Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or are proven incorrect, could cause our business and results of operations to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include statements related to: the continuing impact of the COVID-19 pandemic on our business, results of operations and financial condition; our revenue growth; expanding our sales and operating margin; supply chain challenges; backorder levels; our strategic initiatives; our beliefs regarding customer behavior and industry trends; our merchandise strategies; our growth strategies for our brands; our beliefs regarding the resolution of current lawsuits, claims and proceedings; our stock repurchase program; our expectations regarding our cash flow hedges and foreign currency risks; our planned use of cash, including our commitment to continue or increase quarterly dividend payments; our future compliance with the financial covenants contained in our credit facility; our belief that our cash on-hand, in addition to our available credit facility, will provide adequate liquidity for our business operations over the next 12 months; our beliefs regarding our exposure to foreign currency exchange rate fluctuations; and our beliefs regarding seasonal patterns associated with our business, as well as statements of belief and statements of assumptions underlying any of the foregoing. You can identify these and other forward-looking statements by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology. 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 this document and our Annual Report on Form 10-K for the year ended January 31, 2021, and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

OVERVIEW

Williams-Sonoma, Inc. is a specialty retailer of high-quality sustainable products for the home. Our products, representing distinct merchandise strategies – Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, and Mark and Graham – are marketed through e-commerce websites, direct-mail catalogs and retail stores. These brands are also part of The Key Rewards, our free-to-join loyalty program that offers members exclusive benefits across the Williams-Sonoma family of brands. We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, offer international shipping to customers 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. We are also proud to be a leader in the industry with our Environmental, Social and Governance efforts.

The following discussion and analysis of financial condition, results of operations, and liquidity and capital resources for the thirteen weeks ended October 31, 2021 (“third quarter of fiscal 2021”), as compared to the thirteen weeks ended November 1, 2020 (“third quarter of fiscal 2020”) and the thirty-nine weeks ended October 31, 2021 (“year-to-date fiscal 2021”), as compared to the thirty-nine weeks ended November 1, 2020 (“year-to-date fiscal 2020”), should be read in conjunction with our Condensed Consolidated Financial Statements and the notes thereto. All explanations of changes in operational results are discussed in order of magnitude.

COVID-19

In March 2020, we announced the temporary closures of all of our retail store operations to protect our employees, customers and the communities in which we operate and to help contain the COVID-19 pandemic. As of October 31, 2021, all of our stores have reopened for in-person shopping. However, we have experienced, and expect to continue to experience, delays in inventory receipts, increased raw material costs and higher shipping-related charges as a result of port slowdowns and congestion, as well as shipping container shortages, due in part to the impact from COVID-19.

Third Quarter of Fiscal 2021 Financial Results

Net revenues in the third quarter of fiscal 2021 increased by $283,003,000 or 16.0%, compared to the third quarter of fiscal 2020, with comparable brand revenue growth of 16.9% and growth in all brands. This was primarily driven by strength in both e-commerce and retail, primarily due to an increase in furniture sales, as well as the impact of stores operating at a limited capacity due to COVID-19 during the third quarter of fiscal 2020. The increase in net revenues also included a 6.9% increase in international revenues primarily related to our franchise operations. On a two-year basis, comparable brand revenues increased 41.3%.

For the third quarter of fiscal 2021, we delivered comparable brand revenue growth of 16.9%. In West Elm, comparable brand revenue growth was 22.5%, with all categories driving growth. The upholstery business was strong, and customers responded well to new products, including bedroom, dining and occasional categories. Additionally, new categories such as bath, kids, and kitchen contributed to incremental growth. Pottery Barn, our largest brand, delivered 15.9% comparable brand revenue growth during the quarter driven by strong growth in all product categories, including our seasonal decorating business. In addition, we saw strength across our core lifestyle furniture category, our design services, and our furniture-advantaged growth initiatives such as apartment and our curated market-place assortments. The Williams Sonoma brand delivered comparable brand revenue growth of 7.6%, with growth across all key categories driven primarily by product innovation, edited and relevant assortments, and high demand for Thanksgiving and Holiday products. Both our exclusive and Williams Sonoma branded products continued to grow, and we saw strength in key entertaining items. In our Pottery Barn Kids and Teen businesses, we saw comparable brand revenue growth of 16.9% during the quarter. The demand for our GREENGUARD GOLD furniture remained strong, our baby business continued to accelerate as our customers expanded their families, and the response to our holiday and gifting offerings was strong. Finally, our emerging brands Rejuvenation and Mark and Graham, combined accelerated to 26.5% comparable brand revenue growth.

