ww-10ka_20210102.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

For the fiscal year ended January 2, 2021

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

For the transition period from to

Commission file number 001-16769

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	11-6040273
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 589-2700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	WW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☒	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 26, 2020 (based upon the closing price of $25.02 per share of common stock as of June 26, 2020, the last business day of the registrant’s second fiscal quarter of 2020, as quoted on The Nasdaq Stock Market LLC) was $1,194,189,688. For purposes of this computation, it is assumed that shares of common stock held by our directors, executive officers and certain shareholders as of June 26, 2020 would be deemed stock held by affiliates.

The number of shares of common stock outstanding as of February 1, 2021 was 68,983,051.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2021 annual meeting of shareholders are incorporated herein by reference in Part III, Items 10-14. Such Proxy Statement will be filed with the SEC no later than 120 days after the registrant’s fiscal year ended January 2, 2021.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of WW International, Inc. (the “Company”) for the fiscal year ended January 2, 2021, as filed with the Securities and Exchange Commission on February 25, 2021 (the “Original Filing”).

This Amendment is being filed solely to update the Report of Independent Registered Public Accounting Firm (the “Report”) to include a reference to the Company’s financial statement schedule which is listed in the index appearing under Item 8 of the Original Filing. Due to an inadvertent oversight by the Company’s independent registered public accounting firm, the reference to the financial statement schedule in the Report was omitted in the Original Filing. The updated Report does not modify PricewaterhouseCoopers LLP’s unqualified opinion on the Company’s consolidated financial statements included in the Original Filing.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment. In addition, the consent filed as Exhibit 23.1 to this Amendment is dated as of the filing date of this Amendment.

Other than as expressly described above, no changes have been made to the Original Filing. This Amendment does not reflect events occurring after the Original Filing.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Items 15(a) (1) & (2)

	Pages
Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets at January 2, 2021 and December 28, 2019	F-5

Consolidated Statements of Net Income for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018	F-6

Consolidated Statements of Comprehensive Income for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018	F-7

Consolidated Statements of Changes in Total Deficit for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018	F-8

Consolidated Statements of Cash Flows for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018	F-9

Notes to Consolidated Financial Statements	F-10

Schedule II—Valuation and Qualifying Accounts and Reserves for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018	S-1

All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of WW International, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of WW International, Inc. and its subsidiaries (the “Company”) as of January 2, 2021 and December 28, 2019, and the related consolidated statements of net income, of comprehensive income, of changes in total deficit and of cash flows for each of the three years in the period ended January 2, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 2, 2021 and December 28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended January 2, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 4 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-2

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Indefinite-Lived Franchise Rights Acquired Impairment Assessments - United States and Canada

As described in Notes 2 and 7 to the consolidated financial statements, goodwill associated with the United States and Canada reporting units was $103 million and $42 million, respectively, as of January 2, 2021, and the indefinite-lived franchise rights acquired for the United States and Canada was $681 million and $57 million, respectively, as of January 2, 2021. Management reviews goodwill and indefinite-lived franchise rights acquired for potential impairment on at least an annual basis or more often if events so require. Potential goodwill impairment is identified by comparing the estimated fair value of a reporting unit to its carrying value, and potential impairment of indefinite-lived franchise rights acquired is identified by comparing the estimated fair value for these rights to their carrying value. Fair value of goodwill is estimated by management using a discounted cash flow approach. Fair value of indefinite-lived franchise rights acquired is estimated by management using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Workshops + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. Management uses various assumptions to determine fair value, including revenue growth rates, operating income margin, market-based royalty rate, and discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill and indefinite-lived franchise rights acquired impairment assessments for the United States and Canada is a critical audit matter are the significant judgment by management when developing the fair value measurements; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and operating income margins.

F-3

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived franchise rights acquired impairment assessments, including controls over the valuation of the Company’s reporting units and indefinite-lived franchise rights acquired. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the United States and Canada reporting units and indefinite-lived franchise rights acquired for the United States and Canada, (ii) evaluating the appropriateness of the discounted cash flow approach and the relief from royalty methodology, (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow approach and relief from royalty methodology, and (iv) evaluating the significant assumptions used by management related to revenue growth rates and operating income margins. Evaluating management’s assumptions related to revenue growth rates and operating income margins involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting units and indefinite-lived franchise rights acquired and whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow approach and relief from royalty methodology.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 25, 2021

We have served as the Company’s auditor since 1999.

F-4

WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AT

(IN THOUSANDS)

	January 2,			December 28,
	2021			2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	165,887		$	182,736
Receivables (net of allowances: January 2, 2021 - $2,298 and December 28, 2019 - $1,813)		34,555			30,519
Inventories		39,456			27,204
Prepaid income taxes		20,028			8,395
Prepaid marketing and advertising		15,656			15,954
Prepaid expenses and other current assets		23,610			30,582
TOTAL CURRENT ASSETS		299,192			295,390
Property and equipment, net		51,935			54,066
Operating lease assets		119,102			151,983
Franchise rights acquired		765,850			753,445
Goodwill		155,617			157,916
Other intangible assets, net		59,709			59,031
Deferred income taxes		13,625			14,319
Other noncurrent assets		16,144			12,164
TOTAL ASSETS	$	1,481,174		$	1,498,314
LIABILITIES AND TOTAL DEFICIT
CURRENT LIABILITIES
Portion of long-term debt due within one year	$	77,000		$	96,250
Portion of operating lease liabilities due within one year		28,551			33,236
Accounts payable		23,052			29,064
Salaries and wages payable		58,047			66,656
Accrued marketing and advertising		15,556			14,815
Accrued interest		2,710			24,637
Other accrued liabilities		48,615			43,558
Derivative payable		28,283			21,597
Income taxes payable		7,810			3,644
Deferred revenue		50,475			60,613
TOTAL CURRENT LIABILITIES		340,099			394,070
Long-term debt, net		1,408,800			1,479,920
Long-term operating lease liabilities		101,561			128,464
Deferred income taxes		173,713			175,235
Other		5,212			2,446
TOTAL LIABILITIES		2,029,385			2,180,135
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest		0			3,722
TOTAL DEFICIT
Common stock, $0 par value; 1,000,000 shares authorized; 121,470 shares issued at January 2, 2021 and 120,352 shares issued at December 28, 2019		0			0
Treasury stock, at cost, 52,497 shares at January 2, 2021 and 52,933 shares at December 28, 2019		(3,140,903	)		(3,158,274	)
Retained earnings		2,617,841			2,500,083
Accumulated other comprehensive loss		(25,149	)		(27,352	)
TOTAL DEFICIT		(548,211	)		(685,543	)
TOTAL LIABILITIES AND TOTAL DEFICIT	$	1,481,174		$	1,498,314

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

F-5

WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME FOR THE FISCAL YEARS ENDED

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	January 2,		December 28,		December 29,
	2021		2019		2018
	(53 weeks)		(52 weeks)		(52 weeks)
Subscription revenues, net	$	1,186,489	$	1,207,266	$	1,273,196
Product sales and other, net		191,635		206,071		240,925
Revenues, net		1,378,124		1,413,337		1,514,121
Cost of subscription revenues		452,882		502,907		508,477
Cost of product sales and other		147,401		123,748		139,234
Cost of revenues		600,283		626,655		647,711
Gross profit		777,841		786,682		866,410
Marketing expenses		260,727		243,998		226,319
Selling, general and administrative expenses		297,287		254,699		251,106
Goodwill impairment		3,665		0		0
Operating income		216,162		287,985		388,985
Interest expense		123,310		135,267		142,346
Other expense, net		349		1,758		2,578
Income before income taxes		92,503		150,960		244,061
Provision for income taxes		17,462		31,513		20,493
Net income		75,041		119,447		223,568
Net loss attributable to the noncontrolling interest		38		169		181
Net income attributable to WW International, Inc.	$	75,079	$	119,616	$	223,749
Earnings per share attributable to WW International, Inc.
Basic	$	1.11	$	1.78	$	3.38
Diluted	$	1.07	$	1.72	$	3.19
Weighted average common shares outstanding
Basic		67,849		67,188		66,280
Diluted		70,020		69,550		70,115

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

F-6

WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED

(IN THOUSANDS)

	January 2,			December 28,			December 29,
	2021			2019			2018
	(53 weeks)			(52 weeks)			(52 weeks)
Net income	$	75,041		$	119,447		$	223,568
Other comprehensive gain (loss):
Foreign currency translation gain (loss)		10,088			3,676			(11,462	)
Income tax (expense) benefit on foreign currency translation gain (loss)		(2,533	)		(939	)		2,906
Foreign currency translation gain (loss), net of taxes		7,555			2,737			(8,556	)
(Loss) gain on derivatives		(7,305	)		(19,222	)		7,205
Income tax benefit (expense) on (loss) gain on derivatives		1,855			4,868			(1,827	)
(Loss) gain on derivatives, net of taxes		(5,450	)		(14,354	)		5,378
Total other comprehensive gain (loss)		2,105			(11,617	)		(3,178	)
Comprehensive income		77,146			107,830			220,390
Net loss attributable to the noncontrolling interest		38			169			181
Foreign currency translation loss, net of taxes attributable to the noncontrolling interest		98			22			373
Comprehensive loss attributable to the noncontrolling interest		136			191			554
Comprehensive income attributable to WW International, Inc.	$	77,282		$	108,021		$	220,944

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

F-7

WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL DEFICIT

(IN THOUSANDS)

				WW International, Inc.

														Accumulated
	Redeemable													Other
	Noncontrolling			Common Stock				Treasury Stock						Comprehensive			Retained
	Interest			Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at December 30, 2017	$	4,467			118,947	$	0		54,258		$	(3,208,836	)	$	(10,467	)	$	2,203,317		$	(1,015,986	)
Comprehensive income (loss)		(554	)												(2,805	)		223,749			220,944
Issuance of treasury stock under stock plans									(862	)		33,212						(30,618	)		2,594
Compensation expense on share-based awards																		20,188			20,188
Issuance of common stock					1,405													9,796			9,796
Cumulative effect of revenue accounting change																		2,933			2,933
Cumulative effect of tax accounting change															(2,485	)		(46,927	)		(49,412	)
Balance at December 29, 2018	$	3,913			120,352	$	0		53,396		$	(3,175,624	)	$	(15,757	)	$	2,382,438		$	(808,943	)
Comprehensive income (loss)		(191	)												(11,595	)		119,616			108,021
Issuance of treasury stock under stock plans									(463	)		17,350						(22,442	)		(5,092	)
Compensation expense on share-based awards																		20,471			20,471
Balance at December 28, 2019	$	3,722			120,352	$	0		52,933		$	(3,158,274	)	$	(27,352	)	$	2,500,083		$	(685,543	)
Comprehensive income (loss)		(136	)												2,203			75,079			77,282
Issuance of treasury stock under stock plans									(436	)		17,371						(23,181	)		(5,810	)
Compensation expense on share-based awards																		55,013			55,013
Issuance of common stock					1,118													7,793			7,793
Acquisition of minority interest		(3,586	)															3,054			3,054
Balance at January 2, 2021	$	—			121,470	$	0		52,497		$	(3,140,903	)	$	(25,149	)	$	2,617,841		$	(548,211	)

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

F-8

WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED

(IN THOUSANDS)

