UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 10-Q

(Mark One)
~~(Mark One)~~
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~August 3, ~~2002.~~2003.
or


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		~~For the transition period from ___________________ to ___________________~~

For the transition period fromto

Commission ~~file number~~File Number: 001-14077

WILLIAMS-SONOMA, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its Charter)~~its charter)


California		94-2203880

(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~incorporation or ~~Organization)~~organization)		(I.R.S. Employer Identification No.)


3250 Van Ness Avenue, San Francisco, CA			94109

(Address of ~~Principal Executive Offices)~~principal executive offices)			(Zip Code)

Registrant’s ~~Telephone Number, Including Area Code~~telephone number, including area code (415) 421-7900

(Former ~~Name, Former Address~~name, former address and ~~Former Fiscal Year,~~former fiscal year, if ~~Changed Since Last Report)~~changed since last report)

Indicate by check ~~[X]~~mark (“ü”) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~þ No ~~[ ]~~o

Indicate by check ~~[X]~~mark (“ü”) whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[X]~~þ No ~~[ ]~~o

As of ~~December 12, 2002, 116,349,193~~August 29, 2003, 116,766,169 shares of the ~~Registrant’s~~registrant’s Common Stock were outstanding.

TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

PART II —- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURE

~~CERTIFICATION~~Exhibit 3.1

WILLIAMS-SONOMA, INC.

REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~NOVEMBER~~AUGUST 3, ~~2002~~2003

TABLE OF CONTENTS

~~PART I. FINANCIAL INFORMATION~~


	~~PAGE~~ PART I. FINANCIAL INFORMATION
			PAGE

Item 1.	Financial Statements			32
		Condensed Consolidated Balance Sheets ~~November~~August 3, ~~2002,~~2003, February 3,2, 2003 and August 4, 2002 ~~and October 28, 2001~~

		Condensed Consolidated Statements of Earnings for the Thirteen ~~weeks ended November~~Weeks and Twenty-Six Weeks Ended August 3, ~~2002~~2003 and ~~October 28, 2001~~ ~~Thirty-nine weeks ended November 3,~~August 4, 2002 ~~and October 28, 2001~~

		Condensed Consolidated Statements of Cash Flows for the ~~Thirty-nine weeks ended November~~Twenty-Six Weeks Ended August 3, ~~2002~~2003 and ~~October 28, 2001~~August 4, 2002

		Notes to Condensed Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			1723

Item 4.	Controls and Procedures			1724

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings			1825

Item 4.	Submission of Matters to a Vote of Security Holders			25

Item 6.	Exhibits and Reports on Form 8-K			1826

ITEM 1. FINANCIAL STATEMENTS

WILLIAMS-SONOMA, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

~~(Unaudited)~~


		November 3,			February 3,			October 28,				August 3,		February 2,			August 4,
Dollars and shares in thousands, except per share amounts	Dollars and shares in thousands, except per share amounts	2002			2002			2001			Dollars and shares in thousands, except per share amounts	2003		2003			2002

ASSETS	ASSETS										ASSETS
Current assets	Current assets										Current assets							��
	Cash and cash equivalents	$	38,461		$	75,374		$	6,897		Cash and cash equivalents	$	81,779	$	193,495		$	89,909
	Accounts receivable — net		53,664			32,141			48,832		Accounts receivable – net		38,522		34,288			41,518
	Merchandise inventories — net		358,409			249,237			331,825		Merchandise inventories – net		376,860		321,247			250,397
	Prepaid catalog expenses		41,563			29,522			34,558		Prepaid catalog expenses		41,275		35,163			28,370
	Prepaid expenses		21,530			16,630			14,536		Prepaid expenses		25,218		21,346			18,959
	Deferred income taxes		11,458			11,553			8,161		Deferred income taxes		16,316		16,304			11,553
	Other assets		3,895			2,782			12,315		Other assets		8,549		3,541			3,613

	Total current assets		528,980			417,239			457,124		Total current assets		588,519		625,384			444,319

Property and equipment — net			617,827			570,120			557,465
Other assets — net			6,702			7,544			7,430
Property and equipment – net											Property and equipment – net		654,916		631,774			588,458
Other assets – net											Other assets – net		19,526		7,297			6,723

Total assets	Total assets	$	1,153,509		$	994,903		$	1,022,019		Total assets	$	1,262,961	$	1,264,455		$	1,039,500

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY										LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	Current liabilities										Current liabilities
	Accounts payable	$	175,757		$	98,857		$	119,435		Accounts payable	$	145,074	$	166,102		$	111,576
	Accrued expenses		59,172			60,406			46,417		Accrued expenses		59,646		82,027			56,055
	Customer deposits		90,775			80,425			59,057		Customer deposits		109,573		93,073			85,633
	Income taxes payable		15,526			37,456			—		Income taxes payable		19,786		56,442			7,490
	Current portion of long-term debt		7,414			7,206			5,768		Current portion of long-term debt		7,427		7,419			7,401
	Line of credit		—			—			155,250		Other liabilities		17,919		19,765			12,594
	Other liabilities		15,075			12,829			17,809
											Total current liabilities		359,425		424,828			280,749
	Total current liabilities		363,719			297,179			403,736

Deferred lease incentives			160,825			127,094			127,183
Deferred rent and lease incentives											Deferred rent and lease incentives		163,570		161,091			143,108
Long-term debt	Long-term debt		18,494			24,625			26,044		Long-term debt		17,206		18,071			24,633
Deferred income tax liabilities	Deferred income tax liabilities		9,928			8,792			12,231		Deferred income tax liabilities		11,350		11,341			8,791
Other long-term obligations	Other long-term obligations		4,587			4,682			4,419		Other long-term obligations		7,494		5,146			4,875

Total liabilities	Total liabilities		557,553			462,372			573,613		Total liabilities		559,045		620,477			462,156

Commitments and contingencies	Commitments and contingencies		—			—			—		Commitments and contingencies		—		—			—
Shareholders’ equity	Shareholders’ equity										Shareholders’ equity
	Common stock, $.01 par value, authorized: 253,125 shares; issued: 116,176, 116,468 and 115,837 shares; outstanding: 116,176, 114,486 and 113,855 shares		1,162			1,164			1,158		Common stock, $.01 par value, authorized: 253,125 shares; issued: 116,646, 114,317 and 115,941 shares; outstanding: 116,646, 114,317 and 115,941 shares		1,166		1,143			1,159
	Additional paid-in capital		182,938			169,991			156,094		Additional paid-in capital		222,588		196,259			180,439
	Retained earnings		416,631			392,300			322,901		Retained earnings		478,056		446,837			401,494
	Accumulated foreign currency translation adjustment		(15	)		(110	)		(6	)	Accumulated foreign currency translation adjustment		2,106		(11	)		(61	)
	Deferred stock-based compensation		(4,760	)		(7,541	)		(8,468	)	Deferred stock-based compensation		—		(250	)		(5,687	)
	Treasury stock, at cost: nil, 1,982 and 1,982 shares		—			(23,273	)		(23,273	)
											Total shareholders’ equity		703,916		643,978			577,344
	Total shareholders’ equity		595,956			532,531			448,406

Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	1,153,509		$	994,903		$	1,022,019		Total liabilities and shareholders’ equity	$	1,262,961	$	1,264,455		$	1,039,500

See Notes to Condensed Consolidated Financial Statements.

WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)


			Thirteen Weeks Ended					Twenty-Six Weeks Ended

			August 3,			August 4,		August 3,			August 4,
Dollars and shares in thousands, except per share amounts			2003			2002		2003			2002

Net revenues			$	580,423		$	495,593	$	1,117,263		$	973,972
Cost of goods sold				365,345			310,219		697,877			606,700

		Gross margin		215,078			185,374		419,386			367,272

Selling, general and administrative expenses				186,226			162,166		369,069			318,836
Interest (income) expense – net				(130	)		215		(446	)		479

		Earnings before income taxes		28,982			22,993		50,763			47,957

Income taxes				11,158			8,852		19,544			18,463

		Net earnings	$	17,824		$	14,141	$	31,219		$	29,494

Basic earnings per share			$	.15		$	.12	$	.27		$	.26
Diluted earnings per share			$	.15		$	.12	$	.26		$	.25

Shares used in calculation of earnings per share:
	Basic			116,082			115,252		115,145			114,865
	Diluted			119,770			120,114		118,453			119,568

See Notes to Condensed Consolidated Financial Statements.

WILLIAMS-SONOMA, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF ~~EARNINGS~~CASH FLOWS
(Unaudited)

~~(Unaudited)~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended
November 3, October 28, November 3, October 28,
Dollars and shares in thousands, except per share amounts 2002 2001 2002 2001

Net revenues $ 527,894 $ 462,096 $ 1,501,866 $ 1,308,662
Cost of goods sold 321,705 296,124 928,405 849,553

Gross margin 206,189 165,972 573,461 459,109

Selling, general and administrative expenses 181,469 157,974 500,305 444,966
Interest expense — net 106 1,733 585 4,880

Earnings before income taxes 24,614 6,265 72,571 9,263

Income taxes 9,477 2,412 27,940 3,566

Net earnings $ 15,137 $ 3,853 $ 44,631 $ 5,697

Basic earnings per share $ .13 $ .03 $ .39 $ .05
Diluted earnings per share $ .13 $ .03 $ .37 $ .05

Shares used in calculation of earnings per share:
Basic 116,015 113,590 115,069 112,234
Diluted 119,796 116,089 119,631 115,091


			Twenty-Six Weeks Ended
			August 3,			August 4,
Dollars in thousands			2003			2002

Cash flows from operating activities:
Net earnings			$	31,219		$	29,494
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
	Depreciation and amortization			49,639			44,666
	Net loss on disposal of assets			919			1,285
	Amortization of deferred lease incentives			(9,251	)		(7,467	)
	Amortization of deferred stock-based compensation			250			1,854
	Other			—			69
	Changes in:
		Accounts receivable		(4,192	)		(9,378	)
		Merchandise inventories		(55,235	)		(1,154	)
		Prepaid catalog expenses		(6,112	)		1,152
		Prepaid expenses and other assets		(21,235	)		(2,602	)
		Accounts payable		(21,799	)		12,650
		Accrued expenses and other liabilities		(5,470	)		1,948
		Deferred rent and lease incentives		11,450			23,688
		Income taxes payable		(36,679	)		(29,926	)

Net cash provided by (used in) operating activities				(66,496	)		66,279

Cash flows from investing activities:
	Purchases of property and equipment			(71,831	)		(64,537	)

Net cash used in investing activities				(71,831	)		(64,537	)

Cash flows from financing activities:
	Repayments of long-term obligations			(856	)		(832	)
	Proceeds from exercise of stock options			26,353			13,416

Net cash provided by financing activities				25,497			12,584

Effect of exchange rates on cash and cash equivalents				1,114			209
Net increase (decrease) in cash and cash equivalents				(111,716	)		14,535
Cash and cash equivalents at beginning of period				193,495			75,374

Cash and cash equivalents at end of period			$	81,779		$	89,909

See Notes to Condensed Consolidated Financial Statements.

