8-K

WILLIAMS SONOMA INC (WSM)

8-K 2022-03-16 For: 2022-03-16
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Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2022

Williams-Sonoma, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-14077 94-2203880
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)

3250 Van Ness Avenue, San Francisco, California 94109

(Address of principal executive offices)

Registrant’s telephone number, including area code (415) 421-7900

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class: Trading <br>Symbol(s): Name of each exchange<br>on which registered:
Common Stock, par value $.01 per share WSM New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02.    Results of Operations and Financial Condition

On March 16, 2022, the Company issued a press release announcing the Company’s financial results for its fourth quarter and fiscal year ended January 30, 2022. A copy of the Company’s press release is attached as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

Item 8.01.    Other Events

On March 16, 2022, the Company issued a press release announcing that its Board of Directors authorized a 10% increase in the Company’s quarterly cash dividend and also approved a new $1.5 billion share repurchase authorization, which supersedes the remaining outstanding under the Company’s current share repurchase authorization. A copy of the Company’s press release is attached as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) List of Exhibits:
99.1 Press Release dated March 16, 2022 titled Williams-Sonoma, Inc. announces record fourth quarter and fiscal year 2021 results; Q4 GAAP EPS of $5.41; non-GAAP EPS of $5.42, growing 37% over last year; Q4 comparable brand revenue growth of 10.8% with 21.0% GAAP operating margin; FY21 comparable brand revenue growth accelerates to 22.0%, a 39.0% 2YR comp; FY21 GAAP operating margin of 17.6%; non-GAAP operating margin of 17.7% expanding 350bps; Reiterates long-term outlook.
99.2 Press Release dated March 16, 2022 titled Williams-Sonoma, Inc. announces a 10% quarterly dividend increase and a new $1.5 billion stock repurchase authorization.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WILLIAMS-SONOMA, INC.
Date: March 16, 2022 By: /s/ Julie Whalen
Julie Whalen
Chief Financial Officer

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Exhibit 99.1

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Williams-Sonoma, Inc. announces record fourth quarter and fiscal year 2021 results

Q4 GAAP EPS of $5.41; non-GAAP EPS of $5.42, growing 37% over last year

Q4 comparable brand revenue growth of 10.8% with 21.0% GAAP operating margin

FY21 comparable brand revenue growth accelerates to 22.0%, a 39.0% 2YR comp

FY21 GAAP operating margin of 17.6%; non-GAAP operating margin of 17.7% expanding 350bps

Reiterates long-term outlook

San Francisco, CA, March 16, 2022 – Williams-Sonoma, Inc. (NYSE: WSM), the world’s largest digital-first, design-led and sustainable home retailer, today announced operating results for the fourth fiscal quarter (“Q4 21”) and fiscal year 2021 ("FY 21") ended January 30, 2022.

“We are thrilled to deliver a strong finish to fiscal 2021, driving record results, with Q4 comps of 10.8% and operating margin expansion of 310 basis points. These results reflect the resilience in our business model, as we successfully navigated unprecedented challenges within the supply chain, material and labor shortages, and capacity limitations from our incredible consumer demand. This resilience, coupled with continued execution in our growth initiatives, fueled an annual comp of 22%; operating margin expansion of 350 basis points; and EPS growth of 64% to $14.85 per share,” said Laura Alber, President and Chief Executive Officer.

Alber concluded, “We are immensely proud of our accomplishments, our record fiscal year results, and the outstanding work of our team. I am confident that we will continue to raise the bar and extend this momentum in fiscal 2022.”

