11-K 1 a2022form11-k.htm 11-K Document

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 11-K
 
(Mark One)
☒    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2022
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-14077
 
A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:
WILLIAMS-SONOMA, INC.
401(k) PLAN
B.    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
WILLIAMS-SONOMA, INC.
3250 Van Ness Avenue
San Francisco, CA 94109
(415) 421-7900
 
 



 
WILLIAMS-SONOMA, INC. 401(K) PLAN
Employer ID No: 94-2203880
Plan Number: 001
Financial Statements as of December 31, 2022 and 2021 and for
the Year Ended December 31, 2022,
Supplemental Schedules as of December 31, 2022
and Reports of Independent Registered Public Accounting Firms



 
WILLIAMS-SONOMA, INC. 401(K) PLAN
TABLE OF CONTENTS
 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee and Participants of
Williams-Sonoma, Inc. 401(k) Plan
San Francisco, California

Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of Williams-Sonoma, Inc. 401(k) Plan (the "Plan") as of December 31, 2022, the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2022 and Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2022 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedules reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated in all material respects in relation to the financial statements as a whole.

/s/ CROWE LLP
 
New York, New York
June 27, 2023
We have served as the Plan's auditor since 2023.








1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Administrative Committee and Participants of
Williams-Sonoma, Inc. 401(k) Plan

Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Williams-Sonoma, Inc. 401(k) Plan (the “Plan”) as of December 31, 2021, and the related notes as of December 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Report on Supplemental Schedules
The supplemental schedules of (1) delinquent participant contributions for the year ended December 31, 2021, and (2) assets (held at end of year) as of December 31, 2021 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ DELOITTE & TOUCHE LLP
 
San Francisco, California
June 28, 2022
We began serving as the auditor of the Williams-Sonoma, Inc. 401(k) Plan since at least 1991; however, an earlier year could not be reliably determined. In 2022 we became the predecessor auditor.
2

 
WILLIAMS-SONOMA, INC. 401(K) PLAN
Statements of Net Assets Available for Benefits
As of December 31, 2022 and 2021
 
 
 20222021
Assets
Investments, at fair value$472,051,360$579,205,891
Receivables:
Participant contributions receivable1,549,6991,374,682
Employer contributions receivable6,511,5835,009,380
Notes receivable from participants5,823,1976,200,306
Total receivables13,884,47912,584,368
Total assets485,935,839591,790,259
Liabilities
Excess contributions payable(4,468)(55,569)
Total liabilities(4,468)(55,569)
NET ASSETS AVAILABLE FOR BENEFITS$485,931,371$591,734,690
See Notes to Financial Statements.

3

 
WILLIAMS-SONOMA, INC. 401(K) PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2022
 
 
 2022
 
Contributions: 
Participant contributions$37,165,402
Employer contributions, net of forfeitures10,865,823
Rollovers3,215,421
Total contributions51,246,646
Investment income (loss): 
Net depreciation in fair value of investments(126,993,215)
Dividends5,713,710
Interest722,610
Total investment income (loss)(120,556,895)
Interest income on notes receivable from participants249,698
Benefit payments to participants(36,056,002)
Administrative expenses(686,766)
Net decrease(105,803,319)
NET ASSETS AVAILABLE FOR BENEFITS: 
Beginning of year591,734,690
End of year$485,931,371
See Notes to Financial Statements.