~~See Notes to Condensed Consolidated Financial Statements.~~

WILLIAMS-SONOMA, INC. ~~AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Thirty-Nine Weeks Ended
November 3, October 28,
Dollars in thousands 2002 2001

Cash flows from operating activities:
Net earnings $ 44,631 $ 5,697
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization 67,891 59,414
Net loss on disposal of assets 2,079 1,974
Amortization of deferred lease incentives (11,606 ) (9,436 )
Deferred income taxes 1,254 —
Amortization of deferred stock-based compensation 2,781 2,320
Other 88 777
Changes in:
Accounts receivable (21,502 ) (10,669 )
Merchandise inventories (109,104 ) (48,786 )
Prepaid catalog expenses (12,041 ) (4,526 )
Prepaid expenses and other assets (5,033 ) (4,291 )
Accounts payable 76,670 (39,571 )
Accrued expenses and other liabilities 12,421 4,595
Deferred lease incentives 45,499 24,118
Income taxes payable (21,949 ) (32,170 )

Net cash provided by (used in) operating activities 72,079 (50,554 )

Cash flows from investing activities:
Purchases of property and equipment (117,482 ) (118,639 )
Other — 350

Net cash used in investing activities (117,482 ) (118,289 )

Cash flows from financing activities:
Borrowings under line of credit — 504,400
Repayments under line of credit — (349,150 )
Repayments of long-term obligations (6,959 ) (12,151 )
Proceeds from exercise of stock options 15,918 12,937
Credit facility renewal costs (511 ) —

Net cash provided by financing activities 8,448 156,036

Effect of exchange rates on cash and cash equivalents 42 (26 )
Net decrease in cash and cash equivalents (36,913 ) (12,833 )
Cash and cash equivalents at beginning of period 75,374 19,730

Cash and cash equivalents at end of period $ 38,461 $ 6,897

~~See Notes to Condensed Consolidated Financial Statements.~~

~~WILLIAMS-SONOMA, INC. AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Thirteen and ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~November~~August 3, ~~2002~~2003 and ~~October 28, 2001~~

August 4, 2002
(Unaudited)

NOTE A. FINANCIAL STATEMENTS —- BASIS OF PRESENTATION

These financial statements include Williams-Sonoma, Inc and its wholly-owned subsidiaries (“we”, “us” or “our”). The condensed consolidated balance sheets as of ~~November~~August 3, ~~2002~~2003 and ~~October 28, 2001,~~August 4, 2002, the condensed consolidated statements of earnings for the thirteen and ~~thirty-nine~~twenty-six week periods ended ~~November~~August 3, ~~2002~~2003 and ~~October 28, 2001,~~August 4, 2002, and the condensed consolidated statements of cash flows for the ~~thirty-nine~~twenty-six week periods ended ~~November~~August 3, ~~2002~~2003 and ~~October 28, 2001~~August 4, 2002 have been prepared by ~~Williams-Sonoma, Inc.,~~us, without audit. In ~~the~~our opinion, ~~of management,~~ the financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at the balance sheet dates and the results of operations for the thirteen and ~~thirty-nine~~twenty-six week periods then ended. ~~These financial statements include Williams-Sonoma, Inc., and its wholly-owned subsidiaries (the “Company”).~~ Significant intercompany transactions and accounts have been eliminated. The balance sheet at February ~~3, 2002,~~2, 2003, presented herein, has been derived from ~~the~~our audited balance sheet ~~of the Company~~ included in ~~the Company’s~~our Annual Report on Form 10-K for the fiscal year ended February ~~3, 2002.~~2, 2003.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in ~~the Company’s~~our Annual Report on Form 10-K for the fiscal year ended February ~~3, 2002.~~2, 2003.

Certain reclassifications have been made to the prior period financial statements to conform to the presentation used in the current period.

The results of operations for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~November~~August 3, ~~2002~~2003 are not necessarily indicative of the operating results of the full year.

NOTE B. ~~NEW~~ ACCOUNTING ~~PRONOUNCEMENT~~POLICIES

Stock-Based CompensationWe account for stock options granted to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Accordingly, no compensation expense has been recognized in the condensed consolidated financial statements for stock options.

We entered into employment agreements with certain executive officers during fiscal 2001. We recognized no stock-based compensation expense related to these employment agreements in the thirteen weeks ended August 3, 2003 due to there being no remaining deferred compensation expense related to these agreements. We recognized approximately $927,000 of stock-based compensation expense related to these employment agreements in the thirteen weeks ended August 4, 2002. Approximately $250,000 and $1,854,000 of stock-based compensation expense related to these employment agreements was recognized in the twenty-six weeks ended August 3, 2003 and August 4, 2002, respectively.

The following table illustrates the effect on net earnings and earnings per share as if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” to all of our stock-based compensation arrangements. Under SFAS No. 123, the fair value of stock option awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from our stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values. Our calculations are based on a single option valuation approach and forfeitures are recognized as they occur. Had compensation cost been determined consistent with SFAS No. 123, our net earnings and earnings per share would have been changed to the pro forma amounts indicated below:


		Thirteen Weeks Ended						Twenty-Six Weeks Ended

		August 3,			August 4,			August 3,			August 4,
Dollars in thousands, except per share amounts		2003			2002			2003			2002

Net earnings, as reported		$	17,824		$	14,141		$	31,219		$	29,494
Add: Stock-based employee compensation expense included in reported net earnings, net of related tax effect			—			570			154			1,140
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect			(4,337	)		(4,815	)		(8,701	)		(8,939	)

Pro forma net earnings		$	13,487		$	9,896		$	22,672		$	21,695

Basic earnings per share
	As reported	$	.15		$	.12		$	.27		$	.26
	Pro forma		.12			.09			.20			.19

Diluted earnings per share
	As reported	$	.15		$	.12		$	.26		$	.25
	Pro forma		.11			.08			.19			.18

The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended

	August 3, 2003			August 4, 2002			August 3, 2003			August 4, 2002

Dividend yield		—			—			—			—
Volatility		64.4	%		66.1	%		64.8	%		65.8	%
Risk-free interest		3.4	%		5.1	%		3.4	%		5.1	%
Expected term (years)		6.6			6.6			6.6			6.6

New Accounting PronouncementsIn ~~June 2002,~~January 2003, the Financial Accounting Standards Board (“FASB”) issued ~~Statement~~Interpretation No. 46 (“FIN 46”), “Consolidation of ~~Financial Accounting Standard (“SFAS”) No. 146, “Accounting~~Variable Interest Entities.” FIN 46 explains how to identify and assess variable interest entities and how to decide whether to consolidate such entities. FIN 46 requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. FIN 46 is effective immediately for ~~Costs Associated with Exit~~variable interest entities created after January 31, 2003, and for variable interest entities in which an enterprise obtains an interest after that date. FIN 46 applies in the first fiscal year or ~~Disposal Activities.” SFAS No. 146 applies~~interim period beginning after June 15, 2003 to ~~costs associated with~~variable interest entities in which an ~~exit activity~~enterprise holds a variable interest that ~~does not involve an entity newly~~it acquired before February 1, 2003.

We previously determined and disclosed that two partnerships from which we lease our Memphis-based distribution facilities qualified as variable interest entities and required consolidation under FIN 46. We now estimate that the consolidation (which will be effective as of August 4, 2003) will result in ~~a business combination or with a disposal activity covered by SFAS No. 144. The Company is required~~increases to ~~adopt the provisions~~our consolidated balance sheet of SFAS No. 146 for exit or disposal activities, if any, initiated after December 31, 2002. Management does not believe the adoption of SFAS No. 146 will have an impact on the consolidated financial position or results of operation of the Company.approximately $21,000,000 in assets (primarily buildings), $18,500,000 in long-

term debt, and $2,500,000 in other liabilities, with no cumulative effect charge to our third quarter of fiscal year 2003 consolidated statement of earnings.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which requires certain guarantees to be recorded at fair value. The interpretation also requires a guarantor to make new disclosures, even when the likelihood of making any payments under the guarantee is remote. In general, the interpretation applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying obligation that is related to an asset, liability, or an equity security of the guaranteed party. We lease an aircraft for a term of 60 months ending January 2005. At the end of the lease term, we may either purchase the aircraft for $11,500,000 or sell it. If the proceeds of such sale are in excess of $11,500,000, then we are entitled to retain the excess. If the proceeds are less than $11,500,000, we will be required to pay the lessor the difference up to $9,080,000. We currently estimate that the fair value of the aircraft at the end of the lease term will exceed $11,500,000 and therefore no liability has been recorded for the residual value.

NOTE C. BORROWING ARRANGEMENTS

~~The Company’s~~We have a $200,000,000 unsecured revolving line of credit facility ~~provides for a $200,000,000 unsecured revolving credit facility~~that expires on October 22, 2005 and contains certain restrictive loan covenants, including minimum tangible net worth, maximum leverage ratio (funded debt adjusted for lease and rent expense to EBITDAR), minimum fixed charge coverage ratio, and maximum annual capital expenditures. ~~The line of credit facility was renewed by an amended and restated agreement dated October 22, 2002. The amended agreement expires on October 22, 2005.~~ Through April 22, 2005, ~~the Company~~we may, upon notice to the lenders, request an increase in the facility up to $250,000,000. ~~The Company~~We may elect interest rates calculated by reference to the agent’s internal reference rate or LIBOR plus a margin based on ~~the Company’s~~our leverage ratio. As of ~~November~~August 3, ~~2002, the Company~~2003, we had no borrowings outstanding under the line of credit facility.

We have three unsecured commercial letter of credit reimbursement agreements for an aggregate of $115,000,000, which expire on July 2, 2004. The latest expiration for the letters of credit issuable under the agreements is November 29, 2004. As of ~~November~~August 3, ~~2002,~~2003, $87,663,000 was outstanding under the ~~Company~~letter of credit agreements. Such letters of credit represent only a future commitment to fund inventory purchases to which we had ~~issued and~~not taken legal title as of August 3, 2003.

As of August 3, 2003, we had outstanding standby letters of credit under the line of credit facility in an aggregate amount of $9,964,000. The standby letters of credit were issued to ~~replace surety bonds that support~~secure liabilities associated with workers’ compensation and other insurance programs.

In July 2002, the Company entered into three new unsecured commercial letter of credit reimbursement agreements for an aggregate of $100,000,000. These agreements expire on July 2, 2003. The latest expiration for the letters of credit issued under the agreements is November 29, 2003. Per the new agreements, the Company is permitted to have issued and outstanding up to $120,000,000 under both the new letter of credit agreements and the prior letter of credit agreement. As of November 3, 2002, $1,037,000 was outstanding under the prior letter of credit agreement, and $75,892,000 was outstanding under the new letter of credit agreements. Such letters of credit represent only a future commitment to fund inventory purchases to which the Company had not taken legal title as of November 3, 2002.

NOTE D. COMPREHENSIVE INCOME

Comprehensive income for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~November~~August 3, ~~2002~~2003 and ~~October 28, 2001~~August 4, 2002 was as follows:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended					Twenty-Six Weeks Ended

	November 3,		October 28,		November 3,		October 28,			August 3,		August 4,			August 3,		August 4,
Dollars in thousands	2002		2001		2002		2001			2003		2002			2003		2002

Net earnings	$	15,137	$	3,853	$	44,631	$	5,697		$	17,824	$	14,141		$	31,219	$	29,494
Other comprehensive income (loss) - Foreign currency translation adjustment		46		8		95		(6	)
Other comprehensive income - Foreign currency translation adjustment											322		(65	)		2,117		49

Comprehensive income	$	15,183	$	3,861	$	44,726	$	5,691		$	18,146	$	14,076		$	33,336	$	29,543

NOTE E. EARNINGS PER SHARE

Basic earnings per share is computed as net earnings divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through stock options.

The following is a reconciliation of net earnings and the number of shares used in the basic and diluted earnings per share computations:

Net Weighted Per-Share
Dollars and amounts in thousands, except per share amounts Earnings Average Shares Amount

Thirteen weeks ended November 3, 2002
Basic $ 15,137 116,015 $ 0.13
Effect of dilutive stock options — 3,781
Diluted $ 15,137 119,796 $ 0.13
Thirteen weeks ended October 28, 2001
Basic $ 3,853 113,590 $ 0.03
Effect of dilutive stock options — 2,499
Diluted $ 3,853 116,089 $ 0.03
Thirty-Nine weeks ended November 3, 2002
Basic $ 44,631 115,069 $ 0.39
Effect of dilutive stock options — 4,562
Diluted $ 44,631 119,631 $ 0.37
Thirty-Nine weeks ended October 3, 2001
Basic $ 5,697 112,234 $ 0.05
Effect of dilutive stock options — 2,857
Diluted $ 5,697 115,091 $ 0.05


			Net		Weighted		Per-Share
Dollars and amounts in thousands, except per share amounts			Earnings		Average Shares		Amount

Thirteen weeks ended August 3, 2003
	Basic		$	17,824		116,082	$	.15
		Effect of dilutive stock options		—		3,688
	Diluted		$	17,824		119,770	$	.15

Thirteen weeks ended August 4, 2002
	Basic		$	14,141		115,252	$	.12
		Effect of dilutive stock options		—		4,862
	Diluted		$	14,141		120,114	$	.12

Twenty-Six weeks ended August 3, 2003
	Basic		$	31,219		115,145	$	.27
		Effect of dilutive stock options		—		3,308
	Diluted		$	31,219		118,453	$	.26

Twenty-Six weeks ended August 4, 2002
	Basic		$	29,494		114,865	$	.26
		Effect of dilutive stock options		—		4,703
	Diluted		$	29,494		119,568	$	.25

Options with an exercise price greater than the average market price of common shares were ~~63,000~~237,000 and ~~268,000~~307,000 for the thirteen weeks and ~~46,000~~1,548,000 and ~~213,000~~346,000 for the ~~thirty-nine~~twenty-six weeks ended ~~November~~August 3, ~~2002~~2003 and ~~October 28, 2001,~~August 4, 2002, respectively, and were not included in the computation of diluted earnings per share.

NOTE F. ~~STOCK-BASED COMPENSATION~~

In fiscal 2001, the Company entered into an employment agreement (the “Agreement”), effective April 2, 2001, with Dale Hilpert to serve as the Company’s Chief Executive Officer and as a Director. Under the Agreement, the Company agreed to issue Mr. Hilpert 500,000 restricted shares of the Company’s common stock. Such restricted shares will vest on March 31, 2004 based upon Mr. Hilpert’s continued employment through such date. Accordingly, total compensation expense (based upon the fair market value of $15.45 on the issue date) of $7,725,000 is being recognized ratably through March 31, 2004. In both the thirteen weeks ended November 3, 2002 and October 28, 2001, the Company recognized $624,000, and in the thirty-nine weeks ended November 3, 2002 and October 28, 2001, recognized $1,872,000 and $1,696,000, respectively, of compensation expense related to these restricted shares, with a remaining $3,533,000 of deferred compensation included in shareholders’ equity at November 3, 2002.

