UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

FILE NO. 202 3025 

WILLIAMS-SONOMA, INC., a corporation, 

d/b/a Williams Sonoma, Williams Sonoma 

AGREEMENT CONTAINING Home, Pottery Barn, Pottery Barn Kids, 

Pottery Barn Teen, West Elm, Rejuvenation, CONSENT ORDER 

Outward, and Mark & Graham. 

The Federal Trade Commission (“Commission”) has conducted an investigation of 

certain acts and practices of Williams-Sonoma, Inc., also d/b/a Williams Sonoma, Williams 

Sonoma Home, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Rejuvenation, 

Outward, and Mark & Graham (“Proposed Respondent”). The Commission’s Bureau of 

Consumer Protection (“BCP”) has prepared a draft of an administrative Complaint (“draft 

Complaint”). BCP and Proposed Respondent, through its duly authorized officer, enter into this 

Agreement Containing Consent Order (“Consent Agreement”) to resolve the allegations in the 

attached draft Complaint through a proposed Decision and Order to present to the Commission, 

which is also attached and made a part of this Consent Agreement. 

IT IS HEREBY AGREED by and between Proposed Respondent and BCP, that: 

1. The Proposed Respondent is Williams-Sonoma, Inc., a Delaware corporation, also doing 

business as Williams Sonoma, Williams Sonoma Home, Pottery Barn, Pottery Barn Kids, Pottery 

Barn Teen, West Elm, Rejuvenation, Outward, and Mark & Graham, with its principal place of 

business at 3250 Van Ness Avenue, San Francisco, CA 94109. 

2. Proposed Respondent neither admits nor denies any of the allegations in the Complaint, 

except as specifically stated in the Decision and Order. Only for purposes of this action, 

Proposed Respondent admits the facts necessary to establish jurisdiction. 

3. Proposed Respondent waives: 

a. Any further procedural steps; 

b. The requirement that the Commission’s Decision contain a statement of findings 

of fact and conclusions of law; and 

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order issued pursuant to this Consent Agreement. 

4. This Consent Agreement will not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If the Commission accepts this Consent 

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Agreement, it, together with the draft Complaint, will be placed on the public record for 30 days 

and information about them publicly released. Acceptance does not constitute final approval, but 

it serves as the basis for further actions leading to final disposition of the matter. Thereafter, the 

Commission may either withdraw its acceptance of this Consent Agreement and so notify 

Proposed Respondent, in which event the Commission will take such action as it may consider 

appropriate, or issue and serve its Complaint (in such form as the circumstances may require) 

and decision in disposition of the proceeding, which may include an Order. See Section 2.34 of 

the Commission’s Rules, 16 C.F.R. § 2.34 (“Rule 2.34”). 

5. If this agreement is accepted by the Commission, and if such acceptance is not 

subsequently withdrawn by the Commission pursuant to Rule 2.34, the Commission may, 

without further notice to Proposed Respondent: (1) issue its Complaint corresponding in form 

and substance with the attached draft Complaint and its Decision and Order; and (2) make 

information about them public. Proposed Respondent agrees that service of the Order may be 

effected by its publication on the Commission’s website (ftc.gov), at which time the Order will 

become final. See Rule 2.32(d). Proposed Respondent waives any rights it may have to any 

other manner of service. See Rule 4.4. 

6. When final, the Decision and Order will have the same force and effect and may be 

altered, modified, or set aside in the same manner and within the same time provided by statute 

for other Commission orders. 

7. The Complaint may be used in construing the terms of the Decision and Order. No 

agreement, understanding, representation, or interpretation not contained in the Decision and 

Order or in this Consent Agreement may be used to vary or contradict the terms of the Decision 

and Order. 

8. Proposed Respondent agrees to comply with the terms of the proposed Decision and 

Order from the date that Proposed Respondent signs this Consent Agreement. Proposed 

Respondent understands that it may be liable for civil penalties and other relief for each violation 

of the Decision and Order after it becomes final. 