FOURTH QUARTER 2021

•Comparable brand revenue growth of 10.8%, including West Elm at 18.3%, Pottery Barn accelerating to 16.2%, and Williams Sonoma at 4.5% on top of 26.2% last year

•Gross margin of 45.0%, expanding 290bps driven by higher year-over-year merchandise margins as well as occupancy leverage of approximately 20bps; occupancy costs were $193 million

•Operating margin of 21.0%; GAAP operating margin expansion of 350bps; non-GAAP operating margin expansion of 310bps

•GAAP diluted EPS of $5.41 and non-GAAP diluted EPS of $5.42 increasing 37% over last year

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FISCAL YEAR 2021

•Comparable brand revenue growth accelerated to 22.0%, with double-digit comparable revenue growth in all brands, including West Elm at 33.1%, Pottery Barn at 23.9%, Pottery Barn Kids and Teen at 11.6%, and Williams Sonoma at 10.5%

•Gross margin of 44.0%; GAAP gross margin expansion of 510bps; non-GAAP gross margin expansion of 500bps

•GAAP operating margin of 17.6%, expanding approximately 420bps; non-GAAP operating margin of 17.7%, expanding approximately 350bps to an all-time high

•GAAP diluted EPS of $14.75; non-GAAP diluted EPS of $14.85, or 64% higher than last year

•Return on invested capital ("ROIC") of 57.9%, compared to 38.1% last year, driven by record earnings and inventory optimization (See Exhibit 1)

•Strong returns to shareholders of nearly $1.1 billion through $188 million in dividends and nearly $900 million in additional share repurchases

•Maintained a strong liquidity position of $850 million in cash, and over $1 billion in operating cash flow, enabling the company to authorize an increase in its quarterly dividend and a new stock repurchase authorization of $1.5 billion, as announced in a separate press release today

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OUTLOOK

Fiscal Year 2022 and Long-Term

Given the ongoing strength of our business as we enter fiscal year 2022, the continued success of our new initiatives, and our competitive advantages that are rooted in our key differentiators (our in-house design, our digital-first channel strategy, and our values), we are planning for our fiscal year 2022 financial performance to be in line with our long-term financial guidance of mid-to-high single digit annual net revenue growth, increasing revenues to $10 billion by fiscal year 2024, and operating margins relatively in-line with our fiscal year 2021 operating margin.

CONFERENCE CALL AND WEBCAST INFORMATION

Williams-Sonoma, Inc. will host a live conference call today, March 16, 2022, at 2:00 P.M. (PT). The call, hosted by Laura Alber, President and Chief Executive Officer, will be open to the general public via live webcast and can be accessed at http://ir.williams-sonomainc.com/events. A replay of the webcast will be available at http://ir.williams-sonomainc.com/events.

CONTACT INFORMATION

Julie Whalen – EVP, Chief Financial Officer – (415) 616 8524

Jeremy Brooks – SVP, Chief Accounting Officer & Head of IR – (415) 616 8571

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SEC REGULATION G — NON-GAAP INFORMATION

This press release includes non-GAAP financial measures. Exhibit 1 provides reconciliations of these non-GAAP financial measures to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We have not provided a reconciliation of non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis due to the potential variability and limited visibility of excluded items; these excluded items may include expenses related to the impact of inventory write-offs, the acquisition of Outward, Inc., asset impairment charges, and income tax benefit associated with non-recurring tax adjustments. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide meaningful supplemental information for investors regarding the performance of our business and facilitate a meaningful evaluation of current period performance on a comparable basis with prior periods. Our management uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. In addition, certain other items may be excluded from non-GAAP financial measures when the company believes this provides greater clarity to management and investors. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for or superior to the GAAP financial measures presented in this press release and our financial statements and other publicly filed reports. Non-GAAP measures as presented herein may not be comparable to similarly titled measures used by other companies.

FORWARD-LOOKING STATEMENTS

This press release 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 results to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include, among other things, statements in the quotes of our President and Chief Executive Officer, our fiscal year 2022 outlook and long-term financial targets, and statements regarding our growth strategies and macro trends.

