WW WW International Inc

WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the second quarter of fiscal 2024.

"WeightWatchers has the right strategy to return the business to growth. With a rapidly changing landscape, we are taking decisive actions to navigate through this environment and completely reimagining how we operate," said Sima Sistani, the Company’s CEO. "We are executing a significant streamlining of our operational structure, to focus and execute against our strategic pillars to expand care, expand access, and expand payment options for our members. These initiatives enable us to serve a broader population as the leading digital health provider of weight health, catalyzing our return to growth and positioning the Company for long-term success."

"We are refining our operational framework against our product roadmap, concentrating on high impact initiatives to enhance efficiency, accountability and speed. These actions are part of a comprehensive cost reduction plan, targeting $100 million in annualized savings including $20 million of savings currently reflected in our 2024 guidance," said Heather Stark, the Company’s CFO. "We are committed to maximizing profitability and making strategic decisions that will best position the Company for long-term success."

Q2 2024 Consolidated Results

									% Change			% ChangeAdjusted forConstantCurrency(1)
	Three Months Ended
	June 29,				July 1,
	2024				2023
(in millions except percentages and per share amounts)
Subscription Revenues, net	$	200.0			$	212.1			(5.7	%)		(5.4	%)
Other Revenues, net(2)		2.1				14.7			(85.6	%)		(85.5	%)
Revenues, net	$	202.1			$	226.8			(10.9	%)		(10.6	%)
Gross Profit	$	137.3			$	143.2			(4.1	%)		(3.8	%)
Non-GAAP Adjustments(1)
Net Restructuring Charges(3)		(0.1	)			0.7
Adjusted Gross Profit(1)	$	137.2			$	143.8			(4.6	%)		(4.3	%)
Operating Income	$	35.9			$	26.3			36.5	%		37.6	%
Non-GAAP Adjustments(1)
Net Restructuring Charges(3)		2.0				2.7
Acquisition Transaction Costs		-				4.9
Adjusted Operating Income(1)	$	37.9			$	33.9			12.0	%		12.8	%
Net Income	$	23.3			$	50.8			(54.2	%)		(53.8	%)
EPS	$	0.29			$	0.65			(54.9	%)		(54.5	%)
Total Paid Weeks		50.7				53.4			(4.9	%)		N/A
Digital(4)Paid Weeks		42.0				43.2			(2.9	%)		N/A
Workshops + Digital(5)Paid Weeks		7.7				9.8			(21.3	%)		N/A
Clinical(6)Paid Weeks		1.1				0.4			205.4	%		N/A
End of Period Subscribers(7)		3.8				4.1			(6.1	%)		N/A
Digital Subscribers		3.2				3.3			(4.2	%)		N/A
Workshops + Digital Subscribers		0.6				0.7			(21.4	%)		N/A
Clinical Subscribers		0.1				0.0			119.8	%		N/A
___________________________________Note: Totals may not sum due to rounding. (1)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.(2)   “Other Revenues, net” (formerly known as “Product Sales and Other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues, net” included sales of consumer products.(3)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2023, 2022, 2021, and 2020 restructuring plans, and the reversal of certain of the charges associated therewith. (4)   “Digital” refers to providing subscriptions to the Company’s digital product offerings.(5)   “Workshops + Digital” refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings.(6)   “Clinical” refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence).(7)   “Subscribers” refers to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations.

Q2 2024 Business and Financial Highlights

• End of Period Subscribers in Q2 2024 were down 6.1% versus the prior year period, driven by declines in the Digital and Workshops + Digital businesses. Q2 2024 End of Period Digital Subscribers decreased 4.2% versus the prior year period. Q2 2024 End of Period Workshops + Digital Subscribers decreased 21.4% versus the prior year period. Q2 2024 End of Period Clinical Subscribers increased 119.8% versus the prior year period.

• Total Paid Weeks in Q2 2024 were down 4.9% versus the prior year period driven by declines in the Digital and Workshops + Digital businesses. Q2 2024 Digital Paid Weeks decreased 2.9% versus the prior year period. Q2 2024 Workshops + Digital Paid Weeks decreased 21.3% versus the prior year period. Q2 2024 Clinical Paid Weeks increased 205.4% versus the prior year period.