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WILLIAMS-SONOMA, INC. FEDERAL TRADE COMMISSION 

 

___________________ ____________________ 

Julie Whalen Julia Solomon Ensor 

Executive Vice President Attorney 

Chief Financial Officer Division of Enforcement 

Williams-Sonoma, Inc. Bureau of Consumer Protection 

 

 

Date:__________________ 

 APPROVED: 

 

_____________________ ________________________ 

Christie Grymes Thompson Laura Koss 

Kelley Drye & Warren LLP Assistant Director 

Attorney for Proposed Respondent Division of Enforcement 

 Bureau of Consumer Protection 

Date:_________________ 

 ________________________ 

James A. Kohm 

Associate Director 

Division of Enforcement 

Bureau of Consumer Protection 

 

 _________________________ 

Andrew Smith 

Director 

Bureau of Consumer Protection 

 Date:____________________ 

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202 3025 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Joseph J. Simons, Chairman 

Noah Joshua Phillips 

Rohit Chopra 

Rebecca Kelly Slaughter 

Christine S. Wilson 

In the Matter of 

DECISION AND ORDER 

WILLIAMS-SONOMA, INC., a corporation, 

d/b/a Williams Sonoma, Williams Sonoma 

DOCKET NO. C- Home, Pottery Barn, Pottery Barn Kids, 

Pottery Barn Teen, West Elm, Rejuvenation, 

Outward, and Mark & Graham. 

DECISION 

The Federal Trade Commission (“Commission”) initiated an investigation of certain acts 

and practices of the Respondent named in the caption. The Commission’s Bureau of Consumer 

Protection (“BCP”) prepared and furnished to Respondent a draft Complaint. BCP proposed to 

present the draft Complaint to the Commission for its consideration. If issued by the 

Commission, the draft Complaint would charge the Respondent with violations of the Federal 

Trade Commission Act. 

Respondent and BCP thereafter executed an Agreement Containing Consent Order 

(“Consent Agreement”). The Consent Agreement includes: 1) a statement by Respondent that it 

neither admits nor denies any of the allegations in the Complaint, except as specifically stated in 

this Decision and Order, and that only for purposes of this action, it admits the facts necessary to 

establish jurisdiction; and 2) waivers and other provisions as required by the Commission’s 

Rules. 

The Commission considered the matter and determined that it had reason to believe that 

Respondent has violated the Federal Trade Commission Act, and that a Complaint should issue 

stating its charges in that respect. The Commission accepted the executed Consent Agreement 

and placed it on the public record for a period of 30 days for the receipt and consideration of 

public comments. The Commission duly considered any comments received from interested 

persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further conformity with 

the procedure prescribed in Rule 2.34, the Commission issues its Complaint, makes the 

following Findings, and issues the following Order: 

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Findings 

1. The Respondent is Williams-Sonoma, Inc., a Delaware corporation, also doing business 

as Williams Sonoma, Williams Sonoma Home, Pottery Barn, Pottery Barn Kids, Pottery 

Barn Teen, West Elm, Rejuvenation, Outward, and Mark & Graham, with its principal 

place of business at 3250 Van Ness Avenue, San Francisco, CA 94109. 

2. The Commission has jurisdiction over the subject matter of this proceeding and over the 

Respondent, and the proceeding is in the public interest. 

ORDER 

Definitions 

For purposes of this Order, the following definitions apply: 

A. “Clear(ly) and conspicuous(ly)” means that a required disclosure is difficult to miss 

(i.e., easily noticeable) and easily understandable by ordinary consumers, including in all 

of the following ways: 

1. In any communication that is solely visual or solely audible, the disclosure must 

be made through the same means through which the communication is presented. 

In any communication made through both visual and audible means, such as a 

television advertisement, the disclosure must be presented simultaneously in both 

the visual and audible portions of the communication even if the representation 

requiring the disclosure is made in only one means. 

