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 Digital 360 and Personal Coaching + Digital. Our "Workshops
+ Digital" (formerly known as "Studio + Digital") business refers to providing
unlimited access to our workshops combined with our digital subscription product
offerings to commitment plan subscribers. It 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 2017" refers to our fiscal year ended December 30, 2017;


  • "fiscal 2018" refers to our fiscal year ended December 29, 2018;


  • "fiscal 2019" refers to our fiscal year ended December 28, 2019;

• "fiscal 2020" refers to our fiscal year ended January 2, 2021 (included a


        53rd week);


  • "fiscal 2021" refers to our fiscal year ended January 1, 2022;


  • "fiscal 2022" refers to our fiscal year ended December 31, 2022;


  • "fiscal 2023" refers to our fiscal year ended December 30, 2023;


  • "fiscal 2024" refers to our fiscal year ended December 28, 2024;

• "fiscal 2025" refers to our fiscal year ended January 3, 2026 (includes a


        53rd week); and


  • "fiscal 2026" refers to our fiscal year ended January 2, 2027.

The following terms used in this Quarterly Report on Form 10-Q are our trademarks: Digital 360TM, myWW® and Weight Watchers®.



You should read the following discussion in conjunction with our Annual Report
on Form 10-K for fiscal 2020 as amended 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").


                                       25

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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. Gross profit, gross profit margin, operating income and operating income
margin are discussed in this Quarterly Report on Form 10-Q both as reported (on
a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect
to the first quarter of fiscal 2021 to exclude the impact of the charges
associated with our previously disclosed 2021 organizational restructuring plan
and with respect to the first quarter of fiscal 2020 to exclude the impact of
the impairment charge for our goodwill related to our Brazil reporting unit. We
generally refer to such non-GAAP measures as excluding or adjusting for the
impact of the 2021 restructuring charges and the goodwill impairment charge. We
also 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"); earnings before interest, taxes,
depreciation, amortization, stock-based compensation, restructuring charges and
goodwill impairment ("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. See "-Liquidity and Capital
Resources-EBITDAS, Adjusted EBITDAS and Net Debt" for the reconciliations of
these non-GAAP financial measures to the most comparable GAAP financial measure
in each case. 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



For a discussion of the 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 2020 as amended. Our critical accounting policies have not changed since
the end of fiscal 2020.

PERFORMANCE INDICATORS

Our management team regularly reviews and analyzes a number of financial and
operating metrics, including the key performance indicators listed below, in
order to manage our business, measure our performance, identify trends affecting
our business, determine the allocation of resources, make decisions regarding
corporate strategies and assess the quality and potential variability of our
cash flows and earnings. We also believe that these key performance indicators
are useful to both management and investors for forecasting purposes and to
facilitate comparisons to our historical operating results. These metrics are
supplemental to our GAAP results and include operational measures.

• Revenues-Our "Subscription Revenues" consist of "Digital Subscription

Revenues" and "Workshops + Digital Fees" (formerly known as "Studio +

Digital Fees"). "Digital Subscription Revenues" consist of the fees

associated with subscriptions for our Digital offerings, including Digital

360 and Personal Coaching + Digital. "Workshops + 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 via e-commerce, in studios and through our trusted partners,

revenues from licensing and publishing, other revenues (including revenues

from the WW Presents: Oprah's 2020 Vision tour), and, in the case of the

consolidated financial results and Other reportable segment, franchise


        fees with respect to commitment plans and royalties.



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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 Digital 360 and Personal Coaching + Digital);

(ii) "Workshops + Digital Paid Weeks" (formerly known as "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 Workshops +

Digital Paid Weeks.

• Incoming Subscribers-"Subscribers" refer to Digital subscribers and

Workshops + 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 Digital 360 and Personal Coaching + Digital,

subscribers; (ii) "Incoming Workshops + Digital Subscribers" (formerly

known as "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 Workshops + Digital Subscribers.
        Recruitment and retention are key drivers for this metric.