The Company entered into other employment agreements with executive officers during fiscal 2001. The Company has recognized $303,000 in both the thirteen weeks ended November 3, 2002 and October 28, 2001, and $909,000 and $624,000 in the thirty-nine weeks ended November 3, 2002 and October 28, 2001, respectively, of stock-based compensation expense related to these other employment agreements. At November 3, 2002, $1,227,000 of deferred compensation related to these agreements was included in shareholders’ equity.

~~NOTE G.~~ SEGMENT REPORTING

~~The Company has~~We have two reportable segments, retail and direct-to-customer. The retail segment sells products for the home through ~~its~~our four retail concepts (Williams-Sonoma, Pottery Barn, Pottery Barn Kids and Hold Everything). The four retail concepts are operating segments, which have been aggregated into one reportable segment, retail. The direct-to-customer segment sells similar products through ~~its seven~~our eight direct-mail catalogs (Williams-Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Bed + Bath, Pottery Barn Teen, Hold Everything, West Elm and Chambers) and four e-commerce websites (wsweddings.com, williams-sonoma.com, potterybarn.com and potterybarnkids.com).

These reportable segments are strategic business units that offer similar home-centered products. They are managed separately because the business units utilize two distinct distribution and marketing strategies. Management’s expectation is that the overall economics of each of ~~the Company’s~~our major concepts within each reportable segment will be similar over time.

The accounting policies of the segments, where applicable, are the same as those described in the summary of significant accounting policies included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2002. The Company uses8

We use earnings before unallocated corporate overhead, interest and income taxes to evaluate segment profitability. Unallocated earnings before income taxes is comprised solely of unallocated expenses which primarily include employment, occupancy, and other general expenses for corporate administrative and information technology functions, and company-wide incentive compensation. Unallocated assets include corporate cash and equivalents, the net book value of corporate facilities and ~~related~~ information systems, deferred ~~tax amounts~~income taxes and other corporate long-lived assets.

Segment Information

Dollars in thousands Retail Direct-to-Customer Unallocated Total

Thirteen weeks ended November 3, 2002
Net revenues $ 307,813 $ 220,081 $ — $ 527,894
Depreciation and amortization expense 14,847 5,102 3,276 23,225
Earnings (loss) before income taxes 28,154 31,733 (35,273 ) 24,614
Capital expenditures 43,130 4,548 5,267 52,945
Thirteen weeks ended October 28, 2001
Net revenues $ 259,361 $ 202,735 $ — $ 462,096
Depreciation and amortization expense 13,233 4,794 2,904 20,931
Earnings (loss) before income taxes 15,257 16,170 (25,162 ) 6,265
Capital expenditures 37,044 2,100 6,034 45,178
Thirty-nine weeks ended November 3, 2002
Net revenues $ 864,716 $ 637,150 $ — $ 1,501,866
Depreciation and amortization expense 43,619 14,818 9,454 67,891
Earnings (loss) before income taxes 83,525 91,171 (102,125 ) 72,571
Assets 765,389 177,517 210,603 1,153,509
Capital expenditures 97,367 9,350 10,765 117,482
Thirty-nine weeks ended October 28, 2001
Net revenues $ 729,985 $ 578,677 $ — $ 1,308,662
Depreciation and amortization expense 37,057 13,928 8,429 59,414
Earnings (loss) before income taxes 40,092 48,591 (79,420 ) 9,263
Assets 680,878 177,281 163,860 1,022,019
Capital expenditures 83,333 13,773 21,533 118,639


				Direct-to-
Dollars in thousands		Retail		Customer		Unallocated			Total

Thirteen weeks ended August 3, 2003
	Net revenues	$	337,232	$	243,191		—		$	580,423
	Depreciation and amortization expense		17,667		4,096	$	3,603			25,366
	Earnings before income taxes		27,320		37,410		(35,748	)		28,982
	Capital expenditures		34,557		5,426		7,468			47,451

Thirteen weeks ended August 4, 2002
	Net revenues	$	287,758	$	207,835		—		$	495,593
	Depreciation and amortization expense		14,625		4,748	$	3,138			22,511
	Earnings before income taxes		29,817		29,018		(35,842	)		22,993
	Capital expenditures		32,769		3,106		2,664			38,539

Twenty-Six weeks ended August 3, 2003
	Net revenues	$	641,771	$	475,492		—		$	1,117,263
	Depreciation and amortization expense		33,773		8,627	$	7,239			49,639
	Earnings before income taxes		53,051		67,760		(70,048	)		50,763
	Assets		774,531		186,164		302,266			1,262,961
	Capital expenditures		52,896		9,555		9,380			71,831

Twenty-Six weeks ended August 4, 2002
	Net revenues	$	556,903	$	417,069		—		$	973,972
	Depreciation and amortization expense		28,772		9,716	$	6,178			44,666
	Earnings before income taxes		55,371		59,438		(66,852	)		47,957
	Assets		633,468		152,832		253,200			1,039,500
	Capital expenditures		54,237		4,802		5,498			64,537

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements ~~and Risk Factors~~

~~The plans, projections and other~~This document contains forward-looking statements ~~included in Management’s Discussion~~that involve risks and ~~Analysis of Financial Condition~~uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the business and ~~Results of Operations and elsewhere in this Quarterly Report on Form 10-Q with respect to the financial condition,~~ results of operations ~~and business~~ of Williams-Sonoma, Inc. and its wholly-owned subsidiaries ~~(the “Company”~~(“we”, “us” or “our”) ~~are subject to certain risks and uncertainties that could cause actual results~~ to differ materially from those ~~set forth in~~expressed or implied by such forward-looking statements. ~~These risks and uncertainties~~Such forward-looking statements include, without limitation, ~~the following and should be read in conjunction with the Risk Factors portion~~any projections of ~~Management’s Discussion and Analysis section~~earnings, revenues or financial items, any statements of the ~~Company’s Annual Report~~plans, strategies and objectives of management for future operations, any statements relating to our projected capital expenditures and available cash, any statements relating to our plans to open additional stores, any statements relating to anticipated comparable store sales increases and decreases, any statements relating to the outcome of pending legal proceedings, any statements related to the effect of new accounting pronouncements on ~~Form 10-K for~~our financial statements and statements of belief and any statements of assumptions underlying the ~~fiscal year ended February 3, 2002:~~

• ~~The Company’s ability to anticipate consumer preferences and buying trends~~
• ~~The Company’s dependence on timely introduction and customer acceptance of its merchandise~~
• ~~Construction and other delays in store openings~~
• ~~Labor disputes experienced by the Company’s suppliers and/or carriers of goods or services, and union organizing activities at any of its facilities~~
• ~~Competition from companies with concepts or products similar to those of the Company~~
• ~~The Company’s timely and effective sourcing of its merchandise from its foreign and domestic vendors and delivery of merchandise through its supply chain to its stores and customers~~
• ~~The Company’s effective inventory management commensurate with customer demand~~
• ~~The Company’s successful catalog management, including timing, sizing and merchandising~~
• ~~Uncertainties in Internet marketing, infrastructure and regulation~~
• ~~Changes in consumer spending based on weather, economic, political, competitive and other conditions beyond the Company’s control~~
• ~~Multi-channel and multi-brand complexities~~
• ~~The Company’s dependence on external funding sources for operating funds~~
• ~~The Company’s ability to control employment, occupancy and other operating costs~~
• ~~The Company’s ability to improve and control its systems and processes~~
• ~~General economic and market conditions and events~~
• ~~Other risks and uncertainties contained in the Company’s public announcements, reports to shareholders and SEC filings, including but not limited to Reports on Forms 10-K, 8-K and 10-Q.~~

The Company has not undertaken, nor is it required, to publicly update or revise any of its forward-looking statements, even if experience or future events make it clear that the results set forth in such statements will not be realized.

foregoing.

Business

~~The Company is~~We are a specialty retailer of products for the home. The retail segment of our business sells ~~its~~our products through ~~its~~our four retail store concepts (Williams-Sonoma, Pottery Barn, Pottery Barn Kids and Hold Everything). The direct-to-customer segment of our business sells similar products through ~~its seven~~our eight direct-mail catalogs (Williams-Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Bed + Bath, Pottery Barn Teen, Hold Everything, West Elm and Chambers) and four e-commerce websites (wsweddings.com, williams-sonoma.com, potterybarn.com and potterybarnkids.com). The principal concepts in both retail and direct-to-customer are: Williams-Sonoma, which sells ~~cookware~~cooking and entertaining essentials; Pottery Barn, which sells home furnishings, decorative accessories, and contemporary ~~tableware and home furnishings;~~tableware; and Pottery Barn Kids, which sells stylish children’s ~~furnishings.~~furnishings and decorative accessories. The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with ~~the Company’s~~our condensed consolidated financial statements and the notes thereto.

Net Revenues

Net revenues consist of retail sales, direct-to-customer sales and shipping fees. ~~Direct-to-customer~~Retail sales include ~~catalog~~sales of merchandise to customers at our retail stores, direct-to-customer sales include sales of merchandise to customers through catalogs and the Internet, ~~sales. Shipping~~and shipping fees consist of revenue received from customers for delivery of merchandise.

The following table summarizes ~~the Company’s~~our net revenues for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~November~~August 3, 2003 (“Second Quarter of 2003”) and August 4, 2002 ~~and October 28, 2001.~~(“Second Quarter of 2002”).


	Thirteen Weeks Ended										Thirty-Nine Weeks Ended										Thirteen Weeks Ended										Twenty-Six Weeks Ended

	November 3,					October 28,					November 3,					October 28,					August 3,					August 4,					August 3,					August 4,
Dollars in thousands	2002		% Total			2001		% Total			2002		% Total			2001		% Total			2003		% Total			2002		% Total			2003		% Total			2002		% Total

Retail sales	$	306,078		58.0	%	$	257,610		55.7	%	$	859,469		57.2	%	$	725,044		55.4	%	$	335,272		57.8	%	$	285,813		57.7	%	$	638,356		57.1	%	$	553,391		56.8	%
Direct-to-customer sales		187,656		35.5	%		176,218		38.1	%		543,037		36.2	%		502,235		38.4	%		206,327		35.5	%		177,100		35.7	%		404,947		36.2	%		355,381		36.5	%
Shipping fees		34,160		6.5	%		28,268		6.2	%		99,360		6.6	%		81,383		6.2	%		38,824		6.7	%		32,680		6.6	%		73,960		6.7	%		65,200		6.7	%

Net revenues	$	527,894		100.0	%	$	462,096		100.0	%	$	1,501,866		100.0	%	$	1,308,662		100.0	%	$	580,423		100.0	%	$	495,593		100.0	%	$	1,117,263		100.0	%	$	973,972		100.0	%

Net revenues for the ~~thirteen weeks ended November 3, 2002 (Third~~Second Quarter of ~~2002) were $527,894,000, an increase of $65,798,000~~2003 increased by $84,830,000 or ~~14.2%~~17.1% over net revenues for the ~~thirteen weeks ended October 28, 2001 (Third~~Second Quarter of ~~2001). Net~~2002. This net revenue increase was primarily driven by incremental revenues ~~for the thirty-nine week period ended November 3, 2002 (Year-to-Date 2002) were $1,501,866,000, an~~from 44 new stores (net of closures), a comparable store sales increase of ~~$193,204,000 or 14.8%~~6.5%, increased catalog circulation, and strong momentum from ~~the thirty-nine week period ended October 28, 2001 (Year-to-Date 2001). The reasons for these increases are discussed in the segment analyses below.~~Internet growth initiatives.

During the Third Quarter of 2002, the Company launched a private label credit card program in both the retail and direct-to-customer channels of the Pottery Barn and Pottery Barn Kids brands. A third party credit provider administers the program, and the Company bears no credit risk. To support the launch of the card, the Company offered introductory discounts and a loyalty rewards program to customers who used the card. The cost of these programs is accounted for as a reduction of net revenues and negatively impacted quarter-over-quarter and year-over-year top line sales growth.

1110

Net revenues for the twenty-six week period ended August 3, 2003 (“Year-to-Date 2003”) increased by $143,291,000 or 14.7% over net revenues for the twenty-six week period ended August 4, 2002 (“Year-to-Date 2002”). This net revenue increase was primarily driven by incremental revenues from 44 new stores (net of closures), a comparable store sales increase of 2.9%, increased catalog circulation, and strong momentum from Internet growth initiatives.

