is subject to evolving corporate governance and public disclosure regulations and expectations that could expose us to numerous risks.*

We are subject to changing rules and regulations promulgated by a number of federal, state, and local governmental and self-regulatory organizations, including the United States Securities and Exchange Commission ("SEC"), the New York Stock Exchange and the Financial Accounting Standards Board.

These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain.

In addition, increasingly, regulators, customers, investors, employees and other stakeholders are focusing on ESG matters and related disclosures.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

For example, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC’s proposed climate-related reporting requirements, and similar proposals by state regulators and other international regulatory bodies.

We may also communicate certain initiatives and goals, regarding environmental matters, diversity, responsible sourcing and social investments and other ESG-related matters, in our SEC filings or in other public disclosures.

These initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized, fined or suffer other adverse consequences based on the inaccuracy, inadequacy or incompleteness of the disclosure.

Further, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals.

If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.

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We use digital advertising to drive sales and traffic to our e-commerce sites.

Competition and available inventory affect the price the company pays when ads are sold and costs which could impact the efficiency of our spend.

- the unionization, or potential for unionization, of store personnel;

*Our inability or failure to adequately protect or enforce our intellectual property could negatively impact our business.*

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success.

The actions we take to protect our intellectual property rights may not be adequate to prevent imitation of our brands and products by others, particularly in jurisdictions that do not have strong intellectual property protection.

Advances in artificial intelligence technology may generate developments, which existing intellectual property laws may not adequately protect against and which may also give rise to a proliferation of infringement which we may not be able to address effectively.

Lastly, we may experience reputational harm should current or former associates post negative comments about us on social media sites.

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to our brands and reputation.

Our global operations in Asia, Australia, Europe and Canada

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Furthermore, many of our raw materials, such as cotton, are generally sourced internationally, and represent a significant part of our business.

As part of our sustainability goals and preferred raw materials strategy, we aim to shift our raw materials to lower emission options, where possible.

Many key inputs and processes in our raw material supply chain are resource and carbon intensive, introducing risk of scarcity due to disruption in availability, price volatility, and drought or other supply issues.

*•Our inability or failure to protect our intellectual property would have a negative impact on our brands, reputation and operating results.*

For example, our third-party providers have experienced transportation disruptions and restrictions due to the COVID-19 pandemic and delays stemming from delayed shipments from Asian ports, congestion at west coast ports, and a shortage of shipping containers needed to ship our products, which have adversely impacted our inventory levels and resulted in elevated, and sometimes lengthy, customer backorders.

In March 2020, we announced the temporary closures of all of our retail store operations to protect our employees, customers and the communities in which we operate and to help contain the COVID-19 pandemic.

As of January 30, 2022, all of our stores have reopened for in-person shopping.

However, we have experienced, and may continue to experience, delays in inventory receipts, increased raw material costs and higher shipping-related charges as a result of port slowdowns and congestion, as well as shipping container shortages, due in part to the impact from COVID-19.

We have also experienced, and may continue to experience, reduced traffic in our stores due to the continued uncertainty around COVID-19 and the high rates of infection in certain areas.

We also implemented temporary work-from-home policies for certain employees during the COVID-19 pandemic, and expect to continue with a hybrid work model in the near term.

While such policies have not significantly impacted productivity or disrupted our business to date, over a prolonged period of time, such policies could adversely impact our ability to conduct our business in the ordinary course.

Government mandates, illness or the absence of a substantial number of distribution center employees may require in the future that we temporarily close one or more of our distribution centers, or may prohibit or significantly limit us, or our third-party logistics providers from delivering packages and merchandise to our customers and our stores.

As of the date of this report, all our distribution centers remain open and operational, but we continue to experience delays resulting from challenges within the supply chain, including material and labor shortages, port congestion, and capacity constraints by our carriers in the delivery of our products.

We also have incurred and expect to continue to incur higher shipping costs due to increases in contracted rates as well as the various surcharges that have been announced by third party shippers on retailers, which are related to the increased shipping demand resulting from the COVID-19 pandemic.

Further, COVID-19 related containment efforts and illnesses could also impact our vendors who manufacture or deliver our merchandise to us or our customers, which could adversely affect our ability to acquire and sell our merchandise, thus adversely affecting our results of operations, cash flows and liquidity.

The COVID-19 pandemic continues to rapidly evolve.

Collecting, measuring, and reporting ESG information and metrics can be difficult and time consuming.

Our failure, or perceived failure, to pursue or fulfill our goals, targets and

We use catalog mailings in the course of our marketing activities.

The cost of paper, printing and catalog distribution impacts our catalog business.

Postal rates affect the cost of our catalog mailings, which may be increased at any time.

Postal service delays can affect the timing of catalog delivery, which could cause customers to forego or defer purchases.

We have also consolidated all of our catalog printing work with one printer and all of our paper purchasing through a single broker, which subjects us to various risks if the vendor or broker fails to perform under our agreements.

Paper costs have also fluctuated significantly in the past and may continue to fluctuate in the future, due, in part, to consolidation within the paper industry.

Our dependence on a single broker and/or further

consolidation in the paper industry could limit our ability in the future to obtain favorable terms including price, custom paper quality, paper quantity and service.

In addition, environmental organizations and other consumer advocacy groups may attempt to create an unfavorable impression of our paper use in catalogs and our distribution of catalogs generally, which may have a negative effect on our sales and our reputation.

*Our inability or failure to protect our intellectual property would have a negative impact on our brands, reputation and operating results.*

our foreign vendors that could harm our image.

with these exposures, changes in those rates and whether we have entered into foreign currency hedge contracts to offset these exposures.

Tariffs or retaliatory trade restrictions implemented by other

Additionally, our effective tax rate in a given financial statement period may be materially impacted by changes in the mix and level of earnings or losses in countries with differing statutory tax rates or by changes to existing laws or regulations.

On July 27, 2017, the

United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021.

These reforms may cause LIBOR to perform differently than in the past or to disappear entirely.

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the 52 weeks ended January [removed: 30, 2022] [added: 29, 2023] (“fiscal [removed: 2021”),] [added: 2022”),] and the 52 weeks ended January [removed: 31, 2021] [added: 30, 2022] (“fiscal [removed: 2020”)] [added: 2021”)] should be read in conjunction with our Consolidated Financial Statements and notes thereto.

A discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the 52 weeks ended January [removed: 31, 2021] [added: 30, 2022] (“fiscal [removed: 2020”),] [added: 2021”),] compared to the 52 weeks ended [removed: February 2, 2020] [added: January 31, 2021] (“fiscal [removed: 2019”),] [added: 2020”),] can be found under Item 7 in our Annual Report on Form 10-K for fiscal [removed: 2020,] [added: 2021,] filed with the SEC on March [removed: 30, 2021,] [added: 28, 2022,] which is available on the SEC’s website at www.sec.gov and under the Financial Reports section of our Investor Relations website.

These brands are also part of The Key Rewards, our [removed: free-to-join] loyalty [added: and credit card] program that offers members exclusive benefits across the Williams-Sonoma family of brands.

During fiscal [removed: 2021,] [added: 2021 and continuing through fiscal 2022,] global supply chain disruptions, including COVID-19 related factory closures and increased port congestion, caused delays in inventory [removed: receipts,] [added: receipts and backorder delays,] increased raw material costs, [removed: shipping container shortages] and higher shipping-related charges.

We expect [removed: these supply chain challenges] [added: the impact of higher product costs, ocean freight, detention and demurrage] to continue into fiscal [removed: 2022,] [added: 2023,] which could negatively impact our business.

*Fiscal [removed: 2021] [added: 2022] Financial Results*

Pottery Barn, our largest brand, delivered [removed: 23.9%] [added: 14.9%] comparable brand revenue [added: ("brand comp")] growth [removed: during the year] driven by [removed: growth in all product categories, including] our [removed: core lifestyle furniture category, home furnishings, decorating, our design services, and our furniture-advantaged] growth initiatives such as [added: our accessible home,] apartment and our [removed: curated] market-place assortment.

Finally, our emerging [removed: brands] [added: brands,] Rejuvenation and Mark and Graham, combined, [removed: accelerated to 33.0% comparable] [added: delivered 9.6%] brand [removed: revenue] [added: comp] growth.

We ended the year with a cash balance of [removed: $850,338,000] [added: $367.3 million] and generated positive operating cash flow of [removed: $1,371,147,000.][added: $1.1 billion.]

This strong liquidity position allowed us to fund the operations of the business by investing [removed: over $226,517,000] [added: $354.1 million] in capital expenditures during fiscal [removed: 2021,] [added: 2022,] and to provide shareholder returns of approximately [removed: $1,086,972,000] [added: $1.1 billion] in fiscal [removed: 2021] [added: 2022] through share repurchases and dividends.

In fiscal [removed: 2021,] [added: 2022,] diluted earnings per share was [removed: $14.75] [added: $16.32] (which included a [removed: $0.10] [added: $0.21] impact from [removed: acquisition-related expenses] [added: the impairment] of [added: Aperture, a division of our] Outward, [removed: Inc.)] [added: Inc. subsidiary)] versus [removed: $8.61] [added: $14.75] in fiscal [removed: 2020] [added: 2021] (which included a [removed: $0.26 impact related to store asset impairments, a $0.13] [added: $0.10] impact from acquisition-related expenses of Outward, [removed: Inc., an $0.11 impact related to inventory write-offs, and a $0.06 benefit related to the adjustment of certain deferred tax assets and liabilities).][added: Inc.).]

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Our three key differentiators - our in-house design, our digital-first channel strategy, and our values - continued to [removed: provide] [added: distinguish us as] the [removed: framework for execution both in our core business] [added: world’s largest digital-first, design-led] and [removed: in our growth areas.][added: sustainable home retailer.]

We have improved several product-finding and purchasing experiences on our [removed: websites; from] [added: websites, including] improved room styling, native registry applications, and the removal of friction in the checkout process.

