Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-Q
_________________________
FORM
10-Q
(Mark One)
☒
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 1, 2020.May 2, 2021.         
or
☐
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

to
Commission File Number:
001-14077
_________________________
WILLIAMS-SONOMA, INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
3250 Van Ness Avenue, San Francisco, CA
(Address of principal executive offices)
Delaware
94-2203880
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3250 Van Ness Avenue, San Francisco, CA
94109
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(415) 421-7900

(Former name, former address and former fiscal year, if changed since last report)
_________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading

Symbol(s):
Name of each exchange

on which registered:
Common Stock, par value $.01 per share
WSM
New York Stock Exchange, Inc.
Indicate by check mark 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 ☒ No ☐
¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.

Large accelerated filer
☒
☒
Accelerated filer
☐
¨
Non-accelerated filer¨
Non-accelerated
filer
☐
Smaller reporting company
☐
Emerging growth company
☐
☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒

As of November 29, 2020, 76,587,716May 30, 2021, 75,119,077 shares of the registrant’s Common Stock were outstanding.

Table of Contents
WILLIAMS-SONOMA, INC.
REPORT ON FORM
10-Q
FOR THE QUARTER ENDED NOVEMBER 1, 2020
MAY 2, 2021

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
PAGE
PART I. FINANCIAL INFORMATION
PAGE
Item 1.
1
Item 2.17
12
Item 3.23
18
Item 4.24
18
PART II. OTHER INFORMATION
Item 1.25
20
Item 1A.25
20
Item 2.26
20
Item 3.26
20
Item 4.26
20
Item 5.26
20
Item 6.27
21



Table of Contents
ITEM 1. FINANCIAL STATEMENTS

WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
 Thirteen Weeks Ended
In thousands, except per share amountsMay 2,
2021		May 3,
2020
Net revenues$1,749,029 $1,235,203 
Cost of goods sold996,176 820,943 
Gross profit752,853 414,260 
Selling, general and administrative expenses477,676 365,615 
Operating income275,177 48,645 
Interest expense, net1,872 2,159 
Earnings before income taxes273,305 46,486 
Income taxes45,503 11,063 
Net earnings$227,802 $35,423 
Basic earnings per share$3.01 $0.46 
Diluted earnings per share$2.90 $0.45 
Shares used in calculation of earnings per share:
Basic75,800 77,262 
Diluted78,485 78,399 

   Thirteen
Weeks Ended		   Thirty-nine
Weeks Ended		 
In thousands, except per share amounts
  
November 1,
2020
   
November 3,
2019
   
November 1,
2020
   
November 3,
2019
 
Net revenues
  $1,764,536  $
 
1,442,472   $4,490,516   $
 
4,054,418 
Cost of goods sold
   1,058,953    924,300    2,819,471    2,608,054 
Gross profit
   705,583    518,172    1,671,045    1,446,364 
Selling, general and administrative expenses
   430,979    416,281    1,162,435    1,184,176 
Operating income
   274,604    101,891    508,610    262,188 
Interest expense, net
   5,344    2,564    13,967    7,486 
Earnings before income taxes
   269,260    99,327    494,643    254,702 
Income taxes
   67,488  �� 24,614    122,884    64,685 
Net earnings
  $201,772   $74,713   $371,759   $190,017 
Basic earnings per share
  $2.60   $0.96   $4.80   $2.43 
Diluted earnings per share
  $2.54   $0.94   $4.71   $2.39 
Shares used in calculation of earnings per share:
         
Basic
   77,487    77,897    77,511    78,356 
Diluted
   79,332    79,191    79,012    79,465 
  
 
 
   
 
 
   
 
 
   
 
 
 
See Notes to Condensed Consolidated Financial Statements.


WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 Thirteen Weeks Ended
In thousandsMay 2,
2021		May 3,
2020
Net earnings$227,802 $35,423 
Other comprehensive income (loss):
Foreign currency translation adjustments3,700 (5,276)
Change in fair value of derivative financial instruments, net of tax (tax benefit) of $(241) and $196(665)549 
Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax (tax benefit) of $(55) and $13153 (37)
Comprehensive income$230,990 $30,659 

   Thirteen
Weeks Ended		  Thirty-nine
Weeks Ended		 
In thousands
  
November 1,
2020
  
November 3,
2019
  
November 1,
2020
  
November 3,
2019
 
Net earnings
  $
       
201,772   $
         
74,713  $
       
371,759   $
       
190,017 
Other comprehensive income (loss):
       
Foreign currency translation adjustments
   (745)    1,783   716    (2,477) 
Change in fair value of derivative financial instruments, net of tax (tax benefit) of $21, $97, $146 and $163
   54    5   403    77 
Reclassification adjustment for realized gain on derivative financial instruments, net of tax of $85, $187, $136 and $221
   (231)    (8)   (375)    (235) 
Comprehensive income
  $200,850   $ 76,493  $372,503   $ 187,382 
  
 
 
   
 
 
  
 
 
   
 
 
 
See Notes to Condensed Consolidated Financial Statements.

1
WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

In thousands, except per share amountsMay 2,
2021		January 31,
2021		May 3,
2020
ASSETS
Current assets
Cash and cash equivalents$639,670 $1,200,337 $861,002 
Accounts receivable, net142,459 143,728 104,829 
Merchandise inventories, net1,087,528 1,006,299 1,070,681 
Prepaid expenses58,837 93,822 90,433 
Other current assets20,502 22,894 22,099 
Total current assets1,948,996 2,467,080 2,149,044 
Property and equipment, net875,384 873,894 907,219 
Operating lease right-of-use assets1,054,746 1,086,009 1,175,402 
Deferred income taxes, net57,499 61,854 33,320 
Goodwill85,435 85,446 85,335 
Other long-term assets, net88,180 87,141 67,795 
Total assets$4,110,240 $4,661,424 $4,418,115 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$574,876 $542,992 $423,375 
Accrued expenses174,139 267,592 137,495 
Gift card and other deferred revenue389,640 373,164 299,353 
Income taxes payable93,282 69,476 24,049 
Current debt0 299,350 0 
Borrowings under revolving line of credit0 0 487,823 
Operating lease liabilities208,739 209,754 224,541 
Other current liabilities78,597 85,672 85,458 
Total current liabilities1,519,273 1,848,000 1,682,094 
Deferred lease incentives19,505 20,612 26,254 
Long-term debt0 0 299,868 
Long-term operating lease liabilities999,288 1,025,057 1,109,473 
Other long-term liabilities124,878 116,570 81,497 
Total liabilities2,662,944 3,010,239 3,199,186 
Commitments and contingencies – See Note F000
Stockholders’ equity
Preferred stock: $0.01 par value; 7,500 shares authorized; NaN issued   00   0
Common stock: $0.01 par value; 253,125 shares authorized; 75,235, 76,340 and 77,759 shares issued and outstanding at May 2, 2021, January 31, 2021 and May 3, 2020, respectively753 764 778 
Additional paid-in capital556,305 638,375 596,184 
Retained earnings894,878 1,019,762 641,917 
Accumulated other comprehensive loss(3,929)(7,117)(19,351)
Treasury stock, at cost: 4, 8 and 8 shares as of May 2, 2021, January 31, 2021 and May 3, 2020, respectively(711)(599)(599)
Total stockholders’ equity1,447,296 1,651,185 1,218,929 
Total liabilities and stockholders’ equity$4,110,240 $4,661,424 $4,418,115 
In thousands, except per share amounts
  
November 1,
2020
  
February 2,
2020
  
November 3,
2019
 
ASSETS
     
Current assets
     
Cash and cash equivalents
  $773,170   $432,162  $155,025 
Accounts receivable, net
   129,782    111,737   110,131 
Merchandise inventories, net
   1,125,475    1,100,544   1,258,541 
Prepaid expenses
   84,974    90,426   115,288 
Other current assets
   23,556    20,766   20,260 
Total current assets
   2,136,957    1,755,635   1,659,245 
Property and equipment, net
   869,092    929,038   915,740 
Operating lease
right-of-use
assets
   1,091,649    1,166,383   1,194,061 
Deferred income taxes, net
   42,185    47,977   41,763 
Goodwill
   85,402    85,343   85,355 
Other long-term assets, net
   85,394    69,666   67,660 
Total assets
  $4,310,679   $ 4,054,042  $ 3,963,824 
LIABILITIES AND STOCKHOLDERS’ EQUITY
     
Current liabilities
     
Accounts payable
  $562,294   $521,235  $444,279 
Accrued expenses
   194,985    175,003   140,789 
Gift card and other deferred revenue
   349,671    289,613   296,157 
Income taxes payable
   36,037    22,501   13,182 
Current debt
   —      299,818   —   
Borrowings under revolving line of credit
   —      —     100,000 
Operating lease liabilities
   217,448    227,923   225,530 
Other current liabilities
   99,691    73,462   68,973 
Total current liabilities
   1,460,126    1,609,555   1,288,910 
Deferred rent and lease incentives
   21,858    27,659   29,388 
Long-term debt
   299,173    —     299,769 
Long-term operating lease liabilities
   1,027,142    1,094,579   1,127,403 
Other long-term liabilities
   100,478    86,389   86,461 
Total liabilities
   2,908,777    2,818,182   2,831,931 
Commitments and contingencies – See Note F
Stockholders’ equity
     
Preferred stock: $.01 par value; 7,500 shares authorized; NaN issued
   —      —     —   
Common stock: $.01 par value; 253,125 shares authorized; 76,697, 77,137 and 77,612 shares issued and outstanding at November 1, 2020, February 2, 2020 and November 3, 2019, respectively
   768    772   777 
Additional
paid-in
capital
   623,379    605,822   594,991 
Retained earnings
   792,196    644,794   550,774 
Accumulated other comprehensive loss
   (13,843)    (14,587)   (13,708) 
Treasury stock, at cost: 8, 14 and 14 shares as of November 1, 2020, February 2, 2020 and November 3, 2019, respectively
   (598)    (941)   (941) 
Total stockholders’ equity
   1,401,902    1,235,860   1,131,893 
Total liabilities and stockholders’ equity
  $4,310,679   $4,054,042  $3,963,824 
See Notes to Condensed Consolidated Financial Statements.
2
WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS' EQUITY
(Unaudited)
 
 
Common Stock
Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
Stockholders’
Equity
In thousandsSharesAmount
Balance at January 31, 202176,340 $764 $638,375 $1,019,762 $(7,117)$(599)$1,651,185 
Net earnings— — — 227,802 — — 227,802 
Foreign currency translation adjustments— — — — 3,700 — 3,700 
Change in fair value of derivative financial instruments, net of tax— — — — (665)— (665)
Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax— — — — 153 — 153 
Conversion/release of stock-based awards 1
686 7 (97,958)— — (500)(98,451)
Repurchases of common stock(1,791)(18)(9,239)(306,272)— — (315,529)
Reissuance of treasury stock under stock-based compensation plans 1
— — (344)(44)— 388 0 
Stock-based compensation expense— — 25,471 — — — 25,471 
Dividends declared— — — (46,370)— — (46,370)
Balance at May 2, 202175,235 $753 $556,305 $894,878 $(3,929)$(711)$1,447,296 

 
 
Common Stock
Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
Stockholders’
Equity
In thousandsSharesAmount
Balance at February 2, 202077,137 $772 $605,822 $644,794 $(14,587)$(941)$1,235,860 
Net earnings— — — 35,423 — — 35,423 
Foreign currency translation adjustments— — — — (5,276)— (5,276)
Change in fair value of derivative financial instruments, net of tax— — — — 549 — 549 
Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax— — — — (37)— (37)
Conversion/release of stock-based awards 1
622 6 (28,747)— — (171)(28,912)
Reissuance of treasury stock under stock-based compensation plans 1
— — (499)(14)— 513 0 
Stock-based compensation expense— — 19,608 — — — 19,608 
Dividends declared— — — (38,286)— — (38,286)
Balance at May 3, 202077,759 $778 $596,184 $641,917 $(19,351)$(599)$1,218,929 
1Amounts are shown net of shares withheld for employee taxes.
   
