WW INTERNATIONAL, INC. - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 September 28, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-16769

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia

11-6040273

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

675 Avenue of the Americas, 6^th Floor, New York, New York 10010

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Weight Watchers International, Inc.

(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	WW	The Nasdaq Stock Market LLC

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	☐	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 ☒

The number of shares of common stock outstanding as of October 30, 2019 was 67,321,634.

WW INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page No.

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements		2

	Unaudited Consolidated Balance Sheets at September 28, 2019 and December 29, 2018		2

	Unaudited Consolidated Statements of Net Income for the three and nine months ended September 28, 2019 and September 29, 2018		3

	Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2019 and September 29, 2018		4

	Unaudited Consolidated Statements of Changes in Total Deficit for the three and nine months ended September 28, 2019 and September 29, 2018		5

	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 28, 2019 and September 29, 2018		7

	Notes to Unaudited Consolidated Financial Statements		8

Cautionary Notice Regarding Forward-Looking Statements			27

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		47

Item 4.	Controls and Procedures		47

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings		48

Item 1A.	Risk Factors		48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48

Item 3.	Defaults Upon Senior Securities		48

Item 4.	Mine Safety Disclosures		49

Item 5.	Other Information		49

Item 6.	Exhibits		50

Signatures			51

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS AT

(IN THOUSANDS)

	September 28,			December 29,
	2019			2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	239,162		$	236,974
Receivables (net of allowances: September 28, 2019 - $1,731 and December 29, 2018 - $1,743)		30,570			27,247
Inventories		25,227			25,851
Prepaid income taxes		9,534			33,997
Prepaid expenses and other current assets		25,397			42,355
TOTAL CURRENT ASSETS		329,890			366,424
Property and equipment, net		49,900			52,202
Operating lease assets		146,063			0
Franchise rights acquired		751,593			751,134
Goodwill		152,806			152,519
Other intangible assets, net		58,817			57,162
Deferred income taxes		14,794			16,230
Other noncurrent assets		12,580			18,870
TOTAL ASSETS	$	1,516,443		$	1,414,541
LIABILITIES AND TOTAL DEFICIT
CURRENT LIABILITIES
Portion of long-term debt due within one year	$	77,000		$	77,000
Portion of operating lease liabilities due within one year		32,372			0
Accounts payable		26,911			27,098
Salaries and wages payable		57,906			64,600
Accrued marketing and advertising		9,040			14,052
Accrued interest		28,155			28,651
Other accrued liabilities		42,216			48,218
Derivative payable		24,280			5,578
Income taxes payable		8,837			22,618
Deferred revenue		59,069			53,501
TOTAL CURRENT LIABILITIES		365,786			341,316
Long-term debt, net		1,566,692			1,669,708
Long-term operating lease liabilities		123,541			0
Deferred income taxes		178,153			190,258
Other		2,212			18,289
TOTAL LIABILITIES		2,236,384			2,219,571

Redeemable noncontrolling interest		3,661			3,913
TOTAL DEFICIT
Common stock, $0 par value; 1,000,000 shares authorized; 120,352 shares issued at September 28, 2019 and December 29, 2018		0			0
Treasury stock, at cost, 53,046 shares at September 28, 2019 and 53,396 shares at December 29, 2018		(3,162,776	)		(3,175,624	)
Retained earnings		2,471,238			2,382,438
Accumulated other comprehensive loss		(32,064	)		(15,757	)
TOTAL DEFICIT		(723,602	)		(808,943	)
TOTAL LIABILITIES AND TOTAL DEFICIT	$	1,516,443		$	1,414,541

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF NET INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2019		2018		2019		2018
Service revenues, net	$	298,041	$	311,963	$	918,535	$	984,362
Product sales and other, net		50,526		53,802		162,219		199,373
Revenues, net		348,567		365,765		1,080,754		1,183,735
Cost of services		122,374		122,357		373,452		390,296
Cost of product sales and other		31,424		28,014		95,771		112,250
Cost of revenues		153,798		150,371		469,223		502,546
Gross profit		194,769		215,394		611,531		681,189
Marketing expenses		36,327		35,515		200,543		189,855
Selling, general and administrative expenses		63,713		61,019		188,889		182,696
Operating income		94,729		118,860		222,099		308,638
Interest expense		33,118		35,506		103,045		107,238
Other expense, net		1,460		881		2,201		1,978
Income before income taxes		60,151		82,473		116,853		199,422
Provision for income taxes		13,123		12,374		26,834		19,580
Net income		47,028		70,099		90,019		179,842
Net loss attributable to the noncontrolling interest		58		33		214		122
Net income attributable to WW International, Inc.	$	47,086	$	70,132	$	90,233	$	179,964
Earnings Per Share attributable to WW International, Inc.
Basic	$	0.70	$	1.05	$	1.34	$	2.72
Diluted	$	0.68	$	1.00	$	1.30	$	2.57
Weighted average common shares outstanding
Basic		67,298		66,701		67,129		66,074
Diluted		69,617		70,331		69,364		70,117

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

	Three Months Ended						Nine Months Ended
	September 28,			September 29,			September 28,			September 29,
	2019			2018			2019			2018
Net income	$	47,028		$	70,099		$	90,019		$	179,842
Other comprehensive (loss) gain:
Foreign currency translation (loss) gain		(2,983	)		1,534			532			(5,695	)
Income tax benefit (expense) on foreign currency translation (loss) gain		757			(390	)		(135	)		1,443
Foreign currency translation (loss) gain, net of taxes		(2,226	)		1,144			397			(4,252	)
(Loss) gain on derivatives		(4,251	)		2,904			(22,431	)		15,201
Income tax benefit (expense) on (loss) gain on derivatives		1,078			(736	)		5,689			(3,855	)
(Loss) gain on derivatives, net of taxes		(3,173	)		2,168			(16,742	)		11,346
Total other comprehensive (loss) gain		(5,399	)		3,312			(16,345	)		7,094
Comprehensive income		41,629			73,411			73,674			186,936
Net loss attributable to the noncontrolling interest		58			33			214			122
Foreign currency translation loss, net of taxes attributable to the noncontrolling interest		44			33			38			406
Comprehensive loss attributable to the noncontrolling interest		102			66			252			528
Comprehensive income attributable to WW International, Inc.	$	41,731		$	73,477		$	73,926		$	187,464

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED Consolidated Statements of Changes in Total Deficit

(IN THOUSANDS)

					WW International, Inc.

															Accumulated
	Redeemable														Other
Three Months Ended September 28, 2019	Noncontrolling				Common Stock				Treasury Stock						Comprehensive			Retained
	Interest				Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at June 29, 2019		$	3,763			120,352	$	0		53,089		$	(3,164,409	)	$	(26,709	)	$	2,420,958			$	(770,160	)

Comprehensive income (loss)			(102	)												(5,355	)		47,086				41,731

Issuance of treasury stock under stock plans										(43	)		1,633						(2,049	)			(416	)
Compensation expense on share- based awards																			5,243				5,243
Balance at September 28, 2019		$	3,661			120,352	$	0		53,046		$	(3,162,776	)	$	(32,064	)	$	2,471,238			$	(723,602	)

					WW International, Inc.
															Accumulated
	Redeemable														Other
Nine Months Ended September 28, 2019	Noncontrolling				Common Stock				Treasury Stock						Comprehensive			Retained
	Interest				Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at December 29, 2018		$	3,913			120,352	$	0		53,396		$	(3,175,624	)	$	(15,757	)	$	2,382,438			$	(808,943	)

Comprehensive income (loss)			(252	)												(16,307	)		90,233				73,926

Issuance of treasury stock under stock plans										(350	)		12,848						(16,360	)			(3,512	)
Compensation expense on share- based awards																			14,927				14,927
Balance at September 28, 2019		$	3,661			120,352	$	0		53,046		$	(3,162,776	)	$	(32,064	)	$	2,471,238			$	(723,602	)

					WW International, Inc.

															Accumulated
	Redeemable														Other
Three Months Ended September 29, 2018	Noncontrolling				Common Stock				Treasury Stock						Comprehensive			Retained
	Interest				Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at June 30, 2018		$	4,005			120,352	$	0		53,765		$	(3,189,796	)	$	(8,797	)	$	2,271,593			$	(927,000	)

Comprehensive income (loss)			(66	)												3,345			70,132				73,477

Issuance of treasury stock under stock plans										(248	)		9,781						(7,141	)			2,640
Compensation expense on share- based awards																			5,671				5,671
Issuance of common stock																							0
Balance at September 29, 2018		$	3,939			120,352	$	0		53,517		$	(3,180,015	)	$	(5,452	)	$	2,340,255			$	(845,212	)

					WW International, Inc.
															Accumulated
	Redeemable														Other
Nine Months Ended September 29, 2018	Noncontrolling				Common Stock				Treasury Stock						Comprehensive			Retained
	Interest				Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at December 30, 2017		$	4,467			118,947	$	0		54,258		$	(3,208,836	)	$	(10,467	)	$	2,203,317			$	(1,015,986	)

Comprehensive income (loss)			(528	)												7,500			179,964				187,464

Issuance of treasury stock under stock plans										(741	)		28,821						(24,174	)			4,647
Compensation expense on share- based awards																			15,346				15,346
Issuance of common stock						1,405													9,796				9,796
Cumulative effect of revenue accounting change																			2,933				2,933
Cumulative effect of tax accounting change																(2,485	)		(46,927	)			(49,412	)
Balance at September 29, 2018		$	3,939			120,352	$	0		53,517		$	(3,180,015	)	$	(5,452	)	$	2,340,255			$	(845,212	)

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	Nine Months Ended
	September 28,			September 29,
	2019			2018
Operating activities:
Net income		90,019		$	179,842
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		33,543			32,594
Amortization of deferred financing costs and debt discount		6,876			6,330
Impairment of intangible and long-lived assets		0			3
Share-based compensation expense		14,927			15,346
Deferred tax (benefit) provision		(5,631	)		1,322
Allowance for doubtful accounts		(140	)		(68	)
Reserve for inventory obsolescence		6,898			6,146
Foreign currency exchange rate loss		1,793			1,480
Changes in cash due to:
Receivables		944			(12,763	)
Inventories		(6,064	)		11,888
Prepaid expenses		33,299			2,535
Accounts payable		1,337			(2,024	)
Accrued liabilities		(17,812	)		16,634
Deferred revenue		5,535			(12,465	)
Other long term assets and liabilities, net		(1,114	)		(12,819	)
Income taxes		(12,729	)		20,658
Cash provided by operating activities		151,681			254,639
Investing activities:
Capital expenditures		(10,479	)		(11,932	)
Capitalized software expenditures		(24,082	)		(20,115	)
Cash paid for acquisitions		0			(3,063	)
Other items, net		244			(9,843	)
Cash used for investing activities		(34,317	)		(44,953	)
Financing activities:
Net payments on revolver		0			(25,000	)
Payments on long-term debt		(107,750	)		(57,750	)
Taxes paid related to net share settlement of equity awards		(4,796	)		(20,564	)
Proceeds from stock options exercised		475			32,610
Other items, net		(350	)		0
Cash used for financing activities		(112,421	)		(70,704	)
Effect of exchange rate changes on cash and cash equivalents		(2,755	)		(2,266	)
Net increase in cash and cash equivalents		2,188			136,716
Cash and cash equivalents, beginning of period		236,974			83,054
Cash and cash equivalents, end of period		239,162		$	219,770

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

1.	Basis of Presentation

The accompanying consolidated financial statements include the accounts of WW International, Inc. and all of its subsidiaries. The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Digital” business refers to providing subscriptions to the Company’s digital product offerings, including the Personal Coaching + Digital product. The Company’s “Studio + Digital” business refers to providing access to the Company’s weekly in-person workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers. The “Studio + Digital” business also includes the provision of access to workshops for members who do not subscribe to commitment plans, including the Company’s “pay-as-you-go” members.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include amounts that are based on management’s best estimates and judgments. While all available information has been considered, actual amounts could differ from those estimates. The consolidated financial statements include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s operating results for any interim period are not necessarily indicative of future or annual results. The consolidated financial statements are unaudited and, accordingly, they do not include all of the information necessary for a comprehensive presentation of results of operations, financial position and cash flow activity required by GAAP for complete financial statements but, in the opinion of management, reflect all adjustments including those of a normal recurring nature necessary for a fair statement of the interim results presented.

These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal 2018 filed on February 26, 2019, which includes additional information about the Company, its results of operations, its financial position and its cash flows.

2.	Recently Issued Accounting Standards

For a discussion of the Company’s significant accounting policies, see “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for fiscal 2018. For a discussion of accounting standards adopted in the current period, see Note 3.

3.	Accounting Standards Adopted in Current Year

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued updated guidance regarding leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but will be updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. In July 2018, the FASB issued updated guidance by providing an entity with an additional and optional transition method to adopt the new lease guidance. On December 30, 2018, the Company adopted the updated lease guidance on a modified retrospective basis as of the adoption date. Periods prior to the adoption date continue to be reported under the historical lease accounting guidance. See Note 4 for further details.

Leases

Adoption of Lease Standard

On December 30, 2018, the Company adopted the updated guidance on leases using the modified retrospective transition method. Results for reporting periods beginning on or after December 30, 2018 are presented under the updated guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical lease accounting.

The adoption of the standard had a material impact on the Company’s consolidated balance sheets but did not have a material impact on its consolidated statements of net income. The Company recorded $155,178 as a right of use asset, $163,486 of lease liabilities and $0 for retained earnings for operating leases upon adoption of the updated guidance. The amounts previously reported in

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

the first quarter of 2019 have been revised by $3,595 due to the impact of prepaid rent. The standard did not have a material impact on the Company’s finance lease contracts.

A lease is defined as an arrangement that contractually specifies the right to use and control an identified asset for a specific period of time in exchange for consideration. Operating leases are included in operating lease assets, portion of operating lease liabilities due within one year, and long-term operating lease liabilities in the Company’s 2019 consolidated balance sheet. Finance leases are included in property and equipment, net, other accrued liabilities, and other long-term liabilities in the Company’s 2019 consolidated balance sheet. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, using the Company’s incremental borrowing rate commensurate with the lease term. The lease asset includes scheduled lease payments and excludes lease incentives, such as free rent periods and tenant improvement allowances. The Company has certain leases that may include an option to renew and when it is reasonably probable to exercise such option, the Company will include the renewal option terms in determining the lease asset and lease liability. The Company does not have any renewal options that would have a material impact on the terms of the leases and that are also reasonably expected to be exercised as of September 28, 2019. A lease may contain both fixed and variable payments. Variable lease payments that are linked to an index or rate are measured based on the current index or rate at adoption of the updated guidance, or lease commencement date for new leases, with the impact of future changes in the index or rate being recorded as a period expense. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company’s operating and finance leases are primarily for its studios, corporate offices, data centers and certain equipment, including automobiles.