As of October 31, 2021, we had approximately $656,898,000 in cash and generated positive operating cash flow of $788,339,000 year-to-date. In addition to our strong cash balance, we also ended the quarter with no outstanding borrowings under our revolving line of credit. This strong liquidity position allowed us to fund the operations of the business by investing over $141,010,000 in capital expenditures year-to-date, and to provide shareholder returns of approximately $787,900,000 year-to-date through share repurchases and dividends.

For the third quarter of fiscal 2021, diluted earnings per share was $3.29 (which included a $0.03 impact related to acquisition-related compensation expense and amortization of acquired intangibles of Outward, Inc.), versus $2.54 in the third quarter of fiscal 2020 (which included a $0.02 impact related to acquisition-related compensation expense and amortization of acquired intangibles of Outward, Inc.).

L**ooking Ahead

Looking forward to the balance of the year, we believe we will continue to see strong sales and operating margins. We believe the favorable macro trends and our operating model, which includes our key differentiators – our in-house design, our digital-first channel strategy, and our values, will set us apart from our competition and allow us to drive long-term growth and profitability. However, we continue to experience stronger than expected demand across all brands, as well as various supply chain disruptions and delays in inventory receipts, particularly in Vietnam. It is hard to predict with certainty when these supply chain challenges will be fully resolved. This, combined with our strong demand, we expect will cause backorder levels to remain elevated and we do not expect full recovery of our inventory levels until the middle of fiscal year 2022. For more information on risks, please see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

NET REVENUES

Net revenues primarily consist of sales of merchandise to our customers through our e-commerce websites, direct mail catalogs, and at our retail stores and include shipping fees received from customers for delivery of merchandise to their homes. Our revenues also include sales to our franchisees and wholesale customers, breakage income related to our stored-value cards, and incentives received from credit card issuers in connection with our private label and co-branded credit cards.

Net revenues in the third quarter of fiscal 2021 increased by $283,003,000 or 16.0%, compared to the third quarter of fiscal 2020, with comparable brand revenue growth of 16.9% and growth in all brands. This was primarily driven by strength in both e-commerce and retail, primarily due to an increase in furniture sales, as well as the impact of stores operating at a limited capacity due to COVID-19 during the third quarter of fiscal 2020. The increase in net revenues also included a 6.9% increase in international revenues primarily related to our franchise operations. On a two-year basis, comparable brand revenues increased 41.3%.

Net revenues for year-to-date fiscal 2021 increased by $1,254,391,000, or 27.9%, compared to year-to-date fiscal 2020, with comparable brand revenue growth of 27.7% and double-digit comparable brand revenue growth across all our brands. This was primarily driven by strength in both e-commerce and retail, primarily due to an increase in furniture sales, as well as the impact of stores operating at a limited capacity due to COVID-19 during year-to-date fiscal 2020. The increase in net revenues also included a 40.6% increase in international revenues primarily related to our franchise and company-owned operations. On a two-year basis, comparable brand revenues increased 40.8%.

Comparable Brand Revenue

Comparable brand revenue includes comparable store sales and e-commerce sales, including through our direct mail catalogs, as well as shipping fees, sales returns and other discounts associated with current period sales. Comparable stores are typically defined as permanent stores where gross square footage did not change by more than 20% in the previous 12 months and which have been open for at least 12 consecutive months without closure for seven or more consecutive days. Comparable stores that were temporarily closed due to COVID-19 were not excluded from the comparable stores calculation. Outlet comparable store net revenues are included in their respective brands. Sales to our international franchisees are excluded from comparable brand revenue as their stores and e-commerce websites are not operated by us. Sales from certain operations are also excluded until such time that we believe those sales are meaningful to evaluating their performance. Additionally, comparable brand revenue growth for newer concepts is not separately disclosed until such time that we believe those sales are meaningful to evaluating the performance of the brand.