Additionally, we [removed: relentlessly focus] [added: are focused] on continued optimization and automation in our distribution centers and logistics networks to improve our service times.

*Looking Ahead to [removed: 2022*][added: 2023*]

For information on risks, please see “Risk Factors” in [removed: Part] [added: [Part] I, [removed: Item 1A.][added: Item](#i11feac0231874f069e6311a641ff37e8_19) [1A](#i11feac0231874f069e6311a641ff37e8_19).]

Net revenues consist of sales of merchandise to our customers through our e-commerce websites, [removed: direct-mail catalogs, and at our] retail stores and [added: direct-mail catalogs, and] include shipping fees received from customers for delivery of merchandise to their homes.

Our revenues also include sales to our [removed: franchisees and wholesale customers, breakage income related to our stored-value cards,] [added: business-to-business customers] and [added: franchisees,] incentives received from credit card issuers in connection with our private label and co-branded credit [added: cards, and breakage income related to our stored-value] cards.

The following table summarizes our net revenues by brand for fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020:][added: 2021:]

| *(In thousands)* | | | Fiscal [removed: 2021] [added: 2022 *1*] | | | | | | Fiscal [removed: 2020] [added: 2021 *1*] | | |

| Pottery Barn | | | $ | [removed: 3,120,687] [added: 3,555,521] | | | | | $ | [removed: 2,526,241] [added: 3,120,687] | |

| West Elm | | | [removed: 2,234,548] [added: 2,278,131] | | | | | | [removed: 1,682,254] [added: 2,234,548] | | |

| Williams Sonoma | | | [removed: 1,345,851] [added: 1,286,651] | | | | | | [removed: 1,242,271] [added: 1,345,851] | | |

| Pottery Barn Kids and Teen | | | [removed: 1,139,893] [added: 1,132,937] | | | | | | [removed: 1,042,531] [added: 1,139,893] | | |

| Other [removed: *1*] [added: *2*] | | | [removed: 404,957] [added: 421,177] | | | | | | [removed: 289,892] [added: 404,957] | | |

| Total | | | $ | [removed: 8,245,936] [added: 8,674,417] | | | | | $ | [removed: 6,783,189] [added: 8,245,936] | |

[removed: *1Primarily] [added: *2Primarily] consists of net revenues from Rejuvenation, our international franchise operations and Mark and Graham.*

Comparable brand revenue includes comparable [removed: store sales and] e-commerce sales, including through our direct-mail catalog, [added: and store sales,] as well as shipping fees, sales returns and other discounts associated with current period sales.

Comparable stores are defined as permanent stores where gross square footage did not change by more than 20% in the previous 12 months, and which have been open for at least 12 consecutive months without closure for [removed: seven or] more [removed: consecutive] [added: than seven] days within the same fiscal month.

Comparable stores that were temporarily closed during [removed: either year] [added: fiscal 2021] due to COVID-19 were not excluded from the comparable brand revenue calculation.

| *Comparable brand revenue [removed: growth*] [added: growth (decline)*] | | | Fiscal [removed: 2021] [added: 2022 *1*] | | | | | | Fiscal [removed: 2020] [added: 2021 *1*] | | |

| Pottery Barn | | | [removed: 23.9] [added: 14.9] | | % | | | | [removed: 15.2] [added: 23.9] | | % |

| West Elm | | | [removed: 33.1] [added: 2.5] | | | | | | [removed: 15.2] [added: 33.1] | | |

| Williams Sonoma | | | [removed: 10.5] [added: (1.7)] | | | | | | [removed: 23.8] [added: 10.5] | | |

| Pottery Barn Kids and Teen | | | [removed: 11.6] [added: 0.4] | | | | | | [removed: 16.6] [added: 11.6] | | |

| Total [removed: *1*] [added: *2*] | | | [removed: 22.0] [added: 6.5] | | % | | | | [removed: 17.0] [added: 22.0] | | % |

[removed: *1Total] [added: *2Total] comparable brand revenue growth includes the results of Rejuvenation and Mark and Graham.*

| | | | Fiscal [removed: 2021*1*] [added: 2022] | | | | | | Fiscal [removed: 2020*1*] [added: 2021 *1*] | | |

| Store count – beginning of year | | | [removed: 581] [added: 544] | | | | | | [removed: 614] [added: 581] | | |

Net revenues in fiscal 2022 increased $428.5 million, or 5.2%, with company comparable brand revenue ("company comp") growth of 6.5%.

This was driven by strong order fulfillment and growth initiatives.

On a two-year basis, company comp growth was 28.5%.

On a 3-year basis, Pottery Barn delivered 54.0% brand comp growth.

In West Elm, brand comp growth was 2.5% with strong operating margins, on top of 33.1% brand comp growth the prior year, resulting in a 35.6% brand comp growth on a two-year basis.

On a 3-year basis West Elm generated 50.8% brand comp growth.

West Elm is our brand most affected by the current tough macroeconomic environment.

Our Williams Sonoma brand had a brand comp decrease of 1.7% as we continued recovery in our in-stock inventory position and increased our focus on product exclusivity and innovation.

On a 3-year basis, Williams Sonoma generated 32.6% brand comp growth.

In our Pottery Barn Kids and Teen businesses, we saw brand comp growth of 0.4% driven by growth in baby and dorm as in-stock inventory improved.

Our in-house design capabilities and vertically integrated sourcing organization allow us to deliver high-quality, sustainable products at competitive prices.

Through our e-commerce platform, our in-house customer relationship management and data analytic teams optimize our digital spend and customer connections.

Our stores serve as design centers and omni-fulfillment hubs.

Along with our key differentiators, our success and profitability are driven by our growth initiatives that are cross-brand and/or outside of our core brands.

Our largest cross-brand growth driver is business-to-business, which positions us to furnish our customers everywhere - from restaurants to hotels, from football stadiums to office spaces.

Another successful growth initiative is our expansion into global markets.

We have expanded our franchise business into India with an exclusive and differentiated product line, and our three stores and websites are outperforming our expectations in a market where we

see tremendous opportunity.

In Canada, we relaunched our websites and saw improvements in conversion and average unit retail across brands.

Our emerging brands, Rejuvenation and Mark and Graham, have also provided incremental growth.

These two brands service the white space needs of customers.

At Rejuvenation, we’re expanding into remodel categories related to kitchen and bathroom, including vanities, cabinet hardware and custom wall lighting.

At Mark and Graham, our high-quality gift and personalization business is resonating with our customers, and we saw outsized growth in the travel space including luggage and accessories.

As we look forward to the year ahead, we believe our key differentiators – our in-house design, our digital-first channel strategy, and our values, our growth initiatives and our unique operating model will set us apart from our competition and allow us to drive long-term growth and profitability.

However, the current uncertain macroeconomic environment with the weak housing market, layoffs, inflationary pressure and possible recession may impact our results.

Additionally, we continue to experience increased costs across our global supply chain, including higher product costs, higher freight and incremental distribution center costs for additional space to support our overall growth.

It is hard to predict with certainty when these supply chain and macroeconomic challenges will be fully resolved and we currently expect these challenges to negatively impact our results into fiscal 2023.

In the back half of fiscal 2023, we believe these gross margin pressures may become tailwinds that support our profitability.

Despite these challenges, we believe our key differentiators, our growth initiatives and our unique operating model leave us well-positioned to mitigate these challenges in both the short- and long- term.

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Net revenues in fiscal 2022 increased $428.5 million, or 5.2%, with company comp growth of 6.5%.

This was driven by strong order fulfillment and growth initiatives.

On a two-year basis, company comp increased 28.5%.

*1Includes business-to-business net revenues within each brand.*

Business-to-business revenues are included in comparable brand revenue for each of our brands.

*1Comparable brand revenue includes business-to-business revenues within each brand.*

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Cost of goods sold increased $382.7 million, or 8.3%, compared to fiscal 2021.

This increase was primarily driven by (i) higher input costs as we absorbed higher product costs, ocean freight, detention and demurrage due to the impact of supply chain disruption and global inflation pressures, (ii) higher outbound customer shipping costs due to out-of-market shipping and shipping multiple times for multi-unit orders, and (iii) higher occupancy costs resulting from incremental costs from our new distribution centers on the east and west coasts to support our long-term growth, which was partially offset by our retail store optimization initiatives.

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In March 2020, we announced the temporary closures of all of our retail store operations to protect our employees, customers and the communities in which we operate and to help contain the COVID-19 pandemic.

As of January 30, 2022, all of our stores have reopened for in-person shopping.

However, we have experienced, and may continue to experience, reduced traffic in our stores due to the continued uncertainty around COVID-19.

Net revenues in fiscal 2021 increased by $1,462,747,000, or 21.6%, compared to fiscal 2020 with comparable brand revenue growth of 22.0% and double-digit comparable brand revenue growth across all our brands.

This was primarily driven by strength in both e-commerce and retail, primarily due to an increase in furniture sales, as well as the impact of stores operating at a limited capacity due to COVID-19 during portions of fiscal 2020.

The increase in net revenues also included a 23.4% increase in international revenues, related to both our franchise and company-owned operations.

On a two-year basis, comparable brand revenues increased 39.0%.

During fiscal 2021, we delivered double-digit comparable brand revenue growth across all our brands.

In West Elm, comparable brand revenue growth was 33.1%, with all categories driving growth.

The upholstery and outdoor businesses were strong, and customers responded well to new products, including bedroom, dining, storage, and occasional categories.

Our growth initiatives of Outdoor and Bath Renovation also out-paced our brand growth for the year.

The Williams Sonoma brand delivered comparable brand revenue growth of 10.5%, with growth across all key categories.

Strength in both electrics and home furniture drove these results.

In our Pottery Barn Kids and Teen businesses, we saw comparable brand revenue growth of 11.6% driven by our proprietary 100% GREENGUARD GOLD furniture and back-to-school assortment.

We also saw outsized growth in Baby, a key initiative and entry point to the brands.

