WW International, Inc.

The new offering, starting at $129, enhances the Company’s holistic weight management program, which includes behavioral and clinical solutions with support from board-certified clinicians, registered dietitians, and the global WeightWatchers communityNEW YORK, Oct. 08, 2024 (GLOBE NEWSWIRE) -- WeightWatchers (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) announced today the addition of compounded semaglutide into its offering, broadening eligible members’ access to clinical weight management interventions that are underpinned by the comprehensive, science-backed, behavioral and lifestyle support that has helped millions of people reach and sustain their weight goals. “At WeightWatchers, we have always combined proven science and personalized support to help our members achieve meaningful, lasting results. With the addition of compounded semaglutide, we are expanding our offering to include a clinical weight management solution that is both accessible and affordable,” said Tara Comonte, Interim CEO of WeightWatchers. “This launch is the culmination of extensive research and rigorous work by our team to ensure that we are offering the highest quality care — reaffirming the trust we’ve built over six decades as the leader in weight management.” Shortages of GLP-1 medications have plagued the market for more than two years, with patients often unable to find name-brand medications in stock at their local pharmacies. Over the past year, WeightWatchers has called local pharmacies across the country on behalf of members to conduct almost 3 million stock checks for GLP-1 medications and found them in stock just 4.5% of the time. These shortages can result in delays or interruptions of treatment, which negatively impact health outcomes for patients. “Given the ongoing shortages of branded medications such as Ozempic and Wegovy, WeightWatchers is committed to ensuring our members still have access to effective alternatives and the support they need to achieve the health outcomes they deserve,” continued Comonte. Over the last six months, roughly 45% of WeightWatchers Clinic members eligible for and prescribed a GLP-1 by their clinician have been denied coverage by their insurance after three prior authorization requests.1 Less than 40% of insurers cover GLP-1 medications for weight loss, leaving many individuals living with obesity without crucial financial support, and for those with coverage, more than half say their GLP-1 is still difficult to afford2. “We know that compounded semaglutide can be an important option for those seeking weight loss support, given its greater availability and affordability,” said Dr. Jamil Alkhaddo, Medical Director of WeightWatchers. “In fact, over 50% of current WeightWatchers members have expressed consideration of a compounded GLP-1 for their journey.3 That’s why, after months of thorough research, and careful evaluation of multiple facilities, we partnered with a trusted, FDA-registered 503B facility that meets our high standards for quality and patient care — so our eligible members can feel confident in this new option as a trusted part of their weight loss plan.” For drugs that appear on the FDA drug shortages list, the FDA allows compounding pharmacies to create compounded medications that are identical to, or nearly identical to,4 the drug in shortage. WeightWatchers undertook an extensive and robust diligence process to select an FDA-registered 503B facility. A 503B must adhere to Current Good Manufacturing Practice (CGMP) regulations, which are the same manufacturing standards enforced by the FDA for all manufacturing facilities involved in the production of FDA-approved drugs. Every batch of the finished product from a 503B facility is tested for sterility and potency, among other things, before release. For more information about WeightWatchers’ Compounded GLP-1 medication offering and due diligence process, the Company has published a comprehensive Transparency Report which can be found at ww.com/compounded-glp1-safety. “Patient safety and education are our top priorities, which is why anyone prescribed a compounded GLP-1, receives step-by-step guidance on how to use the medication safely, including access to one-on-one support from a trained clinician via a telehealth appointment,” said Dr. Alkhaddo. “Beyond offering this new clinical solution, we’re committed to delivering the personalized high-touch support that our members expect throughout their journey. Each member has access to a full care team — from insurance coordinators and registered dietitians to fitness coaches and board-certified clinicians.” WeightWatchers Clinic members also receive behavioral and lifestyle support included in their subscription, which means they can access all of WeightWatchers’ programs, including the GLP-1 Program, WeightWatchers’ #1 doctor-recommended Points® Program, and WeightWatchers’ Diabetes Program. This wraparound support, which includes Workshops and a built-in community is crucial to delivering best-in-class health outcomes. WeightWatchers members who take a GLP-1 medication in conjunction with the behavioral Points® Program lose 11% more weight than those taking weight-loss medications alone5. WeightWatchers clinicians have the option to prescribe compounded semaglutide, if determined that the use of a GLP-1 weight-loss medication is appropriate for a patient. Eligible members can either use their insurance for brand-name medications or choose to self-pay for brand-name medications or compounded semaglutide. Only patients meeting clinical eligibility requirements will be prescribed a compounded GLP-1; the clinical eligibility requirements for compounded GLP-1s are the same as for brand-name medications. If prescribed, WeightWatchers members receive their compounded semaglutide within 1-3 business days. They can also request a Certificate of Analysis (COA) for their medication, which provides transparency as to how medications were tested and quality standards in place throughout the process. WeightWatchers continues to deliver a holistic care model of high-touch, accessible clinical solutions in combination with its comprehensive, science-backed behavioral programs, providing members with all of the tools and resources they need to reach and sustain their weight health goals. About WW International, Inc.WeightWatchers is a human-centric technology company powered by our proven, science-based, clinically effective weight loss and weight management programs. For six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our programs. