Williams-Sonoma (WSM) 10-K risk factor changes: FY2023 vs FY2022

*•Our facilities and systems, as well as those of our [removed: vendors,] [added: suppliers,] are vulnerable to natural disasters, adverse [removed: weather conditions,] [added: weather, climate change,] technology issues and other unexpected events, any of which could result in an interruption in our business and harm our operating results.*

*•We outsource certain aspects of our business to third-party [removed: vendors] [added: suppliers] and are in the process of insourcing certain business functions from third-party [removed: vendors.*][added: suppliers.*]

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

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

Risks Related to Our [removed: Vendors] [added: Suppliers] and Our Global Operations

*•Our dependence on foreign [removed: vendors] [added: suppliers] and our increased global operations subject us to a variety of risks and uncertainties that could impact our operations and financial results.*

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

*•If our [removed: vendors] [added: suppliers] fail to adhere to our quality control standards and test protocols, we may delay a product launch or recall a product, which could damage our reputation and negatively affect our operations and financial results.*

[removed: *•We have limited experience operating on a] [added: *•Our] global [removed: basis] [added: operations present unique risks,] 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.*

*•We may require funding from external sources, which may not be available at the levels we [removed: require] [added: require,] or may cost more than we [removed: expect.*][added: expect, and, as a consequence, our expenses and operating results could be negatively affected.*]

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

An uncertain economic environment could also cause our [removed: vendors] [added: suppliers] to go out of business or our banks to discontinue lending to us or our [removed: vendors,] [added: suppliers,] or it could cause us to undergo restructurings, any of which [removed: would] [added: could] adversely impact our business and operating results.

In addition, periods of decreased home [removed: purchases] [added: purchases, such as in the current environment,] typically lead to decreased consumer spending on home products.

Adverse changes in factors affecting discretionary consumer spending [added: or decreases in consumer spending on home products during periods of decreased home purchases,] have reduced and may in the future reduce consumer demand for our products, thus reducing our sales and harming our business and operating results.

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

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

Our [removed: vendors] [added: suppliers] 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 crisis.

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

Further, we cannot control all of the various factors that might affect our e-commerce fulfillment rates and timely and effective merchandise delivery to our [removed: stores.][added: stores and customers.]

As a result of our dependence on all of these third-party providers, we are subject to risks, including labor disputes, union organizing [removed: activity (such as the UPS Teamsters negotiation scheduled to occur in mid-2023, the International Longshoremen's Association negotiations to occur during 2023, and the International Longshore & Warehouse Union negotiations to occur during 2023 which may affect port operations),] [added: activity,] 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, the potential for railway and port worker strikes, possible acts of terrorism, war, outbreaks of disease [added: (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 [added: costs associated with any regulations to address climate change.]

In addition, fuel costs have been volatile and [removed: airline] [added: vessel operating companies] and other transportation companies continue to struggle to operate profitably, which could lead to increased fulfillment expenses.

Disruptions or slowdowns in these areas could result from disruptions in telephone or network services, power outages, inadequate system capacity, system hardware or software issues, computer viruses, security breaches, human error, changes in programming, union organizing activity, insufficient or inadequate labor to fulfill the orders, disruptions in our third-party labor contracts, inefficiencies due to inventory levels and limited distribution facility space, issues with third-party order fulfillment and drop shipping, natural disasters, adverse [removed: weather conditions,] [added: weather, climate change,] outbreaks of disease (such as the COVID-19 [removed: pandemic),] [added: pandemic) and] war or acts of terrorism.

[removed: Industries that are] particularly seasonal, such as the home furnishings business, face a higher risk of harm from operational disruptions during peak sales seasons.

In addition, we face the risk that we cannot hire enough qualified [removed: employees] [added: associates] to support our e-commerce operations, or that there will be a disruption in the workforce we [removed: hire] [added: engage] from our third-party providers, especially during our peak season.

The need to operate with fewer [removed: employees] [added: associates] could negatively impact our customer service levels and our operations.

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

We compete with national, [removed: regional] [added: regional,] and local businesses that utilize a similar retail store strategy, as well as traditional furniture stores, department stores, direct-to-consumer [removed: businesses] [added: businesses,] and specialty stores.

The continued sales growth in the e-commerce industry 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 [removed: in order] to gain market share.

- [removed: effectively] marketing and competitively pricing our products to [removed: consumers in several diverse market segments;][added: consumers;]

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

- [removed: effectively] managing increasingly competitive promotional activity;

- effectively managing our supply chain and distribution strategies in order to provide our products to our consumers on a timely basis and minimize [added: out-of-market and multiple shipments, accommodations,] returns, replacements and damaged products.

*Our facilities and systems, as well as those of our [removed: vendors,] [added: suppliers,] are vulnerable to natural disasters, adverse [removed: weather conditions,] [added: weather, climate change,] technology issues and other unexpected events, any of which could result in an interruption in our business and harm our operating results.*

Our retail stores, corporate offices, distribution and manufacturing facilities, infrastructure and e-commerce operations, as well as the operations of our [removed: vendors] [added: suppliers] from which we receive goods and services, are vulnerable to damage from earthquakes, tornadoes, [added: hurricanes, fires, floods or other volatile weather, climate change, power]

[removed: hurricanes, fires, floods or other volatile weather, power] losses, [added: government-mandated shutdowns,] telecommunications failures, hardware and software failures, computer hacking, cybersecurity breaches, computer viruses and similar events.

If any of these events result in damage to our facilities or systems, or those of our [removed: vendors,] [added: suppliers,] we may experience interruptions in our business until the damage is repaired, resulting in the potential loss of customers and revenues.

There has been increased focus from our stakeholders, including consumers, [removed: employees] [added: associates] and investors, on our ESG practices.

Our efforts to accomplish and accurately report on these goals and objectives present numerous operational, reputational, financial, legal and other risks, any of which could have a material negative impact, including on our reputation, stock price, and results of [removed: operation.][added: operations.]

The standards for tracking and reporting on ESG matters are relatively [removed: new, have not been formalized] [added: new] and continue to evolve.

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 [removed: suppliers and vendors,] [added: suppliers,] who may not reliably or accurately track or record such data.

*•If we are unable to protect against inventory shrink, loss of other assets and fraud, our results of operations and financial condition could be adversely affected.*

*•Our business may be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business.*

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

A critical component of managing inventory levels is predictability of transit times from our global

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

suppliers to our distribution centers.

Factors such as labor disputes, union organizing activity, geopolitical instability, acts of terrorism, war, outbreaks of disease (such as the COVID-19 pandemic), adverse weather, natural disasters, and climate change can affect the global supply chain and disrupt our business.

For example, recent instability in the Middle East is deterring commercial vessels from traveling through the Suez Canal, and instead is causing them to be rerouted, which leads to increased transit time and additional costs.

Additionally, we have been, and may continue to be, affected by disruptions and delays in the shipping channels utilizing the Panama Canal.

Low annual rainfall in Panama has reduced the size and number of vessels able to travel through the canal each day.

The reduced size and number of vessels transiting the Panama Canal has caused us to use alternative shipping routes, and may cause us to incur higher labor costs, both of which could lead to increased shipping costs.

These delays and disruptions may lead to increased costs and reduced demand for our products, which could harm our business.

Additionally, as we continue with the regionalization of our retail and e-commerce fulfillment capabilities, we are dependent on our ability to effectively locate appropriate real estate for our distribution facilities and continually ensure their ability to meet our fulfillment needs.

We have invested capital into the acquisition of real estate leases for, and the development of technology and efficiencies at, our distribution centers.

If disruptions in the operation of our distribution centers arise, or the technologies and efficiencies that we have invested in do not perform as anticipated, the results of our business could be negatively impacted.

For example, the International Longshoreman’s Association ("ILA") union of maritime workers contract expires on September 30, 2024.

The ILA is the largest union of maritime workers in North America, with over 65,000 members along the East Coast and Gulf of Mexico.

If the ILA contract is not renewed before expiration and ILA members go on strike in the fall of 2024, we may be forced to ship goods intended for the East Coast of the U.S. to West Coast ports and move them to the East Coast by land, which could result in West Coast port congestion, significantly longer transit times, and increased costs to us.

Industries that are

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

- smartly leveraging artificial intelligence ("AI") and machine learning to enhance the customer experience and streamline processes;

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

related matters, in our SEC filings or in other public disclosures.

Approximately 66% of our net revenues were generated by e-commerce sales in fiscal 2023.

In addition, public health conditions

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

*If we are unable to protect against inventory shrink, loss of other assets and fraud, our results of operations and financial condition could be adversely affected.*

Risk of loss or theft of assets, including loss of inventory (also called shrink), is inherent in the retail business.

We have historically experienced loss of assets and inventory shrink due to damage, errors or misconduct by associates or third parties, theft, fraud, organized retail crime, and other causes, which may be further impacted by macroeconomic factors, including the enforcement environment.

Recently, we have experienced elevated levels of inventory shrink, loss of other assets and fraud relative to historical levels, which could adversely affect our results of operations and financial condition.

Our inability to effectively prevent and/or minimize the loss of assets and inventory shrink, or to effectively reduce, or to accurately predict and accrue for the impact of those losses, could adversely affect our financial performance.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

For example, in 2023 we launched our newest brand, GreenRow.

Coupled with social media platforms and similar devices that allow

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

Similar to many other retail companies and because of the prominence of our brand, we have in the past experienced, and we expect to continue to experience, cyber attacks, including phishing, and other attempts to breach, or gain unauthorized access to, our system and databases.

To date, these attacks have not had a material impact on our operations, but we cannot provide assurance that they will not have an impact in the future.

We have a variety of security measures designed to prevent these attacks, but they vary in maturity, and our logging also may not be sufficient to fully investigate a cyber attack.