• Revenues in Q2 2024 were $202.1 million. On a constant currency basis, Q2 2024 revenues decreased 10.6% versus the prior year period.
  • Subscription Revenues in Q2 2024 were $200.0 million. On a constant currency basis, these revenues decreased 5.4% versus the prior year period. Subscription Revenues included $19.7 million of Clinical Subscription Revenues.
  • Other Revenues in Q2 2024 were $2.1 million. On a constant currency basis, these revenues decreased 85.5% versus the prior year period driven by the discontinuation of the consumer products business.

• Gross Profit in Q2 2024 was $137.3 million, compared to $143.2 million in the prior year period. Adjusted gross profit in Q2 2024, which excluded the reversal of $0.1 million of restructuring charges related to a prior year restructuring plan, was $137.2 million. Adjusted gross profit in Q2 2023, which excluded the net impact of $0.7 million of restructuring charges, was $143.8 million.
  • Gross Margin in Q2 2024 was 67.9%, as compared to 63.1% in the prior year period. Adjusted gross margin in Q2 2024 was 67.9%, up from an adjusted gross margin of 63.4% in the prior year period, driven primarily by the discontinuation of the lower margin consumer products business at the end of 2023.
• Operating Income in Q2 2024 was $35.9 million, compared to operating income of $26.3 million in the prior year period. Adjusted operating income in Q2 2024, which excluded the net impact of $2.0 million of restructuring charges related to prior year restructuring plans, was $37.9 million. Adjusted operating income in Q2 2023, which excluded the net impact of $2.7 million of restructuring charges and the impact of $4.9 million of acquisition transaction costs, was $33.9 million.

• Income Tax Benefit in Q2 2024 was $15.8 million, which reflected the impact of an unusually high negative annual effective tax rate driven by a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance. In the prior year period, income tax benefit was $48.1 million.

• Net Income in Q2 2024 was $23.3 million compared to net income of $50.8 million in the prior year period.

• Diluted Earnings per share in Q2 2024 was $0.29 compared to diluted earnings per share of $0.65 in the prior year period.
  • Certain items affect year-over-year comparability.
    • Q2 2024 diluted earnings per share incorporated the net positive impact of $0.42 per diluted share in the aggregate due to the following items:
      • $0.44 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance.
      • $0.02 per diluted share net negative impact of restructuring charges related to prior year restructuring plans.
  • Q2 2023 diluted earnings per share incorporated the positive impact of $0.69 per diluted share in the aggregate due to the following items:
    • $0.77 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2023 guidance.
    • $0.05 per diluted share negative impact from acquisition transaction costs.
    • $0.03 per diluted share negative net impact of restructuring charges.

Other Items

• Cash balance as of June 29, 2024 was $42.7 million. On that same date, the Company had no outstanding borrowings under its revolving credit facility.
• 2024 Restructuring Plan: In connection with the strategic streamlining of its operational structure to optimize its clinical and behavioral product portfolio and its cost-savings initiative, the Company committed to a plan of reduction in force that will result in the elimination of certain positions and the termination of employment for certain employees worldwide (the “2024 Restructuring Plan”). The Company anticipates recording restructuring charges that it currently estimates will range between $12.0 million to $15.0 million in the aggregate in the second half of fiscal 2024.

Full Year Fiscal 2024 Guidance

The Company is providing the following update to its full year fiscal 2024 guidance:

• Revenue is expected to be at least $770.0 million.
• Operating loss is expected to be at most $180.7 million; excluding non-cash intangible impairment charges and the net impact of restructuring charges, adjusted operating income is expected to be at least $100.0 million.

Second Quarter 2024 Conference Call and WebcastThe Company has scheduled a conference call today at 8:30 a.m. ET.  During the conference call, Sima Sistani, Chief Executive Officer, and Heather Stark, Chief Financial Officer, will discuss the second quarter of fiscal 2024 results and answer questions from the investment community.

The live webcast of the conference call will be available on the Company’s corporate website, corporate.ww.com, under Events and Presentations. Supplemental investor materials will also be available in the same location prior to the start of the webcast. A replay of the webcast will be available on this site for approximately 90 days.