 
Common Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)		  Treasury
Stock		  
Total
Stockholders’
Equity
 
In thousands
  Shares  Amount 
Balance at February 2, 2020
   77,137   $ 772   $ 605,822  $ 644,794  $ (14,587)  $ (941)  $ 1,235,860 
Net earnings
   —    —    —   35,423   —   —   35,423 
Foreign currency translation adjustments
   —    —    —   —   (5,276)   —   (5,276) 
Change in fair value of derivative financial instruments, net of tax
   —    —    —   —   549   —   549 
Reclassification adjustment for realized (gain) on derivative financial instruments, net of tax
   —    —    —   —   (37)   —   (37) 
Conversion/release of stock-based awards
1
   622    6    (28,747)   —   —   (171)   (28,912) 
Reissuance of treasury stock under stock-based compensation plans
1
   —    —    (499)   (14)   —   513   — 
Stock-based compensation expense
   —    —    19,608   —   —   —   19,608 
Dividends declared
   —    —    —   (38,286)   —   —   (38,286) 
Balance at May 3, 2020
   77,759   $778   $596,184  $641,917  $ (19,351)  $ (599)  $1,218,929 
Net earnings
   —    —    —   134,564   —   —   134,564 
Foreign currency translation adjustments
   —    —    —   —   6,737   —   6,737 
Change in fair value of derivative financial instruments, net of tax
   —    —    —   —   (200)   —   (200) 
Reclassification adjustment for realized (gain) on derivative financial instruments, net of tax
   —    —    —   —   (107)   —   (107) 
Conversion/release of stock-based awards
1
   37    —    (677)   —   —   —   (677) 
Stock-based compensation expense
   —    —    13,385   —   —   —   13,385 
Dividends declared
   —    —    —   (39,709)   —   —   (39,709) 
Balance at August 2, 2020
   77,796   $778   $608,892  $736,772  $ (12,921)  $ (599)  $1,332,922 
Net earnings
   —    —    —   201,772   —   —   201,772 
Foreign currency translation adjustments
   —    —    —   —   (745)   —   (745) 
Change in fair value of derivative financial instruments, net of tax
   —    —    —   —   54   —   54 
Reclassification adjustment for realized (gain) on derivative financial instruments, net of tax
   —    —    —   —   (231)   —   (231) 
Conversion/release of stock-based awards
1
   20    1    (968)   —   —   1   (966) 
Repurchases of common stock
  
 
(1,119
)
 
  
 
(11
)
 
  
 
(5,640
)
 
  
 
(103,397
)
 
  
 
—
   
 
—
   
 
(109,048
)
 
Stock-based compensation expense
   —    —    21,095   —   —   —   21,095 
Dividends declared
   —    —    —   (42,951)   —   —   (42,951) 
Balance at November 1, 2020
   76,697   $768   $623,379  $792,196  $(13,843)  $(598)  $1,401,902 
1
Amounts are shown net of shares withheld for employee taxes.
See Notes to Condensed Consolidated Financial Statements.
3
WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYCASH FLOWS
(Unaudited)
 Thirteen Weeks Ended
In thousandsMay 2,
2021		May 3,
2020
Cash flows from operating activities:
Net earnings$227,802 $35,423 
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization47,922 46,224 
Loss on disposal/impairment of assets195 16,185 
Amortization of deferred lease incentives(1,108)(1,405)
Non-cash lease expense52,955 54,262 
Deferred income taxes(3,981)(2,585)
Tax benefit related to stock-based awards10,146 12,039 
Stock-based compensation expense26,330 19,703 
Other(223)129 
Changes in:
Accounts receivable1,522 8,950 
Merchandise inventories(79,726)28,513 
Prepaid expenses and other assets34,562 (215)
Accounts payable27,910 (92,871)
Accrued expenses and other liabilities(90,883)(29,050)
Gift card and other deferred revenue16,174 9,960 
Operating lease liabilities(53,633)(57,629)
Income taxes payable22,917 6,240 
Net cash provided by operating activities238,881 53,873 
Cash flows from investing activities:
Purchases of property and equipment(42,360)(42,321)
Other93 242 
Net cash used in investing activities(42,267)(42,079)
Cash flows from financing activities:
Repurchases of common stock(315,529)0 
Repayment of long-term debt(300,000)0 
Tax withholdings related to stock-based awards(98,451)(28,912)
Payment of dividends(45,576)(39,391)
Borrowings under revolving line of credit0 487,823 
Net cash (used in) provided by financing activities(759,556)419,520 
Effect of exchange rates on cash and cash equivalents2,275 (2,474)
Net (decrease) increase in cash and cash equivalents(560,667)428,840 
Cash and cash equivalents at beginning of period1,200,337 432,162 
Cash and cash equivalents at end of period$639,670 $861,002 
   
 
Common Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)		  Treasury
Stock		  
Total
Stockholders’
Equity
 
In thousands
  Shares  Amount 
Balance at February 3, 2019
   78,813  $ 789  $ 581,900  $584,333  $ (11,073)  $ (235)  $ 1,155,714 
Net earnings
   —     —     —     52,656   —     —     52,656 
Foreign currency translation adjustments
   —     —     —     —     (3,009)   —     (3,009) 
Change in fair value of derivative financial instruments, net of tax
   —     —     —     —     204   —     204 
Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax
   —     —     —     —     (67)   —     (67) 
Conversion/release of stock-based awards
1
   571   5   (25,298)   —     —     (113)   (25,406) 
Repurchases of common stock
   (576)   (6)   (2,874)   (30,010)   —   (958)   (33,848) 
Reissuance of treasury stock under stock-based compensation plans
1
   —     —     (332)   —     —     332   —   
Stock-based compensation expense
   —     —     18,376   —     —     —     18,376 
Dividends declared
   —     —     —     (39,549)   —     —     (39,549) 
Adoption of accounting pronouncements
2
   —     —     —     (3,303)   —     —     (3,303) 
Balance at May 5, 2019
   78,808  $788  $571,772  $564,127  $ (13,945)  $ (974)  $1,121,768 
Net earnings
   —     —     —     62,648   —     —     62,648 
Foreign currency translation adjustments
   —     —     —     —     (1,251)   —     (1,251) 
Change in fair value of derivative financial instruments, net of tax
   —     —     —     —     (132)   —     (132) 
Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax
   —     —     —     —     (160)   —     (160) 
Conversion/release of stock-based awards
1
   31   1   (482)   —     —     —     (481) 
Repurchases of common stock
   (636)   (6)   (3,170)   (35,107)   —     —     (38,283) 
Stock-based compensation expense
   —     —     16,708   —     —     —     16,708 
Dividends declared
   —     —     —     (39,214)   —     —     (39,214) 
Balance at August 4, 2019
   78,203  $783  $584,828  $552,454  $ (15,488)  $ (974)  $1,121,603 
Net earnings
   —     —     —     74,713   —     —     74,713 
Foreign currency translation adjustments
   —     —     —     —     1,783   —     1,783 
Change in fair value of derivative financial instruments, net of tax
   —     —     —     —     5   —     5 
Reclassification adjustment for realized (gain) loss on derivative financial instruments, net of tax
   —     —     —     —     (8)   —     (8) 
Conversion/release of stock-based awards
1
   19   —     (715)   —     —     (21)   (736) 
Repurchases of common stock
   (610)   (6)   (3,068)   (37,509)   —     —     (40,583) 
Reissuance of treasury stock under stock-based compensation plans
1
   —     —     (54)   —     —     54   —   
Stock-based compensation expense
   —     —     14,000   —     —     —     14,000 
Dividends declared
   —     —     —     (38,884)   —     —     (38,884) 
Balance at November 3, 2019
   77,612  $777  $594,991  $550,774  $ (13,708)  $ (941)  $1,131,893 
1
Amounts are shown net of shares withheld for employee taxes.
2
Relates to our adoption of ASU
2016-02,
Leases, in fiscal 2019.
See Notes to Condensed Consolidated Financial Statements.

4
WILLIAMS-SONOMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
   Thirty-nine
Weeks Ended		 
In thousands
  November 1,
2020		  November 3,
2019		 
Cash flows from operating activities:
    
Net earnings
  $371,759   $190,017 
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
     
Depreciation and amortization
   140,340    140,495 
(Gain) loss on disposal/impairment of assets
   26,220    682 
Amortization of deferred lease incentives
   (4,538)    (5,985) 
Non-cash
lease expense
   162,767    160,138 
Deferred income taxes
   (6,969)    (10,937) 
Tax benefit related to stock-based awards
   13,143    13,648 
Stock-based compensation expense
   54,671    49,516 
Other
   (9)    14 
Changes in:
     
Accounts receivable
   (18,017)    (2,842) 
Merchandise inventories
   (22,990)    (133,637) 
Prepaid expenses and other assets
   (4,807)    (24,157) 
Accounts payable
   54,279    (92,101) 
Accrued expenses and other liabilities
   58,539    (24,148) 
Gift card and other deferred revenue
   59,953    5,848 
Operating lease liabilities
   (171,245)    (168,308) 
Income taxes payable
   13,532    (8,293) 
Net cash provided by operating activities
   726,628    89,950 
Cash flows from investing activities:
  
 
 
 
   
Purchases of property and equipment
   (124,885)    (121,154) 
Other
   506    470 
Net cash used in investing activities
   (124,379)    (120,684) 
Cash flows from financing activities:
     
Borrowings under revolving line of credit
   487,823    100,000 
Repayments under the revolving line of credit
  
 
(487,823
) 
 
 
—  
 
Payment of dividends
   (116,761)    (113,159) 
Repurchases of common stock
  
 
(109,048
) 
 
 
(112,714
) 
Tax withholdings related to stock-based awards
   (30,555)    (26,623) 
Debt issuance costs
   (3,645)    —   
Net cash used in financing activities
   (260,009)    (152,496) 
Effect of exchange rates on cash and cash equivalents
   (1,232)    (699) 
Net increase (decrease) in cash and cash equivalents
   341,008    (183,929) 
Cash and cash equivalents at beginning of period
   432,162    338,954 
Cash and cash equivalents at end of period
  $773,170   $155,025 
See Notes to Condensed Consolidated Financial Statements.
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Table of Contents
WILLIAMS-SONOMA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 1,May 2, 2021 and May 3, 2020, and November 3, 2019, the Condensed Consolidated Statements of Earnings, the Condensed Consolidated Statements of Comprehensive Income, and the Condensed Consolidated Statements of Stockholders’ Equity, for the thirteen and thirty-nine weeks then ended and the Condensed Consolidated Statements of Cash Flows for the thirty-ninethirteen weeks then ended, have been prepared by us, without audit. In our opinion, 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 weeks and thirty-nine weeks then ended. Intercompany transactions and accounts have been eliminated. The balance sheet as of February 2, 2020,January 31, 2021, presented herein, has been derived from our audited Consolidated Balance Sheet included in our Annual Report on Form
10-K
for the fiscal year ended February 2, 2020.January 31, 2021.

The results of operations for the thirteen and thirty-nine weeks ended November 1, 2020May 2, 2021 are not necessarily indicative of the operating results of the full year.

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 (“U.S. GAAP”) have been omitted. These financial statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form
10-K
for the fiscal year ended February 2, 2020.January 31, 2021.