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

*•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 results of operations and overall financial performance remains uncertain.*

*•Changes in the method of determining the London Interbank Offered Rate, or LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our financial condition and results of operations.*

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

For example, during the COVID-19 pandemic, we experienced elevated levels of demand for many of our products, and as a result, we encountered delays in fulfilling this demand and replenishing to appropriate inventory levels.

Continued or lengthy delays in fulfilling customer demand could cause our customers to shop with our competitors instead of us, which could harm our business.

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 UPS Teamsters negotiation scheduled to occur in mid-2023, the International Longshoremen's Association negotiations to occur during 2023, and the International Longshore & Warehouse Union negotiations to occur during 2023, which may affect port operations) and our ability to effectively locate real estate for our distribution facilities or other supply chain operations.

costs associated with any regulations to address climate change.

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

*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 results of operations and overall financial performance remains uncertain.*

Our business has been and may continue to be materially impacted by the COVID-19 pandemic, which has negatively affected the U.S. and global economies, disrupted businesses and financial markets, and led to significant travel and transportation reductions.

Although during the COVID-19 pandemic our revenues have grown, there is no guarantee that such growth will continue over a prolonged period of time or that our revenues will not decline as consumers return to the workplace and 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 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 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.

If we are not able to respond to and manage the impact of such events effectively, our business, operating results, financial condition and cash flows could be adversely affected.

success.

Although we take the security of our systems and the privacy of our customers’ confidential information seriously, and we believe we take reasonable steps to protect the security and confidentiality of the information we collect, we cannot guarantee that our security measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information.

to our brands and reputation.

We recently replaced our core financial reporting and human capital management systems with new enterprise resource planning systems to standardize our processes worldwide and adopt best-in-class capabilities.

As we continue to utilize our core financial reporting and human capital management systems, we may need to add or improve processes and features, which could disrupt service to our operations or cause errors in data.

Our global operations in Asia, Australia, Europe and Canada

As part of our overall global expansion strategy, we operate company-owned retail stores and e-commerce websites outside of North America.

While our global expansion to date has been a small part of our business, we plan to continue to increase our presence internationally,

including through our franchise and shop-in-shop arrangements.

For example, in 2021, 137 member states of the Organization of Economic Co-operation and Development agreed to a two-pillar inclusive framework that will fundamentally change the taxing rights of governments and the allocation of profits among tax jurisdictions in which companies conduct business.

In December 2022, the European Union adopted the Minimum Tax Directive under Pillar 2 of the inclusive framework, requiring member states to pass legislation by the end of 2023.

Although it is uncertain if some or all of these proposals will be enacted into law in the U.S. or in other countries in which we operate, it is possible that such changes could materially impact our effective tax rate.

investors and analysts, especially in times of economic uncertainty.

*Changes in the method of determining the London Interbank Offered Rate, or LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our financial condition and results of operations.*

Certain of our financial obligations and instruments, including our credit facilities, are or may be made at variable interest rates that use LIBOR (or metrics derived from or related to LIBOR) as a benchmark for establishing the interest rate.

The United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR, and most LIBOR tenors are not expected to be published after June 30, 2023.

These reforms may result in new methods of calculating LIBOR to be established, or alternative reference rates to be established.

For example, the Federal Reserve Bank of New York has begun publishing a Secured Overnight Funding Rate, or SOFR, which is intended to replace U.S. dollar LIBOR, and central banks in several other jurisdictions have also announced plans for alternative reference rates for other currencies.

The potential consequences of these actions cannot be fully predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us.

Changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could reduce our earnings and cash flows.

In addition, any transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, reductions in the value of certain instruments or the effectiveness of related transactions such as hedges, increased borrowing costs, uncertainty under applicable documentation, or difficult and costly consent processes.

This could materially and adversely affect our results of operations, cash flows, and liquidity.

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the 52 weeks ended January [removed: 29, 2023] [added: 28, 2024] (“fiscal [removed: 2022”),] [added: 2023”),] and the 52 weeks ended January [removed: 30, 2022] [added: 29, 2023] (“fiscal [removed: 2021”)] [added: 2022”)] 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: 30, 2022] [added: 29, 2023] (“fiscal [removed: 2021”),] [added: 2022”),] compared to the 52 weeks ended January [removed: 31, 2021] [added: 30, 2022] (“fiscal [removed: 2020”),] [added: 2021”),] can be found under [removed: Item 7] [added: [Item 7](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000719955/000162828023009175/wsm-20230129.htm#i11feac0231874f069e6311a641ff37e8_43)] in our Annual Report on Form 10-K for fiscal [removed: 2021,] [added: 2022,] filed with the SEC on March [removed: 28, 2022,] [added: 24, 2023,] which is available on the SEC’s website at www.sec.gov and under the Financial Reports section of our Investor Relations website.

Williams-Sonoma, Inc. is [removed: a] [added: an omni-channel] specialty retailer of [removed: high-quality] [added: high-quality,] sustainable products for the home.

Our [removed: products, representing distinct merchandise strategies] [added: products in our portfolio of nine brands] — Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, [removed: and] Mark and [removed: Graham] [added: Graham, and GreenRow] — are marketed through e-commerce websites, direct-mail catalogs and [added: our] retail stores.

We are also proud to be a leader in our industry with our [removed: Environmental, Social] [added: values-based culture] and [removed: Governance (“ESG”) efforts.][added: commitment to achieving our sustainability goals.]

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

[removed: *Fiscal 2022] [added: Fiscal 2023] Financial [removed: Results*][added: Results]

Net revenues in fiscal [removed: 2022 increased $428.5] [added: 2023 decreased $923.8] million, or [removed: 5.2%,] [added: 10.6%,] with company comparable brand revenue ("company comp") [removed: growth] [added: decline] of [removed: 6.5%.][added: 9.9%.]

Finally, our emerging brands, Rejuvenation and Mark and Graham, combined, delivered [removed: 9.6%] [added: low single-digit] brand comp growth.

We ended the year with a cash balance of [removed: $367.3 million] [added: $1.3 billion] and generated positive operating cash flow of [removed: $1.1] [added: $1.7] billion.

In addition to our [removed: strong] cash balance, we also ended the year with no outstanding borrowings under our revolving line of credit.

This strong liquidity position allowed us to [added: provide stockholder returns of $545.5 million through stock repurchases and dividends, and to] fund the operations of the business by investing [removed: $354.1] [added: $188.5] million in capital [removed: expenditures during fiscal 2022, and to provide shareholder returns of approximately $1.1 billion in fiscal 2022 through share repurchases and dividends.][added: expenditures.]

In fiscal [removed: 2022,] [added: 2023,] diluted earnings per share was [removed: $16.32] [added: $14.55] (which included [added: (i)] a [removed: $0.21] [added: $0.20] impact [removed: from] [added: related to exit costs associated with] the [removed: impairment] [added: closure] of [added: our West Coast manufacturing facility and the exiting of] Aperture, a division of our [removed: Outward, Inc. subsidiary)] [added: Outward subsidiary, and (ii) a $0.09 impact related to reduction-in-force initiatives, primarily in our corporate functions)] versus [removed: $14.75] [added: $16.32] in fiscal [removed: 2021] [added: 2022] (which included a [removed: $0.10] [added: $0.21] impact from [removed: acquisition-related expenses] [added: the impairment] of [removed: Outward, Inc.).][added: Aperture).]

Our three key differentiators - our in-house design, our digital-first channel strategy, and our values - [removed: continued] [added: continue] to distinguish us as the world’s largest digital-first, design-led and sustainable home retailer.

Another successful growth initiative is our [added: continued] expansion into global markets.

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

Our emerging brands, [added: including] Rejuvenation and Mark and Graham, [removed: have] [added: are expected to] also [removed: provided] [added: provide] incremental growth.

These two brands service the white space needs of [removed: customers.][added: customers and demonstrate our ability to develop new businesses and expand our portfolio.]

On the sustainability front, we take great pride in the progress we are making within our impact initiatives and [removed: ESG] [added: sustainability] leadership across the home furnishings industry.

[removed: *Looking] [added: Looking] Ahead to [removed: 2023*][added: 2024]

As we look forward to the year ahead, we believe [removed: our] [added: these] key [removed: differentiators – our in-house design, our digital-first channel strategy, and our values, our growth initiatives and our unique operating model] [added: priorities] 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, [added: elevated interest rates,] layoffs, inflationary [removed: pressure] [added: pressure, political uncertainty] and [removed: possible recession] [added: global geopolitical tension] may [added: continue to] impact our results.

For information on risks, please see “Risk Factors” in [Part I, [removed: Item](#i11feac0231874f069e6311a641ff37e8_19) [1A](#i11feac0231874f069e6311a641ff37e8_19).][added: Item 1A](#i4d491f2029984edea0e0ffd592ba9848_19).]

[removed: On] [added: Company comp decreased 3.4% on] a two-year [removed: basis, company comp] [added: basis and] increased [removed: 28.5%.][added: 35.6% on a four-year basis.]

The following table summarizes our net revenues by brand for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021:][added: 2022:]

| *(In thousands)* | | | Fiscal [removed: 2022] [added: 2023] *1* | | | | | | Fiscal [removed: 2021] [added: 2022] *1* | | |

| Pottery Barn | | | $ | [removed: 3,555,521] [added: 3,206,167] | | | | | $ | [removed: 3,120,687] [added: 3,555,521] | |

| West Elm | | | [removed: 2,278,131] [added: 1,854,811] | | | | | | [removed: 2,234,548] [added: 2,278,131] | | |

| Williams Sonoma | | | [removed: 1,286,651] [added: 1,260,045] | | | | | | [removed: 1,345,851] [added: 1,286,651] | | |

| Pottery Barn Kids and Teen | | | [removed: 1,132,937] [added: 1,060,470] | | | | | | [removed: 1,139,893] [added: 1,132,937] | | |

| Other *2* | | | [removed: 421,177] [added: 369,159] | | | | | | [removed: 404,957] [added: 421,177] | | |

| Total | | | $ | [removed: 8,674,417] [added: 7,750,652] | | | | | $ | [removed: 8,245,936] [added: 8,674,417] | |

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

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

Outlet comparable store [removed: net] revenues are included in their respective brands.