This growth however, was impacted by the supply chain disruptions around the world, particularly the shutdown and backlog in Vietnam.

We expect to be impacted by this backlog until at least the second quarter of fiscal 2022.

Throughout fiscal 2021, we continued our deliberate reduction in site-wide promotional cadence in all of our brands, and instead shifted our focus on delivering aspirational and inspirational content.

This pricing power also allowed us the flexibility to absorb supply chain costs and aggressively fund marketing efforts.

Our cross-brand loyalty program, The Key, drove record levels of engagement and membership.

Our recently launched cross-brand credit card has produced cardholder spend and cross-brand activity that has exceeded our expectations.

We are also focused on personalization efforts in our digital marketing.

We continue to leverage our in-house managed, first-party-data across our brands.

which we believe positions us well for the increased focus on consumer privacy and the “cookie-less” future that is rapidly approaching.

As we look forward to the year ahead, our focus remains on executing against our opportunities to drive revenue and earnings growth.

We believe revenue growth, in addition to strength across our core businesses, will be fueled by our strategic initiatives, including our business to business division and marketplace, our emerging brands, and our global operations.

We plan to drive this profitably from leverage across the income statement from ongoing higher sales growth; additional accretion from our accelerating growth initiatives that have a higher operating margin profile; an accelerating shift online where the operating margin is higher; strong merchandise margins from the pricing power our proprietary and vertically-integrated products provide; continued occupancy leverage from further store closures and reduced rents; various long-term supply chain efficiencies such as automation and better in-stock inventory levels; and leverage from overall strong financial discipline throughout, keeping expense growth below sales growth.

To drive this future growth, we plan to invest approximately $350,000,000 in the business with over 80% of the spend prioritized on technology and supply chain initiatives primarily to support e-commerce, including the addition of a new automated distribution center in Arizona.

In addition, we plan to return excess cash to shareholders in the form of increased dividend payouts and elevated share repurchases.

Net revenues in fiscal 2021 increased by $1,462,747,000, or 21.6%, compared to fiscal 2020, with comparable brand revenue growth of 22.0% and double-digit comparable brand revenue growth across all our brands.

Cost of goods sold increased by $467,053,000, or 11.3%, in fiscal 2021 compared to fiscal 2020.

This decrease was primarily driven by higher selling margins from reduced promotional activity and the leverage of occupancy costs from higher sales and low occupancy dollar growth, as well as inventory write-offs of approximately $11,378,000 resulting from the closure of our outlet stores due to COVID-19 in the first quarter of fiscal 2020 that did not recur in fiscal 2021.

Selling, general and administrative expenses increased by $453,275,000, or 26.3%, for fiscal 2021, compared to fiscal 2020.

Selling, general and administrative expenses as a percentage of net revenues increased to 26.4% for fiscal 2021 from 25.4% for fiscal 2020.

This increase was primarily driven by significantly reduced advertising costs for fiscal 2020 as a result of our financial response to COVID-19 as well as an incremental investment in highly efficient advertising for fiscal 2021.

This increase was partially offset by the leverage of employment costs and other general expenses from higher sales and overall cost discipline, as well as store asset impairment charges of approximately $27,069,000 in fiscal 2020 due in part to the impact of COVID-19 on our retail stores in that did not recur in fiscal 2021.

The decrease in the effective tax rate from fiscal 2020 is primarily due to higher excess tax benefit from stock-based compensation in fiscal 2021 compared to fiscal 2020.

Our Credit Facility also provided for a $300,000,000 unsecured term loan facility (the “Term Loan”), which was fully repaid in February 2021.

In September 2021, we entered into an amendment to our Credit Facility (the "Amended Credit Agreement"), which extended the date of the Revolver to September 30, 2026 and removed the $300,000,000 term loan component available under the existing Credit Facility.

The Amended Credit Agreement maintains the interest rate of the Revolver.

During fiscal [removed: 2021,] [added: 2022,] we had no borrowings under the Revolver.

As of January [removed: 30, 2022,] [added: 29, 2023,] our investments, made primarily in interest bearing demand deposit accounts and money market funds, are stated at cost and approximate their fair values.

We purchase the majority of our inventory from vendors outside of the U.S. in transactions that are primarily denominated in U.S. dollars and, as such, any foreign currency impact related to these international purchase transactions was not significant to us during fiscal [removed: 2021] [added: 2022] or fiscal [removed: 2020.][added: 2021.]

While the impact of foreign currency exchange rate fluctuations was not material to us in fiscal [removed: 2021,] [added: 2022,] we have continued to see volatility in the exchange rates in the countries in which we do business.

To mitigate this risk, we hedge a portion of our foreign currency exposure with foreign currency forward contracts in accordance with our risk management policies (see [removed: Note L] [added: [Note L](#i11feac0231874f069e6311a641ff37e8_133)] to our Consolidated Financial Statements).

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Additionally, the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical or current consolidated financial statements.

These brands are also part of The Key Rewards, our [removed: free-to-join] loyalty [added: and credit card] program that offers members exclusive benefits across the Williams-Sonoma family of brands.

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As of January [removed: 30, 2022,] [added: 29, 2023,] we had the following merchandise strategies: Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation and Mark and Graham, which sell our products through our e-commerce websites, [removed: direct-mail catalogs and] retail [removed: stores.][added: stores and direct-mail catalogs.]

We offer shipping from many of our brands to countries worldwide, while our catalogs reach customers throughout the U.S. The e-commerce [removed: business complements the] [added: and] retail [removed: business] [added: businesses complement each other] by [added: meeting the customers where they are;] building brand awareness and acting as [removed: an] effective advertising [removed: vehicle.][added: vehicles.]

[removed: Leveraging these] [added: Our ability to leverage] insights [removed: and] [added: from both these channels,] our omni-channel [removed: positioning,] [added: positioning and] our marketing efforts, [removed: including] [added: focused on] digital advertising [removed: and the circulation of catalogs, are] [added: complemented by] targeted [removed: toward driving] [added: catalogs, drive] sales to each of our channels.

Our retail stores serve as billboards for our brands, which we believe inspires [removed: our] [added: new and existing] customers to also shop [removed: online and through our catalogs.][added: online.]

We operate [removed: 544] [added: 530] stores, which include [removed: 502] [added: 489] stores in 41 states, Washington, D.C. and Puerto Rico, 20 stores in Canada, 19 stores in Australia and [removed: 3] [added: 2] stores in the United Kingdom.

We also have multi-year franchise agreements with third parties in the Middle East, the Philippines, Mexico, South Korea and India that currently operate [removed: 139] [added: 138] franchised locations as well as e-commerce websites in certain locations.

We purchase most of our merchandise from numerous foreign and domestic manufacturers and importers, the largest of which accounted for approximately 3% of our purchases during fiscal [removed: 2021.][added: 2022.]

Approximately [removed: 65%] [added: 67%] of our merchandise purchases in fiscal [removed: 2021] [added: 2022] were sourced from foreign vendors, predominantly in Asia and Europe.

Refer to [removed: Item] [added: [Item] 1A.

[removed: MD&A] [added: Risk Factors](#i11feac0231874f069e6311a641ff37e8_19) and to [Part II, Item 7](#i11feac0231874f069e6311a641ff37e8_43)[.](#i11feac0231874f069e6311a641ff37e8_43) [](#i11feac0231874f069e6311a641ff37e8_43)[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i11feac0231874f069e6311a641ff37e8_43)] for further discussion on the effect the global supply chain disruption has had on our results of operations.

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

The continued shift to e-commerce has encouraged the entry of many new competitors, including discount retailers selling undifferentiated products at reduced prices, new business models and [removed: has resulted in] increased competition from established companies.

As of January [removed: 30, 2022,] [added: 29, 2023,] we had approximately [removed: 21,000] [added: 21,100] employees, [added: who we refer to as associates,] of whom approximately [removed: 12,200] [added: 12,500] were full-time.

In preparation for and during our fiscal [removed: 2021] [added: 2022] holiday selling season, we hired a substantial number of part-time and seasonal employees, primarily in our retail stores, distribution facilities and customer care centers.

We have a company-wide Advisor Program, which matches associates in a [removed: Manager and above] [added: manager-and-above] role with [removed: non-managers] [added: an associate in a lower-level role] to form advisor/advisee relationships to provide career guidance and receive support in working through career and development challenges.

As of the end of fiscal [removed: 2021,] [added: 2022,] approximately [removed: 67%] [added: 67.4%] of our total workforce identified as female and approximately [removed: 43%] [added: 43.7%] identified as [removed: in] an ethnic minority group.

Additionally, approximately [removed: 54%] [added: 54.8%] of our Vice Presidents and above identified as female.

We were also included in the [removed: 2022] [added: 2023] Bloomberg Gender-Equality Index, which tracks public companies’ commitment to gender [removed: equality, for the first time.][added: equality.]

In June 2020, we established an Equity Action Plan and formed an Equity Action Committee, including a diverse group of executives and associates, to drive positive change in the fight for racial justice, and in [removed: 2021] [added: 2022] we continued our commitment to equity through our partnership and donation support with our racial equity and justice non-profit partners such as the NAACP, the Jackie Robinson [removed: Foundation and] [added: Foundation,] the National Urban [removed: League.][added: League, and Asian Americans Advancing Justice—Asian Law Caucus.]

We [removed: also] have several systems under which associates can report incidents or discrimination confidentially or anonymously and without fear of reprisal.

[removed: As of the end] [added: We continue to ensure we bring forward a diverse slate] of [removed: fiscal 2021, nearly] [added: candidates for] all of our [removed: posted] [added: corporate] roles [removed: have a diverse slate of candidates,] [added: posted externally,] and [removed: we] have seen improvement in [removed: the diversity of our new hires] [added: both overall representation and hire rate] since we launched our Equity Action Plan.