At September 28, 2019, the Company’s lease assets and lease liabilities were as follows:

	September 28, 2019
Assets:
Operating lease assets	$	146,063
Finance lease assets		384
Total leased assets	$	146,447

Liabilities:
Current
Operating	$	32,372
Finance		200
Noncurrent
Operating	$	123,541
Finance		126
Total lease liabilities	$	156,239

For the three and nine months ended September 28, 2019, the components of the Company’s lease expense were as follows:

	Three Months Ended		Nine Months Ended
	September 28,		September 28,
	2019		2019
Operating lease cost	$	12,906	$	38,641
Finance lease cost:
Amortization of leased assets		132		350
Interest on lease liabilities		4		17
Total finance lease cost	$	136	$	367
Total lease cost	$	13,042	$	39,008

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

At September 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows:

	September 28, 2019
Weighted Average Remaining Lease Term (years)
Operating leases		7.19
Finance leases		2.10

Weighted Average Discount Rate
Operating leases		7.01
Finance leases		5.22

The Company’s leases have remaining lease terms of 0 to 13 years with a weighted average lease term of 7.18 years.

At September 28, 2019, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows:

	Operating Leases		Finance Leases		Total
Remainder of fiscal 2019	$	8,614	$	103	$	8,717
2020		43,801		133		43,934
2021		35,194		50		35,244
2022		24,228		22		24,250
2023		16,858		24		16,882
Thereafter		75,700		5		75,705
Total lease payments	$	204,395	$	337	$	204,732
Less imputed interest		48,482		11		48,493
Present value of lease liabilities	$	155,913	$	326	$	156,239

Minimum commitments under non-cancelable obligations, primarily for office and rental facilities operating leases, at December 29, 2018, consisted of the following:

2019	$	63,261
2020		38,491
2021		22,341
2022		14,017
2023		9,192
2024 and thereafter		37,704
Total	$	185,006

Total rent expense charged to operations for office and rental facilities under these operating leases for the three and nine months ended September 29, 2018 was $10,837 and $32,369, respectively.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Supplemental cash flow information related to leases for the nine months ended September 28, 2019 were as follows:

	Nine Months Ended
	September 28,
	2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	38,664
Operating cash flows from finance leases	$	17
Financing cash flows from finance leases	$	350

Leased assets obtained in exchange for new operating lease liabilities	$	26,270
Leased assets obtained in exchange for new finance lease liabilities	$	105

Practical Expedients and Accounting Policy Elections

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company not to reassess whether any expired or existing contracts contained leases, to carry forward existing lease classifications and not to reassess initial direct costs for existing leases. In addition, the Company elected the benefit of hindsight practical expedient in determining the lease term for existing leases upon adoption of the updated guidance.

The Company has lease agreements with lease and non-lease components and has elected the practical expedient not to separate non-lease components from lease components and instead to account for each separate lease component and non-lease component as a single lease component.

The Company has elected the short-term lease exception accounting policy, whereby the recognition requirements of the updated guidance is not applied and lease expense is recorded on a straight-line basis with respect to leases with an initial term of 12 months or less.

Revenue

Adoption of Revenue from Contracts with Customers

On December 31, 2017, the Company adopted the updated guidance on revenue from contracts with customers using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning after December 31, 2017 are presented under the updated guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical revenue accounting.

The Company recorded a net increase to opening retained earnings of $2,145 as of December 31, 2017 due to the cumulative impact of adopting the updated guidance, inclusive of a $3,501 decrease to deferred revenue, a decrease of $568 to prepaid expenses and other current assets and an increase to the deferred income tax liability of $788.

Revenue Recognition

Revenues are recognized when control of the promised services or goods is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services or goods.

The Company earns revenue from subscriptions for its digital products and by conducting workshops, for which it charges a fee, predominantly through commitment plans, prepayment plans or the “pay-as-you-go” arrangement. The Company also earns revenue by selling consumer products (including publications) in its workshops, online through its ecommerce platform and to its franchisees, collecting commissions from franchisees, collecting royalties related to licensing agreements, selling magazine subscriptions, publishing, selling advertising space on its websites and in copies of its publications and By Mail product sales.

Commitment plan revenues, prepaid workshop fees and magazine subscription revenue are recorded to deferred revenue and amortized into revenue as control is transferred over the period earned since these performance obligations are satisfied over time. Digital Subscription Revenues, consisting of the fees associated with subscriptions for the Company’s Digital products, including its

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(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Personal Coaching + Digital product, are deferred and recognized on a straight-line basis as control is transferred over the subscription period. One-time Digital sign-up fees are considered immaterial in the context of the contract and the related revenue is recorded to deferred revenue and amortized into revenue over the commitment period. In the Studio + Digital business, the Company generally charges non-refundable registration and starter fees in exchange for access to the Company’s digital subscription products, an introductory information session and materials it provides to new members. Revenue from these registration and starter fees is considered immaterial in the context of the contract and is recorded to deferred revenue and amortized into revenue over the commitment period. Revenue from “pay-as-you-go” workshop fees, consumer product sales and By Mail, commissions and royalties is recognized at the point in time control is transferred, which is when services are rendered, products are shipped to customers and title and risk of loss passes to the customers, and commissions and royalties are earned, respectively. Revenue from advertising in magazines and from magazine sales is recognized upon distribution of the magazine. For revenue transactions that involve multiple performance obligations, the amount of revenue recognized is determined using the relative fair value approach, which is generally based on each performance obligation’s stand-alone selling price. Discounts to customers, including free registration offers, are recorded as a deduction from gross revenue in the period such revenue was recognized. Revenue from advertising on its websites is recognized when the advertisement is viewed by the user.

The Company grants refunds in aggregate amounts that historically have not been material. Because the period of payment of the refund generally approximates the period revenue was originally recognized, refunds are recorded as a reduction of revenue over the same period.

The following table presents the Company’s revenues disaggregated by revenue source:

	Three Months Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2019		2018		2019		2018
Digital Subscription Revenues	$	153,940	$	143,299	$	459,764	$	432,863
Studio + Digital Fees		144,101		168,664		458,771		551,499
Service Revenues, net	$	298,041	$	311,963	$	918,535	$	984,362
Product sales and other, net		50,526		53,802		162,219		199,373
Revenues, net	$	348,567	$	365,765	$	1,080,754	$	1,183,735

The following tables present the Company’s revenues disaggregated by revenue source and segment:

	Three Months Ended September 28, 2019
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	101,579	$	42,230	$	6,608	$	3,523	$	153,940
Studio + Digital Fees		108,338		20,644		10,733		4,386		144,101
Service Revenues, net	$	209,917	$	62,874	$	17,341	$	7,909	$	298,041
Product sales and other, net		33,767		8,264		5,592		2,903		50,526
Revenues, net	$	243,684	$	71,138	$	22,933	$	10,812	$	348,567

	Three Months Ended September 29, 2018
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	95,664	$	37,928	$	6,282	$	3,425	$	143,299
Studio + Digital Fees		125,282		25,441		12,619		5,322		168,664
Service Revenues, net	$	220,946	$	63,369	$	18,901	$	8,747	$	311,963
Product sales and other, net		34,335		9,025		6,455		3,987		53,802
Revenues, net	$	255,281	$	72,394	$	25,356	$	12,734	$	365,765

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(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

	Nine Months Ended September 28, 2019
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	303,190	$	125,999	$	20,019	$	10,556	$	459,764
Studio + Digital Fees		342,896		68,274		33,493		14,108		458,771
Service Revenues, net	$	646,086	$	194,273	$	53,512	$	24,664	$	918,535
Product sales and other, net		103,255		30,350		18,556		10,058		162,219
Revenues, net	$	749,341	$	224,623	$	72,068	$	34,722	$	1,080,754

	Nine Months Ended September 29, 2018
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	289,002	$	113,431	$	19,800	$	10,630	$	432,863
Studio + Digital Fees		408,200		83,923		41,552		17,824		551,499
Service Revenues, net	$	697,202	$	197,354	$	61,352	$	28,454	$	984,362
Product sales and other, net		121,805		39,164		23,498		14,906		199,373
Revenues, net	$	819,007	$	236,518	$	84,850	$	43,360	$	1,183,735

Information about Contract Balances

For Service Revenues, the Company typically collects payment in advance of providing services. Any amounts collected in advance of services being provided are recorded in deferred revenue. In the case where amounts are not collected, but the service has been provided and the revenue has been recognized, the amounts are recorded in accounts receivable. The opening and ending balances of the Company’s deferred revenues are as follows:

	Deferred		Deferred
	Revenue		Revenue-Long Term
Balance as of December 29, 2018	$	53,501	$	961
Net increase (decrease) during the period		5,568		(717	)
Balance as of September 28, 2019	$	59,069	$	244

Revenue recognized from amounts included in current deferred revenue as of December 29, 2018 was $53,137 for the nine months ended September 28, 2019. The Company’s long-term deferred revenue, which is included in other liabilities on the Company’s consolidated balance sheet, had a balance of $244 at September 28, 2019 related to upfront payments received as an inducement for entering into certain sales-based royalty agreements with third party licensees. This revenue is amortized on a straight-line basis over the term of the applicable agreement.

Practical Expedients and Exemptions

The Company elected to apply the updated guidance only to contracts that were not completed as of December 31, 2017, the date of adoption. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses sales commissions when incurred (amortization period would have been one year or less) and these expenses are recorded within selling, general and administrative expenses. The Company treats shipping and handling fees as fulfillment costs and not as a separate performance obligation, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of product sales and other for amounts paid to applicable carriers. Sales tax, value-added tax, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

6.	Acquisition of Kurbo Health, Inc.

On August 10, 2018, the Company acquired substantially all of the assets of Kurbo Health, Inc. (“Kurbo”), a family-based healthy lifestyle coaching program, for a net purchase price of $3,063. Payment was in the form of cash. The total purchase price of Kurbo has been allocated to goodwill ($1,101), website development ($1,916), prepaid expenses ($78) and other assets ($32) partially

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(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

offset by deferred revenue ($57) and other liabilities ($7). The acquisition of Kurbo has been accounted for under the purchase method of accounting and, accordingly, earnings of Kurbo have been included in the consolidated operating results of the Company since the date of acquisition. The goodwill will be deductible annually for tax purposes.

7.	Franchise Rights Acquired, Goodwill and Other Intangible Assets

Franchise rights acquired are due to acquisitions of the Company’s franchised territories as well as the acquisition of franchise promotion agreements and other factors associated with the acquired franchise territories. For the nine months ended September 28, 2019, the change in the carrying value of franchise rights acquired is due to the effect of exchange rate changes.

Goodwill primarily relates to the acquisition of the Company by The Kraft Heinz Company (successor to H.J. Heinz Company) in 1978 and the Company’s acquisitions of WW.com, Inc. (formerly known as WeightWatchers.com, Inc.) in 2005, the Company’s franchised territories and the majority interest in Vigilantes do Peso Marketing Ltda. For the nine months ended September 28, 2019, the change in the carrying amount of goodwill was due to the effect of exchange rate changes as follows:

	North		Continental			United
	America		Europe			Kingdom			Other			Total
Balance as of December 29, 2018	$	138,156	$	7,242		$	1,178		$	5,943		$	152,519
Effect of exchange rate changes		1,142		(459	)		(38	)		(358	)		287
Balance as of September 28, 2019	$	139,298	$	6,783		$	1,140		$	5,585		$	152,806

Goodwill and Franchise Rights Acquired Annual Impairment Test

The Company reviews goodwill and other indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, for potential impairment on at least an annual basis or more often if events so require. The Company performed fair value impairment testing as of May 5, 2019 and May 6, 2018, each the first day of fiscal May, on its goodwill and other indefinite-lived intangible assets.

In performing its annual impairment analysis as of May 5, 2019 and May 6, 2018, the Company determined that the carrying amounts of its goodwill reporting units and franchise rights acquired with indefinite lives units of account did not exceed their respective fair values and therefore no impairment existed.

When determining fair value, the Company utilizes various assumptions, including projections of future cash flows, growth rates and discount rates. A change in these underlying assumptions would likely cause a change in the results of the impairment assessments and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of those assets. In the event such a result occurred, the Company would be required to record a corresponding charge, which would impact earnings. The Company would also be required to reduce the carrying amounts of the related assets on its balance sheet.

For all reporting units, except for Brazil, there was significant headroom in the goodwill impairment analysis. Based on the results of the Company’s annual goodwill impairment test performed for all of its reporting units, except for Brazil, as of the September 28, 2019 balance sheet date, for reporting units that hold 97.2% of the Company’s goodwill, those units had an estimated fair value at least 60% higher than the respective reporting unit’s carrying amount. Based on the results of the Company’s annual goodwill impairment test performed for its Brazil reporting unit, which holds 2.8% of the Company’s goodwill as of the September 28, 2019 balance sheet date, the estimated fair value of this reporting unit was approximately 3.0% higher than its carrying value. Accordingly, a change in the underlying assumptions for Brazil would likely cause a change in the results of the impairment assessment and, as such, could result in an impairment of the goodwill related to Brazil, for which the net book value was $4,278 as of September 28, 2019.

For all units of account, except for New Zealand, there was significant headroom in the franchise rights acquired impairment analysis. Based on the results of the Company’s annual franchise rights acquired impairment analysis performed for all of its units of account, except for New Zealand, as of the September 28, 2019 balance sheet date, for units of account that hold 99.4% of the Company’s franchise rights acquired, those units had an estimated fair value at least 40% higher than the respective units of account carrying amount. Based on the results of the Company’s annual franchise rights acquired impairment test performed for its New Zealand unit of account, which holds 0.6% of the Company’s franchise rights acquired as of the September 28, 2019 balance sheet date, the estimated fair value of this unit of account exceeded its carrying value by approximately 3.0%. Accordingly, a change in the

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underlying assumptions for New Zealand would likely cause a change in the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to New Zealand, for which the net book value was $4,455 as of September 28, 2019.

The following is a discussion of the goodwill and franchise rights acquired impairment analysis.

Goodwill

In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The values of goodwill in the United States, Canada, Brazil and other countries as of the September 28, 2019 balance sheet date were $98,857, $40,442, $4,278 and $9,229, respectively.

For all of the Company’s reporting units except for Brazil (see below), the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operating activities less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for the Company’s peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data. The cost of debt was determined by estimating the Company’s current borrowing rate.

As it relates to the goodwill impairment analysis for Brazil, the Company estimated future debt-free cash flows in contemplation of its growth strategies for that market. In developing these projections, the Company considered the historical impact of similar growth strategies in other markets as well as the current market conditions in Brazil. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for the Company’s peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data including the current economic conditions in Brazil and the country specific risk thereon, all as reflected in the discount rate. The cost of debt was determined by estimating the Company’s current borrowing rate.

Franchise Rights Acquired

Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. Indefinite-lived franchise rights acquired are tested on an annual basis for impairment.

In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Studio + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. The aggregate estimated fair value for these rights is then compared to the carrying value of the unit of account for those franchise rights. The Company has determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Studio + Digital business and the Digital business in the country in which the applicable acquisition occurred. The book values of these franchise rights in the United States, Canada, United Kingdom, Australia and New Zealand at September 28, 2019 were $671,914, $54,456, $11,072, $6,081 and $4,455, respectively.

In its hypothetical start-up approach analysis for fiscal 2019, the Company assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, the Company estimated future cash flows for the Studio + Digital business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a market-based royalty rate. The cash flows for the Studio + Digital and Digital businesses were discounted utilizing rates consistent with those utilized in the annual goodwill impairment analysis.