Additionally, comparable brand revenue [removed: growth] for newer concepts is not separately disclosed until such time that we believe those sales are meaningful to evaluating the performance of the brand.

| *Comparable brand revenue growth (decline)* | | | Fiscal [removed: 2022] [added: 2023] *1* | | | | | | Fiscal [removed: 2021] [added: 2022] *1* | | |

| Pottery Barn | | | [removed: 14.9] [added: (9.7] | | [removed: %] [added: %)] | | | | [removed: 23.9] [added: 14.9] | | % |

| West Elm | | | [removed: 2.5] [added: (18.8)] | | | | | | [removed: 33.1] [added: 2.5] | | |

| Williams Sonoma | | | [removed: (1.7)] [added: (0.7)] | | | | | | [removed: 10.5] [added: (1.7)] | | |

These disruptions improved in the fourth quarter of fiscal 2022.

However, the costs from these supply chain challenges impacted our Consolidated Statement of Earnings in the first half of fiscal 2023.

Our full year revenues reflect a challenging environment for home furnishings.

This decrease was driven by continuing customer hesitancy towards furniture purchases and our strategy to reduce promotional activity, partially offset by strength in certain non-furniture categories.

Comparable brand revenue ("brand comp") for Pottery Barn, our largest brand, decreased 9.7%, increased 5.2% on a two-year basis and increased 44.3% on a four-year basis.

The fiscal 2023 decline was driven by reduced furniture demand and our strategy to reduce promotional activity, partially offset by relative strength from our seasonal decorating, entertaining and home textiles categories.

Brand comp for the Pottery Barn Kids and Teen businesses decreased 5.5%, decreased 5.1% on a two-year basis and increased 23.1% on a four-year basis.

The fiscal 2023 decline resulted from pressure in certain of our children's furniture categories, but saw relative strength from our baby and seasonal offerings and new product collaborations.

Brand comp for West Elm decreased 18.8%, decreased 16.3% on a two-year basis and increased 32.0% on a four-year basis.

The fiscal 2023 decline was driven by West Elm continuing to be the brand most affected by the customer pull back in furniture as a result of the brand's high percentage of its assortment in the furniture category and our strategy to reduce promotional activity, partially offset by relative strength from new designs across all categories including furniture, textiles and decorative accessories.

Brand comp for the Williams Sonoma brand decreased 0.7%, decreased 2.4% brand on a two-year basis and increased 31.9% on a four-year basis.

The fiscal 2023 decline resulted from our home business, partially offset by strength in the kitchen business driven by electrics, seasonal, cookware and bakeware categories as well as new product collaborations.

Our ongoing investment in our proprietary e-commerce technology continues to improve our online experience.

We are focused on offering customers inspiring content and dynamic tools to assist with design projects.

Our internal teams, including creative and customer service, are already benefiting from the speed and cost efficiencies this technology provides.

We remain passionate about our best-in-class retail business.

Our stores are beautifully designed and curated with inspirational assortments.

Our continued retail optimization efforts have transformed our store fleet to be positioned in the most profitable, inspiring, and strategic locations.

Looking ahead to 2024, we are focused on three key priorities, which include (i) returning to growth, (ii) elevating our world-class customer service and (iii) driving earnings.

*Returning to Growth*

Our growth will be driven by our business strategies in each of our core businesses, our emerging brands, our business-to-business program and our global business.

And, launched in fiscal 2023, our newest emerging brand GreenRow, which utilizes sustainable materials and manufacturing practices to create colorful, heirloom-quality products, continues to gain momentum.

In India, we continue to see growth from strong marketing and brand awareness campaigns across the brands with a high penetration of design crew business.

In Mexico, the market continues to show strength, driven by improved in-stocks and a strong holiday season.

In Canada, our digital initiatives continue to gain new customers and drive results for our brands, and we are pleased with the recent launches of Rejuvenation, Mark and Graham and Williams Sonoma Home.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

*Elevating our World-Class Customer Service*

We are continuing to improve our world-class customer service by driving supply chain improvements from reduced out-of-market and multiple shipments, fewer customer accommodations, lower returns and damages, and reduced replacements.

*Driving Earnings*

The supply chain improvements contributing to elevating our world-class customer service are expected to continue to contribute meaningfully to our profitability.

Additionally, our pricing power, high e-commerce sales mix, retail optimization and investment in highly efficient advertising are expected to drive earnings as we continue to control costs from our overall financial discipline.

In fiscal 2024, we expect to maintain our employment cost savings that we achieved in fiscal 2023, following our comprehensive review of our organization structure.

We have a powerful portfolio of brands, serving a range of categories, aesthetics, and life stages and we have built a strong omni-channel platform and infrastructure, which positions us well for the next stage of growth.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

Net revenues in fiscal 2023 decreased $923.8 million or 10.6%, with company comp decline of 9.9%.

Our full year revenues reflect a challenging environment for home furnishings.

This decrease was driven by continuing customer hesitancy towards furniture purchases and our strategy to reduce promotional activity, partially offset by strength in certain non-furniture categories.

Company comp decreased 3.4% on a two-year basis and increased 35.6% on a four-year basis.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

GROSS PROFIT

We expect the impact of higher product costs, ocean freight, detention and demurrage to continue into fiscal 2023, which could negatively impact our business.

This was driven by strong order fulfillment and growth initiatives.

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

Pottery Barn, our largest brand, delivered 14.9% comparable brand revenue ("brand comp") growth driven by our growth initiatives such as our accessible home, apartment and our market-place assortment.

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 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.

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.

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.

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

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.

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

*1* *Retail store data for fiscal 2021 includes stores temporarily closed due to COVID-19.

All stores were reopened as of the end of fiscal 2021.*

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COST OF GOODS SOLD

| Cost of goods sold *1* | | | $ | 4,996,684 | | | | | 57.6 | | % | | | | $ | 4,613,973 | | | | | 56.0 | | % |

Cost of goods sold includes cost of goods, occupancy expenses and shipping costs.

Occupancy expenses consist of rent, other occupancy costs (including property taxes, common area maintenance and utilities) and depreciation.

Shipping costs consist of third-party delivery services and shipping materials.

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

Cost of goods sold as a percentage of net revenues increased to 57.6% from 56.0% in fiscal 2021.

SG&A increased $0.5 million and remained relatively flat compared to fiscal 2021.

This decrease in rate was primarily driven by the leverage of employment costs and advertising expenses from overall cost discipline and adjusted incentive compensation commensurate with business performance.

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.

We are exposed to market risks, which include significant deterioration of the U.S. and foreign markets, changes in U.S. interest rates, foreign currency exchange rate [removed: fluctuations] [added: fluctuations, inflation] and the effects of economic uncertainty which may affect the prices we pay our [removed: vendors] [added: suppliers] in the foreign countries in which we do business.

During fiscal [removed: 2022,] [added: 2023,] we had no borrowings under the Revolver.

As of January [removed: 29, 2023,] [added: 28, 2024,] 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 [removed: vendors] [added: suppliers] 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: 2022] [added: 2023] or fiscal [removed: 2021.][added: 2022.]

Since we pay for the majority of our international purchases in U.S. dollars, however, a decline in the U.S. dollar relative to other foreign currencies would subject us to risks associated with increased purchasing costs from our [removed: vendors] [added: suppliers] in their effort to offset any lost profits associated with any currency devaluation.

While the impact of foreign currency exchange rate fluctuations was not material to us in fiscal [removed: 2022,] [added: 2023,] we have continued to see volatility in the exchange rates in the countries in which we do business.

To mitigate this risk, we [added: may] hedge a portion of our foreign currency exposure with foreign currency forward contracts in accordance with our risk management policies (see [Note [removed: L](#i11feac0231874f069e6311a641ff37e8_133)] [added: L](#i4d491f2029984edea0e0ffd592ba9848_133)] to our Consolidated Financial Statements).

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

*Inflation*

While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we have experienced varying levels of inflation, resulting in part from various supply chain disruptions, increased shipping and transportation costs, increased product costs, increased labor costs in the supply chain and other disruptions caused by the pandemic and the uncertain economic environment.

We believe the effects of inflation, if any, on our financial statements and results of operations have been immaterial to date.

However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future, including by the heightened levels of inflation experienced globally during fiscal 2023 and fiscal 2022.

Global trends, including inflationary pressures, are weakening customer sentiment, negatively impacting consumer spending behavior and slowing down consumer demand for our products.

However, our unique operating model and pricing power helped mitigate these increased costs during fiscal 2023 and fiscal 2022.

Our inability or failure to offset the impact of inflation could harm our business, financial condition and results of operations.

[removed: Williams-Sonoma, Inc. is] [added: We are] the [removed: world’s] [added: world's] largest digital-first, design-led and sustainable home retailer.

Our products [removed: represent distinct merchandise strategies] [added: in our portfolio of nine brands] — Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, [removed: and] Mark and [removed: Graham] [added: Graham, and GreenRow] — are marketed through e-commerce websites, direct-mail catalogs and [added: our] retail stores.

We are also proud to be a leader in our industry with our [removed: Environmental, Social] [added: values-based culture] and [removed: Governance (“ESG”) efforts.][added: commitment to achieving our sustainability goals.]

Born in Brooklyn in 2002, West Elm is dedicated to transforming people’s [removed: lives and] spaces through creativity, style and purpose.