COVID-19
On March 11, 2020, the World Health Organization declared a novel strain of the coronavirus
(COVID-19)
to be a global pandemic and recommended containment and mitigation measures worldwide. In March 2020, we announced the temporary closures of all of our retail store operations to protect our employees, customers and the communities in which we operate and to help contain the
COVID-19
pandemic. The preventative or protective actions that governments and businesses around the world have taken to contain the spread of
COVID-19
have resulted in a period of disruption that has materially reduced customer store traffic, and thus our retail store revenues, which comprised approximately 44%
of our net revenues in fiscal 2019. As of November 1, 2020,May 2, 2021, all of our U.S.-based and the majority of our global retail stores had reopened.have reopened for in-person shopping. However, subsequentwe continue to quarter-end, given the continued uncertainty around COVID-19 due to rising rates of infections in certain geographies, state and local officials have reinstatedexperience intermittent closures or restrictions on retail capacity in certain geographies, in accordance with state and local guidelines, which willmay continue to negatively impact our store traffic and retail revenues in the future and may result in future store impairments. Throughout the fiscal year, we have continuedWe continue to operate our e-commerce sites and distribution centers and have continuedcontinue to deliver products to our customers. However, governmental mandates, illness or the absence of a substantial number of distribution center employees may require in the future that we temporarily close one or more of our distribution centers, or may prohibit or significantly limit us, or our third party logistics providers from delivering packages to our customershave experienced, and our stores, which could complicate or prevent us from fulfilling e-commerce orders and could complicate or prevent our ability to supply merchandise to our stores. We also expect to incur incremental costs associated with keeping our people and customers safe during the pandemic, as well as additional supply chain employmentcontinue to experience, delays in inventory receipts, increased raw material costs and higher shipping costs due to the various surcharges that have been announced by third party shippers on retailers. These higher costs affected us in the third quarter of 2020 and will affect us more so in the fourth quartershipping-related charges as a result of peak surcharges during the holiday seasonport slowdowns and could continue to affect us thereafter. Further, COVID-19 related containment efforts and illnesses could also impact our vendors who manufacture or deliver our merchandise to us or our customers, which could adversely affect our ability to acquire and sell our merchandise and could negatively impact our revenues and results of operations. 
As a result of the COVID-19 pandemic and the prolonged impact on our retail locations
,
we identified certain assets whose carrying value was deemed to have been impaired. Given the material reductions in our retail store revenues and operating income during fiscal 2020, we evaluated our estimates and assumptions related to our stores’ future sales and cash flows, and performed a comprehensive review of our stores’ long-lived assets for impairment, including both property and equipment and operating lease right-of-use assets, at an individual store level. Key assumptions used in estimating fair value of our store assets in connection with our impairment analyses are sales growth, gross margin, employment costs, lease escalations, market rental rates, changes in local real estate markets in which we operate, inflation, and the overall economics of the retail industry. Our assumptions account for the estimated impact on future cash flows from the recent temporary store closures
and capacity restrictions
, including reduced store traffic and longer recovery times in those stores we have re-opened,congestions, as well as
the reinstatement of
closures
or
restrictions
on retail capacity shipping container and foam shortages, due in certain areas. We did
0t
record any store asset impairment charges within selling, general and administrative expenses
during the thirteen
weeks ended November 1, 2020. During the
thirty-nine weeks ended November 1, 2020, we recorded store asset impairment charges within selling, general and administrative expenses of approximately
$16,514,000
relatedpart to property and equipment and
$5,461,000 
related to operating lease right-of-use assets. 
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Table of Contents
During
the thirty-nine weeks ended November 1, 2020, we recorded charges of approximately $11,378,000
related to
write-offs for inventory with minor damage that we could not liquidate through our outlets due to store closures resulting from
COVID-19.
During the thirteen weeks ended November 1, 2020, we did 0t record any charges related to such inventory write-offs.
We test goodwill for impairment annually (on the first day of the fourth quarter), or between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. As of November 1, 2020 and November 3, 2019, we had goodwill of $85,402,000 and $85,355,000, respectively, primarily related to our fiscal 2017 acquisition of Outward and our fiscal 2011 acquisition of Rejuvenation, Inc. As a result of the
COVID-19
pandemic and the resulting closure of our retail locations, we evaluated the need to test goodwill for potential impairment. Our most recently completed qualitative goodwill impairment assessment indicated that the fair values of our reporting units significantly exceeded their carrying values. Further, we currently do not expect the impact of
COVID-19
to significantly affect the long-term estimates or assumptions of revenue and operating income growth, nor the long-term
strategies
of our brands, considered in our most recently completed goodwill assessment. Therefore, we have not tested our goodwill for impairment between annual tests and, accordingly, have not recorded any goodwill impairment charges during the third quarter of fiscal 2020.from COVID-19.
As of the end of the quarter, we had finalized rent concession negotiations with a portion of our store landlords and we expect the remaining outstanding lease concession negotiations to be finalized throughout the remainder of fiscal 2020.
In response to
COVID-19,
the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act provides tax provisions and other
stimulus
measures to affected companies. The impact of the CARES Act was not material to our result of operations for the
third
quarter of fiscal 2020.
These events and changes in circumstances, including a more prolonged and/or severe COVID-19 pandemic
and the reinstatement of closures or restrictions on retail capacity
, may lead to increased impairment risk in the future; therefore, we will continue to monitor events and changes in circumstances that may indicate the need to test our long-lived assets, including goodwill, for potential impairment.
New Accounting Pronouncements
In June 2016, the FASB issued ASU
2016-13,
 Financial Instruments—Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments. This standard is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. This ASU was effective for us in the first quarter of fiscal 2020. The adoption of this ASU did not have a material impact on our financial condition, results of operations or cash flows.
In August 2018, the FASB issued ASU
2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software
(Subtopic
350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain
internal-use
software. Accordingly, the amendments require an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic
350-40
to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This ASU was effective for us in the first quarter of fiscal 2020. The adoption of this ASU did not have a material impact on our financial condition, results of operations or cash flows.
In December 2019, the FASB issued ASU 2019-12,
Simplifying the Accounting for Income Taxes
(Topic 740). This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard isThis ASU was effective for public companies forus in the first quarter of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020
.
We do not expect the2021. The adoption of this ASU did not have an impact on our financial condition, results of operations or cash flows.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The ASU is intended to ease the potential accounting and financial reporting burden of reference rate reform, including the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance provides optional expedients and scope exceptions for transactions if certain criteria are met. These transactions include contract modifications, hedge accounting, and the sale or transfer of debt securities classified as held-to-maturity. We may elect to apply the provisions of the new standard prospectively through December 31, 2022. Unlike other topics, the provisions of this update are only available until December 31, 2022, by which time the reference rate replacement activity is expected to be completed. We have yet to elect an adoption date, but do not believe any adoption would have a material impact on our financial condition, results of operations or cash flows.
7
5
NOTE B. BORROWING ARRANGEMENTS

Credit Facility
We have a credit facility which provides for a $500,000,000 unsecured revolving line of credit (“revolver”) and a $300,000,000 unsecured term loan facility (“term loan”). The revolver may be used to borrow revolving loans or request the issuance of letters of credit. We may, upon notice to the administrative agent, request existing or new lenders, at such lenders’ option, to increase the revolver by up to $250,000,000 to provide for a total of $750,000,000 of unsecured revolving credit.
Our credit facility also provided for a $300,000,000 unsecured term loan facility (“term loan”). In February 2021, prior to maturity, we repaid the full outstanding balance of $300,000,000 on our term loan.

InDuring the first quarter of fiscal 2021, we had 0 borrowings under the revolver. Additionally, as of May 2, 2021, $12,601,000 in issued but undrawn standby letters of credit were outstanding under the revolver. The standby letters of credit were primarily issued to secure the liabilities associated with workers’ compensation and other insurance programs. During the first quarter of fiscal 2020, we entered into an amendment todrew down $487,823,000 on our credit facility (the “Credit Facility Amendment”), which, among other changes, extends the maturity date and amends therevolver (at a weighted average interest rate of 2.00%), all of which was repaid prior to the term loan, modifies covenants under the credit facility, and maintains the maturity date and interest rateend of the revolver.fiscal 2020. The term loan nowrevolver matures on January 8, 2022,2023, at which time all outstanding principal and any accrued interestborrowings must be repaid. Underrepaid and all outstanding letters of credit must be cash collateralized. We may elect to extend the Credit Facility Amendment, thematurity date for an additional year, subject to lender approval.

The interest rate applicable to the credit facility is variable, and may be elected by us as: (i) the LIBOR plus an applicable margin based on our leverage ratio ranging from 0.91% to 1.775% for a revolver borrowing, and 1.75% to 2.5% for the term loan, or (ii) a base rate as defined in the credit facility, plus an applicable margin ranging from 0% to 0.775% for a revolver borrowing, and 0.75% to 1.5% for the term loan.
We had no borrowings during the third quarter of fiscal 2020, and for
year-to-date
fiscal 2020, we had borrowings of $487,823,000 under the revolver (at a
year-to-date
weighted average interest rate of 2.47
%), all of which were repaid in the third quarter of fiscal 2020.
Additionally, as of November 1, 2020, $12,486,000 in issued but undrawn standby letters of credit were outstanding under the revolver. The standby letters of credit were
primarily
issued to secure the liabilities associated with workers’ compensation and other insurance programs. During the third quarter and for
year-to-date
fiscal 2019, we had borrowings of $100,000,000 under the revolver (at a
year-to-date
weighted average interest rate of 3.12%). The revolver matures on January 8, 2023, at which time all outstanding borrowings must be repaid and all outstanding letters of credit must be cash collateralized. We may elect to extend the maturity date for an additional year, subject to lender approval.
As of November 1, 2020, we had $300,000,000 outstanding under our term loan (at a
year-to-date
weighted average interest rate of 2.88%). Costs incurred in connection with the issuance of the term loan are presented as a reduction to the carrying value of the debt in our Condensed Consolidated Balance Sheet.
In addition to the Credit Facility Amendment,credit facility, during the second quarter of fiscal 2020 we entered into a new agreement (the
“364-Day
“364-Day Credit Agreement”) for an additional $200,000,000 unsecured revolving line of credit. Under the
364-Day
Credit Agreement, the interest rate is variable and may be elected by us as: (i) LIBOR plus an applicable margin based on our leverage ratio ranging from 1.75% to 2.5% or (ii) a base rate as defined in the agreement, plus an applicable margin ranging from 0.75% to 1.5%. The
364-Day
Credit Agreement matures on May 10, 2021.
During the thirdfirst quarter and for year-to-dateof fiscal 2020,2021, we
had no0 borrowings under the
364-Day
Credit Agreement. We did not renew the 364-Day Credit Agreement upon its maturity in May 2021.

The Credit Facility Amendmentcredit facility contains and the
364-Day
Credit Agreement containcontained certain restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio (funded debt adjusted for lease and rent expense to earnings before interest, income tax, depreciation, amortization and rent expense), and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of assets. As of November 1, 2020,May 2, 2021, we were in compliance with our covenants under ourthe credit facilitiesfacility and the 364-Day Credit Agreement and based on current projections, we expect to remain in compliance with our covenants under the remaining credit facility throughout the next 12 months.

Letter of Credit Facilities
On August 23
, 2020
,
we
renewed all
three
of our
We have 3 unsecured letter of credit facilities
and reduced the aggregate credit available under thesereimbursement facilities from
$70,000,000
tofor a total of $35,000,000, due to our lower level
of
usage, and extended each facility’s maturity date until
of which matures on August 22, 2021
.2021. The letter of credit facilities contain covenants that are consistent with our credit facility. Interest on unreimbursed amounts under the letter of credit facilities accrues at a base rate as defined in the credit facility, plus an applicable margin based on our leverage ratio. As of November 1, 2020,May 2, 2021, an aggregate of $9,075,000$5,836,000 was outstanding under the letter of credit facilities, which represents only a future commitment to fund inventory purchases to which we had not taken legal title. The latest expiration date possible for any future letters of credit issued under the facilities is January 19, 2022.
8
Table of Contents
NOTE C. STOCK-BASED COMPENSATION

Equity Award Programs
Our Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”) provides for grants of incentive stock options, nonqualified stock options, stock-settled stock appreciation rights, (collectively, “option awards”), restricted stock awards, restricted stock units (including those that are performance-based), deferred stock awards (collectively, “stock awards”) and dividend equivalents up to an aggregate of 36,570,000 shares. As of November 1, 2020,May 2, 2021, there were approximately 2,465,0001,242,000 shares available for future grant. Awards may be granted under the Plan to officers, employees and
non-employee
members of the board of directors of the company (the “Board”) or any parent or subsidiary. Shares issued as a result of award exercises or releases are primarily funded with the issuance of new shares.
Option Awards
Annual grants of option awards are limited to 1,000,000 shares on a per person basis and have a maximum term of seven years. The exercise price of these option awards must not be less than 100% of the closing price of our stock on the day prior to the grant date. Option awards granted to employees generally vest evenly over a period of four years for service-based awards. Certain option awards contain vesting acceleration clauses resulting from events including, but not limited to, retirement, merger or a similar corporate event.

6
Stock Awards
Annual grants of stock awards are limited to 1,000,000 shares on a per person basis. Stock awards granted to employees generally vest evenly over a period of four years for service-based awards. Certain performance-based awards, which have variable payout conditions based on predetermined financial targets, generally vest three years from the date of grant. Certain stock awards and other agreements contain vesting acceleration clauses resulting from events including, but not limited to, retirement, disability, death,
merger or a similar corporate event. Stock awards granted to
non-employee
Board members generally vest in one year.
Non-employee
Board members automatically receive stock awards on the date of their initial election to the Board and annually thereafter on the date of the annual meeting of stockholders (so long as they continue to serve as a
non-employee
Board member).

Stock-Based Compensation Expense
During the thirteen and thirty-nine weeks ended November 1,May 2, 2021 and May 3, 2020, we recognized total stock-based compensation expense, as a component of selling, general and administrative expenses of $21,276
,000
$26,330,000 and $54,671
,000
, respectively. During the thirteen and thirty-nine weeks ended November 3, 2019, we recognized total stock-based compensation expense, as a component of selling, general and administrative expenses, of $14,115,000 and $49,516,000,$19,703,000, respectively.

Restricted Stock Units
The following table summarizes our restricted stock unit activity during the thirty-ninethirteen weeks ended November 1, 2020:
May 2, 2021:
Shares
Balance at February 2, 2020
January 31, 2021		3,118,884 2,884,194
Granted
359,230 1,132,649
Granted, with vesting subject to performance conditions
107,075 267,000
Released
1
(1,029,356)
(1,030,199
) 
Cancelled
(29,652)(98,603) 
Balance at November 1, 2020
May 2, 2021		2,526,181 3,155,041
Vested plus expected to vest at November 1, 2020
May 2, 2021		2,309,979 2,340,530
1
Excludes 170,308 incremental shares released due to achievement of performance conditions above target.
1Excludes 228,666 incremental shares released due to achievement of performance conditions above target.
9

Table of Contents
NOTE D. 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 is computed as net earnings divided by the weighted average number of common shares outstanding and common stock equivalents outstanding for the period. Common stock equivalents consist of shares subject to stock-based awards with exercise prices less than or equal to the average market price of our common stock for the period, to the extent their inclusion would be dilutive.