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(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Finite-lived Intangible Assets

The carrying values of finite-lived intangible assets as of September 28, 2019 and December 29, 2018 were as follows:

	September 28, 2019				December 29, 2018
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Capitalized software costs	$	131,559	$	110,009	$	121,508	$	102,659
Website development costs		117,972		90,832		105,710		77,825
Trademarks		11,805		11,172		11,620		11,010
Other		13,982		4,488		13,967		4,149
Trademarks and other intangible assets	$	275,318	$	216,501	$	252,805	$	195,643
Franchise rights acquired		8,030		4,415		8,110		4,319
Total finite-lived intangible assets	$	283,348	$	220,916	$	260,915	$	199,962

Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $6,973 and $22,014 for the three and nine months ended September 28, 2019, respectively. Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $7,213 and $21,453 for the three and nine months ended September 29, 2018, respectively.

Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows:

Remainder of fiscal 2019	$	7,129
Fiscal 2020	$	23,281
Fiscal 2021	$	15,374
Fiscal 2022	$	5,406
Fiscal 2023 and thereafter	$	11,242

8.	Long-Term Debt

The components of the Company’s long-term debt were as follows:

	September 28, 2019									December 29, 2018
	Principal Balance		Unamortized Deferred Financing Costs		Unamortized Debt Discount		Effective Rate ⁽¹⁾			Principal Balance		Unamortized Deferred Financing Costs		Unamortized Debt Discount		Effective Rate ⁽¹⁾
Revolving Credit Facility due November 29, 2022	$	0	$	0	$	0		0.00	%	$	0	$	0	$	0		4.39	%
Term Loan Facility due November 29, 2024		1,374,500		7,003		22,733		7.93	%		1,482,250		8,307		26,033		7.53	%
Notes due December 1, 2025		300,000		1,072		0		8.62	%		300,000		1,202		0		8.69	%
Total	$	1,674,500	$	8,075	$	22,733		8.06	%	$	1,782,250	$	9,509	$	26,033		7.63	%
Less: Current Portion		77,000									77,000
Unamortized Deferred Financing Costs		8,075									9,509
Unamortized Debt Discount		22,733									26,033
Total Long-Term Debt	$	1,566,692								$	1,669,708

(1)	Includes amortization of deferred financing costs and debt discount.

On November 29, 2017, the Company refinanced its then-existing credit facilities (hereinafter referred to as “the November 2017 debt refinancing”) consisting of $1,930,386 of borrowings under a term loan facility and an undrawn $50,000 revolving credit facility with $1,565,000 of borrowings under its new credit facilities, consisting of a $1,540,000 term loan facility, and a $150,000 revolving credit facility (of which $25,000 was drawn upon at the time of the November 2017 debt refinancing) (collectively, the “Credit Facilities”), and $300,000 in aggregate principal amount of 8.625% Senior Notes due 2025 (the “Notes”). During the fourth quarter of fiscal 2017, the Company incurred fees of $53,832 (which included $30,800 of a debt discount) in connection with the November 2017 debt refinancing. In addition, the Company recorded a loss on early extinguishment of debt of $10,524 in connection

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(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

thereto. This early extinguishment of debt write-off was comprised of $5,716 of deferred financing fees paid in connection with the November 2017 debt refinancing and $4,808 of pre-existing deferred financing fees.

Senior Secured Credit Facilities

The Credit Facilities were issued under a new credit agreement, dated November 29, 2017 (the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent and an issuing bank, Bank of America, N.A., as an issuing bank, and Citibank, N.A., as an issuing bank. The Credit Facilities consist of (1) $1,540,000 in aggregate principal amount of senior secured tranche B term loans due in 2024 (the “Term Loan Facility”) and (2) a $150,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2022 (the “Revolving Credit Facility”).

On May 31, 2019, the Company made a voluntary prepayment at par of $50,000 in respect of its outstanding term loans under the Term Loan Facility. As a result of this prepayment, the Company wrote off deferred financing fees of $267 in the second quarter of fiscal 2019.

As of September 28, 2019, the Company had $1,374,500 of debt outstanding under the Credit Facilities, with $148,841 of availability and $1,159 in issued but undrawn letters of credit outstanding under the Revolving Credit Facility. There was no outstanding balance under the Revolving Credit Facility as of September 28, 2019.

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

•

a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned domestic material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such first-tier non-U.S. subsidiary), subject to certain exceptions; and

•

a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

Under the terms of the Credit Agreement, depending on the Company’s Consolidated First Lien Net Debt Leverage Ratio (as used in the Credit Agreement), on an annual basis on or about the time the Company is required to deliver its financial statements for any fiscal year, the Company is obligated to offer to prepay a portion of the outstanding principal amount of the Term Loan Facility in an aggregate amount determined by a percentage of its annual excess cash flow (as defined in the Credit Agreement) (said payment, a “Cash Flow Sweep”).

Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.75% or (2) an applicable margin plus a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that LIBOR is not lower than a floor of 0.75%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. As of September 28, 2019, the applicable margins for the LIBOR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 4.75% and 2.25%, respectively.

On a quarterly basis, the Company pays a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon the Company’s Consolidated First Lien Net Debt Leverage Ratio. Based on the Company’s Consolidated First Lien Net Debt Leverage Ratio as of September 28, 2019, the

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

commitment fee was 0.35% per annum. The Company’s Consolidated First Lien Net Debt Leverage Ratio as of September 28, 2019 was 2.92:1.00.

The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt, amendments of material agreements governing subordinated indebtedness, changes to lines of business and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, the Revolving Credit Facility includes a maintenance covenant that will require, in certain circumstances, compliance with certain first lien secured net leverage ratios.

As of September 28, 2019, the Company was in compliance with all applicable financial covenants in the Credit Agreement governing the Credit Facilities.

Senior Notes

The Notes were issued pursuant to an Indenture, dated as of November 29, 2017 (the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee. The Indenture contains customary covenants, events of default and other provisions for an issuer of non-investment grade debt securities. These covenants include limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions.

The Notes accrue interest at a rate per annum equal to 8.625% and are due on December 1, 2025. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2018. On or after December 1, 2020, the Company may on any one or more occasions redeem some or all of the Notes at a purchase price equal to 104.313% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 102.156% on or after December 1, 2021 and to 100.000% on or after December 1, 2022. Prior to December 1, 2020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes with an amount not to exceed the net proceeds of certain equity offerings at 108.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to December 1, 2020, the Company may redeem some or all of the Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. If a change of control occurs, the Company must offer to purchase for cash the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Following the sale of certain assets and subject to certain conditions, the Company must offer to purchase for cash the Notes at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The Notes are guaranteed on a senior unsecured basis by the Company’s subsidiaries that guarantee the Credit Facilities.

Outstanding Debt

At September 28, 2019, the Company had $1,674,500 outstanding under the Credit Facilities and the Notes, consisting of the Term Loan Facility of $1,374,500, $0 drawn down on the Revolving Credit Facility and $300,000 in aggregate principal amount of Notes issued and outstanding.

At September 28, 2019 and December 29, 2018, the Company’s debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. See Note 13 for information on the Company’s interest rate swaps. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, exclusive of the impact of the swap in effect, was approximately 8.06% and 7.73% per annum at September 28, 2019 and December 29, 2018, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, including the impact of the swap in effect, was approximately 7.59% and 7.46% per annum at September 28, 2019 and December 29, 2018, respectively, based on interest rates on these dates.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

9.	Earnings Per Share

Basic earnings per share (“EPS”) are calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted EPS is calculated utilizing the weighted average number of common shares outstanding during the periods presented adjusted for the effect of dilutive common stock equivalents.

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2019		2018		2019		2018
Numerator:
Net income attributable to
WW International, Inc.	$	47,086	$	70,132	$	90,233	$	179,964
Denominator:
Weighted average shares of common stock outstanding		67,298		66,701		67,129		66,074
Effect of dilutive common stock equivalents		2,319		3,630		2,235		4,043
Weighted average diluted common shares outstanding		69,617		70,331		69,364		70,117
Earnings per share attributable to WW International, Inc.
Basic	$	0.70	$	1.05	$	1.34	$	2.72
Diluted	$	0.68	$	1.00	$	1.30	$	2.57

The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted EPS was 1,687 and 9 for the three months ended September 28, 2019 and September 29, 2018, respectively. The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted EPS was 1,793 and 35 for the nine months ended September 28, 2019 and September 29, 2018, respectively.

10.	Stock Plans

On May 6, 2008 and May 12, 2004, respectively, the Company’s shareholders approved the 2008 Stock Incentive Plan (the “2008 Plan”) and the 2004 Stock Incentive Plan (the “2004 Plan”). On May 6, 2014, the Company’s shareholders approved the 2014 Stock Incentive Plan (as amended and restated, the “2014 Plan”, and together with the 2004 Plan and the 2008 Plan, the “Stock Plans”), which replaced the 2008 Plan and 2004 Plan for all equity-based awards granted on or after May 6, 2014. The 2014 Plan is designed to promote the long-term financial interests and growth of the Company by attracting, motivating and retaining employees with the ability to contribute to the success of the business and to align compensation for the Company’s employees over a multi-year period directly with the interests of the shareholders of the Company. The Company’s long-term equity incentive compensation program has historically included time-vesting non-qualified stock option and/or restricted stock unit (including performance-based stock unit with both time- and performance-vesting criteria (“PSUs”)) awards. The Company’s Board of Directors or a committee thereof administers the 2014 Plan.

In fiscal 2019, the Company granted 280.1 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2021. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

In fiscal 2018, the Company granted 81.3 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2020. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The applicable achievement percentage shall increase in the event the Company has achieved a certain revenue target during such performance period. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

In fiscal 2017, the Company granted 98.5 PSUs in May 2017 and 47.9 PSUs in July 2017, all having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on May 15, 2020. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved, in the case of the May 2017 awards, certain annual operating income objectives and, in the case of the July 2017 award, certain net income or operating income objectives, as applicable, for each performance year, in each fiscal year over a three-year period (i.e., fiscal 2017 through fiscal 2019) (each, a “2017 Award Performance Year”). When the performance measure has been met for a particular 2017 Award Performance Year, that portion of units is “banked” for potential issuance following the satisfaction of the time-vesting criteria. Such portion of units to be “banked” shall be equal to (x) the target number of PSUs granted for the applicable 2017 Award Performance Year multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

In fiscal 2016, the Company granted 289.9 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs was satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date (i.e., May 16, 2019). The performance-vesting criteria for these PSUs was satisfied when the Company achieved a Debt Ratio (as defined in the applicable term sheet for these PSU awards and based on a Debt to EBITDAS ratio (each, as defined therein)) at levels at or below 4.5x over the performance period from December 31, 2017 to December 29, 2018. Pursuant to these awards, the number of PSUs that became vested upon the satisfaction of the time-vesting criteria of 219.3 was calculated as (x) the target number of PSUs granted multiplied by (y) 166.67%, the applicable Debt Ratio achievement percentage, rounded down to avoid the issuance of fractional shares. The Company accrued compensation expense in an amount equal to the outcome upon vesting.

11.	Income Taxes

The effective tax rates for the three and nine months ended September 28, 2019 were 21.8% and 23.0%, respectively. The effective tax rates for the three and nine months ended September 29, 2018 were 15.0% and 9.8%, respectively. For the nine months ended September 28, 2019, the primary difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was due to $3,242 of tax expense related to income earned in foreign jurisdictions, $2,998 of tax expense related to global intangible low-taxed income (“GILTI”) and $2,257 of higher state income tax expense versus the prior year period. The effective tax rate was partially offset by a $4,200 tax benefit related to foreign-derived intangible income (“FDII”), a $1,375 tax benefit related to the reversal of tax reserves no longer needed, and a $746 tax benefit related to the cessation of certain publishing operations. For the nine months ended September 29, 2018, the primary difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was due to the $24,632 tax benefit related to tax windfalls from stock compensation, a $3,811 reversal of tax reserves resulting from the closure of various tax audits, a $3,697 tax benefit related to favorable tax return adjustments and a $1,859 tax benefit related to the cessation of operations of the Company’s Mexican subsidiary.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

The differences between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate were as follows:

	Three Months Ended						Nine Months Ended
	September 28,			September 29,			September 28,			September 29,
	2019			2018			2019			2018
U.S. federal statutory tax rate		21.0	%		21.0	%		21.0	%		21.0	%
State income taxes (net of federal benefit)		0.8	%		(0.6	%)		1.9	%		1.1	%
Cessation of operations		0.0	%		0.0	%		(0.6	%)		(0.9	%)
Research and development credit		(1.2	%)		(0.3	%)		(1.1	%)		(0.3	%)
Tax windfall on share-based awards		(0.3	%)		(3.0	%)		(0.1	%)		(12.4	%)
Tax return adjustments related to the 2017 Tax Act		(1.7	%)		(3.3	%)		(0.9	%)		(1.3	%)
Reserve for uncertain tax positions		0.0	%		(4.6	%)		(1.2	%)		(1.8	%)
GILTI		2.0	%		0.0	%		2.6	%		0.0	%
FDII		(4.9	%)		0.0	%		(3.6	%)		0.0	%
Impact of foreign operations		3.7	%		4.2	%		2.8	%		3.2	%
Other		2.4	%		1.6	%		2.2	%		1.2	%
Total effective tax rate		21.8	%		15.0	%		23.0	%		9.8	%

12.

Legal

Securities Class Action and Derivative Matters

In March 2019, two substantially identical class action complaints alleging violations of the federal securities laws were filed by individual shareholders against the Company, certain of the Company’s current officers and the Company’s former controlling shareholder, Artal Group S.A. (“Artal”), in the United States District Court for the Southern District of New York. The actions were consolidated and lead plaintiffs were appointed in June 2019. A consolidated amended complaint was filed on July 29, 2019, naming as defendants the Company, certain of the Company’s current officers and directors, and Artal and certain of its affiliates. A second consolidated amended complaint was filed on September 27, 2019. The operative complaint asserts claims on behalf of all purchasers of the Company’s common stock between May 4, 2018 and February 26, 2019, inclusive (the “Class Period”), including purchasers of the Company’s common stock traceable to the May 2018 secondary offering of the Company’s common stock by certain of its shareholders. The complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and/or concealed or recklessly disregarded material adverse facts. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, and with respect to the secondary offering, under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. The plaintiffs seek to recover unspecified damages on behalf of the class members. The Company believes that the action is without merit and intends to vigorously defend it. The Company filed a motion to dismiss the complaint on October 31, 2019.

On March 26, 2019, June 4, 2019, July 22, 2019, and July 26, 2019, the Company received shareholder litigation demands alleging breaches of fiduciary duties by certain current and former Company directors and executive officers, to the alleged injury of the Company. On June 13, 2019, a separate shareholder derivative complaint was filed in the Southern District of New York against the Company’s Board of Directors alleging that the directors breached fiduciary duties to the alleged injury of the Company. The plaintiff voluntarily dismissed the complaint on July 8, 2019 and the Company agreed to treat the complaint as a litigation demand. On July 23, 2019, another separate shareholder derivative complaint was filed in the Southern District of New York against the Board of Directors alleging, among other things, that the directors breached fiduciary duties to the alleged injury of the Company. The plaintiff voluntarily dismissed the complaint the same day. On October 25, 2019, another separate shareholder derivative complaint was filed in the Southern District of New York against the Board of Directors alleging, among other things, that the directors breached fiduciary duties to the alleged injury of the Company. The allegations in the demands relate to those contained in the ongoing securities class action litigation. In response to the demands, pursuant to Virginia law, the Board of Directors has created a special committee to investigate and evaluate the claims made in the demands.