The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include: continuing changes in general economic conditions, and the impact on consumer confidence and consumer spending; the continuing impact of the coronavirus on our global supply chain, retail store operations and customer demand; labor and material shortages; the impact of inflation on consumer spending; new interpretations of or changes to current accounting rules; our ability to anticipate consumer preferences and buying trends; dependence on timely introduction and customer acceptance of our merchandise; changes in consumer spending based on weather, political, competitive and other conditions beyond our control; delays in store openings; competition from companies with concepts or products similar to ours; timely and effective sourcing of merchandise from our foreign and domestic vendors and delivery of merchandise through our supply chain to our stores and customers; effective inventory management; our ability to manage customer returns; successful catalog management, including timing, sizing and merchandising; 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 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; and other risks and uncertainties described more fully in our public announcements, reports to stockholders and other documents filed with or furnished to the SEC, including our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 and all subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. We have not filed our Form 10-K for the fiscal year ended January 30, 2022. As a result, all financial results described here should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates that are identified prior to the time we file the Form 10-K. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

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ABOUT WILLIAMS-SONOMA, INC.

Williams-Sonoma, Inc. is the world’s largest digital-first, design-led and sustainable home retailer. The company’s 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 our industry with our Environmental, Social and Governance (“ESG”) efforts. Our company is Good By Design — we’ve deeply ingrained sustainability into our business. From our factories to your home, we are united in a shared purpose to care for our people and our planet.

For more information on our ESG efforts, please visit: https://sustainability.williams-sonomainc.com/

WSM-IR

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Condensed Consolidated Statements of Earnings (unaudited)

For the Quarter Ended
January 30, 2022 January 31, 2021
(In thousands, except per share amounts) % of<br>Revenues % of<br>Revenues
Net revenues 100 % 100 %
Cost of goods sold 1,375,792 55.0 1,327,449 57.9
Gross profit 1,125,237 45.0 965,224 42.1
Selling, general and administrative expenses 600,665 24.0 563,137 24.6
Operating income 524,572 21.0 402,087 17.5
Interest (income) expense, net (89) 2,264 0.1
Earnings before income taxes 524,661 21.0 399,823 17.4
Income taxes 121,720 4.9 90,868 4.0
Net earnings 16.1 % 13.5 %
Earnings per share (EPS):
Basic
Diluted
Shares used in calculation of EPS:
Basic 72,494 76,507
Diluted 74,503 78,845

All values are in US Dollars.

4th Quarter Net Revenues and Comparable Brand Revenue Growth (Decline) by Concept*
Net Revenues<br><br>(In millions) Comparable Brand Revenue<br>Growth (Decline)
Q4 21 Q4 20 Q4 21 Q4 20
Pottery Barn $ 921 $ 799 16.2 % 25.7 %
West Elm 598 511 18.3 25.2
Williams Sonoma 552 540 4.5 26.2
Pottery Barn Kids and Teen 314 340 (6.1) 25.7
Other** 116 103 N/A N/A
Total $ 2,501 $ 2,293 10.8 % 25.7 %
* See the Company’s 10-K and 10-Q filings for the definition of comparable brand revenue, which is calculated on a 13-week basis for Q4 2021 and Q4 2020. Comparable stores that were temporarily closed due to COVID-19 were not excluded from the comparable stores calculation.<br><br>** Primarily consists of net revenues from Rejuvenation, our international franchise operations and Mark and Graham.

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Condensed Consolidated Statements of Earnings (unaudited)

For the Fiscal Year Ended
January 30, 2022 January 31, 2021
(In thousands, except per share amounts) % of<br>Revenues % of<br>Revenues
Net revenues 100 % 100 %
Cost of goods sold 4,613,973 56.0 4,146,920 61.1
Gross profit 3,631,963 44.0 2,636,269 38.9
Selling, general and administrative expenses 2,178,847 26.4 1,725,572 25.4
Operating income 1,453,116 17.6 910,697 13.4
Interest expense, net 1,865 16,231 0.2
Earnings before income taxes 1,451,251 17.6 894,466 13.2
Income taxes 324,914 3.9 213,752 3.2
Net earnings 13.7 % 10.0 %
Earnings per share (EPS):
Basic
Diluted
Shares used in calculation of EPS:
Basic 74,272 77,260
Diluted 76,354 79,055

All values are in US Dollars.