2. A visual disclosure, by its size, contrast, location, the length of time it appears, 

and other characteristics, must stand out from any accompanying text or other 

visual elements so that it is easily noticed, read, and understood. 

3. An audible disclosure, including by telephone or streaming video, must be 

delivered in a volume, speed, and cadence sufficient for ordinary consumers to 

easily hear and understand it. 

4. In any communication using an interactive electronic medium, such as the 

Internet or software, the disclosure must be unavoidable. 

5. On a product label, the disclosure must be presented on the principal display 

panel. 

6. The disclosure must use diction and syntax understandable to ordinary consumers 

and must appear in each language in which the representation that requires the 

disclosure appears. 

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7. The disclosure must comply with these requirements in each medium through 

which it is received, including all electronic devices and face-to-face 

communications. 

8. The disclosure must not be contradicted or mitigated by, or inconsistent with, 

anything else in the communication. 

9. When the representation or sales practice targets a specific audience, such as 

children, the elderly, or the terminally ill, “ordinary consumers” includes 

reasonable members of that group. 

B. “Made in the United States” means any representation, express or implied, that a 

product or service, or a specified component thereof, is of U.S.-origin, including, but not 

limited to, a representation that such product or service is “made,” “manufactured,” 

“built,” “produced,” or “crafted” in the United States or in America, or any other U.S.-

origin claim. 

C. “Respondent” means Williams-Sonoma, Inc., also d/b/a Williams Sonoma, Williams 

Sonoma Home, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, 

Rejuvenation, Outward, and Mark & Graham, and its successors and assigns. 

Provisions 

I. 

Prohibition Against Misrepresentations Regarding U.S.-Origin Claims 

IT IS ORDERED that Respondent, Respondent’s officers, agents, employees, and 

attorneys, and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, in connection with promoting or 

offering for sale any home product, or any other product or service, must not make any 

representation, expressly or by implication, that a product is Made in the United States unless: 

A. The final assembly or processing of the product occurs in the United States, all 

significant processing that goes into the product occurs in the United States, and all or 

virtually all ingredients or components of the product are made and sourced in the United 

States; or 

B. A Clear and Conspicuous qualification appears immediately adjacent to the 

representation that accurately conveys the extent to which the product contains foreign 

parts, ingredients or components, and/or processing; or 

C. For a claim that a product is assembled in the United States, the product is last 

substantially transformed in the United States, the product’s principal assembly takes 

place in the United States, and United States assembly operations are substantial. 

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II. 

Prohibition Against Deceptive Country of Origin Claims, 

Including False and/or Unsubstantiated Claims 

IT IS FURTHER ORDERED that Respondent, Respondent’s officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, whether acting directly or indirectly, in connection 

with the sale of any home product, or any other product or service, must not make any 

representation, expressly or by implication, regarding the country of origin of any product or 

service unless the representation is non-misleading, and, at the time such representation is made, 

Respondent possesses and relies upon a reasonable basis for the representation. 

III. 

Monetary Relief 

IT IS FURTHER ORDERED that: 

A. Respondent must pay to the Commission $1,000,000, which Respondent stipulates its 

undersigned counsel holds in escrow for no purpose other than payment to the 

Commission. 

B. Such payment must be made within 8 days of the effective date of this Order by 

electronic fund transfer in accordance with instructions provided by a representative of 

the Commission. 

IV. 

Additional Monetary Provisions 

IT IS FURTHER ORDERED that: 

A. Respondent relinquishes dominion and all legal and equitable right, title, and interest in 

all assets transferred pursuant to this Order and may not seek the return of any assets. 

B. The facts alleged in the Complaint will be taken as true, without further proof, in any 

subsequent civil litigation by or on behalf of the Commission to enforce its rights to any 

payment pursuant to this Order, such as a nondischargeability complaint in any 

bankruptcy case. 

