(Former name, former address and former fiscal year, if changed since last report)

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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding as of ~~October 22, 2020~~April 28, 2021 was ~~68,093,574.~~69,520,571.

	September 26,			December 28,			April 3,			January 2,
	2020			2019			2021			2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	204,397		$	182,736		$	113,313		$	165,887
Receivables (net of allowances: September 26, 2020 - $2,003 and December 28, 2019 - $1,813)		36,377			30,519
Receivables (net of allowances: April 3, 2021 - $2,211 and January 2, 2021 - $2,298)								39,889			34,555
Inventories		33,298			27,204			34,369			39,456
Prepaid income taxes		20,783			8,395			31,079			20,028
Prepaid marketing and advertising		3,751			15,954			6,344			15,656
Prepaid expenses and other current assets		22,798			30,582			26,182			23,610
TOTAL CURRENT ASSETS		321,404			295,390			251,176			299,192
Property and equipment, net		57,306			54,066			46,893			51,935
Operating lease assets		131,777			151,983			108,138			119,102
Franchise rights acquired		751,664			753,445			786,371			765,850
Goodwill		152,791			157,916			155,781			155,617
Other intangible assets, net		59,606			59,031			59,468			59,709
Deferred income taxes		12,487			14,319			13,045			13,625
Other noncurrent assets		15,974			12,164			15,502			16,144
TOTAL ASSETS	$	1,503,009		$	1,498,314		$	1,436,374		$	1,481,174
LIABILITIES AND TOTAL DEFICIT
CURRENT LIABILITIES
Portion of long-term debt due within one year	$	96,250		$	96,250		$	77,000		$	77,000
Portion of operating lease liabilities due within one year		35,101			33,236			24,045			28,551
Accounts payable		27,565			29,064			21,030			23,052
Salaries and wages payable		50,781			66,656			60,483			58,047
Accrued marketing and advertising		8,561			14,815			10,070			15,556
Accrued interest		14,343			24,637			9,352			2,710
Other accrued liabilities		45,387			43,558			48,145			48,615
Derivative payable		32,542			21,597			23,053			28,283
Income taxes payable		5,807			3,644			4,132			7,810
Deferred revenue		48,012			60,613			50,016			50,475
TOTAL CURRENT LIABILITIES		364,349			394,070			327,326			340,099
Long-term debt, net		1,426,580			1,479,920			1,391,019			1,408,800
Long-term operating lease liabilities		110,034			128,464			93,552			101,561
Deferred income taxes		175,938			175,235			172,765			173,713
Other		7,259			2,446			7,490			5,212
TOTAL LIABILITIES		2,084,160			2,180,135			1,992,152			2,029,385
Redeemable noncontrolling interest		3,599			3,722
TOTAL DEFICIT
Common stock, $0 par value; 1,000,000 shares authorized; 120,649 shares issued at September 26, 2020 and 120,352 shares issued at December 28, 2019		0			0
Treasury stock, at cost, 52,626 shares at September 26, 2020 and 52,933 shares at December 28, 2019		(3,146,011	)		(3,158,274	)
Common stock, $0 par value; 1,000,000 shares authorized; 121,801 shares issued at April 3, 2021 and 121,470 shares issued at January 2, 2021								0			0
Treasury stock, at cost, 52,471 shares at April 3, 2021 and 52,497 shares at January 2, 2021								(3,139,855	)		(3,140,903	)
Retained earnings		2,596,926			2,500,083			2,606,171			2,617,841
Accumulated other comprehensive loss		(35,665	)		(27,352	)		(22,094	)		(25,149	)
TOTAL DEFICIT		(584,750	)		(685,543	)		(555,778	)		(548,211	)
TOTAL LIABILITIES AND TOTAL DEFICIT	$	1,503,009		$	1,498,314		$	1,436,374		$	1,481,174

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

	Three Months Ended					Nine Months Ended				Three Months Ended
	September 26,			September 28,		September 26,		September 28,		April 3,			March 28,
	2020			2019		2020		2019		2021			2020
Service revenues, net	$	282,310		$	298,041	$	899,964	$	918,535
Subscription revenues, net										$	279,820		$	324,657
Product sales and other, net		38,389			50,526		154,733		162,219		51,976			75,704
Revenues, net		320,699			348,567		1,054,697		1,080,754		331,796			400,361
Cost of services		99,485			122,374		343,056		373,452
Cost of subscription revenues											99,103			135,566
Cost of product sales and other		31,118			31,424		115,882		95,771		39,258			53,804
Cost of revenues		130,603			153,798		458,938		469,223		138,361			189,370
Gross profit		190,096			194,769		595,759		611,531		193,435			210,991
Marketing expenses		38,262			36,327		198,090		200,543		116,933			117,933
Selling, general and administrative expenses		59,192			63,713		225,509		188,889		73,671			64,526
Goodwill impairment		0			0		3,665		0		—			3,665
Operating income		92,642			94,729		168,495		222,099		2,831			24,867
Interest expense		29,735			33,118		92,281		103,045		29,123			31,551
Other (income) expense, net		(211	)		1,460		230		2,201		(237	)		24
Income before income taxes		63,118			60,151		75,984		116,853
Provision for income taxes		8,604			13,123		13,546		26,834
Net income		54,514			47,028		62,438		90,019
Net loss attributable to the noncontrolling interest		11			58		30		214
Net income attributable to WW International, Inc.	$	54,525		$	47,086	$	62,468	$	90,233
Earnings per share attributable to WW International, Inc.
Loss before income taxes											(26,055	)		(6,708	)
Benefit from income taxes											(7,828	)		(651	)
Net loss											(18,227	)		(6,057	)
Net income attributable to the noncontrolling interest											—			(6	)
Net loss attributable to WW International, Inc.										$	(18,227	)	$	(6,063	)
Net loss per share attributable to WW International, Inc.
Basic	$	0.80		$	0.70	$	0.92	$	1.34	$	(0.26	)	$	(0.09	)
Diluted	$	0.78		$	0.68	$	0.89	$	1.30	$	(0.26	)	$	(0.09	)
Weighted average common shares outstanding
Basic		68,013			67,298		67,697		67,129		69,084			67,436
Diluted		70,002			69,617		69,936		69,364		69,084			67,436

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

Three Months Ended

Nine Months Ended

September 26,

September 28,

September 26,

September 28,

2020

2019

2020

2019

Net income
$
54,514

$
47,028

$
62,438

$
90,019

Other comprehensive gain (loss):

Foreign currency translation gain (loss)

4,004

(2,983
)

(827
)

532

Income tax (expense) benefit on foreign currency
   translation gain (loss)

(1,017
)

757

215

(135
)
Foreign currency translation gain (loss), net of taxes

2,987

(2,226
)

(612
)

397

Gain (loss) on derivatives

2,125

(4,251
)

(10,467
)

(22,431
)
Income tax (expense) benefit on gain (loss) on
   derivatives

(541
)

1,078

2,673

5,689

Gain (loss) on derivatives, net of taxes

1,584

(3,173
)

(7,794
)

(16,742
)
Total other comprehensive gain (loss)

4,571

(5,399
)

(8,406
)

(16,345
)
Comprehensive income

59,085

41,629

54,032

73,674

Net loss attributable to the noncontrolling interest

11

58

30

214

Foreign currency translation (gain) loss, net of taxes
   attributable to the noncontrolling interest

(1
)

44

93

38

Comprehensive loss attributable to the noncontrolling
   interest

10

102

123

252

Comprehensive income attributable to
   WW International, Inc.
$
59,095

$
41,731

$
54,155

$
73,926

	Three Months Ended
	April 3,			March 28,
	2021			2020
Net loss	$	(18,227	)	$	(6,057	)
Other comprehensive gain (loss):
Foreign currency translation loss		(1,120	)		(9,820	)
Income tax benefit on foreign currency translation loss		282			2,499
Foreign currency translation loss, net of taxes		(838	)		(7,321	)
Gain (loss) on derivatives		5,204			(12,956	)
Income tax (expense) benefit on gain (loss) on derivatives		(1,311	)		3,305
Gain (loss) on derivatives, net of taxes		3,893			(9,651	)
Total other comprehensive gain (loss)		3,055			(16,972	)
Comprehensive loss		(15,172	)		(23,029	)
Net income attributable to the noncontrolling interest		—			(6	)
Foreign currency translation loss, net of taxes attributable to the noncontrolling interest		—			98
Comprehensive loss attributable to the noncontrolling interest		—			92
Comprehensive loss attributable to WW International, Inc.	$	(15,172	)	$	(22,937	)

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

WW International, Inc.

Accumulated

Redeemable

Other

Three Months Ended September 26, 2020

Noncontrolling

Common Stock

Treasury Stock

Comprehensive

Retained

Interest

Shares

Amount

Shares

Amount

Loss

Earnings

Total

Balance at June 27, 2020

$
3,609

120,649

$
0

52,669

$
(3,147,758
)

$
(40,235
)

$
2,538,840

$
(649,153
)
Comprehensive income (loss)

(10
)

4,570

54,525

59,095

Issuance of treasury stock under
stock plans

(43
)

1,747

(2,468
)

(721
)
Compensation expense on share-
based awards

6,029

6,029

Balance at September 26, 2020

$
3,599

120,649

$
0

52,626

$
(3,146,011
)

$
(35,665
)

$
2,596,926

$
(584,750
)

WW International, Inc.

Accumulated

Redeemable

Other

Nine Months Ended September 26, 2020

Noncontrolling

Common Stock

Treasury Stock

Comprehensive

Retained

Interest

Shares

Amount

Shares

Amount

Loss

Earnings

Total

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)

(123
)

(8,313
)

62,468

54,155

Issuance of treasury stock under
stock plans

(307
)

12,263

(16,372
)

(4,109
)
Compensation expense on share-
based awards

48,680

48,680

Issuance of common stock

297

2,067

2,067

Balance at September 26, 2020

$
3,599

120,649

$
0

52,626

$
(3,146,011
)

$
(35,665
)

$
2,596,926

$
(584,750
)

				WW International, Inc.																					WW International, Inc.

														Accumulated																					Accumulated
	Redeemable													Other									Redeemable												Other
Three Months Ended September 28, 2019	Noncontrolling			Common Stock				Treasury Stock						Comprehensive			Retained
Three Months Ended April 3, 2021																							Noncontrolling		Common Stock				Treasury Stock						Comprehensive			Retained
	Interest			Shares		Amount		Shares			Amount			Loss			Earnings			Total			Interest		Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at June 29, 2019	$	3,763			120,352	$	0		53,089		$	(3,164,409	)	$	(26,709	)	$	2,420,958		$	(770,160	)
Balance at January 2, 2021																							$	—		121,470	$	0		52,497		$	(3,140,903	)	$	(25,149	)	$	2,617,841		$	(548,211	)
Comprehensive income (loss)		(102	)												(5,355	)		47,086			41,731			—												3,055			(18,227	)		(15,172	)
Issuance of treasury stock under stock plans									(43	)		1,633						(2,049	)		(416	)								(26	)		1,048						(1,083	)		(35	)
Compensation expense on share- based awards																		5,243			5,243																		5,340			5,340
Balance at September 28, 2019	$	3,661			120,352	$	0		53,046		$	(3,162,776	)	$	(32,064	)	$	2,471,238		$	(723,602	)
Issuance of common stock																										331													2,300			2,300
Balance at April 3, 2021																							$	—		121,801	$	0		52,471		$	(3,139,855	)	$	(22,094	)	$	2,606,171		$	(555,778	)

WW International, Inc.

Accumulated

Redeemable

Other

Nine Months Ended September 28, 2019

Noncontrolling

Common Stock

Treasury Stock

Comprehensive

Retained

Interest

Shares

Amount

Shares

Amount

Loss

Earnings

Total

Balance at December 29, 2018

$
3,913

120,352

$
0

53,396

$
(3,175,624
)

$
(15,757
)

$
2,382,438

$
(808,943
)
Comprehensive income (loss)

(252
)

(16,307
)

90,233

73,926

Issuance of treasury stock under
stock plans

(350
)

12,848

(16,360
)

(3,512
)
Compensation expense on share-
based awards

14,927

14,927

Balance at September 28, 2019

$
3,661

120,352

$
0

53,046

$
(3,162,776
)

$
(32,064
)

$
2,471,238

$
(723,602
)

				WW International, Inc.

														Accumulated
	Redeemable													Other
Three Months Ended March 28, 2020	Noncontrolling			Common Stock				Treasury Stock						Comprehensive			Retained
	Interest			Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at December 28, 2019	$	3,722			120,352	$	0		52,933		$	(3,158,274	)	$	(27,352	)	$	2,500,083		$	(685,543	)
Comprehensive loss		(92	)												(16,874	)		(6,063	)		(22,937	)
Issuance of treasury stock under stock plans									(34	)		1,367						(1,325	)		42
Compensation expense on share- based awards																		3,965			3,965
Balance at March 28, 2020	$	3,630			120,352	$	0		52,899		$	(3,156,907	)	$	(44,226	)	$	2,496,660		$	(704,473	)

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

	Nine Months Ended						Three Months Ended
	September 26,			September 28,			April 3,			March 28,
	2020			2019			2021			2020
Operating activities:
Net income	$	62,438		$	90,019
Adjustments to reconcile net income to cash provided by operating activities:
Net loss							$	(18,227	)	$	(6,057	)
Adjustments to reconcile net loss to cash (used for) provided by operating activities:
Depreciation and amortization		37,402			33,543			13,180			12,211
Amortization of deferred financing costs and debt discount		6,614			6,876			2,231			2,184
Goodwill impairment		3,665			0			—			3,665
Impairment of intangible and long-lived assets								184			—
Share-based compensation expense		48,680			14,927			5,341			3,965
Deferred tax provision (benefit)		5,302			(5,631	)
Deferred tax (benefit) provision								(1,361	)		14,624
Allowance for doubtful accounts		(77	)		(140	)		(12	)		(221	)
Reserve for inventory obsolescence		11,978			6,898			2,416			2,664
Foreign currency exchange rate loss		847			1,793
Foreign currency exchange rate (gain) loss								(372	)		916
Changes in cash due to:
Receivables		(5,602	)		944			(6,008	)		(12,275	)
Inventories		(16,470	)		(6,064	)		2,792			(9,690	)
Prepaid expenses		7,115			33,299			(4,313	)		(9,287	)
Accounts payable		2,966			1,337			(842	)		15,400
Accrued liabilities		(31,321	)		(17,812	)		(1,756	)		(6,799	)
Deferred revenue		(12,836	)		5,535			(211	)		(487	)
Other long term assets and liabilities, net		4,895			(1,114	)		(738	)		(384	)
Income taxes		1,828			(12,729	)		(4,182	)		(2,013	)
Cash provided by operating activities		127,424			151,681
Cash (used for) provided by operating activities								(11,878	)		8,416
Investing activities:
Capital expenditures		(20,469	)		(10,479	)		(688	)		(13,533	)
Capitalized software expenditures		(22,189	)		(24,082	)		(9,447	)		(7,330	)
Cash paid for acquisitions								(10,849	)		—
Other items, net		(5,094	)		244			(16	)		(5,051	)
Cash used for investing activities		(47,752	)		(34,317	)		(21,000	)		(25,914	)
Financing activities:
Net (payments) borrowings on revolver		0			0
Net borrowings on revolver								—			148,000
Payments on long-term debt		(57,750	)		(107,750	)		(19,250	)		(19,250	)
Taxes paid related to net share settlement of equity awards		(4,953	)		(4,796	)		(237	)		(600	)
Proceeds from stock options exercised		2,364			475			2,468			120
Other items, net		(623	)		(350	)		(43	)		(64	)
Cash used for financing activities		(60,962	)		(112,421	)
Cash (used for) provided by financing activities								(17,062	)		128,206
Effect of exchange rate changes on cash and cash equivalents		2,951			(2,755	)		(2,634	)		(1,171	)
Net increase in cash and cash equivalents		21,661			2,188
Net (decrease) increase in cash and cash equivalents								(52,574	)		109,537
Cash and cash equivalents, beginning of period		182,736			236,974			165,887			182,736
Cash and cash equivalents, end of period	$	204,397		$	239,162		$	113,313		$	292,273

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

The accompanying consolidated financial statements include the accounts of WW International, Inc. and all of its subsidiaries. The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Digital” business refers to providing subscriptions to the Company’s digital product offerings, including ~~the~~ Digital 360 and Personal Coaching + ~~Digital product.~~Digital. The Company’s “Workshops + Digital” (formerly known as “Studio + Digital”) business refers to providing unlimited access to the Company’s ~~weekly in-person~~ workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers. ~~The “Studio + Digital” business~~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”) for interim financial information and include amounts that are based on management’s best estimates and judgments. While all available information has been considered, actual amounts could differ from those estimates. 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 its Quarterly Report on Form 10-Q quarterly 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. The consolidated financial statements include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s operating results for any interim period are not necessarily indicative of future or annual results. The consolidated financial statements are unaudited and, accordingly, they do not include all of the information necessary for a comprehensive presentation of results of operations, financial position and cash flow activity required by GAAP for complete financial statements but, in the opinion of management, reflect all adjustments including those of a normal recurring nature necessary for a fair statement of the interim results presented.

These statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended by Form 10-K/A, for fiscal ~~2019~~2020 filed on February 25, ~~2020,~~2021 and March 30, 2021, respectively, which ~~includes~~include additional information about the Company, its results of operations, its financial position and its cash flows.

In December 2019, the Financial Accounting Standards Board (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.~~

For a discussion of the Company’s significant accounting policies, see “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for fiscal 2019. For a discussion of accounting standards adopted in the current year, see Note 3.

~~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,~~January 3, 2021, the Company adopted the updated guidance simplifying the accounting for income taxes on a prospective basis, ~~to all software implementation costs incurred after the date of adoption. The adoption of this guidance~~which did not have a material impact onon the Company’s consolidated financial statements.

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 ~~September 26, 2020.~~April 3, 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.

At ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, the Company’s lease assets and lease liabilities were as follows:

	September 26, 2020		December 28, 2019		April 3, 2021		January 2, 2021
Assets:
Operating lease assets	$	131,777	$	151,983	$	108,138	$	119,102
Finance lease assets		240		259		161		207
Total leased assets	$	132,017	$	152,242	$	108,299	$	119,309

Liabilities:
Current
Operating	$	35,101	$	33,236	$	24,045	$	28,551
Finance		112		126		54		88
Noncurrent
Operating	$	110,034	$	128,464	$	93,552	$	101,561
Finance		92		96		84		93
Total lease liabilities	$	145,339	$	161,922	$	117,735	$	130,293

For the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020, ~~and September 28, 2019,~~ the components of the Company’s lease expense were as follows:

	Three Months Ended				Nine Months Ended					Three Months Ended
	September 26,		September 28,		September 26,			September 28,		April 3,		March 28,
	2020		2019		2020			2019		2021		2020
Operating lease cost:
Fixed lease cost	$	12,040	$	12,906	$	37,181		$	38,641	$	11,044	$	12,641
Lease termination cost											3,152		—
Variable lease cost		0		0		(4	)		0		5		11
Total operating lease cost	$	12,040	$	12,906	$	37,177		$	38,641	$	14,201	$	12,652
Finance lease cost:
Amortization of leased assets		42		132		148			350		43		64
Interest on lease liabilities		3		4		9			17		2		3
Total finance lease cost	$	45	$	136	$	157		$	367	$	45	$	67
Total lease cost	$	12,085	$	13,042	$	37,334		$	39,008	$	14,246	$	12,719

At April 3, 2021 and January 2, 2021, the Company’s weighted average remaining lease term and weighted average discount rates were as follows:

The Company’s leases have remaining lease terms of 0 to 11 years with a weighted average lease term of 7.26 years as of April 3, 2021.