The following is a reconciliation of net earnings and the number of shares used in the basic and diluted earnings per share computations:
In thousands, except per share amountsNet EarningsWeighted
Average Shares		Earnings
Per Share
Thirteen weeks ended May 2, 2021
Basic$227,802 75,800 $3.01 
Effect of dilutive stock-based awards2,685 
Diluted$227,802 78,485 $2.90 
Thirteen weeks ended May 3, 2020
Basic$35,423 77,262 $0.46 
Effect of dilutive stock-based awards1,137 
Diluted$35,423 78,399 $0.45 

In thousands, except per share amounts
  Net Earnings   
Weighted
Average Shares
   
Earnings
Per Share
 
Thirteen weeks ended November 1, 2020
      
Basic
  $201,772    77,487   $2.60 
Effect of dilutive stock-based awards
        1,845      
Diluted
  $201,772    79,332   $2.54 
Thirteen weeks ended November 3, 2019
      
Basic
  $74,713    77,897   $0.96 
Effect of dilutive stock-based awards
        1,294      
Diluted
  $74,713    79,191   $0.94 
Thirty-nine weeks ended November 1, 2020
      
Basic
  $371,759    77,511   $4.80 
Effect of dilutive stock-based awards
        1,501      
Diluted
  $371,759    79,012   $4.71 
Thirty-nine weeks ended November 3, 2019
      
Basic
  $ 190,017    78,356   $2.43 
Effect of dilutive stock-based awards
        1,109      
Diluted
  $190,017    79,465   $ 2.39 
Stock-based awards of 22912,000 and 19,2958,000 were excluded from the computation of diluted earnings per share for the thirteen and thirty-nine weeks ended November 1,May 2, 2021 and May 3, 2020, respectively, as their inclusion would be anti-dilutive. Stock-based awards
7
NOTE E. SEGMENT REPORTING

We identify our operating segments according to how our business activities are managed and evaluated. Each of our brands are operating segments. Because they share similar economic and other qualitative characteristics, we have aggregated our operating segments into a single reportable segment.

The following table summarizes our net revenues by brand for the thirteen and thirty-nine weeks ended November May 2, 2021 and May 3, 2020.
 Thirteen Weeks Ended
In thousandsMay 2,
2021		May 3,
2020
Pottery Barn$679,055 $479,615 
West Elm477,317 315,430 
Williams Sonoma265,607 199,302 
Pottery Barn Kids and Teen236,067 188,552 
Other 1
90,983 52,304 
Total 2
$1,749,029 $1,235,203 
1Primarily consists of net revenues from our international franchise operations, Rejuvenation and Mark and Graham.
2Includes net revenues related to our international operations (including our operations in Canada, Australia, the United Kingdom and our franchise businesses) of approximately $99.9 million and $55.2 million for the thirteen weeks ended May 2, 2021 and May 3, 2020, and November 3, 2019.
respectively.

   Thirteen
Weeks Ended		   Thirty-nine
Weeks Ended		 
In thousands
  
November 1,
2020
   
November 3,
2019
   
November 1,
2020
   
November 3,
2019
 
Pottery Barn
  $684,029   $556,985   $1,726,920   $ 1,573,958 
West Elm
   474,959    390,341    1,170,941    1,057,398 
Williams Sonoma
   259,725    205,493    702,160    591,761 
Pottery Barn Kids and Teen
   277,598    228,051    702,137    632,950 
Other
1
   68,225    61,602    188,358    198,351 
Total
2
  $1,764,536   $ 1,442,472   $4,490,516   $4,054,418 
1
Primarily consists of net revenues from our international franchise operations, Rejuvenation and Mark and Graham.
2
Includes net revenues related to our international operations (including our operations in Canada, Australia, the United Kingdom and our franchise businesses) of approximately $87.1
million and $86.2 million for the thirteen weeks ended November 1, 2020 and November 3, 2019, respectively, and approximately $219.8
million and $260.5 million for the thirty-nine weeks ended November 1, 2020 and November 3, 2019, respectively.
Long-lived assets by geographic location are as follows:
In thousandsMay 2,
2021		May 3,
2020
U.S.$2,012,572 $2,117,469 
International148,672 151,602 
Total$2,161,244 $2,269,071 
In thousands
  
November 1,
2020
   
November 3,
2019
 
U.S.
  $2,025,140   $ 2,140,505 
International
   148,582    164,074 
Total
  $2,173,722   $2,304,579 
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Table of Contents
NOTE F. COMMITMENTS AND CONTINGENCIES

We are involved in lawsuits, claims and proceedings incident to the ordinary course of our business. These disputes, which are not currently material, are increasing in number as our business expands and our company grows. We review the need for any loss contingency reserves and establish reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. In view of the inherent difficulty of predicting the outcome of these matters, it may not be possible to determine whether any loss is probable or to reasonably estimate the amount of the loss until the case is close to resolution, in which case no reserve is established until that time. Any claims against us, whether meritorious or not, could result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, we believe that the ultimate resolution of these current matters will not have a material adverse effect on our Condensed Consolidated Financial Statements taken as a whole.
NOTE G. STOCK REPURCHASE PROGRAM AND DIVIDENDS

Stock Repurchase Program
In March 2021, our Board of Directors authorized a new stock repurchase program for $1,000,000,000, which replaced our existing program. During the thirteen and thirty-nine weeks ended November 1, 2020,May 2, 2021, we repurchased 1,119,3351,790,725 shares of our common stock at an average cost of $97.42$176.20 per share for a total cost of approximately $109,048
,000
.$315,529,000 under our prior and new stock repurchase programs. As of November 1, 2020,May 2, 2021, there was $465,934
,000
approximately $703,833,000 remaining under our current stock repurchase program. During the thirteen weeks ended May 3, 2020, we did 0t repurchase any shares of our common stock. As of November 1,May 2, 2021 and May 3, 2020, we held treasury stock of $598
,000
$711,000 and $599,000, respectively, that represents the cost of shares available for issuance that are intended to satisfy future stock-based award settlements in certain foreign jurisdictions.
During the thirteen weeks ended November 3, 2019, we repurchased 610,349 shares of our common stock at an average cost of $66.49 per share for a total cost of approximately $40,583,000. During the thirty-nine weeks ended November 3, 2019, we repurchased 1,838,971 shares of our common stock at an average cost of $61.29 per share for a total cost of approximately $112,714,000.
As of November 3, 2019, we held treasury stock of 
$941
,000

that represents the cost8
Stock repurchases under our program may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability and other market conditions.

Dividends
In October 2020,March 2021, our Board of Directors authorized a $
0.05
,$0.06, or
10.4
% 11.3%, increase in our quarterly cash dividend, from $
0.48
$0.53 to $
0.53
$0.59 per common share. 
share, subject to capital availability. We declared cash dividends of $0.53$0.59 and $0.48 per common share during the thirteen weeks ended November 1,May 2, 2021 and May 3, 2020, and November 3, 2019, respectively. We declared cash dividends of $1.49 and $1.44 per common share during the thirty-nine weeks ended November 1, 2020 and November 3, 2019, respectively
.
Our quarterly cash dividend may be limited or terminated at any time.
NOTE H. DERIVATIVE FINANCIAL INSTRUMENTS

We have retail and
e-commerce
businesses in Canada, Australia and the United Kingdom, and operations throughout Asia and Europe, which expose us to market risk associated with foreign currency exchange rate fluctuations. Substantially all of our purchases and sales are denominated in U.S. dollars, which limits our exposure to this risk. However, some of our foreign operations have a functional currency other than the U.S. dollar. To mitigate this risk, we hedge a portion of our foreign currency exposure with foreign currency forward contracts in accordance with our risk management policies. We do not enter into such contracts for speculative purposes. The assets or liabilities associated with the derivative financial instruments are measured at fair value and recorded in either other current or long-term assets or other current or long-term liabilities. As discussed below, the accounting for gains and losses resulting from changes in fair value depends on whether the derivative financial instrument is designated as a hedge and qualifies for hedge accounting in accordance with the ASC 815,
Derivatives and Hedging
.

Cash Flow Hedges
We enter into foreign currency forward contracts designated as cash flow hedges (to sell Canadian dollars and purchase U.S. dollars) for forecasted inventory purchases in U.S. dollars by our Canadian subsidiary. These hedges have terms of up to 1812 months. All hedging relationships are formally documented, and the forward contracts are designed to mitigate foreign currency exchange risk on hedged transactions. We record the effective portion of changes in the fair value of our cash flow hedges in other comprehensive income (“OCI”) until the earlier of when the hedged forecasted inventory purchase occurs or the respective contract reaches maturity. Subsequently, as the inventory is sold to the customer, we reclassify amounts previously recorded in OCI to cost of
goods sold.

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Changes in the fair value of the forward contract related to interest charges (or forward points) are excluded from the assessment and measurement of hedge effectiveness and are recorded in cost of goods sold. Based on the rates in effect as of November 1, 2020,May 2, 2021, we expect to reclassify a net pre-tax gainloss of approximately
$46,000 $1,677,000 from OCI to cost of goods sold over the next 12 months.

As of November 1,May 2, 2021 and May 3, 2020, and November 3, 2019, we had foreign currency forward contracts outstanding (in U.S. dollars) with notional values as follows:
In thousandsMay 2,
2021		May 3,
2020
Contracts designated as cash flow hedges$18,000 $11,600 

In thousands
  
November 1,
2020
   
November 3,
2019
 
Contracts designated as cash flow hedges
  $28,200   $19,700 
Hedge effectiveness is evaluated prospectively at inception, on an ongoing basis, as well as retrospectively using regression analysis. Any measurable ineffectiveness of the hedge is recorded in selling, general and administrative expenses. NaNNo gain or loss was recognized for cash flow hedges due to hedge ineffectiveness and all hedges were deemed effective for assessment purposes for the thirteen and thirty-nine weeks ended November 1, 2020May 2, 2021 and NovemberMay 3, 2019.2020.

The effect of derivative instruments in our Condensed Consolidated Financial Statements duringfrom gains or losses recognized in income was not material for the thirteen and thirty-nine weeks ended November 1, 2020May 2, 2021 and NovemberMay 3, 2019,
pre-tax,
was as follows:
  Thirteen Weeks Ended  Thirty-nine Weeks Ended 
  November 1, 2020  November 3, 2019  November 1, 2020  November 3, 2019 
In thousands
 
Cost of goods
sold
  
Selling,
general and
administrative
expenses
  
Cost of goods
sold
  
Selling,
general and
administrative
expenses
  Cost of goods
sold		  
Selling,
general and
administrative
expenses
  Cost of goods
sold		  
Selling,
general and
administrative
expenses
 
Line items presented in the Condensed Consolidated Statement of Earnings in which the effects of derivatives are recorded
  $1,058,953   $430,979   $924,300   $416,281   $2,819,471   $1,162,435   $2,608,054   $1,184,176 
Gain (loss) recognized in income
                
Derivatives designated as cash flow hedges
  $315   $—     $204   $—     $510   $—     $499   $—   
Derivatives not designated as hedging instruments
  $—     $(22)   $—     $6   $—     $(20)   $—     $24 
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2020.
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The fair values of our derivative financial instruments are presented below according to their classificationin other current assets and or other current liabilities in our Condensed Consolidated Balance Sheets. All fair values were measured using Level 2 inputs as defined by the fair value hierarchy described in Note I.
In thousands
  November 1, 2020  November 3, 2019 
Derivatives designated as cash flow hedges:
    
Other current assets
  $181   $132 
Other current liabilities
  $(7)  $—   
We record all derivative assets and liabilities on a gross basis. They do not meet the balance sheet
9
netting criteria as discussed in ASC 210,
Balance Sheet,
, because we do not have master netting agreements established with our derivative counterparties that would allow for net settlement.
NOTE I. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

We determine the fair value of financial and
non-financial
assets and liabilities using the fair value hierarchy established by ASC 820,
Fair Value Measurement
, which defines three levels of inputs that may be used to measure fair value, as follows:

•Level 1: inputs which include quoted prices in active markets for identical assets or liabilities;
•Level 2: inputs which include observable inputs other than Level 1 inputs, such as quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and
•Level 3: inputs which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability.

The fair values of our cash and cash equivalents are based on Level 1 inputs, which include quoted prices in active markets for identical assets.

Debt
As of November 1, 2020, the fair value of our debt, which consists of outstanding borrowings under our revolver and term loan, approximates its carrying value, as the instruments are relatively short-term in nature and the interest rate under the term loan is based on observable Level 2 inputs, which consist primarily of quoted market interest rates for instruments with similar maturities.
Foreign Currency Derivatives and Hedging Instruments
We use the income approach to value our derivatives using observable Level 2 market data at the measurement date and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact. Level 2 inputs are limited to quoted prices that are observable for the assets and liabilities, which include interest rates and credit risk ratings. We use
mid-market
pricing as a practical expedient for fair value measurements. Key inputs for foreign currency derivatives are the spot rates, forward rates, interest rates and credit derivative market rates.

The counterparties associated with our foreign currency forward contracts are large credit-worthy financial institutions, and the derivatives transacted with these entities are relatively short in duration, therefore, we do not consider counterparty concentration and
non-performance
to be material risks at this time. Both we and our counterparties are expected to perform under the contractual terms of the instruments. None of the derivative contracts we entered into are subject to credit risk-related contingent features or collateral requirements.

Long-lived Assets
We review the carrying value of all long-lived assets for impairment, primarily at an individual store level, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We measure property and equipment at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. We measure
right-of-use
assets on a nonrecurring basis using Level 2 inputs that are corroborated by market data. Where Level 2 inputs are not readily available, we use Level 3 inputs. Fair value of these long-lived assets is based on the present value of estimated future cash flows using a discount rate commensurate with the risk.