• 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 Digital 360 and Personal Coaching + Digital,
        subscribers; (ii) "End of Period Workshops + Digital Subscribers"
        (formerly known as "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 Workshops +


        Digital Subscribers. Recruitment and retention are key drivers for this
        metric.


  • Gross profit and operating expenses as a percentage of revenue.


COVID-19 PANDEMIC



The novel coronavirus (COVID-19) pandemic continues to impact our business
operations and the markets in which we operate. While the outbreak of COVID-19
did not have a significant effect on our reported results for the first quarter
of fiscal 2020, it did have a significant effect on our reported results for the
remainder of fiscal 2020 and the first quarter of fiscal 2021. The number of End
of Period Subscribers for the first quarter of fiscal 2021 decreased 1.5% versus
the prior year period. The challenging COVID-19 environment for our Workshops +
Digital business drove a significant decrease in End of Period Workshops +
Digital Subscribers for the first quarter of fiscal 2021 versus the prior year
period, which was partially offset by the increase in End of Period Digital
Subscribers. The negative impact of COVID-19 is expected to continue to
significantly impact the Workshops + Digital business in the second quarter of
fiscal 2021 and potentially in subsequent periods.

The extent to which our operations and business trends will continue in future
periods to be impacted by, and any unforeseen costs will result from, the
ongoing outbreak of COVID-19 and any virus variants will depend largely on
future developments, which are highly uncertain and cannot be accurately
predicted. These developments include, among other things, new information that
may emerge concerning the severity of the outbreak, health implications and
vaccine availability, actions by government authorities to contain the outbreak
or treat its impact, and changes in consumer behavior resulting from the
outbreak and such government actions. We continue to actively monitor the
ongoing global outbreak of COVID-19 and its impact and related developments and
expect that it will significantly impact our reported results for the first half
of fiscal 2021 and may potentially do so in subsequent periods.

In response to the public health crisis posed by COVID-19, in March 2020, we
suspended our in-person workshops and moved quickly to transition these
workshops to an entirely virtual experience. In June 2020, we began a phased
re-opening with reduced operations of a limited number of our studio locations.
We continue to evolve our workshop strategy as we evaluate our cost structure
and respond to shifting consumer sentiment. We are selectively resuming
in-person workshops where we can in a cost-efficient manner that promotes the
health and safety of our employees and members. However, during these uncertain
times, we may need to close re-opened studios, may not be able to open studios
as planned or may need to further reduce operations. We continue to serve our
members virtually, both via our Digital business and through virtual workshops
now available to our Workshops + Digital subscribers. Nevertheless, our business
operations, recruitment trends with respect to our Workshops + Digital business
and in-studio product sales remain substantially affected by our reduced
operations. We expect that applicable regulatory restrictions, including
continued or reinstated stay-at-home requirements and restrictions on in-person
group gatherings, may impact our studio operations, including how we conduct our
in-person workshops.


                                       27

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As we continue to address the impact of the pandemic, and the related evolving
legal and consumer landscape, we are focused on how to best meet our members'
and consumers' needs as restrictions are lifted or reinstated. We consolidated
certain of our studios into branded studio locations and continue to close
certain other branded studio locations. The decision to re-open a studio
location, if at all, or further consolidate studio locations, will be influenced
by a number of factors, including applicable legal restrictions, consumer
confidence and preferences, changes in consumer behavior, and the protection of
the health and safety of our employees and members, and will be dependent on
cost efficiencies and alignment with our digital and brand strategy. The current
number of our studio locations is significantly lower than that prior to the
pandemic, and we expect it to remain below pre-COVID-19 levels. As a result, we
have incurred and will incur significant costs associated with our real estate
realignment.

While we expect the effects of the pandemic and the related responses to
negatively impact our results of operations, cash flows and financial position,
the uncertainty of the full extent of the duration and severity of the economic
and operational impacts of COVID-19 means we cannot reasonably estimate the
related financial impact at this time. For more information, see "Item 1A. Risk
Factors" in Part I of our Annual Report on Form 10-K for fiscal 2020 as amended.
We continue to believe that our powerful communities and our ability to inspire
people to adopt healthy habits will be invaluable to people across the globe as
they continue to acclimate to new social and economic environments, and that
they uniquely position us in the markets in which we operate.