At April 3, 2021, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows:

~~At September 26, 2020 and December 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows:~~

~~The Company’s leases have remaining lease terms of 0 to 12 years with a weighted average lease term of 6.91 years as of September 26, 2020.~~

~~At September 26, 2020, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows:~~

Supplemental cash flow information related to leases for the ~~nine~~three months ended ~~September 26,~~April 3, 2021 and March 28, 2020 ~~and September 28, 2019~~ were as follows:

	Nine Months Ended				Three Months Ended
	September 26,		September 28,		April 3,			March 28,
	2020		2019		2021			2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	37,123	$	38,664	$	11,772		$	12,701
Operating cash flows from finance leases	$	9	$	17	$	2		$	3
Financing cash flows from finance leases	$	148	$	350	$	43		$	64

Leased assets obtained in exchange for new operating lease liabilities	$	9,281	$	26,270
Leased assets (modified) obtained in exchange for (modified) new operating lease liabilities					$	(1,892	)	$	8,488
Leased assets obtained in exchange for new finance lease liabilities	$	127	$	105	$	—		$	—

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

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 26,		September 28,		September 26,		September 28,		April 3,		March 28,
	2020		2019		2020		2019		2021		2020
Digital Subscription Revenues	$	188,731	$	153,940	$	541,197	$	459,764	$	206,062	$	174,545
Studio + Digital Fees		93,579		144,101		358,767		458,771
Service Revenues, net	$	282,310	$	298,041	$	899,964	$	918,535
Workshops + Digital Fees										73,758		150,112
Subscription Revenues, net									$	279,820	$	324,657
Product sales and other, net		38,389		50,526		154,733		162,219		51,976		75,704
Revenues, net	$	320,699	$	348,567	$	1,054,697	$	1,080,754	$	331,796	$	400,361

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

	Three Months Ended September 26, 2020										Three Months Ended April 3, 2021
	North		Continental		United						North		Continental		United
	America		Europe		Kingdom		Other		Total		America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	122,120	$	53,230	$	9,227	$	4,154	$	188,731	$	132,090	$	58,915	$	9,809	$	5,248	$	206,062
Studio + Digital Fees		69,111		14,288		7,515		2,665		93,579
Service Revenues, net	$	191,231	$	67,518	$	16,742	$	6,819	$	282,310
Workshops + Digital Fees												54,904		10,940		5,169		2,745		73,758
Subscription Revenues, net											$	186,994	$	69,855	$	14,978	$	7,993	$	279,820
Product sales and other, net		23,964		8,993		3,730		1,702		38,389		34,321		12,041		4,089		1,525		51,976
Revenues, net	$	215,195	$	76,511	$	20,472	$	8,521	$	320,699	$	221,315	$	81,896	$	19,067	$	9,518	$	331,796

	Nine Months Ended September 28, 2019										Three Months Ended March 28, 2020
	North		Continental		United						North		Continental		United
	America		Europe		Kingdom		Other		Total		America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	303,190	$	125,999	$	20,019	$	10,556	$	459,764	$	116,349	$	46,638	$	7,576	$	3,982	$	174,545
Studio + Digital Fees		342,896		68,274		33,493		14,108		458,771
Service Revenues, net	$	646,086	$	194,273	$	53,512	$	24,664	$	918,535
Workshops + Digital Fees												112,843		21,519		11,129		4,621		150,112
Subscription Revenues, net											$	229,192	$	68,157	$	18,705	$	8,603	$	324,657
Product sales and other, net		103,255		30,350		18,556		10,058		162,219		54,514		11,833		6,323		3,034		75,704
Revenues, net	$	749,341	$	224,623	$	72,068	$	34,722	$	1,080,754	$	283,706	$	79,990	$	25,028	$	11,637	$	400,361

For ~~Service~~Subscription Revenues, the Company ~~typically collects~~can collect 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:

Revenue recognized from amounts included in current deferred revenue as of ~~December 28, 2019~~January 2, 2021 was ~~$59,898~~$45,275 for the ~~nine~~three months ended ~~September 26, 2020.~~April 3, 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 ~~$50~~$26 and ~~$54~~$44 at ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, 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.

On March 22, 2021, the Company acquired substantially all of the assets of its Michigan franchisee, The WW Group, Inc., and its Ontario, Canada franchisee, The WW Group Co., as follows:

Both acquisitions have been accounted for under the purchase method of accounting and, accordingly, earnings of the acquired franchises have been included in the consolidated operating results of the Company since the date of acquisition.

Franchise rights acquired are due to acquisitions of the Company’s franchised territories as well as the acquisition of franchise promotion agreements and other factors associated with the acquired franchise territories. For the ~~nine~~three months ended ~~September 26, 2020,~~April 3, 2021, the change in the carrying value of franchise rights acquired was ~~primarily~~ due to the franchisee acquisitions as described in Note 5 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 and the majority interest in Vigilantes do Peso Marketing Ltda.~~territories. For the ~~nine~~three months ended ~~September 26, 2020,~~April 3, 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

(933
)

228

(31
)

(724
)

(1,460
)
Balance as of September 26, 2020

$
143,007

$
7,243

$
1,182

$
1,359

$
152,791

	North		Continental			United
	America		Europe			Kingdom		Other			Total
Balance as of January 2, 2021	$	145,071	$	7,792		$	1,268	$	1,486		$	155,617
Effect of exchange rate changes		515		(351	)		15		(15	)		164
Balance as of April 3, 2021	$	145,586	$	7,441		$	1,283	$	1,471		$	155,781

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 basisThe carrying values of finite-lived intangible assets as of April 3, 2021 and January 2, 2021 were as follows:

In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Studio + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. The aggregate estimated fair value for these rights is then compared to the carrying value of the unit of account for those franchise rights. The Company has determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Studio + Digital business and the Digital businessfinite-lived intangible assets was recorded in the ~~country in which~~amounts of $7,998 and $7,165 for the ~~applicable acquisition occurred. The book values~~three months ended April 3, 2021 and March 28, 2020, respectively.

Estimated amortization expense of ~~these franchise rights in~~existing finite-lived intangible assets for the ~~United States, Canada, United Kingdom, Australia~~next five fiscal years and ~~New Zealand~~thereafter is as ~~of the September 26, 2020 balance sheet date were $671,914, $53,915, $11,483, $6,316, and $4,633, respectively.~~follows:

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 Studio + Digital business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Studio + Digital and Digital businesses were discounted utilizing rates consistent with those utilized in the annual goodwill impairment analysis.

In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The values of goodwill in the United States, Canada and other countries as of the September 26, 2020 balance sheet date were $102,968, $40,040 and $9,783, respectively.

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.

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, 0 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 annual franchise rights acquired impairment analysis performed for all of its~~ ~~units of account, except for Canada and New Zealand, as~~ ~~of the September 26, 2020 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 92.2% 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 7.2% of the Company’s franchise rights acquired ~~as of the~~ ~~September 26, 2020~~ ~~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 0.6% of the Company’s franchise rights acquired~~ ~~as of the~~ ~~September 26, 2020~~ ~~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 is $4,633 as of September 26, 2020.

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 September 26, 2020 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%.

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 making 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.

As it relates to the goodwill impairment analysis for Brazil, the Company estimated future debt-free cash flows in contemplation of its growth strategies for that market. In developing these projections, the Company considered the 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.

~~The carrying values of finite-lived intangible assets as of September 26, 2020 and December 28, 2019 were as follows:~~

Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $7,557 and $22,108 for the three and nine months ended September 26, 2020, respectively. Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $6,973 and $22,014 for the three and nine months ended September 28, 2019, respectively.

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

	September 26, 2020									December 28, 2019									April 3, 2021									January 2, 2021
	Principal Balance		Unamortized Deferred Financing Costs		Unamortized Debt Discount		Effective Rate ⁽¹⁾			Principal Balance		Unamortized Deferred Financing Costs		Unamortized Debt Discount		Effective Rate ⁽¹⁾			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		2.94	%	$	0	$	0	$	0		0.00	%	$	—	$	—	$	—		0.00	%	$	—	$	—	$	—		3.03	%
Term Loan Facility due November 29, 2024		1,247,500		5,439		18,333		6.54	%		1,305,250		6,418		21,634		7.93	%		1,189,750		4,787		16,133		6.08	%		1,209,000		5,113		17,233		6.60	%
Notes due December 1, 2025		300,000		898		0		8.62	%		300,000		1,028		0		8.72	%		300,000		811		—		8.61	%		300,000		854		—		8.71	%
Total	$	1,547,500	$	6,337	$	18,333		6.84	%	$	1,605,250	$	7,446	$	21,634		8.07	%	$	1,489,750	$	5,598	$	16,133		6.59	%	$	1,509,000	$	5,967	$	17,233		6.94	%
Less: Current portion		96,250									96,250									77,000									77,000
Unamortized deferred financing costs		6,337									7,446									5,598									5,967
Unamortized debt discount		18,333									21,634									16,133									17,233
Total long-term debt	$	1,426,580								$	1,479,920								$	1,391,019								$	1,408,800

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 ~~from the issuance~~ of 8.625% Senior Notes due 2025 (the “Notes”). ~~During the fourth quarter of fiscal 2017, t~~he Company incurred fees of $53,832 (which included $30,800 of a debt discount) in connection with the November 2017 debt refinancing. In addition, the Company recorded a loss on early extinguishment of debt of $10,524 in connection thereto. This early extinguishment of debt write-off was comprised of $5,716 of deferred financing fees paid in connection with the November 2017 debt refinancing and $4,808 of pre-existing deferred financing fees.

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 ~~September 26, 2020,~~April 3, 2021, the Company had ~~$1,247,500~~$1,189,750 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 0 outstanding borrowings under the Revolving Credit Facility as of ~~September 26, 2020.~~April 3, 2021.

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:

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 ~~September 26, 2020,~~April 3, 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 ~~September 26, 2020,~~April 3, 2021, the commitment fee was 0.35% per annum. The Company’s Consolidated First Lien Leverage Ratio as of ~~September 26, 2020~~April 3, 2021 was ~~2.80:~~3.01:1.00.

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

The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, 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 September 26, 2020, 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.

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

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

At ~~September 26, 2020,~~April 3, 2021, the Company had ~~$1,547,500~~$1,489,750 outstanding under the Credit Facilities and the Notes, consisting of borrowings under the Term Loan Facility of ~~$1,247,500,~~$1,189,750, $0 drawn down on the Revolving Credit Facility and $300,000 in aggregate principal amount of Notes issued and outstanding.

At ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, 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 1211 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 ~~6.95~~%6.59% and ~~8.08%~~7.03% per annum at ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, 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 ~~7.34~~%7.06% and ~~7.59%~~7.41% per annum at ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, respectively, based on interest rates on these dates.

In April 2021, the Company refinanced its existing debt. See Note 17 for information relating to the debt refinancing.

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

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

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 26,		September 28,		September 26,		September 28,		April 3,			March 28,
	2020		2019		2020		2019		2021			2020
Numerator:
Net income attributable to WW International, Inc.	$	54,525	$	47,086	$	62,468	$	90,233
Net loss attributable to WW International, Inc.									$	(18,227	)	$	(6,063	)
Denominator:
Weighted average shares of common stock outstanding		68,013		67,298		67,697		67,129		69,084			67,436
Effect of dilutive common stock equivalents		1,989		2,319		2,239		2,235		—			—
Weighted average diluted common shares outstanding		70,002		69,617		69,936		69,364		69,084			67,436
Earnings per share attributable to WW International, Inc.
Net loss per share attributable to WW International, Inc.
Basic	$	0.80	$	0.70	$	0.92	$	1.34	$	(0.26	)	$	(0.09	)
Diluted	$	0.78	$	0.68	$	0.89	$	1.30	$	(0.26	)	$	(0.09	)

The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted ~~EPS~~net loss per share was ~~5,358~~6,360 and ~~1,687~~4,042 for the three months ended ~~September 26,~~April 3, 2021 and March 28, 2020, and September 28, 2019, respectively. The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted EPS was 3,589 and 1,793 for the nine months ended September 26, 2020 and September 28, 2019, respectively.

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”), 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 (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.

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.

In fiscal 2017, the Company granted 98.5 PSUs in May 2017 and 47.9 PSUs in July 2017, all having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs 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 effective tax rates for the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020 were ~~13.6%~~30.0% and ~~17.8%, respectively. The effective tax rates for the three and nine months ended September 28, 2019 were 21.8% and 23.0%~~9.7%, respectively. For the ~~nine~~three months ended ~~September 26, 2020,~~April 3, 2021, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to state income tax expense ~~was impacted~~and tax expense from income earned in foreign jurisdictions, partially offset by a tax benefit related to ~~the reversal of the 2018, 2019 and 2020 tax impact of global~~foreign-derived intangible ~~low-taxed~~ income ~~(“GILTI”) and~~and a tax ~~windfall~~benefit related to tax windfalls from stock ~~compensation, partially offset by an impairment of the Company’s Brazil reporting unit which has a full valuation allowance and an increase to tax reserves related to a foreign income tax audit.~~compensation. For the ~~nine~~three months ended ~~September 26,~~March 28, 2020, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to an impairment of its Brazil reporting unit which had a full valuation allowance, tax expense ~~from~~related to global intangible low-taxed income ~~earned in foreign jurisdictions~~ and state income tax expense, partially offset by a tax benefit related to foreign-derived intangible income (“FDII”). For the nine months ended September 28, 2019, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to tax expense related tofrom income earned in foreign jurisdictions, tax expense related to GILTI and state income tax expense, partially offset by tax benefits related to FDII, the reversal of tax reserves no longer needed and the cessation of certain publishing operations.jurisdictions.

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.

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 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 discrete tax benefit in the three months ended September 26, 2020 related to the 2018 and 2019 taxes previously accrued attributable to GILTI.

In March 2019, two substantially identical class action complaints alleging violations of the federal securities laws were filed by individual shareholders against the Company, certain of the Company’s current officers and the Company’s former controlling shareholder, Artal Group S.A. (“Artal”), in the United States District Court for the Southern District of New York. The actions were consolidated and lead plaintiffs were appointed in June 2019. A consolidated amended complaint was filed on July 29, 2019, naming as defendants the Company, certain of the Company’s current officers and directors, and Artal and certain of its affiliates. A second consolidated amended complaint was filed on September 27, 2019. The operative complaint asserts claims on behalf of all purchasers of the Company’s common stock between May 4, 2018 and February 26, 2019, inclusive (the “Class Period”), including purchasers of the Company’s common stock traceable to the May 2018 secondary offering of the Company’s common stock by certain of its shareholders. The complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and/or concealed or recklessly disregarded material adverse facts. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, and with respect to the secondary offering, under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. The plaintiffs ~~seek~~sought to recover unspecified damages on behalf of the class members. The Company ~~believes that the action is without merit and intends to vigorously defend it. The Company~~ filed a motion to dismiss the complaint on October 31, 2019. On 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 ~~ongoing~~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 ~~have each been~~were initially stayed pending a decision on the defendants’ motion to dismiss the securities class ~~action.~~action and all parties agreed to an additional stay until May 24, 2021. The Company believes that these actions are without merit and intends to vigorously defend them.

~~Two substantially similar~~In June 2020, a Workshops + Digital (then known as Studio + Digital) member filed a class action ~~complaints were filed by individual Studio + Digital members~~complaint against the Company in ~~the United States District Court for the Southern District of New York (the “SDNY”) in May 2020 (the “Vodden Matter”) and~~ the Superior Court of California in Ventura ~~County in June 2020 (the “Quintanilla Matter”).~~County. The ~~complaints were~~complaint was filed on behalf of all ~~Studio~~Workshops + Digital members nationwide and ~~regard~~regards the fees charged for ~~Studio~~Workshops + Digital memberships since the ~~temporary~~ replacement of in-person workshops with virtual workshops in March 2020 in response to the COVID-19 pandemic. The ~~complaints~~complaint alleged, among other things, that the Company’s decision to charge its members the full ~~Studio~~Workshops + Digital membership fee while only providing a virtual workshop experience violated California state consumer protection laws ~~in New York and/or California, as applicable,~~ 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 ~~plaintiffs sought~~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.

~~The Company filed a motion to dismiss the Vodden Matter on August 3,~~On July 30, 2020, ~~and, in response,~~ the ~~plaintiff filed a notice of voluntary dismissal without prejudice on August 17, 2020. The~~ Company filed a notice to remove the ~~Quintanilla Matter~~matter to the United States District Court for the Central District of California, ~~on July 30, 2020~~ and per the parties’ stipulation, on August 7, 2020, the case was transferred to the ~~SDNY on August 7, 2020.~~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 ~~intends to file~~filed another motion to dismiss the ~~Quintanilla Matter~~matter on ~~or about~~ 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 ~~the Quintanilla Matter~~this matter is without merit and intends to vigorously defend it.

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.

As of ~~September 26, 2020,~~April 3, 2021 and 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~~$500,000 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.$750,000, respectively.

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~~decreased 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.

As of ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, cumulative unrealized losses for qualifying hedges were reported as a component of accumulated other comprehensive loss in the amounts of ~~$23,323~~$17,086 ($~~31,323~~22,956 before taxes) and ~~$15,529~~$20,979 ($~~20,856~~28,161 before taxes), respectively. As of ~~September 26, 2020,~~April 3, 2021 and January 2, 2021, the aggregate fair ~~value~~values of the Company’s current swaps ~~was a liability~~were liabilities of ~~$32,542,~~$23,053 and $28,283, respectively, which iswere 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.~~sheets.

The Company is hedging forecasted transactions for periods not exceeding the next ~~four~~three years. The Company expects approximately ~~$6,422~~$3,852 ($~~8,609~~5,150 before taxes) of derivative losses included in accumulated other comprehensive loss at ~~September 26, 2020,~~April 3, 2021, based on current market rates, will be reclassified into earnings within the next 12 months.

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:

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

The Company’s significant financial instruments include long-term debt and interest rate swap agreements as of ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019.~~January 2, 2021. The fair value of the Company’s borrowings under the Revolving Credit Facility approximated a carrying value of $0 at both ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019.~~January 2, 2021.

The fair value of the Company’s Credit Facilities is determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, the fair value of the Company’s long-term debt was approximately ~~$1,533,476~~$1,484,132 and ~~$1,597,852,~~$1,501,148, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of ~~$1,522,830~~$1,468,019 and ~~$1,576,170,~~$1,485,800, respectively.

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 1211 for disclosures related to derivative financial instruments.