			Thirteen Weeks Ended						Thirty-nine Weeks Ended
Comparable brand revenue growth			October 31, 2021			November 1, 2020			October 31, 2021			November 1, 2020
Pottery Barn			15.9		%	24.1		%	27.5		%	10.9		%
West Elm			22.5		%	21.8		%	39.5		%	11.4		%
Williams Sonoma			7.6		%	30.4		%	15.1		%	21.9		%
Pottery Barn Kids and Teen			16.9		%	23.8		%	20.2		%	12.7		%
Total 1			16.9		%	24.4		%	27.7		%	13.1		%

1 Total comparable brand revenue growth includes the results of Rejuvenation and Mark and Graham.

STORE DATA

			Store Count 1																														Average Leased Square Footage Per Store
			August 1, 2021						Openings						Closings						October 31, 2021						November 1, 2020						October 31, 2021						November 1, 2020
Williams Sonoma			196						—						(2)						194						210						6,800						6,800
Pottery Barn			195						—						—						195						201						14,500						14,400
West Elm			123						1						(3)						121						122						13,100						13,100
Pottery Barn Kids			57						—						—						57						71						7,800						7,800
Rejuvenation			10						—						—						10						10						8,700						8,500
Total			581						1						(5)						577						614						10,900						10,700
Store selling square footage at period-end																																	3,978,000						4,143,000
Store leased square footage at period-end																																	6,263,000						6,569,000

1**Store count data does not reflect temporary closures due to COVID-19.

COST OF GOODS SOLD

			Thirteen Weeks Ended																								Thirty-nine Weeks Ended
In thousands			October 31, 2021						% Net Revenues						November 1, 2020						% Net Revenues						October 31, 2021						% Net Revenues						November 1, 2020						% Net Revenues
Cost of goods sold 1			$	1,152,054					56.3		%				$	1,058,953					60.0		%				$	3,238,181					56.4		%				$	2,819,471					62.8		%

1**Includes total occupancy expenses of $183.1 million and $174.2 million for the third quarter of fiscal 2021 and the third quarter of fiscal 2020, respectively, and $534.8 million and $515.3 million for year-to-date fiscal 2021 and year-to-date fiscal 2020, respectively.

Cost of goods sold includes cost of goods, occupancy expenses and shipping costs. Cost of goods consists of cost of merchandise, inbound freight expenses, freight-to-store expenses and other inventory related costs such as replacements, damages, obsolescence and shrinkage. Occupancy expenses consist of rent, depreciation and other occupancy costs, including common area maintenance, property taxes and utilities. Shipping costs consist of third-party delivery services and shipping materials.

Our classification of expenses in cost of goods sold may not be comparable to other public companies, as we do not include non-occupancy related costs associated with our distribution network in cost of goods sold. These costs, which include distribution network employment, third-party warehouse management and other distribution related administrative expenses, are recorded in selling, general and administrative expenses.

Third Quarter of Fiscal 2021 vs. Third Quarter of Fiscal 2020

Cost of goods sold increased by $93,101,000, or 8.8%, in the third quarter of fiscal 2021, compared to the third quarter of fiscal 2020. Cost of goods sold as a percentage of net revenues decreased to 56.3% in the third quarter of fiscal 2021 from 60.0% in the third quarter of fiscal 2020. This decrease was primarily driven by higher merchandise margins from reduced promotional activity and the leverage of occupancy costs from higher sales and low occupancy dollar growth, partially offset by higher ocean freight rates as a result of container shortages coming out of Asia.