Retail Revenues and Other Data


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
													Thirteen Weeks Ended						Twenty-Six Weeks Ended
	November 3,			October 28,			November 3,			October 28,
Dollars in thousands	2002			2001			2002			2001			August 3, 2003			August 4, 2002			August 3, 2003			August 4, 2002

Retail sales	$	306,078		$	257,610		$	859,469		$	725,044		$	335,272		$	285,813		$	638,356		$	553,391
Shipping fees		1,735			1,751			5,247			4,941			1,960			1,945			3,415			3,512

Total retail revenues	$	307,813		$	259,361		$	864,716		$	729,985		$	337,232		$	287,758		$	641,771		$	556,903

Percent growth in retail sales		18.8	%		15.1	%		18.5	%		15.7	%		17.3	%		16.9	%		15.4	%		18.4	%
Percent increase (decrease) in comparable store sales		2.8	%		(1.1	%)		2.9	%		(1.0	%)
Number of stores — beginning of period		445			393			415			382
Percent increase in comparable store sales														6.5	%		0.0	%		2.9	%		2.9	%
Number of stores - beginning of period														487			425			478			415
Number of new stores		34			21			70			40			6			22			18			36
Number of closed stores		(2	)		(2	)		(8	)		(10	)		(4	)		(2	)		(7	)		(6	)
Number of stores — end of period		477			412			477			412
Number of stores - end of period														489			445			489			445
Store selling square footage at quarter-end (sq. ft.)		2,331,000			1,925,000			2,331,000			1,925,000			2,411,000			2,173,000			2,411,000			2,173,000
Store leased square footage (“LSF”) at quarter-end (sq. ft.)		3,681,000			3,038,000			3,681,000			3,038,000			3,833,000			3,429,000			3,833,000			3,429,000


																									Avg. LSF				Avg. LSF
	Store Count									Avg. LSF Per Store		Store Count		Avg. LSF Per Store		Store Count									per Store		Store Count		per Store

	August 4,							November 3,		November 3,		October 28,		October 28,		May 4,							August 3,		August 3,		August 4,		August 4,
	2002		Openings		Closings			2002		2002		2001		2001		2003		Openings		Closing			2003		2003		2002		2002

Williams-Sonoma		223		12		—			235		5,200		211		5,000		237		2		(3	)		236		5,300		223		5,100
Pottery Barn		151		10		(2	)		159		11,400		141		11,200		160		1		(1	)		160		11,500		151		11,400
Pottery Barn Kids		42		12		—			54		7,600		23		7,400		63		3		—			66		7,700		42		7,500
Hold Everything		15		—		—			15		3,700		24		3,500		13		—		—			13		3,800		15		3,700
Outlets		14		—		—			14		13,100		13		10,900		14		—		—			14		13,100		14		13,100

Total		445		34		(2	)		477		7,700		412		7,400		487		6		(4	)		489		7,800		445		7,700

Retail revenues for the ~~Third~~Second Quarter of 2003 increased by $49,474,000 or 17.2% over the Second Quarter of 2002 ~~increased $48,452,000 or 18.7% over retail revenues for the Third Quarter of 2001~~ primarily due to ~~a net increase~~incremental revenues from 44 new stores (net of ~~65 stores~~closures) and a ~~2.8% increase in~~ comparable store sales increase of 6.5%. Net revenues generated in the Pottery Barn Kids, Williams-Sonoma and Pottery Barn brands as well as the Outlet stores, partially offset by a planned reduction in Hold Everything, drove this revenue increase. A significant increase in year-over-year merchandise inventory levels, especially in Williams-Sonoma, supported this strong retail sales discounts to customers utilizing the Company’s private label credit card. Pottery Barn and Pottery Barn Kids brands accounted for 49 of the 65 net increase of stores and 67.5% of the growth in retail revenues from Third Quarter of 2001 to Third Quarter of 2002.performance.

~~Total retail~~Retail revenues for Year-to-Date ~~2002~~2003 grew ~~$134,731,000~~$84,868,000 or ~~18.5%~~15.2% over the same period of the prior year, primarily due to 44 new store ~~openings. Retail~~openings (net of closures) and a comparable store sales ~~for the Third Quarter~~increase of ~~2001 were negatively impacted by the economic aftermath of the events of September 11th. The Pottery Barn and~~2.9%. Net revenues generated in the Pottery Barn Kids, Williams-Sonoma, and Pottery Barn brands ~~accounted for 77.7% of the growth~~as well as Outlet stores, partially offset by a planned reduction in Hold Everything, drove this revenue increase. A significant increase in year-over-year merchandise inventory levels, especially in Williams-Sonoma, supported these retail ~~revenues from Year-to-Date 2001 to Year-to-Date 2002.~~sales results.

Comparable Store Sales

Comparable stores are defined as those stores whose gross square feet did not change by more than 20% in the previous 12 fiscal months and which have been open for at least 12 consecutive fiscal months without closure for seven or more consecutive days. Comparable store sales are computed based on aggregate sales of comparable stores for the reporting period. By measuring the year-over-year sales of merchandise ~~are computed monthly~~in the stores that have a history of being open for ~~purposes~~a full comparable 12 fiscal months or more, we can better gauge how the core store base is performing since it excludes store openings, expansions and closings.


	Thirteen Weeks Ended						Twenty-Six Weeks Ended

	August 3,			August 4,			August 3,			August 4,
Percent increase (decrease) in comparable store sales	2003			2002			2003			2002

Williams-Sonoma		12.1	%		(1.7	)%		8.9	%		(0.1	)%
Pottery Barn		2.6	%		1.3	%		(0.9	)%		6.3	%
Pottery Barn Kids		5.7	%		2.6	%		(1.6	)%		3.7	%
Hold Everything		(2.5	)%		(15.8	)%		(5.0	)%		(13.4	)%
Outlets		6.5	%		6.6	%		8.4	%		0.7	%

Total		6.5	%		0.0	%		2.9	%		2.9	%

The Second Quarter of 2003 comparable store sales increase in Williams-Sonoma was primarily due to a substantial increase in retail inventory levels, a strong merchandise offering, and the sales impact of higher markdowns (primarily due to a significant transition in the tabletop assortment). The Second Quarter of 2003 comparable store sales increase in Pottery Barn was primarily due to a positive consumer response to our product offerings, a merchandising emphasis on our core assortment, and a synchronized multi-channel marketing effort to support our summer merchandising themes. The Second Quarter of 2003 comparable store sales increase in Pottery Barn Kids was primarily driven by a strong comparable store sales increase in single-store markets, offset by a negative, but improving, comparable store sales decrease in multi-store markets. Higher inventory levels, successful in-store marketing programs, and new merchandise assortments drove the positive Second Quarter of 2003 results. We expect comparable store sales for Pottery Barn Kids stores in multi-store markets to remain volatile (and negative) during the growth phase of the concept, consistent with our experience in the early years of the Pottery Barn store rollout.

The Year-to-Date 2003 comparable store sales increase in Williams-Sonoma was primarily due to a substantial increase in retail inventory levels, a strong merchandise offering, and the sales impact of higher markdowns (primarily due to a significant transition in the tabletop assortment). The Year-to-Date 2003 comparable store sales decrease in Pottery Barn was primarily due to a difficult year-over-year sales comparison (positive 6.3% in Year-to-Date 2002) and a challenging in-stock position on certain core merchandise categories that continued until the end of the Second Quarter of 2003.

The Year-to-Date 2003 comparable store sales in Pottery Barn Kids were negative primarily due to a comparable store sales decrease in the first quarter of 2003. This first quarter of 2003 decrease was primarily due to a challenging year-over-year sales comparison and the significant pressure that the rapid opening of new stores in multi-store markets imposed on the performance of existing comparable stores. This first quarter of 2003 comparable store sales decrease was significantly offset by a stronger second quarter performance. The Second Quarter of 2003 comparable store sales increase in Pottery Barn Kids was primarily driven by a strong performance in single-store markets and an improving performance in multi-store markets. Higher inventory levels, successful in-store marketing programs, and new merchandise assortments drove this ~~analysis.~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 3, October 28, November 3, October 28,
Percent increase (decrease) in sales 2002 2001 2002 2001

Williams-Sonoma 4.9 % (0.5 %) 1.6 % 1.9 %
Pottery Barn 1.5 % (0.9 %) 4.6 % (3.6 %)
Pottery Barn Kids (2.7 %) (1.9 %) 0.8 % (1.9 %)
Hold Everything 6.6 % (15.4 %) (7.0 %) (5.3 %)
Outlets 3.6 % 7.3 % 1.7 % 11.8 %

Total 2.8 % (1.1 %) 2.9 % (1.0 %)

improved second quarter performance. We expect comparable store sales for Pottery Barn Kids stores in multi-store markets to remain volatile (and negative) during the growth phase of the concept, consistent with our experience in the early years of the Pottery Barn store rollout.

~~Comparable store~~Direct-to-Customer Revenues


	Thirteen Weeks Ended						Twenty-Six Weeks Ended

	August 3,			August 4,			August 3,			August 4,
Dollars in thousands	2003			2002			2003			2002

Catalog sales	$	137,008		$	132,399		$	275,398		$	272,551
Internet sales		69,319			44,701			129,549			82,830

Total direct-to-customer sales		206,327			177,100			404,947			355,381

Shipping fees		36,864			30,735			70,545			61,688

Total direct-to-customer revenues	$	243,191		$	207,835		$	475,492		$	417,069

Percent growth in direct-to-customer sales		16.5	%		11.9	%		13.9	%		9.0	%
Percent growth in number of catalogs circulated		15.6	%		(3.9	)%		16.9	%		10.4	%

Direct-to-customer revenues in the Second Quarter of 2003 increased by $35,356,000 or 17.0% over the Second Quarter of 2002. This increase was primarily driven by incremental net revenues generated by the Pottery Barn, Pottery Barn Kids, West Elm, Williams-Sonoma, and Hold Everything brands in addition to incremental revenues from our newest catalog, Pottery Barn Teen. This increase was partially offset by a decrease in revenues from the Chambers catalog due to increased prospecting and lower productivity of the catalog.

The Pottery Barn Teen brand, launched in April 2003, is a home retail concept that is exclusively focused on the teenage market. Pottery Barn Teen offers exclusive lifestyle collections for bedrooms, study, and lounge areas that include products in five key merchandise categories: furniture, rugs, lighting, bedding, and decorative accessories. The products in Pottery Barn Teen are designed to reflect teen personalities and interests and are intended to speak to teenagers with the voice of a teen magazine.

Direct-to-customer revenues for Year-to-Date 2003 increased $58,423,000 or 14.0% over Year-to-Date 2002. This increase was primarily driven by incremental net revenues generated by the Pottery Barn, Pottery Barn Kids, West Elm, Williams-Sonoma, and Hold Everything brands in addition to incremental revenues from our newest catalog, Pottery Barn Teen. This increase was partially offset by a decrease in revenues from the Chambers catalog due to increased prospecting and lower productivity of the catalog.

Internet sales in the Pottery Barn Kids concept have and are expected to continue to fluctuate due to the rapid growth of the retail store base in fiscal 2002 and fiscal 2001 and the initial impact of new store openings on existing comparable stores; strong first year sales in new stores due to grand opening events; and inventory management challenges that resulted from aggressive store opening calendars and better than expected merchandise successes in a new retail concept. At the end of the ThirdSecond Quarter of ~~2002, Pottery Barn Kids operated 54 retail stores versus 23 stores at~~2003 increased by $24,618,000 or 55.1% over the ~~end of the Third Quarter of 2001. For the comparable store sales base calculation, 20 stores were included in the Third~~Second Quarter of 2002 and ~~only three stores were included~~contributed 33.6% of total direct-to-customer sales in the ~~Third~~Second Quarter of ~~2001.~~

~~Direct-to-Customer Revenues~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 3, October 28, November 3, October 28,
Dollars in thousands 2002 2001 2002 2001

Catalog sales $ 139,614 $ 140,724 $ 412,165 $ 418,152
Internet sales 48,042 35,494 130,872 84,083

Total direct-to-customer sales 187,656 176,218 543,037 502,235

Shipping fees 32,425 26,517 94,113 76,442

Total direct-to-customer revenues $ 220,081 $ 202,735 $ 637,150 $ 578,677

Percent growth in direct-to-customer sales 6.5 % 0.8 % 8.1 % 9.4 %
Percent increase in number of catalogs mailed 36.6 % 3.6 % 19.8 % 6.9 %

~~Direct-to-customer revenues of $220,081,000~~2003 versus 25.2% in the ~~Third~~Second Quarter of ~~2002~~2002. Internet sales in Year-to-Date 2003 increased ~~$17,346,000~~by $46,719,000 or ~~8.6%~~56.4% over ~~direct-to-customer revenues in the Third Quarter of 2001. For~~ Year-to-Date 2002 and contributed 32.0% of total direct-to-customer ~~revenues increased $58,473,000 or 10.1% to $637,150,000 from~~sales in Year-to-Date ~~2001. These increases were primarily due to strong growth~~2003 versus 23.3% in Year-to-Date 2002. Although the Pottery Barn, Williams-Sonoma and Pottery Barn Kids brands and incremental revenues from the West Elm catalog launched in April 2002, partially offset by an expected decrease in the Hold Everything brand and introductory sales discounts to customers utilizing the Company’s private label credit card.