Statement regarding Non-GAAP Financial Measures The following provides information regarding non-GAAP financial measures used in this earnings release and today’s scheduled conference call:

To supplement the Company's consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross margin, operating income (loss), operating income (loss) margin and selling, general and administrative expenses are discussed both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to (i) the second quarter of fiscal 2024 to exclude the impact or net impact, as applicable, of charges associated with the Company's previously disclosed 2023 restructuring plan (the “2023 plan”) and the Company's previously disclosed 2022 restructuring plan (the “2022 plan”); (ii) the first six months of fiscal 2024 to exclude (x) the impact of impairment charges for the Company's franchise rights acquired related to its United States, Australia, New Zealand and United Kingdom units of account and (y) the net impact of charges associated with the 2023 plan and the 2022 plan; and (iii) the second quarter and first six months of fiscal 2023 to exclude (x) the net impact of (a) charges associated with the 2023 plan, (b) charges associated with the 2022 plan or the reversal of certain of the charges associated with the 2022 plan, as applicable, (c) charges associated with the Company's previously disclosed 2021 organizational restructuring plan (the “2021 plan”) or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (d) the reversal of certain of the charges associated with the Company's previously disclosed 2020 organizational restructuring plan (the “2020 plan”) and (y) the impact of certain non-recurring transaction costs in connection with the acquisition of Sequence. The Company generally refers to such non-GAAP measures as excluding or adjusting for the impact of franchise rights acquired impairments, the impact or net impact, as applicable, of restructuring charges, and the impact of acquisition transaction costs, as applicable. The Company also presents in the attachments to this release the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired and goodwill impairments, net restructuring charges, and certain non-recurring transaction costs in connection with the acquisition of Sequence (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. The Company calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. A reconciliation of the forward-looking full year EBITDAS outlook to net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of the Company's control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

Management believes these non-GAAP financial measures provide useful supplemental information for its and investors' evaluation of the Company's business performance and are useful for period-over-period comparisons of the performance of the Company's business. While management believes that these non-GAAP financial measures are useful in evaluating the Company’s 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 titled measures reported by other companies. See "Reconciliation of Non-GAAP Financial Measures" attached to this release and reconciliations, if any, included elsewhere in this release for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures.

About WW International, Inc. WeightWatchers is a human-centric technology company powered by our proven, science-based, clinically effective weight loss and weight management programs. For six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our programs. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.   

This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management and health and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company's failure to continue to retain and grow its subscriber base; the Company’s ability to be a leader in the rapidly evolving and increasingly competitive clinical weight management and weight loss market; the Company's ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or its ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; the ability to successfully implement strategic initiatives; the Company’s ability to evolve its community offerings to meet the evolving tastes and preferences of its members; the effectiveness and efficiency of the Company's advertising and marketing programs, including the strength of the Company's social media presence; the impact on the Company's reputation of actions taken by its franchisees, licensees, suppliers, affiliated provider entities, PCs’ healthcare professionals, and other partners, including as a result of its acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”) (the “Acquisition”); the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company's workforce; the Company’s ability to successfully make acquisitions or enter into collaborations or joint ventures, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Sequence; uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, rising interest rates, the potential impact of political and social unrest and increased volatility in the credit and capital markets; the seasonal nature of the Company's business; the Company's failure to maintain effective internal control over financial reporting; the impact of events that impede accessing resources or discourage or impede people from gathering with others; the early termination by the Company of leases; the inability to renew certain of the Company's licenses, or the inability to do so on terms that are favorable to the Company; the impact of the Company's substantial amount of debt, debt service obligations and debt covenants, and its exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company's debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company's technology or systems; the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Company’s ability to successfully integrate and use artificial intelligence in its business; the Company's ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; risks and uncertainties associated with the Company's international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of war and terrorism; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; risks related to the Acquisition, including risks that the Acquisition may not achieve its intended results; risks related to the Company's exposure to extensive and complex healthcare laws and regulations as a result of the Acquisition; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the United States Securities and Exchange Commission (the “SEC”) (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com). You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does 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 news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com).