 

4

WILLIAMS-SONOMA, INC. 401(K) PLAN
Notes to Financial Statements
 
1. DESCRIPTION OF PLAN
The following description of the Williams-Sonoma, Inc. 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan provisions.
General – The Plan is a defined contribution plan covering eligible salaried and hourly associates and was created to provide savings opportunities to the associates of Williams-Sonoma, Inc. (the “Company”). The Board of Directors of the Company has appointed the Administrative Committee of the Plan to control and manage the operation and administration of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and is intended to be qualified under Internal Revenue Code Sections 401(a), 401(k), 401(m), and 4975(e)(7).
Plan Amendments – Prior to July 2022, for the first five years of the participant’s employment, all matching contributions and any earnings attributable thereto vest at the rate of 20% per year of service, measuring service from the participant’s hire date. Thereafter, all matching contributions and any earnings attributable thereto vest immediately. Effective July 2022, an amendment to the Plan was approved to replace the existing vesting schedule wherein all matching contributions and any earnings attributable thereto shall become vested 100% after one year of service.
Contributions – The Plan allows participants to defer a portion of their pre-tax or after-tax (Roth) income and have such amounts paid into the Plan. Associates who are at least 21 years of age may participate as soon as administratively practicable (approximately 30 days) after their date of hire. The Plan permits all eligible associates to make elective deferral contributions up to 75% of their eligible compensation (base salary, hourly wages and overtime) each pay period subject to the maximum salary deferral contributions allowed under federal income tax rules. Participants who reach age 50 by the end of a calendar year and make the maximum deferrals into the Plan can make additional catch-up contributions. Participants are also allowed to rollover to the Plan certain pre-tax or after-tax distributions from other qualified plans and arrangements. During 2022, federal income tax rules limited participants’ maximum annual salary deferral contributions to $20,500, and catch-up contributions to $6,500.
The Company’s matching contribution is equal to 50% of each participant’s eligible salary deferral contribution each pay period, taking into account only those contributions that do not exceed 6% of the participant’s eligible pay. Each participant’s matching contribution is earned on a semi-annual basis for those associates that are employed with the Company on June 30th or December 31st of the year in which the eligible deferrals are made. Full-time associates must complete one year of service, and in addition to the one-year service requirement, part-time, casual and seasonal associates must complete 1,000 hours of service during their first year or any calendar year thereafter, prior to receiving company matching contributions. The Company does not match participants’ rollover and catch-up contributions. The matching contributions are subject to the vesting provisions of the Plan document as described below and are calculated based on eligible employee contributions beginning the first day of each calendar quarter (January 1st, April 1st, July 1st, and October 1st) on or after the associate's match eligibility date.
Participant accounts – The Plan maintains individual accounts for participants. Each participant’s account includes their contributions and withdrawals, the Company’s matching contributions and an allocation of Plan earnings and losses, which are based upon participant earnings or account balances, as defined in the Plan document. Participants can transfer their contributions freely between funds at any time and still qualify for the Company’s matching contribution. The benefit to which a participant is entitled is their vested account balance.
Investments – Participants direct the investment of their contributions into various investment options offered by the Plan. Company matching contributions are invested in the same funds as the participant’s elective deferral contributions.
Notes receivable from participants – Participants who are employed full-time or part-time by the Company are allowed to borrow from their individual account up to 50% of their vested account balance, from a minimum loan of $1,000 up to a maximum loan of $50,000 (reduced for any loans outstanding in the previous year). A participant may have only one loan from the Plan outstanding at any given time. The notes receivable are secured by the vested balance in the participant’s account and bear interest at a fixed rate equal to 1% plus the prime lending rate as published by the Wall Street Journal at the beginning of the calendar month in which the loan is initiated. Notes receivable are stated at their unpaid principal balance plus any accrued interest. As of December 31, 2022 and December 31, 2021, accrued interest on notes receivable from participants was $35,187 and $39,523, respectively. Principal and interest are required to be repaid ratably through regular payroll deductions for up to five years, unless the loan is to acquire a participant’s principal residence, in which case the maximum term of the loan is fifteen years. If a participant leaves the Company, any unpaid notes receivable must be paid in full on the participants’ last day of employment. As of December 31, 2022 and December 31, 2021, there were no allowances for credit losses on the notes receivable from participants. If the participant does not repay the loan as required, the outstanding balance of the loan is treated as a taxable distribution from the Plan. As of December 31, 2022, participant loans have maturities through 2037 at interest rates ranging from 4.25% to 8.50%.
5