~~Direct-to-customer growth was driven primarily by the Internet, which increased sales during the Third Quarter~~amount of 2002 by $12,548,000 or 35.4% to $48,042,000 from the Third Quarter of 2001. Direct-to-customer sales for the Third Quarter of 2001 were negatively impacted by the economic aftermath of the events of September 11th. For Year-to-Date 2002, Internet sales ~~increased $46,789,000 or 55.6%~~that are incremental to ~~$130,872,000 from Year-to-Date 2001. The Company estimates~~our direct-to-customer channel cannot be identified precisely, we estimate that approximately 40% ~~to 50%~~-50% of non-bridal ~~e-commerce~~Internet sales are incremental to the direct-to-customer ~~channels~~channel and approximately 50% ~~to 60%~~-60% are from mail order customers who would have potentially placed an order via the catalog call center. Catalog sales were affected by the continuing trend in customer preference to place orders via the internet rather than by phone, and by initial purchase and loyalty program discounts on private label credit card catalog sales.recently received a catalog.

Cost of Goods Sold


	Thirteen Weeks Ended										Thirty-Nine Weeks Ended										Thirteen Weeks Ended										Twenty-Six Weeks Ended

	November 3,		% Net			October 28,		%Net			November 3,		% Net			October 28,		% Net			August 3,		% Net			August 4,		% Net			August 3,		% Net			August 4,		% Net
Dollars in thousands	2002		Revenues			2001		Revenues			2002		Revenues			2001		Revenues			2003		Revenues			2002		Revenues			2003		Revenues			2002		Revenues

Cost of goods and occupancy expenses	$	293,338		55.6	%	$	265,692		57.5	%	$	840,759		56.0	%	$	763,520		58.3	%	$	335,213		57.8	%	$	280,297		56.6	%	$	637,510		57.1	%	$	547,421		56.2	%
Shipping costs		28,367		5.3	%		30,432		6.6	%		87,646		5.8	%		86,033		6.6	%		30,132		5.2	%		29,922		6.0	%		60,367		5.4	%		59,279		6.1	%

Total cost of goods sold	$	321,705		60.9	%	$	296,124		64.1	%	$	928,405		61.8	%	$	849,553		64.9	%	$	365,345		63.0	%	$	310,219		62.6	%	$	697,877		62.5	%	$	606,700		62.3	%

Cost of goods and occupancy expenses increased ~~$27,646,000 to $293,338,000~~by $54,916,000 in the ~~Third~~Second Quarter of ~~2002 from $265,692,000 in~~2003 over the ~~Third~~Second Quarter of ~~2001. Cost of goods and occupancy expenses expressed as~~2002. As a percentage of net revenues, ~~for the Third Quarter of 2002 decreased 190 basis points to 55.6% from 57.5% in the Third Quarter of 2001. For Year-to-Date 2002,~~ cost of goods and occupancy expenses increased ~~$77,239,000~~120 basis points for the Second Quarter of 2003 from Second Quarter of 2002. This percentage increase was primarily driven by an overall increase in markdown activity in 2003 compared to ~~$840,759,000~~

an exceptionally low level of markdown activity in 2002; higher freight to store and other distribution costs due to the incremental expense associated with the ongoing inventory reinstatement initiative; and a higher cost of merchandise from ~~$763,520,000 from Year-to-Date 2001.~~ euro-based vendors due to the weakening of the U.S. dollar against the euro. Ongoing operational improvements, however, including a decrease in customer returns, replacements and damages, improved shipping profitability for merchandise delivered to the customers, and lower inventory shrinkage partially offset this increase.

Cost of goods and occupancy expenses ~~expressed as~~increased by $90,089,000 for Year-to-Date 2003 over the same period of fiscal 2002. As a percentage of net revenues, ~~for Year-to-Date 2002 decreased 230~~cost of goods and occupancy expenses increased 90 basis points ~~to 56.0% from 58.3% for Year-to-Date 2001. These decreases were~~over the same period of fiscal 2002. This percentage increase was primarily driven by ~~several~~an overall increase in markdown activity in 2003 compared to an exceptionally low level of markdown activity in 2002; higher freight to store and other distribution costs due to the incremental expense associated with the ongoing inventory reinstatement initiative; and a higher cost of merchandise from euro-based vendors due to the weakening of the U.S. dollar against the euro. Ongoing operational improvements, however, including ~~(1) an increase in net shipping profitability; (2)~~ a ~~substantial reduction~~decrease in customer returns, replacements and ~~replacements from~~damages, improved shipping profitability for merchandise ~~quality, changes in~~delivered to the ~~Company’s return policy for furniture in the Pottery Barn brands,~~customers, and ~~new processes for handling returns in the call centers; (3) a substantial reduction in retail~~lower inventory shrinkage ~~due to better than expected mid-year physical inventory results; (4) lower cost of merchandise due to improved sourcing; and (5) lower freight costs from the distribution center to the stores.~~partially offset this increase.

Shipping costs consist of third-party delivery services and shipping materials. Shipping costs ~~decreased to $28,367,000~~increased by $210,000 in the ~~Third~~Second Quarter of ~~2002 from $30,432,000 in~~2003 versus the ~~Third~~Second Quarter of ~~2001.~~2002. This increase was directly related to a higher number of direct-to-customer shipments associated with the increase in direct-to-customer sales, but was substantially offset by a lower cost per shipment due to the consolidation of freight providers and the successful renegotiation of freight-to-customer contracts. As a ~~percentage~~result of these efficiencies, shipping fees, shipping costs have decreased to 83.0% in the Third Quarter of 2002 from 107.7% in the Third Quarter of 2001. For Year-to-Date 2002, shipping costs increased to $87,646,000 from $86,033,000 for Year-to-Date 2001. As a percentage of shipping fees, shipping costs have decreased to 88.2% for Year-to-Date 2002 from 105.7% for Year-to-Date 2001. Shipping costs, as a percentage of shipping fees, ~~decreased~~have continued to decline from 91.6% in the Second Quarter of 2002 to 77.6% in the Second Quarter of 2003.

For Year-to-Date 2003, shipping costs increased by $1,088,000 from Year-to-Date 2002 due to an increase in the number of customer shipments. This increase was directly related to a higher number of direct-to-customer shipments associated with the increase in direct-to-customer sales, but was substantially offset by a lower cost per shipment due to the consolidation of freight providers and the successful renegotiation of freight-to-customer contracts. As a result of these efficiencies, shipping costs, as a percentage of shipping fees, have decreased to 81.6% for Year-to-Date 2003 from ~~the modification of the Company’s shipping rates and surcharge tables. In addition, shipping costs decreased due to improved logistics.~~90.9% for Year-to-Date 2002.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~$23,495,000~~$24,060,000 or ~~14.9%~~14.8% to ~~$181,469,000~~$186,226,000 in the ~~Third~~Second Quarter of ~~2002~~2003 from ~~$157,974,000~~$162,166,000 in the ~~Third~~Second Quarter of 2001. Selling, general and administrative expenses expressed as a percent of net revenues increased by 20 basis points to 34.4% in the Third Quarter of 2002 from 34.2% in the Third Quarter of 2001. As a percentage of net revenues, this increase in selling, general and administrative expenses was primarily due to an increase in employment costs offset by significant leverage in administrative expenses and lower advertising. The employment cost increase as a percentage of net revenues was primarily due to an increase in incentive compensation based upon improved profitability, higher retail employment due to a year-over-year increase in new store openings and higher employment costs to support information technology initiatives. The significant leverage in administrative expenses was primarily due to a reduction in credit card exchange fees due to the customer shifting from major credit cards to the Company’s private label credit card during the Third Quarter of 2002; a reduction in bad debt expense due to the implementation of check authorization in the fourth quarter of 2001; and ongoing reductions in other general operating expenses.

~~For Year-to-Date 2002, selling, general and administrative expenses increased $55,339,000 or 12.4% to $500,305,000 from $444,966,000 for Year-to-Date 2001.~~2002. Selling, general and administrative expenses expressed as a percentage of net revenues decreased by 7060 basis points to ~~33.3% for Year-to-Date 2002~~32.1% in the Second Quarter of 2003 from ~~34.0% for Year-to-Date 2001. As~~32.7% in the Second Quarter of 2002. The improvement in selling, general and administrative expenses as a percentage of net revenues ~~this decrease~~was primarily driven by lower employment and other administrative costs, partially offset by higher advertising costs. Lower employment costs were primarily driven by reduced incentive compensation and the elimination of restricted stock compensation expense. Lower administrative costs were driven by the ongoing corporate-wide initiative to control discretionary overhead expenses. The advertising cost increase was primarily driven by relatively higher costs associated with our new catalog concepts, including the April 2003 launch of Pottery Barn Teen and the substantial circulation increase in West Elm.

For Year-to-Date 2003, selling, general and administrative ~~expense~~expenses increased $50,233,000 or 15.8% to $369,069,000 for Year-to-Date 2003 from $318,836,000 for Year-to-Date 2002. Selling, general and administrative expenses expressed as a percentage of net revenues increased by 30 basis points to 33.0% for Year-to-Date 2003 from 32.7% for Year-to-Date 2002. This percentage increase was primarily due to ~~a significant leverage in~~higher catalog advertising, ~~costs and other operating expenses,~~ partially offset by ~~higher employment costs.~~a reduction in other general expenses. The ~~reduced~~increase in catalog advertising costs as a percentage of net revenues was primarily ~~due~~driven by increased circulation in our emerging businesses, including West Elm, Pottery Barn Teen and Hold Everything, in addition to ~~an overall reduction~~lower productivity in the ~~percentage of total net revenues being generated by direct-to-customer channel, higher catalog productivity,~~Pottery Barn Kids and ~~lower catalog production costs. The employment cost increase as a percentage of net revenues was primarily due to~~Pottery Barn catalogs which resulted from an increase in ~~incentive compensation based upon improved year-over-year profitability.~~circulation to prospect mailing lists.

Interest Expense —- Net

Net interest ~~expense decreased $1,627,000 to $106,000~~income was $130,000 in the ~~Third~~Second Quarter of ~~2002 from $1,733,000 in the Third Quarter of 2001. For Year-to-Date 2002,~~2003 versus net interest expense ~~decreased $4,295,000 to $585,000 from $4,880,000~~of $215,000 in the Second Quarter of 2002. For Year-to-Date 2003, net interest income was $446,000 versus net interest expense of $479,000 for Year-to-Date ~~2001. These decreases were~~2002. The decrease in interest expense was primarily due to ~~no borrowings under the revolving line of credit facility during fiscal 2002.~~an increase in capitalized interest.

Income Taxes

~~The Company’s~~Our effective tax rate was 38.5% for Year-to-Date ~~2002~~2003 and Year-to-Date ~~2001.~~2002.

Liquidity and Capital Resources

For Year-to-Date ~~2002,~~2003, net cash used in operating activities was $66,496,000 as compared to net cash provided by operating activities ~~was $72,079,000 as compared to cash used by operating activities~~ of ~~$50,554,000~~$66,279,000 in Year-to-Date ~~2001.~~2002. This ~~improvement in~~use of operating cash isfor Year-to-Date 2003 was primarily attributable to ~~higher net earnings and a significant increase in accounts payable partially offset by~~ an increase in merchandise ~~inventories.~~inventories due to our decision to substantially reinstate the in-stock position on core merchandise inventories, a reduction in income taxes payable because of the payment of our fiscal 2002 income taxes, a reduction in accounts payable due to the timing of expenditures, and a reduction in accrued expenses primarily driven by the payout of our 2002 incentive compensation in the first quarter of 2003.

Net cash used in investing activities was ~~$117,482,000~~$71,831,000 for Year-to-Date ~~2002~~2003 as compared to ~~net cash used~~$64,537,000 for Year-to-Date 2002. Year-to-Date 2003 purchases of property and equipment included approximately $41,976,000 for stores, $27,559,000 for systems development projects (including e-commerce websites) and $2,296,000 for distribution and facility infrastructure projects. During the first quarter of 2003, we entered into an agreement to purchase a corporate aircraft in late 2003. We are investing ~~activities~~in this asset in response to the increasing complexity of ~~$118,289,000 for~~our global sourcing program (currently representing 58% of annual inventory purchases from over 41 countries), the ~~same period~~continued expansion of ~~fiscal 2001.~~ our retail stores and distribution centers and the increasing difficulty and risks associated with worldwide travel.