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RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 3, 2021 COMPARED TO THE THREE MONTHS ENDED MARCH 28, 2020



The table below sets forth selected financial information for the first quarter
of fiscal 2021 from our consolidated statements of net income for the three
months ended April 3, 2021 versus selected financial information for the first
quarter of fiscal 2020 from our consolidated statements of net income for the
three months ended March 28, 2020.

                       Summary of Selected Financial Data



                                             (In millions, except per share amounts)
                                                   For The Three Months Ended
                                                                                                                   % Change
                                                                                  Increase/            %           Constant
                                     April 3, 2021         March 28, 2020         (Decrease)        Change         Currency
Revenues, net                       $         331.8       $          400.4       $      (68.6 )         (17.1 %)       (19.7 %)
Cost of revenues                              138.4                  189.4              (51.0 )         (26.9 %)       (28.6 %)
Gross profit                                  193.4                  211.0              (17.6 )          (8.3 %)       (11.8 %)
Gross Margin %                                 58.3 %                 52.7 %

Marketing expenses                            116.9                  117.9               (1.0 )          (0.8 %)        (4.1 %)

Selling, general & administrative


  expenses                                     73.7                   64.5                9.1            14.2 %         12.3 %
Goodwill impairment                               -                    3.7               (3.7 )        (100.0 %)      (100.0 %)
Operating income                                2.8                   24.9              (22.0 )         (88.6 %)       (97.4 %)
Operating Income Margin %                       0.9 %                  6.2 %

Interest expense                               29.1                   31.6               (2.4 )          (7.7 %)        (7.7 %)
Other (income) expense, net                    (0.2 )                  0.0               (0.3 )         100.0 %  *     100.0 %  *
Loss before income taxes                      (26.1 )                 (6.7 )            (19.3 )       100.0   %  *     100.0 %  *

Benefit from income taxes                      (7.8 )                 (0.7 )             (7.2 )         100.0 %  *     100.0 %  *
Net loss                                      (18.2 )                 (6.1 )            (12.2 )         100.0 %  *     100.0 %  *

Net income attributable to the


  noncontrolling interest                         -                   (0.0 )              0.0          (100.0 %)      (100.0 %)

Net loss attributable to


  WW International, Inc.            $         (18.2 )     $           (6.1 

) $ (12.2 ) 100.0 % * 100.0 % *

Weighted average diluted shares


  outstanding                                  69.1                   67.4                1.6             2.4 %          2.4 %
Diluted loss per share              $         (0.26 )     $          (0.09 )     $      (0.17 )         100.0 %  *     100.0 %  *



Note: Totals may not sum due to rounding.

*Note: Percentage in excess of 100.0%.






                                       29

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Certain results for the first quarter of fiscal 2021 are adjusted to exclude the
impact of the $5.5 million of 2021 restructuring charges. See "Non-GAAP
Financial Measures" above. The table below sets forth a reconciliation of
certain of those components of our selected financial data for the three months
ended April 3, 2021 which have been adjusted.



                                                               Gross                        Operating
                                                 Gross        Profit        Operating        Income
(in millions except percentages)                 Profit       Margin         Income          Margin
First Quarter of Fiscal 2021                    $  193.4          58.3 %   $       2.8             0.9 %
Adjustments to reported amounts (1)
2021 restructuring charges                           5.2                    

5.5


Total adjustments (1)                                5.2                    

5.5

First Quarter of Fiscal 2021, as adjusted (1) $ 198.6 59.9 % $ 8.4

             2.5 %




Note: Totals may not sum due to rounding.

(1) The "As adjusted" measure is a non-GAAP financial measure that adjusts the

consolidated statements of net income for the first quarter of fiscal 2021 to


    exclude the impact of the $5.5 million ($4.1 million after tax) of 2021
    restructuring charges. See "Non-GAAP Financial Measures" above for an
    explanation of our use of non-GAAP financial measures.