	January 2,			December 28,			December 29,
	2021			2019			2018
	(53 weeks)			(52 weeks)			(52 weeks)
Operating activities:
Net income	$	75,041		$	119,447		$	223,568
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		50,677			45,017			44,061
Amortization of deferred financing costs and debt discount		8,845			9,318			8,539
Goodwill impairment		3,665			0			0
Impairment of intangible and long-lived assets		1,372			307			27
Share-based compensation expense		55,013			20,471			20,188
Deferred tax benefit		(1,440	)		(9,424	)		(13,673	)
Allowance for doubtful accounts		411			(123	)		130
Reserve for inventory obsolescence		16,425			8,710			7,906
Foreign currency exchange rate loss		719			1,235			2,036
Changes in cash due to:
Receivables		(3,600	)		1,331			(7,999	)
Inventories		(25,940	)		(9,127	)		(1,148	)
Prepaid expenses		(5,081	)		13,619			(3,991	)
Accounts payable		(4,045	)		1,347			2,224
Accrued liabilities		(29,421	)		(6,968	)		16,600
Deferred revenue		(11,583	)		6,199			(17,198	)
Other long term assets and liabilities, net		1,859			(878	)		(13,001	)
Income taxes		3,023			(18,098	)		27,323
Cash provided by operating activities		135,940			182,383			295,592
Investing activities:
Capital expenditures		(21,490	)		(17,159	)		(19,050	)
Capitalized software expenditures		(28,941	)		(30,824	)		(27,763	)
Cash paid for acquisitions		(10,037	)		(4,060	)		(7,100	)
Other items, net		(5,123	)		(580	)		(10,045	)
Cash used for investing activities		(65,591	)		(52,623	)		(63,958	)
Financing activities:
Net (payments) borrowings on revolver		0			0			(25,000	)
Payments on long-term debt		(96,250	)		(177,000	)		(57,750	)
Taxes paid related to net share settlement of equity awards		(6,798	)		(6,582	)		(25,020	)
Proceeds from stock options exercised		8,176			1,076			33,417
Other items, net		(667	)		(487	)		0
Cash used for financing activities		(95,539	)		(182,993	)		(74,353	)
Effect of exchange rate changes on cash and cash equivalents		8,341			(1,005	)		(3,361	)
Net (decrease) increase in cash and cash equivalents		(16,849	)		(54,238	)		153,920
Cash and cash equivalents, beginning of period		182,736			236,974			83,054
Cash and cash equivalents, end of period	$	165,887		$	182,736		$	236,974

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

F-9

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.	Basis of Presentation

The accompanying consolidated financial statements include the accounts of WW International, Inc. and all of its subsidiaries. The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Digital” business refers to providing subscriptions to the Company’s digital product offerings, including Digital 360 and Personal Coaching + Digital. The Company’s “Workshops + Digital” (formerly known as “Studio + Digital”) business refers to providing unlimited access to the Company’s workshops combined with the Company’s 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 the Company’s “pay-as-you-go” members.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. In the fourth quarter of fiscal 2020, the remaining 20% interest in Vigilantes do Peso Marketing Ltda. was transferred to the Company in a cashless exchange, resulting in the reclassification of the redeemable noncontrolling interest to equity. All intercompany accounts and transactions have been eliminated in consolidation.

In fiscal 2020, the Company identified and recorded out-of-period adjustments related to income tax errors resulting from income tax receivables that should have been adjusted in prior fiscal years. The impact of correcting these errors, which were immaterial to prior period financial statements and corrected in the fourth quarter of fiscal 2020, increased provision for income taxes by $2,279 and decreased net income attributable to the Company by $2,279.

2.	Summary of Significant Accounting Policies

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to December 31^st and consists of either 52 or 53-week periods. Fiscal 2020 contained 53 weeks, and fiscal 2019 and fiscal 2018 each contained 52 weeks.

F-10

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Use of Estimates

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to inventories, the impairment analysis for goodwill and other indefinite-lived intangible assets, revenue, share-based compensation, income taxes, tax contingencies and litigation. The Company bases its estimates on historical experience and on various other factors and assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. While all available information has been considered, actual amounts could differ from these estimates. For example, the global outbreak of the coronavirus (COVID-19) has had and will continue to have a significant adverse impact on the Company’s business as well as on the business environment and the markets in which it operates. This global health crisis has also had a significant adverse effect on overall economic conditions and the Company expects consumer demand to continue to be negatively impacted due to changes in consumer behavior and confidence and health concerns. The situation remains dynamic and subject to rapid and possibly significant change, with the United States and other countries continuing to struggle with rolling outbreaks of the virus. Accordingly, the full extent of the magnitude and duration of the negative impact to the Company’s business from the COVID-19 pandemic cannot be predicted with certainty. The Company considered the impact of COVID-19 on the assumptions and estimates used when preparing this Annual Report on Form 10-K and the accompanying consolidated financial statements. These assumptions and estimates may change, as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

Translation of Foreign Currencies

For all foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated into US dollars using the exchange rate in effect at the end of each reporting period. Income statement accounts are translated at the average rate of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss.

Foreign currency gains and losses arising from the translation of intercompany receivables and intercompany payables with the Company’s international subsidiaries are recorded as a component of other expense, net, unless the receivable or payable is considered long-term in nature, in which case the foreign currency gains and losses are recorded as a component of accumulated other comprehensive loss.

Cash Equivalents

Cash and cash equivalents are defined as highly liquid investments with original maturities of three months or less. Cash balances may, at times, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions. Cash includes balances due from third-party credit card companies.

Inventories

Inventories, which consist of finished goods, are stated at the lower of cost or net realizable value on a first-in, first-out basis, net of reserves for obsolescence and shrinkage.

Property and Equipment

Property and equipment are recorded at cost. For financial reporting purposes, equipment is depreciated on the straight-line method over the estimated useful lives of the assets (3 to 10 years). Leasehold improvements are amortized on the straight-line method over the shorter of the term of the lease or the useful life of the related assets. Expenditures for new facilities and improvements that substantially extend the useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related depreciation are removed from the accounts and any related gains or losses are included in income.

F-11

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Impairment of Long Lived Assets

The Company reviews long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

In fiscal 2020, fiscal 2019 and fiscal 2018, the Company recorded impairment charges of $62, $307 and $0, respectively, related to internal-use computer software that was not expected to provide substantive service potential.

In fiscal 2020, fiscal 2019 and fiscal 2018, the Company recorded impairment charges of $1,310, $0 and $27, respectively, related to property, plant and equipment that were expected to be disposed of before the end of their estimated useful lives.

Franchise Rights Acquired

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

In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Workshops + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. The aggregate estimated fair value for these rights is then compared to the carrying value of the unit of account for those franchise rights. The Company has determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Workshops + Digital business and the Digital business in the country in which the applicable acquisition occurred. The net book values of these franchise rights in the United States, Canada, United Kingdom, Australia, and New Zealand as of the January 2, 2021 balance sheet date were $681,497, $56,694, $12,318, $6,907 and $5,084, respectively, totaling $762,500 and the net book values as of the December 28, 2019 balance sheet date were $671,914, $55,171, $11,784, $6,273 and $4,742, respectively, totaling $749,884.

In its hypothetical start-up approach analysis for fiscal 2020, the Company assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, the Company estimated future cash flows for the Workshops + Digital business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Workshops + Digital and Digital businesses were discounted utilizing rates which were calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt.

Goodwill

In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The net book values of goodwill in the United States, Canada and other countries as of the January 2, 2021 balance sheet date were $102,968, $42,103 and $10,546, respectively, totaling $155,617. The net book values of goodwill in the United States, Canada, Brazil and other countries as of the December 28, 2019 balance sheet date were $102,968, $40,972, $4,399 and $9,577, respectively, totaling $157,916.

F-12

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For all of the Company’s reporting units tested as of May 3, 2020, the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt.

Indefinite-Lived Franchise Rights Acquired and Goodwill Annual Impairment Test

The Company reviews indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for potential impairment on at least an annual basis or more often if events so require. The Company performed fair value impairment testing as of May 3, 2020 and May 5, 2019, each the first day of fiscal May, on its indefinite-lived intangible assets and goodwill.

In performing its annual impairment analysis as of May 3, 2020 and May 5, 2019, the Company determined that the carrying amounts of its franchise rights acquired with indefinite lives units of account and goodwill reporting units did not exceed their respective fair values and, therefore, no impairment existed.

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

Based on the results of the Company’s May 3, 2020 annual franchise rights acquired impairment analysis performed for all of its units of account, except for Canada and New Zealand, as of the January 2, 2021 balance sheet date, those units had an estimated fair value at least 35% higher than the respective unit’s carrying amount. Collectively, these units of account represent 91.9% of the Company’s total franchise rights acquired. Based on the results of the Company’s annual franchise rights acquired impairment test performed for its Canada unit of account, which holds 7.4% of the Company’s franchise rights acquired as of the January 2, 2021 balance sheet date, the estimated fair value of this unit of account exceeded its carrying value by approximately 16.5%. Based on the results of the Company’s annual franchise rights acquired impairment test performed for its New Zealand unit of account, which holds 0.7% of the Company’s franchise rights acquired as of the January 2, 2021 balance sheet date, the estimated fair value of this unit of account exceeded its carrying value by approximately 9.8%. Accordingly, a change in the underlying assumptions for New Zealand may change the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to New Zealand, for which the net book value was $5,084 as of January 2, 2021.

Based on the results of the Company’s May 3, 2020 annual goodwill impairment test performed for all of its reporting units as of the January 2, 2021 balance sheet date, there was significant headroom in the goodwill impairment analysis for those units, with the difference between the carrying value and the fair value exceeding 100%.

Brazil Goodwill Impairment

With respect to its Brazil reporting unit, during the first quarter of fiscal 2020, the Company made a strategic decision to shift to an exclusively Digital business in that country. The Company determined that this decision, together with the negative impact of COVID-19, the ongoing challenging economic environment in Brazil and its reduced expectations regarding the reporting unit’s future operating cash flows, required the Company to perform an interim goodwill impairment analysis. In performing this discounted cash flow analysis, the Company determined that the carrying amount of this reporting unit exceeded its fair value and as a result recorded an impairment charge of $3,665, which comprises the remaining balance of goodwill for this reporting unit.

F-13

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As it relates to its goodwill impairment analysis for Brazil, the Company estimated future debt-free cash flows in contemplation of its growth strategies for that market. In developing these projections, the Company considered the growth strategies under the current market conditions in Brazil. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt.

Other Intangible Assets

Other finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives of 3 to 20 years. The Company expenses all software costs (including website development costs) incurred during the preliminary project stage and capitalizes all internal and external direct costs of materials and services consumed in developing software (including website development costs) once the development has reached the application development stage. Application development stage costs generally include software configuration, coding, installation to hardware and testing. These costs are amortized over their estimated useful life of 3 years for website development costs and from 3 to 5 years for all other software costs. All costs incurred for upgrades, maintenance and enhancements, including the cost of website content, which do not result in additional functionality, are expensed as incurred.

Revenue Recognition

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

The Company earns revenue from subscriptions for its digital products and by conducting workshops, for which it charges a fee, predominantly through commitment plans, as well as prepayment plans or the “pay-as-you-go” arrangement. The Company also earns revenue by selling consumer products online through its e-commerce platforms, at its studios and through its trusted partners; collecting royalties from franchisees; collecting royalties related to licensing agreements; and publishing.

