Williams-Sonoma (WSM) 10-K risk factor changes: FY2024 vs FY2023

*•Our [removed: failure] [added: inability] to successfully manage our order-taking and fulfillment operations could have a negative impact on our business and operating results*.

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

*•Our aspirations, goals and disclosures related to [removed: ESG matters] [added: our sustainability initiatives] expose us to numerous risks, including risks to our reputation and stock price.*

*•Our inability or failure to adequately protect or enforce our intellectual property [added: rights] could negatively impact our business.*

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

*•Our global operations present unique risks, and our [removed: failure] [added: inability] 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.*

[removed: - *Any] [added: *•Any] significant changes in tax, trade or other policies in the U.S. or other [removed: countries, including policies that restrict imports or increase import tariffs,] [added: countries] could have a material adverse effect on our results of operations.*

*•Changes to estimates related to our cash flow projections may cause us to incur impairment charges related to our long-lived assets for our retail store locations and other property and equipment, including information technology [removed: systems, as well as goodwill.*][added: systems.*]

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 (such as the COVID-19 pandemic),] [added: disease,] 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 in future economic and political conditions, and consumer perceptions of personal well-being and security.

In addition, the seasonal nature of the specialty home products business requires us to carry a significant amount of inventory prior to [added: our] peak selling season.

A critical component of managing inventory levels is predictability of transit times from our global [added: suppliers to our distribution centers.]

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

For example, [removed: recent] instability in the Middle East is deterring commercial vessels from traveling through the Suez Canal, and [removed: instead is causing them to be rerouted, which leads to increased] [added: as a result, vessels are now traveling around the Cape of Good Hope, South Africa, resulting in longer] transit [removed: time] [added: times] and [removed: additional] [added: increased] costs.

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 [removed: facilities] [added: centers] and continually ensure their ability to meet our fulfillment needs.

Further, we cannot control all [removed: of] the various factors that might affect our e-commerce fulfillment rates and timely and effective merchandise delivery to our 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 activity, [added: fluctuations in fuel costs, increases in regulatory burden,] 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 [removed: (such as the COVID-19 pandemic)] or other factors affecting such carriers’ ability to provide delivery services to meet our shipping [removed: needs, disruptions or increased fuel costs and costs associated with any regulations to address climate change.][added: needs.]

*Our [removed: failure] [added: inability] to successfully manage our order-taking and fulfillment operations could have a negative impact on our business and operating results.*

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 weather, climate change, outbreaks of disease [removed: (such as the COVID-19 pandemic)] and war or acts of terrorism.

[added: 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 associates to support our e-commerce operations, or that there will be a disruption in the workforce we engage from our third-party providers, especially during our [removed: peak season.]

In addition, customer sentiment could be shaped by our [removed: sustainability] [added: corporate and supply chain] policies and related design, sourcing and operations decisions.

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 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 [removed: prices,] [added: prices and] new business models, [removed: and] [added: as well as] an increase in competition from established companies, many of whom are willing to spend significant funds and/or reduce pricing to gain market share.

- anticipating and quickly responding to changing consumer demands or preferences [added: and doing so] better than our competitors;

- effectively attracting new [added: customers and retaining existing] customers;

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

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

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

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

*Our aspirations, goals and disclosures related to [removed: ESG matters] [added: our sustainability initiatives] expose us to numerous risks, including risks to our reputation and stock price.*

There has been increased focus from our stakeholders, including consumers, associates and investors, on our [removed: ESG practices.][added: sustainability initiatives, including our publicly stated goals.]

These [removed: goal] statements reflect our current plans and [removed: aspirations] [added: aspirations,] and [removed: are not guarantees] [added: we cannot guarantee] that we will be able to achieve them.

Our efforts to accomplish and accurately report on these goals [removed: 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 [removed: price,] [added: price] and results of operations.

We could also incur additional costs and require additional resources to [removed: implement various ESG practices to] make [removed: progress against our public goals and to] [added: progress,] monitor and track our performance with respect to [removed: such] [added: our] goals.

The standards for tracking and reporting on [removed: ESG] [added: sustainability] matters are relatively new and continue to evolve.

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

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

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

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

We are subject to changing rules and regulations promulgated by a number of federal, [removed: state,] [added: state] and local governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board.

*•Changes to tariffs could result in increased prices and/or costs of goods or delays in products received from our vendors and could adversely affect our results of operations.*

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

Additionally, as we continue to grow our business-to-business division, which targets commercial businesses across a number of verticals, including commercial furniture and hospitality, we are exposed to risks related to changes in our business-to-business customers’ discretionary spending, the timing of their budget cycles and purchasing decisions, and payment schedules.

Negative changes in factors affecting our business-to-business customers’ discretionary spending may decrease demand for our business-to-business services, which could reduce our sales and harm our business and operating results.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

Increases in transit times as a result of disruptions in ocean transit may require adjustments to our inventory stocking strategy, which could lead to an increase in on-hand inventory and a resulting storage challenge.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

peak season.

Additionally, as we continue to expand our utilization of collaborations with brands and individuals, our reputation could be negatively impacted by the actions of our collaborative partners and any related public responses.

If any of these events result

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

Further, if we do not make progress against our own goals, then our reputation, our ability to attract or retain associates and our competitiveness, including as an investment and a business partner, could be negatively impacted.

We also utilize digital advertising to reach internet and app users

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

Customer

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

As it relates to our business-to-business division, we are exposed to new complexities regarding size and scale of contracts, as well as the extended contracting timeline and potential limited customer base, and the procurement of sufficient quantities of commercial-grade products.

Additionally, as our business-to-business division is dependent on our customer's business models and their ability to obtain appropriate levels of financing, we face new complexities in managing the impacts of such activities.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

our operating results.

In addition, if we encounter implementation or usage problems with these insourced aspects of our business, or if they do not operate as intended, are unable to perform these functions better than, or at least as well as, our third-party providers, or fail to integrate properly with our other systems, then our business, results of operations, and internal controls over financial reporting may be adversely affected.

Our future success depends to a significant degree on the skills, experience and efforts of our people.

If any one of our key associates leaves, is

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

systems or processes or those of our suppliers.

In addition, the recent surge of AI technology creates an additional level of security, privacy and legal risk to the Company.

Last year, other states, including Kentucky, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey and Rhode Island passed similar laws.

Any perception that our practices violate individual privacy, data protection rights or cybersecurity requirements, even if unfounded,

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

If we encounter usage problems in our internal systems and procedures, or if our internal systems and procedures do not operate as intended, do not give rise to anticipated benefits, or fail to integrate properly with our other systems or software platforms, then our business, results of operations, and internal controls over financial reporting may be adversely affected.

We, and our foreign suppliers, are also subject to other risks and uncertainties associated with changing economic, political, social, health and environmental conditions and regulations within and outside of the U.S. These risks and

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

if any, may not be of a suitable quality and/or may be more expensive than those we currently purchase.

In addition, certain aspects of our franchise arrangements are not directly within our control,

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

- geopolitical disruptions affecting global trade;

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

*Changes to tariffs could result in increased prices and/or costs of goods or delays in products received from our vendors and could adversely affect our results of operations.*

suppliers to our distribution centers.

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.

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

losses, government-mandated shutdowns, telecommunications failures, hardware and software failures, computer hacking, cybersecurity breaches, computer viruses and similar events.

We have established and announced goals and other objectives related to ESG matters.

Furthermore, if our competitors’ ESG performance is perceived to be better than ours, potential or current customers and investors may elect to do business with our competitors instead, and our ability to attract or retain associates and our competitiveness, including as an investment and business partner, could be negatively impacted.

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

We may also communicate certain initiatives and goals, regarding environmental matters, diversity, responsible sourcing and social investments and other ESG-

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

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

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

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

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

In addition, public health conditions

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.

In addition, if we are unable to perform these functions better than, or at least as well as, our third-party providers, our business may be harmed.

In addition, our main offices are located in the San Francisco Bay Area, where competition for personnel with digital/e-commerce and technology skills can be intense.

Several of our strategic initiatives, including our e-commerce, design, technology and supply chain initiatives, require that we hire and/or develop associates with appropriate experience.

Additionally, if long-term, remote or flexible work options become more commonplace, potential associates may choose to move to lower cost of living areas or accept positions at companies with more favorable remote working policies, which could negatively impact our ability to recruit appropriately skilled personnel for positions that cannot be performed remotely.

individuals access to a broad audience, these claims have had a significant negative impact on some businesses.

Last year, other states, including Colorado, Virginia, Utah, and Connecticut passed similar laws that took effect in 2023, and several more states passed their own privacy laws that take effect next year.

Approximately 81% of our merchandise purchases in fiscal 2023 were sourced from foreign suppliers, predominantly in Asia and Europe, with 25% of our merchandise purchases sourced from China.

For example, the COVID-19 pandemic impacted our supply chain by forcing some factories that manufacture our merchandise to temporarily close or experience worker shortages and by causing delays and increased costs in international shipping.

and further our sustainability goals may be a risk.

Failure to reduce our merchandise orders from our suppliers during times of decreased customer demand could also harm our business because it may result in higher than anticipated inventory levels, which could require us to sell inventory at a discount.

Consequently, we may not

- compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;

Additionally, changes in tariff and duty regimes abroad could have a material impact on our business and financial results.

On October 8, 2021, the Organization for Economic Co-operation and Development ("OECD") announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (Framework) which agreed to a two-pillar solution to reform the international tax framework in response to the challenges of digitalization of the economy.

The OECD continues to release additional guidance on these rules and the Framework calls for law enactment by OECD and G20 members to take effect in 2024 or 2025.

These changes, when enacted by various countries in which we operate, may increase our taxes in these countries.

cause delays in locating and shipping products, and increases in costs associated with inventory that is lost, damaged or aged.