Certain results for the first quarter of fiscal 2020 are adjusted to exclude the
impact of the $3.7 million impairment charge for goodwill related to our Brazil
reporting unit. See "Non-GAAP Financial Measures" above. The table below sets
forth a reconciliation of certain of those components of our selected financial
data for the three months ended March 28, 2020 which have been adjusted.



                                                                 Operating
                                                 Operating        Income
(in millions except percentages)                  Income          Margin
First Quarter of Fiscal 2020                    $      24.9             6.2 %
Adjustments to reported amounts (1)
Goodwill impairment                                     3.7
Total adjustments (1)                                   3.7
First Quarter of Fiscal 2020, as adjusted (1)   $      28.5             7.1 %



Note: Totals may not sum due to rounding.

(1) The "As adjusted" measure is a non-GAAP financial measure that adjusts the

consolidated statements of net income for the first quarter of fiscal 2020 to

exclude the impact of the $3.7 million ($2.7 million after tax) impairment

charge for goodwill related to our Brazil reporting unit. See "Non-GAAP

Financial Measures" above for an explanation of our use of non-GAAP financial


    measures.


Consolidated Results

Revenues

Revenues in the first quarter of fiscal 2021 were $331.8 million, a decrease of
$68.6 million, or 17.1%, versus the first quarter of fiscal 2020. Excluding the
impact of foreign currency, which positively impacted our revenues for the first
quarter of fiscal 2021 by $10.4 million, revenues in the first quarter of fiscal
2021 would have decreased 19.7% versus the prior year period. This decrease was
driven primarily by lower revenues related to Workshops + Digital Fees and
in-studio product sales as a result of the closure of our studios and reduced
operations related to the COVID-19 pandemic. In North America, revenue also
declined as we cycled against the revenues from the WW Presents: Oprah's 2020
Vision tour. See "-Segment Results" for additional details on revenues.

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Cost of Revenues and Gross Profit



Total cost of revenues in the first quarter of fiscal 2021 decreased $51.0
million, or 26.9%, versus the prior year period. Excluding the impact of $5.2
million of 2021 restructuring charges, total cost of revenues in the first
quarter of fiscal 2021 would have decreased by 29.7%, or 31.3% on a constant
currency basis, versus the prior year period. Gross profit decreased $17.6
million, or 8.3%, in the first quarter of fiscal 2021 compared to the first
quarter of fiscal 2020. Excluding the impact of foreign currency, which
positively impacted gross profit for the first quarter of fiscal 2021 by $7.2
million, gross profit in the first quarter of fiscal 2021 would have decreased
11.8% versus the prior year period. Excluding the impact of $5.2 million of 2021
restructuring charges, gross profit in the first quarter of fiscal 2021 would
have decreased by 5.9%, or 9.3% on a constant currency basis, versus the prior
year period primarily due to the decrease in revenues. Gross margin in the first
quarter of fiscal 2021 increased 5.6% to 58.3% versus 52.7% in the first quarter
of fiscal 2020. Excluding the impact of foreign currency, gross margin in the
first quarter of fiscal 2021 would have increased 5.2% to 57.9% versus the prior
year period. Excluding the impact of the 2021 restructuring charges, gross
margin in the first quarter of fiscal 2021 would have increased 7.2% to 59.9%
versus the prior year period. Excluding the impact of both foreign currency and
the 2021 restructuring charges, gross margin in the first quarter of fiscal 2021
would have increased 6.8% to 59.5% versus the prior year period. Gross margin
increase was driven primarily by a mix shift to our higher margin Digital
business and cycling against the net profit from the WW Presents: Oprah's 2020
Vision tour as a percentage of revenue, offset in part by a contraction of
margins in the Workshops + Digital business and lower margins related to
consumer product sales.

