WILLIAMS SONOMA INC (WSM) – SEC staff letter
2025-12-29 · Re: Williams-Sonoma, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Form 8-K Furnished on March 19, 2025 · Accession 0000000000-25-011836 · 4 staff comment(s) issued
Company response(s): 2026-01-15
Non-GAAP: Reconciliation & UsefulnessMD&A: Results & Known TrendsLiquidity & Capital ResourcesStatement of Cash Flows (ASC 230)KPIs, Metrics & Earnings Calls
2025-12-29 · Williams-Sonoma, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Form 8-K Furnished on March 19, 2025 · Comment 1 · Fiscal 2024 Financial Results, page 35 Awaiting / response not in dataset
Staff comment: Please quantify all factors cited as contributing to variances between periods in your annual and interim period reports. For example (but not all inclusive) in the current annual report, factors cited that are not quantified regarding the change in net revenues in fiscal 2024 from fiscal 2023 include the additional week in fiscal 2024, customer hesitancy towards furniture purchases, offset of strength in non-furniture and seasonal assortments, strategy to reduce promotional activity, collaborations, dorm and baby offerings, seasonal decor, and new product introductions. Refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting Releases).…
letter → 2025-12-29 · Williams-Sonoma, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Form 8-K Furnished on March 19, 2025 · Comment 2 · relative magnitude. Awaiting / response not in dataset
Staff comment: On page 35 you disclose decreased revenue in fiscal 2024 for Pottery Barn was due in part to your strategy to reduce promotional activity, whereas on page 40 you disclose increased SG&A in fiscal 2024 was in part due to an increase in advertising expenses. Please reconcile these disclosures for us and revise your disclosures as appropriate.
letter → 2025-12-29 · Williams-Sonoma, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Form 8-K Furnished on March 19, 2025 · Comment 3 · Cash Flows from Operating Activities, page 42 Awaiting / response not in dataset
Staff comment: It appears the increase of $82.8 million in cash paid for income taxes, net of refunds, in fiscal 2024 compared to fiscal 2023 is a material item that is not disclosed as a factor in your analysis of changes in operating cash flows. Please discuss all material usages of cash as appropriate. Refer to Item 303(a) and (b) of Regulation S-K. Additionally, quantify each variance factor cited in annual and interim period reports.
letter → 2025-12-29 · Williams-Sonoma, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Form 8-K Furnished on March 19, 2025 · Comment 4 · Return on Invested Capital, page 11 Awaiting / response not in dataset
Staff comment: You make adjustments to both the numerator and denominator in your calculation of Return on Invested Capital. As it appears your calculation is not that as typically calculated, it appears you should qualify the label of the measure as "adjusted" or some other appropriate description. Also, please explain the purpose and basis for all adjustments made and disclose what the measure is intended to represent and why your measure provides useful information to investors. Lastly, present this measure calculated using the most directly comparable GAAP measures. Refer to Item 10(e)(1)(i) of Regulation S-K and the third bullet under Question 102.10(a) and by analogy to Questions 102.02 and 103.01…
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Non-GAAP: Reconciliation & Usefulness – what to check: Reconcile every non-GAAP measure (including segment-level measures presented outside the ASC 280 note) to the most directly comparable GAAP measure, and explain why it is useful.
MD&A: Results & Known Trends – what to check: Quantify drivers of changes (price vs. volume), discuss known trends and uncertainties, and avoid repeating the financial statements.
Liquidity & Capital Resources – what to check: Explain the drivers of operating cash flow changes (not just the line items), material cash requirements, and known trends affecting liquidity.
Statement of Cash Flows (ASC 230) – what to check:
KPIs, Metrics & Earnings Calls – what to check:
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