We are also a member of CEO Action for Diversity & Inclusion, in which we pledged a goal to “identify and establish associate networks for underrepresented communities to promote diversity and inclusion throughout the Company.” In furtherance of our stated goal, we have developed associate equity networks including an [removed: LGBTQ+] [added: LGBTQIA+] Network, Black Associate Network, Veterans Appreciation Network, Hispanic/LatinX Associate Network, Asian WSI Network, and a Disability, Education & Advocacy Network.

Depending on position and location, associates may be eligible for: 401(k) plan and other investment opportunities; paid vacations, holidays and other time-off programs; health, dental and vision insurance; health and dependent care tax-free spending accounts; [removed: medical, family and bereavement leave; paid maternity/primary caregiver benefits; tax-free commuter benefits; wellness programs including telehealth visits; time off to volunteer, and matching donations to qualifying nonprofit organizations.]

During fiscal [removed: 2021,] [added: 2022,] we also raised our Company minimum wage to [removed: $15] [added: $16] per hour for [removed: US-based] [added: U.S.-based] hourly associates across [removed: all workforces.][added: our retail store, corporate, and supply chain workforce.]

[removed: Our partners include organizations that promote and strengthen the well-being of children, women, families and LGBTQ+ communities, including] [added: We remain committed to our partnerships with] St. Jude Children’s Research Hospital, No Kid Hungry, The Trevor Project, AIDS [removed: Walk and] [added: Walk,] Canada Children’s [removed: Hospitals.][added: Hospitals and the Arbor Day Foundation.]

We raised [removed: over $5] [added: $4.0] million for St. Jude Children’s Research Hospital during [removed: the 2021 *St. Jude Thanks and Giving* Campaign,] [added: fiscal 2022,] which included donations from our customers at time of purchase, special St. Jude-designated product sales where a portion of the sale was donated, employee donations, and donations from the Company.

Our Williams-Sonoma, Inc. Foundation also provides need-based grants to our associates directly impacted by [removed: the COVID-19 pandemic and other] federally-declared disasters.

We believe that strategies that support the health of our planet, the well-being of our people and a shared sense of purpose [removed: drive] [added: foster] long-term, sustainable growth for the Company.

The Nominations, Corporate Governance and Social Responsibility Committee oversees corporate policies and programs that speak to long-standing commitments to our [removed: employees,] [added: associates,] supply chain, environment, health and safety, human rights, cybersecurity and ethics.

These policies and programs are relevant to our business, critical to our [removed: employees,] [added: associates,] and important to our customers.

As a multinational retailer with a global supply chain, we are committed to [removed: environmentally sustainable] [added: responsible] practices across our business—from designing and sourcing responsible [removed: products and] [added: products, to] reducing [removed: waste] [added: waste,] to working with suppliers to lower emissions and adopt sustainable business practices.

We amplified our climate work in the past year, [removed: moving from a year-over-year reduction strategy to a 10-year, industry leading public goal aligned with climate science, and in 2021, we set a] [added: making progress towards our] Science-Based Target for emissions reduction across our value chain.

[removed: We have also set goals for responsibly sourced materials and practices across all] [added: Building on the progress of] our [removed: brands,] [added: cotton] and [added: wood goals,] we are aligning our [removed: responsible] [added: preferred] materials work with our climate strategy, using materials as part of our efforts to reach our Science-Based Target.

In [removed: 2021,] [added: 2022,] we drove progress [removed: in our retail operations] towards our landfill diversion goal with stores implementing waste reduction initiatives, such as backhauling of expanded polystyrene [removed: foam, and batteries and lightbulb recycling at all store locations.][added: foam.]

We require our vendors to adhere to the standards outlined in our Vendor Code of Conduct and accompanying [removed: Implementation Standards,] [added: implementation standards,] which are informed by the conventions of the International [removed: Labor] [added: Labour] Organization (ILO) and the UN’s Guiding Principles on Business and Human Rights.

[removed: We audit hundreds] [added: Hundreds] of factories [added: in our audit scope are audited] annually [added: by independent third-party audit firms] to ensure compliance with our standards relating to labor practices, health and safety, environmental protection, ethical conduct, sub-contracting, management systems, and transparency.

As of January [removed: 30, 2022,] [added: 29, 2023,] we own and/or have applied to register approximately [removed: 200] [added: 210] unique trademarks or service marks.

We own and/or have applied to register our key brand names in the U.S. as well as in approximately [removed: 95] [added: 96] additional jurisdictions.

Growth across our portfolio has been fueled by our three key differentiators - our in-house design, our digital-first channel strategy, and our values.

Our in-house design capabilities and vertically integrated sourcing organization allow us to deliver high-quality, sustainable products at competitive prices.

Through our e-commerce platform, our in-house customer relationship management and data analytic teams optimize our digital spend and customer connections.

We have expanded our in-store services to include ship-to-store as we transition our stores to not only provide an exceptional customer service experience but to also serve as design centers and omni-fulfillment hubs.

Established in 2012, Mark and Graham is a leading monogrammed lifestyle brand that offers thoughtfully designed personalized products and custom gifts.

The digitally native brand is known for high quality collections, ranging from home gifts to luggage to handbags, designed in-house that can be personalized with more than 50 exclusive monograms.

Consistent with our published privacy policies, we leverage our proprietary customer file which is a unified view of customers across brands and channels, for digital, email, and catalog marketing purposes, augmented by our propensity to buy models developed by our in-house analytics team.

The current macroeconomic environment is uncertain and we continue to incur increased costs across our global supply chain.

It is hard to predict with certainty when these supply chain challenges will be fully resolved, and we currently expect these supply chain challenges to negatively impact our cost of goods sold into 2023.

Additionally, we are subject to risks that may disrupt our supply chain operations or regionalization efforts, such as increasing labor costs and union organizing activity.

Despite these challenges, we believe our key differentiators, growth strategies and the efficiencies of our operating model to reduce costs and manage inventory levels leave us well-positioned to mitigate these costs in both the short- and long- term.

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We created new learning programs to further build skills and career opportunities for associates, notably focused on design and core retail skills.

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medical, family and bereavement leave; paid maternity/primary caregiver benefits; tax-free commuter benefits; wellness programs including telehealth visits; time off to volunteer, and matching donations to qualifying nonprofit organizations.

As we strive to keep health care affordable and inclusive, we minimized cost increases to associates and, for a large portion of the associate population, decreased the cost of health care while adding offerings to support mental health and well-being.

Through online and in-store donations, special product collaborations, and national and local fundraising, we give back to the communities we serve.

Additionally, we brought back opportunities for associates to volunteer their time and talents with curated in-person events that support our local and national nonprofit partners.

Our work continued to earn recognition across our industry.

We were included in Barron’s 100 Most Sustainable Companies for five years running, recognized as Sustainable Furnishings Council Top Scoring global company for sustainable wood furniture for the past five years, and were included in the Dow Jones Sustainability North America Index for the first time.

The Board of Directors’ oversees environmental and social matters through updates from WSI’s Executive Vice President of Sourcing, Quality Assurance, and Sustainable Development and annual updates from the organization’s dedicated sustainability team.

The sustainability team presents to the full Board at least once a year to monitor and review existing and proposed strategy, goals and targets.

The Executive Vice President leads both the organization’s dedicated global team of sustainability professionals as well as a working group of cross-functional leaders.

We continued to divert products from landfill into donation streams and to identify opportunities for waste reduction.

Our

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Growth across our portfolio has been fueled by three areas of strategic investment: brand experimentation and innovation, for a best-in-class approach to omni-channel retail experiences; operational excellence across the enterprise, from quality product and sourcing, to efficient manufacturing and supply chain; and culture and corporate social responsibility, from commitments to foster women in leadership and embrace diversity, to a healthy impact on our community and environment.

Launched in 2012, Mark and Graham is designed to be a premier online destination for personalized gift buying.

With hundreds of monograms and font types to choose from, a Mark and Graham purchase is uniquely personal.

The brand’s product lines include women’s and men’s accessories, travel, entertaining, bar, home décor and seasonal items.

We believe that our e-commerce websites and our direct-mail catalogs act as a cost-efficient means of testing market acceptance of new products and new brands.

Consistent with our published privacy policies, we send our catalogs to addresses from our proprietary customer list, as well as to addresses from lists of other mail order direct marketers, magazines and companies with which we establish a business relationship.

In accordance with prevailing industry practice and our privacy policies, we may also rent our list to select mailers.

Our customer mailings are continually updated to include new prospects and to eliminate non-responders.

In addition, the retail business complements the e-commerce business by building brand awareness and attracting new customers to our brands.

The global supply chain experienced numerous challenges and disruptions during fiscal 2021, including material and labor shortages, port congestion and capacity constraints, which has had, and is continuing to have, wide-ranging effects across multiple industries, including ours.

Risk Factors and to Part II, Item 7.

Additionally, our LEAD program — Leadership Education and Development — provides a leadership training program for nominated Directors and Vice Presidents.

To address the safety, health and well-being of our workforce due to the ongoing COVID-19 pandemic, we implemented a number of safety-related protocols and enhanced benefits, including:

- Continuing strict safety protocols and procedures company-wide, including social distancing measures, enhanced sanitization, daily wellness checks and supplying personal protective gear such as masks and gloves;

- Creating and refining protocols to address actual and suspected COVID-19 cases and potential exposure of our team members, customers, and trade partners;

- Creating a dedicated associate hotline to provide real time support for any COVID-19-related issues;

- Providing a vaccine incentive to encourage front-line hourly workers to receive a COVID-19 vaccine;

- Hosting several onsite COVID-19 vaccination clinics at our supply chain facilities and corporate offices;

- Continuing telehealth support and employee assistance programs; and

- Providing special wellness resources and tools.

Since 2017, we have donated over $85 million in corporate, customer and associate donations.

Management of ESG is led by our Executive Vice President of Sourcing, Quality Assurance, and Sustainable Development, who coordinates a cross-functional team of subject matter experts, as well as a dedicated, global team of sustainability professionals.

Management provides reports and updates on our ESG initiatives to the Nominations, Corporate Governance and Social Responsibility Committee on a quarterly basis and to the full Board at least annually.

