Pottery Barn 2005 Annual Report Download - page 122

consultation for the preparation of our federal, state and local tax returns; (ii) $0 for fiscal 2005 and fiscal 2004
for tax preparation services; (iii) $100,375 for fiscal 2005 and $328,209 for fiscal 2004 for tax consulting
services; and (iv) $16,850 for fiscal 2005 and $69,775 for fiscal 2004 for tax software license fees.
In May 2004, the SEC clarified its position on the provision of services with respect to certain contingent,
findings-based and value-added fee arrangements. In response to this clarification, we converted contingent fee
arrangements to “time and material” fee arrangements and made a payment of $180,000 to Deloitte for tax
services performed through 2003. This payment is included in the $328,209 described above.
All Other Fees
Deloitte billed $0 for fiscal 2005 and fiscal 2004 for all other services.
CORPORATE GOVERNANCE GUIDELINES AND CORPORATE CODE OF CONDUCT
Our Corporate Governance Guidelines and our Corporate Code of Conduct, which applies to all of our
employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are available on our
website at www.williams-sonomainc.com. Each is also available in print to any shareholder who requests it. To
date, there have been no waivers that apply to our Chief Executive Officer, Chief Financial Officer, Controller or
persons performing similar functions under our Corporate Code of Conduct. We intend to disclose any
amendment to, or waivers of, the provisions of our Corporate Code of Conduct that affect our Chief Executive
Officer, Chief Financial Officer, Controller or persons performing similar functions by posting such information
on our website at www.williams-sonomainc.com.
CERTIFICATIONS
The certification of our Chief Executive Officer required by the NYSE Listing Standards, Section 303A.12(a),
relating to our compliance with the NYSE Corporate Governance Listing Standards, was submitted to the NYSE
on June 6, 2005. The certifications of our Chief Executive Officer and Chief Financial Officer required by the
SEC in connection with our Annual Report on Form 10-K for the year ended January 30, 2005 were submitted to
the SEC on April 15, 2005 with our Annual Report on Form 10-K.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our Memphis-based distribution facilities include an operating lease entered into in July 1983 for a distribution
facility in Memphis, Tennessee. The lessor is a general partnership (“Partnership 1”) comprised of W. Howard
Lester, Chairman of the Board of Directors and a significant shareholder, and James A. McMahan, a Director
Emeritus and a significant shareholder. Partnership 1 does not have operations separate from the leasing of this
distribution facility and does not have lease agreements with any unrelated third parties.
Partnership 1 financed the construction of this distribution facility through the sale of a total of $9,200,000 of
industrial development bonds in 1983 and 1985. Annual principal payments and monthly interest payments are
required through maturity in December 2010. The Partnership 1 industrial development bonds are collateralized
by the distribution facility and the individual partners guarantee the bond repayments. As of January 29, 2006,
$1,887,000 was outstanding under the Partnership 1 industrial development bonds.
During fiscal 2005, we made annual rental payments of approximately $618,000 plus interest on the bonds
calculated at a variable rate determined monthly (3.5% in January 2006), applicable taxes, insurance and
maintenance expenses. Although the current term of the lease expires in August 2006, we are obligated to renew
the operating lease on an annual basis until these bonds are fully repaid.
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