Year-to-Date 2002 purchases of property and equipment ~~include~~included approximately ~~$88,146,000~~$48,636,000 for stores, ~~$25,770,000~~$14,306,000 for systems development projects (including e-commerce websites) and ~~$3,566,000~~$1,595,000 for distribution and facility infrastructure projects.

Year-to-Date 2001 purchases of property and equipment include approximately $74,584,000 for stores, $30,067,000 for systems development projects, $12,527,000 for the buildout of corporate facilities and $1,461,000 for distribution capacity expansion.

Based on the Company’s current plans, gross capital expenditures in fiscal 2002 are projected to be approximately $160,000,000, including $114,000,000 for stores, $40,000,000 for systems development and approximately $6,000,000 for distribution and facility infrastructure projects. In addition to these projected expenditures, on March 4, 2002, the Company’s Board of Directors authorized management to obtain information, conduct negotiations and enter into appropriate agreements with the intent to pursue potential acquisitions of two distribution facilities currently leased from certain related parties prior to the end of fiscal 2002.

For Year-to-Date ~~2002,~~2003, cash provided by financing activities was ~~$8,448,000,~~$25,497,000, comprised primarily of ~~$15,918,000 in~~ proceeds from the exercise of stock options, partially offset by the repayment of ~~long-term obligations of $6,959,000 including the repayment of~~ capital lease ~~and long-term debt obligations.~~

obligations.For Year-to-Date ~~2001,~~2002, cash provided by financing activities was ~~$156,036,000,~~$12,584,000, comprised primarily of ~~net line of credit borrowings of $155,250,000 and $12,937,000 in~~ proceeds from the exercise of stock options, partially offset by the repayment of ~~long-term~~capital lease obligations ~~of $12,151,000 including the repayment of~~.

We have a ~~mortgage agreement and long-term debt obligations.~~

~~The Company’s~~$200,000,000 unsecured revolving line of credit facility ~~provides for a $200,000,000 unsecured revolving credit facility~~that expires on October 22, 2005 and contains certain restrictive loan covenants, including minimum tangible net worth, maximum leverage ratio (funded debt adjusted for lease and rent expense to EBITDAR), minimum fixed charge coverage ratio, and maximum annual capital expenditures. ~~The line of credit facility was renewed by an amended and restated agreement dated October 22, 2002. The amended agreement expires on October 22, 2005.~~ Through April 22, 2005, ~~the Company~~we may, upon notice to the lenders, request an increase in the facility up to $250,000,000. ~~The Company~~We may elect interest rates calculated by reference to the agent’s internal reference rate or LIBOR plus a margin based on ~~the Company’s~~our leverage ratio. As of ~~November~~August 3, ~~2002, the Company~~2003, we had no borrowings outstanding under the line of credit facility.

In July 2002, the Company entered into three new unsecured commercial letter of credit reimbursement agreements for an aggregate of $100,000,000. These agreements expire on July 2, 2003. The latest expiration for the letters of credit issued under the agreements is November 29, 2003. Per the new agreements, the Company is permitted to have issuedWe regularly review and outstanding up to $120,000,000 under both the new letter of credit agreements and the prior letter of credit agreement. As of November 3, 2002, $1,037,000 was outstanding under the prior letter of credit agreement, and $75,892,000 was outstanding under the new letter of credit agreements. Such letters of credit represent only a future commitment to fund inventory purchases to which the Company had not taken legal title as of November 3, 2002.

~~The Company regularly reviews and evaluates its~~evaluate our liquidity and capital needs. As ~~the Company continues~~we continue to grow, ~~the Company~~we may experience peak periods for ~~its~~our cash needs during the course of ~~its~~our fiscal year. ~~The Company believes it~~We believe we would have access to additional debt and/or capital market funding as required to meet such ~~needs are required. The Company~~needs. We currently ~~believes~~believe that ~~its~~our available cash, cash equivalents, cash ~~flow~~flows from operations and cash available under ~~its~~our existing credit facilities will be sufficient to finance ~~the Company’s~~our operations and capital requirements for at least the next twelve months.

Stock Repurchase Program

In January 2003, the Board of Directors authorized a stock repurchase program to acquire up to four million shares of the Company’s outstanding common stock in the open market. During the fourth quarter of fiscal year 2002, we repurchased and retired two million shares of our common stock under the program. At August 3, 2003, the remaining authorized amount of stock eligible for repurchase was two million shares. Future purchases under this program will be made through open market transactions at times and amounts that management deems appropriate. The timing and actual number of shares to be purchased in the future will depend on a variety of factors such as price, corporate and regulatory requirements, and other market conditions. We may terminate or limit the stock repurchase program at any time without prior notice.

Impact of Inflation

The impact of inflation on results of operations has not been ~~significant.~~significant to date.

Seasonality

~~The Company’s~~Our business is subject to substantial seasonal variations in demand. Historically, a significant portion of ~~the Company’s~~our revenues and net earnings have been realized during the period from October through December, and levels of net revenues and net earnings have generally been significantly lower during the period from January through September. ~~The Company believes~~We believe this is the general pattern associated with the ~~direct-to-customer~~retail and ~~retail~~direct-to-customer industries. In anticipation of ~~its~~our peak season, ~~the Company hires~~we hire a substantial number of additional employees in ~~its~~our retail stores and direct-to-customer processing and distribution areas, and ~~incurs~~incur significant fixed catalog production and mailing costs.

Risk Factors

The following information describes certain significant risks inherent in our business. You should carefully consider such risks, together with the other information contained in our Annual Report on Form 10-K for the fiscal year ended February 2, 2003 and in our other public filings. If any of such risks and uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report and in our other public filings. In addition, if any of the following risks and uncertainties, or if any other disclosed risks and uncertainties, actually occurs, our business, financial condition or operating results could be harmed substantially, which, in turn, could cause the market price of our stock to decline, perhaps significantly.

We must successfully anticipate changing consumer preferences and buying trends, and manage our inventory commensurate with customer demand.

Our success depends upon our ability to anticipate and respond to changing merchandise trends and customer demands in a timely manner. We must keep our merchandise assortment fresh, but consumer preferences cannot

be predicted with certainty and may change between sales seasons. If we misjudge either the market for our merchandise or our customers’ purchasing habits, our sales may decline significantly and we may be required to mark down certain products to sell the resulting excess inventory or sell such inventory through our outlet stores at prices which are significantly lower than our retail prices, each of which would harm our business and operating results.

In addition, we must manage our inventory effectively, commensurate with customer demand. Much of our inventory is sourced from vendors located outside the United States. Thus, we usually must order merchandise, and enter into contracts for the purchase and manufacture of such merchandise, well in advance of the applicable selling season and frequently before trends are known. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing trends. In addition, the seasonal nature of the specialty home products business requires us to carry a significant amount of inventory prior to peak selling season. As a result, we are vulnerable to demand and pricing shifts and to misjudgments in the selection and timing of merchandise purchases. If we do not accurately predict our customers’ preferences and acceptance levels of our products, our inventory levels will not be appropriate and our business and operating results may be negatively impacted.

Over the last twelve months, we have increased our merchandise inventories by approximately 50% in order to improve our fulfillment rates and customer service. As a result of this increase, we have also seen a related increase in distribution costs. If we are unable to sell through this inventory to our customers, we may experience additional pressure on our gross margins or inventory writedowns in future periods which could negatively affect our business, results of operations and financial condition.

Our business depends, in part, on factors affecting consumer spending that are out of our control.

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, disposable consumer income, recession and fears of recession, war and fears of war, inclement weather, electrical power disruptions, consumer debt, interest rates, sales tax rates and rate increases, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security generally. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for our products, thus reducing our sales and harming our business and operating results.

The growth of our sales and profits depends, in large part, on our ability to successfully open new stores.

In each of the past three fiscal years, our retail stores have generated approximately 59.0% of our net revenues. We plan a net increase of approximately 35 new retail stores in fiscal 2003 as part of our growth strategy. There is no assurance that this strategy will be successful. Our ability to open additional stores successfully will depend upon a number of factors, including:

• our identification and availability of suitable store locations;
• our success in negotiating leases on acceptable terms;
• our ability to secure required governmental permits and approvals;
• our hiring and training of skilled store operating personnel, especially management;
• our timely development of new stores, including the availability of construction materials and labor and the absence of significant construction and other delays in store openings;
• the availability of financing on acceptable terms (if at all); and
• general economic conditions.

Many of these factors are beyond our control. For example, for the purpose of identifying suitable store locations, we rely, in part, on demographics surveys regarding location of consumers in our target market

segments. While we believe that the surveys and other relevant information are helpful indicators of suitable store locations, we recognize that the information sources cannot predict future consumer preferences and buying trends with complete accuracy. In addition, time frames for lease negotiations and store development vary from location to location and can be subject to unforeseen delays. Construction and other delays in store openings could have a negative impact on our business and operating results. There can be no assurance that we will be able to open new stores or that, if opened, those stores will be operated profitably.

We face intense competition from companies with brands or products similar to ours.

The specialty retail and direct-to-customer business is highly competitive. Our specialty retail stores, mail order catalogs and e-commerce websites compete with other retail stores, other mail order catalogs and other e-commerce websites that market lines of merchandise similar to ours. We compete with national, regional and local businesses utilizing a similar retail store strategy, as well as traditional furniture stores, department stores and specialty stores. The substantial sales growth in the direct-to-customer industry within the last decade has encouraged the entry of many new competitors and an increase in competition from established companies.

The competitive challenges facing us include, without limitation:

• anticipating and quickly responding to changing consumer demands better than our competitors;
• maintaining favorable brand recognition and achieving customer perception of value;
• effectively marketing and competitively pricing our products to consumers in several diverse market segments; and
• developing innovative, high-quality products in colors and styles that appeal to consumers of varying age groups and tastes, and in ways that favorably distinguish us from our competitors.

In light of the many competitive challenges facing us, there can be no assurance that we will be able to compete successfully. Increased competition could adversely affect our sales, operating results and business.

We depend on key domestic and foreign vendors for timely and effective sourcing of our merchandise, and we are subject to various risks and uncertainties that might affect our vendors’ ability to produce quality merchandise.

Our performance depends on our ability to purchase our merchandise in sufficient quantities at competitive prices. We purchase our merchandise from numerous foreign and domestic manufacturers and importers. We have no contractual assurances of continued supply, pricing or access to new products, and any vendor could discontinue selling to us at any time. There can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to us in the future. Any inability to acquire suitable merchandise or the loss of one or more key vendors could have a negative effect on our business and operating results because we would be missing products that we felt were important to our assortment, unless and until alternative supply arrangements are secured. We may not be able to develop relationships with new vendors, and products from alternative sources, if any, may be of a lesser quality and/or more expensive than those we currently purchase.

In addition, we are subject to certain risks, including availability of raw materials, labor disputes, union organizing activity, inclement weather, natural disasters, and general economic and political conditions, that might limit our vendors’ ability to provide us with quality merchandise on a timely basis. For these or other reasons, one or more of our vendors might not adhere to our quality control standards, and we might not identify the deficiency before merchandise ships to our stores or customers. Our vendors’ failure to manufacture or import quality merchandise in a timely and effective manner could damage our reputation and brands, and could lead to an increase in customer litigation against us and an attendant increase in our routine litigation costs.

Our dependence on foreign vendors subjects us to a variety of risks and uncertainties.

We source our products from manufacturers in over 41 countries. Specifically, in fiscal 2002, approximately 58% of our merchandise purchases were foreign sourced, primarily from Asia and Europe.

Our dependence on foreign vendors means, in part, that we may be affected by declines in the relative value of the U.S. dollar to other foreign currencies. Although a majority of our foreign purchases of merchandise are negotiated and paid for in U.S. dollars, changes in foreign currency exchange rates might negatively affect the profitability and business prospects of one or more of our foreign vendors. This, in turn, might cause such foreign vendors to demand higher prices for merchandise, hold up merchandise shipments to us, or discontinue selling to us, any of which could ultimately reduce our sales or increase our costs.

We are also subject to other risks and uncertainties associated with changing economic and political conditions in foreign countries. These risks and uncertainties include import duties and quotas, work stoppages, economic uncertainties (including inflation), foreign government regulations, war and fears of war, political unrest and trade restrictions. We cannot predict whether any of the countries in which our products are currently manufactured or may be manufactured in the future will be subject to trade restrictions imposed by the U.S. or foreign governments or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from foreign vendors, including the imposition of additional import restrictions, restrictions on the transfer of funds and/or increased tariffs or quotas, or both, against home-centered items could increase the cost or reduce the supply of merchandise available to us and adversely affect our business, financial condition and operating results. Furthermore, some or all of our foreign vendors’ operations may be adversely affected by political and financial instability resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds and/or other trade disruptions.

In addition, although we are in the process of developing and implementing an enhanced global compliance program, there remains a risk that one or more of our foreign vendors will not adhere to our global compliance standards (including, e.g., fair labor standards and the prohibition on child labor). If this happens, we could lose customer goodwill and favorable brand recognition, which could negatively affect our business and operating results.