Fiscal Year Net Revenues and Comparable Brand Revenue Growth by Concept*
Net Revenues<br><br>(In millions) Comparable Brand Revenue<br>Growth
FY 21 FY 20 FY 21 FY 20
Pottery Barn $ 3,121 $ 2,526 23.9 % 15.2 %
West Elm 2,235 1,682 33.1 15.2
Williams Sonoma 1,345 1,242 10.5 23.8
Pottery Barn Kids and Teen 1,140 1,043 11.6 16.6
Other** 405 290 N/A N/A
Total $ 8,246 $ 6,783 22.0 % 17.0 %
* See the Company’s 10-K and 10-Q filings for the definition of comparable brand revenue, which is calculated on a 52-week basis for fiscal 2021 and fiscal 2020.<br>** Primarily consists of net revenues from Rejuvenation, our international franchise operations and Mark and Graham.

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Condensed Consolidated Balance Sheets (unaudited)

(In thousands, except per share amounts) January 30, 2022 January 31, 2021
Assets
Current assets
Cash and cash equivalents $ 850,338 $ 1,200,337
Accounts receivable, net 131,683 143,728
Merchandise inventories, net 1,246,372 1,006,299
Prepaid expenses 69,252 93,822
Other current assets 26,249 22,894
Total current assets 2,323,894 2,467,080
Property and equipment, net 920,773 873,894
Operating lease right-of-use assets 1,132,764 1,086,009
Deferred income taxes, net 56,585 61,854
Goodwill 85,354 85,446
Other long-term assets, net 106,250 87,141
Total assets $ 4,625,620 $ 4,661,424
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 612,512 $ 542,992
Accrued expenses 319,924 267,592
Gift card and other deferred revenue 447,770 373,164
Income taxes payable 79,554 69,476
Current debt 299,350
Operating lease liabilities 217,409 209,754
Other current liabilities 94,517 85,672
Total current liabilities 1,771,686 1,848,000
Deferred lease incentives 16,360 20,612
Long-term operating lease liabilities 1,066,839 1,025,057
Other long-term liabilities 106,528 116,570
Total liabilities 2,961,413 3,010,239
Stockholders' equity
Preferred stock: $0.01 par value; 7,500 shares authorized, none issued
Common stock: $0.01 par value; 253,125 shares authorized; 71,982 and 76,340 shares issued and outstanding at January 30, 2022 and January 31, 2021, respectively 720 764
Additional paid-in capital 600,942 638,375
Retained earnings 1,074,084 1,019,762
Accumulated other comprehensive loss (10,828) (7,117)
Treasury stock, at cost (711) (599)
Total stockholders' equity 1,664,207 1,651,185
Total liabilities and stockholders' equity $ 4,625,620 $ 4,661,424

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Retail Store Data*<br>(unaudited)
Beginning of quarter End of quarter As of
October 31, 2021 Openings Closings January 30, 2022 January 31, 2021
Pottery Barn 195 1 (8) 188 195
Williams Sonoma 194 1 (21) 174 198
West Elm 121 1 (1) 121 121
Pottery Barn Kids 57 (5) 52 57
Rejuvenation 10 (1) 9 10
Total 577 3 (36) 544 581
* Retail store data for fiscal 2021 and fiscal 2020 includes stores temporarily closed due to COVID-19. All stores were reopened as of the end of fiscal 2021.

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Condensed Consolidated Statements of Cash Flows (unaudited)