We may not be able to avoid unexpected operating cost increases in the future, such as those associated with minimum wage increases, enhanced health care requirements and benefits, or increases in insurance premiums.

The

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the [removed: 52] [added: 53] weeks ended [removed: January 28, 2024] [added: February 2, 2025] (“fiscal [removed: 2023”),] [added: 2024”),] and the 52 weeks ended January [removed: 29, 2023] [added: 28, 2024] (“fiscal [removed: 2022”)] [added: 2023”)] 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 [removed: the 52 weeks ended January 29,] [added: fiscal] 2023 [removed: (“fiscal 2022”),] compared to the 52 weeks ended January [removed: 30, 2022] [added: 29, 2023] (“fiscal [removed: 2021”),] [added: 2022”),] can be found under [Item [removed: 7](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000719955/000162828023009175/wsm-20230129.htm#i11feac0231874f069e6311a641ff37e8_43)] [added: 7](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/wsm-20240128.htm#i4d491f2029984edea0e0ffd592ba9848_43)] in our Annual Report on Form 10-K for fiscal [removed: 2022,] [added: 2023,] filed with the SEC on March [removed: 24, 2023,] [added: 20, 2024,] which is available on the SEC’s website at www.sec.gov and under the Financial Reports section of our Investor Relations website.

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

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

Fiscal [removed: 2023] [added: 2024] Financial Results

Net revenues in fiscal [removed: 2023] [added: 2024, including the impact of the additional week,] decreased [removed: $923.8] [added: $39.1] million, or [removed: 10.6%,] [added: 0.5%,] with company comparable brand revenue ("company comp") decline of [removed: 9.9%.][added: 1.6%.]

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

[removed: The] [added: In] fiscal [removed: 2023] [added: 2024, Pottery Barn, our largest brand, saw comparable brand revenue ("brand comp")] decline [removed: was] [added: of 6.2%] driven by reduced furniture demand and our strategy to reduce promotional activity, partially offset by relative strength [removed: from] [added: in] our [removed: seasonal decorating, entertaining] [added: non-furniture] and [removed: home textiles] [added: seasonal] categories.

[removed: The fiscal 2023 decline was driven by] West Elm [removed: continuing to be the] [added: saw] brand [removed: most affected] [added: comp decline of 2.0% in fiscal 2024 driven] by the [added: impacts of the] customer pull back in furniture [added: during the first half of the year] as a result of the brand's high percentage of its assortment in the furniture [removed: category and our strategy to reduce promotional activity,] [added: category,] partially offset by [removed: relative] strength from new [removed: designs] [added: product introductions] across [removed: all] categories including furniture, [removed: textiles and] decorative [removed: accessories.][added: accessories and seasonal textiles.]

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

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

We ended the year with a cash balance of [removed: $1.3] [added: $1.2] billion and generated positive operating cash flow of [removed: $1.7] [added: $1.4] billion.

This strong liquidity position allowed us to [removed: provide stockholder returns of $545.5 million through stock repurchases and dividends, and to] fund the operations of [removed: the business by investing $188.5] [added: our business, invest $221.6] million in capital [removed: expenditures.][added: expenditures and return $1.1 billion through stock repurchases and dividends to stockholders.]

In fiscal [removed: 2023,] [added: 2024,] diluted earnings per share was [removed: $14.55] [added: $8.79] (which included [added: the benefit of an out-of-period freight adjustment in the first quarter of fiscal 2024 of $0.29) versus $7.28 (which included] (i) [removed: a $0.20] [added: an] impact [added: of $0.10] related to exit costs associated with the closure of our West Coast manufacturing facility and the exiting of Aperture, a division of our Outward subsidiary, and (ii) [removed: a $0.09] [added: an] impact [added: of $0.05] related to reduction-in-force initiatives, primarily in our corporate functions) [removed: versus $16.32] in fiscal [removed: 2022 (which included a $0.21 impact from the impairment of Aperture).][added: 2023.]

Looking Ahead to [removed: 2024][added: 2025]

Looking ahead to [removed: 2024, we are focused] [added: 2025, our focus will remain] on [added: our] three key [removed: priorities, which include] [added: priorities of] (i) returning to growth, (ii) elevating our world-class customer service and (iii) driving earnings.

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

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

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

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

However, the current uncertain macroeconomic environment with the weak housing market, elevated interest rates, layoffs, inflationary pressure, political [removed: uncertainty and] [added: uncertainty,] global geopolitical [removed: tension may continue to] [added: instability and new tariffs could negatively] impact our [removed: results.][added: business.]

For information on risks, please see “Risk Factors” in [Part I, Item [removed: 1A](#i4d491f2029984edea0e0ffd592ba9848_19).][added: 1A](#i7d74ac8ec79843249d5d4ef5fc75cb18_19).]

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

Net revenues in fiscal [removed: 2023] [added: 2024, including the impact of the additional week,] decreased [removed: $923.8] [added: $39.1] million or [removed: 10.6%,] [added: 0.5%,] with company comp decline of [removed: 9.9%.][added: 1.6%.]

The following table summarizes our net revenues by brand for fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022:][added: 2023:]

| *(In thousands)* | | | Fiscal [removed: 2023] [added: 2024] *1* | | | | | | Fiscal [removed: 2022] [added: 2023] *1* | | |

| Pottery Barn | | | $ | [removed: 3,206,167] [added: 3,039,939] | | | | | $ | [removed: 3,555,521] [added: 3,206,167] | |

| West Elm | | | [removed: 1,854,811] [added: 1,840,582] | | | | | | [removed: 2,278,131] [added: 1,854,811] | | |

| Williams Sonoma | | | [removed: 1,260,045] [added: 1,302,821] | | | | | | [removed: 1,286,651] [added: 1,260,045] | | |

| Pottery Barn Kids and Teen | | | [removed: 1,060,470] [added: 1,107,057] | | | | | | [removed: 1,132,937] [added: 1,060,470] | | |

| Other *2* | | | [removed: 369,159] [added: 421,142] | | | | | | [removed: 421,177] [added: 369,159] | | |

| Total | | | $ | [removed: 7,750,652] [added: 7,711,541] | | | | | $ | [removed: 8,674,417] [added: 7,750,652] | |

Additionally, comparable brand revenue for [removed: newer] [added: new and emerging] 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: 2023] [added: 2024] *1* | | | | | | Fiscal [removed: 2022] [added: 2023] *1* | | |

| Pottery Barn | | | [removed: (9.7] [added: (6.2)] | | [removed: %)] [added: %] | | | | [removed: 14.9] [added: (9.7)] | | % |

| West Elm | | | [removed: (18.8)] [added: (2.0)] | | | | | | [removed: 2.5] [added: (18.8)] | | |

| Williams Sonoma | | | [removed: (0.7)] [added: 2.4] | | | | | | [removed: (1.7)] [added: (0.7)] | | |

| Pottery Barn Kids and Teen | | | [removed: (5.5)] [added: 3.0] | | | | | | [removed: 0.4] [added: (5.5)] | | |

| Total *2* | | | [removed: (9.9] [added: (1.6)] | | [removed: %)] [added: %] | | | | [removed: 6.5] [added: (9.9)] | | % |

*1Comparable brand revenue [added: is calculated on a 53-week to 53-week basis for fiscal 2024 and on a 52-week to 52-week basis for fiscal 2023, and] includes business-to-business revenues within each brand.*

Fiscal 2024 results included a 53rd week, which we estimate contributed 150 basis points to revenue growth and 20 basis points to operating margin in fiscal 2024.

From a channel perspective, the company comp decline of 1.6% was driven by a negative 2.5% comp in our e-commerce channel, partially offset by a positive 0.2% comp in our retail channel.

In fiscal 2023, comparable brand revenue decline was materially consistent across both channels.

The Pottery Barn Kids and Teen brands saw brand comp growth of 3.0% in fiscal 2024, driven by strength in collaborations, our dorm and baby offerings and seasonal decor.

The Williams Sonoma brand saw brand comp growth of 2.4% in fiscal 2024 resulting from strength in the brand's kitchen business driven by cookware, cutlery and electrics as well as our seasonal and decorative offerings.

These supply chain improvements continued to contribute meaningfully to our profitability in fiscal 2024.

Despite a challenging environment for home furnishings, we delivered a record operating margin with double-digit diluted earnings per share growth.

Our results this year demonstrate the flexibility, strength and durability of our operating model to drive market share gains and deliver profitability.

Our performance was due to the strong execution of our teams as well as our continued focus on full-price selling and cost control from our Company-wide financial discipline.

*Common Stock Split*

On July 9, 2024, we effected a 2-for-1 stock split of our common stock through a stock dividend.

All historical share and per share amounts, excluding treasury share amounts, in this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from additional paid-in capital to common stock.

*Out-of-Period Freight Adjustment*

Subsequent to the filing of our fiscal 2023 Form 10-K, in April 2024, we determined that we over-recognized freight expense in fiscal 2021, 2022 and 2023 for a cumulative amount of $49.0 million.

We evaluated the error, both qualitatively and quantitatively, and determined that no prior interim or annual periods were materially misstated.

We then evaluated whether the cumulative amount of the over-accrual was material to our projected fiscal 2024 results, and determined the cumulative amount was not material.

Therefore, the Consolidated Financial Statements for fiscal 2024 include an out-of-period adjustment of $49.0 million, recorded in the first quarter of fiscal 2024, to reduce cost of goods sold and accounts payable, which corrected the cumulative error on the Consolidated Balance Sheet as of January 28, 2024.

Despite continued macroeconomic and geopolitical uncertainties, we are focused on these priorities to deliver in 2025 and beyond.

First, we believe we will deliver organic, core-brand growth due to increased levels of newness, innovation and growth initiatives, such as Pottery Barn Teen's dorm offering, Pottery Barn Kids' Modern Baby and West Elm Kids.