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com. 1 Source: WeightWatchers internal data over a six month period. April - September 2024.2 International Foundation of Employee Benefit Plans: GLP-1 Drugs: 2024 Pulse Survey Report U.S. Data3 Source: WeightWatchers Spectrum Target Audience Study. Partnered with BSG. August 2024.4 A compounded drug is “identical or nearly identical” if it and the FDA-approved drug have the same active ingredient(s), route of administration, dosage form, dosage strength, and excipients.5 Based on an analysis of virtual clinic member data at 4 weeks of membership comparing those who initiate WW’s behavior change program and those who don’t. This persisted with use of first and second generation FDA-approved anti-obesity medications. Compounded medications were not included in the analysis. Completed in Jan 2024

Independent Board Member Tara Comonte Will Serve as Interim Chief Executive OfficerSima Sistani Will Step Down as CEO and Director NEW YORK, Sept. 27, 2024 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) announced today that WeightWatchers Board member Tara Comonte has been appointed Interim Chief Executive Officer. Ms. Comonte succeeds Sima Sistani, who departs from her role as Chief Executive Officer and as a member of the Board, effective today. During her tenure, Ms. Sistani led the Company’s transformation to a modern digital health organization and extended the Company’s portfolio of solutions into the telehealth space with the acquisition and integration of Sequence (now WeightWatchers Clinic). This expanded the Company’s offerings to include high-touch clinical weight management solutions alongside its science-backed behavioral programs. “On behalf of the Board, I want to sincerely thank Sima for her leadership in advancing our strategy, for adding WeightWatchers Clinic to our offerings and for her unwavering commitment to our mission,” said Thilo Semmelbauer, Chairman of the WeightWatchers Board of Directors. “We wish her all the best in her future endeavors.” Ms. Comonte steps into the role at a time when the Company is focused on improving its operational and financial performance while continuing to build on its product innovation and solutions for members. With extensive executive leadership experience in strategy, technology, operations, and finance, along with her deep familiarity with WeightWatchers as a Board member, she is well-equipped to guide the Company’s transformation, sharpen its strategic focus, and evolve its behavioral and clinical offerings to drive growth. Most recently, Ms. Comonte served as CEO of TMRW Life Sciences, and prior to that, President and CFO of Shake Shack. She also serves on the boards of Kindbody and Strava. “The Board is pleased to welcome Tara as Interim Chief Executive Officer,” said Semmelbauer. “Her proven ability to lead cross-functional transformations and drive growth, coupled with her deep understanding of our mission and commitment to our members, give us full confidence that she is the right leader to steer WeightWatchers through this pivotal moment and position the Company for sustained success.” “I am looking forward to partnering closely with the WeightWatchers’ leadership team and Board as we advance the Company’s strategy to expand access and care during this critical period of our transformation,” said Ms. Comonte. “WeightWatchers is a strong, globally recognized business with a proven track record of success and competitive leadership advantage. I am confident that we have the right team in place and are focused on the right strategies to drive growth while staying true to our mission to empower members to live healthier, longer lives.” Ms. Comonte joined the WeightWatchers Board of Directors in June 2023. In connection with this announcement, the WeightWatchers Board of Directors has been reduced from nine to eight members. The Company is reaffirming its previously stated full-year 2024 guidance with respect to End of Period Subscribers, Revenue, Adjusted Operating Income and Adjusted EBITDAS. About WW International, Inc. WeightWatchers is a human-centric technology company powered by our proven, science-based, clinically effective weight loss and weight management programs. For six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our programs. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com. This news release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement, including, among other things the risks and uncertainties detailed from time to time in our periodic reports filed with the United States Securities and Exchange Commission (the "SEC"), including the disclosure contained in Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K filed with the SEC. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at http://corporate.ww.com). For more information, contact: Media: Kelsey Merkel Communications@ww.com Investors: John Mills or Anna Kate Heller WeightWatchers@icrinc.com