Other Litigation Matters

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

management, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

13.	Derivative Instruments and Hedging

As of September 28, 2019 and December 29, 2018, the Company had in effect an interest rate swap with a notional amount totaling $1,000,000 and $1,250,000, respectively.

On July 26, 2013, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap with an effective date of March 31, 2014 and a termination date of April 2, 2020. The initial notional amount of this swap was $1,500,000. During the term of this swap, the notional amount decreased from $1,500,000 effective March 31, 2014 to $1,250,000 on April 3, 2017 and $1,000,000 on April 1, 2019. This interest rate swap effectively fixes the variable interest rate on the notional amount of this swap at 2.41%. This swap qualifies for hedge accounting and, therefore, changes in the fair value of this swap have been recorded in accumulated other comprehensive loss.

On June 11, 2018, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (the “2018 swap”) with an effective date of April 2, 2020 and a termination date of March 31, 2024. The initial notional amount of this swap is $500,000. During the term of this swap, the notional amount will decrease from $500,000 effective April 2, 2020 to $250,000 on March 31, 2021. This interest rate swap effectively fixes the variable interest rate on the notional amount of this swap at 3.1005%. On June 7, 2019, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (together with the 2018 swap, the “future swaps”) with an effective date of April 2, 2020 and a termination date of March 31, 2024. The notional amount of this swap is $250,000. This interest rate swap effectively fixes the variable interest rate on the notional amount of this swap at 1.901%. The future swaps qualify for hedge accounting and, therefore, changes in the fair value of the future swaps have been recorded in accumulated other comprehensive loss.

As of September 28, 2019 and December 29, 2018, cumulative unrealized losses for qualifying hedges were reported as a component of accumulated other comprehensive loss in the amounts of $17,917 ($24,067 before taxes) and $1,175 ($1,634 before taxes), respectively. As of September 28, 2019, the fair value of the Company’s then-effective swap was a liability of $2,241, which is included in derivative payable in the consolidated balance sheet. As of September 28, 2019, the fair value of the Company’s future swaps was a liability of $22,039, which is included in derivative payable in the consolidated balance sheet. As of December 29, 2018, the fair value of the Company’s then-effective swap included a current asset of $3,526 and a noncurrent asset of $398, which are included in other current assets and other noncurrent assets, respectively, in the consolidated balance sheet. As of December 29, 2018, the fair value of the Company’s 2018 swap was a liability of $5,578, which is included in derivative payable in the consolidated balance sheet.

The Company is hedging forecasted transactions for periods not exceeding the next five years. The Company expects approximately $4,824 ($6,467 before taxes) of derivative losses included in accumulated other comprehensive loss at September 28, 2019, based on current market rates, will be reclassified into earnings within the next 12 months.

14.	Fair Value Measurements

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices 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 assets or liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

When measuring fair value, the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs.

Fair Value of Financial Instruments

The Company’s significant financial instruments include long-term debt and interest rate swap agreements as of September 28, 2019 and December 29, 2018. The fair value of the Company’s borrowings under the Revolving Credit Facility approximated a carrying value of $0 at September 28, 2019 and December 29, 2018, respectively.

The fair value of the Company’s Credit Facilities is determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of September 28, 2019 and December 29, 2018, the fair value of the Company’s long-term debt was approximately $1,658,608 and $1,757,717, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $1,643,692 and $1,746,708, respectively.

Derivative Financial Instruments

The fair values for the Company’s derivative financial instruments are determined using observable current market information such as the prevailing LIBOR interest rate and LIBOR yield curve rates and include consideration of counterparty credit risk. See Note 13 for disclosures related to derivative financial instruments.

The following table presents the aggregate fair value of the Company’s derivative financial instruments:

			Fair Value Measurements Using:
	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest rate swap liability at September 28, 2019	$	24,280	$	0	$	24,280	$	0
Interest rate swap asset at December 29, 2018	$	3,924	$	0	$	3,924	$	0
Interest rate swap liability at December 29, 2018	$	5,578	$	0	$	5,578	$	0

The Company did not have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3, during the nine months ended September 28, 2019 and the fiscal year ended December 29, 2018.

15.	Accumulated Other Comprehensive Loss

Amounts reclassified out of accumulated other comprehensive loss are as follows:

Changes in Accumulated Other Comprehensive Loss by Component ^(a)

	Nine Months Ended September 28, 2019
	Loss on Qualifying Hedges			Loss on Foreign Currency Translation			Total
Beginning Balance at December 29, 2018	$	(1,175	)	$	(14,582	)	$	(15,757	)
Other comprehensive (loss) income before reclassifications, net of tax		(15,585	)		397			(15,188	)
Amounts reclassified from accumulated other comprehensive loss, net of tax^(b)		(1,157	)		0			(1,157	)
Net current period other comprehensive (loss) income including noncontrolling interest		(16,742	)		397			(16,345	)
Less: net current period other comprehensive loss attributable to the noncontrolling interest		0			38			38
Ending Balance at September 28, 2019	$	(17,917	)	$	(14,147	)	$	(32,064	)

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

(a)	Amounts in parentheses indicate debits

(b)	See separate table below for details about these reclassifications

	Nine Months Ended September 29, 2018
	(Loss) Gain on Qualifying Hedges			Loss on Foreign Currency Translation			Total
Beginning Balance at December 30, 2017	$	(5,392	)	$	(5,075	)	$	(10,467	)
Other comprehensive income (loss) before reclassifications, net of tax		9,248			(4,252	)		4,996
Amounts reclassified from accumulated other comprehensive loss, net of tax^(b)		2,098		0				2,098
Adoption of accounting standard		(1,161	)		(1,324	)		(2,485	)
Net current period other comprehensive income (loss) including noncontrolling interest		10,185			(5,576	)		4,609
Less: net current period other comprehensive loss attributable to the noncontrolling interest	0				406			406
Ending Balance at September 29, 2018	$	4,793		$	(10,245	)	$	(5,452	)

(a)	Amounts in parentheses indicate debits

(b)	See separate table below for details about these reclassifications

Reclassifications out of Accumulated Other Comprehensive Loss ^(a)

	Three Months Ended						Nine Months Ended
	September 28,			September 29,			September 28,			September 29,
	2019			2018			2019			2018
Details about Other Comprehensive Loss Components	Amounts Reclassified from Accumulated Other Comprehensive Loss						Amounts Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Statement Where Net Income is Presented
Loss on Qualifying Hedges
Interest rate contracts	$	(210	)	$	(210	)	$	1,550		$	(2,813	)	Interest expense
		(210	)		(210	)		1,550			(2,813	)	Income before income taxes
		53			53			(393	)		715		Provision for income taxes
	$	(157	)	$	(157	)	$	1,157		$	(2,098	)	Net income

(a)	Amounts in parentheses indicate debits to profit/loss

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

16.	Segment Data

The Company has four reportable segments based on an integrated geographical structure as follows: North America, Continental Europe (CE), United Kingdom, and Other. Other consists of Australia, New Zealand and emerging markets operations and franchise revenues and related costs, all of which have been grouped together as if they were a single reportable segment because they do not meet any of the quantitative thresholds and are immaterial for separate disclosure. To be consistent with the information that is presented to the chief operating decision maker, the Company does not include intercompany activity in the segment results. Information about the Company’s reportable segments is as follows:

	Total Revenue, net				Total Revenue, net
	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
North America	$	243,684	$	255,281	$	749,341	$	819,007
Continental Europe		71,138		72,394		224,623		236,518
United Kingdom		22,933		25,356		72,068		84,850
Other		10,812		12,734		34,722		43,360
Total revenue, net	$	348,567	$	365,765	$	1,080,754	$	1,183,735

	Net Income				Net Income
	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Segment operating income:
North America	$	83,998	$	99,513	$	216,281	$	273,905
Continental Europe		32,679		36,482		73,518		86,890
United Kingdom		3,271		5,743		6,829		15,646
Other		1,435		2,649		2,829		7,688
Total segment operating income		121,383		144,387		299,457		384,129
General corporate expenses		26,654		25,527		77,358		75,491
Interest expense		33,118		35,506		103,045		107,238
Other expense, net		1,460		881		2,201		1,978
Provision for income taxes		13,123		12,374		26,834		19,580
Net income	$	47,028	$	70,099	$	90,019	$	179,842
Net loss attributable to the noncontrolling interest		58		33		214		122
Net income attributable to WW International, Inc.	$	47,086	$	70,132	$	90,233	$	179,964

	Depreciation and Amortization				Depreciation and Amortization
	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
North America	$	9,048	$	9,102	$	27,434	$	27,744
Continental Europe		496		370		1,272		989
United Kingdom		164		383		588		1,098
Other		103		144		321		452
Total segment depreciation and amortization		9,811		9,999		29,615		30,283
General corporate depreciation and amortization		3,235		3,029		10,804		8,641
Depreciation and amortization	$	13,046	$	13,028	$	40,419	$	38,924

Due to the adoption of the updated lease accounting guidance the Company has a right of use operating lease asset of $146,063 as of September 28, 2019, of which 52.7% is in the North America reportable segment and 42.2% is general corporate related.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

17.	Related Party

As previously disclosed, on October 18, 2015, the Company entered into the Strategic Collaboration Agreement with Oprah Winfrey, under which she will consult with the Company and participate in developing, planning, executing and enhancing the WW program and related initiatives, and provide it with services in her discretion to promote the Company and its programs, products and services.

In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $662 and $2,665 for the three and nine months ended September 28, 2019, respectively, and $157 and $2,145 for the three and nine months ended September 29, 2018, respectively, which services included advertising, production and related fees. Also, during the three months ended September 28, 2019, the Company received advertising services from entities related to Ms. Winfrey at no charge with an estimated value of $330.

The Company’s accounts payable to parties related to Ms. Winfrey at September 28, 2019 and December 29, 2018 was $246 and $62, respectively.

In March 2018, as permitted by the transfer provisions set forth in the previously disclosed Share Purchase Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, and the Option Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, Ms. Winfrey sold 954 of the shares she purchased under such purchase agreement and exercised a portion of her stock options resulting in the sale of 1,405 shares issuable under such options, respectively.

18.	Restructuring

As previously disclosed, in the first quarter of fiscal 2019, the Company undertook an organizational realignment which resulted in the elimination of certain positions and termination of employment for certain employees worldwide. The Company recorded expenses in connection with employee termination benefit costs of $6,331 ($4,727 after tax) for the nine months ended September 28, 2019 (all expenses were recorded in the first quarter of fiscal 2019). These expenses impacted cost of revenues by $1,425 and selling, general and administrative expense by $4,906 in the nine months ended September 28, 2019. The Company does not anticipate recording additional expenses in connection with this organizational realignment. All expenses were recorded to general corporate expenses and therefore there was no impact to the segments.

For the nine months ended September 28, 2019, the Company made payments of $4,504 towards the liability for these expenses and lowered provision estimates by $121. The Company expects the remaining liability of $1,706 to be paid in full in fiscal 2020.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, this Quarterly Report on Form 10-Q includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, in particular, the statements about our plans, strategies and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have generally used the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this Quarterly Report on Form 10-Q to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things:

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competition from other weight management and wellness industry participants or the development of more effective or more favorably perceived weight management methods;

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our ability to continue to develop new, innovative services and products and enhance our existing services and products or the failure of our services, products or brands to continue to appeal to the market, or our ability to successfully expand into new channels of distribution or respond to consumer trends;

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the ability to successfully implement new strategic initiatives;

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the effectiveness of our advertising and marketing programs, including the strength of our social media presence;

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the impact on our reputation of actions taken by our franchisees, licensees, suppliers and other partners;

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the impact of our substantial amount of debt, and our debt service obligations and debt covenants;

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the ability to generate sufficient cash to service our debt and satisfy our other liquidity requirements;

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uncertainties regarding the satisfactory operation of our technology or systems;

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the impact of security breaches or privacy concerns;

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the recognition of asset impairment charges;

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the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate our workforce;

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the inability to renew certain of our licenses, or the inability to do so on terms that are favorable to us;

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the expiration or early termination by us of leases;

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risks and uncertainties associated with our international operations, including regulatory, economic, political and social risks and foreign currency risks;

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uncertainties related to a downturn in general economic conditions or consumer confidence;

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our ability to successfully make acquisitions or enter into joint ventures, including our ability to successfully integrate, operate or realize the anticipated benefits of such businesses;

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the seasonal nature of our business;

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the impact of events that discourage or impede people from gathering with others or accessing resources;

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our ability to enforce our intellectual property rights both domestically and internationally, as well as the impact of our involvement in any claims related to intellectual property rights;

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the outcomes of litigation or regulatory actions;

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the impact of existing and future laws and regulations;

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our failure to maintain effective internal control over financial reporting;

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the possibility that the interests of Artal Group S.A, or Artal, the largest holder of our common stock and a shareholder with significant influence over us, will conflict with our interests or the interests of other holders of our common stock;

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the impact that the sale of substantial amounts of our common stock by existing large shareholders, or the perception that such sales could occur, could have on the market price of our common stock; and

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other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission.

You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events or otherwise.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WW International, Inc., formerly known as Weight Watchers International, Inc., is a Virginia corporation with its principal executive offices in New York, New York. In this Quarterly Report on Form 10-Q unless the context indicates otherwise: “we,” “us,” “our,” the “Company” and “WW” refer to WW International, Inc. and all of its operations consolidated for purposes of its financial statements; “North America” refers to our North American Company-owned operations; “Continental Europe” refers to our Continental Europe Company-owned operations; “United Kingdom” refers to our United Kingdom Company-owned operations; and “Other” refers to Australia, New Zealand and emerging markets operations and franchise revenues and related costs. Each of North America, Continental Europe, United Kingdom and Other is also a reportable segment. Our “Digital” business refers to providing subscriptions to our digital product offerings, including the Personal Coaching + Digital product. Our “Studio + Digital” business refers to providing access to our weekly in-person workshops combined with our digital subscription product offerings to commitment plan subscribers. Our “Studio + Digital” business also includes the provision of access to workshops for members who do not subscribe to commitment plans, including our “pay-as-you-go” members.

Our fiscal year ends on the Saturday closest to December 31st and consists of either 52- or 53-week periods. In this Quarterly Report on Form 10-Q:

•

“fiscal 2016” refers to our fiscal year ended December 31, 2016;

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“fiscal 2017” refers to our fiscal year ended December 30, 2017;

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“fiscal 2018” refers to our fiscal year ended December 29, 2018;

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“fiscal 2019” refers to our fiscal year ended December 28, 2019;

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“fiscal 2020” refers to our fiscal year ended January 2, 2021 (includes a 53^rd week);

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“fiscal 2021” refers to our fiscal year ended January 1, 2022;

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“fiscal 2022” refers to our fiscal year ended December 31, 2022;

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“fiscal 2023” refers to our fiscal year ended December 30, 2023;

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“fiscal 2024” refers to our fiscal year ended December 28, 2024; and

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“fiscal 2025” refers to our fiscal year ended January 3, 2026 (includes a 53^rd week).