We are able to differentiate ourselves competitively through our in-house design capabilities and vertically-integrated sourcing organization, with the ability to expand into white space opportunities within our largest brands.

These differentiators give us a unique ability to offer high-quality products at compelling price points.

Second, we recognize the housing market may not improve in 2025.

Therefore, a key component of our strategy is our robust non-furniture assortment that includes inspirational seasonal and decorative accessories, textiles and housewares.

In addition, we will continue to introduce new furniture in compelling finishes and shapes.

Third, we will continue investing in strategic outside partnerships and collaborations in our core brands.

The talent of our in-house team with the creative vision of our collaborators attracts new customers and drives sales with our current customers.

Fourth, we will continue to find opportunities in our business-to-business division, leveraging our strength in design and commercial grade product offerings.

Our multi-channel capabilities and our leading assortment of commercial grade products are competitive differentiators.

Over the last few years, we have built customer relationships in the

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

commercial space in several industry verticals.

In addition, our exclusive offering of design-to-delivery services is a competitive advantage as we continue to build our business-to-business project pipeline.

We have the in-house competency and ability to incubate and build new brands.

All of our brands were once an emerging brand, even our largest brand, Pottery Barn.

A key component of our future growth comes from expansion in Rejuvenation, Mark and Graham, and GreenRow.

We will continue our progress in delivering world-class customer service.

We plan to continue to limit out-of-market and multiple shipments, reduce customer accommodations, lower returns and damages and reduce replacements.

Additionally, we will be disciplined on selling, general and administrative expenses ("SG&A"), including employment and advertising costs.

Williams-Sonoma, Inc. is an omni-channel specialty retailer of high-quality, sustainable products for the home.

We are also proud to be a leader in our industry with our values-based culture and commitment to achieving our sustainability goals.

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

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

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.

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.

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

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

As a digital-first company, we are in continuous pursuit of incremental improvement to our customers’ shopping journey online.

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.

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

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.

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

These commitments are reflected in the high quality, durable, sustainable products that we offer our customers, and continues to distinguish our company and our brands.

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.

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

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

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.

Another successful growth initiative is our continued expansion into global markets.

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.

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.

Comparable stores that were temporarily closed during fiscal 2021 due to the pandemic were not excluded from the comparable brand revenue calculation.

| Gross profit *1* | | | $ | 3,303,601 | | | | | 42.6 | | % | | | | $ | 3,677,733 | | | | | 42.4 | | % | | | | $ | 3,631,963 | | | | | 44.0 | | % |

Selling margin is our gross profit before occupancy costs.

Gross profit decreased $374.1 million, or 10.2%, compared to fiscal 2022.

The 20 basis point expansion in gross margin was driven by (i) improvement in selling margin due to higher merchandise margins from lower input costs resulting from decreased ocean freight, detention and demurrage costs in the second half of fiscal 2023 and reduced promotional activity, partially offset by (ii) higher occupancy costs resulting from our new distribution centers on the West Coast to support our long-term growth.

*Fiscal 2022 vs. Fiscal 2021*

Gross margin decreased to 42.4% from 44.0% in fiscal 2021.

The 160 basis point decline in gross margin was driven by deterioration in selling margin due to (i) lower merchandise margins from higher input costs as we absorbed higher product costs, ocean freight, detention and demurrage due to the impact of supply chain disruption and global inflation pressures, (ii) higher outbound customer shipping costs due to out-of-market shipping and shipping multiple times for multi-unit orders, and (iii) higher occupancy costs resulting from incremental costs from our new distribution centers on the East and West Coasts to support our long-term growth, which was partially offset by (iv) our retail store optimization initiatives.

SG&A decreased $119.9 million or 5.5%, compared to fiscal 2022.

Our [removed: Revolver] [added: Credit Facility] has a variable interest rate which, when drawn upon, subjects us to risks associated with changes in that interest rate.

During fiscal [removed: 2023,] [added: 2024,] we had no borrowings under [removed: the Revolver.][added: our Credit Facility.]

As of [removed: January 28, 2024,] [added: February 2, 2025,] our investments, made primarily in [added: money market funds and] interest bearing demand deposit [removed: accounts and money market funds,] [added: accounts,] are stated at cost and approximate their fair values.

We purchase the majority of our inventory from 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: 2023] [added: 2024] or fiscal [removed: 2022.][added: 2023.]

While the impact of foreign currency exchange rate fluctuations was not material to us in fiscal [removed: 2023,] [added: 2024,] we have continued to see volatility in the exchange rates in the countries in which we do business.

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

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 [removed: pandemic and the] uncertain economic environment.

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 [removed: 2023] [added: 2024] and fiscal [removed: 2022.][added: 2023.]

However, our unique operating model and pricing power helped mitigate these increased costs during fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022.][added: 2023.]

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

In the decades that followed, the quality of our products, our ability to identify new opportunities in the market and our people-first approach to business have facilitated our expansion beyond the kitchen into nearly every area of the [removed: home.][added: home, as well as the places where our customers work, stay and play.]

[removed: Our] [added: We believe our] growth will be driven by our business strategies in each of our core businesses, our business-to-business [removed: program, our emerging brands] [added: division] and our [removed: global business.][added: emerging brands.]

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

We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, offer international shipping to customers [removed: worldwide,] [added: worldwide] and have unaffiliated franchisees that operate stores in the Middle East, the Philippines, Mexico, South Korea and India, as well as e-commerce websites in certain locations.

Williams Sonoma products [removed: include] [added: offer] everything for cooking, dining and entertaining, including: cookware, tools, electrics, cutlery, tabletop and bar, outdoor, furniture and a vast library of cookbooks.

America’s most meaningful, beautiful design source, Pottery Barn brings together good products, people and values — seeking inspiration, [removed: quality, sustainability] [added: quality] and [added: world-class customer] service in everything we do.

Kids are, and have always been, the inspiration behind [removed: what we do at] Pottery Barn Kids.

Since 1999, [removed: it’s been our] [added: Pottery Barn Kids’] mission [added: has been] to bring the utmost in quality, [removed: sustainability,] safety and style into every family’s home.

[removed: Most importantly, all our] [added: Pottery Barn Kids’] designs are rigorously tested to meet the highest child safety standards and [added: are] expertly crafted from the best materials to last beyond their childhood years.

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

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

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

[removed: Our] [added: Pottery Barn Teen’s] purpose is to make safe and sustainable designs that inspire teens to create the world they want to live in.

[removed: We’re designing] [added: Pottery Barn Teen designs] everything from organic bedding to multi-purpose furniture that adapts and [removed: lasts.][added: lasts, with a mission to create for the future.]

The digitally-native brand is known for high quality collections, ranging from home gifts to luggage to handbags, designed in-house that can be personalized with [removed: more than 100] [added: hundreds of] monograms.

Every product in the digitally-native brand's assortment [removed: 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.

As of [removed: January 28, 2024,] [added: February 2, 2025,] we had the following merchandise strategies: Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham, and GreenRow, which sell our products through our e-commerce websites, retail stores and direct-mail catalogs.

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

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

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

We operate [removed: 518] [added: 512] stores, which include [removed: 480] [added: 477] stores in 40 states, Washington, D.C. and Puerto Rico, 19 stores in Canada, [removed: 17] [added: 14] stores in Australia and 2 stores in the United Kingdom.

We also have multi-year franchise agreements with third parties in the Middle East, the Philippines, Mexico, South Korea and India that currently operate [removed: 138] [added: 126] franchised locations as well as e-commerce websites in certain locations.

We purchase most of our merchandise from numerous foreign and domestic manufacturers and importers, the largest of which accounted for approximately 3% of our purchases during fiscal [removed: 2023.][added: 2024.]

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

[removed: Additionally,] [added: The current macroeconomic environment is uncertain, and] we are subject to risks that may disrupt our supply chain operations or regionalization efforts, such as [added: tariffs, foreign currency exchange rate fluctuations,] increasing labor costs and union organizing activity.

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

Risk [removed: Factors](#i4d491f2029984edea0e0ffd592ba9848_19)] [added: Factors](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] and to [Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4d491f2029984edea0e0ffd592ba9848_43)] [added: Operations](#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] for further discussion on the effect the global supply chain disruption has had on our results of operations.

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

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

We compete on the basis of our brand authority, the quality of our merchandise, our customer service, our proprietary customer list, our e-commerce websites and marketing capabilities, the location and appearance of our stores, as well as our in-house design, our digital-first channel [removed: strategy,] [added: strategy] and our values, which we believe have become increasingly relevant and set us apart from our competitors.

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

Historically, a significant portion of our net revenues and net earnings have been realized during [added: our peak selling season,] the period from October through January, and levels of net revenues and net earnings have typically been [added: comparatively] lower during the period from February through September.

We believe this is the general pattern [removed: associated with the retail] [added: within our] industry.

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

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

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

Our human resources department maintains an open-door policy for associates to report concerns, and we provide an anonymous reporting hotline, which is available in multiple languages and managed by an independent [removed: company not affiliated with us.][added: company.]

We strive to deliver a workplace experience [removed: where] [added: in which] the quality of our engagement with fellow associates, business partners and customers matches the quality of the products and services we bring to the [removed: marketplace.][added: market.]

We offer [removed: development opportunities for our associates including] in-person and online learning, as well as professional development courses, such as goal [removed: setting,] [added: setting] and leadership training.

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 not only provide an exceptional customer service experience but to also serve as design centers and omni-fulfillment hubs.

Our vision is to own the home, and the places where our customers work, stay and play.

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 will position us well for the next stage of growth.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

Approximately 18% of our products were produced in the U.S. in fiscal 2024.

The remaining 82% of our merchandise purchases were sourced from foreign suppliers, with approximately 23% from China, 16% from India, 14% from Vietnam and 29% from the rest of the world.