Commitment plan revenues and prepaid workshop fees are recorded to revenue on a straight-line basis as control is transferred since these performance obligations are satisfied over time. “Digital Subscription Revenues,” consisting of the fees associated with subscriptions for the Company’s Digital products, including Digital 360 and Personal Coaching + Digital, are recognized on a straight-line basis as control is transferred since these performance obligations are satisfied over time. One-time Digital sign-up fees are considered immaterial in the context of the contract and the related revenue is amortized into revenue over the commitment period. “Workshops + Digital Fees” (formerly known as “Studio + Digital Fees”), consisting of the fees associated with subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops, are recognized on a straight-line basis as control is transferred since these performance obligations are satisfied over time. In the Workshops + Digital business, the Company generally charges non-refundable registration and starter fees in exchange for access to the Company’s digital subscription products, an introductory information session and materials it provides to new members. Revenue from these registration and starter fees is considered immaterial in the context of the contract and is amortized into revenue over the commitment period. Revenue from consumer product sales online through e-commerce platforms and at studios, royalties and commissions, and “pay-as-you-go” workshop fees is recognized at the point in time control is transferred, which is when products are shipped to customers and partners and title and risk of loss passes to them, royalties and commissions are earned, and services are rendered, respectively. For revenue transactions that involve multiple performance obligations, the amount of revenue recognized is determined using the relative fair value approach, which is generally based on each performance obligation’s stand-alone selling price. Discounts to customers, including free registration offers, are recorded as a deduction from gross revenue in the period such revenue was recognized.

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

F-14

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Advertising Costs

Advertising costs consist primarily of broadcast and digital media. All costs related to advertising are expensed in the period incurred, except for media production-related costs, which are expensed the first time the advertising takes place. Total advertising expenses for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 were $248,473, $235,826 and $218,062, respectively.

Income Taxes

Deferred income tax assets and liabilities result primarily from temporary differences between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which differences are expected to reverse. If it is more-likely-than-not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company considers historic levels of income, estimates of future taxable income and feasible tax planning strategies in assessing the need for a tax valuation allowance.

The Company recognizes a benefit for uncertain tax positions when a tax position taken or expected to be taken in a tax return is more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the provision for income taxes on its consolidated statements of net income.

In addition, assets and liabilities acquired in purchase business combinations are assigned their fair values and deferred taxes are provided for lower or higher tax bases.

Derivative Instruments and Hedging

The Company is exposed to certain risks related to its ongoing business operations, primarily interest rate risk and foreign currency risk. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. The Company does not use any derivative instruments for trading or speculative purposes.

The Company recognizes the fair value of all derivative instruments as either assets or liabilities on the balance sheet. The Company has designated and accounted for interest rate swaps as cash flow hedges of its variable-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

The fair value of the Company’s interest rate swaps are reported as a component of accumulated other comprehensive loss on its balance sheet. See Note 18 for a further discussion regarding the fair value of the Company’s interest rate swaps. The net effect of the interest payable and receivable under the Company’s effective interest rate swap is included in interest expense on the consolidated statements of net income.

Deferred Financing Costs

Deferred financing costs consist of fees paid by the Company as part of the establishment, exchange and/or modification of the Company’s long-term debt. Amortization expense for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $8,845, $9,318 and $8,539, respectively.

Accumulated Other Comprehensive Loss

The Company’s accumulated other comprehensive loss includes changes in the fair value of derivative instruments and the effects of foreign currency translations. At January 2, 2021, December 28, 2019 and December 29, 2018, the cumulative balance of changes in fair value of derivative instruments, net of taxes, was $20,979, $15,529 and $1,175, respectively. At January 2, 2021, December 28, 2019 and December 29, 2018, the cumulative balance of the effects of foreign currency translations, net of taxes, was $4,170, $11,823 and $14,582, respectively.

F-15

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3.	Accounting Standards Adopted in Current Year

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued updated guidance replacing the incurred loss impairment method with a method that reflects expected credit losses. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. On December 29, 2019, the Company adopted the updated credit loss guidance on a prospective basis, which did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued updated guidance addressing customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract, which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Capitalized implementation costs are required to be amortized over the term of the arrangement, beginning when the cloud computing arrangement is ready for its intended use. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. On December 29, 2019, the Company adopted the updated guidance on a prospective basis to all software implementation costs incurred after the date of adoption. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Leases

Adoption of Lease Standard

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

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

A lease is defined as an arrangement that contractually specifies the right to use and control an identified asset for a specific period of time in exchange for consideration. Operating leases are included in operating lease assets, portion of operating lease liabilities due within one year, and long-term operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, other accrued liabilities, and other long-term liabilities in the Company’s consolidated balance sheets. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, using the Company’s incremental borrowing rate commensurate with the lease term, since the Company’s lessors do not provide an implicit rate, nor is one readily available. The incremental borrowing rate is calculated based on the Company’s credit yield curve and adjusted for collateralization, credit quality and economic environment impact, all where applicable. The lease asset includes scheduled lease payments and excludes lease incentives, such as free rent periods and tenant improvement allowances. The Company has certain leases that may include an option to renew and when it is reasonably probable to exercise such option, the Company will include the renewal option terms in determining the lease asset and lease liability. The Company does not have any renewal options that would have a material impact on the terms of the leases and that are also reasonably expected to be exercised as of January 2, 2021. A lease may contain both fixed and variable payments. Variable lease payments that are linked to an index or rate are measured based on the current index or rate at the implementation of the lease accounting standard, or lease commencement date for new leases, with the impact of future changes in the index or rate being recorded as a period expense. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

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

F-16

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

At January 2, 2021 and December 28, 2019, the Company’s lease assets and lease liabilities were as follows:

	January 2, 2021		December 28, 2019
Assets:
Operating lease assets	$	119,102	$	151,983
Finance lease assets		207		259
Total leased assets	$	119,309	$	152,242

Liabilities:
Current
Operating	$	28,551	$	33,236
Finance		88		126
Noncurrent
Operating	$	101,561	$	128,464
Finance		93		96
Total lease liabilities	$	130,293	$	161,922

For the fiscal years ended January 2, 2021 and December 28, 2019, the components of the Company’s lease expense were as follows:

	Fiscal Year Ended
	January 2,			December 28,
	2021			2019
Operating lease cost:
Fixed lease cost	$	48,674		$	51,246
Lease termination cost		6,109			10
Variable lease cost		(30	)		0
Total operating lease cost	$	54,753		$	51,256
Finance lease cost:
Amortization of leased assets		192			487
Interest on lease liabilities		12			20
Total finance lease cost	$	204		$	507
Total lease cost	$	54,957		$	51,763

Total rent expense charged to operations for office and rental facilities operating leases for the fiscal year ended December 29, 2018 was $44,130.

At January 2, 2021 and December 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows:

	January 2, 2021		December 28, 2019
Weighted Average Remaining Lease Term (years)
Operating leases		7.08		7.06
Finance leases		2.35		2.43

Weighted Average Discount Rate
Operating leases		6.95		7.02
Finance leases		5.51		5.97

The Company’s leases have remaining lease terms of 0 to 12 years with a weighted average lease term of 7.07 years as of January 2, 2021.

F-17

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

At January 2, 2021, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows:

	Operating Leases		Finance Leases		Total
2021	$	36,503	$	95	$	36,598
2022		28,880		65		28,945
2023		21,224		27		21,251
2024		16,043		6		16,049
2025		11,604		—		11,604
Thereafter		54,505		—		54,505
Total lease payments	$	168,759	$	193	$	168,952
Less imputed interest		38,647		12		38,659
Present value of lease liabilities	$	130,112	$	181	$	130,293

Supplemental cash flow information related to leases for the fiscal years ended January 2, 2021 and December 28, 2019 were as follows:

	Fiscal Year Ended
	January 2,		December 28,
	2021		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	49,043	$	51,326
Operating cash flows from finance leases	$	12	$	20
Financing cash flows from finance leases	$	192	$	487

Leased assets obtained in exchange for new operating lease liabilities	$	5,113	$	41,693
Leased assets obtained in exchange for new finance lease liabilities	$	132	$	105

Practical Expedients and Accounting Policy Elections

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

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

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

Revenue

Revenue Recognition

F-18

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

	Fiscal Year Ended
	January 2,		December 28,		December 29,
	2021		2019		2018
Digital Subscription Revenues	$	743,060	$	609,996	$	567,767
Workshops + Digital Fees		443,429		597,270		705,429
Subscription Revenues, net	$	1,186,489	$	1,207,266	$	1,273,196
Product sales and other, net		191,635		206,071		240,925
Revenues, net	$	1,378,124	$	1,413,337	$	1,514,121

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

	Fiscal Year Ended January 2, 2021
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	484,471	$	207,978	$	33,919	$	16,692	$	743,060
Workshops + Digital Fees		329,885		67,201		33,283		13,060		443,429
Subscription Revenues, net	$	814,356	$	275,179	$	67,202	$	29,752	$	1,186,489
Product sales and other, net		127,744		38,201		17,185		8,505		191,635
Revenues, net	$	942,100	$	313,380	$	84,387	$	38,257	$	1,378,124

	Fiscal Year Ended December 28, 2019
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	401,890	$	167,008	$	26,898	$	14,200	$	609,996
Workshops + Digital Fees		446,576		87,962		44,145		18,587		597,270
Subscription Revenues, net	$	848,466	$	254,970	$	71,043	$	32,787	$	1,207,266
Product sales and other, net		130,836		38,263		23,514		13,458		206,071
Revenues, net	$	979,302	$	293,233	$	94,557	$	46,245	$	1,413,337

	Fiscal Year Ended December 29, 2018
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	378,678	$	149,571	$	25,557	$	13,961	$	567,767
Workshops + Digital Fees		522,372		107,528		52,676		22,853		705,429
Subscription Revenues, net	$	901,050	$	257,099	$	78,233	$	36,814	$	1,273,196
Product sales and other, net		146,201		47,226		28,839		18,659		240,925
Revenues, net	$	1,047,251	$	304,325	$	107,072	$	55,473	$	1,514,121

Information about Contract Balances

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

	Deferred			Deferred
	Revenue			Revenue-Long Term
Balance as of December 28, 2019	$	60,613		$	54
Net decrease during the period		(10,138	)		(10	)
Balance as of January 2, 2021	$	50,475		$	44

F-19

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Revenue recognized from amounts included in current deferred revenue as of December 28, 2019 was $60,555 for the fiscal year ended January 2, 2021. The Company’s long-term deferred revenue, which is included in other liabilities on the Company’s consolidated balance sheet, had a balance of $44 and $54 at January 2, 2021 and December 28, 2019, respectively, for revenue that will not be recognized during the next fiscal year and is generally related to upfront payments received as an inducement for entering into certain sales-based royalty agreements with third party licensees. This revenue is amortized on a straight-line basis over the term of the applicable agreement.

Accounting Policy Elections

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

6.	Acquisitions

Acquisition of Kurbo Health, Inc.

On August 10, 2018, the Company acquired substantially all of the assets of Kurbo Health, Inc. (“Kurbo”), a family-based healthy lifestyle coaching program, for a net purchase price of $3,063. Payment was in the form of cash. The total purchase price of Kurbo has been allocated to goodwill ($1,101), website development ($1,916), prepaid expenses ($78) and other assets ($32) partially offset by deferred revenue ($57) and other liabilities ($7). The acquisition of Kurbo has been accounted for under the purchase method of accounting and, accordingly, earnings of Kurbo have been included in the consolidated operating results of the Company since the date of acquisition. The goodwill will be deductible annually for tax purposes.