The following terms used in this Quarterly Report on Form 10-Q are our trademarks: Weight Watchers^® and WW Freestyle^TM.

You should read the following discussion in conjunction with our Annual Report on Form 10-K for fiscal 2018 that includes additional information about us, our results of operations, our financial position and our cash flows, and with our unaudited consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q (collectively referred to as the “Consolidated Financial Statements”).

NON-GAAP FINANCIAL MEASURES

To supplement our consolidated results presented in accordance with accounting principles generally accepted in the United States, or GAAP, we have disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. We present within this Quarterly Report on Form 10-Q the non-GAAP financial measures earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”) and net debt. See “—Liquidity and Capital Resources—EBITDAS and Net Debt” for the calculations. Our management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the performance of our business and are useful for period-over-period comparisons of the performance of our business. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies.

USE OF CONSTANT CURRENCY

As exchange rates are an important factor in understanding period-to-period comparisons, we believe in certain cases the presentation of results on a constant currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. In this Quarterly Report on Form 10-Q, we calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding or adjusting for the impact of foreign currency or being on a constant currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP and are not meant to be considered in isolation. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.

CRITICAL ACCOUNTING POLICIES

Goodwill and Franchise Rights Acquired Annual Impairment Test

We review goodwill and other indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, for potential impairment on at least an annual basis or more often if events so require. We performed fair value impairment testing as of May 5, 2019 and May 6, 2018, each the first day of fiscal May, on our goodwill and other indefinite-lived intangible assets.

In performing our annual impairment analysis as of May 5, 2019 and May 6, 2018, we determined that the carrying amounts of our goodwill reporting units and franchise rights acquired with indefinite lives units of account did not exceed their respective fair values and therefore no impairment existed.

When determining fair value, we utilize various assumptions, including projections of future cash flows, growth rates and discount rates. A change in these underlying assumptions would likely cause a change in the results of the impairment assessments and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of those assets. In the event such a result occurred, we would be required to record a corresponding charge, which would impact earnings. We would also be required to reduce the carrying amounts of the related assets on our balance sheet. We continue to evaluate these assumptions and believe that these assumptions are appropriate.

In performing our annual impairment analysis, we also considered the trading value of both our equity and debt. If the trading values of both our equity and debt were to significantly decline from their current levels, we may have to take an impairment charge at the appropriate time, which could be material. For additional information on risks associated with our recognizing asset impairment charges, see “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2018.

The following is a discussion of our goodwill and franchise rights acquired impairment analysis.

Goodwill

In performing the impairment analysis for goodwill, the fair value for our reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. We have determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The values of goodwill in the United States, Canada, Brazil and other countries as of the September 28, 2019 balance sheet date were $98.9 million, $40.4 million, $4.3 million and $9.2 million, respectively.

For all reporting units, except for Brazil, there was significant headroom in the goodwill impairment analysis. Based on the results of our annual goodwill impairment test performed for all of our reporting units, except for Brazil, as of the September 28, 2019 balance sheet date, for reporting units that hold 97.2% of our goodwill, those units had an estimated fair value at least 60% higher than the respective reporting unit’s carrying amount. Based on the results of our annual goodwill impairment test performed for our Brazil reporting unit, which holds 2.8% of our goodwill as of the September 28, 2019 balance sheet date, the estimated fair value of this reporting unit was approximately 3.0% higher than its carrying value. Accordingly, a change in the underlying assumptions for Brazil would likely cause a change in the results of the impairment assessment and, as such, could result in an impairment of the goodwill related to Brazil, for which the net book value was $4.3 million as of September 28, 2019.

For all of our reporting units except for Brazil (see below), we estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operating activities less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. We utilized operating income as the basis for measuring our potential growth

because we believe it is the best indicator of the performance of our business. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for our peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data. The cost of debt was determined by estimating our current borrowing rate.

The following are the more significant assumptions utilized in our annual impairment analyses (except for Brazil) for fiscal 2019 and fiscal 2018:

	Fiscal	Fiscal
	2019	2018
Debt-Free Cumulative Annual Cash Flow Growth Rate	4.2%	3.8% to 5.4%
Discount Rate	9.0%	8.7%

As it relates to our goodwill impairment analysis for Brazil, we estimated future debt-free cash flows in contemplation of our growth strategies for that market. In developing these projections, we considered the historical impact of similar growth strategies in other markets as well as the current market conditions in Brazil. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for our peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data including the current economic conditions in Brazil and the country specific risk thereon, all as reflected in the discount rate. The cost of debt was determined by estimating our current borrowing rate.

For Brazil, the following are the more significant assumptions utilized in our annual goodwill impairment analyses for fiscal 2019 and fiscal 2018:

	Fiscal	Fiscal
	2019	2018
Cumulative Annual Revenue Cash Flow Growth Rate	13.0%	14.8%
Average Operating Income Margin	10.2%	3.7%
Average Operating Income Margin Range	(25.3%) to 24.3%	(17.3%) to 16.5%
Discount Rate	16.0%	16.2%

Franchise Rights Acquired

In performing the impairment analysis for our indefinite-lived franchise rights acquired, the fair value for our franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for our franchise rights related to our Studio + Digital business and a relief from royalty methodology for our franchise rights related to our Digital business. The aggregate estimated fair value for these rights is then compared to the carrying value of the unit of account for those franchise rights. We have determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Studio + Digital business and the Digital business in the country in which the applicable acquisition occurred. The book values of these franchise rights in the United States, Canada, United Kingdom, Australia, and New Zealand at September 28, 2019 were $671.9 million, $54.5 million, $11.1 million, $6.1 million, and $4.5 million, respectively.

For all units of account, except for New Zealand, there was significant headroom in the franchise rights acquired impairment analysis. Based on the results of our annual franchise rights acquired impairment analysis performed for all of our units of account, except for New Zealand, as of the September 28, 2019 balance sheet date, for units of account that hold 99.4% of our franchise rights acquired, those units had an estimated fair value at least 40% higher than the respective units of account carrying amount. Based on the results of our annual franchise rights acquired impairment test performed for our New Zealand unit of account, which holds 0.6% of our franchise rights acquired as of the September 28, 2019 balance sheet date, the estimated fair value of this unit of account exceeded its carrying value by approximately 3.0%. Accordingly, a change in the underlying assumptions for New Zealand would

likely cause a change in the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to New Zealand, for which the net book value was $4.5 million as of September 28, 2019.

In our hypothetical start-up approach analysis for fiscal 2019, we assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, we estimated future cash flows for the Studio + Digital business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a market-based royalty rate. The cash flows for the Studio + Digital and Digital businesses were discounted utilizing rates consistent with those utilized in the annual goodwill impairment analysis.

In performing this impairment analysis for fiscal 2019, for the year of maturity, we assumed Studio + Digital revenue (comprised of Studio + Digital Fees and revenues from products sold to members in workshops) growth of (5.3%) to 3.5% in the year of maturity from fiscal 2018, in each case, earned in the applicable country and assumed cumulative annual revenue growth rates for the years beyond the year of maturity of 1.6%. For the year of maturity and beyond, we assumed operating income margin rates of 0.3% to 17.4%.

Other Critical Accounting Policies

For a discussion of the other critical accounting policies affecting us, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” of our Annual Report on Form 10-K for fiscal 2018. Our critical accounting policies have not changed since the end of fiscal 2018.

PERFORMANCE INDICATORS

Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our cash flows and earnings. These key performance indicators include:

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Revenues—Our “Service Revenues” consist of “Digital Subscription Revenues” and “Studio + Digital Fees”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for our Digital offerings, including our Personal Coaching + Digital product. “Studio + Digital Fees” consist of the fees associated with our subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. In addition, “product sales and other” consists of sales of consumer products in workshops and via ecommerce, revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on our websites and sales from the By Mail product, other revenues, and, in the case of the consolidated financial results and Other reportable segment, franchise fees with respect to commitment plans and commissions.

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Paid Weeks—The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for our digital subscription products (including Personal Coaching + Digital); (ii) “Studio + Digital Paid Weeks” is the sum of total paid commitment plan weeks which include workshops and digital offerings and total “pay-as-you-go” weeks; and (iii) “Total Paid Weeks” is the sum of Digital Paid Weeks and Studio + Digital Paid Weeks.

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Incoming Subscribers—“Subscribers” refer to Digital subscribers and Studio + Digital subscribers who participate in recur bill programs in Company-owned operations. The “Incoming Subscribers” metric reports WW subscribers in Company-owned operations at a given period start as follows: (i) “Incoming Digital Subscribers” is the total number of Digital, including Personal Coaching + Digital, subscribers; (ii) “Incoming Studio + Digital Subscribers” is the total number of commitment plan subscribers that have access to combined workshops and digital offerings; and (iii) “Incoming Subscribers” is the sum of Incoming Digital Subscribers and Incoming Studio + Digital Subscribers. Recruitment and retention are key drivers for this metric.

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End of Period Subscribers—The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital, including Personal Coaching + Digital, subscribers; (ii) “End of Period Studio + Digital Subscribers” is the total number of commitment plan subscribers that have access to combined workshops and digital offerings; and (iii) “End of Period Subscribers” is the sum of End of Period Digital Subscribers and End of Period Studio + Digital Subscribers. Recruitment and retention are key drivers for this metric.

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Gross profit and operating expenses as a percentage of revenue.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 28, 2019 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 29, 2018

The table below sets forth selected financial information for the third quarter of fiscal 2019 from our consolidated statements of net income for the three months ended September 28, 2019 versus selected financial information for the third quarter of fiscal 2018 from our consolidated statements of net income for the three months ended September 29, 2018:

Summary of Selected Financial Data

	(In millions, except per share amounts)
	For The Three Months Ended												% Change
	September 28, 2019			September 29, 2018			Increase/ (Decrease)			% Change			Constant Currency
Revenues, net	$	348.6		$	365.8		$	(17.2	)		(4.7	%)		(3.3	%)
Cost of revenues		153.8			150.4			3.4			2.3	%		3.7	%

Gross profit		194.8			215.4			(20.6	)		(9.6	%)		(8.1	%)
Gross Margin %		55.9	%		58.9	%

Marketing expenses		36.3			35.5			0.8			2.3	%		4.1	%
Selling, general & administrative expenses		63.7			61.0			2.7			4.4	%		5.7	%
Operating income		94.7			118.9			(24.1	)		(20.3	%)		(18.8	%)
Operating Income Margin %		27.2	%		32.5	%

Interest expense		33.1			35.5			(2.4	)		(6.7	%)		(6.7	%)
Other expense, net		1.5			0.9			0.6			65.6	%		65.6	%
Income before income taxes		60.2			82.5			(22.3	)		(27.1	%)		(25.0	%)

Provision for income taxes		13.1			12.4			0.8			6.1	%		10.4	%
Net income		47.0			70.1			(23.1	)		(32.9	%)		(31.2	%)
Net loss attributable to the noncontrolling interest		0.1			0.0			0.0			77.4	%		77.4	%

Net income attributable to WW International, Inc.	$	47.1		$	70.1		$	(23.0	)		(32.9	%)		(31.2	%)

Weighted average diluted shares outstanding		69.6			70.3			(0.7	)		(1.0	%)		(1.0	%)
Diluted earnings per share	$	0.68		$	1.00		$	(0.32	)		(32.2	%)		(30.4	%)

Note: Totals may not sum due to rounding.

Consolidated Results

Revenues

Revenues in the third quarter of fiscal 2019 were $348.6 million, a decrease of $17.2 million, or 4.7%, versus the third quarter of fiscal 2018. Excluding the impact of foreign currency, which negatively impacted our revenues for the third quarter of fiscal 2019 by $5.3 million, revenues in the third quarter of fiscal 2019 would have decreased 3.3% versus the prior year period. This decrease was driven primarily by the revenue declines in North America. See “—Segment Results” for additional details on revenues.

Cost of Revenues and Gross Profit

Total cost of revenues in the third quarter of fiscal 2019 increased $3.4 million, or 2.3%, versus the prior year period. Gross profit decreased $20.6 million, or 9.6%, in the third quarter of fiscal 2019 compared to the third quarter of fiscal 2018 primarily due to the decrease in revenues. Excluding the impact of foreign currency, which negatively impacted gross profit for the third quarter of fiscal 2019 by $3.1 million, gross profit in the third quarter of fiscal 2019 would have decreased 8.1% versus the prior year period. Gross margin in the third quarter of fiscal 2019 decreased 3.0% to 55.9% versus 58.9% in the third quarter of fiscal 2018. Gross margin decline was driven primarily by fixed cost deleverage and partially offset by a mix shift to the higher margin Digital business.

Marketing

Marketing expenses for the third quarter of fiscal 2019 increased $0.8 million, or 2.3%, versus the third quarter of fiscal 2018. Excluding the impact of foreign currency, which increased marketing expenses for the third quarter of fiscal 2019 by $0.6 million, marketing expenses in the third quarter of fiscal 2019 would have increased 4.1% versus the third quarter of fiscal 2018. This increase in marketing expense was largely due to increased TV media costs on a global basis. Marketing expenses as a percentage of revenue for the third quarter of fiscal 2019 increased to 10.4% from 9.7% for the third quarter of fiscal 2018.

Selling, General and Administrative

Selling, general and administrative expenses for the third quarter of fiscal 2019 increased $2.7 million, or 4.4%, versus the third quarter of fiscal 2018. Excluding the impact of foreign currency, which increased selling, general and administrative expenses for the third quarter of fiscal 2019 by $0.8 million, selling, general and administrative expenses in the third quarter of fiscal 2019 would have increased 5.7% versus the prior year period. The increase in selling, general and administrative expenses in the third quarter of fiscal 2019 was driven primarily by higher salary and related costs in the quarter. Selling, general and administrative expenses as a percentage of revenue for the third quarter of fiscal 2019 increased to 18.3% from 16.7% for the third quarter of fiscal 2018.

Operating Income

Operating income in the third quarter of fiscal 2019 decreased $24.1 million, or 20.3%, versus the prior year period. Excluding the impact of foreign currency, which negatively impacted operating income for the third quarter of fiscal 2019 by $1.7 million, operating income in the third quarter of fiscal 2019 would have decreased 18.8% versus the prior year period. This decrease in operating income was driven by lower operating income in all reportable segments as compared to the prior year period. Operating income margin in the third quarter of fiscal 2019 decreased 5.3% to 27.2% versus 32.5% in the third quarter of fiscal 2018. This decrease in operating income margin was driven primarily by a decrease in gross margin and to a lesser extent by an increase in selling, general and administrative expenses as a percentage of revenue and marketing expenses as a percentage of revenue.