Vesting – Participants are immediately 100% vested in their elective deferral contributions, rollover contributions, catch-up contributions and any earnings attributable thereto. Prior to July 2022, for the first five years of the participant’s employment, all matching contributions and any earnings attributable thereto vest at the rate of 20% per year of service, measuring service from the participant’s hire date. Thereafter, all matching contributions and any earnings attributable thereto vest immediately. Effective July 2022, an amendment to the Plan was approved to replace the existing vesting schedule wherein all matching contributions and any earnings attributable thereto shall become vested 100% after one year of service. In addition, Company matching contributions become 100% vested upon a participant’s death, attainment of age 65 or total and permanent disability, in each case while still employed with the Company.
Forfeitures – When a participant terminates employment prior to full vesting and takes a full distribution of the vested portion, any unvested Company matching contributions and earnings attributable thereto are immediately forfeited (subject to restoration if the participant returns to employment with the Company before incurring a five-year break in service). When a participant terminates employment prior to full vesting and defers distribution from the Plan, the unvested portion of the Company matching contributions and earnings attributable thereto remain in the Plan (except if the participant’s vested balance is $5,000 or less following separation, at which time all unvested amounts are immediately forfeited) until the participant reaches a five-year break in service, at which time the unvested contributions and any attributable earnings thereto are forfeited. These forfeited amounts may be used to reduce future Company matching contributions, pay the Plan’s administrative expenses, or fund the restoration of forfeited amounts. At December 31, 2022 and 2021, forfeited unvested accounts totaled $43,801 and $353,684, respectively. During 2022, employer contributions were reduced by $383,064 and administrative expenses of $243,714 were paid from forfeited unvested accounts.
Payment of benefits – Benefits are payable upon termination of employment, hardship, death, disability, retirement or attainment of at least age 59 1/2. A participant is not required to take the distributions until after the participant both separates from the Company and attains age 70 1/2, except if the participant’s vested account balance is $5,000 or less following separation, in which case the Plan will issue the participant a full distribution. Distribution of a participant’s benefits may be made in cash and are recorded when paid.
Plan termination – The Company has no intention at this time to terminate the Plan, but retains the authority to amend or terminate the Plan at any time for any reason. In the event of Plan termination, participants’ accounts become fully vested. Net assets of the Plan are applied for the exclusive benefit of the participants.
Plan administrative and investment expenses – Certain administrative expenses are paid by the Plan, as permitted by the Plan document. Participants pay administrative costs for loans, distributions and qualified domestic relation orders. All other administrative expenses are paid by the Company.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of accounting – The financial statements of the Plan are prepared on the accrual basis of accounting, and in conformity with accounting principles generally accepted in the United States of America (GAAP).
Use of estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Risks and uncertainties – The Plan invests in various securities including Williams-Sonoma, Inc. common stock, mutual funds and common collective trust funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the value of the participants’ account balances and the amounts reported in the financial statements. At December 31, 2022 and 2021, investments in the Company’s common stock fund was $81,549,590 and $121,320,321, respectively. This investment represents 17.28% and 20.95% of total investments at December 31, 2022 and 2021, respectively. A significant decline in the market value of the Company’s common stock would significantly affect the net assets available for benefits.
Purchases and sales – Purchases and sales of securities are recorded on a trade-date basis.
Investments – The Plan’s investments are stated at fair value. Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. The fair value of investments in the Williams-Sonoma, Inc. Stock Fund and mutual funds is based on publicly quoted market prices. The fair value of investments in common collective trust funds is based on the net asset value of participation units held by the Plan. The fair value of investments in the self-directed brokerage accounts is based on the values of underlying investments which include interest-bearing cash, common stock, mutual funds, exchange-traded funds and unit investment trusts. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Management fees and operating expenses charged to the Plan for investments are deducted from income earned on a daily basis and are reflected as a reduction of the investment value for such investments.
6