End of Period Subscribers of 3.8 million, including 81 thousand End of Period Clinical SubscribersRevenues of $202.1 millionGross margin of 67.9%Operating Income of $35.9 million; excluding the net impact of restructuring charges related to prior year restructuring plans, adjusted operating income of $37.9 millionProvides update to full year fiscal 2024 guidanceAnnounces 2024 Restructuring Plan that is expected to result in $100 million of annual run-rate cost savings related to strategic streamlining of the Company’s operational structure to optimize its clinical and behavioral product portfolio and to its cost-savings initiative NEW YORK, Aug. 01, 2024 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the second quarter of fiscal 2024. "WeightWatchers has the right strategy to return the business to growth. With a rapidly changing landscape, we are taking decisive actions to navigate through this environment and completely reimagining how we operate," said Sima Sistani, the Company’s CEO. "We are executing a significant streamlining of our operational structure, to focus and execute against our strategic pillars to expand care, expand access, and expand payment options for our members. These initiatives enable us to serve a broader population as the leading digital health provider of weight health, catalyzing our return to growth and positioning the Company for long-term success." "We are refining our operational framework against our product roadmap, concentrating on high impact initiatives to enhance efficiency, accountability and speed. These actions are part of a comprehensive cost reduction plan, targeting $100 million in annualized savings including $20 million of savings currently reflected in our 2024 guidance," said Heather Stark, the Company’s CFO. "We are committed to maximizing profitability and making strategic decisions that will best position the Company for long-term success." Q2 2024 Consolidated Results % Change % ChangeAdjusted forConstantCurrency(1) Three Months Ended June 29, July 1, 2024 2023 (in millions except percentages and per share amounts) Subscription Revenues, net$200.0 $212.1 (5.7%) (5.4%)Other Revenues, net(2) 2.1 14.7 (85.6%) (85.5%)Revenues, net$202.1 $226.8 (10.9%) (10.6%)Gross Profit$137.3 $143.2 (4.1%) (3.8%)Non-GAAP Adjustments(1) Net Restructuring Charges(3) (0.1) 0.7 Adjusted Gross Profit(1)$137.2 $143.8 (4.6%) (4.3%)Operating Income$35.9 $26.3 36.5% 37.6%Non-GAAP Adjustments(1) Net Restructuring Charges(3) 2.0 2.7 Acquisition Transaction Costs - 4.9 Adjusted Operating Income(1)$37.9 $33.9 12.0% 12.8%Net Income$23.3 $50.8 (54.2%) (53.8%)EPS$0.29 $0.65 (54.9%) (54.5%)Total Paid Weeks 50.7 53.4 (4.9%) N/ADigital(4)Paid Weeks 42.0 43.2 (2.9%) N/AWorkshops + Digital(5)Paid Weeks 7.7 9.8 (21.3%) N/AClinical(6)Paid Weeks 1.1 0.4 205.4% N/A End of Period Subscribers(7) 3.8 4.1 (6.1%) N/ADigital Subscribers 3.2 3.3 (4.2%) N/AWorkshops + Digital Subscribers 0.6 0.7 (21.4%) N/AClinical Subscribers 0.1 0.0 119.8% N/A___________________________________Note: Totals may not sum due to rounding. (1) See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.(2) “Other Revenues, net” (formerly known as “Product Sales and Other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues, net” included sales of consumer products.(3) See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2023, 2022, 2021, and 2020 restructuring plans, and the reversal of certain of the charges associated therewith. (4) “Digital” refers to providing subscriptions to the Company’s digital product offerings.(5) “Workshops + Digital” refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings.(6) “Clinical” refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence).(7) “Subscribers” refers to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations. Q2 2024 Business and Financial Highlights End of Period Subscribers in Q2 2024 were down 6.1% versus the prior year period, driven by declines in the Digital and Workshops + Digital businesses. Q2 2024 End of Period Digital Subscribers decreased 4.2% versus the prior year period. Q2 2024 End of Period Workshops + Digital Subscribers decreased 21.4% versus the prior year period. Q2 2024 End of Period Clinical Subscribers increased 119.8% versus the prior year period. Total Paid Weeks in Q2 2024 were down 4.9% versus the prior year period driven by declines in the Digital and Workshops + Digital businesses. Q2 2024 Digital Paid Weeks decreased 2.9% versus the prior year period. Q2 2024 Workshops + Digital Paid Weeks decreased 21.3% versus the prior year period. Q2 2024 Clinical Paid Weeks increased 205.4% versus the prior year period. Revenues in Q2 2024 were $202.1 million. On a constant currency basis, Q2 2024 revenues decreased 10.6% versus the prior year period. Subscription Revenues in Q2 2024 were $200.0 million. On a constant currency basis, these revenues decreased 5.4% versus the prior year period. Subscription Revenues included $19.7 million of Clinical Subscription Revenues.Other Revenues in Q2 2024 were $2.1 million. On a constant currency basis, these revenues decreased 85.5% versus the prior year period driven by the discontinuation of the consumer products business. Gross Profit in Q2 2024 was $137.3 million, compared to $143.2 million in the prior year period. Adjusted gross profit in Q2 2024, which excluded the reversal of $0.1 million of restructuring charges related to a prior year restructuring plan, was $137.2 million. Adjusted gross profit in Q2 2023, which excluded the net impact of $0.7 million of restructuring charges, was $143.8 million. Gross Margin in Q2 2024 was 67.9%, as compared to 63.1% in the prior year period. Adjusted gross margin in Q2 2024 was 67.9%, up from an adjusted gross margin of 63.4% in the prior year period, driven primarily by the discontinuation of the lower margin