Interest Expense

Interest expense in the third quarter of fiscal 2019 decreased $2.4 million, or 6.7%, versus the third quarter of fiscal 2018. The decrease in interest expense was driven primarily by a decrease in our outstanding indebtedness resulting from principal repayments. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the third quarter of fiscal 2019 and the third quarter of fiscal 2018 and excluding the impact of our interest rate swap in effect, increased to 7.82% per annum at the end of the third quarter of fiscal 2019 from 7.79% per annum at the end of the third quarter of fiscal 2018. Including the impact of our interest rate swap in effect, the effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the third quarter of fiscal 2019 and the third quarter of fiscal 2018, increased to 7.87% per annum at the end of the third quarter of fiscal 2019 from 7.84% per annum at the end of the third quarter of fiscal 2018. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon. For additional details on our interest rate swaps, see “Item 3. Quantitative and Qualitative Disclosures about Market Risk” in Part I of this Quarterly Report on Form 10-Q.

Other Expense, Net

Other expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, increased by $0.6 million in the third quarter of fiscal 2019 to $1.5 million of expense as compared to $0.9 million of expense in the prior year period.

Tax

Our effective tax rate for the third quarter of fiscal 2019 was 21.8% as compared to 15.0% for the third quarter of fiscal 2018. The effective tax rate in the third quarter of fiscal 2019 was impacted by $2.2 million of tax expense related to income earned in foreign jurisdictions and $1.2 million of tax expense related to global intangible low-taxed income, or GILTI. The effective tax rate was partially offset by a $2.9 million tax benefit related to foreign-derived intangible income, or FDII, and a $0.8 million tax benefit related to favorable tax return adjustments. The effective tax rate in the third quarter of fiscal 2018 was impacted by the $3.9 million reversal of tax reserves resulting from the closure of various tax audits, a $2.5 million tax benefit related to favorable tax return adjustments and a $2.5 million tax benefit related to tax windfalls from stock compensation.

Net Income Attributable to the Company and Earnings Per Share

Net income attributable to the Company in the third quarter of fiscal 2019 reflected a $23.0 million, or 32.9%, decline from the third quarter of fiscal 2018. Excluding the impact of foreign currency, which negatively impacted net income attributable to the Company in the third quarter of fiscal 2019 by $1.2 million, net income attributable to the Company in the third quarter of fiscal 2019 would have declined 31.2% from the third quarter of fiscal 2018.

Earnings per fully diluted share, or EPS, in the third quarter of fiscal 2019 was $0.68 compared to $1.00 in the third quarter of fiscal 2018. EPS for the third quarter of fiscal 2018 included a tax benefit of $0.06 in connection with the reversal of tax reserves resulting from the closure of various tax audits.

Segment Results

Metrics and Business Trends

The following tables set forth key metrics by reportable segment for the third quarter of fiscal 2019 and the percentage change in those metrics versus the prior year period:

(in millions except percentages and as noted)

	Q3 2019
	GAAP									Constant Currency
				Product									Product						Total
	Service			Sales &			Total			Service			Sales &			Total			Paid			Incoming			EOP
	Revenues			Other			Revenues			Revenues			Other			Revenues			Weeks			Subscribers			Subscribers
																						(in thousands)
North America	$	209.9		$	33.8		$	243.7		$	210.1		$	33.8		$	243.8			37.9			2,940.7			2,852.2
CE		62.9			8.3			71.1			65.8			8.6			74.4			14.2			1,137.6			1,087.0
UK		17.3			5.6			22.9			18.3			5.9			24.2			5.1			387.0			385.3
Other ⁽¹⁾		7.9			2.9			10.8			8.4			3.0			11.3			1.3			102.8			103.3
Total	$	298.0		$	50.5		$	348.6		$	302.5		$	51.3		$	353.8			58.6			4,568.1			4,427.8

	% Change Q3 2019 vs. Q3 2018
North America		(5.0	%)		(1.7	%)		(4.5	%)		(4.9	%)		(1.6	%)		(4.5	%)		0.8	%		(1.9	%)		3.7	%
CE		(0.8	%)		(8.4	%)		(1.7	%)		3.8	%		(4.2	%)		2.8	%		12.5	%		11.5	%		11.2	%
UK		(8.3	%)		(13.4	%)		(9.6	%)		(3.0	%)		(8.4	%)		(4.4	%)		4.2	%		0.9	%		7.2	%
Other ⁽¹⁾		(9.6	%)		(27.1	%)		(15.1	%)		(4.5	%)		(25.1	%)		(11.0	%)		1.1	%		2.0	%		0.9	%
Total		(4.5	%)		(6.1	%)		(4.7	%)		(3.0	%)		(4.6	%)		(3.3	%)		3.7	%		1.5	%		5.7	%

Note: Totals may not sum due to rounding.

(1)	Represents Australia, New Zealand and emerging markets operations and franchise revenues.

(in millions except percentages and as noted)

	Q3 2019
	Digital Subscription Revenues						Digital			Incoming			EOP			Studio + Digital Fees						Studio + Digital			Incoming			EOP
				Constant			Paid			Digital			Digital						Constant			Paid			Studio + Digital			Studio + Digital
	GAAP			Currency			Weeks			Subscribers			Subscribers			GAAP			Currency			Weeks			Subscribers			Subscribers
										(in thousands)															(in thousands)
North America	$	101.6		$	101.7			25.5			1,995.8			1,947.3		$	108.3		$	108.4			12.5			944.9			904.9
CE		42.2			44.2			11.5			914.5			878.5			20.6			21.6			2.7			223.1			208.5
UK		6.6			7.0			2.5			195.0			197.9			10.7			11.3			2.6			192.0			187.4
Other ⁽¹⁾		3.5			3.7			0.8			59.3			61.4			4.4			4.6			0.5			43.4			41.9
Total	$	153.9		$	156.6			40.3			3,164.7			3,085.1		$	144.1		$	145.9			18.3			1,403.4			1,342.7

	% Change Q3 2019 vs. Q3 2018
North America		6.2	%		6.3	%		7.3	%		4.3	%		10.2	%		(13.5	%)		(13.5	%)		(10.3	%)		(12.7	%)		(8.1	%)
CE		11.3	%		16.5	%		18.5	%		18.3	%		16.7	%		(18.9	%)		(15.2	%)		(7.3	%)		(9.8	%)		(7.1	%)
UK		5.2	%		11.2	%		14.3	%		8.4	%		19.0	%		(14.9	%)		(10.1	%)		(4.2	%)		(5.7	%)		(2.9	%)
Other ⁽¹⁾		2.9	%		9.1	%		10.9	%		6.9	%		9.6	%		(17.6	%)		(13.3	%)		(10.5	%)		(4.0	%)		(9.6	%)
Total		7.4	%		9.3	%		10.8	%		8.3	%		12.5	%		(14.6	%)		(13.5	%)		(9.1	%)		(11.1	%)		(7.3	%)

Note: Totals may not sum due to rounding.

(1)	Represents Australia, New Zealand and emerging markets operations and franchise revenues.

North America Performance

The decrease in North America revenues in the third quarter of fiscal 2019 versus the prior year period was driven primarily by a decrease in Service Revenues. This decrease in Service Revenues in the third quarter of fiscal 2019 versus the prior year period was driven primarily by the decrease in Studio + Digital Fees, partially offset by an increase in Digital Subscription Revenues. The decrease in North America Total Paid Weeks was driven by a lower number of Incoming Studio + Digital Subscribers at the beginning of the third quarter of fiscal 2019 versus the beginning of the third quarter of fiscal 2018 and lower Studio + Digital recruitments in the third quarter of fiscal 2019 versus the prior year period.

The decrease in North America product sales and other in the third quarter of fiscal 2019 versus the prior year period was driven primarily by a decrease in product sales.

Continental Europe Performance

The decrease in Continental Europe revenues in the third quarter of fiscal 2019 versus the prior year period was driven by the impact of foreign currency. Excluding foreign currency, revenues in the third quarter of fiscal 2019 would have increased above the prior year period driven by an increase in Service Revenues. This increase in Service Revenues in the third quarter of fiscal 2019 versus the prior year period was driven by an increase in Digital Subscription Revenues, partially offset by a decrease in Studio + Digital Fees. The increase in Continental Europe Total Paid Weeks was driven primarily by the higher number of Incoming Digital Subscribers at the beginning of the third quarter of fiscal 2019 versus the beginning of the third quarter of fiscal 2018, and to a lesser extent by higher Digital recruitments in the third quarter of fiscal 2019 versus the prior year period.

The decrease in Continental Europe product sales and other in the third quarter of fiscal 2019 versus the prior year period was driven primarily by a decrease in licensing.

United Kingdom Performance

The decrease in UK revenues in the third quarter of fiscal 2019 versus the prior year period was driven by both the decrease in Service Revenues and product sales and other. This decrease in Service Revenues in the third quarter of fiscal 2019 versus the prior year period was driven primarily by the decrease in Studio + Digital Fees, partially offset by an increase in Digital Subscription Revenues. The increase in UK Total Paid Weeks was driven primarily by higher Digital recruitments in the third quarter of fiscal 2019 and to a lesser extent the higher number of Incoming Digital Subscribers at the beginning of the third quarter of fiscal 2019 versus the beginning of the third quarter of fiscal 2018.

The decrease in UK product sales and other in the third quarter of fiscal 2019 versus the prior year period was driven primarily by a decrease in licensing.

Other Performance

The decrease in Other revenues in the third quarter of fiscal 2019 versus the prior year period was driven by both a decrease in product sales and other and a decrease in Service Revenues. The decrease in Service Revenues in the third quarter of fiscal 2019 versus the prior year period was driven primarily by the decrease in Studio + Digital Fees.

The decrease in Other product sales and other in the third quarter of fiscal 2019 versus the prior year period was driven by decreases in product sales, licensing and franchise commissions.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 28, 2019 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 29, 2018

The table below sets forth selected financial information for the first nine months of fiscal 2019 from our consolidated statements of net income for the nine months ended September 28, 2019 versus selected financial information for the first nine months of fiscal 2018 from our consolidated statements of net income for the nine months ended September 29, 2018:

Summary of Selected Financial Data

	(In millions, except per share amounts)
	For The Nine Months Ended												% Change
	September 28, 2019			September 29, 2018			Increase/ (Decrease)			% Change			Constant Currency
Revenues, net	$	1,080.8		$	1,183.7		$	(103.0	)		(8.7	%)		(6.8	%)
Cost of revenues		469.2			502.5			(33.3	)		(6.6	%)		(4.8	%)

Gross profit		611.5			681.2			(69.7	)		(10.2	%)		(8.2	%)
Gross Margin %		56.6	%		57.5	%

Marketing expenses		200.5			189.9			10.7			5.6	%		8.6	%
Selling, general & administrative expenses		188.9			182.7			6.2			3.4	%		5.1	%
Operating income		222.1			308.6			(86.5	)		(28.0	%)		(26.4	%)
Operating Income Margin %		20.6	%		26.1	%

Interest expense		103.0			107.2			(4.2	)		(3.9	%)		(3.9	%)
Other expense, net		2.2			2.0			0.2			11.2	%		11.2	%
Income before income taxes		116.9			199.4			(82.6	)		(41.4	%)		(38.9	%)

Provision for income taxes		26.8			19.6			7.3			37.0	%		45.0	%
Net income		90.0			179.8			(89.8	)		(49.9	%)		(48.0	%)
Net loss attributable to the noncontrolling interest		0.2			0.1			0.1			75.2	%		83.9	%

Net income attributable to WW International, Inc.	$	90.2		$	180.0		$	(89.7	)		(49.9	%)		(48.0	%)

Weighted average diluted shares outstanding		69.4			70.1			(0.8	)		(1.1	%)		(1.1	%)
Diluted earnings per share	$	1.30		$	2.57		$	(1.27	)		(49.3	%)		(47.4	%)

Note: Totals may not sum due to rounding.

Consolidated Results

Revenues

Revenues in the first nine months of fiscal 2019 were $1,080.8 million, a decrease of $103.0 million, or 8.7%, versus the first nine months of fiscal 2018. Excluding the impact of foreign currency, which negatively impacted our revenues for the first nine months of fiscal 2019 by $23.0 million, revenues in the first nine months of fiscal 2019 would have decreased 6.8% versus the prior year period. This decrease was driven primarily by the revenue declines in North America. See “—Segment Results” for additional details on revenues.

Cost of Revenues and Gross Profit

Total cost of revenues in the first nine months of fiscal 2019 decreased $33.3 million, or 6.6%, versus the prior year period. Gross profit decreased $69.7 million, or 10.2%, in the first nine months of fiscal 2019 compared to the first nine months of fiscal 2018 primarily due to the decrease in revenues. Excluding the impact of foreign currency, which negatively impacted gross profit for the first nine months of fiscal 2019 by $13.7 million, gross profit in the first nine months of fiscal 2019 would have decreased 8.2% versus the prior year period. Gross margin decreased to 56.6% in the first nine months of fiscal 2019 as compared to 57.5% in the prior year period. Gross margin decline was driven primarily by fixed cost deleverage and partially offset by a mix shift to the higher margin Digital business.

Marketing

Marketing expenses for the first nine months of fiscal 2019 increased $10.7 million, or 5.6%, versus the first nine months of fiscal 2018. Excluding the impact of foreign currency, which decreased marketing expenses for the first nine months of fiscal 2019 by $5.6 million, marketing expenses in the first nine months of fiscal 2019 would have increased 8.6% versus the first nine months of fiscal 2018. This increase in marketing expense was largely due to increased TV media and production costs, Online media expense, and agency and celebrity fees, all on a global basis. Marketing expenses as a percentage of revenue increased to 18.6% in the first nine months of fiscal 2019 as compared to 16.0% in the prior year period.

Selling, General and Administrative

Selling, general and administrative expenses for the first nine months of fiscal 2019 increased $6.2 million, or 3.4%, versus the first nine months of fiscal 2018. Excluding the impact of foreign currency, which decreased selling, general and administrative expenses for the first nine months of fiscal 2019 by $3.1 million, selling, general and administrative expenses in the first nine months of fiscal 2019 would have increased 5.1% versus the prior year period. The increase in selling, general and administrative expenses in the first nine months of fiscal 2019 was driven primarily by expenses related to our organizational realignment in the first quarter of fiscal 2019 and higher salary and related costs partially offset by a reduction in professional fees. Selling, general and administrative expenses as a percentage of revenue increased to 17.5% in the first nine months of fiscal 2019 as compared to 15.4% in the prior year period.

Operating Income

Operating income in the first nine months of fiscal 2019 decreased $86.5 million, or 28.0%, versus the prior year period. Excluding the impact of foreign currency, which negatively impacted operating income for the first nine months of fiscal 2019 by $5.0 million, operating income in the first nine months of fiscal 2019 would have decreased 26.4% versus the prior year period. This decrease in operating income was driven primarily by lower operating income in all reportable segments as compared to the prior year period. Operating income margin in the first nine months of fiscal 2019 decreased 5.5% to 20.6% versus 26.1% in the first nine months of fiscal 2018. This decrease in operating income margin was driven primarily by an increase in marketing expenses as a percentage of revenue and an increase in selling, general and administrative expenses as a percentage of revenue.