There are no redemption restrictions for the Plan’s investments.
Benefits payable – Benefits payable represent vested account balances of $5,000 or less which will be paid to participants who had withdrawn from participation in the Plan. Benefit payments to participants will be paid in the coming year and are recorded upon distribution. As of December 31, 2022 and 2021, benefits payable was $348,382 and $292,586, respectively.
Interest – Interest income is recorded on the accrual basis.
Dividends – Dividends represent amounts paid on shares or units held in the Plan investments which is determined based on shares or units held as of the record date and recorded on the ex-dividend date. Specifically, for the Williams-Sonoma, Inc. Stock Fund, participants may elect to receive a payout or have their dividends reinvested into the fund. For all other Plan investments, dividends are reinvested into the investment.
Excess contributions payable – The Plan is required to return contributions received during the Plan year in excess of the limits imposed by federal income tax rules.
3. FAIR VALUE MEASUREMENTS
The Plan accounts for the fair value of its assets and liabilities using the fair value hierarchy established by the Financial Accounting Standards Board Accounting Standard Codification 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 Plan has classified the inputs used to measure the fair values of the Williams-Sonoma, Inc. Stock Fund, Schwab Personal Choice Retirement Account and mutual funds as Level 1. The Williams-Sonoma, Inc. Stock Fund is a unitized fund which invests in Williams-Sonoma, Inc. common stock (valued at the closing price as reported on the New York Stock Exchange) in addition to short-term investments primarily being interest-bearing cash (valued at fair value based on their outstanding balances) which provides liquid assets to allow for the daily processing of transfers, loans, and withdrawals. The value of a unit in a unitized stock fund is based on the Net Asset Value (NAV), which is the value of the underlying common stock and cash held by the fund, divided by the number of units outstanding. Therefore, the NAV of the fund, or “unit price”, will be slightly different from the closing price as reported on the active market. The individual assets of the stock fund are considered separately as individual investments for accounting, auditing, and financial statement reporting purposes. The Schwab Personal Choice Retirement Account is a self-directed brokerage account comprised of interest-bearing cash, common stock, mutual funds, exchange-traded funds and unit investment trusts, all of which are valued at the closing price reported in the active market in which the securities are traded. Mutual funds are valued at the daily closing price as reported by the fund, which represents the NAV of shares held by the Plan. These funds are required to publish their daily NAV and to transact at that price, and are deemed to be actively traded.
Common collective trust funds are measured using the net asset value provided by the trustee as a practical expedient, and are therefore not classified within the fair value hierarchy. The net asset value is based on the value of the underlying assets held by the fund, less its liabilities. This practical expedient is not used when it is deemed probable that the fund will sell the investment for an amount different than the reported net asset value. If the Plan initiates a full redemption of the T. Rowe Price Large-Cap Growth Trust, the issuer reserves the right to require 30 days notification in order to confirm that securities liquidations will be carried out in an orderly business manner.
Stable value funds, collective trust funds that are composed primarily of fully benefit-responsive investment contracts, are valued at the net asset value of units of the bank collective trust. The net asset value is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to confirm that securities liquidations will be carried out in an orderly business manner.
The following table is presented by level within the fair value hierarchy and provides a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2022 and 2021. Significant transfers between levels within the fair value hierarchy are recognized as they occur. During 2022 and 2021, there were no transfers between Level 1, 2 or 3 categories.
7

Investments measured at fair value as of December 31, 2022 and December 31, 2021 were:
 
Pricing
Category
20222021
Mutual fundsLevel 1$150,740,688$170,640,082
Williams-Sonoma, Inc. Stock FundLevel 181,549,590121,320,321
Schwab Personal Choice Retirement AccountLevel 17,537,1567,908,158
Total investments classified within the fair value hierarchy 239,827,434299,868,561
Investments measured at net asset value1
 232,223,926279,337,330
Total investments measured at fair value $472,051,360$579,205,891
 