consumer products business at the end of 2023. Operating Income in Q2 2024 was $35.9 million, compared to operating income of $26.3 million in the prior year period. Adjusted operating income in Q2 2024, which excluded the net impact of $2.0 million of restructuring charges related to prior year restructuring plans, was $37.9 million. Adjusted operating income in Q2 2023, which excluded the net impact of $2.7 million of restructuring charges and the impact of $4.9 million of acquisition transaction costs, was $33.9 million. Income Tax Benefit in Q2 2024 was $15.8 million, which reflected the impact of an unusually high negative annual effective tax rate driven by a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance. In the prior year period, income tax benefit was $48.1 million. Net Income in Q2 2024 was $23.3 million compared to net income of $50.8 million in the prior year period. Diluted Earnings per share in Q2 2024 was $0.29 compared to diluted earnings per share of $0.65 in the prior year period. Certain items affect year-over-year comparability. Q2 2024 diluted earnings per share incorporated the net positive impact of $0.42 per diluted share in the aggregate due to the following items: $0.44 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance.$0.02 per diluted share net negative impact of restructuring charges related to prior year restructuring plans. Q2 2023 diluted earnings per share incorporated the positive impact of $0.69 per diluted share in the aggregate due to the following items: $0.77 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2023 guidance.$0.05 per diluted share negative impact from acquisition transaction costs.$0.03 per diluted share negative net impact of restructuring charges. Other Items Cash balance as of June 29, 2024 was $42.7 million. On that same date, the Company had no outstanding borrowings under its revolving credit facility.2024 Restructuring Plan: In connection with the strategic streamlining of its operational structure to optimize its clinical and behavioral product portfolio and its cost-savings initiative, the Company committed to a plan of reduction in force that will result in the elimination of certain positions and the termination of employment for certain employees worldwide (the “2024 Restructuring Plan”). The Company anticipates recording restructuring charges that it currently estimates will range between $12.0 million to $15.0 million in the aggregate in the second half of fiscal 2024. Full Year Fiscal 2024 Guidance The Company is providing the following update to its full year fiscal 2024 guidance: Revenue is expected to be at least $770.0 million.Operating loss is expected to be at most $180.7 million; excluding non-cash intangible impairment charges and the net impact of restructuring charges, adjusted operating income is expected to be at least $100.0 million. Second Quarter 2024 Conference Call and WebcastThe Company has scheduled a conference call today at 8:30 a.m. ET. During the conference call, Sima Sistani, Chief Executive Officer, and Heather Stark, Chief Financial Officer, will discuss the second quarter of fiscal 2024 results and answer questions from the investment community. The live webcast of the conference call will be available on the Company’s corporate website, corporate.ww.com, under Events and Presentations. Supplemental investor materials will also be available in the same location prior to the start of the webcast. A replay of the webcast will be available on this site for approximately 90 days. Statement regarding Non-GAAP Financial Measures The following provides information regarding non-GAAP financial measures used in this earnings release and today’s scheduled conference call: To supplement the Company's consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross margin, operating income (loss), operating income (loss) margin and selling, general and administrative expenses are discussed both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to (i) the second quarter of fiscal 2024 to exclude the impact or net impact, as applicable, of charges associated with the Company's previously disclosed 2023 restructuring plan (the “2023 plan”) and the Company's previously disclosed 2022 restructuring plan (the “2022 plan”); (ii) the first six months of fiscal 2024 to exclude (x) the impact of impairment charges for the Company's franchise rights acquired related to its United States, Australia, New Zealand and United Kingdom units of account and (y) the net impact of charges associated with the 2023 plan and the 2022 plan; and (iii) the second quarter and first six months of fiscal 2023 to exclude (x) the net impact of (a) charges associated with the 2023 plan, (b) charges associated with the 2022 plan or the reversal of certain of the charges associated with the 2022 plan, as applicable, (c) charges associated with the Company's previously disclosed 2021 organizational restructuring plan (the “2021 plan”) or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (d) the reversal of certain of the charges associated with the Company's previously disclosed 2020 organizational restructuring plan (the “2020 plan”) and (y) the impact of certain non-recurring transaction costs in connection with the acquisition of Sequence. The Company generally refers to such non-GAAP measures as excluding or adjusting for the impact of franchise rights acquired impairments, the impact or net impact, as applicable, of restructuring charges, and the impact of acquisition transaction costs, as applicable. The Company also presents in the attachments to this release the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired and goodwill impairments, net restructuring charges, and certain non-recurring transaction costs in connection with the acquisition