For more information, contact:Investors:Corey Kinger        corey.kinger@ww.com

Media:Kelsey Merkelkelsey.merkel@ww.com

	WW INTERNATIONAL, INC. AND SUBSIDIARIES
	CONSOLIDATED BALANCE SHEETS AT
	(IN THOUSANDS)
	UNAUDITED
			June 29,				December 30,
				2024				2023
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	42,709			$	109,366
	Receivables (net of allowances: June 29, 2024 - $2,025 and December 30, 2023 - $1,041)			13,412				14,938
	Prepaid income taxes			12,878				25,370
	Prepaid marketing and advertising			1,898				10,149
	Prepaid expenses and other current assets			17,194				19,651
	TOTAL CURRENT ASSETS			88,091				179,474
Property and equipment, net				18,203				19,741
Operating lease assets				47,861				52,272
Franchise rights acquired				128,164				386,526
Goodwill				241,872				243,441
Other intangible assets, net				54,213				63,208
Deferred income taxes				16,615				19,683
Other noncurrent assets				19,237				17,685
	TOTAL ASSETS		$	614,256			$	982,030
LIABILITIES AND TOTAL DEFICIT
CURRENT LIABILITIES
	Portion of operating lease liabilities due within one year		$	9,492			$	9,613
	Accounts payable			25,119				18,507
	Salaries and wages payable			40,434				79,096
	Accrued marketing and advertising			14,028				18,215
	Accrued interest			5,345				5,346
	Deferred acquisition payable			14,608				16,500
	Other accrued liabilities			22,122				22,610
	Income taxes payable			35,373				1,609
	Deferred revenue			33,849				33,966
	TOTAL CURRENT LIABILITIES			200,370				205,462
Long-term debt, net				1,428,553				1,426,464
Long-term operating lease liabilities				49,043				53,461
Deferred income taxes				21,933				41,994
Other				1,640				15,743
	TOTAL LIABILITIES			1,701,539				1,743,124
TOTAL DEFICIT
	Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at June 29, 2024 and 130,048 shares issued at December 30, 2023			0				0
	Treasury stock, at cost, 50,344 shares at June 29, 2024 and 50,859 shares at December 30, 2023			(3,040,679	)			(3,064,628	)
	Retained earnings			1,970,791				2,314,834
	Accumulated other comprehensive loss			(17,395	)			(11,300	)
	TOTAL DEFICIT			(1,087,283	)			(761,094	)
	TOTAL LIABILITIES AND TOTAL DEFICIT		$	614,256			$	982,030