1     These investments are measured at fair value using net asset value (or its equivalent) as a practical expedient, and are therefore not classified within the fair value hierarchy. They are included in the table above to provide a reconciliation of total investments to the Statements of Net Assets Available for Benefits.  
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2022 and 2021 to the Form 5500:
 20222021
Net assets available for benefits per the financial statements$485,931,371$591,734,690
Participant contributions earned; received in subsequent year(1,202,918)(1,019,419)
Excess contribution payable4,46855,569
Deemed distribution(40,018)(63,017)
Net assets available for benefits per Form 5500$484,692,903$590,707,823
The following is a reconciliation of net decrease in net assets available for benefits per the financial statements for the year ended December 31, 2022 to the Form 5500:
 2022
Net decrease in net assets available for benefits per the financial statements$(105,803,319)
Net change in employee contribution receivable(183,499)
Net change in excess contribution payable(51,101)
Net change in deemed distribution 22,999
Net loss per the Form 5500$(106,014,920)
5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
The Charles Schwab Trust Company is the trustee of the Plan, and Schwab Retirement Plan Services, Inc. is the administrator of the Plan. All investments managed by both companies qualify as exempt party-in-interest transactions. Total trustee and administrative fees charged by the Charles Schwab Trust Company and Schwab Retirement Plan Services, Inc. to the Company for 2022 were $406,351. Any administrative fees paid by the Plan to Charles Schwab Trust Company, Schwab Retirement Plan Services, Inc. or any other third party service provider to the Plan, qualify as exempt party-in-interest transactions.
The Company is also a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, the Company’s common stock transactions qualify as party-in-interest transactions. At December 31, 2022 and 2021, the fair value of the Williams-Sonoma, Inc. Stock Fund (the sponsoring employer) was $81,549,590 and $121,320,321, respectively, and the fair value of the holdings of Williams-Sonoma, Inc. (the sponsoring employer) stock within this fund was $80,113,835 and $120,191,051, respectively. In 2022, the Plan recorded dividend income and realized net losses from the Williams-Sonoma, Inc. Stock Fund of $2,037,660 and $1,687,669, respectively. As of December 31, 2022 and 2021, the Plan held 697,127 and 710,643 shares of Williams-Sonoma, Inc. common stock, respectively.
In addition, the Plan issues notes receivable from participants that are secured by the vested balances in the participants’ accounts. These transactions qualify as exempt party-in-interest transactions.
8

6. NONEXEMPT PARTY-IN-INTEREST TRANSACTIONS
For the 2022 Plan year, the Company remitted several participant contributions totaling $2,268,214 to the trustee later than required by Department of Labor (“DOL”) Regulation 2510.3-102. The Company intends to file Form 5330 with the Internal Revenue Service ("IRS") and pay the excise tax due on the transactions. In addition, participant accounts will be credited with earnings in accordance with DOL guidelines.
7. INCOME TAX STATUS
The IRS issued a determination letter dated September 19, 2017 stating that the Plan, as amended, was qualified and the trust established thereunder was tax-exempt under the applicable sections of the Internal Revenue Code (“the Code”). The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. However, the Administrative Committee believes the Plan is operating in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust was tax-exempt as of December 31, 2022. Therefore, a provision for income taxes has not been included in the Plan’s financial statements.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022 and 2021, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.
The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Administrative Committee believes it is no longer subject to income tax examinations for years prior to 2019.
8. SUBSEQUENT EVENTS
Subsequent events after the statement of net assets available for plan benefits date through June 27, 2023, the date the financial statements were issued, have been evaluated in the preparation of the financial statements. No events occurred that require additional disclosure or adjustments to the Plan's financial statements.
9


WILLIAMS-SONOMA, INC. 401(K) PLAN
Form 5500, Schedule H, Part IV, Line 4a
Schedule of Delinquent Participant Contributions
For the Year Ended December 31, 2022