We must timely and effectively deliver merchandise to our stores and customers.

We cannot control all of the various factors that might affect our fulfillment rates in direct-to-customer sales and/or timely and effective merchandise delivery to our stores. We rely upon third party carriers for our merchandise shipments, including shipments to our customers and to and from all of our stores. Accordingly, we are subject to the risks, including labor disputes (e.g., west coast port lock-out of 2002), union organizing activity, inclement weather, natural disasters, and possible acts of terrorism associated with such carriers’ ability to provide delivery services to meet our shipping needs. Failure to deliver merchandise in a timely and effective manner could damage our reputation and brands. In addition, we are seeing fuel costs increase substantially and airline companies struggle to operate profitably, which could lead to increased fulfillment expenses and negatively affect our business and operating results by increasing costs and negatively affecting the efficiency of our shipments.

Our failure to successfully manage our order-taking and fulfillment operations might have a negative impact on our business.

The operation of our direct-to-customer business depends on our ability to maintain the efficient and uninterrupted operation of our order-taking and fulfillment operations and our e-commerce websites. Disruptions or slowdowns in these areas could result from disruptions in telephone service or power outages, inadequate system capacity, human error, natural disasters or adverse weather conditions. These problems could result in a reduction in sales as well as increased selling, general and administrative expenses.

In addition, we face the risk that we cannot hire enough qualified employees, especially during our peak season, to support our direct-to-customer operations, due to war or other circumstances that reduce the relevant workforce. The need to operate with fewer employees could negatively impact our customer service levels and our operations and ultimately could negatively affect our business, results of operations and financial condition.

We experience fluctuations in our comparable store sales.

Our success depends, in part, upon our ability to increase sales at our existing stores. Various factors affect comparable store sales, including the number of stores we open, close and expand in any period, the general retail sales environment, changes in sales mix between distribution channels, our ability to efficiently source and distribute products, changes in our merchandise mix, competition, current economic conditions, the timing of our releases of new merchandise and promotional events, the success of marketing programs, and cannibalization of existing store sales by new stores. Among other things, weather conditions or electrical power disruptions can affect comparable store sales, because they can require us to close certain stores temporarily and thus reduce store traffic. Even if stores are not closed, many customers may decide to avoid going to stores in bad weather. These factors may cause our comparable store sales results to differ materially from prior periods and from earnings guidance we have provided. Our comparable store sales have fluctuated significantly in the past on an annual, quarterly and monthly basis, and we expect that comparable store sales will continue to fluctuate in the future. Our comparable store sales increases for fiscal years 2002, 2001 and 2000 were 2.7%, 1.7% and 5.5%, respectively. Comparable store sales increased by 2.9% in the twenty-six weeks ended August 3, 2003. Past comparable store sales are no indication of future results, and there can be no assurance that our comparable store sales will not decrease in the future. Our ability to maintain and improve our comparable store sales results depends in large part on maintaining and improving our forecasting of customer demand and buying trends, selecting effective marketing techniques, providing an appropriate mix of merchandise for our broad and diverse customer base and using more effective pricing strategies. Any failure to meet the comparable store sales expectations of investors and security analysts in one or more future periods could significantly reduce the market price of our common stock.

Our failure to successfully manage the costs and performance of our catalog mailings might have a negative impact on our business.

Postal rate increases and paper and printing costs affect the cost of our catalog mailings. We rely on discounts from the basic postal rate structure, such as discounts for bulk mailings and sorting by zip code and carrier routes. Our cost of paper has fluctuated significantly during the past three fiscal years, and our paper costs may increase in the future. Although we have entered into long-term contracts for catalog paper and catalog printing, these contracts offer no assurance that our catalog production costs will not substantially increase following expiration of these contracts. Future increases in postal rates or paper or printing costs would have a negative impact on our operating results to the extent that we are unable to pass such increases on directly to customers or offset such increases by raising selling prices or by implementing more efficient printing, mailing, delivery and order fulfillment systems.

We have historically experienced fluctuations in customer response to our catalogs. Customer response to our catalogs is substantially dependent on merchandise assortment, merchandise availability and creative presentation, as well as the sizing and timing of delivery of the catalogs. The failure to effectively produce or distribute the catalogs could affect the timing of catalog delivery, which could cause customers to forego or defer purchases.

We must successfully manage our Internet business.

The success of our Internet business depends, in part, on factors over which we have limited control. In addition to changing consumer preferences and buying trends relating to Internet usage, we are vulnerable to certain

additional risks and uncertainties associated with the Internet, including changes in required technology interfaces, website downtime and other technical failures, changes in applicable federal and state regulation, security breaches, and consumer privacy concerns. Our failure to successfully respond to these risks and uncertainties might adversely affect the sales through our Internet business, as well as damage our reputation and brands.

We must successfully manage the complexities associated with a multi-channel and multi-brand business.

During the past few years, with the launch and expansion of our Internet business, new brands and brand expansions, our overall business has become substantially more complex. The changes in our business have forced us to develop new expertise and face new challenges, risks and uncertainties. For example, we face the risk that our Internet business might cannibalize a significant portion of our retail and catalog businesses. While we recognize that our Internet sales cannot be entirely incremental to sales through our retail and catalog channels, we seek to attract as many new customers as possible to our websites. We continually analyze the business results of our three channels and the relationships among the channels, in an effort to find opportunities to build incremental sales. However, we cannot ensure that, as our Internet business grows, it will not cannibalize a portion of our retail and catalog businesses.

We have recently introduced two new brands, West Elm and Pottery Barn Teen, and may introduce additional new brands and brand extensions in the future. Our introduction of new brands and brand extensions poses another set of risks. If we devote time and resources to new brands and brand extensions, and those businesses are not as successful as we planned, then we risk damaging our overall business results. Alternatively, if our new brands and brand extensions prove to be very successful, we risk hurting our existing brands through the migration of customers to the new businesses. There can be no assurance that we can and will introduce new brands and brand extensions that improve our overall business and operating results.

Our inability to obtain commercial insurance at acceptable prices might have a negative impact on our business.

There has been a substantial increase in the costs of insurance, partly in response to the terrorist attacks of September 11, 2001, and financial irregularities and other fraud at publicly-traded companies. We believe that extensive commercial insurance coverage is prudent for risk management and anticipate that our insurance costs may further increase. In addition, for certain types or levels of risk (e.g., risks associated with earthquakes or terrorist attacks), we might determine that we cannot obtain commercial insurance at acceptable prices. Therefore, we might choose to forego or limit our purchase of relevant commercial insurance, choosing instead to self-insure one or more types or levels of risks. If we suffer a substantial loss that is not covered by commercial insurance, the loss and attendant expenses could have a material adverse effect on our business and operating results.

Our inability or failure to protect our intellectual property would have a negative impact on our business.

Our trademarks, service marks, copyrights, patents, trade dress rights, trade secrets, domain names and other intellectual property are valuable assets that are critical to our success. The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brands or goodwill and cause a decline in our sales. There can be no assurance that we will be able to adequately protect our intellectual property or that the costs of defending our intellectual property will not adversely affect our operating results.

We have been sued and may be named in additional lawsuits in a growing number of industry-wide patent litigation cases relating to the Internet.

There appears to be a growing number of patent infringement lawsuits instituted against companies such as ours that have an Internet business. The plaintiff in each case claims to hold a patent that covers web technology, which is allegedly infringed by the operation of the defendants’ websites. We are currently a defendant in certain

such patent infringement cases and anticipate being named in others in the future, as part of an industry-wide trend. Even in cases where a plaintiff’s claim lacks merit, the defense costs in a patent infringement case are very high. There can be no assurance that additional patent infringement claims will not be brought against us, or that the cost of defending such claims or the ultimate resolution of such claims will not negatively impact our business and operating results.

We are planning certain systems changes that might disrupt our operations.

Our success depends on our ability to source merchandise efficiently through appropriate systems and procedures. We are in the process of substantially modifying our information technology systems supporting the product pipeline, including design, sourcing, merchandise planning, forecasting and purchasing, inventory, distribution, transportation and price management. Modifications will involve updating or replacing legacy systems with successor systems during the course of several years. There are inherent risks associated with replacing our core systems, including any disruptions that affect our ability to get products into our stores and delivered to customers. There can be no assurance that we will successfully launch these new systems or that the launch will occur without any disruptions. Any resulting disruptions could have a material adverse effect on our business and operating results.

We need to manage our employment, occupancy and other operating costs.

To be successful, we need to manage our operating costs while we continue to look for opportunities to reduce costs. We recognize that we may need to increase the number of our employees, especially in peak sales seasons, and incur other expenses to support new brands and brand extensions, as well as the opening of new stores and direct-to-customer growth of our existing brands. In addition, although we strive to secure long-term contracts with our service providers and other vendors and otherwise limit our financial commitment to them, there can be no assurance that we will avoid unexpected operating cost increases in the future. Lower than expected sales, coupled with higher than expected costs, would negatively impact our business and operating results.

We depend on external funding sources for operating funds.

We regularly review and evaluate our liquidity and capital needs. We currently believe that our available cash, cash equivalents, cash flow from operations and cash available under our existing credit facilities will be sufficient to finance our operations and expected capital requirements for at least the next twelve months. However, as we continue to grow, we might experience peak periods for our cash needs during the course of our fiscal year, and we might need additional external funding to support our operations. Although we believe we would have access to additional debt and/or capital market funding if needed, there can be no assurance that such funds will be available to us on acceptable terms. If the cost of such funds is greater than expected, it could adversely affect our expenses and our operating results.

Our operating and financial performance in any given period might not meet the extensive guidance that we have provided to the public.

We provide extensive public guidance on our expected operating and financial results for future periods which is based solely on estimates made by management using information available at the time of estimate. Such guidance is comprised of forward-looking statements subject to the risks and uncertainties described in this report and in our other public filings and public statements. We cannot ensure that our guidance will be accurate, particularly in light of the degree of specificity included in our guidance. If in the future our operating or financial results for a particular period do not meet our guidance or the expectations of investment analysts, the market price of our common stock could decline.

We have not undertaken to publicly update or revise this or any of our other forward-looking statements, even if experience or future events make it clear that the results set forth in such statements will not be realized.

Our quarterly results of operations might fluctuate due to a variety of factors including seasonality.

Our quarterly results have fluctuated in the past and may fluctuate in the future, depending upon a variety of factors, including, but not limited to, shifts in the timing of holiday selling seasons, including Valentine’s Day, Easter, Halloween, Thanksgiving and Christmas, and the strategic importance of fourth quarter results. A significant portion of our revenues and net earnings have been realized during the period from October through December. In anticipation of increased holiday sales activity, we incur certain significant incremental expenses, including the hiring of a substantial number of temporary employees to supplement our existing workforce. If, for any reason, we were to realize significantly lower-than-expected revenues or net earnings during the October through December selling season, our business and results of operations would be materially adversely affected.

Our failure to successfully anticipate merchandise returns might have a negative impact on our business.

We record a reserve for merchandise returns based on historical return trends together with current product sales performance in each reporting period. There can be no assurance that actual merchandise returns will not exceed our reserves. In addition, there can be no assurance that the introduction of new merchandise, changes in merchandise mix, changes in consumer confidence, or other competitive and general economic conditions will not cause actual returns to exceed merchandise return reserves. Any significant increase in merchandise returns that exceed our reserves could materially affect our business and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The Company is~~We are exposed to market risks, which include changes in U.S. interest rates and foreign exchange rates. ~~The Company does~~We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk

The interest payable on ~~the Company’s~~our bank line of credit and on two of our operating leases is based on variable interest rates and therefore affected by changes in market interest rates. If interest rates on existing variable rate debt and operating leases rose 2621 basis points (a(an approximately 10% ~~change~~increase in the associated ~~debt’s~~ variable ~~rate~~rates as of ~~November~~August 3, ~~2002)~~2003), the ~~Company’s~~effect on our results ~~from~~of operations and cash flows would not be ~~materially affected. In addition,~~material.

For one of the ~~Company has fixed and~~operating leases with a variable ~~income investments consisting of cash equivalents and short-term investments, which are also affected by changes in market~~ interest ~~rates.~~

~~The Company has~~rate (2.41% at August 3, 2003), we have an interest rate cap contract at 5.88% with a notional amount of $13,083,000 which extends through February ~~2005 related to an operating lease.~~2005. The contract has not been designated as a hedge and is accounted for by adjusting the carrying amount of the contract to market. ~~A loss of approximately $19,000~~Losses on the contract have not been and ~~$88,000 was recorded~~are not expected to be significant and are included in selling, general and administrative ~~expenses for~~expenses.

In addition, we have fixed and variable income investments consisting of cash equivalents and short-term investments, which are also affected by changes in market interest rates. An increase in interest rates of 10% would have an immaterial effect on the ~~thirteen and thirty-nine weeks ended November 3, 2002, respectively, and nil~~value of these investments. Declines in interest rates would, however, decrease the ~~thirteen and thirty-nine weeks ended October 28, 2001.~~income derived from these investments.