WW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED
				Three Months Ended
				June 29,				July 1,
					2024				2023
Subscription revenues, net (1)				$	199,956			$	212,140
Other revenues, net (2)					2,117				14,690
	Revenues, net				202,073				226,830
Cost of subscription revenues (3)					64,023				71,378
Cost of other revenues					756				12,272
	Cost of revenues				64,779				83,650
	Gross profit				137,294				143,180
Marketing expenses					53,696				51,119
Selling, general and administrative expenses					47,665				65,744
Franchise rights acquired impairments					—				—
	Operating income				35,933				26,317
Interest expense					28,577				24,075
Other income, net					(78	)			(520	)
	Income before income taxes				7,434				2,762
Benefit from income taxes					(15,835	)			(48,066	)
	Net income			$	23,269			$	50,828
Earnings per share
	Basic			$	0.29			$	0.65
	Diluted			$	0.29			$	0.65
Weighted average common shares outstanding
	Basic				79,483				78,007
	Diluted				79,825				78,591
Note: Totals may not sum due to rounding.
(1) “Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
(2) “Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products.
(3) “Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED
				Six Months Ended
				June 29,				July 1,
					2024				2023
Subscription revenues, net(1)				$	404,012			$	423,172
Other revenues, net(2)					4,609				45,552
	Revenues, net				408,621				468,724
Cost of subscription revenues(3)					131,839				166,275
Cost of other revenues					1,688				39,758
	Cost of revenues				133,527				206,033
	Gross profit				275,094				262,691
Marketing expenses					143,858				139,353
Selling, general and administrative expenses					106,647				125,604
Franchise rights acquired impairments					257,988				—
	Operating loss				(233,399	)			(2,266	)
Interest expense					53,304				46,921
Other income, net					(1,683	)			(851	)
	Loss before income taxes				(285,020	)			(48,336	)
Provision for income taxes					39,613				19,515
	Net loss			$	(324,633	)		$	(67,851	)
Net loss per share
	Basic			$	(4.09	)		$	(0.91	)
	Diluted			$	(4.09	)		$	(0.91	)
Weighted average common shares outstanding
	Basic				79,345				74,302
	Diluted				79,345				74,302
Note: Totals may not sum due to rounding.
(1) “Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
(2) “Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products.
(3) “Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED
			Six Months Ended
			June 29,				July 1,
				2024				2023
Operating activities:
	Net loss		$	(324,633	)		$	(67,851	)
	Adjustments to reconcile net loss to cash used for operating activities:
	Depreciation and amortization			19,948				24,869
	Amortization of deferred financing costs and debt discount			2,509				2,509
	Impairment of franchise rights acquired			257,988				—
	Impairment of intangible and long-lived assets			197				189
	Share-based compensation expense			5,141				9,613
	Deferred tax benefit			(14,948	)			(5,824	)
	Allowance for doubtful accounts			6,886				(143	)
	Reserve for inventory obsolescence			134				3,153
	Foreign currency exchange rate gain			(1,249	)			(841	)
	Changes in cash due to:
	Receivables			3,407				57
	Inventories			30				6,886
	Prepaid expenses			18,956				10,321
	Accounts payable			6,598				3,402
	Accrued liabilities			(36,825	)			(19,536	)
	Deferred revenue			142				1,975
	Other long term assets and liabilities, net			(16,076	)			(1,265	)
	Income taxes			33,819				5,429
	Cash used for operating activities			(37,976	)			(27,057	)
Investing activities:
	Capital expenditures			(730	)			(1,746	)
	Capitalized software and website development expenditures			(9,376	)			(17,907	)
	Cash paid for acquisitions, net of cash acquired			—				(38,362	)
	Other items, net			(5	)			(8	)
	Cash used for investing activities			(10,111	)			(58,023	)
Financing activities:
	Taxes paid related to net share settlement of equity awards			(629	)			(1,319	)
	Proceeds from stock options exercised			—				82
	Cash paid for acquisitions			(16,500	)			(1,066	)
	Other items, net			(3	)			(38	)
	Cash used for financing activities			(17,132	)			(2,341	)
Effect of exchange rate changes on cash and cash equivalents				(1,438	)			541
Net decrease in cash and cash equivalents				(66,657	)			(86,880	)
Cash and cash equivalents, beginning of period				109,366				178,326
Cash and cash equivalents, end of period			$	42,709			$	91,446