Year-to-date Fiscal 2021 vs. Year-to-date Fiscal 2020

Cost of goods sold increased by $418,710,000, or 14.9%, for year-to-date fiscal 2021, compared to year-to-date fiscal 2020. Cost of goods sold as a percentage of net revenues decreased to 56.4% for year-to-date fiscal 2021 from 62.8% for year-to-date fiscal 2020. This decrease was primarily driven by higher selling margins from reduced promotional activity and the leverage of occupancy costs from higher sales and low occupancy dollar growth, as well as inventory write-offs of approximately $11,378,000 from the closure of our outlet stores due to COVID-19 in the first quarter of fiscal 2020 that did not recur in fiscal 2021.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

			Thirteen Weeks Ended																								Thirty-nine Weeks Ended
In thousands			October 31, 2021						% Net Revenues						November 1, 2020						% Net Revenues						October 31, 2021						% Net Revenues						November 1, 2020						% Net Revenues
Selling, general and administrative expenses			$	565,218					27.6		%				$	430,979					24.4		%				$	1,578,182					27.5		%				$	1,162,435					25.9		%

Selling, general and administrative expenses consist of non-occupancy related costs associated with our retail stores, distribution and manufacturing facilities, customer care centers, supply chain operations (buying, receiving and inspection) and corporate administrative functions. These costs include employment, advertising, third party credit card processing and other general expenses.

Third Quarter of Fiscal 2021 vs. Third Quarter of Fiscal 2020

Selling, general and administrative expenses increased by $134,239,000, or 31.1%, in the third quarter of fiscal 2021, compared to the third quarter of fiscal 2020. Selling, general and administrative expenses as a percentage of net revenues increased to 27.6% in the third quarter of fiscal 2021 from 24.4% in the third quarter of fiscal 2020. This increase was primarily driven by significantly reduced advertising costs in the third quarter of fiscal 2020 as a result of our financial response to COVID-19 and an incremental investment in highly efficient advertising in the third quarter of fiscal 2021.

Year-to-date Fiscal 2021 vs. Year-to-date Fiscal 2020

Selling, general and administrative expenses increased by $415,747,000, or 35.8%, for year-to-date fiscal 2021, compared to year-to-date fiscal 2020. Selling, general and administrative expenses as a percentage of net revenues increased to 27.5% for year-to-date fiscal 2021 from 25.9% for year-to-date fiscal 2020. This increase was primarily driven by significantly reduced advertising costs for year-to-date fiscal 2020 as a result of our financial response to COVID-19 and an incremental investment in highly efficient advertising for year-to-date fiscal 2021. This increase was partially offset by the leverage of employment costs and other general expenses from higher sales and overall cost discipline, as well as store asset impairment charges of approximately $21,975,000 due to the impact of COVID-19 on our retail stores in year-to-date fiscal 2020 that did not recur in year-to-date fiscal 2021.

INCOME TAXES

The effective tax rate was 21.9% for year-to-date fiscal 2021 compared to 24.8% for year-to-date fiscal 2020. The decrease in the effective tax rate is primarily due to an increase in our excess tax benefit from stock-based compensation in fiscal 2021 compared to fiscal 2020.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2021, we held $656,898,000 in cash and cash equivalents, the majority of which was held in interest-bearing demand deposit accounts and money market funds, and of which $132,093,000 was held by our international subsidiaries. As is consistent within our industry, our cash balances are seasonal in nature, with the fourth quarter historically representing a significantly higher level of cash than other periods.

For the remainder of fiscal 2021, we plan to use our cash resources to fund our inventory and inventory-related purchases, employment-related costs, stock repurchases and dividend payments, advertising and marketing initiatives, and property and equipment purchases.

In addition to our cash balances, we have a credit facility which provides for a $500,000,000 unsecured revolving line of credit (“revolver”). The revolver may be used to borrow revolving loans or to request the issuance of letters of credit. We may, upon notice to the administrative agent, request existing or new lenders to increase the revolver by up to $250,000,000, at such lenders’ option, to provide for a total of $750,000,000 of unsecured revolving credit. In September 2021, we entered into an amendment to our credit facility (the "Amended Credit Agreement"), which extended the maturity date of the revolver to September 30, 2026 and removed the $300,000,000 term loan component available under the existing credit facility, which was fully repaid in February 2021. The Amended Credit Agreement maintains the interest rate of the revolver.