For the Year Ended
(In thousands) January 30, 2022 January 31, 2021
Cash flows from operating activities:
Net earnings $ 1,126,337 $ 680,714
Adjustments to reconcile net earnings to net cash provided by (used in) operating <br>     activities:
Depreciation and amortization 196,087 188,655
Loss on disposal/impairment of assets 1,015 32,365
Amortization of deferred lease incentives (4,282) (5,783)
Non-cash lease expense 216,888 216,368
Deferred income taxes 2,535 (13,061)
Stock-based compensation expense 95,240 73,185
Other 288 (264)
Changes in:
Accounts receivable 11,896 (31,503)
Merchandise inventories (239,981) 99,144
Prepaid expenses and other assets (2,060) (16,388)
Accounts payable 56,674 25,489
Accrued expenses and other liabilities 49,460 129,142
Gift card and other deferred revenue 75,460 82,841
Operating lease liabilities (224,567) (232,989)
Income taxes payable 10,157 46,933
Net cash provided by operating activities 1,371,147 1,274,848
Cash flows from investing activities:
Purchases of property and equipment (226,517) (169,513)
Other 270 629
Net cash used in investing activities (226,247) (168,884)
Cash flows from financing activities:
Repurchases of common stock (899,433) (150,000)
Repayment of long-term debt (300,000)
Payment of dividends (187,539) (157,645)
Tax withholdings related to stock-based awards (104,235) (31,729)
Debt issuance costs (778) (3,645)
Borrowings under revolving line of credit 487,823
Repayments under the revolving line of credit (487,823)
Net cash used in financing activities (1,491,985) (343,019)
Effect of exchange rates on cash and cash equivalents (2,914) 5,230
Net (decrease) increase in cash and cash equivalents (349,999) 768,175
Cash and cash equivalents at beginning of period 1,200,337 432,162
Cash and cash equivalents at end of period $ 850,338 $ 1,200,337

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Exhibit 1

GAAP to Non-GAAP Reconciliation<br>(unaudited)
(In thousands, except per share data)
For the Quarter Ended For the Fiscal Year Ended
January 30, 2022 January 31, 2021 January 30, 2022 January 31, 2021
% of<br>revenues % of<br>revenues % of<br>revenues % of<br>revenues
Gross profit 45.0 % 42.1 % 44.0 % 38.9 %
Inventory write-off 1 11,378
Non-GAAP gross profit 45.0 % 42.1 % 44.0 % 39.0 %
Selling, general and administrative expenses 24.0 % 24.6 % 26.4 % 25.4 %
Outward-related 2 (812) (3,174) (9,160) (12,092)
Asset impairment 3 (5,094) (27,069)
Non-GAAP selling, general and administrative expenses 24.0 % 24.2 % 26.3 % 24.9 %
Operating income 21.0 % 17.5 % 17.6 % 13.4 %
Outward-related 2 812 3,174 9,160 12,092
Inventory write-off 1 11,378
Asset impairment 3 5,094 27,069
Non-GAAP operating income 21.0 % 17.9 % 17.7 % 14.2 %
Tax rate Tax rate Tax rate Tax rate
Income taxes 23.2 % 22.7 % 22.4 % 23.9 %
Outward-related 2 (49) 248 1,397 1,913
Inventory write-off 1 2,940
Asset impairment 3 1,269 6,593
Deferred tax asset/liability adjustment 4 4,383 5,030
Non-GAAP income taxes 23.2 % 23.7 % 22.3 % 24.4 %
Diluted EPS
Outward-related 2 0.01 0.04 0.10 0.13
Inventory write-off 1 0.11
Asset impairment 3 0.05 0.26
Deferred tax asset/liability adjustment 4 (0.06) (0.06)
Non-GAAP diluted EPS*
* Per share amounts may not sum due to rounding to the nearest cent per diluted share

All values are in US Dollars.

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SEC Regulation G – Non-GAAP Information

These tables include non-GAAP gross profit, gross margin, selling, general and administrative expense, operating income, operating margin, income taxes, effective tax rate and diluted EPS. We believe that these non-GAAP financial measures provide meaningful supplemental information for investors regarding the performance of our business and facilitate a meaningful evaluation of our quarterly actual results on a comparable basis with prior periods. Our management uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

Notes to Exhibit 1:

1During FY 2020, we incurred approximately $11.4 million of inventory write-offs for inventory with minor damage that we could not liquidate through our outlets due to store closures resulting from COVID-19.

2During Q4 2021 and FY 2021, we incurred approximately $0.8 million and $9.2 million, respectively, associated with acquisition-related compensation expense and the amortization of acquired intangibles for Outward, Inc. During Q4 2020 and FY 2020, we incurred approximately $3.2 million and $12.1 million, respectively, associated with acquisition-related compensation expense and the amortization of acquired intangibles for Outward, Inc.

3During Q4 2020 and FY 2020, we incurred approximately $5.1 million and $27.1 million, respectively, of expense associated with store asset impairments due to the impact that COVID-19 had on our retail stores.