Foreign Currency Risks
~~The Company enters into a significant amount~~

We purchase approximately 58% of ~~purchases~~our inventory from vendors in transactions outside of the U.S. ~~that~~, a majority of which are ~~primarily~~denominated in U.S. ~~dollar transactions.~~dollars. A small percentage of ~~the Company’s~~our international purchase transactions are in currencies other than the ~~U.S~~U.S. dollar. Any currency risks related to these transactions are immaterial to us. A decline in the ~~Company as a whole.~~ relative value of the U.S. dollar to other foreign currencies could, however, lead to increased purchasing costs.

As of ~~November~~August 3, ~~2002, the Company has eight~~2003, we have 9 retail stores in Toronto and Vancouver, Canada and ~~expects~~expect to open ~~one or more~~2 additional Canadian stores in fiscal 2003, which ~~exposes the Company~~expose us to market risk associated with foreign currency exchange rate fluctuations.

~~During fiscal 2002, due~~ Due to ~~the Company’s new~~our operations in Canada, ~~and~~we monitor the volatility of the Canadian dollar ~~30-day~~exchange rate and purchase forward contracts ~~have been purchased in order~~as considered appropriate to limit the currency exposure associated with intercompany asset and liability accounts ~~that~~of our Canadian subsidiary. Losses on these contracts have not been and are ~~denominated~~not expected to be significant and are included in ~~Canadian dollars. The Company continues to monitor currency exposure, which has been immaterial during fiscal 2002 to date,~~selling, general and ~~will continue to take steps toward limiting foreign currency risk.~~administrative expenses.

ITEM 4. CONTROLS AND PROCEDURES

As of ~~November~~August 3, ~~2002,~~2003, an evaluation was performed ~~under the supervision and~~ with the participation of ~~the Company’s~~our management, including ~~the~~our Chief Executive Officer (“CEO”) and ~~the Senior~~our Executive Vice President, Chief Financial Officer (“CFO”), of the effectiveness of ~~the design and operation of the Company’s~~our disclosure controls and procedures. Based on that evaluation, ~~the Company’s~~our management, including ~~the~~our CEO and CFO, concluded that ~~the Company’s~~our disclosure controls and procedures were effective asto ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of ~~November 3, 2002.~~1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There ~~have been~~was no ~~significant changes~~change in our internal control over financial reporting that occurred during the ~~Company’s~~period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal ~~controls or in other factors that could significantly affect internal controls subsequent to November 3, 2002.~~control over financial reporting.

1724

~~WILLIAMS-SONOMA, INC. AND SUBSIDIARIES~~

~~FORM 10-Q~~

PART II —- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~There~~As of the date hereof, there are no material ~~pending~~ legal proceedings pending against ~~the Company. The Company is, however, involved in routine litigation arising in~~us. From time to time, we may become a party to and subject to claims incident to the ordinary course of ~~its business, and, while~~our business. Although the results of the proceedings and claims cannot be predicted with certainty, ~~the Company believes~~we believe that the ~~final outcome~~ultimate resolution of such matters will not have a material adverse effect on ~~the Company’s consolidated~~our business, results of operations or financial ~~statements taken as a whole.~~condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s Annual Meeting of Shareholders was held on May 28, 2003.

At the Company’s 2003 Annual Meeting of Shareholders, the shareholders took the following actions:

(I) The shareholders elected each of the following persons by the vote indicated to serve as a Director of the Company until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified:


Name	For	Withheld

Adrian D.P. Bellamy	100,090,783	5,884,513
Patrick J. Connolly	101,225,067	4,750,229
Jeanne Jackson	101,974,454	4,000,842
W. Howard Lester	101,159,293	4,816,003
Michael R. Lynch	101,881,574	4,093,722
James A. McMahan	74,978,194	30,997,102
Edward A. Mueller	101,059,579	4,915,717
Richard T. Robertson	75,051,740	30,923,556
Charles E. Williams	101,159,537	4,815,759

(II) The shareholders approved, by the vote indicated, an amendment of our restated articles of incorporation to amend the section that provides authority to us to indemnify our officers, directors, employees and other agents under California law:


For	Against	Withheld

104,357,935	1,530,878	86,483

(III) The shareholders ratified, by the vote indicated, the selection of Deloitte & Touche LLP as the independent accountants for the Company’s fiscal year ending February 1, 2004:


For	Against	Withheld

103,985,094	1,938,321	51,881

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

~~(a)~~ ~~Exhibits~~
(a) Exhibits


Exhibit Number		Exhibit Description

3.1		Certificate of Amendment of Restated Articles of Incorporation, as Amended, of the Company, dated as of July 22, 2003 (Restated Articles of Incorporation, as Amended, is incorporated by reference to Exhibit 3.1 and Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the period ended February 2, 2003 as filed with the Commission on April 15, 2003, File No. 001-14077)

~~Number~~	~~Exhibit Description~~

10.1	~~Second Amended and Restated Credit~~	First Amendment, dated as of July 2, 2003, to the Reimbursement Agreement ~~dated October 22, 2002~~ between the Company and Bank of America, ~~N.A.~~National Association, dated July 2, 2002

10.2		First Amendment, dated as ~~administrative agent and L/C issuer, Fleet National Bank~~of July 2, 2003, to the Reimbursement Agreement between the Company and The Bank of New York, ~~as co-syndication agents, Wells Fargo Bank, N.A. and JPMorgan Chase Bank as co-documentation agents, and the Lenders party hereto~~dated July 2, 2002
~~99.1~~
10.3		First Amendment, dated as of July 2, 2003, to the Reimbursement Agreement between the Company and Fleet National Bank, dated July 2, 2002

10.4		Fifth Amendment, dated May 30, 2003, to the First Amendment and Restatement of the Williams-Sonoma, Inc. Associate Stock Incentive Plan, effective as of January 1, 1997

10.5		Amendment to the Agreement between the Company and James Boike, dated May 8, 2003 (the original agreement is incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2002 as filed with the Commission on April 29, 2002, File No. 001-14077)

31.1		Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 2002
~~99.2~~
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 2002

~~(b)~~ (b) Reports on Form 8-K
~~The Company filed the following reports on Form 8-K during the third quarter of fiscal 2002:~~
Report dated August 14, 2002 disclosing the sworn statements of Williams-Sonoma, Inc.’s Chief Executive Officer and Chief Financial Officer as required pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.

18On May 22, 2003, we furnished our earnings release for the first quarter of 2003 to the Securities and Exchange Commission on a Form 8-K.

SIGNATURE

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


	WILLIAMS-SONOMA, INC.

~~Dated: December 16, 2002~~	By:	/s/ SHARON L. MCCOLLAM

		Sharon L. McCollam
		~~Senior~~ Executive Vice President
		Chief Financial Officer

19Dated: September 11, 2003

~~CERTIFICATION~~

~~I, Dale W. Hilpert, Chief Executive Officer, certify that:~~

1. ~~I have reviewed this quarterly report on Form 10-Q of Williams-Sonoma, Inc.;~~
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. ~~evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~
c. ~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b. ~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and~~

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


~~Date: December 16, 2002~~
	~~By:~~	~~/s/ DALE W. HILPERT~~

		~~Dale W. Hilpert~~
		~~Chief Executive Officer~~

~~CERTIFICATION~~

~~I, Sharon L. McCollam, Senior Vice President and Chief Financial Officer, certify that:~~


~~Date: December 16, 2002~~
	~~By:~~	~~/s/ SHARON L. MCCOLLAM~~

		~~Sharon L. McCollam~~
		~~Senior Vice President~~
		~~Chief Financial Officer~~


~~(Mark One)~~
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended ~~November~~August 3, ~~2002.~~2003.

or


			Net		Weighted		Per-Share
Dollars and amounts in thousands, except per share amounts			Earnings		Average Shares		Amount

Thirteen weeks ended November 3, 2002
	Basic		$	15,137		116,015	$	0.13
		Effect of dilutive stock options		—		3,781
	Diluted		$	15,137		119,796	$	0.13
Thirteen weeks ended October 28, 2001
	Basic		$	3,853		113,590	$	0.03
		Effect of dilutive stock options		—		2,499
	Diluted		$	3,853		116,089	$	0.03
Thirty-Nine weeks ended November 3, 2002
	Basic		$	44,631		115,069	$	0.39
		Effect of dilutive stock options		—		4,562
	Diluted		$	44,631		119,631	$	0.37
Thirty-Nine weeks ended October 3, 2001
	Basic		$	5,697		112,234	$	0.05
		Effect of dilutive stock options		—		2,857
	Diluted		$	5,697		115,091	$	0.05


Dollars in thousands		Retail		Direct-to-Customer		Unallocated			Total

Thirteen weeks ended November 3, 2002
	Net revenues	$	307,813	$	220,081	$	—		$	527,894
	Depreciation and amortization expense		14,847		5,102		3,276			23,225
	Earnings (loss) before income taxes		28,154		31,733		(35,273	)		24,614
	Capital expenditures		43,130		4,548		5,267			52,945
Thirteen weeks ended October 28, 2001
	Net revenues	$	259,361	$	202,735	$	—		$	462,096
	Depreciation and amortization expense		13,233		4,794		2,904			20,931
	Earnings (loss) before income taxes		15,257		16,170		(25,162	)		6,265
	Capital expenditures		37,044		2,100		6,034			45,178
Thirty-nine weeks ended November 3, 2002
	Net revenues	$	864,716	$	637,150	$	—		$	1,501,866
	Depreciation and amortization expense		43,619		14,818		9,454			67,891
	Earnings (loss) before income taxes		83,525		91,171		(102,125	)		72,571
	Assets		765,389		177,517		210,603			1,153,509
	Capital expenditures		97,367		9,350		10,765			117,482
Thirty-nine weeks ended October 28, 2001
	Net revenues	$	729,985	$	578,677	$	—		$	1,308,662
	Depreciation and amortization expense		37,057		13,928		8,429			59,414
	Earnings (loss) before income taxes		40,092		48,591		(79,420	)		9,263
	Assets		680,878		177,281		163,860			1,022,019
	Capital expenditures		83,333		13,773		21,533			118,639

•		~~The Company’s ability to anticipate consumer preferences and buying trends~~
•		~~The Company’s dependence on timely introduction and customer acceptance of its merchandise~~
•		~~Construction and other delays in store openings~~
•		~~Labor disputes experienced by the Company’s suppliers and/or carriers of goods or services, and union organizing activities at any of its facilities~~
•		~~Competition from companies with concepts or products similar to those of the Company~~
•		~~The Company’s timely and effective sourcing of its merchandise from its foreign and domestic vendors and delivery of merchandise through its supply chain to its stores and customers~~
•		~~The Company’s effective inventory management commensurate with customer demand~~
•		~~The Company’s successful catalog management, including timing, sizing and merchandising~~
•		~~Uncertainties in Internet marketing, infrastructure and regulation~~
•		~~Changes in consumer spending based on weather, economic, political, competitive and other conditions beyond the Company’s control~~
•		~~Multi-channel and multi-brand complexities~~
•		~~The Company’s dependence on external funding sources for operating funds~~
•		~~The Company’s ability to control employment, occupancy and other operating costs~~
•		~~The Company’s ability to improve and control its systems and processes~~
•		~~General economic and market conditions and events~~
•		~~Other risks and uncertainties contained in the Company’s public announcements, reports to shareholders and SEC filings, including but not limited to Reports on Forms 10-K, 8-K and 10-Q.~~

	•		our identification and availability of suitable store locations;

	•		our success in negotiating leases on acceptable terms;

	•		our ability to secure required governmental permits and approvals;

	•		our hiring and training of skilled store operating personnel, especially management;

	•		our timely development of new stores, including the availability of construction materials and labor and the absence of significant construction and other delays in store openings;

	•		the availability of financing on acceptable terms (if at all); and

	•		general economic conditions.

	•		anticipating and quickly responding to changing consumer demands better than our competitors;

	•		maintaining favorable brand recognition and achieving customer perception of value;

	•		effectively marketing and competitively pricing our products to consumers in several diverse market segments; and

	•		developing innovative, high-quality products in colors and styles that appeal to consumers of varying age groups and tastes, and in ways that favorably distinguish us from our competitors.

~~(b)~~		(b) Reports on Form 8-K

		~~The Company filed the following reports on Form 8-K during the third quarter of fiscal 2002:~~

		Report dated August 14, 2002 disclosing the sworn statements of Williams-Sonoma, Inc.’s Chief Executive Officer and Chief Financial Officer as required pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.

1.		~~I have reviewed this quarterly report on Form 10-Q of Williams-Sonoma, Inc.;~~

2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a.		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b.		~~evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~

	c.		~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

	a.		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b.		~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and~~