Acquisition of Franchisees

On October 26, 2020, the Company acquired substantially all of the assets of its franchisees for certain territories in Arizona and California, Weight Watchers of Arizona, Inc. and Weight Watchers of Imperial County, Inc., respectively, for an aggregate purchase price of $10,000. Payment was in the form of cash ($10,037) and assumed net assets ($37). The total purchase price has been allocated to franchise rights acquired ($9,546), customer relationship value ($227), property and equipment, net ($131), inventories ($84) and other assets ($12). The acquisition of the franchisees has been accounted for under the purchase method of accounting and, accordingly, earnings of the acquired franchisees have been included in the consolidated operating results of the Company since the date of acquisition.

On October 21, 2019, the Company acquired substantially all of the assets of its franchisee for certain territories in Nevada and Utah, Weight Watchers of Las Vegas, Inc., for a purchase price of $4,500 (the “Las Vegas Acquisition”). Payment was in the form of cash ($4,060) plus cash in reserves ($385) and assumed net liabilities ($55). The total purchase price has been allocated to goodwill ($4,111), customer relationship value ($271) and franchise rights acquired ($118). The acquisition of the franchisee has been accounted for under the purchase method of accounting and, accordingly, earnings of the acquired franchisee have been included in the consolidated operating results of the Company since the date of acquisition. The goodwill will be deductible for tax purposes.

F-20

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On December 10, 2018, the Company acquired substantially all of the assets of its franchisee for certain territories in South Carolina, At Goal, Inc., for a purchase price of $4,000 (the “South Carolina Acquisition”). Payment was in the form of cash ($4,000) and assumed net liabilities ($37). The total purchase price has been allocated to franchise rights acquired ($3,791) and customer relationship value ($209). The acquisition of the franchisee has been accounted for under the purchase method of accounting and, accordingly, earnings of the acquired franchisee have been included in the consolidated operating results of the Company since the date of acquisition. The goodwill will be deductible for tax purposes.

7.	Franchise Rights Acquired, Goodwill and Other Intangible Assets

The Company performed its annual impairment review of indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for fiscal 2020 and fiscal 2019 on May 3, 2020 and May 5, 2019, respectively.

With respect to the Company’s Brazil reporting unit, during the first quarter of fiscal 2020, the Company made a strategic decision to shift to an exclusively Digital business in that country. The Company determined that this decision, together with the negative impact of COVID-19, the ongoing challenging economic environment in Brazil and the Company’s reduced expectations regarding the reporting unit’s future operating cash flows, required the Company to perform an interim goodwill impairment analysis. In performing this discounted cash flow analysis, the Company determined that the carrying amount of this reporting unit exceeded its fair value and as a result recorded an impairment charge of $3,665, which comprises the remaining balance of goodwill for this reporting unit.

Franchise rights acquired are due to acquisitions of the Company’s franchised territories as well as the acquisition of franchise promotion agreements and other factors associated with the acquired franchise territories. For the fiscal year ended January 2, 2021, the change in the carrying value of franchise rights acquired is due to the franchisee acquisition as described in Note 6 and the effect of exchange rate changes.

Goodwill primarily relates to the acquisition of the Company by The Kraft Heinz Company (successor to H.J. Heinz Company) in 1978 and the Company’s acquisitions of WW.com, Inc. (formerly known as WeightWatchers.com, Inc.) in 2005 and the Company’s franchised territories. See Note 6 for additional information about acquisitions by the Company. For the fiscal year ended January 2, 2021, the change in the carrying amount of goodwill was due to the impairment charge of the Company’s Brazil reporting unit and the effect of exchange rate changes as follows:

	North		Continental		United
	America		Europe		Kingdom		Other			Total
Balance as of December 28, 2019	$	143,940	$	7,015	$	1,213	$	5,748		$	157,916
Goodwill impairment		0		0		0		(3,665	)		(3,665	)
Effect of exchange rate changes		1,131		777		55		(597	)		1,366
Balance as of January 2, 2021	$	145,071	$	7,792	$	1,268	$	1,486		$	155,617

F-21

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Finite-lived Intangible Assets

The below table reflects the carrying values of finite-lived intangible assets as of January 2, 2021 and December 28, 2019:

	January 2, 2021				December 28, 2019
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Capitalized software costs	$	131,420	$	109,170	$	119,537	$	97,588
Website development costs		95,718		67,656		77,823		50,748
Trademarks		11,999		11,457		11,869		11,228
Other		14,093		5,238		14,003		4,637
Trademarks and other intangible assets	$	253,230	$	193,521	$	223,232	$	164,201
Franchise rights acquired		7,925		4,575		8,180		4,618
Total finite-lived intangible assets	$	261,155	$	198,096	$	231,412	$	168,819

Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $29,828, $29,330 and $28,995, for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. The franchise rights acquired related to the South Carolina Acquisition will be amortized ratably over an 18 year period. The franchise rights acquired related to the Las Vegas Acquisition were fully amortized in fiscal 2019.

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

Fiscal 2021	$	27,543
Fiscal 2022	$	17,548
Fiscal 2023	$	7,395
Fiscal 2024	$	1,240
Fiscal 2025 and thereafter	$	9,333

8.	Property and Equipment

The below table reflects the carrying values of property and equipment as of January 2, 2021 and December 28, 2019:

	January 2,			December 28,
	2021			2019
Equipment	$	88,261		$	83,288
Leasehold improvements		90,161			84,079
		178,422			167,367
Less: Accumulated depreciation and amortization		(126,487	)		(113,301	)
	$	51,935		$	54,066

Depreciation and amortization expense of property and equipment for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $20,849, $15,687 and $15,066, respectively.

F-22

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

9.	Long-Term Debt

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

	January 2, 2021									December 28, 2019
	Principal Balance		Unamortized Deferred Financing Costs		Unamortized Debt Discount		Effective Rate ⁽¹⁾			Principal Balance		Unamortized Deferred Financing Costs		Unamortized Debt Discount		Effective Rate ⁽¹⁾
Revolving Credit Facility due November 29, 2022	$	0	$	0	$	0		3.03	%	$	0	$	0	$	0		0.00	%
Term Loan Facility due November 29, 2024		1,209,000		5,113		17,233		6.60	%		1,305,250		6,418		21,634		7.93	%
Notes due December 1, 2025		300,000		854		0		8.71	%		300,000		1,028		0		8.72	%
Total	$	1,509,000	$	5,967	$	17,233		6.94	%	$	1,605,250	$	7,446	$	21,634		8.07	%
Less: Current portion		77,000									96,250
Unamortized deferred financing costs		5,967									7,446
Unamortized debt discount		17,233									21,634
Total long-term debt	$	1,408,800								$	1,479,920

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

On November 29, 2017, the Company refinanced its then-existing credit facilities (hereinafter referred to as “the November 2017 debt refinancing”) with proceeds received from $1,565,000 in an aggregate principal amount of borrowings under its new credit facilities, consisting of a $1,540,000 term loan facility and a $150,000 revolving credit facility (of which $25,000 was drawn upon at the time of the November 2017 debt refinancing) (collectively, as amended from time to time, the “Credit Facilities”) and proceeds received from the issuance of $300,000 in aggregate principal amount of 8.625% Senior Notes due 2025 (the “Notes”).

Senior Secured Credit Facilities

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

On June 14, 2020, the Company entered into an amendment to the Credit Agreement (the “Credit Agreement Amendment”) that provided for an increase in the aggregate principal amount of commitments under the Company’s Revolving Credit Facility by $25,000, providing the Company with $175,000 in aggregate principal amount of commitments under the Revolving Credit Facility, and that included certain other amendments to the Credit Agreement, which among other things, relaxed the requirements of the financial maintenance covenant under the Credit Agreement until the end of the second fiscal quarter of 2022, as further detailed below.

On both May 31, 2019 and October 10, 2019, the Company made a voluntary prepayment at par of $50,000 in an aggregate amount of its outstanding term loans under the Term Loan Facility. As a result of these prepayments, the Company wrote off deferred financing fees of $526 in the aggregate in fiscal 2019.

As previously disclosed, on March 23, 2020, as a precautionary measure in light of the COVID-19 outbreak, the Company drew down $148,000 in an aggregate principal amount under the Revolving Credit Facility in order to enhance its cash position and to provide additional financial flexibility. The revolver borrowing was classified as a short-term liability in connection with the Company’s monthly interest elections. The Company repaid $148,000 in aggregate principal amount of borrowings under the Revolving Credit Facility on June 5, 2020.

As of January 2, 2021, the Company had $1,209,000 in an aggregate principal amount of loans outstanding under its Credit Facilities, with $173,846 of availability and $1,154 in issued but undrawn letters of credit outstanding under the Revolving Credit Facility. There were no outstanding borrowings under the Revolving Credit Facility as of January 2, 2021.

F-23

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

•

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

•

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

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

Borrowings under the Term Loan Facility and, after giving effect to the Credit Agreement Amendment, the Revolving Credit Facility, in each case, bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.75% or (2) an applicable margin plus a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that LIBOR is not lower than a floor of 0.75%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid (except as otherwise described below), plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. Under the terms of the Credit Agreement Amendment, a new level in the leverage based pricing grid was added providing for an applicable margin for extensions of credit under the Revolving Credit Facility of 3.00% when the Consolidated First Lien Leverage Ratio discussed below is greater than or equal to 3.75:1.00. As of January 2, 2021, the applicable margins for the LIBOR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 4.75% and 2.25%, respectively. In the event that LIBOR is phased out as is currently expected, the Credit Agreement provides that the Company and the administrative agent may amend the Credit Agreement to replace the LIBOR definition therein with a successor rate subject to notifying the lending syndicate of such change and not receiving within five business days of such notification objections to such replacement rate from lenders holding at least a majority of the aggregate principal amount of loans and commitments then outstanding under the Credit Agreement. If the Company fails to do so, its borrowings will be based off of the alternative base rate plus a margin.

On a quarterly basis, the Company pays a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon the Company’s Consolidated First Lien Leverage Ratio. Under the terms of the Credit Agreement Amendment, a new level in the leverage based pricing grid was added providing for a commitment fee of 0.625% when the Consolidated First Lien Leverage Ratio discussed below is greater than or equal to 3.75:1.00. Based on the Company’s Consolidated First Lien Leverage Ratio as of January 2, 2021, the commitment fee was 0.35% per annum. The Company’s Consolidated First Lien Leverage Ratio as of January 2, 2021 was 2.75:1.00.