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

The Company did 0t have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3 during the ~~nine~~three months ended ~~September 26, 2020~~April 3, 2021 and the fiscal year ended ~~December 28, 2019.~~

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

Nine Months Ended September 28, 2019

Loss on
Qualifying
Hedges

Loss on
Foreign
Currency
Translation

Total

Beginning balance at December 29, 2018

$
(1,175
)

$
(14,582
)

$
(15,757
)
Other comprehensive (loss) income before
   reclassifications, net of tax

(15,585
)

397

(15,188
)
Amounts reclassified from accumulated other
   comprehensive loss, net of tax^(b)

(1,157
)

0

(1,157
)
Net current period other comprehensive (loss)
   income including noncontrolling interest

(16,742
)

397

(16,345
)
Less: Net current period other comprehensive
   loss attributable to the noncontrolling interest

0

38

38

Ending balance at September 28, 2019

$
(17,917
)

$
(14,147
)

$
(32,064
)

	Three Months Ended March 28, 2020
	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 before reclassifications, net of tax		(10,471	)		(7,321	)		(17,792	)
Amounts reclassified from accumulated other comprehensive loss, net of tax^(b)		820			—			820
Net current period other comprehensive loss including noncontrolling interest		(9,651	)		(7,321	)		(16,972	)
Less: Net current period other comprehensive loss attributable to the noncontrolling interest		—			98			98
Ending balance at March 28, 2020	$	(25,180	)	$	(19,046	)	$	(44,226	)

	Three Months Ended						Nine Months Ended							Three Months Ended
	September 26,			September 28,			September 26,			September 28,				April 3,			March 28,
	2020			2019			2020			2019				2021			2020
Details about Other Comprehensive Loss Components	Amounts Reclassified from Accumulated Other Comprehensive Loss						Amounts Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Statement Where Net Income is Presented	Amounts Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Statement Where Net Income is Presented
(Loss) Gain on Qualifying Hedges
Loss on Qualifying Hedges
Interest rate contracts	$	(3,698	)	$	(210	)	$	(8,235	)	$	1,550		Interest expense	$	(3,633	)	$	(1,099	)	Interest expense
		(3,698	)		(210	)		(8,235	)		1,550		Income before income taxes		(3,633	)		(1,099	)	Loss before income taxes
		939			53			2,092			(393	)	Provision from income taxes		915			279		Benefit from income taxes
	$	(2,759	)	$	(157	)	$	(6,143	)	$	1,157		Net income	$	(2,718	)	$	(820	)	Net loss

The Company has 4 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.

	Total Revenue, net				Total Revenue, net				Total Revenue, net
	Three Months Ended				Nine Months Ended				Three Months Ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		April 3, 2021		March 28, 2020
North America	$	215,195	$	243,684	$	726,426	$	749,341	$	221,315	$	283,706
Continental Europe		76,511		71,138		234,321		224,623		81,896		79,990
United Kingdom		20,472		22,933		65,238		72,068		19,067		25,028
Other		8,521		10,812		28,712		34,722		9,518		11,637
Total revenue, net	$	320,699	$	348,567	$	1,054,697	$	1,080,754	$	331,796	$	400,361

	Net Income					Net Income				Net Loss
	Three Months Ended					Nine Months Ended				Three Months Ended
	September 26, 2020			September 28, 2019		September 26, 2020		September 28, 2019		April 3, 2021			March 28, 2020
Segment operating income:
North America	$	79,978		$	83,998	$	204,748	$	216,281	$	27,582		$	45,253
Continental Europe		37,159			32,679		92,360		73,518		20,054			13,572
United Kingdom		4,056			3,271		7,406		6,829		543			(837	)
Other		1,551			1,435		1,582		2,829		103			(2,776	)
Total segment operating income		122,744			121,383		306,096		299,457		48,282			55,212
General corporate expenses		30,102			26,654		137,601		77,358		45,451			30,345
Interest expense		29,735			33,118		92,281		103,045		29,123			31,551
Other (income) expense, net		(211	)		1,460		230		2,201		(237	)		24
Provision for income taxes		8,604			13,123		13,546		26,834
Net income	$	54,514		$	47,028	$	62,438	$	90,019
Net loss attributable to the noncontrolling interest		11			58		30		214
Net income attributable to WW International, Inc.	$	54,525		$	47,086	$	62,468	$	90,233
Benefit from income taxes											(7,828	)		(651	)
Net loss										$	(18,227	)	$	(6,057	)
Net income attributable to the noncontrolling interest											—			(6	)
Net loss attributable to WW International, Inc.										$	(18,227	)	$	(6,063	)

	Depreciation and Amortization				Depreciation and Amortization				Depreciation and Amortization
	Three Months Ended				Nine Months Ended				Three Months Ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		April 3, 2021		March 28, 2020
North America	$	9,496	$	9,048	$	30,041	$	27,434	$	10,312	$	10,527
Continental Europe		409		496		1,192		1,272		434		388
United Kingdom		252		164		762		588		257		262
Other		91		103		273		321		113		97
Total segment depreciation and amortization		10,248		9,811		32,268		29,615		11,116		11,274
General corporate depreciation and amortization		4,403		3,235		11,748		10,804		4,295		3,121
Depreciation and amortization	$	14,651	$	13,046	$	44,016	$	40,419	$	15,411	$	14,395

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 ~~$305~~$474 and ~~$2,066~~$938 for the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020, ~~respectively, and $662 and $2,665 for the three and nine months ended September 28, 2019,~~ respectively, which services included advertising, production and related fees. ~~Also, during the three months ended September 28, 2019, the Company received advertising services from entities related to Ms. Winfrey at no charge with an estimated value of $330.~~

Entities related to Ms. Winfrey were reimbursed for actual costs incurred in connection with the WW Presents: Oprah’s 2020 Vision tour totaling ~~$2 and $1,653~~$1,509 for the three ~~and nine~~ months ended ~~September 26, 2020, respectively.~~March 28, 2020.

The Company’s accounts payable to parties related to Ms. Winfrey at ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019~~January 2, 2021 was ~~$198~~$0 and ~~$72,~~$76, respectively.

In ~~June 2020,~~March 2021, 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 ~~604~~875 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 ~~297~~330 shares issuable under such options, respectively.

As previously disclosed,~~Restructuring~~ 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 has resulted and will result in the termination of operating leases and elimination of certain positions worldwide. The Company had previously estimated this plan would cost approximately $18,000 in fiscal 2021. The Company revised its estimate and currently expects to record restructuring expenses of approximately $11,000 in fiscal 2021 related to this plan. The Company recorded expenses in connection with lease termination and other related costs of $4,720 and employee termination benefit costs of $818, totaling $5,538 ($4,143 after tax) for the three months ended April 3, 2021. These expenses impacted cost of revenues by $5,202 and selling, general and administrative expenses by $336 for the three months ended April 3, 2021. All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the three months ended April 3, 2021, the Company made payments of $607 towards the liability for the lease termination costs. For the three months ended April 3, 2021, the Company made payments of $115 towards the liability for these employee termination benefit costs. The Company expects the remaining lease termination liability of $2,953 and the remaining employee termination benefit liability of $703 to be paid in full no later than the end of fiscal 2023.

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 $14,000. This estimate has been revised to $22,500 driven primarily by the strategic cost reductions to the Company’s global Studio + Digital operations toTo adjust to anticipated consumer ~~demand.~~ ~~During the second and third quarters of fiscal 2020,~~demand, the Company ~~reduced~~evolved its ~~total headcount by approximately 35% since the end of fiscal 2019. A~~workshop strategy and expanded its restructuring plan to include ~~s of~~ lease termination and other related costs~~September 26, 2020, the Company had approximately~~ 11 ~~employees, a majority of whom were part-time employees.~~. The Company recorded expenses in connection with employee termination benefit costs of ~~$2,251~~$25,103 and lease termination and other related costs of $7,989, totaling $33,092 ($~~1,680~~24,756 after tax) ~~and $13,459 ($9,996 after tax) during~~for the ~~three and~~fiscal year ended ~~nine months~~ ~~ended September 26, 2020, respectively.~~January 2, 2021. These expenses impacted cost of revenues by ~~$1,062 and $7,565~~$23,300 and selling, general and administrative expenses by ~~$1,189 and $5,894 in~~$9,792 for the ~~three and~~fiscal year ended ~~nine months~~ ~~ended September 26, 2020, respectively.~~ January 2, 2021. All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the ~~three and~~fiscal year ended ~~nine months~~ ~~ended September 26, 2020,~~January 2, 2021, the Company made payments of ~~$4,419 and $8,086, respectively,~~$15,434 towards the liability for these ~~expenses~~employee termination benefit costs and increased provision estimates by ~~$20~~$180. For the fiscal year ended January 2, 2021, the Company made payments of $645 towards the liability for ~~each respective period.~~these lease termination and related costs. For the three months ended April 3, 2021, the Company made payments of $3,666 towards the liability for these employee termination benefit costs and decreased provision estimates by $49. For the three months ended April 3, 2021, the Company made payments of $3,483 towards the liability for the lease termination costs and decreased provision estimates by $441. The Company expects the remaining employee termination benefit liability of ~~$5,393~~$6,134 and the remaining lease termination liability of $1,397 to be paid in full no later than the end of fiscal ~~2021. The Company anticipates recording additional expenses in connection with this restructuring of approximately $9,000.~~2023.

~~As previously disclosed, in the first quarter of fiscal 2019,~~17.Subsequent Events

On April 13, 2021, the Company ~~undertook~~repaid in full approximately $1,189,750 of borrowings under the Credit Facilities and redeemed all of the $300,000 aggregate principal amount of Senior Notes with proceeds received from approximately $1,000,000 in an ~~organizational realignment which resulted~~aggregate principal amount of borrowings under the Company’s new credit facilities and proceeds received from the issuance of $500,000 in ~~the elimination~~aggregate principal amount of ~~certain positions~~4.500% Senior Secured Notes due 2029. The Company’s new credit facilities consist of a $1,000,000 term loan facility and ~~termination~~a $175,000 revolving credit facility (which includes borrowing capacity available for letters of ~~employment for certain employees~~ ~~worldwide.~~ ~~The Company recorded expenses in connection with employee termination benefit costs of $6,331 ($4,727 after tax) during the~~ ~~nine months~~ ~~ended~~ ~~September 28, 2019 (all expenses were recorded in the first quarter of fiscal 2019)~~credit). ~~These expenses impacted cost of revenues by $1,425 and selling, general and administrative expenses by $4,906 in the~~ ~~nine months~~ ~~ended~~ ~~September 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~~ ~~nine months~~ ended September 26, 2020, the Company made payments of $1,052 towards the liability for these expenses and lowered provision estimates by $119. As of September 26, 2020, there was 0 outstanding liability related thereto.

Except for historical information contained herein, this Quarterly Report on Form 10-Q includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, in particular, the statements about our plans, strategies, objectives and prospects and the impact of the COVID-19 virus under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have generally used the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Quarterly Report on Form 10-Q to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things:

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

WW International, Inc., formerly known as Weight Watchers International, Inc., is a Virginia corporation with its principal executive offices in New York, New York. In this Quarterly Report on Form 10-Q unless the context indicates otherwise: “we,” “us,” “our,” the “Company” and “WW” refer to WW International, Inc. and all of its operations consolidated for purposes of its financial statements; “North America” refers to our North American Company-owned operations; “Continental Europe” refers to our Continental Europe Company-owned operations; “United Kingdom” refers to our United Kingdom Company-owned operations; and “Other” refers to Australia, New Zealand and emerging markets operations and franchise revenues and related costs. Each of North America, Continental Europe, United Kingdom and Other is also a reportable segment. Our “Digital” business refers to providing subscriptions to our digital product offerings, including ~~the~~Digital 360 and Personal Coaching + ~~Digital product.~~Digital. Our “Workshops + Digital” (formerly known as “Studio + Digital”) business refers to providing unlimited access to our ~~weekly in-person~~ workshops combined with our digital subscription product offerings to commitment plan subscribers. ~~Our “Studio + Digital” business~~It also includes the provision of access to workshops for members who do not subscribe to commitment plans, including our “pay-as-you-go” members.

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

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

You should read the following discussion in conjunction with our Annual Report on Form 10-K for fiscal ~~2019~~2020 as amended that includes additional information about us, our results of operations, our financial position and our cash flows, and with our unaudited consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q (collectively referred to as the “Consolidated Financial Statements”).

To supplement our consolidated results presented in accordance with accounting principles generally accepted in the United States, or GAAP, we have disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross profit margin, operating income and operating income margin are discussed in this Quarterly Report on Form 10-Q both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to the ~~third~~first quarter of fiscal ~~2020~~2021 to exclude the impact of the charges associated with our previously disclosed ~~2020~~2021 organizational restructuring plan and with respect to the first ~~nine months~~quarter of fiscal 2020 to exclude the impact of the one-time stock compensation expense associated with the previously disclosed option granted to Ms. Oprah Winfrey in connection with the Company extending its partnership with Ms. Winfrey (the “Winfrey Stock Compensation expense”), the 2020 restructuring charges and the impairment charge for our goodwill related to our Brazil reporting ~~unit, as applicable.~~unit. We generally refer to such non-GAAP measures as excluding or adjusting for the impact of the ~~Winfrey Stock Compensation expense, 2020~~2021 restructuring charges and the goodwill impairment charge. We also present within this Quarterly Report on Form 10-Q the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, ~~2020~~ restructuring charges and goodwill impairment (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. See “—Liquidity and Capital Resources—EBITDAS, Adjusted EBITDAS and Net Debt” for the reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure in each case. Our management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the performance of our business and are useful for period-over-period comparisons of the performance of our business. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies.

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

In performing the impairment analysis for our indefinite-lived franchise rights acquired, the fair value for our franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for our franchise rights related to our Studio + Digital business and a relief from royalty methodology for our franchise rights related to our Digital business. The aggregate estimated fair value for these rights is then compared to the carrying value of the unit of account for those franchise rights. We have determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Studio + Digital business and Digital business in the country in which the applicable acquisition occurred. The book values of these franchise rights in the United States, Canada, United Kingdom, Australia, and New Zealand as of the September 26, 2020 balance sheet date were $671.9 million, $53.9 million, $11.5 million, $6.3 million, and $4.6 million, respectively.

In our hypothetical start-up approach analysis for fiscal 2020, we assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, we estimated future cash flows for the Studio + Digital business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Studio + Digital and Digital businesses were discounted utilizing rates consistent with those utilized in the annual goodwill impairment analysis.

In performing the impairment analysis for goodwill, the fair value for our reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. We have determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The values of goodwill in the United States, Canada and other countries as of the September 26, 2020 balance sheet date were $103.0 million, $40.0 million and $9.8 million, respectively.

For all of our reporting units tested as of May 3, 2020, we 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. We utilized operating income as the basis for measuring our potential growth because we believe it is the best indicator of the performance of our business. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt.

We review 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. We performed fair value impairment testing as of May 3, 2020 and May 5, 2019, each the first day of fiscal May, on our indefinite-lived intangible assets and goodwill.

In performing our annual impairment analysis as of May 3, 2020 and May 5, 2019, we determined that the carrying amounts of our 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, we utilize 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, we would be required to record a corresponding charge, which would impact earnings. We would also be required to reduce the carrying amounts of the related assets on our balance sheet. We continue to evaluate these assumptions and believe that these assumptions are appropriate.

In performing our annual impairment analysis, we also considered the trading value of both our equity and debt. If the trading values of both our equity and debt were to significantly decline from their current levels, we may have to take an impairment charge at the appropriate time, which could be material. For additional information on risks associated with our recognizing asset impairment charges, see “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2019.

Based on the results of our annual franchise rights acquired impairment analysis performed for all of our units of account, except for Canada and New Zealand, as of the September 26, 2020 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 92.2% of our total franchise rights acquired. Based on the results of our annual franchise rights acquired impairment test performed for our Canada unit of account, which holds 7.2% of our franchise rights acquired as of the September 26, 2020 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 our annual franchise rights acquired impairment test performed for our New Zealand unit of account, which holds 0.6% of our franchise rights acquired as of the September 26, 2020 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 is $4.6 million as of September 26, 2020.

In performing this impairment analysis for fiscal 2020, for the year of maturity, we assumed Studio + Digital revenue (comprised of Studio + Digital Fees and revenues from products sold to members in studios) growth of (30.6%) to (39.3%) in the year of maturity from fiscal 2019, in each case, earned in the applicable country and assumed cumulative annual revenue growth rates for the years beyond the year of maturity of 1.7%. For the year of maturity and beyond, we assumed operating income margin rates of 0.2% to 12.4%.

Based on the results of our May 3, 2020 annual goodwill impairment test performed for all of our reporting units as of the September 26, 2020 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%.

~~The following are the more significant assumptions utilized in our annual impairment analyses for fiscal 2020 and fiscal 2019:~~

With respect to our Brazil reporting unit, during the first quarter of fiscal 2020, we made a strategic decision to shift to an exclusively Digital business in that country. We determined that making this decision together with the negative impact of COVID-19, the ongoing challenging economic environment in Brazil and our reduced expectations regarding the reporting unit’s future operating cash flows required us to perform an interim goodwill impairment analysis. In performing this discounted cash flow analysis, we determined that the carrying amount of this reporting unit exceeded its fair value and as a result recorded an impairment charge of $3.7 million, which comprises the remaining balance of goodwill for this reporting unit.

As it relates to our goodwill impairment analysis for Brazil, we estimated future debt-free cash flows in contemplation of our growth strategies for that market. In developing these projections, we considered the growth strategies under the current market conditions in Brazil. We 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.

For a discussion of the ~~other~~ critical accounting policies affecting us, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” of our Annual Report on Form 10-K for fiscal ~~2019.~~2020 as amended. Our critical accounting policies have not changed since the end of fiscal ~~2019.~~2020.

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

~~In March 2020, the World Health Organization categorized the outbreak of the~~The novel coronavirus (COVID-19) ~~as a pandemic. It~~pandemic continues ~~to spread globally and~~ to impact our business operations and the markets in which we operate. While the outbreak of COVID-19 did not have a significant effect on our reported results for the first quarter of fiscal 2020, it did have a significant effect on our reported results for the second and third quarters of fiscal 2020. The pandemic initially caused a significant decline in recruitments for both our Digital and our Studio + Digital businesses, beginning in the middle of March 2020, as compared to the prior year period. Starting in the middle of April 2020, Digital recruitment trends returned to growth. Our third quarter fiscal 2020 Digital recruitments were higher as compared to the prior year period. Our Studio + Digital business continued to experience significant declines in recruitments as compared to the prior year period through the end of the third quarter, a trend that is expected to continue in the fourth quarterremainder of fiscal 2020 and ~~potentially in subsequent periods. With approximately 90% of recruitments in~~ the ~~third~~first quarter of fiscal 2020 coming from our Digital business, the recruitment mix shift in the quarter reflected the strength of our Digital business and the limited re-opening of our studios. This trend in Studio + Digital recruitments throughout the COVID-19 pandemic negatively impacted revenues in the third quarter of fiscal 2020 as compared to the prior year period.2021. The pandemic has not materially impacted our member cancellation rates year-over-year to date. Overall member retention remained above ten months as of the end of the third quarter of fiscal 2020. These trends are reflected in the number of End of Period Subscribers for the ~~third~~first quarter of fiscal ~~2020, which was up 5% as compared to~~2021 decreased 1.5% versus the prior year period. The challenging COVID-19 environment for our Workshops + Digital business drove a significant decrease in End of Period Workshops + Digital Subscribers for the first quarter of fiscal 2021 versus the prior year period, ~~consisting~~which was partially offset by the increase in End of ~~3.8 million~~Period Digital ~~subscribers and 0.9 million Studio~~Subscribers. The negative impact of COVID-19 is expected to continue to significantly impact the Workshops + Digital ~~subscribers.~~business in the second quarter of fiscal 2021 and potentially in subsequent periods.

