Williams-Sonoma (WSM) Risk Factor Changes

We have historically repurchased our shares through stock repurchase programs and paid a cash dividend quarterly.

Our quarterly results have fluctuated and may fluctuate in the future, depending upon a variety of factors, including changes in economic conditions, shifts in the timing of holiday selling seasons, including Valentin…

We make estimates and projections in connection with impairment analyses of our long-lived assets for our retail store locations and other property and equipment, including information technology systems, as well as f…

Changes to estimates related to our future financial performance may cause us to incur impairment charges related to our long-lived assets for our retail store locations and other property and equipment, including inf…

affected by participation and capital constraints from banking partners.

As a multinational corporation, we are subject to income taxes in both the U.S.

The global tariff landscape has evolved over the last few years and we expect it to continue to do so for the foreseeable future.

•general economic conditions, changes in diplomatic and trade relationships, including the imposition of new or increased tariffs, political and social instability, war (including the recent conflict with Iran) and ac…

•the diversion of management attention away from our domestic business;

•increased operational complexities, including managing our inventory globally;

•increased tax and financial accounting and reporting requirements and complexities;

We have unaffiliated franchisees that operate stores in Mexico, South Korea, India and the Philippines, as well as e-commerce websites in certain locations pursuant to franchise agreements.

We currently are, and plan to continue, growing our business and increasing our global presence, including by operating e-commerce websites to service international customers, opening new stores outside of the U.S., e…

Our suppliers might not adhere to our quality control standards and test protocols or fail to follow appliable laws and regulations related to their products, which could result in failure to identify a deficiency bef…

Our suppliers may fail to meet our quality control standards and test protocols or may fail to comply with applicable laws and regulations, which could result in delays or a product recall and could damage our reputat…

Any inability to acquire the appropriate amount of suitable raw materials or merchandise on acceptable terms or the loss of one or more of our foreign suppliers or third-party agents could have a negative effect on ou…

could change the terms upon which it sells to us, discontinue selling to us or go out of business at any time.

We depend on foreign suppliers and third-party agents for timely and effective sourcing of our raw materials and merchandise, and we may not be able to acquire such products in appropriate quantities and at acceptable…

Our dependence on foreign suppliers also means that we may be affected by changes in the value of the U.S.

We, and our foreign suppliers, are subject to risks and uncertainties associated with changing economic, political, social, health and environmental conditions and regulations.

Our success depends, in part, on our ability to source, sell and distribute merchandise efficiently through appropriate systems and procedures.

We are continually modifying our information technology systems, which involves updating or replacing legacy systems with successor systems often over the course of several years and sometimes concurrently across mult…

The dynamic and evolving nature of these laws, regulations and codes, as well as their interpretation by regulators and courts, and the burdens imposed by these and other laws and regulations that may be enacted, or n…

We receive, process, store, use and share data, some of which contains personal information.

The techniques used to obtain unauthorized access to systems change frequently and are often not recognized until after they have been launched.

A significant portion of our customer orders are placed through our e-commerce websites or through our customer care centers.

We have in the past and may in the future introduce new brands and brand extensions, reposition brands, close existing brands or acquire new brands, especially as we continue to expand globally.

Successful management of any employment-related cost is key to the growth of our business.

We contract with various agencies to provide us with qualified personnel for our workforce.

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

In addition, we have insourced previously outsourced aspects of our business, including certain technology services and the management of certain furniture manufacturing and delivery.

We are also subject to risks associated with our reliance on third-party technology providers, including cloud-based and software-as-a-service providers, for access to our systems and the accuracy and security of the…

We outsource certain aspects of our business to third parties that subject us to risks of disruptions in our business as well as increased costs.

Our trademarks, service marks, copyrights, trade dress rights, trade secrets, domain names, patents, designs, proprietary technology and other intellectual property are valuable assets that are critical to our success.

Our inability or failure to adequately secure or protect our intellectual property rights could negatively impact our business.

Many of these factors are beyond our control.

Approximately 35% of our net revenues were generated by our retail stores in fiscal 2025.

We use various forms of advertising, including print, catalog and digital channels, to drive sales and traffic to our e-commerce sites and retail stores.

Our inability to successfully manage the costs and performance of our advertising might have a negative impact on our business.

Declines in our comparable brand revenues may harm our operating results and cause a decline in our stock price.

We are also vulnerable to certain additional risks and uncertainties associated with our e-commerce and mobile websites, apps and digital marketing efforts, including: changes in required technology interfaces; websit…

Approximately 65% of our net revenues were generated by e-commerce sales in fiscal 2025.

We are subject to rules and regulations promulgated by a number of federal, state and local governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting S…

If our practices do not meet evolving consumer, associate, investor, regulatory body or other stakeholder expectations and standards, our results and reputation could be negatively impacted.

Our retail stores, corporate offices, distribution and manufacturing facilities, customer care centers, infrastructure and e-commerce operations, as well as the operations of our suppliers from which we receive goods…

•effectively leveraging AI and machine learning to enhance the customer experience and streamline processes;

•managing against increasingly competitive promotional activity;

online advertising campaigns, and more recently the growing use of artificial intelligence (“AI”) and generative AI, as well as changes to consumer behavior based on these new technologies.