of Sequence (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. The Company calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. A reconciliation of the forward-looking full year EBITDAS outlook to net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of the Company's control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results. Management believes these non-GAAP financial measures provide useful supplemental information for its and investors' evaluation of the Company's business performance and are useful for period-over-period comparisons of the performance of the Company's business. While management believes that these non-GAAP financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies. See "Reconciliation of Non-GAAP Financial Measures" attached to this release and reconciliations, if any, included elsewhere in this release for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures. About WW International, Inc. WeightWatchers is a human-centric technology company powered by our proven, science-based, clinically effective weight loss and weight management programs. For six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our programs. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com. This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management and health and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company's failure to continue to retain and grow its subscriber base; the Company’s ability to be a leader in the rapidly evolving and increasingly competitive clinical weight management and weight loss market; the Company's ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or its ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; the ability to successfully implement strategic initiatives; the Company’s ability to evolve its community offerings to meet the evolving tastes and preferences of its members; the effectiveness and efficiency of the Company's advertising and marketing programs, including the strength of the Company's social media presence; the impact on the Company's reputation of actions taken by its franchisees, licensees, suppliers, affiliated provider entities, PCs’ healthcare professionals, and other partners, including as a result of its acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”) (the “Acquisition”); the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company's workforce; the Company’s ability to successfully make acquisitions or enter into collaborations or joint ventures, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Sequence; uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, rising interest rates, the potential impact of political and social unrest and increased volatility in the credit and capital markets; the seasonal nature of the Company's business; the Company's failure to maintain effective internal control over financial reporting; the impact of events that impede accessing resources or discourage or impede people from gathering with others; the early termination by the Company of leases; the inability to renew certain of the Company's licenses, or the inability to do so on terms that are favorable to the Company; the impact of the Company's substantial amount of debt, debt service obligations and debt covenants, and its exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company's debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company's technology or systems; the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Company’s ability to successfully integrate and use artificial intelligence in its business; the Company's ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; risks and uncertainties associated with the Company's international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of war and terrorism; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; risks related to the Acquisition, including risks that the Acquisition may not achieve its intended results; risks related to the Company's exposure to extensive and complex healthcare laws and regulations as a result of the Acquisition; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the United States Securities and Exchange Commission (the “SEC”) (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com). You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com). For more information, contact:Investors:Corey Kinger corey.kinger@ww.com Media:Kelsey Merkelkelsey.merkel@ww.com WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT (IN THOUSANDS) UNAUDITED June 29, December 30, 2024 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $42,709 $109,366 Receivables (net of allowances: June 29, 2024 - $2,025 and December 30, 2023 - $1,041) 13,412 14,938 Prepaid income taxes 12,878 25,370 Prepaid marketing and advertising 1,898 10,149 Prepaid expenses and other current assets 17,194 19,651 TOTAL CURRENT ASSETS 88,091 179,474 Property and equipment, net 18,203 19,741 Operating lease assets 47,861 52,272 Franchise rights acquired 128,164 386,526 Goodwill 241,872 243,441 Other intangible assets, net 54,213 63,208 Deferred income taxes 16,615 19,683 Other noncurrent assets 19,237 17,685 TOTAL ASSETS $614,256 $982,030 LIABILITIES AND TOTAL DEFICIT CURRENT LIABILITIES Portion of operating lease liabilities due within one year $9,492 $9,613 Accounts payable 25,119 18,507 Salaries and wages payable 40,434 79,096 Accrued marketing and advertising 14,028 18,215 Accrued interest 5,345 5,346 Deferred acquisition payable 14,608 16,500 Other accrued liabilities 22,122 22,610 Income taxes payable 35,373 1,609 Deferred revenue 33,849 33,966 TOTAL CURRENT LIABILITIES 200,370 205,462 Long-term debt, net 1,428,553 1,426,464 Long-term operating lease liabilities 49,043 53,461 Deferred income taxes 21,933 41,994 Other 1,640 15,743 TOTAL LIABILITIES 