Merchandise purchases in fiscal 2024 from Mexico and Canada were not significant.

OUR VALUES

Our values create our culture and drive us to foster an engaging workplace.

Our foundational values are:

- *People First:* We are committed to an environment that attracts, motivates, and recognizes high performance.

- *Integrity*: We operate with integrity and ethics as we enhance the lives of our stakeholders, communities, and the environment.

- *Customers*: We are here to serve our customers—without them, nothing else matters.

- *Quality*: We take pride in everything we do.

From our products to the experience and service we provide— quality is our signature.

- *Profit*: We are committed to providing a superior return to our stockholders.

It’s everyone’s job.

*People First*

As part of our People First value, we believe investing in and taking care of our people is vital to our success.

We are merit-based, and we prioritize offering competitive rewards, fostering an engaging workplace and supporting the growth and well-being of our associates.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

As of February 2, 2025, we had approximately 19,600 employees, who we refer to as associates, who are a mix of full-time, part-time and seasonal team members.

We offer the opportunity to do meaningful work and learn on the job, supplemented by programs designed to build individual, team and leadership skills.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

*Product Sustainability*

Our focus on sustainable products adds value to our business and is a competitive advantage.

We know that customers prefer high quality, sustainable products that last, based on product sales and customer surveys.

As a multinational retailer with a global supply chain, we are committed to energy efficiency, supplier engagement and preferred raw materials.

We regard our intellectual property assets and proprietary rights as key factors to our success, and we rely on trademark, copyright and patent laws, trade secret protection, and confidentiality and/or license agreements to protect our valuable rights.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

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.

We are the world's largest digital-first, design-led and sustainable home retailer.

We are also proud to be a leader in our industry with our values-based culture and commitment to achieving our sustainability goals.

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

Our mission is to create for the future.

Approximately 81% of our merchandise purchases in fiscal 2023 were sourced from foreign suppliers, predominantly in Asia and Europe, with 25% of our merchandise purchases sourced from China.

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

HUMAN CAPITAL MANAGEMENT

As of January 28, 2024, we had approximately 19,300 employees, who we refer to as associates, of whom approximately 10,700 were full-time.

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

One of those three pillars is “People” in keeping with our long-held “People First” culture.

This includes the following areas of focus:

*Diversity, Equity and Inclusion*

Associate engagement and retention require an understanding of the needs of a diverse, creative and purpose-driven workforce.

We firmly believe that working in a culture focused on diversity, equity and inclusion spurs innovation, creates healthy and high-performing teams, and delivers superior customer experiences.

We aim to provide equal opportunity for all associates.

As of the end of fiscal 2023, approximately 68.1% of our total workforce identified as female and approximately 41.1% identified as an ethnic minority group.

Additionally, approximately 56.6% of our Vice Presidents and above identified as female.

We were also 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 under-represented talent at the Company through expanding our candidate pool and career development.

We maintain an Equity Action Plan and an Equity Action Committee, including a diverse group of executives and associates, and in 2023 we continued our commitment to equity through our partnership and donation support with our non-profit partners such as the NAACP, the Jackie Robinson Foundation, the National Urban League and Asian Americans Advancing Justice—Asian Law Caucus.

We continue to foster relationships with over 180 organizations, universities, colleges and networks to expand our reach to potential candidates.

We continue to strive to bring forward a diverse slate of candidates for our corporate roles posted externally, which has resulted in improvement in both overall representation and hire rate since 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 affinity group networks including an LGBTQIA+ Network, Black Associate Network, Veterans Appreciation Network, Hispanic/LatinX Associate Network, Asian WSI Network and a Disability, Education & Advocacy Network.

caregiver benefits; tax-free commuter benefits; wellness programs including telehealth visits; time off to 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 affirming care and therapy.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

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

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

These practices are relevant to our business, critical to our associates, and important to our customers.

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.

We continue to implement efforts to advance our Science-Based Target for emissions reduction across our operations and value chain.

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

In 2023, we drove progress towards our landfill diversion goal, implementing waste reduction initiatives, such as recycling and product donation, across our operations.

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.

We own and/or have applied to register our key brand names in the U.S. as well as in 95 additional jurisdictions.

Trademark registrations can generally be renewed indefinitely so long as the marks are in use.

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

For the fiscal year ended [removed: January 28, 2024.][added: February 2, 2025.]

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

As of July [removed: 30, 2023,] [added: 28, 2024,] the approximate aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $8,903,099,737] [added: $19,653,959,421] 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: 30, 2023] [added: 28, 2024] listed as executive officers and directors with the Securities and Exchange Commission.

This aggregate market value includes all shares held [added: by non-affiliates] in the Williams-Sonoma, Inc. Stock Fund within the registrant’s 401(k) Plan.

As of March [removed: 17, 2024, 64,112,265] [added: 23, 2025, 123,509,495] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2024] [added: 2025] 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](#i4d491f2029984edea0e0ffd592ba9848_157)] [added: III](#i7d74ac8ec79843249d5d4ef5fc75cb18_160)] hereof.

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

[removed: 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 changing interest rates, on consumer spending; war in Ukraine and 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 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 2024; our planned use of cash in fiscal 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.][added: Such forward-looking statements include, without limitation, statements related to: our ability to provide sustainable products at competitive prices; changes in U.S. (federal, state and local) and international tax laws and trade policies and regulations; the impact of current and potential future tariffs and our ability to mitigate such impacts; the complementary nature of our e-commerce and retail channels; the plans, strategies, initiatives and objectives of management for future operations; our ability to execute strategic priorities and growth initiatives, including those regarding digital leadership, product and technology innovation, cross-brand initiatives, retail transformation and operational excellence; the strength of our business and our brands; our marketing efforts; our ability to provide world-class customer service via supply chain improvements from reduced out-of-market and multiple shipments, fewer customer accommodations, lower returns and damages, and reduced replacements; our belief that our key differentiators, growth strategies and the efficiencies of our operating model will allow us to reduce costs and manage inventory levels in both the short- and long-term; competition from companies with concepts or products similar to ours; our beliefs about our competitive advantages and areas of potential future growth in the market; the seasonal variations in demand; our ability to recruit, retain and motivate skilled personnel; our ability to protect our intellectual property rights; our ability to comply with the laws, rules and regulations of the U.S. and multiple foreign jurisdictions in which we operate; the impact of general economic conditions, inflationary pressures, consumer disposable income, fuel prices, recession and fears of recession, unemployment, war and fears of war, outbreaks of disease, 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 in future economic and political conditions, and consumer perceptions of personal well-being and security; the impact of periods of decreased home purchases; our ability to grow our business-to-business division and the challenges we may face executing such growth; our ability to anticipate consumer preferences and buying trends overall and as they apply to specific brands; dependence on timely introduction and customer acceptance of our merchandise; effective inventory management; timely and effective sourcing of merchandise from our foreign and domestic suppliers and delivery of merchandise through our supply chain to our stores and customers; factors, including but not limited to fuel costs, labor disputes, union organizing activity, geopolitical instability, acts of terrorism and war, that can affect the global supply chain, including our third-party providers; our belief in the adequacy of our facilities and the availability of suitable additional or substitute space; our ability to improve our systems and processes; changes to our information technology infrastructure; shortages of raw materials used to make our products; uncertainties in e-marketing, infrastructure and regulation; our belief in the reasonableness of the steps taken to protect the security and confidentiality of the information we collect; multi-channel and multi-brand complexities; delays in store openings; our brands, products and related initiatives, including our ability to introduce new products, product lines, brands, and brand extensions, and bring in new customers; our belief in the ultimate resolution of current legal proceedings; challenges associated with our increasing global presence; our global business and expansion efforts, including franchise, other third-party arrangements and company-owned operations; adherence by our suppliers to our global compliance program and quality control standards; the effects of fluctuations in foreign currency rates and the impact of our hedging against such risks; dependence on external funding sources for operating capital; our compliance with financial covenants; disruptions in the financial markets; our ability to control employment, occupancy, supply chain, product, transportation and other operating costs; the adequacy of our insurance coverage; our stock repurchase programs; payment of dividends; the impact of new accounting pronouncements; 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; our ability to deliver organic, core-brand growth; growth from our emerging brands; our ability to drive long-term sustainable returns; our capital allocation strategy in fiscal 2025; our planned use of cash in fiscal 2025; projections of earnings, revenues, growth and other financial items; and statements of belief and statements of]

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](#i4d491f2029984edea0e0ffd592ba9848_19)] [added: 1A](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings with the [removed: U.S. Securities and Exchange Commission,] [added: SEC,] which are available on the SEC’s web site at www.sec.gov.