Marketing



Marketing expenses in the first quarter of fiscal 2021 decreased $1.0 million,
or 0.8%, versus the first quarter of fiscal 2020. Excluding the impact of
foreign currency, which increased marketing expenses for the first quarter of
fiscal 2021 by $3.9 million, marketing expenses in the first quarter of fiscal
2021 would have decreased 4.1% versus the first quarter of fiscal 2020. This
decrease in marketing expenses was primarily due to fiscal 2020 including a 53rd
week, which bridged the last week of December 2020 and ended on January 2, 2021.
This 53rd week had a high concentration of advertising spending and thus pushed
a portion of the marketing expense into the fourth quarter of fiscal 2020.
Marketing expenses as a percentage of revenue for the first quarter of fiscal
2021 increased to 35.2% from 29.5% for the first quarter of fiscal 2020.

Selling, General and Administrative



Selling, general and administrative expenses in the first quarter of fiscal 2021
increased $9.1 million, or 14.2%, versus the first quarter of fiscal 2020.
Excluding the impact of foreign currency, which increased selling, general and
administrative expenses for the first quarter of fiscal 2021 by $1.2 million,
selling, general and administrative expenses in the first quarter of fiscal 2021
would have increased 12.3% versus the prior year period. Excluding the impact of
the $0.3 million of 2021 restructuring charges, selling, general and
administrative expenses in the first quarter of fiscal 2021 would have increased
by 13.7%, or 11.8% on a constant currency basis, versus the prior year
period. The increase in selling, general and administrative expenses in the
first quarter of fiscal 2021 was driven primarily by the timing of bonus payouts
and related costs in fiscal 2021 and the negative impact of COVID-19 on our
bonus payout for fiscal 2020. Selling, general and administrative expenses as a
percentage of revenue for the first quarter of fiscal 2021 increased to 22.2%
from 16.1% for the first quarter of fiscal 2020.

Impairment



For the first quarter of fiscal 2020, in performing our interim impairment
analysis for our Brazil reporting unit, we determined that, based on the fair
values calculated, the carrying amount of goodwill related to our Brazil
reporting unit exceeded our fair value and recorded an impairment charge of $3.7
million.

Operating Income

Operating income in the first quarter of fiscal 2021 decreased $22.0 million, or
88.6%, versus the prior year period. Excluding the impact of foreign currency,
which positively impacted operating income for the first quarter of fiscal 2021
by $2.2 million, operating income in the first quarter of fiscal 2021 would have
decreased 97.4% versus the prior year period. Excluding the impact of the $5.5
million of 2021 restructuring charges in the first quarter of fiscal 2021 and
the $3.7 million goodwill impairment charge related to our Brazil reporting unit
in the first quarter of fiscal 2020, operating income in the first quarter of
fiscal 2021 would have decreased by 70.7%, or 78.3% on a constant currency
basis, versus the prior year period. Operating income margin in the first
quarter of fiscal 2021 decreased 5.4% to 0.9% versus 6.2% in the first quarter
of fiscal 2020. Excluding the impact of the 2021 restructuring charges in the
first quarter of fiscal 2021 and the goodwill impairment charge in the first
quarter of fiscal 2020, operating income margin in the first quarter of fiscal
2021 would have decreased by 4.6%, or 5.2% on a constant currency basis, versus
the prior year period. The decrease in operating income margin was driven
primarily by an increase in selling, general and administrative expenses as a
percentage of revenue and an increase in marketing expenses as a percentage of
revenue, partially offset by an increase in gross margin, versus the prior year
period.


                                       31

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Interest Expense

Interest expense in the first quarter of fiscal 2021 decreased $2.4 million, or
7.7%, versus the first quarter of fiscal 2020. 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 quarter of fiscal
2021 and the first quarter of fiscal 2020 and excluding the impact of our
interest rate swaps then in effect, decreased to 6.59% per annum at the end of
the first quarter of fiscal 2021 from 7.54% per annum at the end of the first
quarter of fiscal 2020. Including the impact of our interest rate swaps then 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 quarter of fiscal 2021 and the first
quarter of fiscal 2020, decreased to 7.56% per annum at the end of the first
quarter of fiscal 2021 from 7.82% per annum at the end of the first quarter of
fiscal 2020. 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 (Income) Expense, Net



Other (income) expense, net, which consists primarily of the impact of foreign
currency on intercompany transactions, changed by $0.3 million in the first
quarter of fiscal 2021 to $0.2 million of income as compared to $0.0 million of
expense in the prior year period.