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The significant unobservable inputs used in the fair value measurement of our store assets are sales growth/decline, gross margin, employment costs, lease escalations, market rental rates, changes in local real estate markets in which we operate, inflation and the overall economics of the retail industry. Significant fluctuations in any of these inputs individually could significantly impact our measurement of fair value.

During the thirteen
weeks ended November 1, 2020,May 2, 2021, 0 impairment charges were recognized. During
the
thirty-nine thirteen weeks ended November 1,May 3, 2020, we recognized impairment charges of $16,514,000
$11,825,000 related to the impairment of property and equipment and $
5,461,000
$3,795,000 related to the impairment of operating lease right-of-use assets, due to lower projected revenues and fair market values resulting from the impact of COVID-19. During the thirteen and thirty-nine weeks ended November 3, 2019,
0 impairment charges were recognized.

There were no transfers in and out of Level 3 categories during the thirteen and thirty-nine weeks ended November 1, 2020May 2, 2021 or NovemberMay 3, 2019.
2020.
14
10
NOTE J. ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in accumulated other comprehensive income (loss) by component, net of tax, are as follows:

In thousands
  
Foreign Currency
Translation
  
Cash Flow
Hedges
  
Accumulated Other
Comprehensive
Income (Loss)
 
Balance at February 2, 2020
  $(14,593)   $6   $(14,587) 
Foreign currency translation adjustments
   (5,276)    —      (5,276) 
Change in fair value of derivative financial instruments
   —      549    549 
Reclassification adjustment for realized (gain) loss on derivative financial instruments
1
   —      (37)    (37) 
Other comprehensive income (loss)
   (5,276)    512    (4,764) 
Balance at May 3, 2020
   (19,869)    518    (19,351) 
Foreign currency translation adjustments
   6,737    —      6,737 
Change in fair value of derivative financial instruments
   —      (200)    (200) 
Reclassification adjustment for realized (gain) loss on derivative financial instruments
1
   —      (107)    (107) 
Other comprehensive income (loss)
   6,737    (307)    6,430 
Balance at August 2, 2020
  $(13,132)   $211   $(12,921) 
Foreign currency translation adjustments
   (745)    —      (745) 
Change in fair value of derivative financial instruments
   —      54    54 
Reclassification adjustment for realized (gain) loss on derivative financial instruments
1
   —      (231)    (231) 
Other comprehensive income (loss)
   (745)    (177)    (922) 
Balance at November 1, 2020
  $(13,877)   $34   $(13,843) 
Balance at February 3, 2019
  $(11,259)   $186   $(11,073) 
Foreign currency translation adjustments
   (3,009)    —      (3,009) 
Change in fair value of derivative financial instruments
   —      204    204 
Reclassification adjustment for realized (gain) loss on derivative financial instruments
1
   —      (67)    (67) 
Other comprehensive income (loss)
   (3,009)    137    (2,872) 
Balance at May 5, 2019
   (14,268)    323    (13,945) 
Foreign currency translation adjustments
   (1,251)    —    (1,251) 
Change in fair value of derivative financial instruments
   —      (132)    (132) 
Reclassification adjustment for realized (gain) loss on derivative financial instruments
1
   —      (160)    (160) 
Other comprehensive income (loss)
   (1,251)    (292)    (1,543) 
Balance at August 4, 2019
  $(15,519)   $31   $(15,488) 
Foreign currency translation adjustments
   1,783    —      1,783 
Change in fair value of derivative financial instruments
   —      5    5 
Reclassification adjustment for realized (gain) loss on derivative financial instruments
1
   —      (8)    (8) 
Other comprehensive income (loss)
   1,783    (3)    1,780 
Balance at November 1, 2019
  $(13,736)   $28   $(13,708) 
1
Refer to Note H for additional disclosures about reclassifications out of accumulated other comprehensive income and their corresponding effects on the respective line items in the Condensed Consolidated Statements of Earnings.
In thousandsForeign Currency
Translation		Cash Flow
Hedges		Accumulated Other
Comprehensive
Income (Loss)
Balance at January 31, 2021$(6,398)$(719)$(7,117)
Foreign currency translation adjustments3,700 —3,700 
Change in fair value of derivative financial instruments—(665)(665)
Reclassification adjustment for realized (gain) loss on derivative financial instruments 1
—153 153 
Other comprehensive income (loss)3,700 (512)3,188 
Balance at May 2, 2021$(2,698)$(1,231)$(3,929)
Balance at February 2, 2020$(14,593)$6 $(14,587)
Foreign currency translation adjustments(5,276)—(5,276)
Change in fair value of derivative financial instruments—549 549 
Reclassification adjustment for realized (gain) loss on derivative financial instruments 1
—(37)(37)
Other comprehensive income (loss)(5,276)512 (4,764)
Balance at May 3, 2020$(19,869)$518 $(19,351)
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1Refer to Note H for additional disclosures about reclassifications out of accumulated other comprehensive income.
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NOTE K. REVENUE

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

We recognize revenue as control of promised goods or services are transferred to our customers. We record a liability at each period end where we have an obligation to transfer goods or services for which we have received consideration or have a right to consideration. We exclude from revenue any taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and are concurrent with revenue-generating activities. Our payment terms are primarily at the point of sale for merchandise sales and for most services.

See Note E for
the
disclosure
of our net revenues by operating segment.

Merchandise Sales
Revenues from the sale of our merchandise through our
e-commerce
websites, at our retail stores, as well as to our franchisees and wholesale customers are, in each case, recognized at a point in time when control of merchandise is transferred to the customer. Merchandise can either be picked up in our stores or delivered to the customer. For merchandise picked up in the store, control is transferred
at
that
time
. time. For merchandise delivered to the customer, control is transferred when either delivery has been completed or, for certain merchandise, upon conveyance of the merchandise to the carrier for delivery. We exclude from revenue any taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and are concurrent with revenue-generating activities. Our payment terms are primarily at the point of sale for merchandise sales and for most services. We have elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation.

Revenue from the sale of merchandise is reported net of sales returns. We estimate future returns based on historical return trends together with current product sales performance. While the rate of estimated future returns has remained relatively flat, the increase in
e-commerce
sales has driven an increase in estimated sales returns. As of November 1,May 2, 2021 and May 3, 2020, and November 3, 2019, we recorded a liability for
11
expected sales returns of approximately $37,678
,000
$34,266,000 and $23,447,000
,$33,357,000, respectively,
within other current liabilities and a corresponding asset for the expected net realizable value of the merchandise inventory to be returned of approximately $12,347
,000
$10,166,000 and $9,221,000
,$11,603,000, respectively,
within other current assets in our Condensed Consolidated Balance Sheet.

Stored-value Cards
We issue stored-value cards that may be redeemed on future merchandise purchases. Our stored-value cards have no expiration dates. Revenue from stored-value cards is recognized at a point in time upon redemption of the card and as control of the merchandise is transferred to the customer. Revenue from estimated unredeemed stored-value cards (breakage) is recognized in a manner consistent with our historical redemption patterns over the estimated period of redemption of our cards of approximately four years, the majority of which is recognized within one year of the card issuance. Breakage revenue is not material to our Condensed Consolidated Financial Statements.

Credit Card Incentives
We enter into agreements with credit card issuers in connection with our private label and
co-branded
credit cards whereby we receive cash incentives in exchange for promised services, such as licensing our brand names and marketing the credit card program to customers. Services promised under these agreements are interrelated and are thus considered a single performance obligation. Revenue is recognized over time as we transfer promised services throughout the contract term.

Customer Loyalty Programs
We have customer loyalty programs which allow members to earn points for each qualifying purchase. Points earned enable members to receive certificates that may be redeemed on future merchandise purchases. This customer option is a material right and, accordingly, represents a separate performance obligation to the customer. The allocated consideration for the points earned by our loyalty program members is deferred based on the standalone selling price of the points and recorded within gift card and other deferred revenue within our Condensed Consolidated Balance Sheet. The measurement of standalone selling prices takes into consideration the discount the customer would receive in a separate transaction for the delivered item, as well as our estimate of certificates expected to be redeemed, based on historical redemption patterns. This measurement is applied to our portfolio of
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performance obligations for points earned, as all obligations have similar economic characteristics. We believe the impact to our Condensed Consolidated Financial Statements would not be materially different if this measurement was applied to each individual performance obligation. Revenue is recognized for these performance obligations at a point in time when certificates are redeemed by the customer. These obligations relate to contracts with terms less than one year, as our certificates generally expire within 6six months from issuance.

Deferred Revenue
We defer revenue when cash payments are received in advance of satisfying performance obligations, primarily associated with our stored-value cards, merchandise sales, and incentives received from credit card issuers. As of November 1,May 2, 2021 and May 3, 2020, we had recorded $392,807,000 and November 3, 2019, we held $349,671,000 and $300,354,000 in$301,031,000 for gift card and other deferred revenue onin our Condensed Consolidated Balance Sheet, substantially all of which willis expected to be recognized into revenue within the next 12 months.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form
10-Q
contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or are proven incorrect, could cause our business and results of operations to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include statements related to: the continuing impact of the
COVID-19
pandemic on our business, results of operations and financial condition; merchandise margins, occupancy leverage andour revenue growth; our expanded operating margin; production, transportation and supply chain; our strategic initiatives; our beliefs regarding customer behavior and industry trends; our merchandise strategies; our growth strategies for our brands; our beliefs regarding the resolution of current lawsuits, claims and proceedings; our stock repurchase program; our expectations regarding our cash flow hedges and foreign currency risks; our planned use of cash, including our commitment to continue or increase quarterly dividend payments; our future compliance with the financial covenants contained in our credit facilities;facility; our belief that our cash
on-hand,
in addition to our available credit facilities,facility, will provide adequate liquidity for our business operations over the next 12 months; our beliefs regarding our exposure to foreign currency exchange rate fluctuations; and our beliefs regarding seasonal patterns associated with our business, as well as statements of belief and statements of assumptions underlying any of the foregoing. You can identify these and other forward-looking statements by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,
12
“continue,” or the negative of such terms, or other comparable terminology. The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in this document and our Annual Report on Form
10-K
for the year ended February 2, 2020,January 31, 2021, and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.
OVERVIEW

Williams-Sonoma, Inc. is a specialty retailer of high-quality sustainable products for the home. TheseOur products, representing distinct merchandise strategies – Williams Sonoma, Pottery Barn, Pottery Barn Kids, West Elm, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, and Mark and Graham – are marketed through
e-commerce
websites, direct-mail catalogs and 614retail stores. These brands are also part of The Key Rewards, our
free-to-join
loyalty program that offers members exclusive benefits across the Williams-Sonoma family of brands. We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, offer international shipping to customers worldwide, and have unaffiliated franchisees that operate stores in the Middle East, the Philippines, Mexico, and South Korea, and India as well as
e-commerce
websites in certain locations.
We are also proud to lead the industry with our Environmental, Social and Governance ("ESG") efforts.

The following discussion and analysis of financial condition, results of operations, and liquidity and capital resources for the thirteen weeks ended November 1, 2020May 2, 2021 (“thirdfirst quarter of fiscal 2020”2021”), as compared to the thirteen weeks ended NovemberMay 3, 20192020 (“thirdfirst quarter of fiscal 2019”) and the thirty-nine weeks ended November 1, 2020
(“year-to-date
fiscal 2020”), as compared to the thirty-nine weeks ended November 3, 2019
(“year-to-date
fiscal 2019”), should be read in conjunction with our Condensed Consolidated Financial Statements and the notes thereto. All explanations of changes in operational results are discussed in order of magnitude.

COVID-19
On March
 11, 2020, the World
Health Organization declared a novel strain of the coronavirus
(COVID-19)
to be a global pandemic and recommended containment and mitigation measures worldwide. In March 2020, we announced the temporary closures of all of our retail store operations to protect our employees, customers and the communities in which we operate and to help contain the
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COVID-19 pandemic. As of November 1, 2020,May 2, 2021, all of our U.S.-based and the majority of our global retail stores had reopened.have reopened for in-person shopping. However, subsequentwe continue to quarter end, given the continued uncertainty around COVID-19 due to rising rates of infections in certain geographies, state and local officials have reinstatedexperience intermittent closures or restrictions on retail capacity in certain geographies, in accordance with state and local guidelines, which willmay continue to impact our store traffic and retail revenues in the future and may result in future store impairments. Throughout fiscal 2020, we have continuedWe continue to operate our e-commerce sites and distribution centers and continuedcontinue to deliver products to our customers. However, governmental mandates, illness orwe have experienced, and expect to continue to experience, delays in inventory receipts, increased raw material costs and higher shipping-related charges as a result of port slowdowns and congestions, as well as shipping container and foam shortages, due in part to the absence of a substantial number of distribution center employees may require in the future that we temporarily close one or more of our distribution centers, or may prohibit or significantly limit us, or our third party logistics providersimpact from delivering packages to our customers and our stores, which could complicate or prevent us from fulfilling e-commerce orders and could complicate or prevent our ability to supply merchandise to our stores. 
COVID-19.