FISCAL YEAR ENDED [removed: JANUARY 28, 2024][added: FEBRUARY 2, 2025]

| Item 1. | | | [removed: [Business](#i4d491f2029984edea0e0ffd592ba9848_16)] [added: [Business](#i7d74ac8ec79843249d5d4ef5fc75cb18_16)] | | | [removed: [3](#i4d491f2029984edea0e0ffd592ba9848_16)] [added: [4](#i7d74ac8ec79843249d5d4ef5fc75cb18_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4d491f2029984edea0e0ffd592ba9848_19)] [added: Factors](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] | | | [removed: [9](#i4d491f2029984edea0e0ffd592ba9848_19)] [added: [10](#i7d74ac8ec79843249d5d4ef5fc75cb18_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4d491f2029984edea0e0ffd592ba9848_22)] [added: Comments](#i7d74ac8ec79843249d5d4ef5fc75cb18_22)] | | | [removed: [28](#i4d491f2029984edea0e0ffd592ba9848_22)] [added: [29](#i7d74ac8ec79843249d5d4ef5fc75cb18_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i4d491f2029984edea0e0ffd592ba9848_1513)] [added: [Cybersecurity](#i7d74ac8ec79843249d5d4ef5fc75cb18_25)] | | | [removed: [28](#i4d491f2029984edea0e0ffd592ba9848_22)] [added: [30](#i7d74ac8ec79843249d5d4ef5fc75cb18_25)] | | |

| Item 2. | | | [removed: [Properties](#i4d491f2029984edea0e0ffd592ba9848_25)] [added: [Properties](#i7d74ac8ec79843249d5d4ef5fc75cb18_28)] | | | [removed: [30](#i4d491f2029984edea0e0ffd592ba9848_25)] [added: [31](#i7d74ac8ec79843249d5d4ef5fc75cb18_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4d491f2029984edea0e0ffd592ba9848_28)] [added: Proceedings](#i7d74ac8ec79843249d5d4ef5fc75cb18_31)] | | | [removed: [31](#i4d491f2029984edea0e0ffd592ba9848_28)] [added: [32](#i7d74ac8ec79843249d5d4ef5fc75cb18_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4d491f2029984edea0e0ffd592ba9848_31)] [added: Disclosures](#i7d74ac8ec79843249d5d4ef5fc75cb18_34)] | | | [removed: [31](#i4d491f2029984edea0e0ffd592ba9848_31)] [added: [32](#i7d74ac8ec79843249d5d4ef5fc75cb18_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4d491f2029984edea0e0ffd592ba9848_37)] [added: Securities](#i7d74ac8ec79843249d5d4ef5fc75cb18_40)] | | | [removed: [32](#i4d491f2029984edea0e0ffd592ba9848_37)] [added: [33](#i7d74ac8ec79843249d5d4ef5fc75cb18_40)] | | |

| Item 6. | | | [removed: [Reserved](#i4d491f2029984edea0e0ffd592ba9848_40)] [added: [Reserved](#i7d74ac8ec79843249d5d4ef5fc75cb18_43)] | | | [removed: [33](#i4d491f2029984edea0e0ffd592ba9848_40)] [added: [34](#i7d74ac8ec79843249d5d4ef5fc75cb18_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4d491f2029984edea0e0ffd592ba9848_43)] [added: Operations](#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] | | | [removed: [34](#i4d491f2029984edea0e0ffd592ba9848_43)] [added: [35](#i7d74ac8ec79843249d5d4ef5fc75cb18_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4d491f2029984edea0e0ffd592ba9848_73)] [added: Risk](#i7d74ac8ec79843249d5d4ef5fc75cb18_76)] | | | [removed: [44](#i4d491f2029984edea0e0ffd592ba9848_73)] [added: [45](#i7d74ac8ec79843249d5d4ef5fc75cb18_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4d491f2029984edea0e0ffd592ba9848_76)] [added: Data](#i7d74ac8ec79843249d5d4ef5fc75cb18_79)] | | | [removed: [45](#i4d491f2029984edea0e0ffd592ba9848_76)] [added: [46](#i7d74ac8ec79843249d5d4ef5fc75cb18_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4d491f2029984edea0e0ffd592ba9848_145)] [added: Disclosure](#i7d74ac8ec79843249d5d4ef5fc75cb18_148)] | | | [removed: [70](#i4d491f2029984edea0e0ffd592ba9848_145)] [added: [70](#i7d74ac8ec79843249d5d4ef5fc75cb18_148)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4d491f2029984edea0e0ffd592ba9848_148)] [added: Procedures](#i7d74ac8ec79843249d5d4ef5fc75cb18_151)] | | | [removed: [70](#i4d491f2029984edea0e0ffd592ba9848_148)] [added: [70](#i7d74ac8ec79843249d5d4ef5fc75cb18_151)] | | |

| Item 9B. | | | [Other [removed: Information](#i4d491f2029984edea0e0ffd592ba9848_151)] [added: Information](#i7d74ac8ec79843249d5d4ef5fc75cb18_4947802326537)] | | | [removed: [70](#i4d491f2029984edea0e0ffd592ba9848_151)] [added: [71](#i7d74ac8ec79843249d5d4ef5fc75cb18_4947802326537)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i4d491f2029984edea0e0ffd592ba9848_154)] [added: Inspections](#i7d74ac8ec79843249d5d4ef5fc75cb18_157)] | | | [removed: [70](#i4d491f2029984edea0e0ffd592ba9848_151)] [added: [72](#i7d74ac8ec79843249d5d4ef5fc75cb18_154)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4d491f2029984edea0e0ffd592ba9848_160)] [added: Governance](#i7d74ac8ec79843249d5d4ef5fc75cb18_163)] | | | [removed: [71](#i4d491f2029984edea0e0ffd592ba9848_160)] [added: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_163)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4d491f2029984edea0e0ffd592ba9848_163)] [added: Compensation](#i7d74ac8ec79843249d5d4ef5fc75cb18_166)] | | | [removed: [71](#i4d491f2029984edea0e0ffd592ba9848_163)] [added: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_166)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4d491f2029984edea0e0ffd592ba9848_166)] [added: Matters](#i7d74ac8ec79843249d5d4ef5fc75cb18_169)] | | | [removed: [71](#i4d491f2029984edea0e0ffd592ba9848_166)] [added: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_169)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4d491f2029984edea0e0ffd592ba9848_169)] [added: Independence](#i7d74ac8ec79843249d5d4ef5fc75cb18_172)] | | | [removed: [71](#i4d491f2029984edea0e0ffd592ba9848_169)] [added: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_172)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i4d491f2029984edea0e0ffd592ba9848_172)] [added: Services](#i7d74ac8ec79843249d5d4ef5fc75cb18_175)] | | | [removed: [71](#i4d491f2029984edea0e0ffd592ba9848_172)] [added: [74](#i7d74ac8ec79843249d5d4ef5fc75cb18_175)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4d491f2029984edea0e0ffd592ba9848_178)] [added: Schedules](#i7d74ac8ec79843249d5d4ef5fc75cb18_181)] | | | [removed: [72](#i4d491f2029984edea0e0ffd592ba9848_178)] [added: [75](#i7d74ac8ec79843249d5d4ef5fc75cb18_181)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4d491f2029984edea0e0ffd592ba9848_181)] [added: Summary](#i7d74ac8ec79843249d5d4ef5fc75cb18_184)] | | | [removed: [74](#i4d491f2029984edea0e0ffd592ba9848_181)] [added: [78](#i7d74ac8ec79843249d5d4ef5fc75cb18_184)] | | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

This Annual Report on Form 10-K and the letter to stockholders contained in this Annual Report contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

assumptions underlying any of the foregoing.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

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

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

We also engage an independent Qualified Security Assessor to review our Payment Card [removed: Industry, or PCI,] [added: Industry] compliance.

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

[added: See] “Risks Related to Technology” included as part of our risk factor disclosures in [Item [removed: 1A](#i4d491f2029984edea0e0ffd592ba9848_19)] [added: 1A](#i7d74ac8ec79843249d5d4ef5fc75cb18_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 [removed: were] [added: have been] immaterial.

Cybersecurity risk management is also considered at least annually during separate Board [added: of Directors] 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 [removed: Counsel,] [added: 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, [added: managing incident] and [added: breach response and] implementing effective information and cybersecurity programs as well as several relevant degrees and [removed: certifications, including Certified Information Security Manager, Certified Information Systems Auditor, Certified Information Systems Security Professional, Global Information Assurance Certification, and Certified Ethical Hacker.][added: certifications.]

See

For our store locations, our gross leased store space as of [removed: January 28, 2024] [added: February 2, 2025] totaled approximately [removed: 5,890,000] [added: 5,833,000] square feet for [removed: 518] [added: 512] stores compared to approximately [removed: 5,962,000] [added: 5,890,000] square feet for [removed: 530] [added: 518] stores as of January [removed: 29, 2023.][added: 28, 2024.]

The following table summarizes the location and size of our leased facilities occupied by us as of [removed: January 28, 2024:][added: February 2, 2025:]

| Florida | | | [removed: 515,000] [added: 347,000] | | |

| Ohio | | | [removed: 265,000] [added: 193,000] | | |

| California | | | [removed: 124,000] [added: 111,000] | | |

| Nevada | | | [removed: 36,000] [added: 37,000] | | |

As of [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024,] [added: February 2, 2025,] we owned 471,000 square feet of space, primarily in California, for our corporate headquarters and certain data center operations.

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

| | | | | | |

| Tennessee | | | 603,000 | | |

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

The closing price of our common stock on the NYSE on March [removed: 17, 2024] [added: 23, 2025] was [removed: $283.77.][added: $163.65.]

The number of stockholders of record of our common stock as of March [removed: 17, 2024] [added: 23, 2025] was [removed: 273.][added: 260.]

STOCK REPURCHASE [removed: PROGRAM][added: PROGRAMS]

During fiscal [removed: 2023,] [added: 2024,] we repurchased [removed: 2,621,861] [added: 5,940,939] shares of our common stock at an average cost of [removed: $119.38] [added: $135.92] per share and a total cost of [removed: $313.0] [added: $807.5] million under our [removed: $1.0 billion stock repurchase program approved in March 2023.][added: programs.]

[removed: In March] [added: Additionally, in September] 2024, our Board of Directors authorized a new [added: $1.0 billion] stock repurchase program [removed: for $1.0 billion,] [added: (together with the March 2024 program, “our programs”),] which [removed: replaced] [added: will become effective once] our [removed: existing program.][added: March 2024 program is fully utilized.]

The following table summarizes our repurchases of shares of our common stock during the fourth quarter of fiscal [removed: 2023] [added: 2024] under [removed: our] [added: the $1.0 billion] stock repurchase [removed: program:][added: program announced in March 2024 (the “March 2024 program”).]

Stock repurchases under our [removed: program] [added: programs] may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate.