Tax



Our effective tax rate in the first quarter of fiscal 2021 was 30.0% as compared
to 9.7% in the first quarter of fiscal 2020. The effective tax rate in the first
quarter of fiscal 2021 was impacted by state income tax expense and tax expense
from income earned in foreign jurisdictions, partially offset by a tax benefit
related to foreign-derived intangible income and a tax benefit related to tax
windfalls from stock compensation. The effective tax rate in the first quarter
of fiscal 2020 was impacted by an impairment of our Brazil reporting unit which
had a full valuation allowance, tax expense related to global intangible
low-taxed income and state income tax expense, partially offset by a tax
benefit from income earned in foreign jurisdictions.

Net Loss Attributable to the Company and Loss Per Share



Net loss attributable to the Company in the first quarter of fiscal 2021 of
$18.2 million, increased $12.2 million, or 200.6%, from the net loss
attributable to the Company in the first quarter of fiscal 2020 of $6.1 million.
Excluding the impact of foreign currency, which positively impacted net loss
attributable to the Company in the first quarter of fiscal 2021 by $1.6 million,
net loss attributable to the Company in the first quarter of fiscal 2021 would
have increased 227.0% from the first quarter of fiscal 2020. Net loss
attributable to the Company in the first quarter of fiscal 2021 included a $4.1
million impact from 2021 restructuring charges. Net loss attributable to the
Company in the first quarter of fiscal 2020 included a $2.7 million impact from
the goodwill impairment charge related to our Brazil reporting unit.

Diluted net loss per share in the first quarter of fiscal 2021 was a loss of
$0.26 compared to a loss of $0.09 per share in the first quarter of fiscal
2020. Diluted net loss per share in the first quarter of fiscal 2021 included a
$0.06 impact from 2021 restructuring charges. Diluted net loss per share in the
first quarter of fiscal 2020 included a $0.05 impact from the goodwill
impairment charge related to our Brazil reporting unit.

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Segment Results

Metrics and Business Trends

The following tables set forth key metrics by reportable segment for the first
quarter of fiscal 2021 and the percentage change in those metrics versus the
prior year period:

(in millions except percentages and as noted)



                                                                                              Q1 2021
                                             GAAP                                       Constant Currency
                                             Product                                           Product                        Total
                         Subscription        Sales &         Total         Subscription        Sales &         Total           Paid          Incoming              EOP
                           Revenues           Other         Revenues         Revenues           Other         Revenues        Weeks         Subscribers        Subscribers
                                                                                                                                                    (in thousands)
North America            $       187.0      $    34.3      $    221.3      $       186.3      $    34.2      $    220.5          40.1            2,822.3            3,160.5
CE                                69.9           12.0            81.9               63.8           11.0            74.8          17.1            1,179.6            1,349.1
UK                                15.0            4.1            19.1               13.9            3.8            17.7           4.4              323.5              340.3
Other (1)                          8.0            1.5             9.5                7.1            1.4             8.5           1.4               97.7              107.0
Total                    $       279.8      $    52.0      $    331.8      $       271.0      $    50.4      $    321.4          63.1            4,423.0            4,956.9

                                                                                    % Change Q1 2021 vs. Q1 2020
North America                    (18.4 %)       (37.0 %)        (22.0 %)           (18.7 %)       (37.3 %)        (22.3 %)       (5.3 %)             3.7 %             (2.8 %)
CE                                 2.5 %          1.8 %           2.4 %             (6.5 %)        (7.0 %)         (6.5 %)        6.8 %             11.3 %              6.8 %
UK                               (19.9 %)       (35.3 %)        (23.8 %)    

(25.7 %) (39.7 %) (29.2 %) (19.2 %) (10.5 %)