ThirdFirst Quarter of Fiscal 20202021 Financial Results
Net revenues in the thirdfirst quarter of fiscal 20202021 increased by $322,064,000$513,826,000 or 22.3%41.6%, compared to the thirdfirst quarter of fiscal 2019,2020, with comparable brand revenue growth of 24.4%40.4% and double-digit comparable revenue growth across all our brands. This increase was primarily driven by strength in both our e-commerce and retail channels due to an increase in e-commerce revenues, partially offset bydemand for our product and higher average selling prices, which includes the impact of stores operating at a decrease in retail revenues driven by reduced customer store traffic and limited capacity in stores due to COVID-19. 
ForCOVID-19 during the thirdfirst quarter of fiscal 2020. The increase in net revenues also included an 81.2% increase in international revenues primarily related to our franchise and company-owned operations. On a two-year basis, despite the impact of COVID-19 during the first quarter of fiscal 2020, comparable brand revenues increased 43.0%, with growth in both channels.

For the first quarter of fiscal 2021, we delivered double-digit comparable brand revenue growth inacross all of our brands. The Williams Sonoma brand delivered 30.4% comparable brand revenue growth. Our initiatives in e-commerce and our real estate optimization strategies have been driving a shift to increased on-line sales, and we are encouraged with the performance of our stores in this brand. The Pottery Barn brand delivered 24.1% comparable brand revenue growth for the quarter, driven by double-digit growth in all divisions. Growth initiatives including PB Apartment and Marketplace continued to build in momentum. In West Elm, we continued to deliverdelivered strong comparable brand revenue growth of 21.8%50.9% during the quarter,quarter. Our aggressive expansion in the outdoor category has been successful, and our outdoor furniture business growth was driven by strongline extensions in our top performing collections and new product introductions. The Pottery Barn brand delivered comparable brand revenue growth of 41.3% for the quarter. Our rustic modern, casual point of view in furniture, home furnishings, and decorating drove growth in all major categories, as well as the traditional retail-dominant categoriescategories. Growth in our bath renovation business accelerated, and our Marketplace business gained momentum. The Williams Sonoma brand delivered comparable brand revenue growth of textiles35.3% where cooking at home and decorative accessories.now entertaining at home are driving our customers’ purchases. This quarter we saw significant growth in all areas of entertaining, particularly outdoors and Easter gatherings. In our Pottery Barn Kids and Teen business, we delivered 27.6% comparable brand revenue growth. We continue to strengthen our leadership in the children’s home furnishings market with our emphasis on design and sustainability. Our furniture remains a 23.8%core driver of growth for the brand, and we also saw outsized growth in key initiatives such as Baby, and our aesthetic expansion into Modern. And, our emerging brands Rejuvenation and Mark and Graham, combined delivered another quarter of double-digit comparable brand revenue growth where we saw a longer tail to the Back to School business with our Gear and Study at Home solutions delivering a strong finish to the season. of 35.1%.

13
As of November 1, 2020,May 2, 2021, we had approximately $773,170,000$639,670,000 in cash and generated positive operating cash flow of $726,628,000$238,881,000 year-to-date. OurIn addition to our strong cash balance, we also ended the quarter with no amount outstanding under our line of credit. This strong liquidity position throughout fiscal 2020 allowed us to fund the operations of the business, to invest nearly $125,000,000 in capital expenditures in supportprovide shareholder returns of our future growth,approximately $361,105,000 through share repurchases and to return nearly $117,000,000 in the form of continued quarterly dividend payments to our shareholders. Additionally, as previously announced this quarter, we also repaiddividends, and repay in full, prior to maturity, our short-term borrowings of $487,823,000 under our $500,000,000 revolver, reinstated our share repurchase program - repurchasing $109,048,000 in$300,000,000 term loan facility.

For the thirdfirst quarter of fiscal 2020, and committed to a quarterly dividend increase of 10.4%, effective with our dividend payment in the fourth quarter of fiscal 2020. 
For the third quarter of fiscal 2020,2021, diluted earnings per share was $2.54$2.90 (which included a $0.02$0.03 impact related to acquisition-related compensation expense and amortization of acquired intangibles of Outward, Inc.), versus $0.94$0.45 in the thirdfirst quarter of fiscal 20192020 (which included a $0.07$0.15 impact fromrelated to store asset impairments, an $0.11 impact related to inventory write-offs, and a $0.03 impact related to acquisition-related compensation expense and amortization of acquired intangibles and the operations of Outward, Inc.).

LookingLooking Ahead
Looking forward to the balance of the fourth quarter, we believe we are well positioned for the future. We believeyear, we will continue to see robust
e-commerce
trendsfocus on driving net revenue and operating margin growth. We believe our revenue growth will be driven by the continued strength of our business year-to-date, the strong housing environment and people’s deeper appreciation for the home, the momentum in our growth initiatives, and planned improvement in our inventory enabling us to fill our backorders throughout the restyear. We believe our operating margin expansion will be driven by overall sales leverage, continued occupancy leverage from the renegotiation of the fiscal year,our lease agreements and we plan to expand into white space and support the growth of new business opportunities withinstore closures, continued expansion in our brands. We expect merchandise margins to continue to expand year-over-yearfrom our on-going focus on more content-led marketing and occupancy leverage to continue, driven by cost savings from the leases that we have already renegotiatedmore value-engineered products, as well as the closure of unprofitable storesfrom overall strong financial discipline. However, production and final rent abatement negotiations. Due to our strong performance to dateglobal transportation constraints remain challenging industry-wide and, anticipated continuation of robust
e-commerce
trends through the balance of the fiscal year,as a result, we remain confident in our ability to drive significant operating margin expansion versus last year. However, operationally, we expect to continue to incur higher shipping costs insee elevated backorders and delays throughout the fourth quarter, given the anticipated elevated levels of
e-commerce
sales and peak surcharges that will come into effect during the holiday peak season. In addition, we expect to incur incremental costs associated with keeping our people and customers safe during the pandemic, as well as additional supply chain employment costs.chain. Further, given the continued uncertainty around
COVID-19
and the reinstatement of closures or restrictions on retail capacity by state and local officials, we have experienced and may continue to experience reduced store traffic. In the longer term, we anticipateshipping and product cost increases that the behavioral changes and industry shifts that have emerged from the pandemic will persist and continue to favorpressure the industry. In addition, we continue to experience intermittent closures or restrictions on retail capacity in certain geographies, in accordance with state and local guidelines, which may continue to impact our business,store traffic and we remain confidentretail revenues in our ability to drive strong net revenue results while continuing to expand our operating margins. Although we are optimisticthe future and result in our ability to drive strong net revenues and expand our operating margin versus last year, overall,future store impairments. Overall, the long-term impact of
COVID-19
on our business, results of operations and financial condition still remains uncertain. A prolonged pandemic could further interrupt our operations, our vendors’ operations, the economy and overall consumer spending, 
18
Table of Contents
which could have a material impact on our revenues, results of operations, and cash flows. For more information on risks associated with
COVID-19,
please see “Risk Factors” in Part I, Item 1A of our Annual Report on Form
10-K
for the fiscal year ended February 2, 2020, as well as Note A to our Condensed Consolidated Financial Statements and Part II, Item 1A of this Quarterly Report on Form
10-Q.
January 31, 2021.

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

Net revenues in the thirdfirst quarter of fiscal 20202021 increased by $322,064,000,$513,826,000 or 22.3%41.6%, compared to the thirdfirst quarter of fiscal 2019,2020, with comparable brand revenue growth of 24.4%40.4% and double-digit comparable revenue growth across all our brands. This increase was primarily driven by strength in both our e-commerce and retail channels due to an increase in e-commerce revenues, partially offset bydemand for our product and higher average selling prices, which includes the impact of stores operating at a decrease in retail revenues driven by reduced customer store traffic and limited capacity in stores due to COVID-19. 
Net revenues for year-to-dateCOVID-19 during the first quarter of fiscal 2020 increased by $436,098,000, or 10.8%, compared to year-to-date fiscal 2019, with comparable brand revenue growth of 13.1% and double-digit comparable revenue growth across all our brands. This growth was primarily driven by an2020. The increase in e-commercenet revenues partially offset by a decreasealso included an 81.2% increase in retailinternational revenues including international revenuesprimarily related to our franchise and company-owned and franchise operations, driven by temporary retail store closures and limited capacityoperations. On a two-year basis, despite the impact of COVID-19 during the first quarter of fiscal 2020, comparable brand revenues increased 43.0%, with growth in stores due to COVID-19. 
both channels.

Comparable Brand Revenue
Comparable brand revenue includes comparable store sales and
e-commerce
sales, including through our direct mail catalogs, as well as shipping fees, sales returns and other discounts associated with current period sales. Comparable stores are typically defined as permanent stores where gross square footage did not change by more than 20% in the previous 12 months and which have been open for at least 12 consecutive months without closure for seven or more consecutive days. Comparable stores that were temporarily closed during the year due to
COVID-19
were not excluded from the comparable stores calculation. Outlet comparable store net revenues are included in their respective brands. Sales to our international franchisees are excluded from comparable brand revenue as their stores and
e-commerce
websites are not operated by us. Sales from certain operations are also excluded until such time that we believe those sales are meaningful to evaluating their performance. Additionally, comparable brand revenue growth for newer concepts is not separately disclosed until such time that we believe those sales are meaningful to evaluating the performance of the brand.
14
 
  
Thirteen
Weeks Ended
 
 
Thirty-nine
Weeks Ended
 
Comparable brand revenue growth (decline)
  
November 1,
2020
 
 
November 3,
2019
 
 
November 1,
2020
 
 
November 3,
2019
 
Pottery Barn
  
 
24.1
% 
 
 
3.4
% 
 
 
10.9
% 
 
 
3.1
% 
West Elm
  
 
21.8
% 
 
 
14.1
% 
 
 
11.4
% 
 
 
14.5
% 
Williams Sonoma
  
 
30.4
% 
 
 
(2.1
%) 
 
 
21.9
% 
 
 
(1.6
%) 
Pottery Barn Kids and Teen
  
 
23.8
% 
 
 
4.0
% 
 
 
12.7
% 
 
 
3.1
% 
Total
1
  
 
24.4
% 
 
 
5.5
% 
 
 
13.1
% 
 
 
5.2
% 
1
Total comparable brand revenue growth includes the results of Rejuvenation and Mark and Graham.
19
Thirteen Weeks Ended
Comparable brand revenue growth (decline)May 2,
2021		May 3,
2020
Pottery Barn41.3 %(1.1 %)
West Elm50.9 %3.3 %
Williams Sonoma35.3 %5.4 %
Pottery Barn Kids and Teen27.6 %8.5 %
Total 1
40.4 %2.6 %
1 Total comparable brand revenue growth includes the results of Rejuvenation and Mark and Graham.

STORE DATA
 
Store Count 1
Average Leased Square
Footage Per Store
  January 31,
2021		OpeningsClosingsMay 2,
2021		May 3,
2020		May 2,
2021		May 3,
2020
Williams Sonoma198 — (3)195 212 6,800 6,900 
Pottery Barn195 2 (2)195 201 14,600 14,400 
West Elm121 — — 121 119 13,100 13,200 
Pottery Barn Kids57 — — 57 74 7,800 7,700 
Rejuvenation10 — — 10 10 8,500 8,500 
Total581 2 (5)578 616 10,900 10,700 
Store selling square footage at period-end  3,972,000 4,148,000 
Store leased square footage at period-end  6,289,000 6,580,000 
 
  
Store Count
 
  
Average Leased Square
Footage Per Store
 
  
  
August 2,
2020
1
 
  
Openings
2
 
  
Closings
2
 
 
November 1,
2020
 
  
November 3,
2019
 
  
November 1,
2020
 
  
November 3,
2019
 
Williams Sonoma
  
 
210
 
  
 
1
 
  
 
(1
) 
 
 
210
 
  
 
218
 
  
 
6,800
 
  
 
6,900
 
Pottery Barn
  
 
201
 
  
 
1
 
  
 
(1
) 
 
 
201
 
  
 
205
 
  
 
14,400
 
  
 
14,400
 
West Elm
  
 
121
 
  
 
2
 
  
 
(1
) 
 
 
122
 
  
 
114
 
  
 
13,100
 
  
 
13,100
 
Pottery Barn Kids
  
 
72
 
  
 
—  
 
  
 
(1
) 
 
 
71
 
  
 
79
 
  
 
7,800
 
  
 
7,500
 
Rejuvenation
  
 
10
 
  
 
—  
 
  
 
—  
 
 
 
10
 
  
 
10
 
  
 
8,500
 
  
 
8,500
 
Total
  
 
614
 
  
 
4
 
  
 
(4
) 
 
 
614
 
  
 
626
 
  
 
10,700
 
  
 
10,600
 
Store selling square footage at
period-end
 
 
   
  
   
  
 
4,143,000
 
  
 
4,154,000
 
Store leased square footage at
period-end
 
 
 
 
 
  
 
 
 
  
 
6,569,000
 
  
 
6,622,000
 
1
Store counts as of August 2, 2020 includes stores temporarily closed due to
COVID-19.
2
Store count data excludes temporary closures and
re-openings
of our stores due to
COVID-19.
1Store count data does not reflect temporary closures due to COVID-19.