F-24

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, if the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility as of any fiscal quarter end exceeds 33 1/3% of the amount of the aggregate commitments under the Revolving Credit Facility in effect on such date, the Company must be in compliance with a Consolidated First Lien Leverage Ratio of 3.75:1.00, provided, however, that the Credit Agreement Amendment increased the required Consolidated First Lien Leverage Ratio to 4.50:1.00, commencing with the second fiscal quarter of 2020 through the end of fiscal 2020, with a further step up to 5.00:1.00 for fiscal 2021, before stepping down to 4.50:1.00 for the first fiscal quarter of 2022, and again to 3.75:1.00, commencing with the second fiscal quarter of 2022 (such increases in the Consolidated First Lien Leverage Ratio and the timing applicable thereto, collectively, the “Financial Covenant Relief Period”). The Financial Covenant Relief Period is subject to the Company’s continued compliance with certain conditions, which include meeting a Consolidated First Lien Leverage Ratio of 3.75:1.00 with respect to certain types of investments, restricted payments and prepayments of junior debt during the Financial Covenant Relief Period. If at any time the Company expects that it will not be in compliance with the conditions of the Financial Covenant Relief Period, the Company expects it will reduce its extensions of credit under the Revolving Credit Facility to $58,333 or less prior to the last day of such fiscal quarter so that it is not required to comply with the conditions of the Financial Covenant Relief Period. In any such event, the Company would be able to reborrow the full amount under the Revolving Credit Facility subsequent to such fiscal quarter end given that the applicable Consolidated First Lien Leverage Ratio to be tested during the Financial Covenant Relief Period is only tested as of the last day of each fiscal quarter.

As of January 2, 2021, the Company was in compliance with all applicable financial covenants and the applicable Consolidated First Lien Leverage Ratio in the Credit Agreement governing the Revolving Credit Facility though it was not required to comply at such time.

Senior Notes

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

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

Outstanding Debt

At January 2, 2021, the Company had $1,509,000 outstanding under the Credit Facilities and the Notes, consisting of borrowings under the Term Loan Facility of $1,209,000, $0 drawn down on the Revolving Credit Facility and $300,000 in aggregate principal amount of Notes issued and outstanding.

F-25

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

At January 2, 2021 and December 28, 2019, the Company’s debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. See Note 19 for information on the Company’s interest rate swaps. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, exclusive of the impact of the swaps then in effect, was approximately 7.03% and 8.08% per annum at January 2, 2021 and December 28, 2019, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, including the impact of the swaps then in effect, was approximately 7.41% and 7.59% per annum at January 2, 2021 and December 28, 2019, respectively, based on interest rates on these dates.

Maturities

At January 2, 2021, the aggregate amounts of the Company’s existing long-term debt maturing in each of the next five fiscal years and thereafter were as follows:

2021	$	77,000
2022		77,000
2023		77,000
2024		978,000
2025		300,000
2026 and thereafter		—
	$	1,509,000

10.	Treasury Stock

On October 9, 2003, the Company’s Board of Directors authorized, and the Company announced, a program to repurchase up to $250,000 of the Company’s outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, the Company’s Board of Directors authorized, and the Company announced, the addition of $250,000 to the program. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. No shares will be purchased from Artal Holdings Sp. z o.o., Succursale de Luxembourg and its parents and subsidiaries under this program. The repurchase program currently has no expiration date.

During the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, the Company repurchased no shares of its common stock under this program or otherwise. As of the end of fiscal 2020, $208,933 remained available to purchase shares of the Company’s common stock under the repurchase program.

11.	Earnings Per Share

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

F-26

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table sets forth the computation of basic and diluted EPS for the fiscal years ended:

	January 2,		December 28,		December 29,
	2021		2019		2018
Numerator:
Net income attributable to WW International, Inc.	$	75,079	$	119,616	$	223,749
Denominator:
Weighted average shares of common stock outstanding		67,849		67,188		66,280
Effect of dilutive common stock equivalents		2,171		2,362		3,835
Weighted average diluted common shares outstanding		70,020		69,550		70,115
Earnings per share attributable to WW International, Inc.
Basic	$	1.11	$	1.78	$	3.38
Diluted	$	1.07	$	1.72	$	3.19

The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted EPS was 4,052, 1,705 and 419 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively.

12.	Stock Plans

Incentive Compensation Plans and Winfrey Amendment Option

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

Under the 2014 Plan, grants may take the following forms at the Company’s Board of Directors’ Compensation and Benefit Committee’s (the “Compensation Committee”) discretion: non-qualified stock options, incentive stock options, stock appreciation rights, RSUs, restricted stock and other stock-based awards. As of January 2, 2021, the maximum number of shares of common stock available for grant under the 2014 Plan was 8,500, subject to increase and adjustment as set forth in the 2014 Plan.

Under the 2014 Plan, the Company also grants fully-vested shares of its common stock to certain members of its Board of Directors. While these shares are fully vested, the directors are restricted from selling these shares while they are still serving on the Company’s Board of Directors subject to limited exceptions. During the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, the Company granted to members of the Company’s Board of Directors an aggregate of 31, 29 and 11 fully-vested shares, respectively, and recognized compensation expense of $688, $756 and $754, respectively.

Under the Winfrey Amendment Option (as defined below), in fiscal 2020 the Company granted Ms. Winfrey a fully vested option to purchase 3,276 shares of the Company’s common stock as more fully described in Note 22.

F-27

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company issues common stock for share-based compensation awards from treasury stock. The total compensation cost that has been charged against income for share-based compensation awards and the Winfrey Amendment Option, as applicable, was $55,013, $20,471 and $20,188 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. Such amounts have been included as a component of selling, general and administrative expenses. The total income tax benefit recognized in the income statement for all share-based compensation awards was $10,915, $2,141 and $4,007 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. The tax benefits realized from options exercised and RSUs and PSUs vested totaled $8,426, $2,840 and $30,268 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. No compensation costs were capitalized. As of January 2, 2021, there was $34,462 of total unrecognized compensation cost related to the stock options, RSUs and PSUs granted under the Stock Plans. That cost is expected to be recognized over a weighted-average period of approximately 1.4 years.

Stock Option Awards Under Stock Plans and the Winfrey Amendment Option

Stock Option Awards with Time-Vesting Criteria

Stock options with time-vesting criteria (“Time-Vesting Options”) are exercisable based on the terms and conditions outlined in the applicable award agreement. Time-Vesting Options outstanding at January 2, 2021, December 28, 2019 and December 29, 2018 vest over a period of two to four years and the expiration term is seven to ten years. Time-Vesting Options outstanding at January 2, 2021, December 28, 2019 and December 29, 2018 have an exercise price between $3.97 and $63.59 per share. The Company did not grant Time-Vesting Options in fiscal 2019 and fiscal 2018.

The fair value of each of these option awards is estimated on the date of grant using the Black-Scholes option pricing model with the weighted average assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s common stock. Since the Company’s option exercise history is limited, it has estimated the expected term of these options (other than the options with a seven-year term) to be the midpoint between the vesting period and the contractual term of each option. For options with a seven-year contractual term, the expected term is equal to 7 years. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the Time-Vesting Options. The dividend yield is based on the Company’s historic average dividend yield.

			January 2,
			2021
Dividend yield			0.0%
Volatility			56.5% - 56.7%
Risk-free interest rate			0.45% - 0.52%
Expected term (years)			5.9 - 6.5

Option Activity

A summary of all option activity under the Stock Plans and the Winfrey Amendment Option for the fiscal year ended January 2, 2021 is presented below:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Life (Yrs.)		Value
Outstanding at December 28, 2019		3,700		$	21.77
Granted		3,874		$	35.96
Exercised		(1,162	)	$	6.95
Cancelled		(52	)	$	25.51
Outstanding at January 2, 2021		6,360		$	33.09		4.9	$	22,386
Exercisable at January 2, 2021		5,481		$	33.63		4.6	$	20,016

F-28

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The weighted-average grant-date fair value of all options granted (including the Winfrey Amendment Option) was $9.98, $0.00 and $0.00 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. The total intrinsic value of Time-Vesting Options exercised was $24,841, $1,105 and $105,647 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively.

Cash received from Time-Vesting Options exercised during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $8,176, $1,076 and $33,385, respectively.

Restricted Stock Unit Awards with Time-Vesting Criteria

RSUs are exercisable based on the terms outlined in the applicable award agreement. The RSUs generally vest over a period of two to four years. The fair value of RSUs is determined using the closing market price of the Company’s common stock on the date of grant. A summary of RSU activity under the Stock Plans for the fiscal year ended January 2, 2021 is presented below:

				Weighted-Average
				Grant-Date Fair
	Shares			Value
Outstanding at December 28, 2019		1,153		$	27.46
Granted		1,223		$	19.40
Vested		(495	)	$	30.39
Forfeited		(182	)	$	22.61
Outstanding at January 2, 2021		1,699		$	21.32

The weighted-average grant-date fair value of RSUs granted was $19.40, $19.09 and $63.91 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. The total fair value of RSUs vested during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $15,015, $12,268 and $8,484, respectively.

Performance-Based Stock Unit Awards with Time- and Performance-Vesting Criteria

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

In fiscal 2018, the Company granted 81.3 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2020. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The applicable achievement percentage shall increase in the event the Company has achieved a certain revenue target during such performance period. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

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WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In fiscal 2017, the Company granted 98.5 PSUs in May 2017 and 47.9 PSUs in July 2017, all having both time- and performance-vesting criteria (the “2017 PSUs”). The time-vesting criteria for these PSUs was satisfied upon continued employment (with limited exceptions) on May 15, 2020. The performance-vesting criteria for two-thirds of these PSUs was satisfied when the Company achieved, in the case of the May 2017 awards, certain annual operating income objectives and, in the case of the July 2017 award, certain net income or operating income objectives, as applicable for each of the fiscal 2017 and fiscal 2018 performance years. The performance-vesting criteria for the fiscal 2019 performance year was not satisfied. When the performance measure was met, if at all, for a particular 2017 Award Performance Year (i.e., each fiscal year over a three-year period, fiscal 2017 through fiscal 2019), that portion of units was “banked” for potential issuance following the satisfaction of the time-vesting criteria. Such portion of units “banked” was equal to (x) the target number of PSUs granted for the applicable 2017 Award Performance Year multiplied by (y) the applicable achievement percentage (166.67% in the case of fiscal 2017 and fiscal 2018), rounded down to avoid the issuance of fractional shares. Pursuant to these awards, the number of PSUs that became vested in fiscal 2020 upon the satisfaction of the time-vesting criteria was 122.6. The Company accrued compensation expense in an amount equal to the outcome upon vesting.

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

The fair value of PSUs is determined using the closing market price of the Company’s common stock on the date of grant. A summary of PSU activity under the 2014 Plan for the fiscal year ended January 2, 2021 is presented below:

				Weighted-Average
				Grant-Date Fair
	Shares			Value
Outstanding at December 28, 2019		437		$	30.35
Granted (a)		49		$	28.09
Vested		(123	)	$	28.09
Forfeited		(68	)	$	26.05
Outstanding at January 2, 2021		295		$	31.46

(a)	Represents incremental shares vested with respect to the Company satisfying certain applicable performance vesting criteria for the 2017 PSUs.

The weighted-average grant-date fair value of PSUs granted and/or incremental shares vested was $28.09, $17.51 and $80.18 during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively. The total fair value of PSUs vested during the fiscal years ended January 2, 2021 and December 28, 2019 was $3,443 and $2,891, respectively. No PSUs vested during the fiscal year ended December 29, 2018.

13.	Income Taxes

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act (the “CARES Act”) was signed into law. The CARES Act includes provisions relating to modifications to the net interest deduction limitation, net operating loss carryforward rules, refundable payroll tax credits and deferment of the employer portion of certain payroll taxes.