The extent to which our operations and business trends will continue in future periods to be impacted by, and any unforeseen costs will result from, the ongoing outbreak of COVID-19 and any virus variants will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. These developments include, among other things, new information that may emerge concerning the severity of the outbreak, health implications and vaccine availability, actions by government authorities to contain the outbreak or treat its impact, and changes in consumer behavior resulting from the outbreak and such government actions. We continue to actively monitor the ongoing global outbreak of COVID-19 and its impact and related developments and expect ~~similar to the third quarter of fiscal 2020,~~ that it will significantly impact our reported results for the ~~fourth quarter~~first half of fiscal ~~2020~~2021 and may potentially do so in subsequent periods.

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

We are accelerating our strategic digital transformation. This acceleration began with the launch of virtual workshops as previously discussed, and we expect to continue to evolve our virtual experience and offerings for our members. For example, we continue to work towards the launch of a new digitally-enabled, community-focused and coach-led offering this year, which will reflect learnings from our current virtual workshops and ongoing test pilots. We are reallocating certain resources and will incur additional costs to support this acceleration.

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

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

THREE MONTHS ENDED ~~SEPTEMBER 26, 2020~~APRIL 3, 2021 COMPARED TO THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 28, ~~2019~~2020

The table below sets forth selected financial information for the ~~third~~first quarter of fiscal 2021 from our consolidated statements of net income for the three months ended April 3, 2021 versus selected financial information for the first quarter of fiscal 2020 from our consolidated statements of net income for the three months ended ~~September 26, 2020 versus selected financial information for the third quarter of fiscal 2019 from our consolidated statements of net income for the three months ended September~~March 28, ~~2019.~~2020.

	(In millions, except per share amounts)																	(In millions, except per share amounts)
	For The Three Months Ended													% Change				For The Three Months Ended
	September 26, 2020			September 28, 2019			Increase/ (Decrease)			% Change				Constant Currency				April 3, 2021			March 28, 2020			Increase/ (Decrease)			% Change				% Change Constant Currency
Revenues, net	$	320.7		$	348.6		$	(27.9	)		(8.0	%)			(9.4	%)		$	331.8		$	400.4		$	(68.6	)		(17.1	%)			(19.7	%)
Cost of revenues		130.6			153.8			(23.2	)		(15.1	%)			(16.2	%)			138.4			189.4			(51.0	)		(26.9	%)			(28.6	%)

Gross profit		190.1			194.8			(4.7	)		(2.4	%)			(4.0	%)			193.4			211.0			(17.6	)		(8.3	%)			(11.8	%)
Gross Margin %		59.3	%		55.9	%													58.3	%		52.7	%

Marketing expenses		38.3			36.3			1.9			5.3	%			3.2	%			116.9			117.9			(1.0	)		(0.8	%)			(4.1	%)
Selling, general & administrative expenses		59.2			63.7			(4.5	)		(7.1	%)			(7.9	%)			73.7			64.5			9.1			14.2	%			12.3	%
Goodwill impairment																			—			3.7			(3.7	)		(100.0	%)			(100.0	%)
Operating income		92.6			94.7			(2.1	)		(2.2	%)			(4.2	%)			2.8			24.9			(22.0	)		(88.6	%)			(97.4	%)
Operating Income Margin %		28.9	%		27.2	%													0.9	%		6.2	%

Interest expense		29.7			33.1			(3.4	)		(10.2	%)			(10.2	%)			29.1			31.6			(2.4	)		(7.7	%)			(7.7	%)
Other (income) expense, net		(0.2	)		1.5			(1.7	)		100.0	%	*		100.0	%	*		(0.2	)		0.0			(0.3	)		100.0	%	*		100.0	%	*
Income before income taxes		63.1			60.2			3.0			4.9	%			1.8	%
Loss before income taxes																			(26.1	)		(6.7	)		(19.3	)	100.0		%	*	100.0		%	*

Provision for income taxes		8.6			13.1			(4.5	)		(34.4	%)			(38.6	%)
Net income		54.5			47.0			7.5			15.9	%			13.0	%
Net loss attributable to the noncontrolling interest		0.0			0.1			(0.0	)		(80.6	%)			(73.5	%)
Benefit from income taxes																			(7.8	)		(0.7	)		(7.2	)	100.0		%	*	100.0		%	*
Net loss																			(18.2	)		(6.1	)		(12.2	)	100.0		%	*	100.0		%	*
Net income attributable to the noncontrolling interest																			—			(0.0	)		0.0			(100.0	%)			(100.0	%)

Net income attributable to WW International, Inc.	$	54.5		$	47.1		$	7.4			15.8	%			12.9	%
Net loss attributable to WW International, Inc.																		$	(18.2	)	$	(6.1	)	$	(12.2	)	100.0		%	*	100.0		%	*

Weighted average diluted shares outstanding		70.0			69.6			0.4			0.6	%			0.6	%			69.1			67.4			1.6			2.4	%			2.4	%
Diluted earnings per share	$	0.78		$	0.68		$	0.10			15.2	%			12.3	%
Diluted loss per share																		$	(0.26	)	$	(0.09	)	$	(0.17	)	100.0		%	*	100.0		%	*

Certain results for the ~~third~~first quarter of fiscal ~~2020~~2021 are adjusted to exclude the impact of the ~~$2.3~~$5.5 million of ~~charges associated with our previously disclosed 2020 organizational~~2021 restructuring ~~plan.~~charges. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the three months ended ~~September 26, 2020~~April 3, 2021 which have been adjusted.

			Gross					Operating					Gross					Operating
	Gross		Profit			Operating		Income			Gross		Profit			Operating		Income
(in millions except percentages)	Profit		Margin			Income		Margin			Profit		Margin			Income		Margin
Third Quarter of Fiscal 2020	$	190.1		59.3	%	$	92.6		28.9	%
First Quarter of Fiscal 2021											$	193.4		58.3	%	$	2.8		0.9	%
Adjustments to reported amounts ⁽¹⁾
2020 restructuring charges		1.1					2.3
2021 restructuring charges												5.2					5.5
Total adjustments ⁽¹⁾		1.1					2.3					5.2					5.5
Third Quarter of Fiscal 2020, as adjusted ⁽¹⁾	$	191.2		59.6	%	$	94.9		29.6	%
First Quarter of Fiscal 2021, as adjusted ⁽¹⁾											$	198.6		59.9	%	$	8.4		2.5	%

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

Revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 were ~~$320.7~~$331.8 million, a decrease of ~~$27.9~~$68.6 million, or ~~8.0%~~17.1%, versus the ~~third~~first quarter of fiscal ~~2019.~~2020. Excluding the impact of foreign currency, which positively impacted our revenues for the ~~third~~first quarter of fiscal ~~2020~~2021 by ~~$4.8~~$10.4 million, revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 would have decreased ~~9.4%~~19.7% versus the prior year period. This decrease was driven primarily by lower revenues related to ~~Studio~~Workshops + Digital Fees and in-studio product sales as a result of the closure of ~~a majority of~~ our studios ~~due~~and reduced operations related to the COVID-19 pandemic. ~~Furthermore,~~In North America, revenue also declined as we cycled against the ~~subsequent reopening of a limited number of our studios in each market was further impacted by~~revenues from the ~~strategic realignment of our Studio + Digital business.~~WW Presents: Oprah’s 2020 Vision tour. See “—Segment Results” for additional details on revenues.

Total cost of revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 decreased ~~$23.2~~$51.0 million, or ~~15.1%~~26.9%, versus the prior year period. Excluding the impact of ~~$1.1~~$5.2 million of ~~2020~~2021 restructuring charges, total cost of revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 would have decreased by ~~15.8%~~29.7%, or ~~16.9%~~31.3% on a constant currency basis, versus the prior year period. Gross profit decreased ~~$4.7~~$17.6 million, or ~~2.4%~~8.3%, in the ~~third~~first quarter of fiscal ~~2020~~2021 compared to the ~~third~~first quarter of fiscal ~~2019.~~2020. Excluding the impact of foreign currency, which positively impacted gross profit for the ~~third~~first quarter of fiscal ~~2020~~2021 by ~~$3.1~~$7.2 million, gross profit in the ~~third~~first quarter of fiscal ~~2020~~2021 would have decreased ~~4.0%~~11.8% versus the prior year period. Excluding the impact of ~~$1.1~~$5.2 million of ~~2020~~2021 restructuring charges, gross profit in the ~~third~~first quarter of fiscal ~~2020~~2021 would have decreased by ~~1.9%~~5.9%, or ~~3.5%~~9.3% on a constant currency basis, versus the prior year period primarily due to the decrease in revenues. Gross margin in the ~~third~~first quarter of fiscal ~~2020~~2021 increased ~~3.4%~~5.6% to ~~59.3%~~58.3% versus ~~55.9%~~52.7% in the ~~third~~first quarter of fiscal ~~2019.~~2020. Excluding the impact of ~~$1.1 million~~foreign currency, gross margin in the first quarter of ~~2020~~fiscal 2021 would have increased 5.2% to 57.9% versus the prior year period. Excluding the impact of the 2021 restructuring charges, gross margin in the ~~third~~first quarter of fiscal ~~2020~~2021 would have increased ~~3.7%~~7.2% to ~~59.6%~~59.9% versus the prior year period. Excluding the impact of both foreign currency and the 2021 restructuring charges, gross margin in the first quarter of fiscal 2021 would have increased 6.8% to 59.5% versus the prior year period. Gross margin increase was driven primarily by a mix shift to our higher margin Digital ~~business.~~business and cycling against the net profit from the WW Presents: Oprah’s 2020 Vision tour as a percentage of revenue, offset in part by a contraction of margins in the Workshops + Digital business and lower margins related to consumer product sales.

Marketing expenses ~~for~~in the ~~third~~first quarter of fiscal ~~2020 increased $1.9~~2021 decreased $1.0 million, or ~~5.3%~~0.8%, versus the ~~third~~first quarter of fiscal ~~2019.~~2020. Excluding the impact of foreign currency, which increased marketing expenses for the ~~third~~first quarter of fiscal ~~2020~~2021 by ~~$0.8~~$3.9 million, marketing expenses in the ~~third~~first quarter of fiscal ~~2020~~2021 would have ~~increased 3.2%~~decreased 4.1% versus the ~~third~~first quarter of fiscal ~~2019.~~2020. This ~~increase~~decrease in marketing expenses was ~~largely~~primarily due to ~~increased TV media~~fiscal 2020 including a 53rd week, which bridged the last week of December 2020 and ~~production costs in our Continental European markets.~~ended on January 2, 2021. This 53rd week had a high concentration of advertising spending and thus pushed a portion of the marketing expense into the fourth quarter of fiscal 2020. Marketing expenses as a percentage of revenue for the ~~third~~first quarter of fiscal ~~2020~~2021 increased to ~~11.9%~~35.2% from ~~10.4%~~29.5% for the ~~third~~first quarter of fiscal ~~2019.~~2020.

Selling, general and administrative expenses ~~for~~in the ~~third~~first quarter of fiscal ~~2020 decreased $4.5~~2021 increased $9.1 million, or ~~7.1%~~14.2%, versus the ~~third~~first quarter of fiscal ~~2019.~~2020. Excluding the impact of foreign currency, which increased selling, general and administrative expenses for the ~~third~~first quarter of fiscal ~~2020~~2021 by ~~$0.5~~$1.2 million, selling, general and administrative expenses in the ~~third~~first quarter of fiscal ~~2020~~2021 would have ~~decreased 7.9%~~increased 12.3% versus the prior year period. Excluding the impact of the ~~$1.2~~$0.3 million of ~~2020~~2021 restructuring charges, selling, general and administrative expenses in the ~~third~~first quarter of fiscal ~~2020~~2021 would have ~~decreased~~increased by ~~9.0%~~13.7%, or ~~9.7%~~11.8% on a constant currency basis, versus the prior year period. The ~~decrease~~increase in selling, general and administrative expenses in the ~~third~~first quarter of fiscal ~~2020~~2021 was driven primarily by ~~lower salary~~the timing of bonus payouts and related costs ~~travel & entertainment~~in fiscal 2021 and ~~professional fees versus~~ the ~~prior year period.~~negative impact of COVID-19 on our bonus payout for fiscal 2020. Selling, general and administrative expenses as a percentage of revenue for the ~~third~~first quarter of fiscal 2021 increased to 22.2% from 16.1% for the first quarter of fiscal 2020.

For the first quarter of fiscal 2020, ~~increased~~in performing our interim impairment analysis for our Brazil reporting unit, we determined that, based on the fair values calculated, the carrying amount of goodwill related to ~~18.5% from 18.3% for the third quarter~~our Brazil reporting unit exceeded our fair value and recorded an impairment charge of ~~fiscal 2019.~~$3.7 million.

Operating income in the ~~third~~first quarter of fiscal ~~2020~~2021 decreased ~~$2.1~~$22.0 million, or ~~2.2%~~88.6%, versus the prior year period. Excluding the impact of foreign currency, which positively impacted operating income for the ~~third~~first quarter of fiscal ~~2020~~2021 by ~~$1.9~~$2.2 million, operating income in the ~~third~~first quarter of fiscal ~~2020~~2021 would have decreased ~~4.2%~~97.4% versus the prior year period. Excluding the impact of the ~~$2.3~~$5.5 million of ~~2020~~2021 restructuring charges in the first quarter of fiscal 2021 and the $3.7 million goodwill impairment charge related to our Brazil reporting unit in the first quarter of fiscal 2020, operating income in the ~~third~~first quarter of fiscal ~~2020~~2021 would have ~~increased~~decreased by ~~0.2%~~70.7%, or ~~decreased by 1.8%~~78.3% on a constant currency basis, versus the prior year period. Operating income margin in the ~~third~~first quarter of fiscal ~~2020 increased 1.7%~~2021 decreased 5.4% to ~~28.9%~~0.9% versus ~~27.2%~~6.2% in the ~~third~~first quarter of fiscal ~~2019.~~2020. Excluding the impact of the ~~2020~~2021 restructuring charges in the first quarter of fiscal 2021 and the goodwill impairment charge in the first quarter of fiscal 2020, operating income margin in the ~~third~~first quarter of fiscal ~~2020~~2021 would have ~~increased~~decreased by ~~2.4%~~4.6%, or ~~2.3%~~5.2% on a constant currency basis, versus the prior year period. The ~~increase~~decrease in operating income margin was driven primarily by an increase in ~~gross margin, partially offset by~~selling, general and administrative expenses as a percentage of revenue and an increase in marketing expenses as a percentage of ~~revenue.~~revenue, partially offset by an increase in gross margin, versus the prior year period.

Interest expense in the ~~third~~first quarter of fiscal ~~2020~~2021 decreased ~~$3.4~~$2.4 million, or ~~10.2%~~7.7%, versus the ~~third~~first quarter of fiscal ~~2019.~~2020. The decrease in interest expense was driven primarily by a decrease in our outstanding indebtedness resulting from principal repayments. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the ~~third~~first quarter of fiscal ~~2020~~2021 and the ~~third~~first quarter of fiscal ~~2019~~2020 and excluding the impact of our interest rate swaps then in effect, decreased to ~~6.57%~~6.59% per annum at the end of the ~~third~~first quarter of fiscal ~~2020~~2021 from ~~7.82%~~7.54% per annum at the end of the ~~third~~first quarter of fiscal ~~2019.~~2020. Including the impact of our interest rate swaps then in effect, the effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the ~~third~~first quarter of fiscal 2021 and the first quarter of fiscal 2020, ~~and the third quarter of fiscal 2019,~~ decreased to ~~7.53%~~7.56% per annum at the end of the ~~third~~first quarter of fiscal ~~2020~~2021 from ~~7.87%~~7.82% per annum at the end of the ~~third~~first quarter of fiscal ~~2019.~~2020. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon. For additional details on our interest rate swaps, see “Item 3. Quantitative and Qualitative Disclosures about Market Risk” in Part I of this Quarterly Report on Form 10-Q.

Other (income) expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, changed by ~~$1.7~~$0.3 million in the ~~third~~first quarter of fiscal ~~2020~~2021 to $0.2 million of income as compared to ~~$1.5~~$0.0 million of expense in the prior year period.

Our effective tax rate ~~for~~in the ~~third~~first quarter of fiscal ~~2020~~2021 was ~~13.6%~~30.0% as compared to ~~21.8% for~~9.7% in the ~~third~~first quarter of fiscal ~~2019.~~ 2020. The effective tax rate in the first quarter of fiscal 2021 was impacted by state income tax expense and tax expense from income earned in foreign jurisdictions, partially offset by a tax benefit related to foreign-derived intangible income and a tax benefit related to tax windfalls from stock compensation. The effective tax rate in the ~~third~~first quarter of fiscal 2020 was impacted by an impairment of our Brazil reporting unit which had a full valuation allowance, tax ~~benefit~~expense related to ~~the reversal of the 2018, 2019 and 2020 tax impact of~~ global intangible low-taxed income or GILTI. For the third quarter of fiscal 2020, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was primarily due to tax expense from income earned in foreign jurisdictions and state income tax expense, partially offset by a tax benefit related to foreign-derived intangible income, or FDII. For the third quarter of fiscal 2019, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was primarily due to tax expense related tofrom income earned in foreign ~~jurisdictions and tax expense related to GILTI, partially offset by a tax benefit related to FDII and favorable tax return adjustments.~~

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act, or 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.

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 GILTI inclusion items of income subject to a high effective rate of foreign tax. As a result of the final regulations, we recorded a $7.6 million discrete tax benefit in the third quarter of fiscal 2020 related to the 2018 and 2019 taxes previously accrued attributable to GILTI.jurisdictions.

Net ~~income~~loss attributable to the Company in the ~~third~~first quarter of fiscal 2021 of $18.2 million, increased $12.2 million, or 200.6%, from the net loss attributable to the Company in the first quarter of fiscal 2020 ~~reflected a~~ ~~$7.4~~of $6.1 million~~, or 15.8%, increase from the~~ ~~third quarter of fiscal 2019~~. Excluding the impact of foreign currency, which positively impacted net ~~income~~loss attributable to the Company in the ~~third~~first quarter of fiscal ~~2020~~2021 by ~~$1.3~~$1.6 million, net ~~income~~loss attributable to the Company in the ~~third~~first quarter of fiscal ~~2020~~2021 would have increased ~~12.9%~~227.0% from the ~~third~~first quarter of fiscal ~~2019.~~2020. Net ~~income~~loss attributable to the Company in the ~~third~~first quarter of fiscal 2021 included a $4.1 million impact from 2021 restructuring charges. Net loss attributable to the Company in the first quarter of fiscal 2020 included a ~~$1.7~~$2.7 million impact from ~~2020 restructuring charges.~~ the goodwill impairment charge related to our Brazil reporting unit.