The stock repurchase [removed: program does] [added: programs do] not have an expiration date and may be limited or terminated at any time without prior notice.

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

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

[removed: and] [added: the] S&P 500 Consumer Discretionary Distribution and [removed: Retail][added: Retail Index and the S&P 500 Index]

![FY24 [added: 10-K] Performance Chart [removed: .jpg](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/wsm-20240128_g1.jpg)][added: S&P 500.jpg](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/wsm-20250202_g1.jpg)]

*$100 invested on February [removed: 3, 2019] [added: 2, 2020] in stock or index, including reinvestment of dividends.

Fiscal year ended [removed: January 28, 2024.][added: February 2, 2025.]

| S&P 500 Consumer Discretionary Distribution and Retail | | | | | | $100.00 | | | | | | [removed: $117.54] [added: $141.39] | | | | | | [removed: $166.19] [added: $153.61] | | | | | | [removed: $180.56] [added: $125.62] | | | | | | [removed: $147.66] [added: $162.21] | | | | | | [removed: $190.67] [added: $227.91] | | |

| October 28, 2024 - November 24, 2024 | | | | | | 776,184 | | | | | | $ | 128.84 | | | | | 776,184 | | | | | | $ | 192,523,000 | |

| November 25, 2024 - December 29, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 192,523,000 | |

| December 30, 2024 - February 2, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 192,523,000 | |

| Total | | | | | | 776,184 | | | | | | $ | 128.84 | | | | | 776,184 | | | | | | $ | 192,523,000 | |

As of February 2, 2025, we had a total of $1.2 billion in stock repurchase authorization remaining under our programs.

On March 24, 2025, we were added to the S&P 500.

We have replaced the NYSE Composite with the S&P 500 for the purposes of our stock performance graph, as we believe the S&P 500 is a more relevant benchmark to measure our performance.

We have continued to present the NYSE Composite here as a transitional measure.

| | | | | | | 2/2/20 | | | | | | 1/31/21 | | | | | | 1/30/22 | | | | | | 1/29/23 | | | | | | 1/28/24 | | | | | | 2/2/25 | | |

| Williams-Sonoma, Inc. | | | | | | $100.00 | | | | | | $188.41 | | | | | | $229.91 | | | | | | $192.77 | | | | | | $325.16 | | | | | | $668.86 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $117.25 | | | | | | $144.56 | | | | | | $132.68 | | | | | | $160.30 | | | | | | $202.59 | | |

| NYSE Composite Index | | | | | | $100.00 | | | | | | $108.35 | | | | | | $128.03 | | | | | | $126.30 | | | | | | $136.52 | | | | | | $158.54 | | |

As of January 28, 2024, there was $687.0 million remaining under our current stock repurchase program.

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

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

| December 25, 2023 - January 28, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 686,999,000 | |

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

| | | | | | | 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 | | |

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

| *(In thousands, except per share amounts)* | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | |

| Net revenues | | | $ | [removed: 7,750,652] [added: 7,711,541] | | | | | $ | [removed: 8,674,417] [added: 7,750,652] | | | | | $ | [removed: 8,245,936] [added: 8,674,417] | |

| Cost of goods sold | | | [removed: 4,447,051] [added: 4,129,242] | | | | | | [removed: 4,996,684] [added: 4,447,051] | | | | | | [removed: 4,613,973] [added: 4,996,684] | | |

| Gross profit | | | [removed: 3,303,601] [added: 3,582,299] | | | | | | [removed: 3,677,733] [added: 3,303,601] | | | | | | [removed: 3,631,963] [added: 3,677,733] | | |

| Selling, general and administrative expenses | | | [removed: 2,059,408] [added: 2,152,115] | | | | | | [removed: 2,179,311] [added: 2,059,408] | | | | | | [removed: 2,178,847] [added: 2,179,311] | | |

| Operating income | | | [removed: 1,244,193] [added: 1,430,184] | | | | | | [removed: 1,498,422] [added: 1,244,193] | | | | | | [removed: 1,453,116] [added: 1,498,422] | | |

| Interest [removed: income (expense),] [added: income,] net | | | [removed: 29,162] [added: 55,548] | | | | | | [removed: 2,260] [added: 29,162] | | | | | | [removed: (1,865)] [added: 2,260] | | |

| Earnings before income taxes | | | [removed: 1,273,355] [added: 1,485,732] | | | | | | [removed: 1,500,682] [added: 1,273,355] | | | | | | [removed: 1,451,251] [added: 1,500,682] | | |

| Income taxes | | | [removed: 323,593] [added: 360,481] | | | | | | [removed: 372,778] [added: 323,593] | | | | | | [removed: 324,914] [added: 372,778] | | |

| Net earnings | | | $ | [removed: 949,762] [added: 1,125,251] | | | | | $ | [removed: 1,127,904] [added: 949,762] | | | | | $ | [removed: 1,126,337] [added: 1,127,904] | |

| Basic earnings per share | | | $ | [removed: 14.71] [added: 8.91] | | | | | $ | [removed: 16.58] [added: 7.35] | | | | | $ | [removed: 15.17] [added: 8.29] | |

| Diluted earnings per share | | | $ | [removed: 14.55] [added: 8.79] | | | | | $ | [removed: 16.32] [added: 7.28] | | | | | $ | [removed: 14.75] [added: 8.16] | |

| *(In thousands)* | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | |

| Foreign currency translation adjustments | | | [removed: (999)] [added: (6,136)] | | | | | | [removed: (3,572)] [added: (999)] | | | | | | [removed: (4,488)] [added: (3,572)] | | |

| Change in fair value of derivative financial instruments, net of tax [removed: (tax benefit)] of [removed: $56, $329] [added: $0, $56] and [removed: $(91)] [added: $329] | | | [removed: 160] [added: 1] | | | | | | [removed: 932] [added: 160] | | | | | | [removed: (247)] [added: 932] | | |

| Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax (tax benefit) of [removed: $319, $121] [added: $(33), $319] and [removed: $(371)] [added: $121] | | | [removed: (904)] [added: 94] | | | | | | [removed: (341)] [added: (904)] | | | | | | [removed: 1,024] [added: (341)] | | |

| Comprehensive income | | | $ | [removed: 948,019] [added: 1,119,210] | | | | | $ | [removed: 1,124,923] [added: 948,019] | | | | | $ | [removed: 1,122,626] [added: 1,124,923] | |

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

| *(In thousands, except per share amounts)* | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 1,262,007 | | | | | [removed: $] | 367,344 | | [added: | | | | 850,338 | | |]

| Accounts receivable, net | | | [removed: 122,914] [added: 117,678] | | | | | | [removed: 115,685] [added: 122,914] | | |

| Merchandise inventories, net | | | [removed: 1,246,369] [added: 1,332,429] | | | | | | [removed: 1,456,123] [added: 1,246,369] | | |

| Prepaid expenses | | | [removed: 59,466] [added: 66,914] | | | | | | [removed: 64,961] [added: 59,466] | | |

| Other current assets | | | [removed: 29,041] [added: 24,611] | | | | | | [removed: 31,967] [added: 29,041] | | |

| Total current assets | | | [removed: 2,719,797] [added: 2,754,609] | | | | | | [removed: 2,036,080] [added: 2,719,797] | | |

| Property and equipment, net | | | [removed: 1,013,189] [added: 1,033,934] | | | | | | [removed: 1,065,381] [added: 1,013,189] | | |

| Operating lease right-of-use assets | | | [removed: 1,229,650] [added: 1,177,805] | | | | | | [removed: 1,286,452] [added: 1,229,650] | | |

| Deferred income taxes, net | | | [removed: 110,656] [added: 120,657] | | | | | | [removed: 81,389] [added: 110,656] | | |

| Goodwill | | | [removed: 77,306] [added: 77,260] | | | | | | [removed: 77,307] [added: 77,306] | | |

| Other long-term assets, net | | | [removed: 122,950] [added: 137,342] | | | | | | [removed: 116,407] [added: 122,950] | | |

| Total assets | | | $ | [removed: 5,273,548] [added: 5,301,607] | | | | | $ | [removed: 4,663,016] [added: 5,273,548] | |

| Accounts payable | | | $ | [removed: 607,877] [added: 645,667] | | | | | $ | [removed: 508,321] [added: 607,877] | |

| Accrued expenses | | | [removed: 264,306] [added: 286,033] | | | | | | [removed: 247,594] [added: 264,306] | | |

| Gift card and other deferred revenue | | | [removed: 573,904] [added: 584,791] | | | | | | [removed: 479,229] [added: 573,904] | | |

| Income taxes payable | | | [removed: 96,554] [added: 67,696] | | | | | | [removed: 61,204] [added: 96,554] | | |

| Operating lease liabilities | | | [removed: 234,517] [added: 234,180] | | | | | | [removed: 231,965] [added: 234,517] | | |

| Other current liabilities | | | [removed: 103,157] [added: 93,607] | | | | | | [removed: 108,138] [added: 103,157] | | |

| Total current liabilities | | | [removed: 1,880,315] [added: 1,911,974] | | | | | | [removed: 1,636,451] [added: 1,880,315] | | |

| Long-term operating lease liabilities | | | [removed: 1,156,104] [added: 1,113,135] | | | | | | [removed: 1,211,693] [added: 1,156,104] | | |

| Other long-term liabilities | | | [removed: 109,268] [added: 134,079] | | | | | | [removed: 113,821] [added: 109,268] | | |

| Basic | | | 126,242 | | | | | | 129,148 | | | | | | 136,042 | | |

| Diluted | | | 128,041 | | | | | | 130,543 | | | | | | 138,199 | | |

| Net earnings | | | $ | 1,125,251 | | | | | $ | 949,762 | | | | | $ | 1,127,904 | |

| Cash and cash equivalents | | | $ | 1,212,977 | | | | | $ | 1,262,007 | |

| Additional paid-in capital | | | 571,585 | | | | | | 587,960 | | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,125,251 | | | | | | — | | | | | | — | | | | | | 1,125,251 | | |

| Release of stock-based awards*1* | | | 765 | | | | | | 7 | | | | | | (93,994) | | | | | | — | | | | | | — | | | | | | (227) | | | | | | (94,214) | | |

| Repurchases of common stock*2* | | | (5,941) | | | | | | (59) | | | | | | (18,373) | | | | | | (795,968) | | | | | | — | | | | | | — | | | | | | (814,400) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (293,248) | | | | | | — | | | | | | — | | | | | | (293,248) | | |

| Balance at February 2, 2025 | | | 123,125 | | | | | | $ | 1,232 | | | | | $ | 571,585 | | | | | $ | 1,591,630 | | | | | $ | (21,593) | | | | | $ | (435) | | | | | $ | 2,142,419 | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

| Net earnings | | | $ | 1,125,251 | | | | | $ | 949,762 | | | | | $ | 1,127,904 | |

| Other | | | (2,474) | | | | | | — | | | | | | — | | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

*Common Stock Split*

On July 9, 2024, we effected a 2-for-1 stock split of our common stock through a stock dividend.