Interest Expense

Interest expense in the first nine months of fiscal 2019 decreased $4.2 million, or 3.9%, versus the first nine months of fiscal 2018. The decrease in interest expense was driven primarily by a decrease in our outstanding indebtedness resulting from principal repayments. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the first nine months of fiscal 2019 and the first nine months of fiscal 2018 and excluding the impact of our interest rate swap in effect, increased to 8.06% per annum at the end of the first nine months of fiscal 2019 from 7.55% per annum at the end of the first nine months of fiscal 2018. Including the impact of our interest rate swap in effect, the effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the first nine months of fiscal 2019 and the first nine months of fiscal 2018, increased to 7.93% per annum at the end of the first nine months of fiscal 2019 from 7.76% per annum at the end of the first nine

months of fiscal 2018. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon. For additional details on our interest rate swaps, see “Item 3. Quantitative and Qualitative Disclosures about Market Risk” in Part I of this Quarterly Report on Form 10-Q.

Other Expense, Net

Other expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, increased by $0.2 million in the first nine months of fiscal 2019 to $2.2 million of expense as compared to $2.0 million of expense in the prior year period.

Tax

Our effective tax rate for the first nine months of fiscal 2019 was 23.0% as compared to 9.8% for the first nine months of fiscal 2018. The effective tax rate in the first nine months of fiscal 2019 was impacted by a $3.2 million tax expense related to income earned in foreign jurisdictions, a $3.0 million tax expense related to GILTI and $2.3 million of higher state income tax expenses versus the prior year period. The effective tax rate was partially offset by a $4.2 million tax benefit related to FDII, a $1.4 million tax benefit related to the reversal of tax reserves no longer needed, and a $0.8 million tax benefit related to the cessation of certain publishing operations. Our effective tax rate in the first nine months of fiscal 2018 was impacted by a $24.6 million tax benefit related to tax windfalls from stock compensation, a $3.8 million reversal of tax reserves resulting from the closure of various tax audits, a $3.7 million tax benefit related to favorable tax return adjustments and a $1.9 million tax benefit related to the cessation of operations of our Mexican subsidiary.

Net Income Attributable to the Company and Earnings Per Share

Net income attributable to the Company in the first nine months of fiscal 2019 reflected a $89.7 million, or 49.9%, decline from the first nine months of fiscal 2018. Excluding the impact of foreign currency, which negatively impacted net income attributable to the Company in the first nine months of fiscal 2019 by $3.4 million, net income attributable to the Company in the first nine months of fiscal 2019 would have declined 48.0% from the first nine months of fiscal 2018.

EPS in the first nine months of fiscal 2019 was $1.30 compared to $2.57 in the first nine months of fiscal 2018. EPS for the first nine months of fiscal 2019 included a $0.07 expense in connection with our organizational realignment and EPS for the first nine months of fiscal 2018 included a $0.25 tax benefit from Oprah Winfrey’s exercise of a portion of her stock options and a tax benefit of $0.06 in connection with the reversal of tax reserves resulting from the closure of various tax audits.

Segment Results

Metrics and Business Trends

The following tables set forth key metrics by reportable segment for the first nine months of fiscal 2019 and the percentage change in those metrics versus the prior year period:

(in millions except percentages and as noted)


	First Nine Months of Fiscal 2019
	GAAP									Constant Currency
				Product									Product						Total
	Service			Sales &			Total			Service			Sales &			Total			Paid			Incoming			EOP
	Revenues			Other			Revenues			Revenues			Other			Revenues			Weeks			Subscribers			Subscribers
																						(in thousands)
North America	$	646.1		$	103.2		$	749.3		$	647.5		$	103.5		$	751.0			115.0			2,558.5			2,852.2
CE		194.3			30.4			224.6			206.8			32.4			239.2			43.6			940.2			1,087.0
UK		53.5			18.6			72.1			56.8			19.7			76.5			15.5			333.7			385.3
Other ⁽¹⁾		24.7			10.1			34.7			26.7			10.5			37.1			4.1			100.0			103.3
Total	$	918.5		$	162.2		$	1,080.8		$	937.8		$	166.0		$	1,103.7			178.1			3,932.3			4,427.8

	% Change First Nine Months of Fiscal 2019 vs. First Nine Months of Fiscal 2018
North America		(7.3	%)		(15.2	%)		(8.5	%)		(7.1	%)		(15.1	%)		(8.3	%)		(0.8	%)		20.9	%		3.7	%
CE		(1.6	%)		(22.5	%)		(5.0	%)		4.8	%		(17.3	%)		1.1	%		12.0	%		30.0	%		11.2	%
UK		(12.8	%)		(21.0	%)		(15.1	%)		(7.4	%)		(16.2	%)		(9.9	%)		1.7	%		12.7	%		7.2	%
Other ⁽¹⁾		(13.3	%)		(32.5	%)		(19.9	%)		(6.2	%)		(29.8	%)		(14.3	%)		0.9	%		27.8	%		0.9	%
Total		(6.7	%)		(18.6	%)		(8.7	%)		(4.7	%)		(16.7	%)		(6.8	%)		2.4	%		22.4	%		5.7	%

Note: Totals may not sum due to rounding.

(1)	Represents Australia, New Zealand and emerging markets operations and franchise revenues.

(in millions except percentages and as noted)

	First Nine Months of Fiscal 2019
	Digital Subscription Revenues						Digital			Incoming			EOP			Studio + Digital Fees						Studio + Digital			Incoming			EOP
				Constant			Paid			Digital			Digital						Constant			Paid			Studio + Digital			Studio + Digital
	GAAP			Currency			Weeks			Subscribers			Subscribers			GAAP			Currency			Weeks			Subscribers			Subscribers
										(in thousands)															(in thousands)
North America	$	303.2		$	303.9			76.1			1,648.4			1,947.3		$	342.9		$	343.6			38.8			910.1			904.9
CE		126.0			134.1			34.7			730.3			878.5			68.3			72.7			8.9			209.9			208.5
UK		20.0			21.2			7.5			160.1			197.9			33.5			35.5			8.0			173.6			187.4
Other ⁽¹⁾		10.6			11.4			2.4			55.3			61.4			14.1			15.2			1.7			44.7			41.9
Total	$	459.8		$	470.7			120.7			2,594.0			3,085.1		$	458.8		$	467.1			57.5			1,338.4			1,342.7

	% Change First Nine Months of Fiscal 2019 vs. First Nine Months of Fiscal 2018
North America		4.9	%		5.1	%		6.1	%		31.8	%		10.2	%		(16.0	%)		(15.8	%)		(12.0	%)		5.1	%		(8.1	%)
CE		11.1	%		18.2	%		18.7	%		36.6	%		16.7	%		(18.6	%)		(13.4	%)		(8.0	%)		11.3	%		(7.1	%)
UK		1.1	%		7.3	%		10.0	%		19.2	%		19.0	%		(19.4	%)		(14.4	%)		(5.0	%)		7.3	%		(2.9	%)
Other ⁽¹⁾		(0.7	%)		7.6	%		8.9	%		24.9	%		9.6	%		(20.8	%)		(14.5	%)		(8.2	%)		31.6	%		(9.6	%)
Total		6.2	%		8.7	%		9.8	%		32.1	%		12.5	%		(16.8	%)		(15.3	%)		(10.3	%)		7.1	%		(7.3	%)

Note: Totals may not sum due to rounding.

(1)	Represents Australia, New Zealand and emerging markets operations and franchise revenues.

North America Performance

The decrease in North America revenues in the first nine months of fiscal 2019 versus the prior year period was driven by both a decrease in Service Revenues and a decrease in product sales and other. This decrease in Service Revenues in the first nine months of fiscal 2019 versus the prior year period was driven primarily by the decrease in Studio + Digital Fees, slightly offset by an increase in Digital Subscription Revenues. The decrease in North America Total Paid Weeks was driven by lower recruitments in the first nine months of fiscal 2019 partially offset by the higher number of Incoming Subscribers at the beginning of fiscal 2019 versus the beginning of fiscal 2018. Lower recruitments in the first nine months of fiscal 2019 were driven by cycling against the successful launch of our WW Freestyle program in December 2017 and by the impact of ineffective marketing at the start of fiscal 2019.

The decrease in North America product sales and other in the first nine months of fiscal 2019 versus the prior year period was driven primarily by a decrease in product sales.

Continental Europe Performance

The decrease in Continental Europe revenues in the first nine months of fiscal 2019 versus the prior year period was driven by the impact of foreign currency. Excluding foreign currency, revenues in the first nine months of fiscal 2019 would have increased slightly above the prior year period driven by an increase in Service Revenues. This increase in Service Revenues in the first nine months of fiscal 2019 versus the prior year period was driven by an increase in Digital Subscription Revenues, partially offset by a decrease in Studio + Digital Fees. The increase in Continental Europe Total Paid Weeks was driven primarily by the higher number of Incoming Subscribers at the beginning of fiscal 2019 versus the beginning of fiscal 2018, partially offset by lower recruitments in the first nine months of fiscal 2019. Lower recruitments in the first nine months were driven by cycling against the successful launch of our new program in December 2017 and by the impact of ineffective marketing at the start of fiscal 2019.

The decrease in Continental Europe product sales and other in the first nine months of fiscal 2019 versus the prior year period was driven primarily by a decrease in product sales.

United Kingdom Performance

The decrease in UK revenues in the first nine months of fiscal 2019 versus the prior year period was driven by both the decrease in Service Revenues and product sales and other. This decrease in Service Revenues in the first nine months of fiscal 2019 versus the prior year period was driven primarily by the decrease in Studio + Digital Fees. The increase in UK Total Paid Weeks was driven by

the higher number of Incoming Subscribers at the beginning of fiscal 2019 versus the beginning of fiscal 2018, partially offset by lower recruitments in the first nine months of fiscal 2019. Lower recruitments in the first nine months were driven by cycling against the successful launch of our new program in December 2017 and by the impact of ineffective marketing at the start of fiscal 2019.

The decrease in UK product sales and other in the first nine months of fiscal 2019 versus the prior year period was driven primarily by a decrease in product sales and to a lesser extent a decrease in licensing.

Other Performance

The decrease in Other revenues in the first nine months of fiscal 2019 versus the prior year period was driven by both a decrease in Service Revenues and a decrease in product sales and other. The decrease in Service Revenues in the first nine months of fiscal 2019 versus the prior year period was driven primarily by the decrease in Studio + Digital Fees.

The decrease in Other product sales and other in the first nine months of fiscal 2019 versus the prior year period was driven primarily by a decrease in product sales.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operating activities have historically supplied, and are expected to continue to supply, us with our primary source of liquidity. We use these cash flows, supplemented with long-term debt and short-term borrowings, to fund our operations and global strategic initiatives, pay down debt and engage in selective acquisitions. We believe that cash generated by operations during fiscal 2019, our cash on hand of approximately $239.2 million at September 28, 2019, our $148.8 million of availability under our Revolving Credit Facility and our continued cost focus will provide us with sufficient liquidity to meet our obligations for the next twelve months.

As market conditions warrant, we may, from time to time, seek to purchase our outstanding debt securities or loans, including the Notes and borrowings under the Credit Facilities (each as defined below). Such transactions could be privately negotiated or open market transactions, pursuant to tender offers or otherwise. Subject to any applicable limitations contained in the agreements governing, or terms of, our indebtedness, any such purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new secured or unsecured debt. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may equate to a substantial amount of a particular class or series of debt, which may reduce the trading liquidity of such class or series.

Balance Sheet Working Capital

The following table sets forth certain relevant measures of our balance sheet working capital deficit, excluding cash and cash equivalents and current portion of long-term debt at:

	September 28,			December 29,			Increase/
	2019			2018			(Decrease)
	(in millions)
Total current assets	$	329.9		$	366.4		$	(36.5	)
Total current liabilities		365.8			341.3			24.5
Working capital (deficit) surplus		(35.9	)		25.1			61.0
Cash and cash equivalents		239.2			237.0			2.2
Current portion of long-term debt		77.0			77.0			0.0
Working capital deficit, excluding cash and cash equivalents and current portion of long-term debt	$	(198.1	)	$	(134.9	)	$	63.2

Note: Totals may not sum due to rounding.

The following table sets forth a summary of the primary factors contributing to the $63.2 million increase in our working capital deficit, excluding cash and cash equivalents and current portion of long-term debt:

	September 28,		December 29,		Increase/			Impact to Working
	2019		2018		(Decrease)			Capital Deficit
	(in millions)
Portion of operating lease liabilities due within one year	$	32.4	$	-	$	32.4		$	32.4
Prepaid income taxes	$	9.5	$	34.0	$	(24.5	)	$	24.5
Derivative payable	$	24.3	$	2.1	$	22.2		$	22.2
Deferred revenue	$	59.1	$	53.5	$	5.6		$	5.6
Accrued interest	$	28.2	$	28.7	$	(0.5	)	$	(0.5	)
Operational liabilities and other, net of assets	$	54.8	$	62.0	$	(7.2	)	$	(7.2	)
Income taxes payable	$	8.8	$	22.6	$	(13.8	)	$	(13.8	)
Working capital deficit change, excluding cash and cash equivalents and current portion of long-term debt								$	63.2

Note: Totals may not sum due to rounding.

Portion of operating lease liabilities due within one year is due to the adoption of the updated lease accounting guidance. The decrease in prepaid income taxes and income taxes payable is a function of timing and primarily related to refunds received and taxes accrued. The increase in derivative payable was due to a new forward-starting interest rate swap we entered into on June 7, 2019 and a change in fair value driven by the change in interest rates. The increase in deferred revenue was driven primarily by seasonality. The decrease in operational liabilities and other, net of assets, which includes accrued salaries and wages, was driven primarily by the timing of payments.

Cash Flows

The following table sets forth a summary of the Company’s cash flows for the nine months ended:

	September 28, 2019			September 29, 2018
	(in millions)
Net cash provided by operating activities	$	151.7		$	254.6
Net cash used for investing activities	$	(34.3	)	$	(45.0	)
Net cash used for financing activities	$	(112.4	)	$	(70.7	)

Operating Activities

First Nine Months of Fiscal 2019

Cash flows provided by operating activities of $151.7 million for the first nine months of fiscal 2019 reflected a decrease of $103.0 million from $254.6 million of cash flows provided by operating activities in the first nine months of fiscal 2018. The decrease in cash provided by operating activities was primarily the result of a decrease in net income attributable to the Company of $89.7 million in the first nine months of fiscal 2019 as compared to the prior year period.

First Nine Months of Fiscal 2018

Cash flows provided by operating activities of $254.6 million for the first nine months of fiscal 2018 reflected an increase of $69.8 million from $184.8 million of cash flows provided by operating activities in the first nine months of fiscal 2017. The increase in cash provided by operating activities was primarily the result of an increase in net income attributable to the Company of $79.4 million in the first nine months of fiscal 2018 as compared to the prior year period.

Investing Activities

First Nine Months of Fiscal 2019

Net cash used for investing activities totaled $34.3 million in the first nine months of fiscal 2019, a decrease of $10.6 million as compared to the first nine months of fiscal 2018. This decrease was primarily attributable to investments in intellectual property and the purchase of Kurbo Health, Inc., or Kurbo, in the first nine months of fiscal 2018 partially offset by higher capital expenditures for technology in the first nine months of fiscal 2019.