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, especia…

We cannot control all the various factors that might affect our e-commerce fulfillment rates and the timely and effective delivery of merchandise to our stores and customers.

change can affect the global supply chain and disrupt our business.

We must manage our inventory effectively and commensurate with customer demand.

Our business and operating results may be harmed if we are unable to manage our inventory and timely and effectively deliver merchandise to our stores and customers.

If we are unable to identify and analyze factors affecting our business and anticipate changing consumer preferences and buying trends, our sales levels and operating results may decline.

•Changes to estimates related to our future financial 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 in…

•Our operating results may be harmed by unsuccessful management of our operating costs, including costs related to employment, advertising and occupancy.

•Our suppliers may fail to meet our quality control standards and test protocols or may fail to comply with applicable laws and regulations, which could result in delays or a product recall and could damage our reputa…

•We depend on foreign suppliers and third-party agents for timely and effective sourcing of our raw materials and merchandise, and we may not be able to acquire such products in appropriate quantities and at acceptabl…

•The operation and growth of our business may be harmed if we are unable to retain key associates, attract qualified personnel and manage employment-related costs.

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

•Our inability to successfully manage the costs and performance of our advertising might have a negative impact on our business.

•Declines in our comparable brand revenues may harm our operating results and cause a decline in our stock price.

•Our business and operating results may be harmed if we are unable to manage our inventory and timely

•If we are unable to identify and analyze factors affecting our business and anticipate changing consumer preferences and buying trends our sales levels and operating results may decline.

in the past and may be significant in the future and, as a result of these charges, our operating results have been and may, in the future, be adversely affected.

financial performance in any given period does not meet the guidance that we have provided to the public or the expectations of our investors and analysts, our stock price may decline.

From time to time, we may also experience union organizing activity in currently non-union facilities, including in our stores and distribution facilities.

We recognize that we may need to increase the number of our associates, especially during our peak selling season, and incur other expenses to support new brands and brand extensions and the growth of our existing bra…

To be successful, we need to manage our operating costs and continue to look for opportunities to reduce costs.

In 2021, the Organization for Economic Co-operation and Development (“OECD”) released Global anti-Base Erosion Rules designed to be implemented into the domestic law of each jurisdiction and operate together to ensure…

We 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 pursuant to franchise agreements.

Any inability to acquire the appropriate amount of suitable merchandise on acceptable terms or the loss of one or more of our foreign suppliers or third-party agents could have a negative effect on our business and op…

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.

subjects us to public criticism, lawsuits, investigations, claims and other proceedings by regulators, industry groups or other third parties, all of which could disrupt or adversely impact our business and reputation…

In terms of cybersecurity, pursuant to the SEC’s Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure we are required to make certain disclosures related to material cybersecurity inci…

seriously injured or unable to work, or fails to perform and we are unable to find a qualified replacement either internally or externally, we may be unable to execute our business strategy.

If we fail to attract and retain key personnel, our business and operating results may be harmed.

We outsource certain aspects of our business to third-party suppliers and are in the process of insourcing certain business functions from third-party suppliers.

our operating results.

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

whose behavior indicates they might be interested in our products.

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 sales may be negatively impacted by increasing competition from companies with brands or products similar to ours.

peak season.

Further, we have experienced, and may continue to experience increased costs and restricted capacity from our third-party shipping providers and shortages of raw materials used to make our products and increased costs…

•If we fail to attract and retain key personnel, our business and operating results may be harmed.

•We outsource certain aspects of our business to third-party suppliers and are in the process of insourcing certain business functions from third-party suppliers.

•Our sales may be negatively impacted by increasing competition from companies with brands or products similar to ours.

dividends or repurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us, and may negatively impact our stock price.

We may experience higher than expected operating costs, including increased employment costs, advertising spend, occupancy costs, investments in geographic expansion, costs related to our technology infrastructure and…

Our operating results may be harmed by unsuccessful management of our operating costs, including costs related to employment, advertising and occupancy.

We regularly review and evaluate our liquidity and capital needs.

Since the Organization for Economic Co-operation and Development (“OECD”) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting in 2021, a number of countries have begun to enact legislation t…

expiring provisions of the Tax Cuts and Jobs Act of 2017, and introduced significant new tax rules applicable to corporations.

The landscape of local, federal and international income tax laws, treaties, regulations and guidance continues to evolve.

accepted, either due to foreign legal requirements or due to different consumer tastes and trends.

Our performance depends, in part, on our ability to purchase our raw materials and merchandise in sufficient quantities at competitive prices.

For more information about our cybersecurity risk management, governance and oversight, see “Item 1C: Cybersecurity.”

In the event we need to hire additional personnel, including associates during our peak selling season, we may experience difficulties in attracting and successfully hiring individuals with the appropriate skill sets…

The operation and growth of our business may be harmed if we are unable to retain key associates, attract qualified personnel and manage employment-related costs.