WW INTERNATIONAL, INC. AND SUBSIDIARIES
OPERATIONAL STATISTICS
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
		Three Months Ended
		June 29,		July 1,		Variance
		2024		2023
Paid Weeks(1)
Digital Paid Weeks		41,979		43,246		(2.9%)
Workshops + Digital Paid Weeks		7,682		9,755		(21.3%)
Clinical Paid Weeks		1,084		355		205.4%
Total Paid Weeks		50,745		53,356		(4.9%)
End of Period Subscribers(2)
End of Period Digital Subscribers		3,190		3,329		(4.2%)
End of Period Workshops + Digital Subscribers		566		720		(21.4%)
End of Period Clinical Subscribers		81		37		119.8%
Total End of Period Subscribers		3,837		4,086		(6.1%)
Note: Totals may not sum due to rounding.
(1) 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 the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for the Company’s Clinical offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks.
(2) 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 subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
OPERATIONAL STATISTICS
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
		Six Months Ended
		June 29,		July 1,		Variance
		2024		2023
Paid Weeks(1)
Digital Paid Weeks		84,298		84,047		0.3%
Workshops + Digital Paid Weeks		16,106		19,906		(19.1%)
Clinical Paid Weeks		2,123		355		497.9%
Total Paid Weeks		102,527		104,308		(1.7%)
End of Period Subscribers(2)
End of Period Digital Subscribers		3,190		3,329		(4.2%)
End of Period Workshops + Digital Subscribers		566		720		(21.4%)
End of Period Clinical Subscribers		81		37		119.8%
Total End of Period Subscribers		3,837		4,086		(6.1%)
Note: Totals may not sum due to rounding.
(1) 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 the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for the Company’s Clinical offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks.
(2) 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 subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
														Q2 2024 Variance
																	2024
																	Constant
		Q2 2024									Q2 2023			2024			Currency
					Currency			Constant						vs			vs
		GAAP			Adjustment			Currency			GAAP			2023			2023
Selected Financial Data
Total Revenues		$	202,073		$	653		$	202,726		$	226,830		(10.9	%)		(10.6	%)
Digital Subscription Revenues(1)		$	134,551		$	560		$	135,111		$	147,381		(8.7	%)		(8.3	%)
Workshops + Digital Subscription Revenues(2)		$	45,682		$	82		$	45,764		$	57,167		(20.1	%)		(19.9	%)
Clinical Subscription Revenues(3)		$	19,723		$	—		$	19,723		$	7,592		159.8	%		159.8	%
Subscription Revenues(4)		$	199,956		$	643		$	200,599		$	212,140		(5.7	%)		(5.4	%)
Other Revenues(5)		$	2,117		$	10		$	2,127		$	14,690		(85.6	%)		(85.5	%)
Note: Totals may not sum due to rounding.
(1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings.
(2) “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings.
(3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
(4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”.
(5) “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
															YTD 2024 Variance
																		2024
																		Constant
		YTD 2024										YTD 2023			2024			Currency
					Currency				Constant						vs			vs
		GAAP			Adjustment				Currency			GAAP			2023			2023
Selected Financial Data
Total Revenues		$	408,621		$	(130	)		$	408,491		$	468,724		(12.8	%)		(12.9	%)
Digital Subscription Revenues(1)		$	272,185		$	(43	)		$	272,142		$	296,725		(8.3	%)		(8.3	%)
Workshops + Digital Subscription Revenues(2)		$	93,352		$	(85	)		$	93,267		$	118,855		(21.5	%)		(21.5	%)
Clinical Subscription Revenues(3)		$	38,475		$	—			$	38,475		$	7,592		406.8	%		406.8	%
Subscription Revenues(4)		$	404,012		$	(127	)		$	403,885		$	423,172		(4.5	%)		(4.6	%)
Other Revenues(5)		$	4,609		$	(3	)		$	4,606		$	45,552		(89.9	%)		(89.9	%)
Note: Totals may not sum due to rounding.
(1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings.
(2) “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings.
(3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
(4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”.
(5) “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
																																							Q2 2024 Variance
																																													2024 Constant Currency
																																										2024						2024
		Q2 2024																								Q2 2023																Adjusted						Adjusted
																						Adjusted																	2024			vs			2024			vs
															Currency			Constant				Constant																	vs			2023			vs			2023
		GAAP				Adjustment					Adjusted				Adjustment			Currency				Currency				GAAP				Adjustment					Adjusted				2023			Adjusted			2023			Adjusted
Selected Financial Data
Gross Profit		$	137,294			$	(102	)	(1)		$	137,192			$	505		$	137,799			$	137,697			$	143,180			$	659		(4)		$	143,839			(4.1	%)		(4.6	%)		(3.8	%)		(4.3	%)