West Elm creates unique, modern and affordable home [removed: decor] [added: décor] and curates a [removed: global] selection of [removed: local,] [added: goods that are crafted by makers from the across the world, with a focus on] ethically-sourced and Fair Trade Certified [removed: products, available online and in our stores worldwide.][added: products.]

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

The [removed: digitally native] [added: 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 [removed: 50 exclusive] [added: 100] monograms.

As of January [removed: 29, 2023,] [added: 28, 2024,] we had the following merchandise strategies: Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, [removed: Rejuvenation and] [added: Rejuvenation,] Mark and Graham, [added: and GreenRow,] which sell our products through our e-commerce websites, retail stores and direct-mail catalogs.

We operate [removed: 530] [added: 518] stores, which include [removed: 489] [added: 480] stores in [removed: 41] [added: 40] states, Washington, D.C. and Puerto Rico, [removed: 20] [added: 19] stores in Canada, [removed: 19] [added: 17] stores in Australia and 2 stores in the United Kingdom.

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: 2022.][added: 2023.]

Approximately [removed: 67%] [added: 81%] of our merchandise purchases in fiscal [removed: 2022] [added: 2023] were sourced from foreign [removed: vendors,] [added: suppliers,] predominantly in Asia and [removed: Europe.][added: Europe, with 25% of our merchandise purchases sourced from China.]

In addition, we manufacture merchandise, primarily upholstered furniture and lighting, at our facilities located in North Carolina, [removed: California,] Oregon and Mississippi.

The current macroeconomic environment is uncertain and we [removed: continue] [added: continued] to incur increased costs across our global supply [removed: chain.][added: chain in the first half of fiscal 2023.]

[removed: Risk Factors](#i11feac0231874f069e6311a641ff37e8_19) and to [Part II, Item 7](#i11feac0231874f069e6311a641ff37e8_43)[.](#i11feac0231874f069e6311a641ff37e8_43) [](#i11feac0231874f069e6311a641ff37e8_43)[Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i11feac0231874f069e6311a641ff37e8_43)] [added: Operations](#i4d491f2029984edea0e0ffd592ba9848_43)] for further discussion on the effect the global supply chain disruption has had on our results of operations.

Our in-house teams design our own products and work with our talented [removed: vendors] [added: suppliers] to bring quality, sustainable products to market through our high-touch multi-channel platform.

In preparation for and during our holiday selling season, we hire a substantial number of additional temporary [removed: employees,] [added: associates,] primarily in our retail stores, [removed: distribution facilities and] customer care [removed: centers.][added: centers, and distribution facilities.]

As of January [removed: 29, 2023,] [added: 28, 2024,] we had approximately [removed: 21,100] [added: 19,300] employees, who we refer to as associates, of whom approximately [removed: 12,500] [added: 10,700] were full-time.

In preparation for and during our fiscal [removed: 2022] [added: 2023] holiday selling season, we hired a substantial number of part-time and seasonal [removed: employees,] [added: associates,] primarily in our retail stores, [removed: distribution facilities and] customer care [removed: centers.][added: centers, and distribution facilities.]

None of our [removed: employees] [added: associates] are represented by a collective bargaining agreement.

We have three key [removed: ESG] [added: Environmental, Social and Governance "ESG"] pillars as [removed: key] areas of focus for our Company.

We [removed: conduct an annual Associate Opinion Survey to] directly engage with [removed: and] [added: associates throughout the year to] collect feedback [removed: from our associates,] [added: with surveys and in-person, facilitated round tables,] which we use to [added: celebrate our culture and] improve the experience of our teams.

*Talent Development and [removed: Engagement*][added: Career Mobility*]

We invest in our [removed: employees] [added: associates] through accessible resources and structured training programs that help our associates to [removed: create the career they envision for themselves.][added: navigate and foster meaningful careers.]

We offer [removed: a large selection of] development opportunities for our [removed: employees] [added: associates] including in-person and online learning, as well as professional development courses, such as goal setting, [removed: unconscious bias] and [removed: inclusive] leadership training.

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

We [added: also] created [removed: new] learning programs to further build skills and career opportunities for associates, notably focused on design and core retail skills.

We aim to provide equal opportunity for all [removed: employees.][added: associates.]

As of the end of fiscal [removed: 2022,] [added: 2023,] approximately [removed: 67.4%] [added: 68.1%] of our total workforce identified as female and approximately [removed: 43.7%] [added: 41.1%] identified as an ethnic minority group.

Additionally, approximately [removed: 54.8%] [added: 56.6%] of our Vice Presidents and above identified as female.

We were also [added: ranked on Forbes' List of Best Employers for Diversity in 2023 and were] included in the 2023 Bloomberg Gender-Equality Index, which tracks public companies’ commitment to gender equality.

We are focused on increasing [removed: the representation of minority] [added: under-represented] talent [added: at the Company] through [removed: hiring] [added: expanding our candidate pool] and career development.

[removed: In June 2020, we established] [added: We maintain] an Equity Action Plan and [removed: formed] an Equity Action Committee, including a diverse group of executives and associates, [removed: to drive positive change in the fight for racial justice,] and in [removed: 2022] [added: 2023] we continued our commitment to equity through our partnership and donation support with our [removed: racial equity and justice] non-profit partners such as the NAACP, the Jackie Robinson Foundation, the National Urban [removed: League,] [added: League] and Asian Americans Advancing Justice—Asian Law Caucus.

We [removed: are currently building] [added: continue to foster] relationships with [removed: approximately] [added: over] 180 organizations, universities, colleges and networks to expand our reach to potential candidates.

We continue to [removed: ensure we] [added: strive to] bring forward a diverse slate of candidates for [removed: all of] our corporate roles posted externally, [removed: and have seen] [added: which has resulted in] improvement in both overall representation and hire rate since [removed: we launched] [added: the inception of] 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 [removed: associate equity] [added: affinity group] networks including an LGBTQIA+ Network, Black Associate Network, Veterans Appreciation Network, Hispanic/LatinX Associate Network, Asian WSI [removed: Network,] [added: 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; [added: medical, family and bereavement leave; paid maternity/primary]

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

In addition, consistent with our commitment to diversity and inclusion, we have expanded our benefit offerings to include coverage for transgender-inclusive services, including gender [removed: confirmation surgery] [added: affirming care] and [removed: hormone] therapy.

As we strive to keep health care affordable and inclusive, we [removed: minimized] [added: minimize] cost increases to associates [removed: 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.

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

We are focused on three key priorities — returning to growth, elevating our world-class customer service and driving earnings.

Our growth will be driven by our business strategies in each of our core businesses, our business-to-business program, our emerging brands and our global business.

We will continue to improve our world-class customer service by driving supply chain improvements from reduced out-of-market and multiple shipments, fewer customer accommodations, lower returns and damages, and reduced replacements.

Additionally, we see opportunity to drive margin by focusing on full-price selling and cost negotiations.

As it relates to other cost efficiencies, we expect to maintain our employment cost savings that we achieved this year, following our comprehensive review of our organization structure.

The West Elm collection is available online and in our stores worldwide.

*GreenRow*

GreenRow, established in 2023, is an internally designed and developed brand specializing in the use of sustainable materials and manufacturing practices to create colorful, vintage-inspired heirloom quality products.

Every product in the digitally-native brand's assortment supports at least one of our social or environmental initiatives and prioritizes utilizing innovative, sustainable manufacturing practices with low-impact materials wherever possible — including responsibly sourced linen, cotton, wood and recycled materials.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

Risk Factors](#i4d491f2029984edea0e0ffd592ba9848_19) and to [Part II, Item 7.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

We have a transparent process to post open jobs throughout the company and communicate opportunities for individuals to be considered for career advancement both within their current teams and across the company.

We conduct annual talent reviews to identify talent development actions as well as strength and opportunities within our succession plans.

Together, these actions enable us to maintain a strong talent pipeline internally.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

Our three pillars of Planet, People, and Purpose are the cornerstones of our ESG work.

Within these pillars, we identified impact areas and set goals that our family of brands plays an active role in achieving.

Our strategies for energy efficiency and renewable energy, vendor engagement, and preferred materials guide our reduction efforts.

In addition to our environmental work, we offer programming to support and enhance the well-being of the workers in our supply chain.

Our ambitious goals encourage us to scale our impact.

More information about our sustainability efforts can be found on our website: sustainability.williams-sonomainc.com.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

domain names, trade secrets and other intellectual property and proprietary technology that we hold are of material importance to us.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

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.

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.

During fiscal 2022, we also raised our Company minimum wage to $16 per hour for U.S.-based hourly associates across our retail store, corporate, and supply chain workforce.

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

We remain committed to our partnerships with St. Jude Children’s Research Hospital, No Kid Hungry, The Trevor Project, AIDS Walk, Canada Children’s Hospitals and the Arbor Day Foundation.

We raised $4.0 million for St. Jude Children’s Research Hospital during 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.

We also support organizations and partners, such as Good360 and Habitat for Humanity, who assist those with damaged or lost homes, or those seeking decent, affordable housing.

We give charitable grants, donate our merchandise, donate proceeds from the sale of certain products, and provide matching grants for charitable donations made by our associates.

Our Williams-Sonoma, Inc. Foundation also provides need-based grants to our associates directly impacted by federally-declared disasters.

Given the alignment of our ESG work with our strategic direction, our Board is highly engaged on the topic of sustainability.

Since 2019, our Nominations, Corporate Governance and Social Responsibility Committee and our Board have overseen ESG matters.

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

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.

Building on the progress of our cotton and wood goals, we are aligning our preferred materials work with our climate strategy, using materials as part of our efforts to reach our Science-Based Target.

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

We hold our suppliers to high ethical standards, and we are committed to integrity and honesty throughout all aspects of our business.

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

Hundreds of factories in our audit scope are audited annually 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.

Using a continuous improvement model, we work alongside factories to improve working conditions.