We continued to divert products from landfill into donation streams, implementing a new system to maximize recovery of product returns.

In 2021, we expanded our audit program scope, auditing a higher volume of our product purchases and covering more risks.

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

For the fiscal year ended January [removed: 30, 2022.][added: 29, 2023.]

As of [removed: August 1, 2021,] [added: July 31, 2022,] the approximate aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $11,176,524,000] [added: $9,561,401,198] based on the closing sale price as reported on the New York Stock Exchange on such date.

It is assumed for purposes of this computation that an affiliate includes all persons as of [removed: August 1, 2021] [added: July 31, 2022] listed as executive officers and directors with the Securities and Exchange Commission.

As of March [removed: 20, 2022, 71,558,874] [added: 19, 2023, 66,228,239] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2022] [added: 2023] 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 [removed: Part III] [added: [Part III](#i11feac0231874f069e6311a641ff37e8_157)] hereof.

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 ability to execute strategic priorities and growth initiatives regarding digital leadership, product and technology innovation, cross-brand initiatives, retail transformation and operational excellence; our ability to execute on our environmental, social and governance initiatives; [added: the continuing impact of inflation and measures to control inflation, including raising interest rates, on consumer spending; the continuing impact of the coronavirus, war in Ukraine, and shortages of various raw materials on] our [added: global supply chain, retail store operations and customer demand; labor and material shortages; the outcome of our growth initiatives; our ability to anticipate consumer preferences and buying trends; dependence on timely introduction and customer acceptance of our merchandise; changes in consumer spending based on weather, political, competitive and other conditions beyond our control; delays in store openings; competition from companies with concepts or products similar to ours; timely and effective sourcing of merchandise from our foreign and domestic vendors and delivery of merchandise through our supply chain to our stores and customers; effective inventory management; our ability to manage customer returns; uncertainties in e-marketing, infrastructure and regulation; multi-channel and multi-brand complexities; our ability to introduce new brands and brand extensions; challenges associated with our increasing global presence; dependence on external funding sources for operating capital; disruptions in the financial markets; our ability to control employment, occupancy, supply chain, product, transportation and other operating costs; our ability to improve our systems and processes; changes to our information technology infrastructure; general political, economic and market conditions and events, including war, conflict or acts of terrorism; the impact of current and potential future tariffs and our ability to mitigate impacts; the potential for increased corporate income taxes; our] beliefs about our competitive advantages and areas of potential future growth in the market; our ability to drive long-term 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 [removed: brands, brand extensions,] products and product lines and bring in new customers; [removed: our belief that our e-commerce websites and 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 global business and expansion efforts, including franchise, other third-party arrangements and company-owned operations; [removed: 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: 2022;] [added: 2023;] our planned use of cash in fiscal [removed: 2022;] [added: 2023;] our compliance with financial covenants; our belief that our cash on hand and available credit facilities will provide adequate liquidity for our business operations; [removed: the continuing effects of the COVID-19 pandemic or other public health crises and their related public health measures on] our [removed: business, the business of our customers and partners, and the economy; our] belief regarding the effects of potential losses under our indemnification obligations; the [removed: impact of inflation; the] effects of changes in our inventory reserves; the impact of new accounting pronouncements; [removed: the impact of the coronavirus on our retail store operations, global supply chain] and [removed: customer spending and demand; and] statements of belief and statements of assumptions underlying any of the foregoing.

The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in [removed: Part] [added: [Part] I, Item [removed: 1A] [added: 1A](#i11feac0231874f069e6311a641ff37e8_19)] hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings with the U.S. Securities and Exchange Commission (“SEC”), which are available on the SEC’s web site at www.sec.gov.

FISCAL YEAR ENDED JANUARY [removed: 30, 2022][added: 29, 2023]

| Item 1. | | | [removed: [Business](#if588bc1041b846048fb4bcf624039a26_16)] [added: [Business](#i11feac0231874f069e6311a641ff37e8_16)] | | | [removed: [3](#if588bc1041b846048fb4bcf624039a26_16)] [added: [3](#i11feac0231874f069e6311a641ff37e8_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#if588bc1041b846048fb4bcf624039a26_19)] [added: Factors](#i11feac0231874f069e6311a641ff37e8_19)] | | | [removed: [8](#if588bc1041b846048fb4bcf624039a26_19)] [added: [8](#i11feac0231874f069e6311a641ff37e8_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#if588bc1041b846048fb4bcf624039a26_22)] [added: Comments](#i11feac0231874f069e6311a641ff37e8_22)] | | | [removed: [23](#if588bc1041b846048fb4bcf624039a26_22)] [added: [23](#i11feac0231874f069e6311a641ff37e8_22)] | | |

| Item 2. | | | [removed: [Properties](#if588bc1041b846048fb4bcf624039a26_25)] [added: [Properties](#i11feac0231874f069e6311a641ff37e8_25)] | | | [removed: [23](#if588bc1041b846048fb4bcf624039a26_25)] [added: [24](#i11feac0231874f069e6311a641ff37e8_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#if588bc1041b846048fb4bcf624039a26_28)] [added: Proceedings](#i11feac0231874f069e6311a641ff37e8_28)] | | | [removed: [24](#if588bc1041b846048fb4bcf624039a26_28)] [added: [25](#i11feac0231874f069e6311a641ff37e8_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#if588bc1041b846048fb4bcf624039a26_31)] [added: Disclosures](#i11feac0231874f069e6311a641ff37e8_31)] | | | [removed: [24](#if588bc1041b846048fb4bcf624039a26_31)] [added: [25](#i11feac0231874f069e6311a641ff37e8_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if588bc1041b846048fb4bcf624039a26_37)] [added: Securities](#i11feac0231874f069e6311a641ff37e8_37)] | | | [removed: [25](#if588bc1041b846048fb4bcf624039a26_37)] [added: [26](#i11feac0231874f069e6311a641ff37e8_37)] | | |

| Item 6. | | | [removed: [Reserved](#if588bc1041b846048fb4bcf624039a26_40)] [added: [Reserved](#i11feac0231874f069e6311a641ff37e8_40)] | | | [removed: [26](#if588bc1041b846048fb4bcf624039a26_40)] [added: [27](#i11feac0231874f069e6311a641ff37e8_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if588bc1041b846048fb4bcf624039a26_43)] [added: Operations](#i11feac0231874f069e6311a641ff37e8_43)] | | | [removed: [27](#if588bc1041b846048fb4bcf624039a26_43)] [added: [28](#i11feac0231874f069e6311a641ff37e8_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if588bc1041b846048fb4bcf624039a26_73)] [added: Risk](#i11feac0231874f069e6311a641ff37e8_73)] | | | [removed: [35](#if588bc1041b846048fb4bcf624039a26_73)] [added: [36](#i11feac0231874f069e6311a641ff37e8_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if588bc1041b846048fb4bcf624039a26_76)] [added: Data](#i11feac0231874f069e6311a641ff37e8_76)] | | | [removed: [36](#if588bc1041b846048fb4bcf624039a26_76)] [added: [37](#i11feac0231874f069e6311a641ff37e8_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if588bc1041b846048fb4bcf624039a26_157)] [added: Disclosure](#i11feac0231874f069e6311a641ff37e8_145)] | | | [removed: [58](#if588bc1041b846048fb4bcf624039a26_157)] [added: [58](#i11feac0231874f069e6311a641ff37e8_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#if588bc1041b846048fb4bcf624039a26_160)] [added: Procedures](#i11feac0231874f069e6311a641ff37e8_148)] | | | [removed: [58](#if588bc1041b846048fb4bcf624039a26_160)] [added: [58](#i11feac0231874f069e6311a641ff37e8_148)] | | |

| Item 9B. | | | [Other [removed: Information](#if588bc1041b846048fb4bcf624039a26_163)] [added: Information](#i11feac0231874f069e6311a641ff37e8_151)] | | | [removed: [58](#if588bc1041b846048fb4bcf624039a26_163)] [added: [58](#i11feac0231874f069e6311a641ff37e8_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#if588bc1041b846048fb4bcf624039a26_1598)] [added: Inspections](#i11feac0231874f069e6311a641ff37e8_154)] | | | [removed: [58](#if588bc1041b846048fb4bcf624039a26_163)] [added: [58](#i11feac0231874f069e6311a641ff37e8_151)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if588bc1041b846048fb4bcf624039a26_169)] [added: Governance](#i11feac0231874f069e6311a641ff37e8_160)] | | | [removed: [59](#if588bc1041b846048fb4bcf624039a26_169)] [added: [59](#i11feac0231874f069e6311a641ff37e8_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#if588bc1041b846048fb4bcf624039a26_172)] [added: Compensation](#i11feac0231874f069e6311a641ff37e8_163)] | | | [removed: [59](#if588bc1041b846048fb4bcf624039a26_172)] [added: [59](#i11feac0231874f069e6311a641ff37e8_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if588bc1041b846048fb4bcf624039a26_175)] [added: Matters](#i11feac0231874f069e6311a641ff37e8_166)] | | | [removed: [59](#if588bc1041b846048fb4bcf624039a26_175)] [added: [59](#i11feac0231874f069e6311a641ff37e8_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if588bc1041b846048fb4bcf624039a26_178)] [added: Independence](#i11feac0231874f069e6311a641ff37e8_169)] | | | [removed: [59](#if588bc1041b846048fb4bcf624039a26_178)] [added: [59](#i11feac0231874f069e6311a641ff37e8_169)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#if588bc1041b846048fb4bcf624039a26_181)] [added: Services](#i11feac0231874f069e6311a641ff37e8_172)] | | | [removed: [59](#if588bc1041b846048fb4bcf624039a26_181)] [added: [59](#i11feac0231874f069e6311a641ff37e8_172)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#if588bc1041b846048fb4bcf624039a26_187)] [added: Schedules](#i11feac0231874f069e6311a641ff37e8_178)] | | | [removed: [60](#if588bc1041b846048fb4bcf624039a26_187)] [added: [60](#i11feac0231874f069e6311a641ff37e8_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#if588bc1041b846048fb4bcf624039a26_190)] [added: Summary](#i11feac0231874f069e6311a641ff37e8_181)] | | | [removed: [62](#if588bc1041b846048fb4bcf624039a26_190)] [added: [62](#i11feac0231874f069e6311a641ff37e8_181)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

For our store locations, our gross leased store space as of January [removed: 30, 2022] [added: 29, 2023] totaled approximately [removed: 6,004,000] [added: 5,962,000] square feet for [removed: 544] [added: 530] stores compared to approximately [removed: 6,301,000] [added: 6,004,000] square feet for [removed: 581] [added: 544] stores as of January [removed: 31, 2021.][added: 30, 2022.]