           (15.8 %)
Other (1)                         (7.1 %)       (49.7 %)        (18.2 %)           (17.9 %)       (54.1 %)        (27.4 %)       (7.2 %)            (4.3 %)            (7.8 %)
Total                            (13.8 %)       (31.3 %)        (17.1 %)           (16.5 %)       (33.4 %)        (19.7 %)       (3.5 %)             4.2 %             (1.5 %)


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)



                                                                                                        Q1 2021
                                                                                                                                                     Workshops          Incoming              EOP
                      Digital Subscription Revenues           Digital        Incoming             EOP             Workshops + Digital Fees           + Digital          Workshops          Workshops
                                            Constant           Paid           Digital           Digital                             Constant            Paid            + Digital          + Digital
                      GAAP                  Currency           Weeks        Subscribers       Subscribers         GAAP              Currency           Weeks           Subscribers        Subscribers
                                                                                   (in thousands)                                                                              (in thousands)
North America    $         132.1         $         131.6          33.5           2,334.1           2,630.7     $      54.9         $      54.7               6.7              488.2              529.8
CE                          58.9                    53.8          15.5           1,059.9           1,237.8            10.9                10.0               1.5              119.7              111.3
UK                           9.8                     9.1           3.4             235.0             267.2             5.2                 4.8               1.0               88.5               73.0
Other (1)                    5.2                     4.6           1.1              74.0              81.7             2.7                 2.5               0.3               23.7               25.3
Total            $         206.1         $         199.0          53.5           3,703.0           4,217.5     $      73.8         $      72.0               9.6              720.0              739.5

                                                                                             % Change Q1 2021 vs. Q1 2020
North America               13.5 %                  13.1 %        13.8 %            24.8 %            13.8 %         (51.3 %)            (51.5 %)          (48.6 %)           (42.7 %)           (43.6 %)
CE                          26.3 %                  15.3 %        20.0 %            22.8 %            19.9 %         (49.2 %)            (53.6 %)          (49.6 %)           (39.1 %)           (51.8 %)
UK                          29.5 %                  20.1 %        17.9 %            23.9 %            21.0 %         (53.6 %)            (56.9 %)          (60.2 %)           (48.5 %)           (60.1 %)
Other (1)                   31.8 %                  15.7 %        15.2 %            20.1 %            13.2 %         (40.6 %)            (46.9 %)          (42.8 %)           (41.5 %)           (42.3 %)
Total                       18.1 %                  14.0 %        15.8 %            24.0 %            16.0 %         (50.9 %)            (52.1 %)          (50.1 %)           (42.9 %)           (47.1 %)

Note: Totals may not sum due to rounding.

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


    franchise revenues.


                                       33

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North America Performance

The decrease in North America revenues in the first quarter of fiscal 2021
versus the prior year period was driven by both a decrease in Subscription
Revenues and a decrease in product sales and other. The decrease in Subscription
Revenues in the first quarter of fiscal 2021 versus the prior year period was
driven by a decrease in Workshops + Digital Fees, partially offset by an
increase in Digital Subscription Revenues. Workshops + Digital Fees were
negatively impacted by the significant recruitment decline in the first quarter
of fiscal 2021 driven by the closure of certain of our studios and the limited
reopening of others primarily related to the COVID-19 environment. The decrease
in North America Total Paid Weeks was driven primarily by lower recruitments in
the first quarter of fiscal 2021 versus the prior year period due to cycling
against the successful launch of the myWW program in the first quarter of fiscal
2020 and the COVID-19 environment.

The decrease in North America product sales and other in the first quarter of
fiscal 2021 versus the prior year period was driven primarily by a decrease in
in-studio product sales and the revenue received in connection with the WW
Presents: Oprah's 2020 Vision tour in the first quarter of fiscal 2020.