COST OF GOODS SOLD
 Thirteen Weeks Ended
In thousandsMay 2,
2021		% Net
Revenues		May 3,
2020		% Net
Revenues
Cost of goods sold 1
$996,176 57.0 %$820,943 66.5 %
1Includes total occupancy expenses of $175.7 million and $174.9 million for the first quarter of fiscal 2021 and the first quarter of fiscal 2020, respectively.

 
  
Thirteen Weeks Ended
 
 
Thirty-nine Weeks Ended
 
In thousands
  
November 1,
2020
 
  
% Net
Revenues
 
 
November 3,
2019
 
  
% Net
Revenues
 
 
November 1,
2020
 
  
% Net
Revenues
 
 
November 3,
2019
 
  
% Net
Revenues
 
Cost of goods sold
1
  
$
1,058,953
 
  
 
60.0
% 
 
$
924,300
 
  
 
64.1
% 
 
$
2,819,471
 
  
 
62.8
% 
 
$
2,608,054
 
  
 
64.3
% 
1
Includes total occupancy expenses of $174,189,000 and $179,237,000 for the third quarter of fiscal 2020 and the third quarter of fiscal 2019, respectively, and $515,284,000 and $529,905,000 for
year-to-date
fiscal 2020 and
year-to-date
fiscal 2019, respectively.
Cost of goods sold includes cost of goods, occupancy expenses and shipping costs. Cost of goods consists of cost of merchandise, inbound freight expenses,
freight-to-store
expenses and other inventory related costs such as shrinkage,replacements, damages, obsolescence and replacements.shrinkage. Occupancy expenses consist of rent, depreciation and other occupancy costs, including common area maintenance, property taxes and utilities. Shipping costs consist of third-party delivery services and shipping materials.

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

ThirdFirst Quarter of Fiscal 20202021 vs. ThirdFirst Quarter of Fiscal 2019
2020
Cost of goods sold increased by $134,653,000,$175,233,000, or 14.6%21.3%, in the thirdfirst quarter of fiscal 20202021 compared to the thirdfirst quarter of fiscal 2019.2020. Cost of goods sold as a percentage of net revenues decreased to 60.0%57.0% in the thirdfirst quarter of fiscal 20202021 from 64.1%66.5% in the thirdfirst quarter of fiscal 2019.2020. This decreasedecrease was primarily driven by higher merchandise margins, fromdriven by reduced promotional activity, during the third quarter of fiscal 2020, and the leverage of occupancy costs, primarily due to higher sales and a reduction in occupancy costs, which includes the impact of reduced rent and operating costs from fewer stores year-over-year. This decrease was partially offset by higher shipping costs due to a significantly greater portion of our total revenues being generated from
e-commerce
and surcharges from our third-party shippers.
Year-to-date
Fiscal 2020 vs.
Year-to-date
Fiscal 2019
Cost of goods sold increased by $211,417,000, or 8.1%, for
year-to-date
fiscal 2020, compared to
year-to-date
fiscal 2019. Cost of goods sold as a percentage of net revenues decreased to 62.8% for
year-to-date
fiscal 2020 from 64.3% for
year-to-date
fiscal 2019. This decrease was primarily driven by higher merchandise margins from reduced promotional activity for
year-to-date
fiscal 2020, and the leverage of occupancy expenses primarily due to higher sales and a reduction in occupancy costs, which includes the impact of reduced rent and operating costs from fewer stores year-over-year, as well as reduction from
COVID-19-related
rent abatements. This decrease was partially offset by higher shipping costs due to a significantly greater portion of our total revenues being generated from
e-commerce
and surcharges from our third-party shippers, as well as inventory write-offs of approximately $11,378,000 due to(from the closure of our outlet stores
15
due to COVID-19 in the first quarter of fiscal 2020.
2020 that did not recur in the first quarter of fiscal 2021), and the leverage of shipping costs (which reflects a higher mix of retail revenues versus the first quarter of fiscal 2020).
20

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Thirteen Weeks Ended
In thousandsMay 2,
2021		% Net RevenuesMay 3,
2020		% Net Revenues
Selling, general and administrative expenses$477,676 27.3 %$365,615 29.6 %

   Thirteen Weeks Ended  Thirty-nine Weeks Ended 
In thousands
  
November 1,
2020
   % Net
Revenues		  
November 3,
2019
   % Net
Revenues		  
November 1,
2020
   % Net
Revenues		  
November 3,
2019
   % Net
Revenues		 
Selling, general and administrative expenses
  $430,979    24.4%  $416,281    28.9%  $1,162,435    25.9%  $1,184,176    29.2% 
Selling, general and administrative expenses consist of
non-occupancy
related costs associated with our retail stores, distribution and manufacturing facilities, customer care centers, supply chain operations (buying, receiving and inspection) and corporate administrative functions. These costs include employment, advertising, third party credit card processing and other general expenses.

ThirdFirst Quarter of Fiscal 20202021 vs. ThirdFirst Quarter of Fiscal 2019
2020
Selling, general and administrative expenses increased by $14,698,000,$112,061,000, or 3.5%30.7%, in the thirdfirst quarter of fiscal 2020,2021, compared to the thirdfirst quarter of fiscal 2019.2020. Selling, general and administrative expenses as a percentage of net revenues decreased to 24.4%27.3% in the thirdfirst quarter of fiscal 20202021 from 28.9%29.6% in the thirdfirst quarter of fiscal 2019.2020. This decrease was primarily driven by significant advertising leverage as we further optimized our digital spend on those initiatives that drove higher returns in traffic and conversion, and the leverage of employment costs and other general expenses from higher sales performance, lower variableand overall cost discipline, as well as store payroll, and
on-going
strong financial discipline.
Year-to-date
Fiscal 2020 vs.
Year-to-date
Fiscal 2019
Selling, general and administrative expenses decreased by $21,741,000, or 1.8%, for
year-to-date
asset impairment charges of approximately $15,620,000 due to the impact of COVID-19 on our retail stores in the first quarter of fiscal 2020 compared to
year-to-date
that did not recur in fiscal 2019. Selling, general and administrative expenses as a percentage of net revenues decreased to 25.9% for
year-to-date
fiscal 2020 from 29.2% for
year-to-date
fiscal 2019. This decrease was primarily driven by lower advertising costs as we further optimized our digital spend on those initiatives that drove higher returns in traffic and conversion, and the leverage of employment costs from higher topline performance and lower variable store payroll.2021. This decrease was partially offset by store asset impairment chargeshigher advertising costs in the first quarter of approximately $21,975,000 for
year-to-date
fiscal 2020 due2021 compared to significantly reduced advertising costs as a result of our initial financial response to COVID-19 in part to the impactfirst quarter of
COVID-19
on our retail stores. fiscal 2020.
INCOME TAXES

The effective tax rate was 24.8%16.6% for the
year-to-date
first quarter of fiscal 2020, and 25.4%2021 compared to 23.8% for
year-to-date
the first quarter of fiscal 2019.2020. The decrease in the effective tax rate is primarily due to an increase in our excess tax benefit from stock-based compensation in the first quarter of fiscal 20202021 compared to the deficiencyfirst quarter of the tax benefit in fiscal 2019, partially offset by the tax effect of an earnings mix change between the two fiscal years.2020.
LIQUIDITY AND CAPITAL RESOURCES

As of November 1, 2020,May 2, 2021, we held $773,170,000$639,670,000 in cash and cash equivalents, the majority of which was held in interest-bearing demand deposit accounts and money market funds, and of which $120,714,000$152,431,000 was held by our international subsidiaries. As is consistent within our industry, our cash balances are seasonal in nature, with the fourth quarter historically representing a significantly higher level of cash than other periods.

For the remainder of fiscal 2020,2021, we plan to use our cash resources to fund our inventory and inventory-related purchases, employment-related costs, advertising and marketing initiatives, stock repurchases and dividend payments, and property and equipment purchases, dividend payments and share repurchases. Wepurchases.

In addition to our cash balances, we have a credit facility which provides for a $500,000,000 unsecured revolving line of credit (“revolver”), and a $300,000,000 unsecured term loan facility (“term loan”). The revolver may be used to borrow revolving loans or to request the issuance of letters of credit. We may, upon notice to the administrative agent, request existing or new lenders to increase the revolver by up to $250,000,000, at such lenders’ option, to provide for a total of $750,000,000 of unsecured revolving credit. Our credit facility also provided for a $300,000,000 unsecured term loan facility (“term loan”). In February 2021, prior to maturity, we repaid the full outstanding balance of $300,000,000 on our term loan.

During the first quarter of fiscal 2020, we drew down $487,823,000 on our revolving line of credit, all of which was repaid as of November 1, 2020. No additional borrowings were made under the revolver during the second or third quarters of fiscal 2020. For
year-to-date
fiscal 2019,2021, we had no borrowings of $100,000,000 under the revolver. Additionally, as of November 1, 2020,May 2, 2021, a total of $12,486,000$12,601,000 in issued but undrawn standby letters of credit was outstanding under the credit facility. The standby letters of credit were primarily issued to secure the liabilities associated with workers’ compensation and other insurance programs.

21
Table of Contents
In orderaddition to further strengthen our liquidity position, maximize our balance sheet and maintain financial flexibility, in May 2020, we entered into an amendment to our credit facility, which, among other changes, extends the maturity date and amends the interest rate of the term loan, modifies covenants under the credit facility, and maintainsduring the maturity date and interest ratesecond quarter of the revolver. Under the credit facility amendment, the term loan now matures on January 8, 2022, at which time all outstanding principal and any accrued interest must be repaid. Additionally, in Mayfiscal 2020 we entered into a new agreement (the “364-Day Credit Agreement”) for an additional $200,000,000 unsecured
364-day
revolving line of credit. During the first quarter of fiscal 2021, we had no borrowings under the 364-Day Credit Agreement. We did not renew the 364-Day Credit Agreement upon its maturity in May 2021.
On August 23, 2020, we renewed all three
16

The Credit Facility Amendmentcredit facility contains and the
364-Day
Credit Agreement containcontained certain restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio (funded debt adjusted for lease and rent expense to earnings before interest, income tax, depreciation, amortization and rent expense), and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of assets. As of November 1, 2020,May 2, 2021, we were in compliance with our financial covenants under ourthe credit facilitiesfacility and the 364-Day Credit Agreement and, based on our current projections, we expect to remain in compliance with the remaining credit facility throughout the next 12 months. We believe our cash on hand, in addition to our available credit facilities,facility, will provide adequate liquidity for our business operations over the next 12 months.

Letter of Credit Facilities

We have three unsecured letter of credit reimbursement facilities for a total of $35,000,000, each of which matures on August 22, 2021. The letter of credit facilities contain covenants that are consistent with our credit facility. Interest on unreimbursed amounts under the letter of credit facilities accrues at a base rate as defined in the credit facility, plus an applicable margin based on our leverage ratio. As of May 2, 2021, an aggregate of $5,836,000 was outstanding under the letter of credit facilities, which represents only a future commitment to fund inventory purchases to which we had not taken legal title. The latest expiration date possible for any future letters of credit issued under the facilities is January 19, 2022.

Cash Flows from Operating Activities
For
year-to-date
the first quarter of fiscal 2020,2021, net cash provided by operating activities was $726,628,000$238,881,000 compared to $89,950,000$53,873,000 for
year-to-date
the first quarter of fiscal 2019.2020. For
year-to-date
the first quarter of fiscal 2020,2021, net cash provided by operating activities was primarily attributable to net earnings adjusted for
non-cash
items, as well as increasespartially offset by a decrease in gift card and other deferred revenue, accrued expenses and other liabilities and accounts payable.as well as an increase in merchandise inventories. Net cash provided by operating activities for
year-to-date
the first quarter of fiscal 20202021 increased compared to net cash provided by operating activities for
year-to-date
the first quarter of fiscal 2019 was2020 primarily due to an increase in net earnings a year-over-year reduction in merchandise inventories, and increasesan increase in accounts payable, accrued expenses and other liabilities and gift card and other deferred revenue.partially offset by an increase in merchandise inventories.

Cash Flows from Investing Activities
For
year-to-date
the first quarter of fiscal 2020,2021, net cash used in investing activities was $124,379,000$42,267,000 compared to $120,684,000$42,079,000 for
year-to-date
the first quarter of fiscal 2019,2020, and was primarily attributable to purchases of property and equipment.

Cash Flows from Financing Activities
For
year-to-date
the first quarter of fiscal 2020,2021, net cash used in financing activities was $260,009,000$759,556,000 compared to net cash used inprovided by financing activities of $152,496,000$419,520,000 for
year-to-date
the first quarter of fiscal 2019.2020. For
year-to-date
the first quarter of fiscal 2020,2021, net cash used in financing activities was primarily attributable to the payment of dividends and repurchases of common stock, the repayment of our common stock. The increase in netterm loan and tax withholdings related to stock-based awards. Net cash used in financing activities for
year-to-date
the first quarter of fiscal 20202021 increased compared to net cash used inprovided by financing activities for
year-to-date
the first quarter of fiscal 2019 was2020 primarily attributabledue to the repayment of all outstanding borrowings under our revolving line of credit in the thirdfirst quarter of fiscal 2020.2020 that did not recur in the first quarter of fiscal 2021, an increase in repurchases of common stock, and the repayment of our term loan in the first quarter of fiscal 2021.