Our

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For the fiscal year ended January [removed: 29, 2023.][added: 28, 2024.]

As of July [removed: 31, 2022,] [added: 30, 2023,] the approximate aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $9,561,401,198] [added: $8,903,099,737] 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 July [removed: 31, 2022] [added: 30, 2023] listed as executive officers and directors with the Securities and Exchange Commission.

As of March [removed: 19, 2023, 66,228,239] [added: 17, 2024, 64,112,265] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, also referred to in this Annual Report on Form 10-K as our Proxy Statement, which will be filed with the Securities and Exchange Commission, or SEC, have been incorporated in [Part [removed: III](#i11feac0231874f069e6311a641ff37e8_157)] [added: III](#i4d491f2029984edea0e0ffd592ba9848_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; the continuing impact of inflation and measures to control inflation, including [removed: raising] [added: changing] interest rates, on consumer spending; [removed: the continuing impact of the coronavirus,] war in [removed: Ukraine,] [added: Ukraine] and [added: the Middle East, and] shortages of various raw materials on our 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 [removed: vendors] [added: suppliers] 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 products and product lines and bring in new customers; 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; 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: 2023;] [added: 2024;] our planned use of cash in fiscal [removed: 2023;] [added: 2024;] our compliance with financial covenants; our belief that our cash on hand and available credit facilities will provide adequate liquidity for our business operations; our belief regarding the effects of potential losses under our indemnification obligations; the effects of changes in our inventory reserves; the impact of new accounting pronouncements; and statements of belief and statements of assumptions underlying any of the foregoing.

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 [Part I, Item [removed: 1A](#i11feac0231874f069e6311a641ff37e8_19)] [added: 1A](#i4d491f2029984edea0e0ffd592ba9848_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 [removed: Commission (“SEC”),] [added: Commission,] which are available on the SEC’s web site at www.sec.gov.

FISCAL YEAR ENDED JANUARY [removed: 29, 2023][added: 28, 2024]

| Item 1. | | | [removed: [Business](#i11feac0231874f069e6311a641ff37e8_16)] [added: [Business](#i4d491f2029984edea0e0ffd592ba9848_16)] | | | [removed: [3](#i11feac0231874f069e6311a641ff37e8_16)] [added: [3](#i4d491f2029984edea0e0ffd592ba9848_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i11feac0231874f069e6311a641ff37e8_19)] [added: Factors](#i4d491f2029984edea0e0ffd592ba9848_19)] | | | [removed: [8](#i11feac0231874f069e6311a641ff37e8_19)] [added: [9](#i4d491f2029984edea0e0ffd592ba9848_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i11feac0231874f069e6311a641ff37e8_22)] [added: Comments](#i4d491f2029984edea0e0ffd592ba9848_22)] | | | [removed: [23](#i11feac0231874f069e6311a641ff37e8_22)] [added: [28](#i4d491f2029984edea0e0ffd592ba9848_22)] | | |

| Item 2. | | | [removed: [Properties](#i11feac0231874f069e6311a641ff37e8_25)] [added: [Properties](#i4d491f2029984edea0e0ffd592ba9848_25)] | | | [removed: [24](#i11feac0231874f069e6311a641ff37e8_25)] [added: [30](#i4d491f2029984edea0e0ffd592ba9848_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i11feac0231874f069e6311a641ff37e8_28)] [added: Proceedings](#i4d491f2029984edea0e0ffd592ba9848_28)] | | | [removed: [25](#i11feac0231874f069e6311a641ff37e8_28)] [added: [31](#i4d491f2029984edea0e0ffd592ba9848_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i11feac0231874f069e6311a641ff37e8_31)] [added: Disclosures](#i4d491f2029984edea0e0ffd592ba9848_31)] | | | [removed: [25](#i11feac0231874f069e6311a641ff37e8_31)] [added: [31](#i4d491f2029984edea0e0ffd592ba9848_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i11feac0231874f069e6311a641ff37e8_37)] [added: Securities](#i4d491f2029984edea0e0ffd592ba9848_37)] | | | [removed: [26](#i11feac0231874f069e6311a641ff37e8_37)] [added: [32](#i4d491f2029984edea0e0ffd592ba9848_37)] | | |

| Item 6. | | | [removed: [Reserved](#i11feac0231874f069e6311a641ff37e8_40)] [added: [Reserved](#i4d491f2029984edea0e0ffd592ba9848_40)] | | | [removed: [27](#i11feac0231874f069e6311a641ff37e8_40)] [added: [33](#i4d491f2029984edea0e0ffd592ba9848_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i11feac0231874f069e6311a641ff37e8_43)] [added: Operations](#i4d491f2029984edea0e0ffd592ba9848_43)] | | | [removed: [28](#i11feac0231874f069e6311a641ff37e8_43)] [added: [34](#i4d491f2029984edea0e0ffd592ba9848_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i11feac0231874f069e6311a641ff37e8_73)] [added: Risk](#i4d491f2029984edea0e0ffd592ba9848_73)] | | | [removed: [36](#i11feac0231874f069e6311a641ff37e8_73)] [added: [44](#i4d491f2029984edea0e0ffd592ba9848_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i11feac0231874f069e6311a641ff37e8_76)] [added: Data](#i4d491f2029984edea0e0ffd592ba9848_76)] | | | [removed: [37](#i11feac0231874f069e6311a641ff37e8_76)] [added: [45](#i4d491f2029984edea0e0ffd592ba9848_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i11feac0231874f069e6311a641ff37e8_145)] [added: Disclosure](#i4d491f2029984edea0e0ffd592ba9848_145)] | | | [removed: [58](#i11feac0231874f069e6311a641ff37e8_145)] [added: [70](#i4d491f2029984edea0e0ffd592ba9848_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i11feac0231874f069e6311a641ff37e8_148)] [added: Procedures](#i4d491f2029984edea0e0ffd592ba9848_148)] | | | [removed: [58](#i11feac0231874f069e6311a641ff37e8_148)] [added: [70](#i4d491f2029984edea0e0ffd592ba9848_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i11feac0231874f069e6311a641ff37e8_151)] [added: Information](#i4d491f2029984edea0e0ffd592ba9848_151)] | | | [removed: [58](#i11feac0231874f069e6311a641ff37e8_151)] [added: [70](#i4d491f2029984edea0e0ffd592ba9848_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i11feac0231874f069e6311a641ff37e8_154)] [added: Inspections](#i4d491f2029984edea0e0ffd592ba9848_154)] | | | [removed: [58](#i11feac0231874f069e6311a641ff37e8_151)] [added: [70](#i4d491f2029984edea0e0ffd592ba9848_151)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i11feac0231874f069e6311a641ff37e8_160)] [added: Governance](#i4d491f2029984edea0e0ffd592ba9848_160)] | | | [removed: [59](#i11feac0231874f069e6311a641ff37e8_160)] [added: [71](#i4d491f2029984edea0e0ffd592ba9848_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i11feac0231874f069e6311a641ff37e8_163)] [added: Compensation](#i4d491f2029984edea0e0ffd592ba9848_163)] | | | [removed: [59](#i11feac0231874f069e6311a641ff37e8_163)] [added: [71](#i4d491f2029984edea0e0ffd592ba9848_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i11feac0231874f069e6311a641ff37e8_166)] [added: Matters](#i4d491f2029984edea0e0ffd592ba9848_166)] | | | [removed: [59](#i11feac0231874f069e6311a641ff37e8_166)] [added: [71](#i4d491f2029984edea0e0ffd592ba9848_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i11feac0231874f069e6311a641ff37e8_169)] [added: Independence](#i4d491f2029984edea0e0ffd592ba9848_169)] | | | [removed: [59](#i11feac0231874f069e6311a641ff37e8_169)] [added: [71](#i4d491f2029984edea0e0ffd592ba9848_169)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i11feac0231874f069e6311a641ff37e8_172)] [added: Services](#i4d491f2029984edea0e0ffd592ba9848_172)] | | | [removed: [59](#i11feac0231874f069e6311a641ff37e8_172)] [added: [71](#i4d491f2029984edea0e0ffd592ba9848_172)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i11feac0231874f069e6311a641ff37e8_178)] [added: Schedules](#i4d491f2029984edea0e0ffd592ba9848_178)] | | | [removed: [60](#i11feac0231874f069e6311a641ff37e8_178)] [added: [72](#i4d491f2029984edea0e0ffd592ba9848_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i11feac0231874f069e6311a641ff37e8_181)] [added: Summary](#i4d491f2029984edea0e0ffd592ba9848_181)] | | | [removed: [62](#i11feac0231874f069e6311a641ff37e8_181)] [added: [74](#i4d491f2029984edea0e0ffd592ba9848_181)] | | |

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

| Item 1C. | | | [Cybersecurity](#i4d491f2029984edea0e0ffd592ba9848_1513) | | | [28](#i4d491f2029984edea0e0ffd592ba9848_22) | | |

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

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

*Risk Management and Strategy*

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

These risks include, among other things, operational risks; intellectual property theft; fraud; extortion; harm to associates or customers; violation of privacy or security laws; other litigation and legal risk; and reputational risks.

These cybersecurity risks and other company risks are monitored and integrated into our enterprise risk management process.

As part of this process, appropriate personnel will consult with subject matter specialists as necessary to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.

Our cybersecurity risk management approach includes: (i) an enterprise risk management process, which includes cybersecurity risks and is periodically refreshed; (ii) system vulnerability scanning; (iii) cybersecurity training for employees; (iv) penetration testing, which simulates cyber threats; and (v) third-party risk management for suppliers, vendors, and other partners, which includes risk-based diligence and contractual provisions that allow for periodic auditing.

We work to continually improve each of these processes with the goal of ensuring our cybersecurity strategy remains consistent with industry best practices.