All historical share and per share amounts, excluding treasury share amounts, in this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from additional paid-in capital to common stock.

*Out-of-Period Freight Adjustment*

Subsequent to the filing of our fiscal 2023 Form 10-K, in April 2024, we determined that we over-recognized freight expense in fiscal 2021, 2022 and 2023 for a cumulative amount of $49.0 million.

We evaluated the error, both qualitatively and quantitatively, and determined that no prior interim or annual periods were materially misstated.

We then evaluated whether the cumulative amount of the over-accrual was material to our projected fiscal 2024 results, and determined the cumulative amount was not material.

Therefore, the Consolidated Financial Statements for fiscal 2024 include an out-of-period adjustment of $49.0 million, recorded in the first quarter of fiscal 2024, to reduce cost of goods sold and accounts payable, which corrected the cumulative error on the Consolidated Balance Sheet as of January 28, 2024.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

During fiscal 2024, fiscal 2023 and fiscal 2022, we recognized impairment charges, as a component of SG&A, of $3.9 million, $14.5 million and $15.6 million, respectively.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

If the carrying value of the reporting

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

recognized within one year of the card issuance.

Compensation expense for all performance-based restricted stock units is recognized over the requisite service period when achievement of the performance condition is deemed probable, net of estimated forfeitures.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this guidance for the year ended February 2, 2025 and have applied it retrospectively to all prior periods presented in our Consolidated Financial Statements, which did not result in a change to our current or previously reported financial results.

The ASU is effective for fiscal years beginning after December 15, 2024.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

In November 2024, the FASB issued ASU 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses* and *ASU 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures*

*(Subtopic 220-40): Clarifying the Effective Date*.

| Basic | | | 64,574 | | | | | | 68,021 | | | | | | 74,272 | | |

| Diluted | | | 65,272 | | | | | | 69,100 | | | | | | 76,354 | | |

| Additional paid-in capital | | | 588,602 | | | | | | 573,117 | | |

| Balance at January 31, 2021 | | | 76,340 | | | | | | $ | 764 | | | | | $ | 638,375 | | | | | $ | 1,019,762 | | | | | $ | (7,117) | | | | | $ | (599) | | | | | $ | 1,651,185 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,126,337 | | | | | | — | | | | | | — | | | | | | 1,126,337 | | |

| Conversion/release of stock-based awards*1* | | | 745 | | | | | | 7 | | | | | | (103,742) | | | | | | — | | | | | | — | | | | | | (500) | | | | | | (104,235) | | |

| Repurchases of common stock | | | (5,103) | | | | | | (51) | | | | | | (26,806) | | | | | | (872,576) | | | | | | — | | | | | | — | | | | | | (899,433) | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (199,395) | | | | | | — | | | | | | — | | | | | | (199,395) | | |

| Repayment of long-term debt | | | — | | | | | | — | | | | | | (300,000) | | |

| Debt issuance costs | | | — | | | | | | — | | | | | | (778) | | |

| Cash and cash equivalents at beginning of year | | | 367,344 | | | | | | 850,338 | | | | | | 1,200,337 | | |

Williams-Sonoma, Inc. (“Company”, “we”, or “us”) is a specialty retailer of high-quality sustainable products for the home.

We are also proud to be a leader in our industry with our values-based culture and commitment to achieving our sustainability goals.

*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.

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

administrative ("SG&A") expenses.

During fiscal 2022, we recognized impairment charges of $15.6 million, which consisted of: (i) $3.3 million related to the impairment of property and equipment and $2.6 million related to the impairment of operating lease right-of-use assets resulting from underperforming stores in Australia and (ii) $9.7 million related to the impairment of property and equipment associated with Aperture due to these assets not being recoverable in light of projected future cash flows, all of which is recognized within SG&A.

During fiscal 2021, no impairment charges were recognized.

In fiscal 2021, we performed our 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.

We did not recognize any goodwill impairment in fiscal 2021.

We may use derivative financial instruments to hedge against foreign currency exchange rate fluctuations.

The assets or liabilities associated with our derivative financial instruments are recorded at fair value in either other current or long-term assets or other current or long-term liabilities.

The fair value of our foreign currency derivative instruments is measured using the income approach, whereby we use observable market data at the measurement date and standard valuation techniques to convert future amounts to a single present value amount.

These observable inputs include spot rates, forward rates, interest rates and credit derivative market rates (see Notes [L](#i4d491f2029984edea0e0ffd592ba9848_133) and [M](#i4d491f2029984edea0e0ffd592ba9848_136) for additional information).

For

items occur.

In March 2020, January 2021 and December 2022, the FASB issued accounting standards update ("ASU") 2020-04, *Reference Rate Reform* (Topic 848), ASU 2021-01, *Reference Rate Reform* (Topic 848), Scope and ASU 2022-06, *Reference Rate Reform* (Topic 848), *Deferral of the Sunset Date of Topic 848*, respectively.

Together, the ASUs are intended to ease the potential accounting and financial reporting burden of reference rate reform, including the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates.

The guidance provides optional expedients and scope exceptions for transactions if certain criteria are met.

These transactions include contract modifications, hedge accounting, and the sale or transfer of debt securities classified as held-to-maturity.

We may elect to apply the provisions of the new standard prospectively through December 31, 2024.

As of [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024.][added: February 2, 2025.]

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 [removed: January 28, 2024,] [added: February 2, 2025,] our internal control over financial reporting is effective.

There were no significant changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal [removed: 2023,] [added: 2024,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

During the fourth quarter of fiscal [removed: 2023,] [added: 2024,] 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.

*Immaterial Correction of Interim Condensed Consolidated Financial Statements*

In connection with our fiscal year-end close process, we identified that we did not timely record shrink losses for certain inventories not ultimately received, which also impacted our bonus accrual, in the first three quarters of fiscal 2024.

Therefore, our previously issued interim financial statements for the first three quarters of fiscal 2024 did not reflect these adjustments.

We have properly accounted for this matter in our fiscal 2024 annual Consolidated Financial Statements included in this Form 10-K.

Management evaluated the materiality of the above items based on an analysis of quantitative and qualitative factors and concluded they were not material to the interim periods of fiscal 2024, individually or in aggregate.

As a result, we plan to prospectively correct the relevant prior period Condensed Consolidated Financial Statements and related footnotes for these items in future filings.

The following tables reflect the effects of the correction on all affected line items of our previously reported Condensed Consolidated Statements of Earnings to be presented as comparative in the Forms 10-Q in fiscal 2025, a 52-week year, ending on February 1, 2026:

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

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

| | | | For the Thirteen Weeks Ended | | | | | | | | | | | | | | |

| *(Unaudited)* | | | April 28, 2024 | | | | | | | | | | | | | | |

| *(In thousands, except per share amounts)* | | | As previously reported | | | | | | Adjustments | | | | | | As corrected | | |

| Cost of goods sold | | | $ | 857,833 | | | | | $ | 7,347 | | | | | $ | 865,180 | |

| Gross profit | | | 802,515 | | | | | | (7,347) | | | | | | 795,168 | | |

| Selling, general and administrative expenses | | | 478,687 | | | | | | (631) | | | | | | 478,056 | | |

| Operating income | | | 323,828 | | | | | | (6,716) | | | | | | 317,112 | | |

| Earnings before income taxes | | | 339,881 | | | | | | (6,716) | | | | | | 333,165 | | |

| Income taxes | | | 74,215 | | | | | | (1,466) | | | | | | 72,749 | | |

| Net earnings | | | $ | 265,666 | | | | | $ | (5,250) | | | | | $ | 260,416 | |

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

| Basic earnings per share | | | $ | 2.07 | | | | | $ | (0.04) | | | | | $ | 2.03 | |

| Diluted earnings per share | | | $ | 2.03 | | | | | $ | (0.04) | | | | | $ | 1.99 | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