The following table summarizes the location and size of our leased facilities occupied by us as of January [removed: 30, 2022:][added: 29, 2023:]

| Mississippi | | | [removed: 2,258,000] [added: 2,267,000] | | |

| California | | | [removed: 2,030,000] [added: 94,000] | | |

| Texas | | | [removed: 1,298,000] [added: 1,682,000] | | |

| Ohio | | | [removed: 330,000] [added: 329,000] | | |

| Florida | | | [removed: 135,000] [added: 650,000] | | |

| Colorado | | | [removed: 80,000] [added: 125,000] | | |

| California | | | [removed: 255,000] [added: 3,150,000] | | |

| Oregon | | | [removed: 51,000] [added: 61,000] | | |

| Other | | | [removed: 32,000] [added: 25,000] | | |

As of January [removed: 30, 2022,] [added: 29, 2023,] the total leased space related to these properties was not material to us and is not included in the occupied square footage reported above.

As of January [removed: 30, 2022,] [added: 29, 2023,] we owned 471,000 square feet of space, primarily in California, for our corporate headquarters and certain data center operations.

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

| *U.S. Operations* | | | | | |

| Arizona | | | 1,200,000 | | |

| *Foreign Operations* | | | | | |

| Australia | | | 187,000 | | |

In November 2021, we entered into an agreement for a new distribution facility in Arizona, which is expected to be operational in fiscal 2022.

This facility has approximately 1,200,000 leased square feet.

The square footage is not included in the table above.

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

The closing price of our common stock on the NYSE on March [removed: 20, 2022] [added: 19, 2023] was [removed: $164.18.][added: $116.86.]

The number of stockholders of record of our common stock as of March [removed: 20, 2022] [added: 19, 2023] was [removed: 290.][added: 286.]

[removed: ][added: ]

*$100 invested on [removed: 1/29/2017] [added: January 28, 2018] in stock or index, including reinvestment of dividends.

Fiscal year [removed: ending] [added: ended] January [removed: 30, 2022.][added: 29, 2023.]

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

As of January [removed: 30, 2022,] [added: 29, 2023,] there was [removed: $810,751,000] [added: $690.0 million] remaining under our current stock repurchase program.

In March [removed: 2022,] [added: 2023,] our Board of Directors authorized a new stock repurchase program for [removed: $1,500,000,000,] [added: $1 billion,] which replaced our existing program.

The following table summarizes our repurchases of shares of our common stock during the fourth quarter of fiscal [removed: 2021] [added: 2022] under our stock repurchase program:

| December [removed: 27, 2021] [added: 26, 2022] – January [removed: 30, 2022] [added: 29, 2023] | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: 810,751,000] [added: 689,962,000] | |

| | | | | | | 1/28/18 | | | | | | 2/3/19 | | | | | | 2/2/20 | | | | | | 1/31/21 | | | | | | 1/30/22 | | | | | | 1/29/23 | | |

| Williams-Sonoma, Inc. | | | | | | $100.00 | | | | | | $104.33 | | | | | | $139.37 | | | | | | $262.59 | | | | | | $320.43 | | | | | | $268.67 | | |

| NYSE Composite Index | | | | | | $100.00 | | | | | | $94.38 | | | | | | $107.18 | | | | | | $116.13 | | | | | | $137.22 | | | | | | $135.37 | | |

| S&P Retailing | | | | | | $100.00 | | | | | | $108.42 | | | | | | $127.45 | | | | | | $180.19 | | | | | | $195.77 | | | | | | $160.10 | | |

During fiscal 2022, we repurchased 6,423,643 shares of our common stock at an average cost of $137.00 per share and a total cost of $880.0 million under our $1.5 billion stock repurchase program approved in March 2022.

| October 31, 2022 – November 27, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 729,044,000 | |

| November 28, 2022 – December 25, 2022 | | | | | | 341,935 | | | | | | $ | 114.30 | | | | | 341,935 | | | | | | $ | 689,962,000 | |

| Total | | | | | | 341,935 | | | | | | $ | 114.30 | | | | | 341,935 | | | | | | $ | 689,962,000 | |

| | | | | | | 1/29/17 | | | | | | 1/28/18 | | | | | | 2/3/19 | | | | | | 2/2/20 | | | | | | 1/31/21 | | | | | | 1/30/22 | | |

| Williams-Sonoma, Inc. | | | | | | $100.00 | | | | | | $115.92 | | | | | | $120.93 | | | | | | $161.55 | | | | | | $304.39 | | | | | | $371.43 | | |

| NYSE Composite Index | | | | | | $100.00 | | | | | | $122.07 | | | | | | $115.21 | | | | | | $130.84 | | | | | | $141.76 | | | | | | $167.51 | | |

| S&P Retailing | | | | | | $100.00 | | | | | | $148.34 | | | | | | $159.89 | | | | | | $190.43 | | | | | | $278.09 | | | | | | $296.49 | | |

During fiscal 2021, we repurchased 5,102,624 shares of our common stock at an average cost of $176.27 per share and a total cost of $899,433,000.

| November 1, 2021 – November 28, 2021 | | | | | | 384,319 | | | | | | $ | 207.47 | | | | | 384,319 | | | | | | $ | 977,751,000 | |

| November 29, 2021 – December 26, 2021 | | | | | | 973,538 | | | | | | $ | 171.54 | | | | | 973,538 | | | | | | $ | 810,751,000 | |

| Total | | | | | | 1,357,857 | | | | | | $ | 181.71 | | | | | 1,357,857 | | | | | | $ | 810,751,000 | |

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

| | | | For the Fiscal Year Ended [added: *1*] | | | | | | | | | | | | | | |

| *(In thousands, except per share amounts)* | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | [removed: February 2, 2020] [added: January 31, 2021] | | |

| Net revenues | | | $ | [removed: 8,245,936] [added: 8,674,417] | | | | | $ | [removed: 6,783,189] [added: 8,245,936] | | | | | $ | [removed: 5,898,008] [added: 6,783,189] | |

| Cost of goods sold | | | [removed: 4,613,973] [added: 4,996,684] | | | | | | [removed: 4,146,920] [added: 4,613,973] | | | | | | [removed: 3,758,916] [added: 4,146,920] | | |

| Gross profit | | | [removed: 3,631,963] [added: 3,677,733] | | | | | | [removed: 2,636,269] [added: 3,631,963] | | | | | | [removed: 2,139,092] [added: 2,636,269] | | |

| Selling, general and administrative expenses | | | [removed: 2,178,847] [added: 2,179,311] | | | | | | [removed: 1,725,572] [added: 2,178,847] | | | | | | [removed: 1,673,218] [added: 1,725,572] | | |

| Operating income | | | [removed: 1,453,116] [added: 1,498,422] | | | | | | [removed: 910,697] [added: 1,453,116] | | | | | | [removed: 465,874] [added: 910,697] | | |

| Interest [added: (income)] expense, net | | | [removed: 1,865] [added: (2,260)] | | | | | | [removed: 16,231] [added: 1,865] | | | | | | [removed: 8,853] [added: 16,231] | | |

| Earnings before income taxes | | | [removed: 1,451,251] [added: 1,500,682] | | | | | | [removed: 894,466] [added: 1,451,251] | | | | | | [removed: 457,021] [added: 894,466] | | |

| Income taxes | | | [removed: 324,914] [added: 372,778] | | | | | | [removed: 213,752] [added: 324,914] | | | | | | [removed: 100,959] [added: 213,752] | | |

| Net earnings | | | $ | [removed: 1,126,337] [added: 1,127,904] | | | | | $ | [removed: 680,714] [added: 1,126,337] | | | | | $ | [removed: 356,062] [added: 680,714] | |

| Basic earnings per share | | | $ | [removed: 15.17] [added: 16.58] | | | | | $ | [removed: 8.81] [added: 15.17] | | | | | $ | [removed: 4.56] [added: 8.81] | |

| Diluted earnings per share | | | $ | [removed: 14.75] [added: 16.32] | | | | | $ | [removed: 8.61] [added: 14.75] | | | | | $ | [removed: 4.49] [added: 8.61] | |

| Basic | | | [removed: 74,272] [added: 68,021] | | | | | | [removed: 77,260] [added: 74,272] | | | | | | [removed: 78,108] [added: 77,260] | | |

| Diluted | | | [removed: 76,354] [added: 69,100] | | | | | | [removed: 79,055] [added: 76,354] | | | | | | [removed: 79,225] [added: 79,055] | | |

| *(In thousands)* | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | [removed: February 2, 2020] [added: January 31, 2021] | | |

| Foreign currency translation adjustments | | | [removed: (4,488)] [added: (3,572)] | | | | | | [removed: 8,195] [added: (4,488)] | | | | | | [removed: (3,334)] [added: 8,195] | | |

| Change in fair value of derivative financial instruments, net of tax (tax benefit) of [removed: $(91), $(113)] [added: $329, $(91)] and [removed: $195] [added: $(113)] | | | [removed: (247)] [added: 932] | | | | | | [removed: (315)] [added: (247)] | | | | | | [removed: 163] [added: (315)] | | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax (tax benefit) of [removed: $(371), $149] [added: $121, $(371)] and [removed: $261] [added: $149] | | | [removed: 1,024] [added: (341)] | | | | | | [removed: (410)] [added: 1,024] | | | | | | [removed: (343)] [added: (410)] | | |

| Comprehensive income | | | $ | [removed: 1,122,626] [added: 1,124,923] | | | | | $ | [removed: 688,184] [added: 1,122,626] | | | | | $ | [removed: 352,548] [added: 688,184] | |