Our incident response plan coordinates the activities we take to prepare for, detect, respond to, and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident.

Further, we conduct periodic tabletop exercises to test our cyber incident response plan.

As part of our cybersecurity risk management strategy, we periodically engage with assessors, consultants, auditors, and other third-parties to evaluate and test our systems.

We also engage an independent Qualified Security Assessor to review our Payment Card Industry, or PCI, compliance.

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the company, including our business strategy, results of operations, or financial condition.

See

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

“Risks Related to Technology” included as part of our risk factor disclosures in [Item 1A](#i4d491f2029984edea0e0ffd592ba9848_19) of this Annual Report on Form 10-K, which are incorporated by reference herein.

In the last three fiscal years, we have not experienced any material cybersecurity incidents, and the expenses we have incurred from cybersecurity incidents were immaterial.

*Governance*

Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors and management.

Our Audit and Finance Committee is responsible for the oversight of risks from cybersecurity threats.

At least quarterly, the Audit and Finance Committee receives an overview covering current and emerging cybersecurity threat risks and the Company’s ability to mitigate those risks, and discusses these topics with our Chief Information Security Officer and Chief Technology and Digital Officer.

Cybersecurity risk management is also considered at least annually during separate Board meeting discussions with management.

Our cybersecurity risk management strategy process is led by our Chief Information Security Officer, and Chief Technology and Digital Officer, and leverages the expertise of our Chief Financial Officer, General Counsel, and Chief Accounting Officer.

Our Chief Information Security Officer and Chief Technology and Digital Officer have extensive prior work experience in roles involving managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs as well as several relevant degrees and certifications, including Certified Information Security Manager, Certified Information Systems Auditor, Certified Information Systems Security Professional, Global Information Assurance Certification, and Certified Ethical Hacker.

These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

For our store locations, our gross leased store space as of January [removed: 29, 2023] [added: 28, 2024] totaled approximately [removed: 5,962,000] [added: 5,890,000] square feet for [removed: 530] [added: 518] stores compared to approximately [removed: 6,004,000] [added: 5,962,000] square feet for [removed: 544] [added: 530] stores as of January [removed: 30, 2022.][added: 29, 2023.]

The following table summarizes the location and size of our leased facilities occupied by us as of January [removed: 29, 2023:][added: 28, 2024:]

| Mississippi | | | [removed: 2,267,000] [added: 2,271,000] | | |

| Texas | | | [removed: 1,682,000] [added: 1,056,000] | | |

| Florida | | | [removed: 650,000] [added: 515,000] | | |

| Ohio | | | [removed: 329,000] [added: 265,000] | | |

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

| California | | | [removed: 94,000] [added: 124,000] | | |

| Oregon | | | [removed: 61,000] [added: 63,000] | | |

| Other | | | [removed: 25,000] [added: 24,000] | | |

As of January [removed: 29, 2023,] [added: 28, 2024,] 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: 29, 2023,] [added: 28, 2024,] we owned 471,000 square feet of space, primarily in California, for our corporate headquarters and certain data center operations.

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

The closing price of our common stock on the NYSE on March [removed: 19, 2023] [added: 17, 2024] was [removed: $116.86.][added: $283.77.]

The number of stockholders of record of our common stock as of March [removed: 19, 2023] [added: 17, 2024] was [removed: 286.][added: 273.]

This graph compares the cumulative total stockholder return for our common stock with those of the NYSE Composite Index and S&P [removed: Retailing,] [added: 500 Consumer Discretionary Distribution and Retail,] our peer group index.

[removed: ][added: ]

*$100 invested on [removed: January 28, 2018] [added: February 3, 2019] in stock or index, including reinvestment of dividends.

Fiscal year ended January [removed: 29, 2023.][added: 28, 2024.]

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

During fiscal [removed: 2022,] [added: 2023,] we repurchased [removed: 6,423,643] [added: 2,621,861] shares of our common stock at an average cost of [removed: $137.00] [added: $119.38] per share and a total cost of [removed: $880.0] [added: $313.0] million under our [removed: $1.5] [added: $1.0] billion stock repurchase program approved in March [removed: 2022.][added: 2023.]

As of January [removed: 29, 2023,] [added: 28, 2024,] there was [removed: $690.0] [added: $687.0] million remaining under our current stock repurchase program.

In March [removed: 2023,] [added: 2024,] our Board of Directors authorized a new stock repurchase program for [removed: $1] [added: $1.0] 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: 2022] [added: 2023] under our stock repurchase program:

| December [removed: 26, 2022 – January 29,] [added: 25,] 2023 [added: - January 28, 2024] | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: 689,962,000] [added: 686,999,000] | |

*1Excludes shares withheld for [removed: employee] [added: associate] taxes upon vesting of stock-based [removed: awards*][added: awards.*]

| October 30, 2023 - November 26, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 686,999,000 | |

| November 27, 2023 - December 24, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 686,999,000 | |

| Total | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 686,999,000 | |

and S&P 500 Consumer Discretionary Distribution and Retail

| | | | | | | 2/3/19 | | | | | | 2/2/20 | | | | | | 1/31/21 | | | | | | 1/30/22 | | | | | | 1/29/23 | | | | | | 1/28/24 | | |

| Williams-Sonoma, Inc. | | | | | | $100.00 | | | | | | $133.59 | | | | | | $251.70 | | | | | | $307.13 | | | | | | $257.52 | | | | | | $434.39 | | |

| NYSE Composite Index | | | | | | $100.00 | | | | | | $113.57 | | | | | | $123.05 | | | | | | $145.40 | | | | | | $143.43 | | | | | | $155.04 | | |

| S&P 500 Consumer Discretionary Distribution and Retail | | | | | | $100.00 | | | | | | $117.54 | | | | | | $166.19 | | | | | | $180.56 | | | | | | $147.66 | | | | | | $190.67 | | |

and S&P Retailing

| | | | | | | 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 | | |

| 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 | |

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

| *(In thousands, except per share amounts)* | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | |

| Net revenues | | | $ | [removed: 8,674,417] [added: 7,750,652] | | | | | $ | [removed: 8,245,936] [added: 8,674,417] | | | | | $ | [removed: 6,783,189] [added: 8,245,936] | |

| Cost of goods sold | | | [removed: 4,996,684] [added: 4,447,051] | | | | | | [removed: 4,613,973] [added: 4,996,684] | | | | | | [removed: 4,146,920] [added: 4,613,973] | | |

| Gross profit | | | [removed: 3,677,733] [added: 3,303,601] | | | | | | [removed: 3,631,963] [added: 3,677,733] | | | | | | [removed: 2,636,269] [added: 3,631,963] | | |

| Selling, general and administrative expenses | | | [removed: 2,179,311] [added: 2,059,408] | | | | | | [removed: 2,178,847] [added: 2,179,311] | | | | | | [removed: 1,725,572] [added: 2,178,847] | | |

| Operating income | | | [removed: 1,498,422] [added: 1,244,193] | | | | | | [removed: 1,453,116] [added: 1,498,422] | | | | | | [removed: 910,697] [added: 1,453,116] | | |

| Interest [removed: (income) expense,] [added: income (expense),] net | | | [removed: (2,260)] [added: 29,162] | | | | | | [removed: 1,865] [added: 2,260] | | | | | | [removed: 16,231] [added: (1,865)] | | |

| Earnings before income taxes | | | [removed: 1,500,682] [added: 1,273,355] | | | | | | [removed: 1,451,251] [added: 1,500,682] | | | | | | [removed: 894,466] [added: 1,451,251] | | |

| Income taxes | | | [removed: 372,778] [added: 323,593] | | | | | | [removed: 324,914] [added: 372,778] | | | | | | [removed: 213,752] [added: 324,914] | | |

| Net earnings | | | $ | [removed: 1,127,904] [added: 949,762] | | | | | $ | [removed: 1,126,337] [added: 1,127,904] | | | | | $ | [removed: 680,714] [added: 1,126,337] | |

| Basic earnings per share | | | $ | [removed: 16.58] [added: 14.71] | | | | | $ | [removed: 15.17] [added: 16.58] | | | | | $ | [removed: 8.81] [added: 15.17] | |

| Diluted earnings per share | | | $ | [removed: 16.32] [added: 14.55] | | | | | $ | [removed: 14.75] [added: 16.32] | | | | | $ | [removed: 8.61] [added: 14.75] | |

| Basic | | | [removed: 68,021] [added: 64,574] | | | | | | [removed: 74,272] [added: 68,021] | | | | | | [removed: 77,260] [added: 74,272] | | |

| Diluted | | | [removed: 69,100] [added: 65,272] | | | | | | [removed: 76,354] [added: 69,100] | | | | | | [removed: 79,055] [added: 76,354] | | |

| *(In thousands)* | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | |

| Foreign currency translation adjustments | | | [removed: (3,572)] [added: (999)] | | | | | | [removed: (4,488)] [added: (3,572)] | | | | | | [removed: 8,195] [added: (4,488)] | | |

| Change in fair value of derivative financial instruments, net of tax (tax benefit) of [removed: $329, $(91)] [added: $56, $329] and [removed: $(113)] [added: $(91)] | | | [removed: 932] [added: 160] | | | | | | [removed: (247)] [added: 932] | | | | | | [removed: (315)] [added: (247)] | | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax (tax benefit) of [removed: $121, $(371)] [added: $319, $121] and [removed: $149] [added: $(371)] | | | [removed: (341)] [added: (904)] | | | | | | [removed: 1,024] [added: (341)] | | | | | | [removed: (410)] [added: 1,024] | | |

| Comprehensive income | | | $ | [removed: 1,124,923] [added: 948,019] | | | | | $ | [removed: 1,122,626] [added: 1,124,923] | | | | | $ | [removed: 688,184] [added: 1,122,626] | |