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

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

| | | | For the Thirteen Weeks Ended | | | | | | | | | | | | | | | | | | For the Twenty-six Weeks Ended | | | | | | | | | | | | | | |

| *(Unaudited)* | | | July 28, 2024 | | | | | | | | | | | | | | | | | | July 28, 2024 | | | | | | | | | | | | | | |

| *(In thousands, except per share amounts)* | | | As previously reported | | | | | | Adjustments | | | | | | As corrected | | | | | | As previously reported | | | | | | Adjustments | | | | | | As corrected | | |

| Cost of goods sold | | | $ | 961,981 | | | | | $ | 22,386 | | | | | $ | 984,367 | | | | | $ | 1,819,814 | | | | | $ | 29,733 | | | | | $ | 1,849,547 | |

| Gross profit | | | 826,326 | | | | | | (22,386) | | | | | | 803,940 | | | | | | 1,628,841 | | | | | | (29,733) | | | | | | 1,599,108 | | |

| Selling, general and administrative expenses | | | 536,410 | | | | | | (10,370) | | | | | | 526,040 | | | | | | 1,015,097 | | | | | | (11,001) | | | | | | 1,004,096 | | |

| Operating income | | | 289,916 | | | | | | (12,016) | | | | | | 277,900 | | | | | | 613,744 | | | | | | (18,732) | | | | | | 595,012 | | |

| Earnings before income taxes | | | 305,124 | | | | | | (12,016) | | | | | | 293,108 | | | | | | 645,005 | | | | | | (18,732) | | | | | | 626,273 | | |

| Income taxes | | | 79,379 | | | | | | (3,126) | | | | | | 76,253 | | | | | | 153,594 | | | | | | (4,592) | | | | | | 149,002 | | |

| Net earnings | | | $ | 225,745 | | | | | $ | (8,890) | | | | | $ | 216,855 | | | | | $ | 491,411 | | | | | $ | (14,140) | | | | | $ | 477,271 | |

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

| Basic earnings per share | | | $ | 1.76 | | | | | $ | (0.07) | | | | | $ | 1.69 | | | | | $ | 3.83 | | | | | $ | (0.11) | | | | | $ | 3.72 | |

| Diluted earnings per share | | | $ | 1.74 | | | | | $ | (0.07) | | | | | $ | 1.67 | | | | | $ | 3.78 | | | | | $ | (0.11) | | | | | $ | 3.67 | |

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

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

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_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,” [removed: and] “Corporate Governance — Audit and Finance [removed: Committee”] [added: Committee,” “Compensation Discussion and Analysis — Policies and Practices Related to the Grant of Certain Equity Awards Close] in [added: Time to the Release of Material Nonpublic Information,” and “Compensation Discussion and Analysis — Prohibition of Insider Trading, Hedging and Pledging Company Stock” in] our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after [removed: January 28, 2024] [added: February 2, 2025] (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: 4] [added: 3] — Ratification of [added: the] Selection of Independent Registered Public Accounting Firm — Deloitte Fees and Services” in our Proxy Statement.

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

| | | | | | | [Consolidated Statements of [removed: Earnings](#i4d491f2029984edea0e0ffd592ba9848_79)] [added: Earnings](#i7d74ac8ec79843249d5d4ef5fc75cb18_82)] | | | [removed: [45](#i4d491f2029984edea0e0ffd592ba9848_79)] [added: [46](#i7d74ac8ec79843249d5d4ef5fc75cb18_82)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i4d491f2029984edea0e0ffd592ba9848_82)] [added: Income](#i7d74ac8ec79843249d5d4ef5fc75cb18_85)] | | | [removed: [45](#i4d491f2029984edea0e0ffd592ba9848_82)] [added: [46](#i7d74ac8ec79843249d5d4ef5fc75cb18_85)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i4d491f2029984edea0e0ffd592ba9848_85)] [added: Sheets](#i7d74ac8ec79843249d5d4ef5fc75cb18_88)] | | | [removed: [46](#i4d491f2029984edea0e0ffd592ba9848_85)] [added: [47](#i7d74ac8ec79843249d5d4ef5fc75cb18_88)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i4d491f2029984edea0e0ffd592ba9848_88)] [added: Equity](#i7d74ac8ec79843249d5d4ef5fc75cb18_91)] | | | [removed: [47](#i4d491f2029984edea0e0ffd592ba9848_88)] [added: [48](#i7d74ac8ec79843249d5d4ef5fc75cb18_91)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i4d491f2029984edea0e0ffd592ba9848_91)] [added: Flows](#i7d74ac8ec79843249d5d4ef5fc75cb18_94)] | | | [removed: [48](#i4d491f2029984edea0e0ffd592ba9848_91)] [added: [49](#i7d74ac8ec79843249d5d4ef5fc75cb18_94)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i4d491f2029984edea0e0ffd592ba9848_94)] [added: Statements](#i7d74ac8ec79843249d5d4ef5fc75cb18_97)] | | | [removed: [49](#i4d491f2029984edea0e0ffd592ba9848_94)] [added: [50](#i7d74ac8ec79843249d5d4ef5fc75cb18_97)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i4d491f2029984edea0e0ffd592ba9848_142)] [added: Firm](#i7d74ac8ec79843249d5d4ef5fc75cb18_145)] | | | [removed: [68](#i4d491f2029984edea0e0ffd592ba9848_142)] [added: [68](#i7d74ac8ec79843249d5d4ef5fc75cb18_145)] | | |

| (a) | | | (3) | | | Exhibits: The exhibits listed in the below Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form [removed: 10-K] [added: 10-K.] | | | | | |

| (b) | | | | | | Exhibits: The exhibits listed in the below Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form [removed: 10-K] [added: 10-K.] | | | | | |

| [removed: 3.2] [added: 3.3] | | | [Amended and Restated [removed: Bylaws of Williams-Sonoma, Inc., 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)] [added: Bylaws](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)[, effective](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [September 25, 202](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)[4](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)] [(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission [removed: on 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] [added: on](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [September 27, 202](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)[4,](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm) [File] No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000119312520164672/d887906dex31.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828024041493/amendedandrestatedbylawsof.htm)] | | |

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

| 10.7+ | | | [Williams-Sonoma, Inc. 2021 Incentive Bonus Plan, as [removed: amended (incorporated] [added: amended](https://www.sec.gov/Archives/edgar/data/0000719955/000071995521000007/exhibit101fy2021q12021ince.htm) [(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: 10.10+] [added: 97.1+] | | | [Williams-Sonoma, Inc. [removed: Director] Compensation [removed: Policy] [added: Recovery Policy, effective October 2, 2023] (incorporated by reference to Exhibit [removed: 10.2] [added: 97.1] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: period] [added: fiscal year] ended [removed: August 1, 2021] [added: January 28, 2024] as filed with the Commission on [removed: September 9, 2021,] [added: March 20, 2024,] File No. [removed: 001-14077)](https://www.sec.gov/Archives/edgar/data/0000719955/000162828021018335/exhibit102williams-sonomax.htm)] [added: 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit971williams-sonomai.htm)] | | |

| 10.19+ | | | [Amended and Restated 2012 EVP Level Management Retention Plan](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) [added: [(](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[incorporated by reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[8](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) [to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 20](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[22](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm) [as filed with the Commission on M](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[arch 28, 2022](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)[, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828022007494/exhibit1018evpmanagementre.htm)] | | |

| 21.1* | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit211fy2023subsidiari.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit211fy2024subsidiari.htm)] | | |

| 23.1* | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit231fy2023consentofi.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit231fy2024consentofi.htm)] | | |

| [removed: 97.1+*] [added: 10.10+*] | | | [Williams-Sonoma, Inc. [added: Director] Compensation [removed: Recovery Policy, effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/719955/000162828024012221/exhibit971williams-sonomai.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit1010williams-sonoma.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/719955/000162828024012221/exhibit311fy202310kceocert.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit311fy202410kceocert.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/719955/000162828024012221/exhibit312fy202310kcfocert.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit312fy202410kcfocert.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/719955/000162828024012221/exhibit321fy202310kceocert.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit321fy202410kceocert.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/719955/000162828024012221/exhibit322fy202310kcfocert.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit322fy202410kcfocert.htm)] | | |

| 101* | | | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended [removed: January 28, 2024,] [added: February 2, 2025,] 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 | | |

| 104* | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted under Exhibit [removed: 101).] [added: 101)] | | |

[removed: | + | | |] [added: \+] Indicates a management contract or compensatory plan or arrangement. [removed: | | |]

| 3.2 | | | [Certificate of Amendment of the Amended and Restated Certificate](https://www.sec.gov/Archives/edgar/data/719955/000162828024026073/exhibit31certificateofamen.htm) [of Incorporation](https://www.sec.gov/Archives/edgar/data/719955/000162828024026073/exhibit31certificateofamen.htm)[, effective May 29, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on May 31, 2024, File No. 001-14077)](https://www.sec.gov/Archives/edgar/data/719955/000162828024026073/exhibit31certificateofamen.htm) | | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

| 19.1* | | | [Williams-Sonoma, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/719955/000162828025015037/exhibit191williams-sonomai.htm) | | |

| | | | | | |

| | | | | | |

| | | | | | |

* Filed herewith

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

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

| * | | | Filed herewith. | | |

[Table [removed: of](#i4d491f2029984edea0e0ffd592ba9848_10) [Contents](#i4d491f2029984edea0e0ffd592ba9848_10)][added: of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)]

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | By | | | | | | /S/ LAURA ALBER | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ SCOTT DAHNKE | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ LAURA ALBER | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ JEFFREY E. HOWIE | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ JEREMY BROOKS | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ ANNE FINUCANE | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ ESI EGGLESTON BRACEY | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ FRITS VAN PAASSCHEN | | |

| Date: March [removed: 20, 2024] [added: 26, 2025] | | | | | | /s/ WILLIAM READY | | |

[Table of](#i7d74ac8ec79843249d5d4ef5fc75cb18_10) [Contents](#i7d74ac8ec79843249d5d4ef5fc75cb18_10)

| Date: March 26, 2025 | | | | | | /s/ ANDREW CAMPION | | |

| | | | | | | Andrew Campion | | |

| Date: March 26, 2025 | | | | | | /s/ ARIANNA HUFFINGTON | | |

| | | | | | | Arianna Huffington | | |

| | | | | | | | | |

| | | | | | | Director | | |

| Date: March 20, 2024 | | | | | | /s/ PAULA PRETLOW | | |

| | | | | | | Paula Pretlow | | |