1,701,539 1,743,124 TOTAL DEFICIT Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at June 29, 2024 and 130,048 shares issued at December 30, 2023 0 0 Treasury stock, at cost, 50,344 shares at June 29, 2024 and 50,859 shares at December 30, 2023 (3,040,679) (3,064,628) Retained earnings 1,970,791 2,314,834 Accumulated other comprehensive loss (17,395) (11,300) TOTAL DEFICIT (1,087,283) (761,094) TOTAL LIABILITIES AND TOTAL DEFICIT $614,256 $982,030 WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) UNAUDITED Three Months Ended June 29, July 1, 2024 2023 Subscription revenues, net (1) $199,956 $212,140 Other revenues, net (2) 2,117 14,690 Revenues, net 202,073 226,830 Cost of subscription revenues (3) 64,023 71,378 Cost of other revenues 756 12,272 Cost of revenues 64,779 83,650 Gross profit 137,294 143,180 Marketing expenses 53,696 51,119 Selling, general and administrative expenses 47,665 65,744 Franchise rights acquired impairments — — Operating income 35,933 26,317 Interest expense 28,577 24,075 Other income, net (78) (520) Income before income taxes 7,434 2,762 Benefit from income taxes (15,835) (48,066) Net income $23,269 $50,828 Earnings per share Basic $0.29 $0.65 Diluted $0.29 $0.65 Weighted average common shares outstanding Basic 79,483 78,007 Diluted 79,825 78,591 Note: Totals may not sum due to rounding. (1) “Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings. (2) “Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products. (3) “Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services. WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) UNAUDITED Six Months Ended June 29, July 1, 2024 2023 Subscription revenues, net(1) $404,012 $423,172 Other revenues, net(2) 4,609 45,552 Revenues, net 408,621 468,724 Cost of subscription revenues(3) 131,839 166,275 Cost of other revenues 1,688 39,758 Cost of revenues 133,527 206,033 Gross profit 275,094 262,691 Marketing expenses 143,858 139,353 Selling, general and administrative expenses 106,647 125,604 Franchise rights acquired impairments 257,988 — Operating loss (233,399) (2,266) Interest expense 53,304 46,921 Other income, net (1,683) (851) Loss before income taxes (285,020) (48,336) Provision for income taxes 39,613 19,515 Net loss $(324,633) $(67,851) Net loss per share Basic $(4.09) $(0.91) Diluted $(4.09) $(0.91) Weighted average common shares outstanding Basic 79,345 74,302 Diluted 79,345 74,302 Note: Totals may not sum due to rounding. (1) “Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings. (2) “Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products. (3) “Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services. WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) UNAUDITED Six Months Ended June 29, July 1, 2024 2023 Operating activities: Net loss $(324,633) $(67,851) Adjustments to reconcile net loss to cash used for operating activities: Depreciation and amortization 19,948 24,869 Amortization of deferred financing costs and debt discount 2,509 2,509 Impairment of franchise rights acquired 257,988 — Impairment of intangible and long-lived assets 197 189 Share-based compensation expense 5,141 9,613 Deferred tax benefit (14,948) (5,824) Allowance for doubtful accounts 6,886 (143) Reserve for inventory obsolescence 134 3,153 Foreign currency exchange rate gain (1,249) (841) Changes in cash due to: Receivables 3,407 57 Inventories 30 6,886 Prepaid expenses 18,956 10,321 Accounts payable 6,598 3,402 Accrued liabilities (36,825) (19,536) Deferred revenue 142 1,975 Other long term assets and liabilities, net (16,076) (1,265) Income taxes 33,819 5,429 Cash used for operating activities (37,976) (27,057) Investing activities: Capital expenditures (730) (1,746) Capitalized software and website development expenditures (9,376) (17,907) Cash paid for acquisitions, net of cash acquired — (38,362) Other items, net (5) (8) Cash used for investing activities (10,111) (58,023) Financing activities: Taxes paid related to net share settlement of equity awards (629) (1,319) Proceeds from stock options exercised — 82 Cash paid for acquisitions (16,500) (1,066) Other items, net (3) (38) Cash used for financing activities (17,132) (2,341) Effect of exchange rate changes on cash and cash equivalents (1,438) 541 Net decrease in cash and cash equivalents (66,657) (86,880) Cash and cash equivalents, beginning of period 109,366 178,326 Cash and cash equivalents, end of period $42,709 $91,446 WW INTERNATIONAL, INC. AND SUBSIDIARIES OPERATIONAL STATISTICS (IN THOUSANDS, EXCEPT PERCENTAGES) UNAUDITED Three Months Ended June 29, July 1, Variance 2024 2023 Paid Weeks(1) Digital Paid Weeks41,979 43,246 (2.9%) Workshops + Digital Paid Weeks7,682 9,755 (21.3%) Clinical Paid Weeks1,084 355 205.4% Total Paid Weeks50,745 53,356 (4.9%) End of Period Subscribers(2) End of Period Digital Subscribers3,190 3,329 (4.2%) End of Period Workshops + Digital Subscribers566 720 (21.4%) End of Period Clinical Subscribers81 37 119.8% Total End of Period Subscribers3,837 4,086 (6.1%) Note: Totals may not sum due to rounding. (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for the Company’s Clinical offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks. (2) The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers. WW INTERNATIONAL, INC. AND SUBSIDIARIES OPERATIONAL STATISTICS (IN THOUSANDS, EXCEPT PERCENTAGES) UNAUDITED Six Months Ended June 29, July 1, Variance 2024 2023 Paid Weeks(1) Digital Paid Weeks84,298 84,047 0.3% Workshops + Digital Paid Weeks16,106 19,906 (19.1%) Clinical Paid Weeks2,123 355 497.9% Total Paid Weeks102,527 104,308 (1.7%) End of Period Subscribers(2) End of Period Digital Subscribers3,190 3,329 (4.2%) End of Period Workshops + Digital Subscribers566 720 (21.4%) End of Period Clinical Subscribers81 37 119.8% Total End of Period