~~Earnings~~Diluted net loss per ~~fully diluted~~ share ~~or EPS,~~ in the ~~third~~first quarter of fiscal ~~2020~~2021 was ~~$0.78~~a loss of $0.26 compared to ~~$0.68~~a loss of $0.09 per share in the ~~third~~first quarter of fiscal ~~2019. EPS for~~2020. Diluted net loss per share in the ~~third~~first quarter of fiscal 2021 included a $0.06 impact from 2021 restructuring charges. Diluted net loss per share in the first quarter of fiscal 2020 included a ~~$0.02~~$0.05 impact from ~~2020 restructuring charges. Additionally, EPS for~~ the ~~third quarter of fiscal 2020 included a $0.11 tax benefit~~goodwill impairment charge related to ~~the reversal of the 2018 and 2019 tax impact of GILTI.~~our Brazil reporting unit.

The following tables set forth key metrics by reportable segment for the ~~third~~first quarter of fiscal ~~2020~~2021 and the percentage change in those metrics versus the prior year period:

	Q3 2020																											Q1 2021
	GAAP									Constant Currency																		GAAP									Constant Currency
				Product									Product						Total												Product									Product						Total
	Service			Sales &			Total			Service			Sales &			Total			Paid			Incoming			EOP			Subscription			Sales &			Total			Subscription			Sales &			Total			Paid			Incoming			EOP
	Revenues			Other			Revenues			Revenues			Other			Revenues			Weeks			Subscribers			Subscribers			Revenues			Other			Revenues			Revenues			Other			Revenues			Weeks			Subscribers			Subscribers
																						(in thousands)																											(in thousands)
North America	$	191.2		$	24.0		$	215.2		$	191.4		$	24.0		$	215.3			40.1			3,209.2			2,990.3		$	187.0		$	34.3		$	221.3		$	186.3		$	34.2		$	220.5			40.1			2,822.3			3,160.5
CE		67.5			9.0			76.5			64.1			8.5			72.6			15.8			1,272.6			1,206.3			69.9			12.0			81.9			63.8			11.0			74.8			17.1			1,179.6			1,349.1
UK		16.7			3.7			20.5			16.0			3.6			19.5			5.0			383.7			367.9			15.0			4.1			19.1			13.9			3.8			17.7			4.4			323.5			340.3
Other ⁽¹⁾		6.8			1.7			8.5			6.7			1.7			8.4			1.2			97.6			97.9			8.0			1.5			9.5			7.1			1.4			8.5			1.4			97.7			107.0
Total	$	282.3		$	38.4		$	320.7		$	278.2		$	37.7		$	315.9			62.1			4,963.1			4,662.4		$	279.8		$	52.0		$	331.8		$	271.0		$	50.4		$	321.4			63.1			4,423.0			4,956.9

	% Change Q3 2020 vs. Q3 2019																											% Change Q1 2021 vs. Q1 2020
North America		(8.9	%)		(29.0	%)		(11.7	%)		(8.8	%)		(29.0	%)		(11.6	%)		5.7	%		9.1	%		4.8	%		(18.4	%)		(37.0	%)		(22.0	%)		(18.7	%)		(37.3	%)		(22.3	%)		(5.3	%)		3.7	%		(2.8	%)
CE		7.4	%		8.8	%		7.6	%		1.9	%		3.2	%		2.0	%		11.0	%		11.9	%		11.0	%		2.5	%		1.8	%		2.4	%		(6.5	%)		(7.0	%)		(6.5	%)		6.8	%		11.3	%		6.8	%
UK		(3.5	%)		(33.3	%)		(10.7	%)		(7.8	%)		(36.4	%)		(14.8	%)		(2.7	%)		(0.9	%)		(4.5	%)		(19.9	%)		(35.3	%)		(23.8	%)		(25.7	%)		(39.7	%)		(29.2	%)		(19.2	%)		(10.5	%)		(15.8	%)
Other ⁽¹⁾		(13.8	%)		(41.4	%)		(21.2	%)		(14.7	%)		(43.1	%)		(22.3	%)		(7.3	%)		(5.0	%)		(5.2	%)		(7.1	%)		(49.7	%)		(18.2	%)		(17.9	%)		(54.1	%)		(27.4	%)		(7.2	%)		(4.3	%)		(7.8	%)
Total		(5.3	%)		(24.0	%)		(8.0	%)		(6.7	%)		(25.4	%)		(9.4	%)		6.0	%		8.6	%		5.3	%		(13.8	%)		(31.3	%)		(17.1	%)		(16.5	%)		(33.4	%)		(19.7	%)		(3.5	%)		4.2	%		(1.5	%)

	Q3 2020																														Q1 2021
	Digital Subscription Revenues						Digital			Incoming			EOP			Studio + Digital Fees						Studio + Digital			Incoming			EOP			Digital Subscription Revenues						Digital			Incoming			EOP			Workshops + Digital Fees						Workshops + Digital			Incoming Workshops			EOP Workshops
				Constant			Paid			Digital			Digital						Constant			Paid			Studio + Digital			Studio + Digital						Constant			Paid			Digital			Digital						Constant			Paid			+ Digital			+ Digital
	GAAP			Currency			Weeks			Subscribers			Subscribers			GAAP			Currency			Weeks			Subscribers			Subscribers			GAAP			Currency			Weeks			Subscribers			Subscribers			GAAP			Currency			Weeks			Subscribers			Subscribers
										(in thousands)															(in thousands)															(in thousands)															(in thousands)
North America	$	122.1		$	122.2			31.8			2,475.4			2,416.4		$	69.1		$	69.2			8.3			733.9			573.9		$	132.1		$	131.6			33.5			2,334.1			2,630.7		$	54.9		$	54.7			6.7			488.2			529.8
CE		53.2			50.5			13.9			1,104.7			1,064.7			14.3			13.6			1.9			167.8			141.5			58.9			53.8			15.5			1,059.9			1,237.8			10.9			10.0			1.5			119.7			111.3
UK		9.2			8.8			3.4			249.9			255.7			7.5			7.2			1.6			133.8			112.2			9.8			9.1			3.4			235.0			267.2			5.2			4.8			1.0			88.5			73.0
Other ⁽¹⁾		4.2			4.1			0.9			69.7			72.5			2.7			2.7			0.3			27.9			25.4			5.2			4.6			1.1			74.0			81.7			2.7			2.5			0.3			23.7			25.3
Total	$	188.7		$	185.6			49.9			3,899.7			3,809.4		$	93.6		$	92.6			12.2			1,063.4			853.1		$	206.1		$	199.0			53.5			3,703.0			4,217.5		$	73.8		$	72.0			9.6			720.0			739.5

	% Change Q3 2020 vs. Q3 2019																														% Change Q1 2021 vs. Q1 2020
North America		20.2	%		20.3	%		24.7	%		24.0	%		24.1	%		(36.2	%)		(36.2	%)		(33.1	%)		(22.3	%)		(36.6	%)		13.5	%		13.1	%		13.8	%		24.8	%		13.8	%		(51.3	%)		(51.5	%)		(48.6	%)		(42.7	%)		(43.6	%)
CE		26.0	%		19.5	%		20.2	%		20.8	%		21.2	%		(30.8	%)		(34.2	%)		(28.2	%)		(24.8	%)		(32.1	%)		26.3	%		15.3	%		20.0	%		22.8	%		19.9	%		(49.2	%)		(53.6	%)		(49.6	%)		(39.1	%)		(51.8	%)
UK		39.6	%		33.3	%		33.2	%		28.1	%		29.2	%		(30.0	%)		(33.0	%)		(38.3	%)		(30.3	%)		(40.1	%)		29.5	%		20.1	%		17.9	%		23.9	%		21.0	%		(53.6	%)		(56.9	%)		(60.2	%)		(48.5	%)		(60.1	%)
Other ⁽¹⁾		17.9	%		16.0	%		14.5	%		17.4	%		18.1	%		(39.2	%)		(39.4	%)		(39.5	%)		(35.8	%)		(39.3	%)		31.8	%		15.7	%		15.2	%		20.1	%		13.2	%		(40.6	%)		(46.9	%)		(42.8	%)		(41.5	%)		(42.3	%)
Total		22.6	%		20.5	%		23.8	%		23.2	%		23.5	%		(35.1	%)		(35.8	%)		(33.3	%)		(24.2	%)		(36.5	%)		18.1	%		14.0	%		15.8	%		24.0	%		16.0	%		(50.9	%)		(52.1	%)		(50.1	%)		(42.9	%)		(47.1	%)

The decrease in North America revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 versus the prior year period was driven ~~primarily~~ by both a decrease in ~~Service Revenues.~~Subscription Revenues and a decrease in product sales and other. The decrease in ~~Service~~Subscription Revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 versus the prior year period was driven by a decrease in ~~Studio~~Workshops + Digital Fees, partially offset by an increase in Digital Subscription Revenues. ~~Studio~~Workshops + Digital Fees were negatively impacted by the significant recruitment decline in the ~~third~~first quarter of fiscal ~~2020~~2021 driven by the closure of ~~a majority~~certain of our studios ~~due~~and the limited reopening of others primarily related to the COVID-19 ~~pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business.~~environment. The ~~increase~~decrease in North America Total Paid Weeks was driven primarily by lower recruitments in the ~~higher number of Incoming Digital Subscribers at the beginning of the third~~first quarter of fiscal ~~2020 versus the beginning of the third quarter of fiscal 2019 and higher Digital recruitments in the third quarter of fiscal 2020~~2021 versus the prior year ~~period. Higher Digital recruitments in~~period due to cycling against the ~~third quarter of fiscal 2020 were driven by the appeal~~successful launch of the myWW program in the first quarter of fiscal 2020 and ~~our digital tools, as well as strong marketing execution versus~~ the ~~prior year period.~~COVID-19 environment.

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

The increase in Continental Europe revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 versus the prior year period was driven primarily by an increase in ~~Service~~Subscription Revenues. The increase in ~~Service~~Subscription Revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 versus the prior year period was driven by an increase in Digital Subscription Revenues, partially offset by a decrease in ~~Studio~~Workshops + Digital Fees. ~~Studio~~Workshops + Digital Fees were negatively impacted by the significant recruitment decline in the ~~third~~first quarter of fiscal ~~2020~~2021 driven by the closure of ~~a majority~~certain of our studios ~~due~~and the limited reopening of others primarily related to the COVID-19 ~~pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business.~~environment. The increase in Continental Europe Total Paid Weeks was driven primarily by the higher number of Incoming Digital Subscribers at the beginning of the ~~third~~first quarter of fiscal ~~2020~~2021 versus the beginning of the ~~third~~first quarter of fiscal ~~2019~~2020 and higher Digital recruitments in the ~~third~~first quarter of fiscal ~~2020 versus the prior year period. Higher Digital recruitments in the third quarter of fiscal 2020 were driven by the appeal of the~~ ~~myWW~~ ~~program and our digital tools, as well as strong marketing execution~~2021 versus the prior year period.

The increase in Continental Europe product sales and other in the ~~third~~first quarter of fiscal ~~2020~~2021 versus the prior year period was driven primarily by an increase in e-commerce product sales.

The decrease in UK revenues in the ~~third~~first quarter of fiscal ~~2020~~2021 versus the prior year period was driven by both a decrease in Subscription Revenues and a decrease in product sales and other. The decrease in Subscription Revenues in the first quarter of fiscal 2021 versus the prior year period was driven by a decrease in product sales and other and, to a lesser extent, a decrease in Service Revenues. The decrease in Service Revenues in the third quarter of fiscal 2020 versus the prior year period was driven by a decrease in StudioWorkshops + Digital Fees, partially offset by an increase in Digital Subscription Revenues. The decrease in UK Total Paid Weeks was driven primarily by the significant Studio + Digital recruitment decline in the third quarter of fiscal 2020 driven by the closure of a majority of our studios due to the COVID-19 pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business, partially offset by the increase in Digital recruitments and by the higher number of Incoming Digital Subscribers at the beginning of the third quarter of fiscal 2020 versus the beginning of the third quarter of fiscal 2019.

~~The decrease in UK product sales and other in the third quarter of fiscal 2020 versus the prior year period was driven primarily by a decrease in in-studio product sales.~~

The decrease in Other revenues in the third quarter of fiscal 2020 versus the prior year period was driven by both a decrease in Service Revenues and a decrease in product sales and other. The decrease in Service Revenues in the third quarter of fiscal 2020 versus the prior year period was driven by a decrease in Studio + Digital Fees.

~~The decrease in Other product sales and other in the third quarter of fiscal 2020 versus the prior year period was driven by both a decrease in franchise commissions and a decrease in product sales.~~

~~NINE MONTHS ENDED SEPTEMBER 26, 2020 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 28, 2019~~

The table below sets forth selected financial information for the first nine months of fiscal 2020 from our consolidated statements of net income for the nine months ended September 26, 2020 versus selected financial information for the first nine months of fiscal 2019 from our consolidated statements of net income for the nine months ended September 28, 2019:

(In millions, except per share amounts)

For The Nine Months Ended

% Change

September 26, 2020

September 28, 2019

Increase/
(Decrease)

%
Change

Constant
Currency
Revenues, net

$
1,054.7

$
1,080.8

$
(26.1
)

(2.4
%)

(2.2
%)

Cost of revenues

458.9

469.2

(10.3
)

(2.2
%)

(2.0
%)

Gross profit

595.8

611.5

(15.8
)

(2.6
%)

(2.4
%)

Gross Margin %

56.5
%

56.6
%

Marketing expenses

198.1

200.5

(2.5
)

(1.2
%)

(1.0
%)

Selling, general & administrative
   expenses

225.5

188.9

36.6

19.4
%

19.7
%

Goodwill impairment

3.7

—

3.7

100.0
%

100.0
%

Operating income

168.5

222.1

(53.6
)

(24.1
%)

(24.5
%)

Operating Income Margin %

16.0
%

20.6
%

Interest expense

92.3

103.0

(10.8
)

(10.4
%)

(10.4
%)

Other expense, net

0.2

2.2

(2.0
)

(89.6
%)

(89.6
%)

Income before income taxes

76.0

116.9

(40.9
)

(35.0
%)

(35.6
%)

Provision for income taxes

13.5

26.8

(13.3
)

(49.5
%)

(49.3
%)

Net income

62.4

90.0

(27.6
)

(30.6
%)

(31.5
%)

Net loss attributable to the
   noncontrolling interest

0.0

0.2

(0.2
)

(86.2
%)

(80.5
%)

Net income attributable to
   WW International, Inc.

$
62.5

$
90.2

$
(27.8
)

(30.8
%)

(31.6
%)

Weighted average diluted shares
   outstanding

69.9

69.4

0.6

0.8
%

0.8
%

Diluted earnings per share

$
0.89

$
1.30

$
(0.41
)

(31.3
%)

(32.2
%)

Certain results for the first nine months of fiscal 2020 are adjusted to exclude the impact of the $32.7 million one-time stock compensation expense associated with the previously disclosed option granted to Ms. Winfrey in connection with the Company extending its partnership with Ms. Winfrey, the $13.5 million of charges associated with our previously disclosed 2020 organizational restructuring plan and the $3.7 million impairment charge for goodwill related to our Brazil reporting unit. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the first nine months ended September 26, 2020 which have been adjusted.

Revenues in the first nine months of fiscal 2020 were $1,054.7 million, a decrease of $26.1 million, or 2.4%, versus the first nine months of fiscal 2019. Excluding the impact of foreign currency, which negatively impacted our revenues for the first nine months of fiscal 2020 by $2.3 million, revenues in the first nine months of fiscal 2020 would have decreased 2.2% versus the prior year period. This decrease was driven primarily by lower revenues related to Studio + Digital Fees and in-studio product sales as a result of the closure of substantially all of our studios due to the COVID-19 pandemic. Furthermore, the subsequent reopening of a limited number of our studios in each market was further impacted by the strategic realignment of our Studio + Digital business. See “—Segment Results” for additional details on revenues.

Total cost of revenues in the first nine months of fiscal 2020 decreased $10.3 million, or 2.2%, versus the prior year period. Excluding the impact of $7.6 million of 2020 restructuring charges, total cost of revenues in the first nine months of fiscal 2020 would have decreased by 3.8%, or 3.6% on a constant currency basis, versus the prior year period. Gross profit decreased $15.8 million, or 2.6%, in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019. Excluding the impact of foreign currency, which negatively impacted gross profit for the first nine months of fiscal 2020 by $1.3 million, gross profit in the first nine months of fiscal 2020 would have decreased 2.4% versus the prior year period. Excluding the impact of $7.6 million of 2020 restructuring charges, gross profit in the first nine months of fiscal 2020 would have decreased by 1.3%, or 1.1% on a constant currency basis, versus the prior year period. Gross margin decreased to 56.5% in the first nine months of fiscal 2020 as compared to 56.6% in the prior year period. Excluding the impact of $7.6 million of 2020 restructuring charges, gross margin in the first nine months of fiscal 2020 would have increased 0.6% to 57.2% versus the prior year period. Gross margin increase was driven by a mix shift to our higher margin Digital business, partially offset by the net profit from the ~~WW Presents: Oprah’s 2020 Vision~~ ~~tour as a percentage of revenue.~~

Marketing expenses for the first nine months of fiscal 2020 decreased $2.5 million, or 1.2%, versus the first nine months of fiscal 2019. Excluding the impact of foreign currency, which decreased marketing expenses for the first nine months of fiscal 2020 by $0.5 million, marketing expenses in the first nine months of fiscal 2020 would have decreased 1.0% versus the first nine months of fiscal 2019. Marketing expenses as a percentage of revenue increased to 18.8% in the first nine months of fiscal 2020 as compared to 18.6% in the prior year period.

Selling, general and administrative expenses for the first nine months of fiscal 2020 increased $36.6 million, or 19.4%, versus the first nine months of fiscal 2019. Excluding the impact of foreign currency, which decreased selling, general and administrative expenses for the first nine months of fiscal 2020 by $0.5 million, selling, general and administrative expenses in the first nine months of fiscal 2020 would have increased 19.7% versus the prior year period. Excluding the impact of the $32.7 million Winfrey Stock Compensation expense and $5.9 million of 2020 restructuring charges, selling, general and administrative expenses in the first nine months of fiscal 2020 would have decreased by 1.0%, or 0.8% on a constant currency basis, versus the prior year period. Selling, general and administrative expenses as a percentage of revenue increased to 21.4% in the first nine months of fiscal 2020 as compared to 17.5% in the prior year period.

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

Operating income in the first nine months of fiscal 2020 decreased $53.6 million, or 24.1%, versus the prior year period. Excluding the impact of foreign currency, which positively impacted operating income for the first nine months of fiscal 2020 by $0.7 million, operating income in the first nine months of fiscal 2020 would have decreased 24.5% versus the prior year period. Excluding the impact of the $32.7 million Winfrey Stock Compensation expense, the $13.5 million of 2020 restructuring charges and the $3.7 million goodwill impairment charge related to our Brazil reporting unit, operating income in the first nine months of fiscal 2020 would have decreased by 1.7%, or 1.6% on a constant currency basis, versus the prior year period. This decrease in operating income was driven primarily by a decrease in gross profit and increase in selling, general and administrative expenses, partially offset by a decrease in marketing expenses, as compared to the prior year period. Operating income margin in the first nine months of fiscal 2020 decreased 4.6% to 16.0% versus 20.6% in the first nine months of fiscal 2019. Excluding the impact of the Winfrey Stock Compensation expense, 2020 restructuring charges and goodwill impairment, operating income margin in the first nine months of fiscal 2020 would have increased by 0.1% both as reported and on a constant currency basis versus the prior year period.