F-30

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On July 20, 2020, the U.S. Treasury Department released final regulations under Internal Revenue Code Section 951A (TD 9902) permitting a taxpayer to elect to exclude from its global intangible low-taxed income (“GILTI”) inclusion items of income subject to a high effective rate of foreign tax. As a result of the final regulations, the Company recorded a $7,566 tax benefit in fiscal 2020 related to the 2018 and 2019 taxes previously accrued attributable to GILTI.

The following tables summarize the Company’s consolidated provision for U.S. federal, state and foreign taxes on income:

	January 2,			December 28,			December 29,
	2021			2019			2018
Current:
U.S. federal	$	(14,052	)	$	20,900		$	1,235
State		4,421			1,873			5,918
Foreign		28,533			18,164			27,013
	$	18,902		$	40,937		$	34,166
Deferred:
U.S. federal	$	94		$	(9,137	)	$	(10,367	)
State		(2,835	)		(2,434	)		(2,566	)
Foreign		1,301			2,147			(740	)
	$	(1,440	)	$	(9,424	)	$	(13,673	)
Total tax provision	$	17,462		$	31,513		$	20,493

The components of the Company’s consolidated income before income taxes consist of the following:

	January 2,			December 28,		December 29,
	2021			2019		2018
Domestic	$	(10,467	)	$	75,932	$	126,171
Foreign		102,970			75,028		117,890
	$	92,503		$	150,960	$	244,061

The effective tax rates for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 were 18.9%, 20.9% and 8.4%, respectively. The difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate is as follows:

The Company’s effective tax rate for the fiscal year ended January 2, 2021 was impacted by the following items: (i) a $7,566 tax benefit related to the reversal of the tax impact of GILTI, (ii) a $4,714 tax benefit related to tax windfalls from stock compensation and (iii) a $1,401 tax benefit related to foreign-derived intangible income (“FDII”). These benefits were partially offset by (i) a $8,056 tax expense related to income earned in foreign jurisdictions at rates higher than the U.S. and (ii) a $2,278 tax expense for out-of-period income tax adjustments.

The Company’s effective tax rate for the fiscal year ended December 28, 2019 was impacted by the following items: (i) a $5,148 tax expense related to income earned in foreign jurisdictions and (ii) a $3,524 tax expense related to GILTI. In addition, the effective tax rate for fiscal 2019 was impacted by the following: (i) a $5,650 tax benefit related to FDII, (ii) a $1,375 tax benefit related to the reversal of tax reserves no longer needed, and (iii) a $746 tax benefit related to the cessation of certain publishing operations.

The Company’s effective tax rate for the fiscal year ended December 29, 2018 was affected by the following items: (i) a $25,353 tax benefit related to tax windfalls from stock compensation, (ii) a $8,535 tax benefit due to the reversal of a valuation allowance on foreign tax credit carryforwards that have been fully utilized, (iii) a $3,435 tax benefit due to the reversal of a valuation allowance on certain net operating losses that are now expected to be realized, (iv) a $3,430 tax benefit primarily related to the reversal of tax reserves resulting from the closure of various tax audits, (v) a $2,678 tax benefit related to favorable tax return adjustments due to the Tax Cuts and Jobs Act (the “2017 Tax Act”) and (vi) a $1,858 tax benefit related to the cessation of operations of the Company’s Mexican subsidiary.

F-31

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	January 2,			December 28,			December 29,
	2021			2019			2018
U.S. federal statutory tax rate		21.0	%		21.0	%		21.0	%
State income taxes (net of federal benefit)		1.0	%		(0.3	%)		1.1	%
Cessation of operations		0.0	%		(0.5	%)		(0.8	%)
Research and development credit		(2.2	%)		(1.2	%)		(0.5	%)
Tax windfall on share-based awards		(4.3	%)		(0.1	%)		(8.6	%)
Reserves for uncertain tax positions		0.9	%		(0.9	%)		(1.4	%)
Tax rate changes		(1.2	%)		0.0	%		0.3	%
Decrease in valuation adjustment related to foreign tax credits		0.0	%		0.0	%		(3.5	%)
Executive compensation limitation		1.2	%		0.5	%		0.3	%
GILTI		(8.2	%)		2.3	%		1.5	%
FDII		(1.5	%)		(3.7	%)		(1.9	%)
Increase (decrease) in valuation allowance due to net operating loss		0.0	%		0.4	%		(0.7	%)
Out-of-period adjustments		2.5	%		0.0	%		0.0	%
Tax return adjustments related to the 2017 Tax Act		0.0	%		(0.7	%)		(1.1	%)
Impact of foreign operations		8.7	%		3.4	%		3.2	%
Other		1.0	%		0.7	%		(0.5	%)
Total effective tax rate		18.9	%		20.9	%		8.4	%

The deferred tax assets and liabilities recorded on the Company’s consolidated balance sheets are as follows:

	January 2,			December 28,
	2021			2019
Interest expense disallowance	$	32,971		$	38,396
Operating lease liabilities		31,108			39,095
Operating loss carryforwards		8,780			9,375
Provision for estimated expenses		1,643			2,578
Salaries and wages		3,875			2,037
Share-based compensation		14,747			7,533
Other comprehensive income		8,525			9,816
Other		6,320			4,125
Less: valuation allowance		(7,190	)		(6,760	)
Total deferred tax assets	$	100,779		$	106,195
Goodwill and intangible assets	$	(227,198	)	$	(228,048	)
Operating lease assets		(28,378	)		(36,670	)
Depreciation		(3,912	)		(1,082	)
Prepaid expenses		(1,379	)		(1,311	)
Total deferred tax liabilities	$	(260,867	)	$	(267,111	)
Net deferred tax liabilities	$	(160,088	)	$	(160,916	)

F-32

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Certain foreign operations of the Company have generated net operating loss carryforwards. If it has been determined that it is more-likely-than-not that the deferred tax assets associated with these net operating loss carryforwards will not be utilized, a valuation allowance has been recorded. As of January 2, 2021 and December 28, 2019, various foreign subsidiaries had net operating loss carryforwards of approximately $32,265 and $35,534, respectively, some of which have an unlimited carryforward period, while others will begin to expire in fiscal 2021.

As a result of the 2017 Tax Act changing the U.S. to a modified territorial tax system, the Company will no longer assert its $86,133 of undistributed foreign earnings as of January 2, 2021 are permanently reinvested. The Company has considered whether there would be any potential future costs of not asserting indefinite reinvestment and does not expect such costs to be significant.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	January 2,		December 28,			December 29,
	2021		2019			2018
Balance at beginning of year	$	206	$	3,665		$	15,173
Increases related to tax positions taken in current year		0		0			60
Increases related to tax positions taken in prior years		605		264			1,207
Reductions related to tax positions taken in prior years		0		(2,731	)		(10,560	)
Reductions related to settlements with tax authorities		0		(992	)		(2,215	)
Effects of foreign currency translation		40		0			0
Balance at end of year	$	851	$	206		$	3,665

At January 2, 2021, the total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $808. Given the potential outcome of current examinations, it is reasonably possible that the balance of unrecognized tax benefits could significantly change within the next twelve months. If the taxing authorities prevail in the existing German audit, the assessed tax (including interest) impacting our financial statements could be $835.

In fiscal 2020, the Company reached a favorable settlement with the IRS for the 2017 tax year, which resulted in no adjustment. The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. At January 2, 2021, with few exceptions, the Company was no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years prior to 2018, or non-U.S. income tax examinations by tax authorities for years prior to 2015. The Company is subject to audits in certain non-U.S. jurisdictions for tax years 2013 to 2016. The resolution of these audits is not expected to be material.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company had $196 and $6 of accrued interest and penalties at January 2, 2021 and December 28, 2019, respectively. The Company recognized $190, $(257) and $(65) of an income tax expense (benefit) in interest and penalties during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively.

14.	Employee Benefit Plans

The Company sponsors the Third Amended and Restated Weight Watchers Savings Plan (the “Savings Plan”) for salaried and certain hourly US employees of the Company. The Savings Plan is a defined contribution plan that provides for employer matching contributions of 50% of the employee’s tax deferred contributions up to 6% of an employee’s eligible compensation for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018. Effective as of May 30, 2020, the Company temporarily suspended employer matching contributions through December 31, 2020. Expense related to these contributions for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $1,655, $2,901 and $3,405, respectively.

During fiscal 2014, the Company received a favorable determination letter from the IRS that qualifies the Savings Plan under Section 401(a) of the Internal Revenue Code.

F-33

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Pursuant to the Savings Plan, the Company also makes profit sharing contributions for all full-time salaried US employees who are eligible to participate in the Savings Plan (except for certain personnel above a determined compensation level). The profit sharing contribution is a guaranteed monthly employer contribution on behalf of each participant based on the participant’s age and a percentage of the participant’s eligible compensation. The Savings Plan also has a discretionary supplemental profit sharing employer contribution component that is determined annually by the Compensation Committee. Effective as of May 30, 2020, the Company temporarily suspended profit sharing contributions through December 31, 2020. Expense related to these contributions for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $914, $1,313 and $1,317, respectively.

For certain US personnel above a determined compensation level, the Company sponsors the Second Amended and Restated Weight Watchers Executive Profit Sharing Plan (“EPSP”). Under the IRS definition, the EPSP is considered a Nonqualified Deferred Compensation Plan. There is a promise of payment by the Company made on the employees’ behalf instead of an individual account with a cash balance. The EPSP provides for a guaranteed employer contribution on behalf of each participant based on the participant’s age and a percentage of the participant’s eligible compensation. The EPSP has a discretionary supplemental employer contribution component that is determined annually by the Compensation Committee.

The EPSP is valued at the end of each fiscal month, based on an annualized interest rate of prime plus 2%, with an annualized cap of 15%. Effective as of May 30, 2020, the Company temporarily suspended EPSP contributions through December 31, 2020. Expense related to this commitment for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 was $1,761, $3,691 and $2,913, respectively.

15.	Cash Flow Information

	January 2,			December 28,		December 29,
	2021			2019		2018
Net cash paid during the year for:
Interest expense	$	137,163		$	130,081	$	119,866
Income taxes^(a)	$	24,609		$	34,268	$	12,095
Noncash investing and financing activities were as follows:
Fair value of net assets acquired in connection with acquisitions	$	9,677		$	118	$	6,026
Change in Capital expenditures and Capitalized software included in accounts payable and accrued expenses	$	(347	)	$	583	$	(844	)

(a)	Fiscal 2020 and Fiscal 2019 include tax refunds received of $6,936 and $13,309, respectively.

See Note 4 for disclosures on supplemental cash flow information related to leases.

F-34

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

16.Commitments and Contingencies

Securities Class Action and Derivative Matters

In March 2019, two substantially identical class action complaints alleging violations of the federal securities laws were filed by individual shareholders against the Company, certain of the Company’s current officers and the Company’s former controlling shareholder, Artal Group S.A. (“Artal”), in the United States District Court for the Southern District of New York. The actions were consolidated and lead plaintiffs were appointed in June 2019. A consolidated amended complaint was filed on July 29, 2019, naming as defendants the Company, certain of the Company’s current officers and directors, and Artal and certain of its affiliates. A second consolidated amended complaint was filed on September 27, 2019. The operative complaint asserts claims on behalf of all purchasers of the Company’s common stock between May 4, 2018 and February 26, 2019, inclusive (the “Class Period”), including purchasers of the Company’s common stock traceable to the May 2018 secondary offering of the Company’s common stock by certain of its shareholders. The complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and/or concealed or recklessly disregarded material adverse facts. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, and with respect to the secondary offering, under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. The plaintiffs sought to recover unspecified damages on behalf of the class members. The Company filed a motion to dismiss the complaint on October 31, 2019. On November 30, 2020, the Court granted the Company’s motion to dismiss in full and dismissed the complaint. The plaintiffs did not appeal.