4During Q4 2020 and FY 2020, we recorded approximately $4.4 million and $5.0 million, respectively, of tax benefit resulting from a non-recurring adjustment to certain deferred tax assets and liabilities.

Return on Invested Capital (“ROIC”)

We believe ROIC is a useful financial measure for investors in evaluating the efficient and effective use of capital, and is an important component of long-term shareholder return.

We define ROIC as non-GAAP net operating profit after tax ("NOPAT"), divided by our average invested capital. NOPAT is defined as non-GAAP operating income, plus rent expense, less estimated taxes at the company’s effective tax rate. Average invested capital is defined as the two-year average of total assets less current liabilities, plus capitalized leases, less cash in excess of $200 million.

ROIC is not a measure of financial performance under GAAP, and should be considered in addition to, and not as a substitute for other financial measures prepared in accordance with GAAP. Our method of determining ROIC may differ from other companies’ methods and therefore may not be comparable.

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Document

Exhibit 99.2

CONTACT:
Julie Whalen
EVP, Chief Financial Officer
(415) 616-8524
Brian Yee
SVP Treasury – Corporate Finance
(415) 402-4085

PRESS RELEASE

Williams-Sonoma, Inc. announces a 10% quarterly dividend

increase and a new $1.5 billion stock repurchase authorization

San Francisco, CA, March 16, 2022 – Williams-Sonoma, Inc. (NYSE: WSM) announced today that its Board of Directors has authorized a 10% increase in the company’s quarterly cash dividend to $0.78 per share. The quarterly dividend is payable on May 27, 2022, to stockholders of record as of the close of business on April 22, 2022. The Board of Directors also approved a new $1.5 billion stock repurchase authorization, which supersedes the approximately $750 million that remains outstanding under the company’s current stock repurchase authorization.

“Our impressive finish to fiscal 2021, our strong liquidity position, and our operating cash flows have allowed us to increase our quarterly dividend, and to authorize a new stock repurchase program of $1.5 billion,” said Laura Alber, President and Chief Executive Officer. “These actions reflect our commitment to execution and the resulting return of value to our shareholders.”

This new stock repurchase authorization is effective as of March 16, 2022, and results in $1.5 billion available for future repurchases under the company’s stock repurchase authorization. The company’s stock repurchase program authorizes the purchase of the company’s common stock through open market and privately negotiated transactions, including through Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The stock repurchase program does not have an expiration date and may be limited or terminated at any time without prior notice.

FORWARD-LOOKING STATEMENTS

This press release 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 results to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include statements relating to: our quarterly cash dividend; our stock repurchase program; our commitment to return capital to stockholders and maximize stockholder returns; and our long-term outlook.

The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include: continuing changes in general economic conditions, and the impact on consumer confidence and consumer spending; new interpretations of or changes to current accounting rules; our ability to anticipate consumer preferences and buying trends; dependence on timely introduction and customer acceptance of our merchandise; changes in consumer spending based on weather, political, competitive and other conditions beyond our control; delays in store openings; competition from companies with concepts or products similar to ours; timely and effective sourcing of merchandise from our foreign and domestic vendors and delivery of merchandise through our supply chain to our stores and customers; effective inventory management; our ability to manage customer returns; successful catalog management, including timing, sizing and merchandising; 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 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 recently enacted and potential future tariffs; the continuing impact of the COVID-19 pandemic on our business, supply chain and consumer demand; and our ability to mitigate impacts and other risks and uncertainties described more fully in our public announcements, reports to stockholders and other documents filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

ABOUT WILLIAMS-SONOMA, INC.

Williams-Sonoma, Inc. is the world’s largest digital-first, design-led and sustainable home retailer. The company’s 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 our industry with our Environmental, Social and Governance (“ESG”) efforts. Our company is Good By Design — we’ve deeply engrained sustainability into our business. From our factories to your home, we’re united in a shared purpose to care for our people and our planet.

For more information on our ESG efforts, please visit: https://sustainability.williams-sonomainc.com/

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