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

| *(In thousands, except per share amounts)* | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 850,338 | | | | | [removed: $] | 1,200,337 | | [added: | | | | 432,162 | | |]

| Accounts receivable, net | | | [removed: 131,683] [added: 115,685] | | | | | | [removed: 143,728] [added: 131,683] | | |

| Merchandise inventories, net | | | [removed: 1,246,372] [added: 1,456,123] | | | | | | [removed: 1,006,299] [added: 1,246,372] | | |

| Prepaid expenses | | | [removed: 69,252] [added: 64,961] | | | | | | [removed: 93,822] [added: 69,252] | | |

| Other current assets | | | [removed: 26,249] [added: 31,967] | | | | | | [removed: 22,894] [added: 26,249] | | |

| Total current assets | | | [removed: 2,323,894] [added: 2,036,080] | | | | | | [removed: 2,467,080] [added: 2,323,894] | | |

| Property and equipment, net | | | [removed: 920,773] [added: 1,065,381] | | | | | | [removed: 873,894] [added: 920,773] | | |

| Operating lease right-of-use assets | | | [removed: 1,132,764] [added: 1,286,452] | | | | | | [removed: 1,086,009] [added: 1,132,764] | | |

| Deferred income taxes, net | | | [removed: 56,585] [added: 81,389] | | | | | | [removed: 61,854] [added: 56,585] | | |

| Goodwill | | | [removed: 85,354] [added: 77,307] | | | | | | [removed: 85,446] [added: 85,354] | | |

| Other long-term assets, net | | | [removed: 106,250] [added: 116,407] | | | | | | [removed: 87,141] [added: 106,250] | | |

| Total assets | | | $ | [removed: 4,625,620] [added: 4,663,016] | | | | | $ | [removed: 4,661,424] [added: 4,625,620] | |

| Accounts payable | | | $ | [removed: 612,512] [added: 508,321] | | | | | $ | [removed: 542,992] [added: 612,512] | |

| Accrued expenses | | | [removed: 319,924] [added: 247,594] | | | | | | [removed: 267,592] [added: 319,924] | | |

| Gift card and other deferred revenue | | | [removed: 447,770] [added: 479,229] | | | | | | [removed: 373,164] [added: 447,770] | | |

| Income taxes payable | | | [removed: 79,554] [added: 61,204] | | | | | | [removed: 69,476] [added: 79,554] | | |

| Operating lease liabilities | | | [removed: 217,409] [added: 231,965] | | | | | | [removed: 209,754] [added: 217,409] | | |

| Other current liabilities | | | [removed: 94,517] [added: 108,138] | | | | | | [removed: 85,672] [added: 94,517] | | |

| Net earnings | | | $ | 1,127,904 | | | | | $ | 1,126,337 | | | | | $ | 680,714 | |

| | | | As of | | | | | | | | |

| Cash and cash equivalents | | | $ | 367,344 | | | | | $ | 850,338 | |

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

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

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,127,904 | | | | | | — | | | | | | — | | | | | | 1,127,904 | | |

| Conversion/release of stock-based awards*1* | | | 668 | | | | | | 7 | | | | | | (80,925) | | | | | | — | | | | | | — | | | | | | (372) | | | | | | (81,290) | | |

| Repurchases of common stock | | | (6,424) | | | | | | (64) | | | | | | (36,134) | | | | | | (843,840) | | | | | | — | | | | | | — | | | | | | (880,038) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (216,329) | | | | | | — | | | | | | — | | | | | | (216,329) | | |

| Balance at January 29, 2023 | | | 66,226 | | | | | | $ | 663 | | | | | $ | 573,117 | | | | | $ | 1,141,819 | | | | | $ | (13,809) | | | | | $ | (739) | | | | | $ | 1,701,051 | |

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

| Net earnings | | | $ | 1,127,904 | | | | | $ | 1,126,337 | | | | | $ | 680,714 | |

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

During fiscal 2022, we recognized impairment charges of $3.3 million related to the impairment of property and equipment and $2.6 million related to the impairment of operating lease right-of-use assets, due to lower projected revenues and fair market rental values resulting from underperforming stores in Australia, and we also recognized impairment charges of $9.7 million related to the impairment of property and equipment associated with Aperture, a division of our Outward, Inc. subsidiary, due to these assets not being recoverable in light of projected future cash flows, all of which is recognized within selling, general and administrative ("SG&A") expenses.

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

lease term.

We measure the fair value using Level 3 inputs as defined in the fair value hierarchy (see [N](#i11feac0231874f069e6311a641ff37e8_136)[ote M](#i11feac0231874f069e6311a641ff37e8_136) to our Consolidated Financial Statements).

As of January 29, 2023 and January 30, 2022, we had goodwill of $77.3 million and $85.4 million, respectively, primarily related to our fiscal 2017 acquisition of Outward and our fiscal 2011 acquisition of Rejuvenation, Inc. In fiscal 2022, we performed our annual quantitative assessment of goodwill impairment for the Aperture reporting unit, a division of our Outward, Inc. subsidiary, using the income approach.

We fully impaired the goodwill related to the Aperture reporting unit due to these assets not being recoverable in light of projected future cash flows, resulting in goodwill impairment charges of $8.0 million.

For all other reporting units, we concluded that the fair value exceeded their carrying values and no further impairment testing of goodwill was performed.

As of January 29, 2023 and January 30, 2022, we recorded a liability for expected

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

Customers can earn points through spend on both our private label and co-branded credit cards, or can earn points as part of our non-credit card related loyalty program.

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

| | | | As of | | | | | | | | |

| *(In thousands)* | | | January 29, 2023 | | | | | | January 30, 2022 | | |

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

However, as a result of the future cessation of LIBOR, our interest rate will change in fiscal 2023 in accordance with the Credit Facility.

On the earliest of (i) the date that LIBOR rates permanently or indefinitely cease to be provided, (ii) June 30, 2023 or (iii) the early opt-in effective date which is determined by us, the replacement benchmark rate will be determined.

On August 19, 2022, we renewed all three of our letter of credit facilities on substantially similar terms.

One of the letter of credit facilities totaling $5 million matures on September 30, 2026, which is also the latest expiration date possible for future letters of credit issued under the facility.

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

Since the Tax Cuts and Jobs Act of 2017, we have elected not to provide for income taxes with respect to the earnings of Canada after fiscal 2017.

In the second quarter of fiscal 2022, we assessed the overall forecasted cash needs and financial position of our foreign subsidiaries, and management decided to no longer assert its intent to indefinitely reinvest undistributed earnings in Canada.

As a result of this change in assertion, we recorded $2.4 million of tax expense mainly related to Canadian withholding taxes.

| *(In thousands)* | | | January 29, 2023 | | | | | | January 30, 2022 | | | | | | January 31, 2021 | | |

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

| | | | As of | | | | | | | | |

| *(In thousands)* | | | January 29, 2023 | | | | | | January 30, 2022 | | |

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

| Current debt | | | — | | | | | | 299,350 | | |

| Balance at February 3, 2019 | | | 78,813 | | | | | | $ | 789 | | | | | $ | 581,900 | | | | | $ | 584,333 | | | | | $ | (11,073) | | | | | $ | (235) | | | | | $ | 1,155,714 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 356,062 | | | | | | — | | | | | | — | | | | | | 356,062 | | |

| Conversion/release of stock-based awards*1* | | | 649 | | | | | | 6 | | | | | | (27,624) | | | | | | — | | | | | | — | | | | | | (134) | | | | | | (27,752) | | |

| Repurchases of common stock | | | (2,325) | | | | | | (23) | | | | | | (11,658) | | | | | | (136,195) | | | | | | — | | | | | | (958) | | | | | | (148,834) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (156,103) | | | | | | — | | | | | | — | | | | | | (156,103) | | |

| Adoption of accounting pronouncements*2* | | | — | | | | | | — | | | | | | — | | | | | | (3,303) | | | | | | — | | | | | | — | | | | | | (3,303) | | |

*2Relates to our adoption of ASU 2016-02, Leases, in fiscal 2019.*

| Cash and cash equivalents at end of year | | | $ | 850,338 | | | | | $ | 1,200,337 | | | | | $ | 432,162 | |

During fiscal 2019, we recognized an approximate $3,303,000, net of tax, reduction to the opening balance of retained earnings resulting from the impairment of certain long-lived assets upon adoption of Accounting Standards Update (“ASU”) 2016-02, *Leases*.

Throughout fiscal 2020, we finalized rent concession negotiations with the majority of our store landlords due to the impact of temporary store closures from COVID-19.

We considered the Financial Accounting Standards Board’s (“FASB”) guidance regarding lease modifications as a result of the effects of COVID-19 and elected to apply the temporary practical expedient to account for lease changes as variable rent unless an amendment resulted in a substantial change in our lease obligations, in which case the amendment was accounted for as a remeasurement event, and we remeasured the lease liability and right-of-use asset.

As of January 30, 2022 and January 31, 2021, we recorded a liability for expected sales returns of approximately $47,234,000 and $36,115,000 within other current liabilities and a corresponding asset for the expected

For merchandise sales, we record a liability at each period end where we have not fulfilled our obligation to transfer goods or services to the customer, but for which we have already received consideration or have a right to consideration.

In February 2016, the FASB issued ASU 2016-02, *Leases,* which requires lessees to recognize a right-of-use asset and an operating lease liability for virtually all leases.

We adopted the ASU, as amended, as of February 4, 2019, the first day of fiscal year 2019.