Between March and July 2019, the Company received shareholder litigation demands alleging breaches of fiduciary duties by certain current and former Company directors and executive officers, to the alleged injury of the Company. The allegations in the demands relate to those contained in the dismissed securities class action litigation. In response to the demands, pursuant to Virginia law, the Board of Directors has created a special committee to investigate and evaluate the claims made in the demands. In addition, four derivative complaints were filed, each making allegations against certain of the Company’s officers and directors and/or Artal and certain of its affiliates. First, on June 13, 2019, a shareholder derivative complaint was filed in the Southern District of New York against certain of the Company’s officers and directors alleging, among other things, that the defendants breached fiduciary duties to the alleged injury of the Company. The plaintiff voluntarily dismissed the complaint on July 8, 2019 and the Company agreed to treat the complaint as a litigation demand. Second, on July 23, 2019, another shareholder derivative complaint was filed in the Southern District of New York against certain of the Company’s officers and directors alleging, among other things, that the defendants breached fiduciary duties to the alleged injury of the Company. The plaintiff voluntarily dismissed the complaint the same day. Third, on October 25, 2019, another shareholder derivative complaint was filed in the Southern District of New York against certain of the Company’s officers and directors alleging, among other things, that the defendants breached fiduciary duties to the alleged injury of the Company. Finally, on December 16, 2019, a shareholder derivative complaint was filed in New York Supreme Court against certain of the Company’s officers and directors, and Artal and certain of its affiliates, alleging, among other things, that the defendants breached fiduciary duties to the alleged injury of the Company. This action and the derivative action filed October 25, 2019 were initially stayed pending a decision on the defendants’ motion to dismiss the securities class action and all parties agreed to an additional stay until February 25, 2021. The Company believes that these actions are without merit and intends to vigorously defend them.

Member Class Action Matter

In June 2020, a Workshops + Digital (then known as Studio + Digital) member filed a class action complaint against the Company in the Superior Court of California in Ventura County. The complaint was filed on behalf of all Workshops + Digital members nationwide and regards the fees charged for Workshops + Digital memberships since the replacement of in-person workshops with virtual workshops in March 2020 in response to the COVID-19 pandemic. The complaint alleged, among other things, that the Company’s decision to charge its members the full Workshops + Digital membership fee while only providing a virtual workshop experience violated California state consumer protection laws and gave rise to claims for breach of contract, fraud, and other tort causes of action based on the same factual allegations that are the basis for the breach of contract claim. The plaintiff seeks to recover damages plus injunctive relief to enjoin the Company from engaging in similar conduct in the future on behalf of the class members.

F-35

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On July 30, 2020, the Company filed a notice to remove the matter to the United States District Court for the Central District of California, and per the parties’ stipulation, on August 7, 2020, the case was transferred to the United States District Court for the Southern District of New York. On September 23, 2020, the Company filed a motion to dismiss all of the plaintiff’s claims with prejudice. At the parties’ September 29, 2020 preliminary conference, the court issued an order permitting the plaintiff to either submit her opposition to the motion to dismiss or file an amended complaint by October 14, 2020. On October 14, 2020, the plaintiff filed an amended complaint with predominantly the same claims. The Company filed another motion to dismiss the matter on November 4, 2020. The plaintiff filed her opposition brief on November 19, 2020, and the Company filed its reply brief on November 25, 2020. The Company believes that this matter is without merit and intends to vigorously defend it.

Other Litigation Matters

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

Commitments

Minimum commitments under non-cancelable purchase obligations at January 2, 2021 was $28,239, of which $9,378 is due in fiscal 2021, $9,378 is due in fiscal 2022, $7,544 is due in fiscal 2023 and the remaining $1,939 is due in fiscal 2024. See Note 4 for disclosures related to minimum commitments under non-cancelable lease obligations, primarily for office and rental facilities operating leases.

17.	Segment and Geographic Data

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

Information about the Company’s reportable segments is as follows:

	Total Revenue, net
	for the Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
North America	$	942,100	$	979,302	$	1,047,251
Continental Europe		313,380		293,233		304,325
United Kingdom		84,387		94,557		107,072
Other		38,257		46,245		55,473
Total revenue, net	$	1,378,124	$	1,413,337	$	1,514,121

F-36

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	Net Income
	for the Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Segment operating income:
North America	$	269,580	$	281,937	$	351,599
Continental Europe		124,891		95,201		114,708
United Kingdom		10,648		9,543		18,814
Other		2,341		4,374		9,604
Total segment operating income		407,460		391,055		494,725
General corporate expenses		191,298		103,070		105,740
Interest expense		123,310		135,267		142,346
Other expense, net		349		1,758		2,578
Provision for income taxes		17,462		31,513		20,493
Net income	$	75,041	$	119,447	$	223,568
Net loss attributable to the noncontrolling interest		38		169		181
Net income attributable to WW International, Inc.	$	75,079	$	119,616	$	223,749

	Depreciation and Amortization
	for the Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
North America	$	39,740	$	36,643	$	37,137
Continental Europe		1,615		1,709		1,347
United Kingdom		1,017		802		1,487
Other		370		443		597
Total segment depreciation and amortization		42,742		39,597		40,568
General corporate depreciation and amortization		16,780		14,738		12,032
Depreciation and amortization	$	59,522	$	54,335	$	52,600

The following tables present information about the Company’s sources of revenue and other information by geographic area. There were no material amounts of sales or transfers among geographic areas and no material amounts of US export sales.

	Total Revenue, net for the Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Digital Subscription Revenues	$	743,060	$	609,996	$	567,767
Workshops + Digital Fees		443,429		597,270		705,429
In-studio product sales		40,352		118,493		148,856
E-commerce, licensing, franchise royalties and other		151,283		87,578		92,069
	$	1,378,124	$	1,413,337	$	1,514,121

F-37

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	Total Revenue, net for the Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018

United States	$	880,945	$	913,930	$	974,843
Canada		61,155		65,372		72,408
Continental Europe		313,380		293,233		304,325
United Kingdom		84,387		94,557		107,072
Other		38,257		46,245		55,473
	$	1,378,124	$	1,413,337	$	1,514,121

	Long-Lived Assets for the Fiscal Year Ended
	January 2, 2021 (a)		December 28, 2019 (a)		December 29, 2018
United States	$	43,651	$	43,909	$	43,772
Canada		4,508		4,997		4,825
Continental Europe		1,471		2,374		1,257
United Kingdom		1,751		2,068		1,924
Other		554		718		424
	$	51,935	$	54,066	$	52,202

(a)	Amounts include finance lease assets

	Operating Lease Assets for the Fiscal Year Ended
	January 2, 2021		December 28, 2019
United States	$	107,023	$	134,623
Canada		6,136		9,270
Continental Europe		3,038		4,490
United Kingdom		2,217		2,533
Other		688		1,067
	$	119,102	$	151,983

18.	Fair Value Measurements

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

•

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

•

Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

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

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

F-38

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value of Financial Instruments

The Company’s significant financial instruments include long-term debt and interest rate swap agreements as of January 2, 2021 and December 28, 2019. The fair value of the Company’s borrowings under the Revolving Credit Facility approximated a carrying value of $0 at both January 2, 2021 and December 28, 2019.

The fair value of the Company’s Credit Facilities is determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of January 2, 2021 and December 28, 2019, the fair value of the Company’s long-term debt was approximately $1,501,148 and $1,597,852, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $1,485,800 and $1,576,170, respectively.

Derivative Financial Instruments

The fair values for the Company’s derivative financial instruments are determined using observable current market information such as the prevailing LIBOR interest rate and LIBOR yield curve rates and include consideration of counterparty credit risk. See Note 19 for disclosures related to derivative financial instruments.

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

			Fair Value Measurements Using:
	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest rate swap liability at January 2, 2021	$	28,283	$	0	$	28,283	$	0
Interest rate swap liability at December 28, 2019	$	21,597	$	0	$	21,597	$	0

The Company did not have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3 during the fiscal years ended January 2, 2021 and December 28, 2019.

19.	Derivative Instruments and Hedging

As of January 2, 2021, the Company had in effect interest rate swaps with an aggregate notional amount totaling $750,000. As of December 28, 2019, the Company had in effect an interest rate swap with a notional amount totaling $1,000,000, which expired by its terms on April 2, 2020.

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

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

F-39

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As of January 2, 2021 and December 28, 2019, cumulative unrealized losses for qualifying hedges were reported as a component of accumulated other comprehensive loss in the amounts of $20,979 ($28,161 before taxes) and $15,529 ($20,856 before taxes), respectively. As of January 2, 2021, the aggregate fair value of the Company’s current swaps was a liability of $28,283, which is included in derivative payable in the consolidated balance sheet. As of December 28, 2019, the fair value of the Company’s then-effective swap was a liability of $1,881, which is included in derivative payable in the consolidated balance sheet. As of December 28, 2019, the aggregate fair value of the Company’s current swaps was a liability of $19,716, which is included in derivative payable in the consolidated balance sheet.

The Company is hedging forecasted transactions for periods not exceeding the next four years. The Company expects approximately $4,658 ($6,227 before taxes) of derivative losses included in accumulated other comprehensive loss at January 2, 2021, based on current market rates, will be reclassified into earnings within the next 12 months.

20.	Accumulated Other Comprehensive Loss

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

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

	Fiscal Year Ended January 2, 2021
	Loss on Qualifying Hedges			Loss on Foreign Currency Translation			Total
Beginning balance at December 28, 2019	$	(15,529	)	$	(11,823	)	$	(27,352	)
Other comprehensive (loss) income before reclassifications, net of tax		(14,590	)		7,555			(7,035	)
Amounts reclassified from accumulated other comprehensive loss, net of tax^(b)		9,140			0			9,140
Net current period other comprehensive (loss) income including noncontrolling interest		(5,450	)		7,555			2,105
Less: Net current period other comprehensive loss attributable to the noncontrolling interest		0			98			98
Ending balance at January 2, 2021	$	(20,979	)	$	(4,170	)	$	(25,149	)

(a)	Amounts in parentheses indicate debits

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

	Fiscal Year Ended December 28, 2019
	Loss on Qualifying Hedges			Loss on Foreign Currency Translation			Total
Beginning balance at December 29, 2018	$	(1,175	)	$	(14,582	)	$	(15,757	)
Other comprehensive (loss) income before reclassifications, net of tax		(13,752	)		2,737			(11,015	)
Amounts reclassified from accumulated other comprehensive loss, net of tax^(b)		(602	)		0			(602	)
Net current period other comprehensive (loss) income including noncontrolling interest		(14,354	)		2,737			(11,617	)
Less: Net current period other comprehensive loss attributable to the noncontrolling interest		0			22			22
Ending balance at December 28, 2019	$	(15,529	)	$	(11,823	)	$	(27,352	)