Interest expense in the first nine months of fiscal 2020 decreased $10.8 million, or 10.4%, versus the first nine months of fiscal 2019. The decrease in interest expense was driven primarily by a decrease in our outstanding indebtedness resulting from principal repayments. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the first nine months of fiscal 2020 and the first nine months of fiscal 2019 and excluding the impact of our interest rate swaps then in effect, decreased to 6.84% per annum at the end of the first nine months of fiscal 2020 from 8.06% per annum at the end of the first nine months of fiscal 2019. Including the impact of our interest rate swaps then in effect, the effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the first nine months of fiscal 2020 and the first nine months of fiscal 2019, decreased to 7.53% per annum at the end of the first nine months of fiscal 2020 from 7.93% per annum at the end of the first nine months of fiscal 2019. ~~See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon.~~ ~~For additional details on our interest rate swaps, see “Item 3. Quantitative and Qualitative Disclosures about Market Risk” in Part I of this Quarterly Report on Form 10-Q.~~

Other expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, decreased by $2.0 million in the first nine months of fiscal 2020 to $0.2 million of expense as compared to $2.2 million of expense in the prior year period.

Our effective tax rate for the first nine months of fiscal 2020 was 17.8% as compared to 23.0% for the first nine months of fiscal 2019. The tax expense for the first nine months of fiscal 2020 was impacted by a tax benefit related to the reversal of the 2018, 2019 and 2020 tax impact of GILTI and a tax windfall from stock compensation, partially offset by an impairment of our Brazil reporting unit which has a full valuation allowance and an increase to tax reserves related to a foreign income tax audit. For the first nine months of fiscal 2020, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was primarily due to tax expense from income earned in foreign jurisdictions and state income tax expense, partially offset by a tax benefit related to FDII. For the first nine months of fiscal 2019, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was primarily due to tax expense related to income earned in foreign jurisdictions, tax expense related to GILTI and state income tax expense, partially offset by tax benefits related to FDII, the reversal of tax reserves no longer needed and the cessation of certain publishing operations.

On March 27, 2020, 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.

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 GILTI inclusion items of income subject to a high effective rate of foreign tax. As a result of the final regulations, we recorded a $7.6 million discrete tax benefit in the third quarter of fiscal 2020 related to the 2018 and 2019 taxes previously accrued attributable to GILTI.

~~Net income attributable to the Company in the first~~ ~~nine months~~ ~~of fiscal 2020 reflected a~~ ~~$27.8 million, or 30.8%, decrease from the first~~ ~~nine months~~ ~~of fiscal 2019.~~ Excluding the impact of foreign currency, which positively impacted net income attributable to the Company in the first nine months of fiscal 2020 by $0.8 million, net income attributable to the Company in the first nine months of fiscal 2020 would have decreased 31.6% from the first nine months of fiscal 2019. ~~Net income attributable to the Company in the first~~ ~~nine months~~ ~~of fiscal 2020 included a~~ $24.4 million impact from the Winfrey Stock Compensation expense, a $10.0 million impact from 2020 restructuring charges and a $2.7 million impact from the goodwill impairment charge related to our Brazil reporting unit.

EPS in the first nine months of fiscal 2020 was $0.89 compared to $1.30 in the first nine months of fiscal 2019. EPS for the first nine months of fiscal 2020 included a $0.35 impact from the Winfrey Stock Compensation expense, a $0.14 impact from 2020 restructuring charges and a $0.04 impact from the goodwill impairment charge related to our Brazil reporting unit. Additionally, EPS for the first nine months of fiscal 2020 included a $0.11 tax benefit related to the reversal of the 2018 and 2019 tax impact of GILTI. EPS for the first nine months of fiscal 2019 included a $0.07 expense in connection with our previously disclosed 2019 organizational realignment.

~~The following tables set forth key metrics by reportable segment for the first nine months of fiscal 2020 and the percentage change in those metrics versus the prior year period:~~

First Nine Months of Fiscal 2020

GAAP

Constant Currency

Product

Product

Total

Service

Sales &

Total

Service

Sales &

Total

Paid

Incoming

EOP

Revenues

Other

Revenues

Revenues

Other

Revenues

Weeks

Subscribers

Subscribers

(in thousands)

North America

$
622.5

$
104.0

$
726.4

$
623.2

$
104.0

$
727.2

123.6

2,722.1

2,990.3

CE

204.2

30.1

234.3

204.0

30.2

234.2

48.3

1,059.9

1,206.3

UK

51.0

14.2

65.2

51.1

14.3

65.4

15.4

361.4

367.9

Other ⁽¹⁾

22.2

6.5

28.7

23.6

6.6

30.2

4.1

101.8

97.9

Total

$
900.0

$
154.7

$
1,054.7

$
902.0

$
155.0

$
1,057.0

191.4

4,245.3

4,662.4

% Change First Nine Months of Fiscal 2020 vs. First Nine Months of Fiscal 2019

North America

(3.7
%)

0.7
%

(3.1
%)

(3.5
%)

0.8
%

(2.9
%)

7.5
%

6.4
%

4.8
%
CE

5.1
%

(0.9
%)

4.3
%

5.0
%

(0.7
%)

4.2
%

10.8
%

12.7
%

11.0
%
UK

(4.7
%)

(23.4
%)

(9.5
%)

(4.4
%)

(23.2
%)

(9.3
%)

(0.2
%)

8.3
%

(4.5
%)
Other ⁽¹⁾

(9.9
%)

(35.6
%)

(17.3
%)

(4.3
%)

(34.6
%)

(13.1
%)

(0.1
%)

1.8
%

(5.2
%)
Total

(2.0
%)

(4.6
%)

(2.4
%)

(1.8
%)

(4.5
%)

(2.2
%)

7.5
%

8.0
%

5.3
%

First Nine Months of Fiscal 2020

Digital Subscription Revenues

Digital

Incoming

EOP

Studio + Digital Fees

Studio + Digital

Incoming

EOP

Constant

Paid

Digital

Digital

Constant

Paid

Studio + Digital

Studio + Digital

GAAP

Currency

Weeks

Subscribers

Subscribers

GAAP

Currency

Weeks

Subscribers

Subscribers

(in thousands)

(in thousands)

North America

$
354.4

$
354.8

91.6

1,870.5

2,416.4

$
268.1

$
268.4

32.0

851.6

573.9

CE

150.6

150.1

40.8

863.4

1,064.7

53.7

53.9

7.5

196.6

141.5

UK

24.4

24.3

9.3

189.7

255.7

26.6

26.8

6.2

171.8

112.2

Other ⁽¹⁾

11.9

12.5

2.7

61.4

72.5

10.4

11.1

1.4

40.4

25.4

Total

$
541.2

$
541.8

144.4

2,984.9

3,809.4

$
358.8

$
360.2

47.0

1,260.4

853.1

% Change First Nine Months of Fiscal 2020 vs. First Nine Months of Fiscal 2019

North America

16.9
%

17.0
%

20.4
%

13.5
%

24.1
%

(21.8
%)

(21.7
%)

(17.7
%)

(6.4
%)

(36.6
%)
CE

19.5
%

19.1
%

17.6
%

18.2
%

21.2
%

(21.4
%)

(21.0
%)

(15.7
%)

(6.4
%)

(32.1
%)
UK

21.8
%

21.6
%

23.5
%

18.5
%

29.2
%

(20.4
%)

(20.0
%)

(22.5
%)

(1.0
%)

(40.1
%)
Other ⁽¹⁾

12.4
%

18.3
%

16.4
%

11.0
%

18.1
%

(26.5
%)

(21.2
%)

(22.4
%)

(9.5
%)

(39.3
%)
Total

17.7
%

17.8
%

19.7
%

15.1
%

23.5
%

(21.8
%)

(21.5
%)

(18.2
%)

(5.8
%)

(36.5
%)

The decrease in North America revenues in the first nine months of fiscal 2020 versus the prior year period was driven by a decrease in Service Revenues, partially offset by an increase in product sales and other. The decrease in Service Revenues in the first nine months of fiscal 2020 versus the prior year period was driven by a decrease in Studio + Digital Fees, partially offset by an increase in Digital Subscription Revenues. StudioWorkshops + Digital Fees were negatively impacted by the significant recruitment decline in the ~~second and third quarters~~first quarter of fiscal ~~2020~~2021 driven by the closure of ~~substantially all~~certain of our studios ~~due~~and the limited reopening of others primarily related to the COVID-19 ~~pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business.~~environment. The increase in North America Total Paid Weeks in the first nine months of fiscal 2020 was driven primarily by the higher number of Incoming Subscribers at the beginning of fiscal 2020 versus the beginning of fiscal 2019 and higher Digital recruitments ~~in the~~ ~~first nine months~~ ~~of fiscal 2020 versus the prior year period~~. ~~Higher Digital recruitments in the~~ ~~first nine months~~ ~~of fiscal 2020 were driven by~~ ~~the successful launch of the new~~ ~~myWW~~ ~~program, the appeal of the program and our digital tools, and strong marketing execution versus the prior year period.~~

~~The increase in North America product sales and other in the first nine months of fiscal 2020 versus the prior year period was driven primarily by revenue received in connection with the~~ ~~WW Presents: Oprah’s 2020 Vision~~ ~~tour, partially offset by a decrease in in-studio product sales.~~

The increase in Continental Europe revenues in the first nine months of fiscal 2020 versus the prior year period was driven by an increase in Service Revenues. The increase in Service Revenues in the first nine months of fiscal 2020 versus the prior year period was driven by an increase in Digital Subscription Revenues, partially offset by a decrease in Studio + Digital Fees. Studio + Digital Fees were negatively impacted by the significant recruitment decline in the second and third quarters of fiscal 2020 driven by the closure of substantially all of our studios due to the COVID-19 pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business. The increase in Continental Europe Total Paid Weeks was driven primarily by the higher number of Incoming Subscribers at the beginning of fiscal 2020 versus the beginning of fiscal 2019 and higher Digital recruitments in the first nine months of fiscal 2020 ~~versus the prior year period. Higher Digital recruitments in the first nine months of fiscal 2020 were driven by the successful launch of the new~~ ~~myWW~~ ~~program, the appeal of the program and our digital tools, and strong marketing execution versus the prior year period.~~

The decrease in UK revenues in the first nine months of fiscal 2020 versus the prior year period was driven by both a decrease in product sales and other and a decrease in Service Revenues. The decrease in Service Revenues in the first nine months of fiscal 2020 versus the prior year period was driven by a decrease in Studio + Digital Fees, partially offset by an increase in Digital Subscription Revenues. Studio + Digital Fees were negatively impacted by the significant recruitment decline in the second and third quarters of fiscal 2020 driven by the closure of substantially all of our studios due to the COVID-19 pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business. The minimal decrease in UK Total Paid Weeks was driven primarily by lower ~~Studio + Digital recruitments, partially offset by the higher number of Incoming Subscribers at the beginning of fiscal 2020 versus the beginning of fiscal 2019 and higher Digital~~ recruitments in the first ~~nine months~~quarter of fiscal ~~2020~~ 2021 versus the prior year period~~. Higher Digital recruitments in the first nine months of fiscal 2020 were driven by~~ due to cycling against the successful launch of the ~~new~~ myWW program in the ~~appeal~~first quarter of fiscal 2020 and the ~~program and our digital tools, and strong marketing execution versus the prior year period.~~COVID-19 environment.

The decrease in UK product sales and other in the first ~~nine months~~quarter of fiscal ~~2020~~2021 versus the prior year period was driven primarily by a decrease in in-studio product sales.

The decrease in Other revenues in the first ~~nine months~~quarter of fiscal ~~2020~~2021 versus the prior year period was driven by both a decrease in product sales and other and a decrease in ~~Service~~Subscription Revenues. The decrease in ~~Service~~Subscription Revenues in the first ~~nine months~~quarter of fiscal ~~2020~~2021 versus the prior year period was driven ~~primarily~~ by a decrease in ~~Studio~~Workshops + Digital Fees. ~~Studio~~Workshops + Digital Fees were negatively impacted by the significant recruitment decline in the ~~second and third quarters~~first quarter of fiscal ~~2020~~2021 driven by the closure of ~~substantially all~~certain of our studios ~~due~~and the limited reopening of others primarily related to the COVID-19 ~~pandemic. Furthermore, the subsequent reopening of a limited number of our studios was further impacted by the strategic realignment of our Studio + Digital business.~~environment.

The decrease in Other product sales and other in the first ~~nine months~~quarter of fiscal ~~2020~~2021 versus the prior year period was driven primarily by a decrease in ~~product sales~~franchise commissions and a decrease in ~~franchise commissions.~~
product sales.

Cash flows provided by operating activities have historically supplied, and are expected to continue to supply, us with our primary source of liquidity. We use these cash flows, supplemented with long-term debt and short-term borrowings, to fund our operations and global strategic initiatives, pay down debt and engage in selective acquisitions. We currently believe that cash generated by operations, our cash on hand of approximately ~~$204.4~~$113.3 million ~~and~~at April 3, 2021, our $173.8 million of availability under our New Revolving Credit Facility ~~at September 26, 2020~~(as defined below) and our ~~cost-savings initiative described below~~continued cost focus will provide us with sufficient liquidity to meet our obligations for the next twelve months. In addition, if necessary, we have the flexibility to delay investments or reduce marketing spend.

Due to the negative impact of COVID-19, and the uncertainty of the full extent of the magnitude and duration of such impact on our business and the economies and financial markets in which we operate, we implemented a $100.0 million cost-savings initiative with respect to our cost structure. We ~~undertook this initiative~~continue to proactively manage our liquidity so we can maintain flexibility to fund investments in our business, honor our long-term debt obligations, and respond to evolving business and consumer conditions arising from the ~~pandemic,~~COVID-19 pandemic. To increase our flexibility and reduce our cash interest payments, we refinanced our Terminated Credit Facilities and Discharged Senior Notes (each as ~~well as continue to fund investments~~defined below) in ~~innovating our program and long-term debt obligations. In connection with~~April 2021. See “—Long-Term Debt—April 2021 Debt Refinancing” for additional details on this ~~initiative,~~refinancing. Additionally, we instituted a number of measures throughout our operations to mitigate expenses and reduce costs as well as ensure liquidity and the availability of our New Revolving Credit Facility. ~~As with any potential cost-savings measures, we may not be able to recognize all identified potential savings.Even if we are able to recognize the identified savings, the magnitude of our cost-savings initiative may be insufficient to address the~~The evolving nature, and uncertain economic impact, of COVID-19 and ~~resulting~~any variants may impact our liquidity ~~needs.~~going forward. To the extent that we do not successfully manage our costs, our liquidity and financial results, as well as our ability to access our New Revolving Credit Facility, may be adversely affected.Additionally, in June 2020, we amended our Credit Agreement (as defined below) to relax the requirements of the financial maintenance covenant until the end of the second quarter of fiscal 2022 so as to provide additional flexibility for accessing liquidity available under our Revolving Credit Facility (as defined below). See “—~~Liquidity and Capital Resources~~—~~Long-Term Debt~~—~~Senior Secured Credit Facilities”for additional details on this amendment.~~

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

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

	September 26,			December 28,			Increase/			April 3,			January 2,			Increase/
	2020			2019			(Decrease)			2021			2021			(Decrease)
	(in millions)									(in millions)
Total current assets	$	321.4		$	295.4		$	26.0		$	251.2		$	299.2		$	(48.0	)
Total current liabilities		364.3			394.1			(29.7	)		327.3			340.1			(12.8	)
Working capital deficit		(42.9	)		(98.7	)		(55.7	)		(76.1	)		(40.9	)		35.2
Cash and cash equivalents		204.4			182.7			21.7			113.3			165.9			(52.6	)
Current portion of long-term debt		96.3			96.3			0.0			77.0			77.0			0.0
Working capital deficit, excluding cash and cash equivalents and current portion of long-term debt	$	(151.1	)	$	(185.2	)	$	(34.1	)	$	(112.5	)	$	(129.8	)	$	(17.3	)

The following table sets forth a summary of the primary factors contributing to the ~~$34.1~~$17.3 million decrease in our working capital deficit, excluding cash and cash equivalents and current portion of long-term debt:

	September 26,		December 28,		Increase/			Impact to Working			April 3,		January 2,		Increase/			Impact to Working
	2020		2019		(Decrease)			Capital Deficit			2021		2021		(Decrease)			Capital Deficit
	(in millions)										(in millions)
Prepaid income taxes											$	31.1	$	20.0	$	11.1		$	(11.1	)
Derivative payable	$	32.5	$	21.6	$	10.9		$	10.9		$	23.1	$	28.3	$	(5.2	)	$	(5.2	)
Portion of operating lease liabilities due within one year											$	24.0	$	28.6	$	(4.5	)	$	(4.5	)
Income taxes payable	$	5.8	$	3.6	$	2.2		$	2.2		$	4.1	$	7.8	$	(3.7	)	$	(3.7	)
Portion of operating lease liabilities due within one year	$	35.1	$	33.2	$	1.9		$	1.9
Accrued interest	$	14.3	$	24.6	$	(10.3	)	$	(10.3	)
Prepaid income taxes	$	20.8	$	8.4	$	12.4		$	(12.4	)
Deferred revenue	$	48.0	$	60.6	$	(12.6	)	$	(12.6	)	$	50.0	$	50.5	$	(0.5	)	$	(0.5	)
Operational liabilities and other, net of assets	$	36.2	$	50.0	$	(13.8	)	$	(13.8	)	$	33.1	$	32.0	$	1.1		$	1.1
Accrued interest											$	9.4	$	2.7	$	6.6		$	6.6
Working capital deficit change, excluding cash and cash equivalents and current portion of long-term debt								$	(34.1	)								$	(17.3	)

The increase in prepaid income taxes was primarily due to an accrual of tax benefits from the pre-tax loss and the tax windfall from stock options exercised by Ms. Oprah Winfrey, each in the first quarter of fiscal 2021. The decrease in derivative payable was due to a change in fair value driven by the change in interest rates. The decrease in the portion of operating lease liabilities due within one year was due to the increase in lease terminations. The decrease in income taxes payable was primarily due to foreign tax payments, partially offset by foreign tax accruals. The increase in accrued interest was due to the timing of debt principal payments. The increase in prepaid income taxes was primarily related to an increase in interest expense carryforward utilization as a result of the CARES Act. The decrease in deferred revenue was driven primarily by an increase in promotional sign-up offers. The decrease in operational liabilities and other, net of assets, which includes accrued salaries and wages, was driven primarily by the timing of payments.