Gross Margin			67.9	%								67.9	%						68.0	%			67.9	%			63.1	%								63.4	%
Selling, General and Administrative Expenses		$	47,665			$	(2,081	)	(2)		$	45,584			$	69		$	47,734			$	45,653			$	65,744			$	(6,877	)	(5)		$	58,867			(27.5	%)		(22.6	%)		(27.4	%)		(22.4	%)
Operating Income		$	35,933			$	1,979		(3)		$	37,912			$	282		$	36,215			$	38,193			$	26,317			$	7,536		(6)		$	33,853			36.5	%		12.0	%		37.6	%		12.8	%
Operating Income Margin			17.8	%								18.8	%						17.9	%			18.8	%			11.6	%								14.9	%
Note: Totals may not sum due to rounding.
(1) Excludes the impact of the reversal of $102 of charges associated with the Company's previously disclosed 2023 restructuring plan.
(2) Excludes the net impact of $2,012 of charges associated with the Company's previously disclosed 2023 restructuring plan and $69 of charges associated with the Company's previously disclosed 2022 restructuring plan.
(3) Excludes (a) the impact of the reversal of $102 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and (b) the net impact of $2,012 of charges associated with the Company's previously disclosed 2023 restructuring plan and $69 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to selling, general and administrative expenses, respectively.
(4) Excludes the net impact of $532 of charges associated with the Company's previously disclosed 2023 restructuring plan, $40 of charges associated with the Company's previously disclosed 2022 restructuring plan, $103 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $16 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
(5) Excludes the net impact of $1,252 of charges associated with the Company's previously disclosed 2023 restructuring plan, $778 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan, and the impact of $4,886 of acquisition transaction costs.
(6) Excludes (i) the net impact of (a) $532 of charges and $1,252 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) $40 of charges and $778 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (c) $103 of charges and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (d) the reversal of $16 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $4,886 of acquisition transaction costs recorded to selling, general and administrative expenses.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
																																						YTD 2024 Variance
																																												2024 Constant Currency
																																									2024						2024
		YTD 2024																								YTD 2023															Adjusted						Adjusted
																						Adjusted																2024			vs			2024			vs
														Currency				Constant				Constant																vs			2023			vs			2023
		GAAP				Adjustment				Adjusted				Adjustment				Currency				Currency				GAAP				Adjustment				Adjusted				2023			Adjusted			2023			Adjusted
Selected Financial Data
Gross Profit		$	275,094			$	2,353		(1)	$	277,447			$	(70	)		$	275,024			$	277,377			$	262,691			$	19,276		(5)	$	281,967			4.7	%		(1.6	%)		4.7	%		(1.6	%)
Gross Margin			67.3	%							67.9	%							67.3	%			67.9	%			56.0	%							60.2	%
Selling, General and Administrative Expenses		$	106,647			$	(5,363	)	(2)	$	101,284			$	(57	)		$	106,590			$	101,227			$	125,604			$	(14,638	)	(6)	$	110,966			(15.1	%)		(8.7	%)		(15.1	%)		(8.8	%)
Operating Loss		$	(233,399	)		$	265,704		(3)	$	32,305			$	18			$	(233,381	)		$	32,428		(4)	$	(2,266	)		$	33,914		(7)	$	31,648			10,195.1	%		2.1	%		10,194.3	%		2.5	%
Operating Loss Margin			(57.1	%)							7.9	%							(57.1	%)			7.9	%			(0.5	%)							6.8	%
Note: Totals may not sum due to rounding.
(1) Excludes the net impact of $2,328 of charges associated with the Company's previously disclosed 2023 restructuring plan and $25 of charges associated with the Company's previously disclosed 2022 restructuring plan.
(2) Excludes the net impact of $5,075 of charges associated with the Company's previously disclosed 2023 restructuring plan and $288 of charges associated with the Company's previously disclosed 2022 restructuring plan.
(3) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively, and (ii) the net impact of (a) $2,328 of charges and $5,075 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (b) $25 of charges and $288 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.
(4) Includes $104 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $4,074, $2,328 and $155 related to its Australia, New Zealand and United Kingdom units of account, respectively.
(5) Excludes the net impact of $19,425 of charges associated with the Company's previously disclosed 2023 restructuring plan, the reversal of $223 of charges associated with the Company's previously disclosed 2022 restructuring plan, $96 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $22 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