During the third quarter of fiscal 2021, we had no borrowings under the revolver. Additionally, as of October 31, 2021, a total of $11,919,000 in issued but undrawn standby letters of credit was outstanding under the credit facility. The standby letters of credit were primarily issued to secure the liabilities associated with workers’ compensation and other insurance programs.

The credit facility contains certain restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio (funded debt adjusted for lease and rent expense to earnings before interest, income tax, depreciation, amortization and rent expense), and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of assets. As of October 31, 2021, we were in compliance with our financial covenants under the credit facility and, based on our current projections, we expect to remain in compliance with the covenants under our credit facility throughout the next 12 months. We believe our cash on hand, in addition to our available credit facility, will provide adequate liquidity for our business operations over the next 12 months.

Letter of Credit Facilities

On August 22, 2021, we renewed all three of our letter of credit facilities on substantially similar terms for a total of $35,000,000. We also extended each facility's maturity date until August 22, 2022. The letter of credit facilities contain covenants that are consistent with our credit facility. Interest on unreimbursed amounts under the letter of credit facilities accrues at a base rate as defined in the credit facility, plus an applicable margin based on our leverage ratio. As of October 31, 2021, an aggregate of $7,542,000 was outstanding under the letter of credit facilities, which represents only a future commitment to fund inventory purchases to which we had not taken legal title. The latest expiration date possible for any future letters of credit issued under the facilities is January 19, 2023.

Cash Flows from Operating Activities

For year-to-date fiscal 2021, net cash provided by operating activities was $788,339,000 compared to $726,628,000 for year-to-date fiscal 2020. For year-to-date fiscal 2021, net cash provided by operating activities was primarily attributable to net earnings adjusted for non-cash items and an increase in accounts payable and gift card and other deferred revenue, partially offset by an increase in merchandise inventories. Net cash provided by operating activities for year-to-date fiscal 2021 increased compared to year-to-date fiscal 2020 primarily due to an increase in net earnings, partially offset by an increase in merchandise inventories and an increase in income taxes paid.

Cash Flows from Investing Activities

For year-to-date fiscal 2021, net cash used in investing activities was $140,913,000 compared to $124,379,000 for year-to-date fiscal 2020, and was primarily attributable to purchases of property and equipment.

Cash Flows from Financing Activities

For year-to-date fiscal 2021, net cash used in financing activities was $1,191,159,000 compared to net cash used in financing activities of $260,009,000 for year-to-date fiscal 2020. For year-to-date fiscal 2021, net cash used in financing activities was primarily attributable to repurchases of common stock, the repayment of our term loan and payment of dividends. Net cash used in financing activities for year-to-date fiscal 2021 increased compared to year-to-date fiscal 2020 primarily due to an increase in repurchases of common stock and the repayment of our term loan in year-to-date fiscal 2021.

Stock Repurchase Program and Dividends

See Note G to our Condensed Consolidated Financial Statements, Stock Repurchase Program and Dividends, within Item 1 of this Quarterly Report on Form 10-Q for further information.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. These estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ significantly from these estimates. During the third quarter

of fiscal 2021, there were no significant changes to the critical accounting policies discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

Seasonality

Our business is subject to substantial seasonal variations in demand. Historically, a significant portion of our revenues and net earnings have been realized during the period from October through January, and levels of net revenues and net earnings have typically been lower during the period from February through September. We believe this is the general pattern associated with the retail industry. In preparation for and during our holiday selling season, we hire a substantial number of additional temporary employees, primarily in our retail stores, customer care centers and distribution facilities.

Contractual Obligations, Commitments, Contingencies and Off-balance Sheet Arrangements

There were no material changes during the quarter to the Company’s contractual obligations, commitments, contingencies and off-balance sheet arrangements that are described in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021, which is incorporated herein by reference.