Subscribers3,837 4,086 (6.1%) Note: Totals may not sum due to rounding. (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for the Company’s Clinical offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks. (2) The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers. WW INTERNATIONAL, INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(IN THOUSANDS, EXCEPT PERCENTAGES)UNAUDITED Q2 2024 Variance 2024 Constant Q2 2024 Q2 2023 2024 Currency Currency Constant vs vs GAAP Adjustment Currency GAAP 2023 2023 Selected Financial Data Total Revenues$202,073 $653 $202,726 $226,830 (10.9%) (10.6%) Digital Subscription Revenues(1)$134,551 $560 $135,111 $147,381 (8.7%) (8.3%) Workshops + Digital Subscription Revenues(2)$45,682 $82 $45,764 $57,167 (20.1%) (19.9%) Clinical Subscription Revenues(3)$19,723 $— $19,723 $7,592 159.8% 159.8% Subscription Revenues(4)$199,956 $643 $200,599 $212,140 (5.7%) (5.4%) Other Revenues(5)$2,117 $10 $2,127 $14,690 (85.6%) (85.5%) Note: Totals may not sum due to rounding. (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. (2) “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. (3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings. (4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”. (5) “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products. WW INTERNATIONAL, INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(IN THOUSANDS, EXCEPT PERCENTAGES)UNAUDITED YTD 2024 Variance 2024 Constant YTD 2024 YTD 2023 2024 Currency Currency Constant vs vs GAAP Adjustment Currency GAAP 2023 2023 Selected Financial Data Total Revenues$408,621 $(130) $408,491 $468,724 (12.8%) (12.9%) Digital Subscription Revenues(1)$272,185 $(43) $272,142 $296,725 (8.3%) (8.3%) Workshops + Digital Subscription Revenues(2)$93,352 $(85) $93,267 $118,855 (21.5%) (21.5%) Clinical Subscription Revenues(3)$38,475 $— $38,475 $7,592 406.8% 406.8% Subscription Revenues(4)$404,012 $(127) $403,885 $423,172 (4.5%) (4.6%) Other Revenues(5)$4,609 $(3) $4,606 $45,552 (89.9%) (89.9%) Note: Totals may not sum due to rounding. (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. (2) “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. (3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings. (4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”. (5) “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products. WW INTERNATIONAL, INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(IN THOUSANDS, EXCEPT PERCENTAGES)UNAUDITED Q2 2024 Variance 2024 Constant Currency 2024 2024 Q2 2024 Q2 2023 Adjusted Adjusted Adjusted 2024 vs 2024 vs Currency Constant Constant vs 2023 vs 2023 GAAP Adjustment Adjusted Adjustment Currency Currency GAAP Adjustment Adjusted 2023 Adjusted 2023 Adjusted Selected Financial Data Gross Profit$137,294 $(102)(1)$137,192 $505 $137,799 $137,697 $143,180 $659 (4)$143,839 (4.1%) (4.6%) (3.8%) (4.3%)Gross Margin 67.9% 67.9% 68.0% 67.9% 63.1% 63.4% Selling, General and Administrative Expenses$47,665 $(2,081)(2)$45,584 $69 $47,734 $45,653 $65,744 $(6,877)(5)$58,867 (27.5%) (22.6%) (27.4%) (22.4%) Operating Income$35,933 $1,979 (3)$37,912 $282 $36,215 $38,193 $26,317 $7,536 (6)$33,853 36.5% 12.0% 37.6% 12.8%Operating Income Margin 17.8% 18.8% 17.9% 18.8% 11.6% 14.9% Note: Totals may not sum due to rounding.(1) Excludes the impact of the reversal of $102 of charges associated with the Company's previously disclosed 2023 restructuring plan.(2) Excludes the net impact of $2,012 of charges associated with the Company's previously disclosed 2023 restructuring plan and $69 of charges associated with the Company's previously disclosed 2022 restructuring plan.(3) Excludes (a) the impact of the reversal of $102 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and (b) the net impact of $2,012 of charges associated with the Company's previously disclosed 2023 restructuring plan and $69 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to selling, general and administrative expenses, respectively.(4) Excludes the net impact of $532 of charges associated with the Company's previously disclosed 2023 restructuring plan, $40 of charges associated with the Company's previously disclosed 2022 restructuring plan, $103 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $16 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.(5) Excludes the net impact of $1,252 of charges associated with the Company's previously disclosed 2023 restructuring plan, $778 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan, and the impact of $4,886 of acquisition transaction costs.(6) Excludes (i) the net impact of (a) $532 of charges and $1,252 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) $40 of charges and $778 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (c) $103 of charges and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (d) the reversal of $16 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $4,886 of acquisition transaction costs recorded to selling, general and administrative expenses. WW INTERNATIONAL, INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(IN THOUSANDS, EXCEPT PERCENTAGES)UNAUDITED YTD 2024 Variance 2024 Constant Currency 2024 2024 YTD 2024 YTD 2023 Adjusted Adjusted Adjusted 2024 vs 2024 vs Currency Constant Constant vs 2023 vs 2023 GAAP Adjustment Adjusted Adjustment Currency Currency GAAP Adjustment Adjusted 2023 Adjusted 2023 Adjusted Selected Financial Data Gross Profit$275,094 $2,353 (1)$277,447 $(70) $275,024 $277,377 $262,691 $19,276 (5)$281,967 4.7% (1.6%) 4.7% (1.6%)Gross Margin 67.3% 67.9% 67.3% 67.9% 56.0% 60.2% Selling, General and Administrative Expenses$106,647 $(5,363)(2)$101,284 $(57) $106,590 $101,227 $125,604 $(14,638)(6)$110,966 (15.1%) (8.7%) (15.1%) (8.8%) Operating Loss$(233,399) $265,704 (3)$32,305 $18 $(233,381) $32,428 (4)$(2,266) $33,914 (7)$31,648 10,195.1% 2.1% 10,194.3% 2.5%Operating Loss Margin (57.1%) 7.9% (57.1%) 7.9% (0.5%) 6.8% Note: Totals may not sum due to rounding.