Total that Constitute Nonexempt Prohibited Transactions
Participant Contributions Transferred Late to Plan
Contributions not correctedContributions corrected outside VFCPContributions pending correction in VFCPTotal fully corrected under VFCP and PTE 2002-51
Check here if late participant loan repayments are included  ☒
2022 participant contribution transferred late to the Plan$2,192,693$75,521$—$—
2021 participant contribution transferred late to the Plan$—$2,039,746$—$—
    
See accompanying reports of Independent Registered Public Accounting Firms.                
10

WILLIAMS-SONOMA, INC. 401(K) PLAN
Form 5500, Schedule H, Part IV, Line 4i
Schedule of Assets (Held at End of Year)
As of December 31, 2022
 
(a)
(b) Identity of issue, borrower, lessor, or similar party
(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current Value
Common collective trust funds:
*
Schwab Managed Retirement Trust Fund 2040
Common Collective Trust Fund$27,237,104
*
Schwab Managed Retirement Trust Fund 2030
Common Collective Trust Fund23,124,754
*
Schwab Managed Retirement Trust Fund 2050
Common Collective Trust Fund16,366,162
*
Schwab Managed Retirement Trust Fund 2045
Common Collective Trust Fund16,305,957
*
Schwab Managed Retirement Trust Fund 2035
Common Collective Trust Fund15,076,997
*
Schwab Managed Retirement Trust Fund 2025
Common Collective Trust Fund9,695,544
*
Schwab Managed Retirement Trust Fund 2055
Common Collective Trust Fund9,396,947
*
Schwab Managed Retirement Trust Fund 2020
Common Collective Trust Fund6,191,590
*
Schwab Managed Retirement Trust Fund 2060
Common Collective Trust Fund5,847,617
*
Schwab Managed Retirement Trust Income Fund
Common Collective Trust Fund3,391,439
*
Schwab Managed Retirement Trust Fund 2015
Common Collective Trust Fund1,962,940
*
Schwab Managed Retirement Trust Fund 2065
Common Collective Trust Fund502,321
T Rowe Large Cap Growth Trust BCommon Collective Trust Fund36,848,248
Galliard Managed Income Fund MCCommon Collective Trust Fund21,730,903
Rothschild U.S. SM Mid Cap Core FundCommon Collective Trust Fund15,951,006
WTC CIF II International OpportunityCommon Collective Trust Fund14,675,349
State Street Global All Cap Equity Ex-U.S.Common Collective Trust Fund7,919,048
232,223,926
Mutual funds:
*
Schwab S&P 500 Index Fund
Mutual Fund71,336,600
Dodge & Cox Stock FundMutual Fund40,060,634
Metropolitan West Total Return Bond FundMutual Fund15,868,532
Vanguard Total Bond Market Index InstMutual Fund12,875,789
Vanguard Extended Market Index InstMutual Fund10,599,133
150,740,688
Employer securities:
*
Williams-Sonoma, Inc. Stock Fund
Employer Securities81,549,590
Self-directed brokerage account:
*Schwab Personal Choice Retirement AccountSelf-Directed Brokerage Account7,537,156
Participants:
*
Notes receivable from participants
Loans to participants (at interest rates of 4.25% to 8.50%)***
5,747,992
$477,799,352
*Represents an exempt party-in-interest transaction.
**Cost information is not required for participant-directed investments and therefore is not included.
***
Includes notes receivable from participants with original maturities of up to 15 years through 2037. See Note 1 to Financial Statements.
See accompanying reports of Independent Registered Public Accounting Firms.
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EXHIBIT INDEX
 
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan’s Administrative Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
WILLIAMS-SONOMA, INC. 401(k) PLAN
By: /s/ Chris McBride
 Chris McBride
 Senior Vice President, Total Rewards
Dated: June 27, 2023
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