C. The facts alleged in the Complaint establish all elements necessary to sustain an action by 

or on behalf of the Commission pursuant to Section 523(a)(2)(A) of the Bankruptcy 

Code, 11 U.S.C. § 523(a)(2)(A), and this Order will have collateral estoppel effect for 

such purposes. 

D. All money paid to the Commission pursuant to this Order may be deposited into a fund 

administered by the Commission or its designee to be used for relief, including consumer 

redress and any attendant expenses for the administration of any redress fund. If a 

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representative of the Commission decides that direct redress to consumers is wholly or 

partially impracticable or money remains after redress is completed, the Commission may 

apply any remaining money for such other relief (including consumer information 

remedies) as it determines to be reasonably related to Respondent’s practices alleged in 

the Complaint. Any money not used is to be deposited to the U.S. Treasury. Respondent 

has no right to challenge any activities pursuant to this Provision. 

E. In the event of default on any obligation to make payment under this Order, interest, 

computed as if pursuant to 28 U.S.C. § 1961(a), shall accrue from the date of default to 

the date of payment. In the event such default continues for 10 days beyond the date that 

payment is due, the entire amount will immediately become due and payable. 

F. Each day of nonpayment is a violation through continuing failure to obey or neglect to 

obey a final order of the Commission and thus will be deemed a separate offense and 

violation for which a civil penalty shall accrue. 

G. Respondent acknowledges that its Taxpayer Identification Numbers (Social Security or 

Employer Identification Numbers) may be used for collecting and reporting on any 

delinquent amount arising out of this Order, in accordance with 31 U.S.C. § 7701. 

V. 

Customer Information 

IT IS FURTHER ORDERED that Respondent, Respondent’s officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, must directly or indirectly provide sufficient 

customer information to enable the Commission to efficiently administer consumer redress. 

Notwithstanding the foregoing, nothing in this Provision shall be construed to not require 

Respondent to comply with a consumer request to delete the consumer’s personal information 

pursuant to Cal. Civ. Code 1798.105. If a representative of the Commission requests in writing 

any information related to redress, Respondent must provide it, in the form prescribed by the 

Commission, within 14 days. 

VI. 

Acknowledgments of the Order 

IT IS FURTHER ORDERED that Respondent obtain acknowledgments of receipt of 

this Order: 

A. Respondent, within 10 days after the effective date of this Order, must submit to the 

Commission an acknowledgment of receipt of this Order sworn under penalty of perjury. 

B. Respondent must deliver a copy of this Order to: (1) all principals, officers, directors, 

and LLC managers and members; (2) all employees having managerial responsibilities 

for conduct related to the subject matter of the Order and all agents and representatives 

having managerial responsibilities for conduct related to the subject matter of the Order; 

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and (3) any business entity resulting from any change in structure as set forth in the 

Provision titled Compliance Reports and Notices. Delivery must occur within 10 days 

after the effective date of this Order for current personnel. For all others, delivery must 

occur before they assume their responsibilities. 

C. From each individual or entity to which Respondent delivered a copy of this Order, 

Respondent must obtain, within 30 days, a signed and dated acknowledgment of receipt 

of this Order. 

VII. 

Compliance Reports and Notices 

IT IS FURTHER ORDERED that Respondent make timely submissions to the 

Commission: 

A. One year after the issuance date of this Order, Respondent must submit a compliance 

report, sworn under penalty of perjury, in which Respondent must: (a) identify the 

primary physical, postal, and email address and telephone number, as designated points 

of contact, which representatives of the Commission, may use to communicate with 

Respondent; (b) identify all of Respondent’s businesses by all of their names, telephone 

numbers, and physical, postal, email, and Internet addresses; (c) describe the activities of 

each business, including the goods and services offered, and the means of advertising, 

marketing, and sales; (d) describe in detail whether and how Respondent is in compliance 

with each Provision of this Order, including a discussion of all of the changes the 

Respondent made to comply with the Order; and (e) provide a copy of each 

Acknowledgment of the Order obtained pursuant to this Order, unless previously 

submitted to the Commission. 