First Nine Months of Fiscal 2018

Net cash used for investing activities totaled $45.0 million in the first nine months of fiscal 2018, an increase of $13.8 million as compared to the first nine months of fiscal 2017. This increase was due to investments in intellectual property and the purchase of Kurbo in the first nine months of fiscal 2018.

Financing Activities

First Nine Months of Fiscal 2019

Net cash used for financing activities totaled $112.4 million in the first nine months of fiscal 2019, primarily due to $50.0 million used for the debt prepayment and $57.8 million used for scheduled debt repayments under our Term Loan Facility. See “—Long-Term Debt” for additional details on debt payments.

First Nine Months of Fiscal 2018

Net cash used for financing activities totaled $70.7 million in the first nine months of fiscal 2018, primarily due to $25.0 million of net repayments on the outstanding principal amount on the Revolving Credit Facility and $57.8 million used for the scheduled debt repayments under our Term Loan Facility, which was partially offset by $32.6 million in proceeds from stock options exercised.

Long-Term Debt

We currently plan to meet our long-term debt obligations by using cash flows provided by operating activities and opportunistically using other means to repay or refinance our obligations as we determine appropriate.

The following schedule sets forth our long-term debt obligations at September 28, 2019:

Long-Term Debt

At September 28, 2019

(Balances in millions)

	Balance
Term Loan Facility due November 29, 2024	$	1,374.5
Notes due December 1, 2025		300.0
Total		1,674.5
Less: Current Portion		77.0
Unamortized Deferred Financing Costs		8.1
Unamortized Debt Discount		22.7
Total Long-Term Debt	$	1,566.7

Note: Totals may not sum due to rounding.

On November 29, 2017, we refinanced our then-existing credit facilities (referred to herein as the November 2017 debt refinancing) consisting of $1,930.4 million of borrowings under a term loan facility and an undrawn $50.0 million revolving credit facility with $1,565.0 million of borrowings under our new credit facilities, consisting of a $1,540.0 million term loan facility and a $150.0 million revolving credit facility (of which $25.0 million was drawn upon at the time of the November 2017 debt refinancing) (collectively referred to herein as the Credit Facilities), and $300.0 million in aggregate principal amount of 8.625% Senior Notes due 2025, or the Notes. During the fourth quarter of fiscal 2017, we incurred fees of $53.8 million (which included $30.8 million of a debt discount) in connection with the November 2017 debt refinancing. In addition, we recorded a loss on early extinguishment of debt of $10.5 million in connection thereto. This early extinguishment of debt write-off was comprised of $5.7 million of deferred financing fees paid in connection with the November 2017 debt refinancing and $4.8 million of pre-existing deferred financing fees.

Senior Secured Credit Facilities

The Credit Facilities were issued under a new credit agreement, dated November 29, 2017, or the Credit Agreement, among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., or JPMorgan Chase, as administrative agent and an issuing bank, Bank of America, N.A., as an issuing bank, and Citibank, N.A., as an issuing bank. The Credit Facilities consist of (1) $1,540.0 million in aggregate principal amount of senior secured tranche B term loans due in 2024, or the Term Loan Facility and (2) a $150.0 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2022, or the Revolving Credit Facility.

On May 31, 2019, we made a voluntary prepayment at par of $50.0 million in respect of our outstanding term loans under the Term Loan Facility. As a result of this prepayment, we wrote off deferred financing fees of $0.3 million in the second quarter of fiscal 2019.

As of September 28, 2019, we had $1,374.5 million of debt outstanding under the Credit Facilities with $148.8 million of availability and $1.2 million in issued but undrawn letters of credit outstanding under the Revolving Credit Facility. There was no outstanding balance under the Revolving Credit Facility as of September 28, 2019. On October 10, 2019, we made a voluntary prepayment at par of $50.0 million in respect of our outstanding term loans under the Term Loan Facility.

•

a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

Under the terms of the Credit Agreement, depending on our Consolidated First Lien Net Debt Leverage Ratio (as used in the Credit Agreement), on an annual basis on or about the time we are required to deliver our financial statements for any fiscal year, we are obligated to offer to prepay a portion of the outstanding principal amount of the Term Loan Facility in an aggregate amount determined by a percentage of our annual excess cash flow (as defined in the Credit Agreement) (said payment referred to herein as a Cash Flow Sweep).

Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at our option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.75% or (2) an applicable margin plus a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that LIBOR is not lower than a floor of 0.75%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at our option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) a LIBOR rate determined by

reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. As of September 28, 2019, the applicable margins for the LIBOR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 4.75% and 2.25% respectively. In the event that LIBOR is phased out as is currently expected, the Credit Agreement provides that the Company and the administrative agent may amend the Credit Agreement to replace the LIBOR definition therein with a successor rate subject to notifying the lending syndicate of such change and not receiving within five business days of such notification objections to such replacement rate from lenders holding at least a majority of the aggregate principal amount of loans and commitments then outstanding under the Credit Agreement. If we fail to do so, our borrowings will be based off of the alternative base rate plus a margin.

On a quarterly basis, we pay a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon our Consolidated First Lien Net Debt Leverage Ratio. Based on our Consolidated First Lien Net Debt Leverage Ratio as of September 28, 2019, the commitment fee was 0.35% per annum. Our Consolidated First Lien Net Debt Leverage Ratio as of September 28, 2019 was 2.92:1.00.

As of September 28, 2019, we were in compliance with all applicable financial covenants in the Credit Agreement governing the Credit Facilities.

Senior Notes

The Notes were issued pursuant to an Indenture, dated as of November 29, 2017, or the Indenture, among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee. The Indenture contains customary covenants, events of default and other provisions for an issuer of non-investment grade debt securities. These covenants include limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions.

Outstanding Debt

At September 28, 2019, we had $1,674.5 million outstanding under the Credit Facilities and the Notes, consisting of the Term Loan Facility of $1,374.5 million, $0.0 million drawn down on the Revolving Credit Facility and $300.0 million in aggregate principal amount of Notes issued and outstanding.

At September 28, 2019 and December 29, 2018, our debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with our variable-rate borrowings. Further information regarding our interest rate swaps can be found in Part I, Item 1 of this Quarterly Report on Form 10-Q under Note 13 “Derivative Instruments and Hedging” in the Notes to the Consolidated Financial Statements. The weighted average interest rate

(which includes amortization of deferred financing costs and debt discount) on our outstanding debt, exclusive of the impact of the swap in effect, was approximately 8.06% and 7.73% per annum at September 28, 2019 and December 29, 2018, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, including the impact of the swap in effect, was approximately 7.59% and 7.46% per annum at September 28, 2019 and December 29, 2018, respectively, based on interest rates on these dates.

The following schedule sets forth our year-by-year debt obligations at September 28, 2019:

Total Debt Obligation

(Including Current Portion)

At September 28, 2019

(in millions)

Remainder of Fiscal 2019	$	19.3
Fiscal 2020	$	96.3
Fiscal 2021	$	77.0
Fiscal 2022	$	77.0
Fiscal 2023	$	77.0
Fiscal 2024 and thereafter	$	1,328.0
Total	$	1,674.5

Note: Totals may not sum due to rounding.

Accumulated Other Comprehensive Loss

Our accumulated other comprehensive loss includes changes in the fair value of derivative instruments and the effects of foreign currency translations. At September 28, 2019 and September 29, 2018, the cumulative balance of changes in the fair value of derivative instruments, net of taxes, was a loss of $17.9 million and a gain of $4.8 million, respectively. At September 28, 2019 and September 29, 2018, the cumulative balance of the effects of foreign currency translations, net of taxes, was a loss of $14.1 million and $10.2 million, respectively.

Dividends and Stock Transactions

We do not currently pay a dividend and we have no current plans to pay dividends in the foreseeable future. Any future determination to declare and pay dividends will be made at the sole discretion of our Board of Directors, after taking into account our financial condition and results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, the provisions of Virginia law affecting the payment of distributions to shareholders and such other factors our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants in our existing indebtedness, including the Credit Facilities and the Indenture governing the Notes, and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future.

On October 9, 2003, our Board of Directors authorized, and we announced, a program to repurchase up to $250.0 million of our outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, our Board of Directors authorized, and we announced, adding $250.0 million to this program. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. No shares will be purchased from Artal Holdings Sp. z o.o., Succursale de Luxembourg and its parents and subsidiaries under this program. The repurchase program currently has no expiration date. During the nine months ended September 28, 2019 and September 29, 2018, we repurchased no shares of our common stock in the open market under this program.

EBITDAS and Net Debt

We define EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization and stock-based compensation. The table below sets forth the calculations for EBITDAS for the three and nine months ended September 28, 2019 and September 29, 2018, and EBITDAS for the trailing twelve months ended September 28, 2019:

(in millions)

	Three Months Ended				Nine Months Ended				Trailing Twelve
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018		Months
Net Income	$	47.1	$	70.1	$	90.2	$	180.0	$	134.0
Interest		33.1		35.5		103.0		107.2		138.2
Taxes		13.1		12.4		26.8		19.6		27.7
Depreciation and Amortization		10.9		10.8		33.5		32.6		45.0
Stock-based Compensation		5.2		5.7		14.9		15.3		19.8
EBITDAS	$	109.4	$	134.5	$	268.6	$	354.7	$	364.7

Note: Totals may not sum due to rounding.

Reducing leverage is a capital structure priority for the Company. As of September 28, 2019, our net debt/EBITDAS ratio was 3.9x. The table below sets forth the calculation for net debt, a non-GAAP financial measure:

(in millions)

	September 28, 2019
Total debt	$	1,674.5
Less: Unamortized deferred financing costs		8.1
Less: Unamortized debt discount		22.7
Less: Cash on hand		239.2
Net debt	$	1,404.5

Note: Totals may not sum due to rounding.

We present EBITDAS and net debt/EBITDAS because we consider them to be useful supplemental measures of our performance. In addition, we believe EBITDAS and net debt/EBITDAS are useful to investors, analysts and rating agencies in measuring the ability of a company to meet its debt service obligations. See “—Non-GAAP Financial Measures” herein for an explanation of our use of these non-GAAP financial measures.

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in arrangements that generate relationships with unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, such as entities often referred to as structured finance or special purpose entities.

SEASONALITY

Our business is seasonal due to the importance of the winter season to our overall member recruitment environment. Historically, we experience our highest level of recruitment during the first quarter of the year, which is supported with the highest concentration of advertising spending. Therefore, our number of End of Period Subscribers in the first quarter of the year is typically higher than the number in other quarters of the year, historically reflecting a decline over the course of the year.

AVAILABLE INFORMATION

Corporate information and our press releases, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments thereto, are available free of charge on our corporate website at corporate.ww.com as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (i.e., generally the same day as the filing), or the SEC. Moreover, we also make available at that site the Section 16 reports filed electronically by our officers, directors and 10 percent shareholders.

We use our corporate website at corporate.ww.com and our corporate Facebook page (www.facebook.com/WW), Instagram account (Instagram.com/WW) and Twitter account (@ww_us) as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels shall not be deemed to be incorporated herein by reference.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 28, 2019, the market risk disclosures appearing in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for fiscal 2018 have not materially changed from December 29, 2018.

At the end of the third quarter of fiscal 2019, borrowings under the Credit Facilities bore interest at LIBOR plus an applicable margin of 4.75%. For the Term Loan Facility, the minimum interest rate for LIBOR applicable to such facility pursuant to the terms of the Credit Agreement is set at 0.75%, referred to herein as the LIBOR Floor. In addition, as of September 28, 2019, our interest rate swap in effect had a notional amount of $1.00 billion. Accordingly, as of September 28, 2019, based on the amount of variable rate debt outstanding and the then-current LIBOR rate, after giving consideration to the impact of the interest rate swap and the LIBOR Floor, a hypothetical 100 basis point increase in interest rates would have increased annual interest expense by approximately $3.7 million and a hypothetical 100 basis point decrease in interest rates would have decreased annual interest expense by approximately $3.7 million. These changes are driven primarily by the interest rate applicable to our Term Loan Facility and the lower outstanding debt balance as of September 28, 2019 as compared to December 29, 2018.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 28, 2019, the end of the third quarter of fiscal 2019. Based upon that evaluation and subject to the foregoing, our principal executive officer and our principal financial officer concluded that, as of the end of the third quarter of fiscal 2019, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Securities Class Action and Derivative Matters

In March 2019, two substantially identical class action complaints alleging violations of the federal securities laws were filed by individual shareholders against the Company, certain of the Company’s current officers and the Company’s former controlling shareholder, Artal, in the United States District Court for the Southern District of New York. The actions were consolidated and lead plaintiffs were appointed in June 2019. A consolidated amended complaint was filed on July 29, 2019, naming as defendants the Company, certain of the Company’s current officers and directors, and Artal and certain of its affiliates. A second consolidated amended complaint was filed on September 27, 2019. The operative complaint asserts claims on behalf of all purchasers of the Company’s common stock between May 4, 2018 and February 26, 2019, inclusive, or the Class Period, including purchasers of the Company’s common stock traceable to the May 2018 secondary offering of the Company’s common stock by certain of its shareholders. The complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and/or concealed or recklessly disregarded material adverse facts. The complaint alleges claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder, and with respect to the secondary offering, under Sections 11, 12(a)(2), and 15 of the Securities Act. The plaintiffs seek to recover unspecified damages on behalf of the class members. The Company believes that the action is without merit and intends to vigorously defend it. The Company filed a motion to dismiss the complaint on October 31, 2019.

Other Litigation Matters

Due to the nature of the Company’s activities, it is also, at times, subject to other pending and threatened legal actions, including patent and other intellectual property actions, that arise out of the ordinary course of business. In the opinion of management, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

ITEM 1A.

RISK FACTORS

There have been no material changes in the risk factors from those detailed in our Annual Report on Form 10-K for fiscal 2018.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Nothing to report under this item.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Nothing to report under this item.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Nothing to report under this item.

ITEM 6.

EXHIBITS

Exhibit Number		Description

**Exhibit 3.1		Amended and Restated Articles of Incorporation of WW International, Inc. (effective as of September 29, 2019) (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed on September 30, 2019 (File No. 001-16769), and incorporated herein by reference).
**Exhibit 3.2		Amended and Restated Bylaws of WW International, Inc. (effective as of September 29, 2019) (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed on September 30, 2019 (File No. 001-16769), and incorporated herein by reference).
*Exhibit 31.1		Rule 13a-14(a) Certification by Mindy Grossman, Chief Executive Officer.

*Exhibit 31.2		Rule 13a-14(a) Certification by Nicholas P. Hotchkin, Chief Financial Officer.

*Exhibit 32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Exhibit 101

*EX-101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*EX-101.SCH		Inline XBRL Taxonomy Extension Schema Document

*EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

*EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

*EX-101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

*EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
*Exhibit 104		The cover page from WW International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	Filed herewith.

**	Previously filed.

SIGNATURES

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.


	WW INTERNATIONAL, INC.

Date: November 6, 2019	By:	/s/ Mindy Grossman
		Mindy Grossman
		President, Chief Executive Officer and Director (Principal Executive Officer)


Date: November 6, 2019	By:	/s/ Nicholas P. Hotchkin
		Nicholas P. Hotchkin
		Chief Financial Officer, Operating Officer, North America and President, Emerging Markets (Principal Financial Officer)