(6) Excludes the net impact of $4,991 of charges associated with the Company's previously disclosed 2023 restructuring plan, $1,081 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan, and the impact of $8,605 of acquisition transaction costs.
(7) Excludes (i) the net impact of (a) $19,425 of charges and $4,991 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) the reversal of $223 of charges and $1,081 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (c) $96 of charges and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (d) the reversal of $22 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $8,605 of acquisition transaction costs recorded to selling, general and administrative expenses.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS)
UNAUDITED
			Three Months Ended								Six Months Ended
			June 29,				July 1,				June 29,				July 1,
				2024				2023				2024				2023
Net Income (Loss)			$	23,269			$	50,828			$	(324,633	)		$	(67,851	)
Interest				28,577				24,075				53,304				46,921
Taxes				(15,835	)			(48,066	)			39,613				19,515
Depreciation and Amortization				9,545				11,932				19,948				22,204
Stock-based Compensation				2,740				3,063				5,141				5,731
	EBITDAS		$	48,296			$	41,832			$	(206,627	)		$	26,520
Franchise Rights Acquired Impairments(1)				—				—				257,988				—
2023 Plan Restructuring Charges(2)				1,910				1,784				7,403				24,416
2022 Plan Restructuring Charges(3)				69				818				313				858
2021 Plan Restructuring Charges(4)				—				64				—				57
2020 Plan Restructuring Charges(5)				—				(16	)			—				(22	)
Acquisition Transaction Costs(6)				—				4,886				—				8,605
	Adjusted EBITDAS		$	50,275			$	49,368			$	59,077			$	60,434
Note: Totals may not sum due to rounding.
(1) Impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively.
(2) Charges associated with the Company's previously disclosed 2023 restructuring plan.
(3) Charges associated with the Company's previously disclosed 2022 restructuring plan.
(4) Charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
(5) The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
(6) Certain non-recurring transaction costs in connection with the Company's acquisition of Sequence.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT RATIOS)
UNAUDITED
																		Trailing Twelve
		Q3 2023				Q4 2023				Q1 2024				Q2 2024				Months
Net Debt to Adjusted EBITDAS
Net Income (Loss)		$	43,731			$	(88,135	)		$	(347,902	)		$	23,269			$	(369,037	)
Interest			24,508				24,464				24,727				28,577				102,276
Taxes			(38,447	)			57,556				55,448				(15,835	)			58,722
Depreciation and Amortization			13,428				10,007				10,403				9,545				43,383
Stock-based Compensation			3,225				2,346				2,402				2,740				10,713
	EBITDAS	$	46,445			$	6,238			$	(254,922	)		$	48,296			$	(153,943	)
Franchise Rights Acquired and Goodwill Impairments			—				3,633		(1)		257,988		(2)		—				261,621
2023 Plan Restructuring Charges (3)			6,187				23,140				5,493				1,910				36,730
2022 Plan Restructuring Charges (4)			(212	)			489				244				69				590
	Adjusted EBITDAS	$	52,420			$	33,500			$	8,803			$	50,275			$	144,998
Total Debt																		$	1,428,553
Less: Cash																			42,709
	Net Debt																	$	1,385,844
	Total Debt to Net Loss																		(3.9	)	X
	Net Debt to Adjusted EBITDAS																		9.6		X
Note: Totals may not sum due to rounding.
(1) Impairment charges of the Company's goodwill of $2,383 and $1,203 related to its Republic of Ireland and Northern Ireland reporting units, respectively, and the impairment charge of the Company's franchise rights acquired of $47 related to its Northern Ireland unit of account.
(2) Impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively.
(3) Charges associated with the Company's previously disclosed 2023 restructuring plan.
(4) The reversal of charges or charges, as applicable, associated with the Company's previously disclosed 2022 restructuring plan.

WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN MILLIONS)
UNAUDITED
		Full Year 2024
		Operating Income Guidance Reconciliation
Operating Loss		$	(180.7	)
Net Restructuring Charges(1)		$	(22.7	)
Franchise Rights Acquired Impairments(2)		$	(258.0	)
Adjusted Operating Income		$	100.0
(1) Reflects the net restructuring charges incurred in the first half of fiscal 2024 related to the Company's previously disclosed 2023 restructuring plan and 2022 restructuring plan, in addition to anticipated restructuring charges in the second half of fiscal 2024 in the high end of the restructuring charges range related to the 2024 restructuring plan.
(2) Reflects the impairment charges of the Company's franchise rights acquired related to its United States, Australia, New Zealand and United Kingdom units of account in the first quarter of fiscal 2024.