B. Respondent must submit a compliance notice, sworn under penalty of perjury, within 14 

days of any change in the following: (a) any designated point of contact; or (b) the 

structure of Respondent or any entity that Respondent has any ownership interest in or 

controls directly or indirectly that may affect compliance obligations arising under this 

Order, including: creation, merger, sale, or dissolution of the entity or any subsidiary, 

parent, or affiliate that engages in any acts or practices subject to this Order. 

C. Respondent must submit notice of the filing of any bankruptcy petition, insolvency 

proceeding, or similar proceeding by or against Respondent within 14 days of its filing. 

D. Any submission to the Commission required by this Order to be sworn under penalty of 

perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by 

concluding: “I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. Executed on: _____” and supplying the 

date, signatory’s full name, title (if applicable), and signature. 

E. Unless otherwise directed by a Commission representative in writing, all submissions to 

the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by 

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overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, 

Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue 

NW, Washington, DC 20580. The subject line must begin: In re Williams-Sonoma, Inc. 

VIII. 

Recordkeeping 

IT IS FURTHER ORDERED that Respondent must create certain records for 20 years 

after the issuance date of the Order, and retain each such record for 5 years. Specifically, 

Respondent must create and retain the following records: 

A. Accounting records showing the revenues from all goods or services sold; 

B. Personnel records showing, for each person providing services in relation to any aspect of 

the Order, whether as an employee or otherwise, that person’s: name; addresses; 

telephone numbers; job title or position; dates of service; and (if applicable) the reason 

for termination; 

C. Records of all consumer complaints and refund requests concerning the subject matter of 

the Order, whether received directly or indirectly, such as through a third party, and any 

response; 

D. All records necessary to demonstrate full compliance with each provision of this Order, 

including all submissions to the Commission; and 

E. A copy of each materially different advertisement or other marketing material making a 

representation subject to this Order. 

IX. 

Compliance Monitoring 

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondent’s 

compliance with this Order, including any failure to transfer any assets as required by this Order: 

A. Within 10 days of receipt of a written request from a representative of the Commission, 

Respondent must: submit additional compliance reports or other requested information, 

which must be sworn under penalty of perjury, and produce records for inspection and 

copying. 

B. For matters concerning this Order, representatives of the Commission are authorized to 

communicate directly with Respondent. Respondent must permit representatives of the 

Commission to interview anyone affiliated with Respondent who has agreed to such an 

interview. The interviewee may have counsel present. 

C. The Commission may use all other lawful means, including posing through its 

representatives as consumers, suppliers, or other individuals or entities, to Respondent or 

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any individual or entity affiliated with Respondent, without the necessity of identification 

or prior notice. Nothing in this Order limits the Commission’s lawful use of compulsory 

process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 57b-1. 

X. 

Order Effective Dates 

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its 

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20 

years from the date of its issuance (which date may be stated at the end of this Order, near the 

Commission’s seal), or 20 years from the most recent date that the United States or the 

Commission files a complaint (with or without an accompanying settlement) in federal court 

alleging any violation of this Order, whichever comes later; provided, however, that the filing of 

such a complaint will not affect the duration of: 

A. Any Provision in this Order that terminates in less than 20 years; 

B. This Order if such complaint is filed after the Order has terminated pursuant to this 

Provision. 

Provided, further, that if such complaint is dismissed or a federal court rules that the 

Respondent did not violate any provision of the Order, and the dismissal or ruling is either not 

appealed or upheld on appeal, then the Order will terminate according to this Provision as though 

the complaint had never been filed, except that the Order will not terminate between the date 

such complaint is filed and the later of the deadline for appealing such dismissal or ruling and the 

date such dismissal or ruling is upheld on appeal. 

By the Commission. 

[April Tabor] 

Acting Secretary 

SEAL: 

ISSUED: 

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