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

| *(In thousands, except per share amounts)* | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 367,344 | | | | | [removed: $] | 850,338 | | [added: | | | | 1,200,337 | | |]

| Accounts receivable, net | | | [removed: 115,685] [added: 122,914] | | | | | | [removed: 131,683] [added: 115,685] | | |

| Merchandise inventories, net | | | [removed: 1,456,123] [added: 1,246,369] | | | | | | [removed: 1,246,372] [added: 1,456,123] | | |

| Prepaid expenses | | | [removed: 64,961] [added: 59,466] | | | | | | [removed: 69,252] [added: 64,961] | | |

| Other current assets | | | [removed: 31,967] [added: 29,041] | | | | | | [removed: 26,249] [added: 31,967] | | |

| Total current assets | | | [removed: 2,036,080] [added: 2,719,797] | | | | | | [removed: 2,323,894] [added: 2,036,080] | | |

| Property and equipment, net | | | [removed: 1,065,381] [added: 1,013,189] | | | | | | [removed: 920,773] [added: 1,065,381] | | |

| Operating lease right-of-use assets | | | [removed: 1,286,452] [added: 1,229,650] | | | | | | [removed: 1,132,764] [added: 1,286,452] | | |

| Deferred income taxes, net | | | [removed: 81,389] [added: 110,656] | | | | | | [removed: 56,585] [added: 81,389] | | |

| Goodwill | | | [removed: 77,307] [added: 77,306] | | | | | | [removed: 85,354] [added: 77,307] | | |

| Other long-term assets, net | | | [removed: 116,407] [added: 122,950] | | | | | | [removed: 106,250] [added: 116,407] | | |

| Total assets | | | $ | [removed: 4,663,016] [added: 5,273,548] | | | | | $ | [removed: 4,625,620] [added: 4,663,016] | |

| Accounts payable | | | $ | [removed: 508,321] [added: 607,877] | | | | | $ | [removed: 612,512] [added: 508,321] | |

| Accrued expenses | | | [removed: 247,594] [added: 264,306] | | | | | | [removed: 319,924] [added: 247,594] | | |

| Gift card and other deferred revenue | | | [removed: 479,229] [added: 573,904] | | | | | | [removed: 447,770] [added: 479,229] | | |

| Income taxes payable | | | [removed: 61,204] [added: 96,554] | | | | | | [removed: 79,554] [added: 61,204] | | |

| Operating lease liabilities | | | [removed: 231,965] [added: 234,517] | | | | | | [removed: 217,409] [added: 231,965] | | |

| Other current liabilities | | | [removed: 108,138] [added: 103,157] | | | | | | [removed: 94,517] [added: 108,138] | | |

| Total current liabilities | | | [removed: 1,636,451] [added: 1,880,315] | | | | | | [removed: 1,771,686] [added: 1,636,451] | | |

| Net earnings | | | $ | 949,762 | | | | | $ | 1,127,904 | | | | | $ | 1,126,337 | |

| Cash and cash equivalents | | | $ | 1,262,007 | | | | | $ | 367,344 | |

| Other long-term liabilities | | | 109,268 | | | | | | 113,821 | | |

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 949,762 | | | | | | — | | | | | | — | | | | | | 949,762 | | |

| Conversion/release of stock-based awards*1* | | | 538 | | | | | | 5 | | | | | | (52,635) | | | | | | — | | | | | | — | | | | | | (201) | | | | | | (52,831) | | |

| Repurchases of common stock*2* | | | (2,613) | | | | | | (26) | | | | | | (15,482) | | | | | | (298,985) | | | | | | — | | | | | | (1,000) | | | | | | (315,493) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (236,821) | | | | | | — | | | | | | — | | | | | | (236,821) | | |

| Balance at January 28, 2024 | | | 64,151 | | | | | | $ | 642 | | | | | $ | 588,602 | | | | | $ | 1,555,595 | | | | | $ | (15,552) | | | | | $ | (1,426) | | | | | $ | 2,127,861 | |

*2Repurchases of common stock include accrued excise taxes of $2.5 million as of January 28, 2024, which is recorded in retained earnings.*

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

| Net earnings | | | $ | 949,762 | | | | | $ | 1,127,904 | | | | | $ | 1,126,337 | |

| Other | | | (2,796) | | | | | | (2,339) | | | | | | (3,994) | | |

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

*Reclassifications*

Certain amounts reported in our Consolidated Balance Sheets as of January 29, 2023 have been reclassified in order to conform to the current period presentation.

These reclassifications impacted deferred lease incentives and other long-term liabilities.

Other long-term liabilities include deferred lease incentives of $8.3 million and $10.0 million as of January 28, 2024 and January 29, 2023, respectively.

There was no change in total liabilities as a result of these reclassifications.

Additionally, certain amounts reported in our Consolidated Statement of Cash Flows for the fifty-two weeks ended January 29, 2023 and the fifty-two weeks ended January 30, 2022 have been reclassified in order to conform to the current period presentation.

These reclassifications impacted amortization of deferred lease incentives and the line item for all other adjustments within operating activities.

Other adjustments include amortization of deferred lease incentives of $2.3 million, $3.0 million and $4.3 million for the fifty-two weeks ended January 28, 2024, January 29, 2023 and January 30, 2022, respectively.

There was no change in net cash provided by operating activities as a result of these reclassifications.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

During fiscal 2023, we recognized impairment charges of $14.5 million, which consisted of (i) the write-down of leasehold improvements of eleven underperforming stores of $6.4 million, (ii) the write-down of operating lease right-of-use-assets of $4.4 million, and (iii) the write-off of property and equipment of $3.7 million resulting from the exit of Aperture, a division of our Outward subsidiary, all of which is recognized within selling, general and

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

administrative ("SG&A") expenses.

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

As of January 28, 2024 and January 29, 2023, we had goodwill of $77.3 million, primarily related to our fiscal 2017 acquisition of Outward and our fiscal 2011 acquisition of Rejuvenation.

In fiscal 2023, we performed our qualitative annual assessment of goodwill impairment and concluded that the fair value of each of our reporting units exceeded its carrying value.

Accordingly, no further impairment testing of goodwill was performed and we did not recognize any goodwill impairment in fiscal 2023.

For

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

Breakage is recognized in a manner consistent with our historical redemption patterns taking into consideration escheatment laws as applicable.

The increase in our gift card and other deferred revenue balance was primarily due to advance payments collected on certain product categories.

*Supplier Allowances*

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

items occur.

In June 2023, we transitioned our basis for establishing interest rates for certain borrowings under our Credit Facility from LIBOR to the Secured Overnight Financing Rate ("SOFR").

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

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

| Other long-term liabilities | | | 103,794 | | | | | | 106,528 | | |

| Balance at February 2, 2020 | | | 77,137 | | | | | | $ | 772 | | | | | $ | 605,822 | | | | | $ | 644,794 | | | | | $ | (14,587) | | | | | $ | (941) | | | | | $ | 1,235,860 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 680,714 | | | | | | — | | | | | | — | | | | | | 680,714 | | |

| Conversion/release of stock-based awards*1* | | | 699 | | | | | | 7 | | | | | | (31,565) | | | | | | — | | | | | | — | | | | | | (171) | | | | | | (31,729) | | |

| Repurchases of common stock | | | (1,496) | | | | | | (15) | | | | | | (7,569) | | | | | | (142,416) | | | | | | — | | | | | | — | | | | | | (150,000) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (163,316) | | | | | | — | | | | | | — | | | | | | (163,316) | | |

| Amortization of deferred lease incentives | | | (3,019) | | | | | | (4,282) | | | | | | (5,783) | | |

| Other | | | 680 | | | | | | 288 | | | | | | (264) | | |

| Borrowings under revolving line of credit | | | — | | | | | | — | | | | | | 487,823 | | |

| Repayments under the revolving line of credit | | | — | | | | | | — | | | | | | (487,823) | | |

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

During fiscal 2020, we recognized asset impairment charges of approximately $19.2 million related to property and equipment and $7.9 million related to right-of use assets for our retail stores, which is recognized within SG&A expenses.

lease term.

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

*Vendor Allowances*

Cost of goods sold includes cost of goods, occupancy expenses and shipping costs.

Occupancy expenses consist of rent, other occupancy costs (including property taxes, common area maintenance and utilities) and depreciation.

Shipping costs consist of third-party delivery services and shipping materials.

We have yet to elect an adoption date, but do not believe any adoption would have a material impact on our financial condition, results of operations or cash flows.

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.

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.

| Deferred lease incentives | | | (22,400) | | | | | | (28,808) | | |

| Net additions to right-of-use assets | | | $ | 389,494 | | | | | $ | 268,143 | |

| Fiscal 2024 | | | 275,043 | | |

| Fiscal 2025 | | | 244,068 | | |

| Fiscal 2026 | | | 209,178 | | |

| Fiscal 2027 | | | 173,054 | | |

| Fiscal 2028 and thereafter | | | 457,271 | | |

| Less: interest | | | (223,228) | | |

| Fiscal 2020 | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 680,714 | | | | | 77,260 | | | | | | $ | 8.81 | |

| Diluted | | | $ | 680,714 | | | | | 79,055 | | | | | | $ | 8.61 | |

| Balance at January 30, 2022 | | | 2,384,032 | | | | | | $ | 83.49 | | | | | | | | | | | | | |

| Granted | | | 538,214 | | | | | | 156.64 | | | | | | | | | | | | | | |

| Released *2* | | | (995,544) | | | | | | 66.61 | | | | | | | | | | | | | | |

As of January [removed: 29, 2023,] [added: 28, 2024,] an evaluation was performed by management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of January [removed: 29, 2023.][added: 28, 2024.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control-Integrated Framework (2013).* Based on our assessment using those criteria, our management concluded that, as of January [removed: 29, 2023,] [added: 28, 2024,] our internal control over financial reporting is effective.