The following table sets forth a summary of our cash flows for the ~~nine~~three months ended:

Cash flows used for operating activities of $11.9 million in the first quarter of fiscal 2021 reflected a decrease of $20.3 million from $8.4 million of cash flows provided by operating activities in the first quarter of fiscal 2020. The decrease in cash provided by operating activities was primarily the result of an increase in net loss attributable to the Company of $12.2 million in the first quarter of fiscal 2021 as compared to the prior year period.

Cash flows provided by operating activities of ~~$127.4~~$8.4 million ~~for~~in the first ~~nine months~~quarter of fiscal 2020 reflected ~~a decrease~~an increase of ~~$24.3~~$1.2 million from ~~$151.7~~$7.2 million of cash flows provided by operating activities in the first ~~nine months~~quarter of fiscal 2019. The ~~decrease~~increase in cash provided by operating activities was primarily the result of a decrease in net ~~income~~loss attributable to the Company of ~~$27.8~~$4.6 million in the first ~~nine months~~quarter of fiscal 2020 as compared to the prior year period.

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

Net cash used for investing activities totaled ~~$47.8~~$21.0 million in the first ~~nine months~~quarter of fiscal 2021, a decrease of $4.9 million as compared to the first quarter of fiscal 2020. This decrease was primarily attributable to lower capital expenditures and cycling against the $5.0 million investment in ClassPass Inc. (“ClassPass”), partially offset by an increase in cash paid for acquisitions, in the first quarter of fiscal 2021 compared to the prior year period.

Net cash used for investing activities totaled $25.9 million in the first quarter of fiscal 2020, an increase of ~~$13.4~~$14.7 million as compared to the first ~~nine months~~quarter of fiscal 2019. This increase was primarily attributable to higher capital expenditures in the first ~~nine months~~quarter of fiscal 2020. In the first ~~nine months~~quarter of fiscal 2020, we entered into a strategic collaboration agreement with ClassPass ~~Inc. (“ClassPass”)~~ and also invested $5.0 million in ClassPass’ recent $285.0 million Series E Preferred Stock funding round.

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

Net cash used for financing activities totaled ~~$61.0~~$17.1 million in the first ~~nine months~~quarter of fiscal ~~2020~~2021 primarily due to $~~57.8~~19.3 million used for scheduled debt repayments under our Term Loan Facility. See “—Long-Term Debt” for additional details on debt.

Net cash ~~used for~~provided by financing activities totaled ~~$112.4~~$128.2 million in the first ~~nine months~~quarter of fiscal ~~2019~~2020 primarily due to ~~$50.0 million used for~~borrowings under the ~~debt prepayment and $57.8 million used for scheduled debt repayments under our Term Loan Facility.~~ Revolving Credit Facility of $148.0 million. See “—Long-Term Debt” for additional details on ~~debt payments.~~
debt.

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

The following schedule sets forth our long-term debt obligations at ~~September 26, 2020:~~April 3, 2021:

	Balance		Balance
Term Loan Facility due November 29, 2024	$	1,247.5
Notes due December 1, 2025		300.0
Terminated Term Loan Facility due November 29, 2024			$	1,189.8
Discharged Senior Notes due December 1, 2025				300.0
Total		1,547.5		1,489.8
Less: Current portion		96.3		77.0
Unamortized deferred financing costs		6.3		5.6
Unamortized debt discount		18.3		16.1
Total long-term debt	$	1,426.6	$	1,391.0

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

The Terminated Credit Facilities were issued under a ~~new~~ credit agreement, dated November 29, 2017, or, as amended from time to time, the Terminated Credit Agreement, among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., ~~or JPMorgan Chase,~~ as administrative agent and an issuing bank, Bank of America, N.A., as an issuing bank, and Citibank, N.A., as an issuing bank. The Terminated Credit Facilities initially consisted of (1) $1,540.0 million in aggregate principal amount of senior secured tranche B term loans due in 2024, or the Terminated Term Loan Facility, and (2) a $150.0 million 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, or the Terminated Revolving Credit Facility.

~~On June 14, 2020, we entered into an amendment to~~ The amount available under the ~~Credit Agreement, or the Credit Agreement Amendment, that provided for an increase in the aggregate principal amount of commitments under our~~Terminated Revolving Credit Facility ~~by $25.0 million, providing us with~~was increased to $175.0 million 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.June 2020.

On both May 31, 2019 and October 10, 2019, we made a voluntary prepayment at par of $50.0 million in an aggregate amount of our outstanding term loans under the Term Loan Facility. As a result of these prepayments, we wrote off deferred financing fees of $0.5 million in the aggregate in fiscal 2019.

As ~~previously disclosed, on March 23, 2020, as a precautionary measure in light~~ of ~~the COVID-19 outbreak, we drew down~~ ~~$148.0 million in an aggregate principal amount under~~ the Revolving Credit Facility in order to enhance our cash position and to provide additional financial flexibility. The revolver borrowing was classified as a short-term liability in connection with our monthly interest elections. We repaid $148.0 million in aggregate principal amount of borrowings under the Revolving Credit Facility on June 5, 2020.

~~As of September 26, 2020,~~April 3, 2021, we had ~~$1,247.5~~$1,189.8 million in an aggregate principal amount of loans outstanding under our Terminated Credit Facilities, with $173.8 million of availability and $1.2 million in issued but undrawn letters of credit outstanding under the Terminated Revolving Credit Facility. There were no outstanding borrowings under the Terminated Revolving Credit Facility as of ~~September 26, 2020.~~April 3, 2021.

The Discharged Senior Notes were issued pursuant to an Indenture, dated as of November 29, 2017, or the Discharged Indenture, among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee. The Discharged Senior Notes accrued interest at a rate per annum equal to 8.625% and their maturity date was December 1, 2025. On or after December 1, 2020, we were able to, on any one or more occasions, redeem some or all of the Discharged Senior Notes at a purchase price equal to 104.313% of the principal amount of the Discharged Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

At April 3, 2021, we had $1,489.8 million outstanding under the Terminated Credit Facilities and the Discharged Senior Notes, consisting of borrowings under the Terminated Term Loan Facility of $1,189.8 million, $0.0 drawn down on the Terminated Revolving Credit Facility and $300.0 million in aggregate principal amount of Discharged Senior Notes issued and outstanding.

At April 3, 2021 and January 2, 2021, our debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with our variable-rate borrowings. Further information regarding our interest rate swaps can be found in Part I, Item 1 of this Quarterly Report on Form 10-Q under Note 11 “Derivative Instruments and Hedging” in the Notes to the Consolidated Financial Statements. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, exclusive of the impact of the swaps then in effect, was approximately 6.59% and 7.03% per annum at April 3, 2021 and January 2, 2021, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, including the impact of the swaps then in effect, was approximately 7.06% and 7.41% per annum at April 3, 2021 and January 2, 2021, respectively, based on interest rates on these dates.

On April 13, 2021, we repaid in full approximately $1.2 billion of borrowings under the Terminated Credit Facilities and redeemed all of the $300.0 million aggregate principal amount of Discharged Senior Notes with proceeds received from approximately $1,000.0 million in an aggregate principal amount of borrowings under our new credit facilities and proceeds received from the issuance of $500.0 million in aggregate principal amount of 4.500% Senior Secured Notes due 2029, or the Senior Secured Notes. Our new credit facilities consist of a $1,000.0 million term loan facility and a $175.0 million revolving credit facility (which includes borrowing capacity available for letters of credit) (collectively, as amended from time to time, referred to herein as the New Credit Facilities).

The New Credit Facilities were issued under a credit agreement, dated April 13, 2021 or, as amended from time to time, the New Credit Agreement, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., or Bank of America, as administrative agent and an issuing bank. The New Credit Facilities consist of (1) $1,000.0 million in aggregate principal amount of senior secured tranche B term loans due in 2028, or the New Term Loan Facility, and (2) $175.0 million in an aggregate principal amount of commitments under a senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2026, or the New Revolving Credit Facility.

All obligations under the New Credit Agreement are guaranteed by, subject to certain exceptions, each of our current and future wholly-owned material domestic restricted subsidiaries. All obligations under the New 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:

The New Credit Facilities require the ~~terms~~Company to prepay outstanding term loans, subject to certain exceptions, with:

The foregoing mandatory prepayments will be used to reduce the installments of principal on the New Term Loan Facility. We may voluntarily repay outstanding loans under the New Credit ~~Agreement, depending on our Consolidated First Lien Leverage Ratio~~Facilities at any time without premium or penalty, except (1) for customary “breakage” costs with respect to LIBOR loans under the New Credit Facilities and (2) during the six months following the Closing Date (as defined in the New Credit Agreement), ~~on an annual basis on~~with respect to certain voluntary prepayments or ~~about the time we are required to deliver our financial statements for any fiscal year, we are obligated to offer to prepay a portion~~refinancings of the ~~outstanding principal amount of the~~New Term Loan Facility ~~in an aggregate amount determined by~~that reduce the effective yield of the New Term Loan Facility, which will be subject to a ~~percentage of our annual excess cash flow (as defined in the Credit Agreement) (said payment referred to herein as a Cash Flow Sweep).~~1.00% prepayment premium.

Borrowings under the New 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 our option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the ~~higher of (i) the~~ Federal Funds Effective ~~Rate and (ii) the Overnight Bank Funding~~ Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of ~~JPMorgan Chase~~Bank of America 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%~~1.50% 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%~~0.50%. Borrowings under the New 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 our option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the ~~higher of (i) the~~ Federal Funds Effective ~~Rate and (ii) the Overnight Bank Funding~~ Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of ~~JPMorgan Chase~~Bank of America 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 1.00% 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~~costs, provided such rate is not lower than a floor 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.zero. As of ~~September 26, 2020,~~April 13, 2021, the applicable margins for the LIBOR rate borrowings under the New Term Loan Facility and the New Revolving Credit Facility were ~~4.75%~~3.50% and ~~2.25%~~2.50%, respectively. In the event that LIBOR is phased out as is currently expected, the New Credit Agreement provides that the Company and the administrative agent may amend the New 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 New Credit ~~Agreement.~~Agreement; provided that such lending syndicate may not object to a SOFR-based successor rate contained in any such amendment. If we fail to do so, our borrowings will be based off of the alternative base rate plus a margin.

On a quarterly basis, we pay a commitment fee to the lenders under the New Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon our Consolidated First Lien Leverage ~~Ratio. Under the terms of the Credit Agreement Amendment, a new level~~Ratio (as defined 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 our Consolidated First Lien Leverage Ratio as of September 26, 2020, the commitment fee was 0.35% per annum. Our Consolidated First Lien Leverage Ratio as of September 26, 2020 was 2.80:1.00.New Credit Facility).

The New 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 New Revolving Credit Facility as of any fiscal quarter end exceeds ~~33 1/3%~~35% of the amount of the aggregate commitments under the New Revolving Credit Facility in effect on such date, we 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~~on or prior 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~~6.00:1.00, with a step down to ~~3.75:~~5.75:1.00 ~~commencing with~~for the ~~second~~period ending after the first fiscal quarter of 2022 ~~(such increases in the Consolidated First Lien Leverage Ratio~~through and ~~the timing applicable thereto, collectively, referred to herein as the Financial Covenant Relief Period. The Financial Covenant Relief Period is~~ ~~subject to our continued compliance~~including 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 we expect that we will not be in compliance with the conditions of the Financial Covenant Relief Period, we expect we will reduce our extensions of credit under the Revolving Credit Facility to $58.3 million or less prior to the last day of suchfirst fiscal quarter ~~so that we are not required~~of 2023, with an additional step down to ~~comply with~~5.50:1.00 for the ~~conditions of~~period ending after the ~~Financial Covenant Relief Period. In any such event, we would be able to reborrow the full amount under the Revolving Credit Facility subsequent to such~~first fiscal quarter ~~end given that~~of 2023 through and including with first fiscal quarter of 2024, with a step down to 5.25:1.00 for the ~~applicable Consolidated First Lien Leverage Ratio~~period ending after the first fiscal quarter of 2024 through and including with first fiscal quarter of 2025 and again to ~~be tested during~~5.00:1.00, for the ~~Financial Covenant Relief Period is only tested as~~period following the first fiscal quarter of ~~the last day of each fiscal quarter.~~2025.

As of September 26, 2020, we were 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 we were not required to comply at such time.

The Senior Secured Notes were issued pursuant to an Indenture, dated as of ~~November 29, 2017,~~April 13, 2021, or, as amended, supplemented or modified from time to time, the New Indenture, among the Company, the guarantors named therein and The Bank of New York Mellon, as ~~trustee.~~trustee and notes collateral agent. The New Indenture contains customary ~~covenants,~~terms, events of default and ~~other provisions~~covenants 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 Senior Secured Notes accrue interest at a rate per annum equal to ~~8.625%~~4.500% and ~~are due~~will mature on ~~December 1, 2025.~~April 15, 2029. Interest on the Senior Secured Notes is payable semi-annually on ~~June 1~~April 15 and ~~December 1~~October 15 of each year, beginning on ~~June 1, 2018.~~October 15, 2021. On or after ~~December 1, 2020,~~April 15, 2024, we may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to ~~104.313%~~102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to ~~102.156%~~101.125% on or after ~~December 1, 2021~~April 15, 2025 and to 100.000% on or after ~~December 1, 2022.~~April 15, 2026. Prior to ~~December 1, 2020,~~April 15, 2024, we may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with an amount not to exceed the net proceeds of certain equity offerings at ~~108.625%~~104.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to ~~December 1, 2020,~~April 15, 2024, we may redeem some or all of the Senior Secured Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, during any twelve-month period ending prior to April 15, 2024, we may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a purchase price equal to 103.000% of the principal amount of the Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control occurs, we must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 101% of the principal amount of the Senior Secured 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, we must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 100% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

The Senior Secured Notes are guaranteed on a senior ~~unsecured~~secured basis by our subsidiaries that guarantee the New Credit Facilities.

~~At September 26, 2020, we had $1,547.5 million outstanding~~ The Senior Secured Notes and the note guarantees are secured by a first-priority lien on all the collateral that secures the New Credit Facilities, subject to a shared lien of equal priority with the Company’s and each guarantor’s obligations under the New Credit Facilities and ~~the Notes, consisting of borrowings under the Term Loan Facility of $1,247.5 million, $0.0 drawn down on the Revolving Credit Facility~~subject to certain thresholds, exceptions and ~~$300.0 million in aggregate principal amount of Notes issued and outstanding.~~permitted liens.

At September 26, 2020 and December 28, 2019, our debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with our variable-rate borrowings. Further information regarding our interest rate swaps can be found in Part I, Item 1 of this Quarterly Report on Form 10-Q under Note 12 “Derivative Instruments and Hedging” in the Notes to the Consolidated Financial Statements. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, exclusive of the impact of the swaps then in effect, was approximately 6.95% and 8.08% per annum at September 26, 2020 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 our outstanding debt, including the impact of the swaps then in effect, was approximately 7.34% and 7.59% per annum at September 26, 2020 and December 28, 2019, respectively, based on interest rates on these dates.

The following schedule sets forth our year-by-year debt obligations at ~~September 26, 2020:~~April 3, 2021:

Remainder of fiscal 2020	$	38.5
Fiscal 2021	$	77.0
Remainder of fiscal 2021			$	57.8
Fiscal 2022	$	77.0		77.0
Fiscal 2023	$	77.0		77.0
Fiscal 2024	$	978.0		978.0
Fiscal 2025 and thereafter	$	300.0
Fiscal 2025				300.0
Fiscal 2026 and thereafter				—
Total	$	1,547.5	$	1,489.8

Our accumulated other comprehensive loss includes changes in the fair value of derivative instruments and the effects of foreign currency translations. At ~~September 26,~~April 3, 2021 and March 28, 2020, ~~and September 28, 2019,~~ the cumulative balance of changes in the fair value of derivative instruments, net of taxes, was a loss of ~~$23.3~~$17.1 million and ~~$17.9~~$25.2 million, respectively. At ~~September 26,~~April 3, 2021 and March 28, 2020, ~~and September 28, 2019,~~ the cumulative balance of the effects of foreign currency translations, net of taxes, was a loss of ~~$12.3~~$5.0 million and ~~$14.1~~$19.0 million, respectively.

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

On October 9, 2003, our Board of Directors authorized, and we announced, a program to repurchase up to $250.0 million of our outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, our Board of Directors authorized, and we announced, the addition of $250.0 million to this program. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. No shares will be purchased from Artal Holdings Sp. z o.o., Succursale de Luxembourg and its parents and subsidiaries under this program. The repurchase program currently has no expiration date. During the ~~nine~~three months ended ~~September 26,~~April 3, 2021 and March 28, 2020, ~~and September 28, 2019,~~ we repurchased no shares of our common stock under this ~~program or otherwise.~~program.

We define EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization and stock-based compensation and Adjusted EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization, stock-based compensation, ~~2020~~ restructuring charges and goodwill impairment.

The table below sets forth the ~~reconciliation~~reconciliations for EBITDAS and Adjusted EBITDAS, each a non-GAAP financial measure, to net loss, the most comparable GAAP financial measure, for the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020, ~~and September 28, 2019,~~ and EBITDAS and Adjusted EBITDAS to net income for the trailing twelve months ended ~~September 26, 2020:~~April 3, 2021:

	Three Months Ended				Nine Months Ended						Three Months Ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		Trailing Twelve Months		April 3, 2021			March 28, 2020			Trailing Twelve Months
Net income	$	54.5	$	47.1	$	62.5	$	90.2	$	91.9
Net (loss) income											$	(18.2	)	$	(6.1	)	$	62.9
Interest		29.7		33.1		92.3		103.0		124.5		29.1			31.6			120.9
Taxes		8.6		13.1		13.5		26.8		18.2		(7.8	)		(0.7	)		10.3
Depreciation and amortization		12.4		10.9		37.4		33.5		48.9		11.9			12.2			49.7
Stock-based compensation		6.0		5.2		48.7		14.9		54.2		5.3			4.0			56.4
EBITDAS	$	111.3	$	109.4	$	254.4	$	268.6	$	337.7	$	20.3		$	41.0		$	300.2
2021 restructuring charges												5.5			—			5.5
2020 restructuring charges		2.3		—		13.5		—		13.5		—			—			33.1
Goodwill impairment		—		—		3.7		—		3.7		—			3.7			—
Adjusted EBITDAS ⁽¹⁾	$	113.6	$	109.4	$	271.5	$	268.6	$	354.8	$	25.8		$	44.7		$	338.8

Reducing leverage is a capital structure priority for the Company. As of ~~September 26, 2020,~~April 3, 2021, our net debt/Adjusted EBITDAS ratio was ~~3.7x.~~4.0x.

The table below sets forth the reconciliation for net debt, a non-GAAP financial measure, to total debt, the most comparable GAAP financial measure, for the ~~nine~~three months ended:

	September 26, 2020		April 3, 2021
Total debt	$	1,547.5	$	1,489.8
Less: Unamortized deferred financing costs		6.3		5.6
Less: Unamortized debt discount		18.3		16.1
Less: Cash on hand		204.4		113.3
Net debt	$	1,318.4	$	1,354.7

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

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

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

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

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

As of ~~September 26, 2020,~~April 3, 2021, the market risk disclosures appearing in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for fiscal ~~2019~~2020 as amended have not materially changed from ~~December 28, 2019.~~January 2, 2021.