(1) Excludes the net impact of $2,328 of charges associated with the Company's previously disclosed 2023 restructuring plan and $25 of charges associated with the Company's previously disclosed 2022 restructuring plan.(2) Excludes the net impact of $5,075 of charges associated with the Company's previously disclosed 2023 restructuring plan and $288 of charges associated with the Company's previously disclosed 2022 restructuring plan.(3) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively, and (ii) the net impact of (a) $2,328 of charges and $5,075 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (b) $25 of charges and $288 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.(4) Includes $104 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $4,074, $2,328 and $155 related to its Australia, New Zealand and United Kingdom units of account, respectively.(5) Excludes the net impact of $19,425 of charges associated with the Company's previously disclosed 2023 restructuring plan, the reversal of $223 of charges associated with the Company's previously disclosed 2022 restructuring plan, $96 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $22 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.(6) Excludes the net impact of $4,991 of charges associated with the Company's previously disclosed 2023 restructuring plan, $1,081 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan, and the impact of $8,605 of acquisition transaction costs.(7) Excludes (i) the net impact of (a) $19,425 of charges and $4,991 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) the reversal of $223 of charges and $1,081 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (c) $96 of charges and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (d) the reversal of $22 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $8,605 of acquisition transaction costs recorded to selling, general and administrative expenses. WW INTERNATIONAL, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN THOUSANDS) UNAUDITED Three Months Ended Six Months Ended June 29, July 1, June 29, July 1, 2024 2023 2024 2023 Net Income (Loss) $23,269 $50,828 $(324,633) $(67,851) Interest 28,577 24,075 53,304 46,921 Taxes (15,835) (48,066) 39,613 19,515 Depreciation and Amortization 9,545 11,932 19,948 22,204 Stock-based Compensation 2,740 3,063 5,141 5,731 EBITDAS $48,296 $41,832 $(206,627) $26,520 Franchise Rights Acquired Impairments(1) — — 257,988 — 2023 Plan Restructuring Charges(2) 1,910 1,784 7,403 24,416 2022 Plan Restructuring Charges(3) 69 818 313 858 2021 Plan Restructuring Charges(4) — 64 — 57 2020 Plan Restructuring Charges(5) — (16) — (22) Acquisition Transaction Costs(6) — 4,886 — 8,605 Adjusted EBITDAS $50,275 $49,368 $59,077 $60,434 Note: Totals may not sum due to rounding. (1) Impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively. (2) Charges associated with the Company's previously disclosed 2023 restructuring plan. (3) Charges associated with the Company's previously disclosed 2022 restructuring plan. (4) Charges associated with the Company's previously disclosed 2021 organizational restructuring plan. (5) The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan. (6) Certain non-recurring transaction costs in connection with the Company's acquisition of Sequence. WW INTERNATIONAL, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN THOUSANDS, EXCEPT RATIOS) UNAUDITED Trailing Twelve Q3 2023 Q4 2023 Q1 2024 Q2 2024 Months Net Debt to Adjusted EBITDAS Net Income (Loss)$43,731 $(88,135) $(347,902) $23,269 $(369,037) Interest 24,508 24,464 24,727 28,577 102,276 Taxes (38,447) 57,556 55,448 (15,835) 58,722 Depreciation and Amortization 13,428 10,007 10,403 9,545 43,383 Stock-based Compensation 3,225 2,346 2,402 2,740 10,713 EBITDAS$46,445 $6,238 $(254,922) $48,296 $(153,943) Franchise Rights Acquired and Goodwill Impairments — 3,633 (1) 257,988 (2) — 261,621 2023 Plan Restructuring Charges (3) 6,187 23,140 5,493 1,910 36,730 2022 Plan Restructuring Charges (4) (212) 489 244 69 590 Adjusted EBITDAS$52,420 $33,500 $8,803 $50,275 $144,998 Total Debt $1,428,553 Less: Cash 42,709 Net Debt $1,385,844 Total Debt to Net Loss (3.9)X Net Debt to Adjusted EBITDAS 9.6 X Note: Totals may not sum due to rounding. (1) Impairment charges of the Company's goodwill of $2,383 and $1,203 related to its Republic of Ireland and Northern Ireland reporting units, respectively, and the impairment charge of the Company's franchise rights acquired of $47 related to its Northern Ireland unit of account. (2) Impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively. (3) Charges associated with the Company's previously disclosed 2023 restructuring plan. (4) The reversal of charges or charges, as applicable, associated with the Company's previously disclosed 2022 restructuring plan. WW INTERNATIONAL, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN MILLIONS) UNAUDITED Full Year 2024 Operating Income Guidance Reconciliation Operating Loss$(180.7) Net Restructuring Charges(1)$(22.7) Franchise Rights Acquired Impairments(2)$(258.0) Adjusted Operating Income$100.0 (1) Reflects the net restructuring charges incurred in the first half of fiscal 2024 related to the Company's previously disclosed 2023 restructuring plan and 2022 restructuring plan, in addition to anticipated restructuring charges in the second half of fiscal 2024 in the high end of the restructuring charges range related to the 2024 restructuring plan. (2) Reflects the impairment charges of the Company's franchise rights acquired related to its United States, Australia, New Zealand and United Kingdom units of account in the first quarter of fiscal 2024.