Continental Europe Performance



The increase in Continental Europe revenues in the first quarter of fiscal 2021
versus the prior year period was driven primarily by an increase in Subscription
Revenues. The increase in Subscription Revenues in the first quarter of fiscal
2021 versus the prior year period was driven by an increase in Digital
Subscription Revenues, partially offset by a decrease in Workshops + Digital
Fees. Workshops + Digital Fees were negatively impacted by the significant
recruitment decline in the first quarter of fiscal 2021 driven by the closure of
certain of our studios and the limited reopening of others primarily related to
the COVID-19 environment. The increase in Continental Europe Total Paid Weeks
was driven primarily by the higher number of Incoming Digital Subscribers at the
beginning of the first quarter of fiscal 2021 versus the beginning of the first
quarter of fiscal 2020 and higher Digital recruitments in the first quarter of
fiscal 2021 versus the prior year period.

The increase in Continental Europe product sales and other in the first quarter
of fiscal 2021 versus the prior year period was driven primarily by an increase
in e-commerce product sales.

United Kingdom Performance

The decrease in UK revenues in the first quarter of fiscal 2021 versus the prior
year period was driven by both a decrease in Subscription Revenues and a
decrease in product sales and other. The decrease in Subscription Revenues in
the first quarter of fiscal 2021 versus the prior year period was driven by a
decrease in Workshops + Digital Fees, partially offset by an increase in Digital
Subscription Revenues. Workshops + Digital Fees were negatively impacted by the
significant recruitment decline in the first quarter of fiscal 2021 driven by
the closure of certain of our studios and the limited reopening of others
primarily related to the COVID-19 environment. The decrease in UK Total Paid
Weeks was driven primarily by lower recruitments in the first quarter of fiscal
2021 versus the prior year period due to cycling against the successful launch
of the myWW program in the first quarter of fiscal 2020 and the COVID-19
environment.

The decrease in UK product sales and other in the first quarter of fiscal 2021
versus the prior year period was driven primarily by a decrease in in-studio
product sales.

Other Performance

The decrease in Other revenues in the first quarter of fiscal 2021 versus the
prior year period was driven by both a decrease in product sales and other and a
decrease in Subscription Revenues. The decrease in Subscription Revenues in the
first quarter of fiscal 2021 versus the prior year period was driven by a
decrease in Workshops + Digital Fees. Workshops + Digital Fees were negatively
impacted by the significant recruitment decline in the first quarter of fiscal
2021 driven by the closure of certain of our studios and the limited reopening
of others primarily related to the COVID-19 environment.

The decrease in Other product sales and other in the first quarter of fiscal 2021 versus the prior year period was driven primarily by a decrease in franchise commissions and a decrease in product sales.


                                       34

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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 currently believe that cash generated by
operations, our cash on hand of approximately $113.3 million at April 3, 2021,
our $173.8 million of availability under our New Revolving Credit Facility (as
defined below) and our continued cost focus will provide us with sufficient
liquidity to meet our obligations for the next twelve months. In addition, if
necessary, we have the flexibility to delay investments or reduce marketing
spend.

We continue to proactively manage our liquidity so we can maintain flexibility
to fund investments in our business, honor our long-term debt obligations, and
respond to evolving business and consumer conditions arising from the COVID-19
pandemic. To increase our flexibility and reduce our cash interest payments, we
refinanced our Terminated Credit Facilities and Discharged Senior Notes (each as
defined below) in April 2021. See "-Long-Term Debt-April 2021 Debt
Refinancing" for additional details on this refinancing. Additionally, we
instituted a number of measures throughout our operations to mitigate expenses
and reduce costs as well as ensure liquidity and the availability of our New
Revolving Credit Facility. The evolving nature, and uncertain economic impact,
of COVID-19 and any variants may impact our liquidity going forward. To the
extent that we do not successfully manage our costs, our liquidity and financial
results, as well as our ability to access our New Revolving Credit Facility, may
be adversely affected.

As market conditions warrant, we may, from time to time, seek to purchase our
outstanding debt securities or loans, including the Senior Secured Notes and
borrowings under the New 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, the incurrence
of new secured or unsecured debt, the issuance of our equity or the sale of
assets. 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.

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