Their audit report appears on pages [removed: 56] [added: 68] through [removed: 57] [added: 69] of this Annual Report on Form 10-K.

There were no significant changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal [removed: 2022,] [added: 2023,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*Insider Adoption or Termination of Trading Arrangements*

During the fourth quarter of fiscal 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

None.

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_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: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January [removed: 29, 2023] [added: 28, 2024] (the “Proxy Statement”).

Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID #34), is incorporated by reference herein to information under the headings “Audit and Finance Committee Report” and “Proposal [removed: 3] [added: 4] — Ratification of Selection of Independent Registered Public Accounting Firm — Deloitte Fees and Services” in our Proxy Statement.

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

| | | | | | | [Consolidated Statements of [removed: Earnings](#i11feac0231874f069e6311a641ff37e8_79)] [added: Earnings](#i4d491f2029984edea0e0ffd592ba9848_79)] | | | [removed: [37](#i11feac0231874f069e6311a641ff37e8_79)] [added: [45](#i4d491f2029984edea0e0ffd592ba9848_79)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i11feac0231874f069e6311a641ff37e8_82)] [added: Income](#i4d491f2029984edea0e0ffd592ba9848_82)] | | | [removed: [37](#i11feac0231874f069e6311a641ff37e8_82)] [added: [45](#i4d491f2029984edea0e0ffd592ba9848_82)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i11feac0231874f069e6311a641ff37e8_85)] [added: Sheets](#i4d491f2029984edea0e0ffd592ba9848_85)] | | | [removed: [38](#i11feac0231874f069e6311a641ff37e8_85)] [added: [46](#i4d491f2029984edea0e0ffd592ba9848_85)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i11feac0231874f069e6311a641ff37e8_88)] [added: Equity](#i4d491f2029984edea0e0ffd592ba9848_88)] | | | [removed: [39](#i11feac0231874f069e6311a641ff37e8_88)] [added: [47](#i4d491f2029984edea0e0ffd592ba9848_88)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i11feac0231874f069e6311a641ff37e8_91)] [added: Flows](#i4d491f2029984edea0e0ffd592ba9848_91)] | | | [removed: [40](#i11feac0231874f069e6311a641ff37e8_91)] [added: [48](#i4d491f2029984edea0e0ffd592ba9848_91)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i11feac0231874f069e6311a641ff37e8_94)] [added: Statements](#i4d491f2029984edea0e0ffd592ba9848_94)] | | | [removed: [41](#i11feac0231874f069e6311a641ff37e8_94)] [added: [49](#i4d491f2029984edea0e0ffd592ba9848_94)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i11feac0231874f069e6311a641ff37e8_142)] [added: Firm](#i4d491f2029984edea0e0ffd592ba9848_142)] | | | [removed: [56](#i11feac0231874f069e6311a641ff37e8_142)] [added: [68](#i4d491f2029984edea0e0ffd592ba9848_142)] | | |

| 3.2 | | | [Amended and Restated Bylaws of Williams-Sonoma, Inc., [removed: effective June 3, 2020 (incorporated] [added: effective](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm) [May 31, 2023](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm) [(incorporated] by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on [removed: June 9, 2020,] [added: June](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm) [](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm)[5](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm)[, 202](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm)[,] File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm) | | |

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

| [removed: 10.2+] [added: 10.3+] | | | [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 April 16, 2021, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312521119450/d108438ddef14a.htm#toc108438_15) | | |

| [removed: 10.3+] [added: 10.4+] | | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Grants to Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 5, 2019 as filed with the Commission on June 14, 2019, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312514234823/d712968dex101.htm) | | |

| [removed: 10.4+] [added: 10.5+] | | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended August 4, 2019 as filed with the Commission on September 12, 2019, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312519244032/d775044dex101.htm) | | |

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

| [removed: 10.5+] [added: 10.6+] | | | [Form of Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Performance Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2014 as filed with the Commission on April 3, 2014, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312514129974/d659151dex1015.htm) | | |

| [removed: 10.6+] [added: 10.7+] | | | [Williams-Sonoma, Inc. 2021 Incentive Bonus Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2021 as filed with the Commission on June 9, 2021, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) | | |

| [removed: 10.7+] [added: 10.8+] | | | [Williams-Sonoma, Inc. Pre-2005 Executive Deferral Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2009 as filed with the Commission on April 2, 2009, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312509071708/dex1040.htm) | | |

| [removed: 10.8+] [added: 10.9+] | | | [Williams-Sonoma, Inc. Amended and Restated Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended April 29, 2018 as filed with the Commission on June 8, 2018, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312518188149/d576497dex101.htm) | | |

| [removed: 10.9+] [added: 10.10+] | | | [Williams-Sonoma, Inc. Director Compensation Policy (incorporated by reference to Exhibit 10.2 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/exhibit102williams-sonomax.htm) | | |

| [removed: 10.10+] [added: 10.11+] | | | [Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Award Agreement (incorporated by reference to Exhibit 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: 10.11] [added: 10.12] | | | [Memorandum of Understanding between the Company and the State of Mississippi, Mississippi Business Finance Corporation, Desoto County, Mississippi, the City of Olive Branch, Mississippi and Hewson Properties, Inc., dated August 24, 1998 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended August 2, 1998 as filed with the Commission on September 14, 1998, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/0000950149-98-001568.txt) | | |

| [removed: 10.12] [added: 10.13] | | | [Olive Branch Distribution Facility Lease, dated December 1, 1998, between the Company as lessee and WSDC, LLC (the successor-in-interest to Hewson/Desoto Phase I, L.L.C.) as lessor (incorporated by reference to Exhibit 10.3D to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1999 as filed with the Commission on April 30, 1999, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/0000950149-99-000820.txt) | | |

| [removed: 10.13] [added: 10.14] | | | [First Amendment, dated September 1, 1999, to the Olive Branch Distribution Facility Lease between the Company as lessee and WSDC, LLC (the successor-in-interest to Hewson/Desoto Phase I, L.L.C.) as lessor, dated December 1, 1998 (incorporated by reference to Exhibit 10.3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2000 as filed with the Commission on May 1, 2000, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000095014900000965/0000950149-00-000965.txt) | | |

| [removed: 10.14] [added: 10.15] | | | [Second Amendment, dated March 1, 2018, to the Olive Branch Distribution Facility Lease between the Company as lessee and WSDC, LLC (the successor-in-interest to Hewson/Desoto Phase I, L.L.C.) as lessor, dated December 1, 1998 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended April 29, 2018 as filed with the Commission on June 8, 2018, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312518188149/d576497dex102.htm) | | |

| [removed: 10.15] [added: 10.16] | | | [Lease for an additional Company distribution facility located in Olive Branch, Mississippi between Williams-Sonoma Retail Services, Inc. as lessee and SPI WS II, LLC (the successor-in-interest to Hewson/Desoto Partners, L.L.C.) as lessor, dated November 15, 1999 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2000 as filed with the Commission on May 1, 2000, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000095014900000965/0000950149-00-000965.txt) | | |

| [removed: 10.16+] [added: 10.17+] | | | [Amended and Restated Employment Agreement with Laura Alber, dated September 6, 2012 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended October 28, 2012 as filed with the Commission December 7, 2012, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex104.htm) | | |

| [removed: 10.17+] [added: 10.18+] | | | [Amended and Restated Management Retention Agreement with Laura Alber, dated September 6, 2012 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended October 28, 2012 as filed with the Commission December 7, 2012, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312512495336/d426549dex105.htm) | | |

| [removed: 10.18+] [added: 10.19+] | | | [Amended and Restated 2012 EVP Level Management Retention Plan](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) | | |

| [removed: 10.19+] [added: 10.20+] | | | [Form of Williams-Sonoma, Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011 as filed with the Commission on September 9, 2011, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312511244225/d212431dex101.htm) | | |

| 21.1* | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit211fy2022subsidiari.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit211fy2023subsidiari.htm)] | | |

| 23.1* | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/719955/000162828023009175/exhibit231fy2022consentofi.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit231fy2023consentofi.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/719955/000162828023009175/exhibit311fy202210kceocert.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit311fy202310kceocert.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/719955/000162828023009175/exhibit312fy202210kcfocert.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit312fy202310kcfocert.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/719955/000162828023009175/exhibit321fy202210kceocert.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit321fy202310kceocert.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/719955/000162828023009175/exhibit322fy202210kcfocert.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit322fy202310kcfocert.htm)] | | |

| 101* | | | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended January [removed: 29, 2023,] [added: 28, 2024,] 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 | | |

| 10.2 | | | [The First Amendment to Eighth Amended and Restated Credit Agreement, dated as of June 5, 2023, among the Company, Bank of America, N.A., as administrative agent and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 29, 2023 as filed with the Commission on November 28, 2023, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828023040136/exhibit101firstamendmentto.htm) | | |

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)

| 97.1+* | | | [Williams-Sonoma, Inc. Compensation Recovery Policy, effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit971williams-sonomai.htm) | | |

| | | | | | |

| | | | | | |

[removed: [Table](#i11feac0231874f069e6311a641ff37e8_10) [of](#i11feac0231874f069e6311a641ff37e8_10) [Contents](#i11feac0231874f069e6311a641ff37e8_10)][added: [Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)]

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | By | | | | | | /S/ LAURA ALBER | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ SCOTT DAHNKE | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ LAURA ALBER | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ JEFFREY E. HOWIE | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ JEREMY BROOKS | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ ANNE FINUCANE | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ ESI EGGLESTON BRACEY | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ FRITS VAN PAASSCHEN | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ PAULA PRETLOW | | |

| Date: March [removed: 24, 2023] [added: 20, 2024] | | | | | | /s/ WILLIAM READY | | |

[Table of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)