We elected to apply the provisions of this ASU at the adoption date, instead of to the earliest comparative period presented in the financial statements.

We elected the package of practical expedients upon adoption, which permitted us not to reassess whether existing contracts are or contain leases, the lease classification of existing leases, or initial direct costs for existing leases.

We elected not to separate lease and non-lease components for all of our leases and not to recognize a right-of-use asset and a lease liability for all short-term leases.

The adoption of this ASU resulted in an increase in total long-term assets and total liabilities of approximately $1.2 billion, which includes an increase in liabilities for lease obligations of approximately $1.4 billion, a decrease in deferred rent and deferred lease incentives of approximately $0.2 billion, and an increase in right-of-use assets of approximately $1.2 billion on the first day of fiscal 2019.

We also recorded an approximate $3,303,000 reduction, net of tax, to the opening balance of retained earnings resulting from the impairment of certain long-lived assets upon adoption of this ASU.

The adoption of this ASU did not materially impact our Consolidated Statement of Earnings.

In December 2019, the FASB issued ASU 2019-12, *Simplifying the Accounting for Income Taxes* (Topic 740).

This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

This ASU was effective for us in the first quarter of fiscal 2021.

The adoption of this ASU did not have an impact on our financial condition, results of operations or cash flows.

Our Credit Facility also provided for a $300,000,000 unsecured term loan facility (the “Term Loan”), which was fully repaid in February 2021.

In September 2021, we entered into an amendment to our Credit Facility (the "Amended Credit Agreement"), which extended the date of the Revolver to September 30, 2026 and removed the $300,000,000 term loan component available under the existing Credit Facility.

The Amended Credit Agreement maintains the interest rate of the Revolver.

During fiscal 2020, we had borrowings of $487,823,000 under the Revolver (at a weighted average interest rate of 2.47%), all of which were repaid in the fourth quarter of fiscal 2020, and no amounts were outstanding as of January 31, 2021.

We have historically elected not to provide for U.S. income taxes with respect to the undistributed earnings of our foreign subsidiaries as we intended to utilize those earnings in our foreign operations for an indefinite period of time.

We are permanently reinvested with respect to unremitted earnings in Canada.

| Other | | | 57 | | | | | | (317) | | |

| Settlements | | | — | | | | | | — | | | | | | — | | |

| Fiscal 2023 | | | 237,377 | | |

| Fiscal 2024 | | | 207,800 | | |

| Fiscal 2025 | | | 182,308 | | |

| Fiscal 2026 | | | 148,787 | | |

As of January [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022.][added: 29, 2023.]

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: 30, 2022,] [added: 29, 2023,] our internal control over financial reporting is effective.

There were no significant changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal [removed: 2021,] [added: 2022,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

Information required by this Item is incorporated by reference herein to information under the headings “Election of Directors,” “Information Concerning Executive Officers,” “Audit and Finance Committee Report,” “Corporate Governance — Corporate Governance Guidelines and Code of Business Conduct and Ethics,” and “Corporate Governance — Audit and Finance Committee” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January [removed: 30, 2022] [added: 29, 2023] (the “Proxy Statement”).

Information required by this Item is incorporated by reference herein to information under the headings “Corporate Governance — Compensation Committee,” “Corporate Governance — Director Compensation,” and “Executive Compensation” [added: (excluding the information under the subheading “Pay Versus Performance”)] in our Proxy Statement.

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

| | | | | | | [Consolidated Statements of [removed: Earnings](#if588bc1041b846048fb4bcf624039a26_79)] [added: Earnings](#i11feac0231874f069e6311a641ff37e8_79)] | | | [removed: [36](#if588bc1041b846048fb4bcf624039a26_79)] [added: [37](#i11feac0231874f069e6311a641ff37e8_79)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#if588bc1041b846048fb4bcf624039a26_82)] [added: Income](#i11feac0231874f069e6311a641ff37e8_82)] | | | [removed: [36](#if588bc1041b846048fb4bcf624039a26_82)] [added: [37](#i11feac0231874f069e6311a641ff37e8_82)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#if588bc1041b846048fb4bcf624039a26_85)] [added: Sheets](#i11feac0231874f069e6311a641ff37e8_85)] | | | [removed: [37](#if588bc1041b846048fb4bcf624039a26_85)] [added: [38](#i11feac0231874f069e6311a641ff37e8_85)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#if588bc1041b846048fb4bcf624039a26_88)] [added: Equity](#i11feac0231874f069e6311a641ff37e8_88)] | | | [removed: [38](#if588bc1041b846048fb4bcf624039a26_88)] [added: [39](#i11feac0231874f069e6311a641ff37e8_88)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#if588bc1041b846048fb4bcf624039a26_91)] [added: Flows](#i11feac0231874f069e6311a641ff37e8_91)] | | | [removed: [39](#if588bc1041b846048fb4bcf624039a26_91)] [added: [40](#i11feac0231874f069e6311a641ff37e8_91)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#if588bc1041b846048fb4bcf624039a26_94)] [added: Statements](#i11feac0231874f069e6311a641ff37e8_94)] | | | [removed: [40](#if588bc1041b846048fb4bcf624039a26_94)] [added: [41](#i11feac0231874f069e6311a641ff37e8_94)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#if588bc1041b846048fb4bcf624039a26_151)] [added: Firm](#i11feac0231874f069e6311a641ff37e8_142)] | | | [removed: [56](#if588bc1041b846048fb4bcf624039a26_151)] [added: [56](#i11feac0231874f069e6311a641ff37e8_142)] | | |

| 10.1 | | | [removed: [Eighth](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [Amended] [added: [Eighth Amended] and Restated Credit Agreement, [removed: dated](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [September] [added: dated September] 30, [removed: 2021,](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [between] [added: 2021, 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 (incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [10.4](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [to] [added: Exhibit 10.4 to] the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [Report] [added: Company’s Quarterly Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [for the](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [period](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [ended](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [October] [added: Form 10-Q for the period ended October] 31, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [as] [added: 2021 as] filed with the Commission [removed: on](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [December] [added: on December] 6, [removed: 2021,](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [File No.](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm) [001-14077](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm)] [added: 2021, File No. 001-14077](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021024590/exhibit104-credit_agreemen.htm)] | | |

| 10.2+ | | | [Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit A to the Company’s definitive proxy statement as filed on [removed: April](https://www.sec.gov/Archives/edgar/data/719955/000119312521119450/d108438ddef14a.htm#toc108438_15) [16, 2021,](https://www.sec.gov/Archives/edgar/data/719955/000119312521119450/d108438ddef14a.htm#toc108438_15) [File] [added: April 16, 2021, File] No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312521119450/d108438ddef14a.htm#toc108438_15) | | |

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

| 10.6+ | | | [Williams-Sonoma, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [2021](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [Incentive] [added: Inc. 2021 Incentive] Bonus Plan, as [removed: amended](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm)[(incorporated] [added: amended (incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [10.1](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [to] [added: Exhibit 10.1 to] the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [Quarterly Report](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [on](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [Form] [added: Company’s Quarterly Report on Form] 10-Q for the period ended May 2, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [as] [added: 2021 as] filed with the Commission [removed: on](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [June] [added: on June] 9, [removed: 2021,](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [File] [added: 2021, File] No. 001-14077)](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) | | |

| 10.10+ | | | [Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021018335/exhibit103williams-sonomax.htm)[3](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021018335/exhibit103williams-sonomax.htm) [to] [added: 10.3 to] the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2021 as filed with the Commission on September 9, 2021, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021018335/exhibit103williams-sonomax.htm) | | |

| [removed: 10.18+*] [added: 10.18+] | | | [Amended and Restated 2012 EVP Level Management Retention Plan](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) | | |

| 21.1* | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit211fy2021subsidiari.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit211fy2022subsidiari.htm)] | | |

| 23.1* | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit231fy2021consentofi.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit231fy2022consentofi.htm)] | | |

| 31.1* | | | [Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as [removed: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit311fy202110kceocert.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit311fy202210kceocert.htm)] | | |

| 31.2* | | | [Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as [removed: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit312fy202110kcfocert.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit312fy202210kcfocert.htm)] | | |

| 32.1* | | | [Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit321fy202110kceocert.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit321fy202210kceocert.htm)] | | |

| 32.2* | | | [Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit322fy202110kcfocert.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit322fy202210kcfocert.htm)] | | |

| 101* | | | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended January [removed: 30, 2022,] [added: 29, 2023,] formatted in Inline XBRL: (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags | | |

[Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)

[removed: [Table of Contents](#if588bc1041b846048fb4bcf624039a26_10)][added: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)]

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | By | | | | | | /S/ LAURA ALBER | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ SCOTT DAHNKE | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ LAURA ALBER | | |

| | | | | | | (principal financial [removed: officer and principal accounting] officer) | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ ANNE FINUCANE | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ ESI EGGLESTON BRACEY | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ FRITS VAN PAASSCHEN | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ PAULA PRETLOW | | |

| Date: March [removed: 28, 2022] [added: 24, 2023] | | | | | | /s/ WILLIAM READY | | |

| | | | | | | | | | Laura Alber | | |

| Date: March 24, 2023 | | | | | | /s/ JEFFREY E. HOWIE | | |

| | | | | | | Jeffrey E. Howie | | |

| Date: March 24, 2023 | | | | | | /s/ JEREMY BROOKS | | |

| | | | | | | Jeremy Brooks | | |

| | | | | | | Chief Accounting Officer | | |

| | | | | | | (principal accounting officer) | | |

| | | | | | | | | |

| Date: March 28, 2022 | | | | | | /s/ JULIE WHALEN | | |

| | | | | | | Julie Whalen | | |

| | | | | | | Director | | |

| Date: March 28, 2022 | | | | | | /s/ ANNE MULCAHY | | |

| | | | | | | Anne Mulcahy | | |

| Date: March 28, 2022 | | | | | | /s/ SABRINA SIMMONS | | |

| | | | | | | Sabrina Simmons | | |