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

Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. These estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ significantly from these estimates. During the thirdfirst quarter of fiscal 2020,2021, there were no significant changes to the critical accounting policies discussed in our Annual Report on Form
10-K
for the fiscal year ended February 2, 2020.January 31, 2021.

17
22
Seasonality
Our business is subject to substantial seasonal variations in demand. Historically, a significant portion of our revenues and net earnings have been realized during the period from October through January, and levels of net revenues and net earnings have typically been lower during the period from February through September. We believe this is the general pattern associated with the retail industry. In preparation for and during our holiday selling season, we hire a substantial number of additional temporary employees, primarily in our retail stores, customer care centers and distribution facilities, and incur significant fixed catalog production and mailing costs.

Contractual Obligations, Commitments, Contingencies and
Off-balance
Sheet Arrangements
Except as described in Note B of Part I, Item 1, thereThere were no material changes during the quarter to the Company’s contractual obligations, commitments, contingencies and
off-balance
sheet arrangements that are described in Part II, Item 7 of the Company’s Annual Report on Form
10-K
for the fiscal year ended February 2, 2020,January 31, 2021, which is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which include significant deterioration of the U.S. and foreign markets, changes in U.S. interest rates, foreign currency exchange rate fluctuations, and the effects of economic uncertainty which may affect the prices we pay our vendors in the foreign countries in which we do business. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk
Our revolver and our term loan each havehas a variable interest rate which, when drawn upon, subjects us to risks associated with changes in that interest rate. During the thirdfirst quarter of fiscal 2020,2021, we had outstandingno borrowings of $487,823,000 under the revolver, all of which were repaid in the third quarter of fiscal 2020. Additionally, we have $300,000,000 outstanding under our term loan and a $200,000,000 unsecured revolving line of credit that has not been drawn upon.revolver. A hypothetical increase or decrease of one percentage point on our existing variable rate debt instruments would not materially affect our results of operations or cash flows.

In addition, we have fixed and variable income investments consisting of short-term investments classified as cash and cash equivalents, which are also affected by changes in market interest rates. As of November 1, 2020,May 2, 2021, our investments, made primarily in interest-bearing demand deposit accounts and money market funds, are stated at cost and approximate their fair values.

Foreign Currency Risks
We purchase the majority of our inventory from vendors outside of the U.S. in transactions that are denominated in U.S. dollars and, as such, any foreign currency impact related to our international purchase transactions was not significant to us during the thirdfirst quarter of fiscal 20202021 or the thirdfirst quarter of fiscal 2019.2020. Since we pay for the majority of our international purchases in U.S. dollars, however, a decline in the U.S. dollar relative to other foreign currencies would subject us to risks associated with increased purchasing costs from our vendors in their effort to offset any lost profits associated with any currency devaluation. We cannot predict with certainty the effect these increased costs may have on our financial statements or results of operations.

In addition, our businesses in Canada, Australia and the United Kingdom, and our operations throughout Asia and Europe, expose us to market risk associated with foreign currency exchange rate fluctuations. Substantially all of our purchases and sales are denominated in U.S. dollars, which limits our exposure to this risk. However, some of our foreign operations have a functional currency other than the U.S. dollar. While the impact of foreign currency exchange rate fluctuations was not material to us in the thirdfirst quarter of fiscal 20202021 or the thirdfirst quarter of fiscal 2019,2020, we have continued to see volatility in the exchange rates in the countries in which we do business. As we continue to expand globally, the foreign currency exchange risk related to our foreign operations may increase. To mitigate this risk, we hedge a portion of our foreign currency exposure with foreign currency forward contracts in accordance with our risk management policies (see Note H to our Condensed Consolidated Financial Statements).
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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
As of November 1, 2020,May 2, 2021, an evaluation was performed by management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures are effective
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to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for timely discussions regarding required disclosures, and that such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting
We substantially completed the implementation of our new Enterprise Resource Planning (“ERP”) system during the third quarter of fiscal 2020. The implementation of that ERP system is expected to, among other things, improve user access security and automate a number of accounting and reporting processes and activities, thereby decreasing the amount of manual processes previously required. Except for the implementation of the new ERP system, thereThere were no significant changes in our internal control over financial reporting that occurred during the thirdfirst quarter of fiscal 2020,2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

Information required by this Item is contained in Note F to our Condensed Consolidated Financial Statements within Part I of this
Form 10-Q.
ITEM 1A. RISK FACTORS

See Part I, Item 1A of our Annual Report
on Form 10-K for
the fiscal year ended February 2, 2020January 31, 2021 for a description of the risks and uncertainties associated with our business. We are providing the following information regardingThere were no material changes that have occurred to the previously disclosedsuch risk factors in our
Form 10-K. Except
for such additional information, we believe there have been no material changes from the risk factors previously disclosed in our
Form 10-K.
Our business has been and may continue to be materially impacted by the
COVID-19
pandemic, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.
Our business has been and may continue to be materially impacted by the
COVID-19
pandemic, which has negatively affected the U.S. and global economies, disrupted businesses and financial markets, and led to significant travel and transportation restrictions, mandatory closures of
non-essential
retailers and other businesses, and orders to
“shelter-in-place”.
On March 11, 2020, the World Health Organization declared a novel strain of the coronavirus
(COVID-19)
to be a global pandemic and recommended containment and mitigation measures worldwide. In March 2020, we announced the temporary closures of all of our retail store operations to protect our employees, customers and the communities in which we operate and to help contain the
COVID-19
pandemic. The preventative or protective actions that governments and businesses around the world have taken to contain the spread of
COVID-19
have resulted in a period of disruption that has and may continue to negatively impact our retail store revenues which comprised approximately 44% of our net revenues in fiscal 2019. As of November 1, 2020, all of our retail stores had reopened. However, subsequent to quarter end, given the continued uncertainty around
COVID-19
due to rising rates of infections in certain geographies, state and local officials have reinstated closures or restrictions on retail capacity, which will continue to negatively impact our store traffic and retail revenues. Additionally, federal, state and local governments may impose new restrictions on retail operations, which will affect our ability to operate our retail stores until such restrictions are lifted. Such reduced traffic and store closures have and may continue to result in material reductions in our retail store revenues and operating income as well as store asset impairment charges and write-offs, which have and may continue to negatively affect our operating results. Further, while we have implemented strict safety protocols based on Center for Disease Control and Prevention and government recommendations in stores that we have
re-opened,
there is no guarantee that such protocols will be effective, and any virus-related illnesses linked or alleged to be linked to our stores, whether accurate or not, may negatively affect our reputation, operating results and/or financial condition.
Although to date, the impact of our store closures on our retail store revenues has been more than offset by growth in our
e-commerce
business, there is no guarantee that such growth will continue if the current recession continues over a prolonged period of time or worsens due to the
COVID-19
pandemic, and results in decreased consumer spending in the markets in which we operate.
We have also implemented work-from-home policies for certain employees, which continue to be in effect. While such policies have not significantly impacted productivity or disrupted our business to date, over a prolonged period of time, such policies could adversely impact our ability to conduct our business in the ordinary course.
Governmental mandates, illness or the absence of a substantial number of distribution center employees may require in the future that we temporarily close one or more of our distribution centers, or may prohibit or significantly limit us, or our third party logistics providers from delivering packages to our customers and our stores, which could complicate or prevent us from fulfilling
e-commerce
orders and could complicate or prevent our ability to supply merchandise to our stores. As of the date of this report, all our distribution centers remain open and operational, and we are not experiencing material disruptions in the delivery of our products.
We also have incurred and expect to continue to incur higher shipping costs due to the various surcharges that have been announced by third party shippers on retailers, which are related to the increased shipping demand resulting from the
COVID-19
pandemic. These higher costs affected us in the third quarter of 2020 and will affect us more so in the fourth quarter as a result of peak surcharges during the holiday season and could continue to affect us thereafter.
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quarterly reporting period.
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Further,
COVID-19
related containment efforts and illnesses could also impact our vendors who manufacture or deliver our merchandise to us or our customers, which could adversely affect our ability to acquire and sell our merchandise, thus adversely affecting our results of operations, cash flows and liquidity.
While the extent of the economic impact of
COVID-19
and the duration of that impact may be difficult to assess or predict, the widespread pandemic has resulted in significant disruption of global financial markets, which adversely impacted the value of our common stock in the first quarter. In addition, a prolonged recession or long-term market correction, could in the future adversely impact the value of our common stock over the long-term, impact our access to capital and affect our business in the near and long-term.
We currently believe that our available cash, cash equivalents and cash flow from operations will be sufficient to finance our operations and expected capital requirements for at least the next 12 months unless we experience a material decline in revenue relating to the
COVID-19
pandemic. However, we might experience periods during which we encounter additional cash needs, and we might need additional external funding to support our operations. If we are unable to access additional credit at the levels we require, or the cost of credit is greater than expected, it could adversely affect our operating results. Further, additional borrowings on our revolving line of credit has resulted or will result in us incurring additional interest expense, which would negatively affect our earnings.
The
COVID-19
pandemic continues to rapidly evolve. The ultimate impact of the
COVID-19
pandemic on our results, financial position and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, such as the transmission rate of the disease, the extent and effectiveness of containment actions, particularly as areas are reopened, and the impact of these and other factors on our stores, offices, employees, distributors, vendors and customers. If we are not able to respond to and manage the impact of such events effectively, our business, operating results, financial condition and cash flows could be adversely affected.
Please see Note A to our Condensed Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about the potential impact of the
COVID-19
pandemic on our business, and the actual operational and financial impacts that we have experienced to date.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In March 2021, our Board of Directors authorized a new stock repurchase program for a total of $1,000,000,000, which replaced our existing program. The following table provides information as of November 1, 2020May 2, 2021 with respect to shares of common stock we repurchased during the thirdfirst quarter of fiscal 20202021 under our prior and new stock repurchase program.programs. For additional information, please see Note G to our Condensed Consolidated Financial Statements within Part I of this Form
10-Q.
Fiscal Period
Total Number of Shares Purchased 1
Average Price Paid Per Share
Total Number of Shares Purchased as Part of a Publicly Announced Program 1
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program
February 1, 2021 – February 28, 202185,932 $127.37 85,932 $414,036,000 
March 1, 2021 – March 28, 2021361,807 $167.29 361,807 $947,889,000 
March 29, 2021 – May 2, 20211,342,986 $181.73 1,342,986 $703,833,000 
Total1,790,725 $176.20 1,790,725 $703,833,000 
1 Excludes shares withheld for employee taxes upon vesting of stock-based awards.

Fiscal period  
Total Number
of Shares
Purchased
1
   
Average Price
Paid Per Share
   
Total Number of
Shares Purchased as
Part of a Publicly
Announced Program
1
   
Maximum Dollar Value
of Shares That May
Yet Be Purchased
Under the Program
 
August 3, 2020 – August 30, 2020
   —      —      —     $574,982,000 
August 31, 2020 – September 27, 2020
   —      —      —     $574,982,000 
September 28, 2020 – November 1, 2020
   1,119,335   $97.42    1,119,335   $465,934,000 
Total
   1,119,335   $97.42    1,119,335   $465,934,000 
1
Excludes shares withheld for employee taxes upon vesting of stock-based awards.
Stock repurchases under our program may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability and other market conditions. The stock repurchase program does not have an expiration date and may be limited or terminated at any time without prior notice.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
ITEM 5. OTHER INFORMATION

None.
None.
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ITEM 6. EXHIBITS
(a) Exhibits
Exhibit
Number		Exhibit Description
10.1+*
Exhibit
Number31.1*
Exhibit Description
10.1*Seventh Amendment to Reimbursement Agreement between Williams-Sonoma, Inc., Williams-Sonoma Singapore Pte. Ltd., and Bank of America, N.A., dated as of August 23, 2020
10.2*Seventh Amendment to Reimbursement Agreement between Williams-Sonoma, Inc., Williams-Sonoma Singapore Pte. Ltd., and Wells Fargo Bank, N.A., dated as of August 23, 2020
10.3*Seventh Amendment to Reimbursement Agreement between Williams-Sonoma, Inc., Williams-Sonoma Singapore Pte. Ltd., and U.S. Bank National Association, dated as of August 23, 2020
31.1*Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2*
32.1*
32.2*
101*
The following financial statements from the Company’s Quarterly Report on
Form 10-Q
for the quarter ended November 1, 2020,May 2, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Earnings, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted under Exhibit 101).

*
+Indicates a management contract or compensatory plan or arrangement.
*Filed herewith.herewith
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WILLIAMS-SONOMA, INC.
WILLIAMS-SONOMA, INC.By:/s/ Julie Whalen
By:/s/ Julie Whalen
Julie Whalen
Duly Authorized Officer and Chief Financial Officer

Date: December 4, 2020June 9, 2021

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