(a)	Amounts in parentheses indicate debits

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

F-40

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	Fiscal Year Ended December 29, 2018
	Loss on Qualifying Hedges			Loss on Foreign Currency Translation			Total
Beginning balance at December 30, 2017	$	(5,392	)	$	(5,075	)	$	(10,467	)
Other comprehensive income (loss) before reclassifications, net of tax		3,263			(8,556	)		(5,293	)
Amounts reclassified from accumulated other comprehensive loss, net of tax^(b)		2,115		0				2,115
Adoption of accounting standard		(1,161	)		(1,324	)		(2,485	)
Net current period other comprehensive income (loss) including noncontrolling interest		4,217			(9,880	)		(5,663	)
Less: Net current period other comprehensive loss attributable to the noncontrolling interest	0				373			373
Ending balance at December 29, 2018	$	(1,175	)	$	(14,582	)	$	(15,757	)

(a)	Amounts in parentheses indicate debits

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

Reclassifications out of Accumulated Other Comprehensive Loss^(a)

	Fiscal Year Ended
	January 2,			December 28,			December 29,
	2021			2019			2018
Details about Other Comprehensive Loss Components	Amounts Reclassified from Accumulated Other Comprehensive Loss									Affected Line Item in the Statement Where Net Income is Presented
(Loss) Gain on Qualifying Hedges
Interest rate contracts	$	(12,218	)	$	807		$	(2,835	)	Interest expense
		(12,218	)		807			(2,835	)	Income before income taxes
		3,078			(205	)		720		Provision from income taxes
	$	(9,140	)	$	602		$	(2,115	)	Net income

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

F-41

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

21.	Recently Issued Accounting Pronouncements

In December 2019, the FASB issued updated guidance simplifying the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 as well as by improving consistent application of GAAP by clarifying and amending existing guidance. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

22.	Related Party

As previously disclosed, on October 18, 2015, the Company entered into the Strategic Collaboration Agreement with Oprah Winfrey, under which she would consult with the Company and participate in developing, planning, executing and enhancing the WW program and related initiatives, and provide it with services in her discretion to promote the Company and its programs, products and services for an initial term of five years (the “Initial Term”).

As previously disclosed, on December 15, 2019, the Company entered into an amendment of the Strategic Collaboration Agreement with Ms. Winfrey, pursuant to which, among other things, the Initial Term of the Strategic Collaboration Agreement was extended until April 17, 2023 (with no additional successive renewal terms) after which a second term will commence and continue through the earlier of the date of the Company’s 2025 annual meeting of shareholders or May 31, 2025. Ms. Winfrey will continue to provide the above-described services during the remainder of the Initial Term and, during the second term, will provide certain consulting and other services to the Company. In consideration of Ms. Winfrey entering into the amendment to the Strategic Collaboration Agreement and the performance of her obligations thereunder, on December 15, 2019 the Company granted Ms. Winfrey a fully vested option to purchase 3,276 shares of the Company’s common stock (the "Winfrey Amendment Option") which became exercisable on May 6, 2020, the date on which shareholder approval of such option was obtained. The amendment to the Strategic Collaboration Agreement became operative on May 6, 2020 when the Company's shareholders approved the Winfrey Amendment Option. Based on the Black Scholes option pricing method as of May 6, 2020, the Company recorded $32,686 of compensation expense in the second quarter of fiscal 2020 for the Winfrey Amendment Option. The Company used a dividend yield of 0.0%, 63.68% volatility and a risk-free interest rate of 0.41%. Compensation expense is included as a component of selling, general and administrative expenses.

In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $2,228, $2,791 and $2,208 for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018, respectively, which services included advertising, production and related fees. Also, during the fiscal year ended December 28, 2019, the Company received advertising services from entities related to Ms. Winfrey at no charge with an estimated value of $330.

Entities related to Ms. Winfrey were reimbursed for actual costs incurred in connection with the WW Presents: Oprah’s 2020 Vision tour totaling $1,653 for the fiscal year ended January 2, 2021.

The Company’s accounts payable to parties related to Ms. Winfrey at January 2, 2021 and December 28, 2019 was $76 and $72, respectively.

In fiscal 2020, as permitted by the transfer provisions set forth in the previously disclosed Share Purchase Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, as amended, and the previously disclosed Winfrey Option Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, Ms. Winfrey sold 2,782 of the shares she purchased under such purchase agreement and exercised a portion of her stock options granted in 2015 resulting in the sale of 1,118 shares issuable under such options, respectively.

F-42

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

23.	Restructuring

As previously disclosed, in the second quarter of fiscal 2020, in connection with its cost-savings initiative, and its continued response to the COVID-19 pandemic and the related shift in market conditions, the Company committed to a plan of reduction in force which has resulted and will result in the elimination of certain positions and termination of employment for certain employees worldwide. The Company had previously estimated this plan would cost $22,500. To adjust to anticipated consumer demand, the Company evolved its workshop strategy and expanded its restructuring plan to include lease termination and other related costs. During the second, third and fourth quarters of fiscal 2020, the Company continued to reduce its total headcount, which decreased approximately 43% from the end of fiscal 2019 to the end of fiscal 2020. As of January 2, 2021, the Company had approximately 10 employees, a majority of whom were part-time employees. The Company recorded expenses in connection with employee termination benefit costs of $25,103 and lease termination and other related costs of $7,989, totaling $33,092 ($24,756 after tax) for the fiscal year ended January 2, 2021. These expenses impacted cost of revenues by $23,300 and selling, general and administrative expenses by $9,792 for the fiscal year ended January 2, 2021. All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended January 2, 2021, the Company made payments of $15,434 towards the liability for these employee termination benefit costs and increased provision estimates by $180. For the fiscal year ended January 2, 2021, the Company made payments of $645 towards the liability for these lease termination and related costs. The Company expects the remaining employee termination benefit liability of $9,849 and the remaining lease termination liability of $5,320 to be paid in full no later than the end of fiscal 2023.

In the first quarter of fiscal 2021, as the Company continued to evaluate its cost structure, anticipate consumer demand and focus on costs, the Company committed to a plan which will result in the termination of operating leases and elimination of certain positions worldwide. The Company currently expects to record restructuring expenses of approximately $18,000 in fiscal 2021 related to this new plan.

As previously disclosed, in the first quarter of fiscal 2019, the Company undertook an organizational realignment which resulted in the elimination of certain positions and termination of employment for certain employees worldwide. The Company recorded expenses in connection with employee termination benefit costs of $6,331 ($4,727 after tax) for the fiscal year ended December 28, 2019 (all expenses were recorded in the first quarter of fiscal 2019). These expenses impacted cost of revenues by $1,425 and selling, general and administrative expense by $4,906 for the fiscal year ended December 28, 2019. The Company did not record additional expenses in connection with this organizational realignment. All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended December 28, 2019, the Company made payments of $5,077 towards the liability for these expenses and lowered provision estimates by $83. For the fiscal year ended January 2, 2021, the Company made payments of $1,052 towards the liability for these expenses and lowered provision estimates by $119. As of January 2, 2021, there was no outstanding liability related thereto.

24.	Quarterly Financial Information (Unaudited)

The following is a summary of the unaudited quarterly consolidated results of operations for the fiscal years ended January 2, 2021 and December 28, 2019.

	For the Fiscal Quarters Ended
	March 28,			June 27,		September 26,		January 2,
	2020			2020		2020		2021
Fiscal year ended January 2, 2021
Revenues, net	$	400,361		$	333,637	$	320,699		$	323,427
Gross profit	$	210,991		$	194,671	$	190,096		$	182,083
Operating income	$	24,867		$	50,985	$	92,642		$	47,668
Net (loss) income attributable to the Company	$	(6,063	)	$	14,006	$	54,525		$	12,611
Basic (loss) earnings per share	$	(0.09	)	$	0.21	$	0.80		$	0.18
Diluted (loss) earnings per share	$	(0.09	)	$	0.20	$	0.78		$	0.18

F-43

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	For the Fiscal Quarters Ended
	March 30,			June 29,		September 28,		December 28,
	2019			2019		2019		2019
Fiscal year ended December 28, 2019
Revenues, net	$	363,164		$	369,023	$	348,567	$	332,583
Gross profit	$	200,948		$	215,814	$	194,769	$	175,151
Operating income	$	21,897		$	105,473	$	94,729	$	65,886
Net (loss) income attributable to the Company	$	(10,687	)	$	53,834	$	47,086	$	29,383
Basic (loss) earnings per share	$	(0.16	)	$	0.80	$	0.70	$	0.44
Diluted (loss) earnings per share	$	(0.16	)	$	0.78	$	0.68	$	0.42

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.

As discussed in Note 23, the Company recorded restructuring charges of $11,209 ($8,325 after tax), $2,251 ($1,680 after tax) and $19,632 ($14,687 after tax) during the second, third and fourth quarters of fiscal 2020, respectively, in connection with employee termination benefit costs and lease termination and other related costs associated with its previously disclosed plan to restructure its organization, reducing gross profit, operating income, net income attributable to the Company and EPS for the second, third and fourth quarters of fiscal 2020.

As discussed in Note 22, in the second quarter of fiscal 2020, the Company recorded $32,686, or $0.35 per fully diluted share, of stock compensation expense for the Winfrey Amendment Option.

As discussed in Note 7, in the first quarter of fiscal 2020, the Company recorded a $3,665, or $0.04 per fully diluted share, impairment charge for goodwill related to its Brazil reporting unit.

As discussed in Note 13, in the fourth quarter of fiscal 2020, the Company identified and recorded a $2,278 tax expense for out-of-period income tax adjustments.

F-44

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(IN THOUSANDS)

			Additions
	Balance at		Charged to			Charged						Balance at
	Beginning		Costs and			to Other			Deductions			End
	of Period		Expenses			Accounts			⁽¹⁾			of Period
FISCAL YEAR ENDED JANUARY 2, 2021
Allowance for doubtful accounts	$	1,813	$	411		$	0		$	74		$	2,298
Inventory and other reserves	$	4,685	$	16,425		$	0		$	(10,871	)	$	10,239
Tax valuation allowance	$	6,760	$	792		$	141		$	(503	)	$	7,190

FISCAL YEAR ENDED DECEMBER 28, 2019
Allowance for doubtful accounts	$	1,743	$	(123	)	$	0		$	193		$	1,813
Inventory and other reserves	$	3,843	$	8,710		$	0		$	(7,868	)	$	4,685
Tax valuation allowance	$	6,191	$	709		$	(40	)	$	(100	)	$	6,760

FISCAL YEAR ENDED DECEMBER 29, 2018
Allowance for doubtful accounts	$	2,001	$	130		$	0		$	(388	)	$	1,743
Inventory and other reserves	$	3,984	$	7,906		$	0		$	(8,047	)	$	3,843
Tax valuation allowance	$	22,760	$	1,893		$	(403	)	$	(18,059	)	$	6,191

(1)	Primarily represents the utilization of established reserves, net of recoveries, where applicable.

S-1

EXHIBIT INDEX

Exhibit Number		Description

*23.1		Consent of Independent Registered Public Accounting Firm.

*31.1		Rule 13a-14(a) Certification by Mindy Grossman, Chief Executive Officer.

*31.2		Rule 13a-14(a) Certification by Amy O’Keefe, Chief Financial Officer.

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

*Exhibit 101

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

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

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

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

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

*EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

*Exhibit 104		The cover page from WW International, Inc.’s Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended January 2, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WW INTERNATIONAL, INC.

Date: March 30, 2021	By:	/S/ AMY O’KEEFE
		Amy O’Keefe
		Chief Financial Officer
		(Principal Financial Officer)