At the end of the ~~third~~first quarter of fiscal ~~2020,~~2021, borrowings under the Terminated Credit Facilities bore interest at LIBOR plus an applicable margin of 4.75%. For the Term Loan Facility, the minimum interest rate for LIBOR applicable to such facility pursuant to the terms of the Terminated Credit Agreement iswas set at 0.75%, referred to herein as the LIBOR Floor. In addition, as of ~~September 26, 2020,~~April 3, 2021, our interest rate swaps in effect had an aggregate notional amount of ~~$750.0~~$500.0 million. Accordingly, as of ~~September 26, 2020,~~April 3, 2021, based on the amount of variable rate debt outstanding and the then-current LIBOR rate, after giving consideration to the impact of the interest rate swaps and the LIBOR Floor, a hypothetical 90 basis point increase in interest rates would have increased annual interest expense by approximately ~~$4.5~~$6.2 million, ~~and a~~driven primarily by the interest rate applicable to our Terminated Term Loan Facility. A hypothetical 90 basis point decrease in interest rates would have ~~decreased~~resulted in no change to annual interest expense, ~~by approximately $0.0 million. This increase and decrease is~~ driven primarily by the ~~interest rate applicable to our Term Loan Facility and the~~ LIBOR ~~Floor, respectively.~~Floor.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 26, 2020,~~April 3, 2021, the end of the ~~third~~first quarter of fiscal ~~2020.~~2021. Based upon that evaluation and subject to the foregoing, our principal executive officer and our principal financial officer concluded that, as of the end of the ~~third~~first quarter of fiscal ~~2020,~~2021, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

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

The information called for by this item is incorporated herein by reference to Note 1110 “Legal” of the notes to the unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q.

There have been no material changes in the risk factors from those detailed in our Annual Report on Form 10-K for fiscal ~~2019 other than~~2020 as ~~disclosed in our Quarterly Reports on Form 10-Q for the first and second quarters of fiscal 2020, and as updated below.~~

~~The global outbreak of the COVID-19 virus is adversely impacting, and will continue to adversely impact, our business and may adversely impact our liquidity.~~

The global outbreak of the coronavirus (COVID-19) has had and will continue to have a significant adverse impact on our business as well as on the business environment and the markets in which we operate. This global health crisis has also had a significant adverse effect on overall economic conditions and we expect 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, and accordingly the full extent of the magnitude and duration of the negative impact to our business from the COVID-19 pandemic cannot be predicted with certainty.

While we have taken steps to address the risks and impact of the COVID-19 pandemic, as a result of the pandemic, we have experienced significant disruption to our business, including with respect to decreases in member recruitment. While the recruitment disruption was temporary in our Digital business, it has been more pronounced and sustained in our Studio + Digital business, in part due to our suspension in mid-March of our in-person workshops. Our member retention in both our Digital and Studio + Digital businesses may also be significantly negatively impacted by the pandemic.

Following the suspension of our in-person workshops, we rapidly transitioned these workshops to an entirely virtual experience. In June 2020, we began a phased re-opening with reduced operations of a limited number of our studio locations. However, during these uncertain times, we may need to close re-opened studios, may not be able to open studios as planned or may need to further reduce operations. We continue to offer virtual workshops, which may not be successful in meeting the needs or preferences of many of our members, employees and the communities in which we operate. This may result in further decreases in our recruitment as well as a significant decrease in our retention of members. The suspension of our in-person workshops and reduced operations has and will continue to adversely impact our in-studio product sales. We cannot predict how long these suspensions and reduced operations will continue as federal, state, local and foreign authorities and public health officials have adopted numerous mitigation measures to address the spread of the virus, including temporary closure requirements with respect to non-essential business operations (including our workshops) to discourage people from congregating. The duration of these requirements will also likely vary by jurisdiction. The decision to resume in-person workshops has been and will continue to be influenced by a number of factors, including applicable legal restrictions, consumer confidence and preferences and the protection of the health and safety of our employees and members, and there is substantial uncertainty regarding the manner and timing of any resumption of our in-person workshops. We may face longer closure requirements than expected and other operational restrictions with respect to some or all of our studio and other physical locations due to, among other factors, evolving and stringent federal, state, local and foreign restrictions including social distancing requirements.

Even as we are able to re-open closed studio locations and resume in-person workshops, changes in consumer behavior, including willingness to meet in groups, increasing unemployment levels and associated changes in household income, as well as health concerns may impact consumer demand for our products, customer traffic at our studio locations and recruitment and retention of members in both our Digital and Studio + Digital businesses. A number of our members may be more concerned with maintaining social distancing for a longer period if they perceive themselves to be a part of a higher at-risk group for complications arising from COVID-19. We may also find it more difficult to staff our business operations. The perceived risk of infection or health risk may adversely affect traffic to our studio locations and, in turn, our business, liquidity, financial condition and results of operations, particularly if any self-imposed or government-imposed restrictions are in place for a significant amount of time. In addition, government requirements may increase our operating costs on a studio-by-studio basis as a studio location re-opens due to, among other things, social distancing requirements and costs associated with increased cleaning and other sanitary or protective measures. As part of our focus on best meeting our members’ and consumers’ needs as COVID-related restrictions are lifted or reinstated and as we continue our digital transformation, we are consolidating certain of our studios into branded studio locations and are also closing certain branded studio locations. As a result, we have incurred and will incur costs associated with our real estate realignment. The decision to re-open a studio location, if at all, or consolidate studio locations, will be influenced by a number of factors, including applicable legal restrictions, consumer confidence and preferences, changes in consumer behavior, and the protection of the health and safety of our employees and members, and will be dependent on aligning with our digital and brand strategy. We may not be able to successfully control our studio environments and realize the intended business advantages of maintaining a select group of studio locations, which could adversely affect our Studio + Digital business and results of operations.

~~Our business depends on a number of third parties including vendors, landlords, lenders, marketing partners,~~ ~~third-party technology providers~~ ~~and suppliers. The COVID-19 outbreak may have a material adverse impact on these parties and their ability~~ ~~to meet their obligations to us. Any such failure by our third-party partners could negatively impact our ability to provide our products and services to customers~~. One or more of these third parties may experience financial distress, staffing shortages or liquidity challenges, file for bankruptcy protection, go out of business, or suffer disruptions in their business due to the COVID-19 outbreak. For example, the failure of any third-party technology provider to provide continuous and uninterrupted service could result in disruptions in our websites, services and products or network systems. The full extent of the impact of COVID-19 on these third-party partners continues to evolve and is uncertain.

If a significant percentage of our workforce, or the workforces of our suppliers and other third-party partners, is unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, our operations may be negatively impacted. We also depend on senior management and other key personnel and consultants, and the illness of certain personnel or consultants could result in the loss of expertise and negatively affect our operations, brand image and goodwill.

The widespread health crisis also could adversely affect the economies and financial markets of many countries in which we operate, resulting in an economic downturn that could affect consumer demand for our products and services. Our customer purchasing patterns can be influenced by economic factors. The precise impact, and extent thereof, on our business from the disruption of financial markets and the weakening of overall economic conditions cannot be predicted with certainty. Uncertainties regarding the economic impact of COVID-19 have resulted in, and are likely to continue to result in, sustained impact on the economy. Our business is particularly sensitive to reductions in discretionary consumer spending, which may be adversely impacted by a recession or fears of a recession, volatility and declines in the stock market and increasingly pessimistic consumer sentiment due to perceived or actual economic and/or health risks. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns. Prolonged unfavorable economic conditions, including as a result of COVID-19, and any resulting recession or slowed economic growth, may have an adverse effect on our financial condition and results of operations.

While emerging and evolving regulations impact our effective tax rate, and while we anticipate receiving certain benefits thereunder in the future, given the uncertainty of the regulatory environment, we cannot predict with certainty whether we will receive any such benefits in the future, or the extent to which we will receive such benefits, if at all.

If we are unable to generate sufficient cash or to access liquidity at the time and on terms we may require, we may encounter difficulty funding our business requirements including debt repayments when due. We may not be able to access liquidity, including our Revolving Credit Facility, or the terms and conditions of available credit may be substantially more expensive than previously expected due to changes in our operating results and general financial conditions and credit markets. We may require waivers or amendments to our existing long-term debt and these requirements may trigger pricing increases from lenders for available credit. Reductions in our liquidity position and the need to use capital for other day to day requirements of our business may affect a number of our business initiatives and long-term investments and as a result we may be required to curtail and/or postpone business investments as well as other initiatives that require capital investment.

We have implemented emergency pay policies and taken other compensation and benefit actions to support our employees during the COVID-19 business interruption, but those actions may not be sufficient to compensate them for the entire duration of any business interruption resulting from COVID-19. Those employees might seek and find other employment during that interruption, or might otherwise choose not to return to their positions, which could materially adversely affect our ability to properly staff and re-open our studio locations with experienced teams when the business interruptions caused by COVID-19 abate or end.

The COVID-19 pandemic (including governmental responses, broad economic impacts and market disruptions) has heightened the risks related to the other risk factors described in our Annual Report on Form 10-K for fiscal 2019.

~~We may not be able to successfully accelerate or implement our strategic digital transformation, which could adversely impact our business, financial conditions or results of operations.~~

We are accelerating our strategic digital transformation. This acceleration began with the launch of virtual workshops in March 2020 when we suspended our in-person workshops in response to COVID-19. We expect to continue to evolve our virtual experience and offerings for our members. For example, we continue to work towards the launch of a new digitally-enabled, community-focused and coach-led offering this year, which will reflect learnings from our current virtual workshops and ongoing test pilots. We are reallocating certain resources and will incur additional costs to support this acceleration. This transition to more virtual experiences may not be successful in meeting the needs or preferences of many of our current or potential members. As a result, we may experience decreases in our recruitment and retention of members, or increased member cancellations. Additionally, we may also find it difficult to transition our coaches from in-person coaching to virtual coaching, which may negatively affect our ability to properly staff virtual workshops with experienced coaches. We may not be able to successfully launch our new virtual or other digital offerings and realize the intended business opportunities, growth prospects, including new business channels, and competitive advantages of our digital transformation. Assumptions underlying expected financial results or consumer demand and receptivity may not be met or economic or consumer conditions may deteriorate, including as a result of the impact of COVID-19, and may adversely impact our ability to successfully implement this digital strategy. If these or other factors limit our ability to successfully execute this strategic initiative, our business, financial conditions or results of operations may be adversely impacted.amended.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

		Page No.

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements		2

	Unaudited Consolidated Balance Sheets at ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019~~January 2, 2021		2

	Unaudited Consolidated Statements of Net Income for the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020 ~~and September 28, 2019~~		3

	Unaudited Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020 ~~and September 28, 2019~~		4

	Unaudited Consolidated Statements of Changes in Total Deficit for the three ~~and nine~~ months ended ~~September 26,~~April 3, 2021 and March 28, 2020 ~~and September 28, 2019~~		5

	Unaudited Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 26,~~April 3, 2021 and March 28, 2020 ~~and September 28, 2019~~		76

	Notes to Unaudited Consolidated Financial Statements		87

Cautionary Notice Regarding Forward-Looking Statements			2723

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2925

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5543

Item 4.	Controls and Procedures		5543

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings		5644

Item 1A.	Risk Factors		5644

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5844

Item 3.	Defaults Upon Senior Securities		5844

Item 4.	Mine Safety Disclosures		5844

Item 5.	Other Information		5844

Item 6.	Exhibits		5945

Signatures			6046

	Operating Leases		Finance Leases		Total
Remainder of fiscal 2021	$	23,754	$	52	$	23,806
2022		27,251		64		27,315
2023		20,721		26		20,747
2024		16,025		5		16,030
2025		11,572		—		11,572
Thereafter		54,542		—		54,542
Total lease payments	$	153,865	$	147	$	154,012
Less imputed interest		36,268		9		36,277
Present value of lease liabilities	$	117,597	$	138	$	117,735

	Operating Leases		Finance Leases		Total
Remainder of fiscal 2020	$	11,670	$	38	$	11,708
2021		41,296		90		41,386
2022		29,884		59		29,943
2023		21,577		26		21,603
2024		16,165		5		16,170
Thereafter		65,922		0		65,922
Total lease payments	$	186,514	$	218	$	186,732
Less imputed interest		41,379		14		41,393
Present value of lease liabilities	$	145,135	$	204	$	145,339

	April 3, 2021				January 2, 2021
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Capitalized software costs	$	133,242	$	111,540	$	131,420	$	109,170
Website development costs		100,461		71,928		95,718		67,656
Trademarks		12,018		11,512		11,999		11,457
Other		14,055		5,328		14,093		5,238
Trademarks and other intangible assets	$	259,776	$	200,308	$	253,230	$	193,521
Franchise rights acquired		7,844		4,547		7,925		4,575
Total finite-lived intangible assets	$	267,620	$	204,855	$	261,155	$	198,096

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

	April 3, 2021		January 2, 2021
Weighted Average Remaining Lease Term (years)
Operating leases		7.26		7.08
Finance leases		2.49		2.35

Weighted Average Discount Rate
Operating leases		7.02		6.95
Finance leases		5.46		5.51

	Nine Months Ended September 26, 2020
	North		Continental		United
	America		Europe		Kingdom		Other		Total
Digital Subscription Revenues	$	354,391	$	150,572	$	24,374	$	11,860	$	541,197
Studio + Digital Fees		268,086		53,665		26,645		10,371		358,767
Service Revenues, net	$	622,477	$	204,237	$	51,019	$	22,231	$	899,964
Product sales and other, net		103,949		30,084		14,219		6,481		154,733
Revenues, net	$	726,426	$	234,321	$	65,238	$	28,712	$	1,054,697

	Deferred			Deferred
	Revenue			Revenue-Long Term
Balance as of December 28, 2019	$	60,613		$	54
Net decrease during the period		(12,601	)		(4	)
Balance as of September 26, 2020	$	48,012		$	50

Remainder of fiscal 2021	$	21,633
Fiscal 2022	$	20,029
Fiscal 2023	$	9,876
Fiscal 2024	$	1,804
Fiscal 2025 and thereafter	$	9,423

Remainder of fiscal 2020	$	7,525
Fiscal 2021	$	25,100
Fiscal 2022	$	15,034
Fiscal 2023	$	4,961
Fiscal 2024 and thereafter	$	10,389

			Fair Value Measurements Using:
	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest rate swap liability at September 26, 2020	$	32,542	$	0	$	32,542	$	0
Interest rate swap liability at December 28, 2019	$	21,597	$	0	$	21,597	$	0

	Fiscal	Fiscal
	2020	2019
Debt-Free Cumulative Annual Cash Flow Growth Rate	4.0% to 13.9%	4.2%
Discount Rate	9.5%	9.0%

	(In millions, except per share amounts)
	For The Nine Months Ended												% Change
	September 26, 2020			September 28, 2019			Increase/ (Decrease)			% Change			Constant Currency
Revenues, net	$	1,054.7		$	1,080.8		$	(26.1	)		(2.4	%)		(2.2	%)
Cost of revenues		458.9			469.2			(10.3	)		(2.2	%)		(2.0	%)

Gross profit		595.8			611.5			(15.8	)		(2.6	%)		(2.4	%)
Gross Margin %		56.5	%		56.6	%

Marketing expenses		198.1			200.5			(2.5	)		(1.2	%)		(1.0	%)
Selling, general & administrative expenses		225.5			188.9			36.6			19.4	%		19.7	%
Goodwill impairment		3.7			—			3.7			100.0	%		100.0	%
Operating income		168.5			222.1			(53.6	)		(24.1	%)		(24.5	%)
Operating Income Margin %		16.0	%		20.6	%

Interest expense		92.3			103.0			(10.8	)		(10.4	%)		(10.4	%)
Other expense, net		0.2			2.2			(2.0	)		(89.6	%)		(89.6	%)
Income before income taxes		76.0			116.9			(40.9	)		(35.0	%)		(35.6	%)

Provision for income taxes		13.5			26.8			(13.3	)		(49.5	%)		(49.3	%)
Net income		62.4			90.0			(27.6	)		(30.6	%)		(31.5	%)
Net loss attributable to the noncontrolling interest		0.0			0.2			(0.2	)		(86.2	%)		(80.5	%)

Net income attributable to WW International, Inc.	$	62.5		$	90.2		$	(27.8	)		(30.8	%)		(31.6	%)

Weighted average diluted shares outstanding		69.9			69.4			0.6			0.8	%		0.8	%
Diluted earnings per share	$	0.89		$	1.30		$	(0.41	)		(31.3	%)		(32.2	%)


	First Nine Months of Fiscal 2020
	GAAP									Constant Currency
				Product									Product						Total
	Service			Sales &			Total			Service			Sales &			Total			Paid			Incoming			EOP
	Revenues			Other			Revenues			Revenues			Other			Revenues			Weeks			Subscribers			Subscribers
																						(in thousands)
North America	$	622.5		$	104.0		$	726.4		$	623.2		$	104.0		$	727.2			123.6			2,722.1			2,990.3
CE		204.2			30.1			234.3			204.0			30.2			234.2			48.3			1,059.9			1,206.3
UK		51.0			14.2			65.2			51.1			14.3			65.4			15.4			361.4			367.9
Other ⁽¹⁾		22.2			6.5			28.7			23.6			6.6			30.2			4.1			101.8			97.9
Total	$	900.0		$	154.7		$	1,054.7		$	902.0		$	155.0		$	1,057.0			191.4			4,245.3			4,662.4

	% Change First Nine Months of Fiscal 2020 vs. First Nine Months of Fiscal 2019
North America		(3.7	%)		0.7	%		(3.1	%)		(3.5	%)		0.8	%		(2.9	%)		7.5	%		6.4	%		4.8	%
CE		5.1	%		(0.9	%)		4.3	%		5.0	%		(0.7	%)		4.2	%		10.8	%		12.7	%		11.0	%
UK		(4.7	%)		(23.4	%)		(9.5	%)		(4.4	%)		(23.2	%)		(9.3	%)		(0.2	%)		8.3	%		(4.5	%)
Other ⁽¹⁾		(9.9	%)		(35.6	%)		(17.3	%)		(4.3	%)		(34.6	%)		(13.1	%)		(0.1	%)		1.8	%		(5.2	%)
Total		(2.0	%)		(4.6	%)		(2.4	%)		(1.8	%)		(4.5	%)		(2.2	%)		7.5	%		8.0	%		5.3	%

Exhibit Number		Description

*Exhibit 3.1		~~Amended and Restated Bylaws of WW International, Inc. (effective as of October 1, 2020).~~

*†Exhibit 10.1		~~Offer Letter, dated July 30, 2020, by and between WW International, Inc. and Amy O’Keefe.~~

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

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

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

*Exhibit 101

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

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

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

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

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

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

*Exhibit 104		The cover page from WW International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 26, 2020,~~April 3, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments).


	WW INTERNATIONAL, INC.

Date: ~~October 29, 2020~~May 5, 2021	By:	/s/ Mindy Grossman
		Mindy Grossman
		President, Chief Executive Officer and Director (Principal Executive Officer)


Date: ~~October 29, 2020~~May 5, 2021	By:	/s/ Amy O’Keefe
		Amy O’Keefe
		Chief Financial Officer (Principal Financial Officer)