Investor Day

November 6, 2013

Forward-Looking Statements
The following information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Companys plans, strategies and prospects as well as future volume and earnings trends and expectations. These forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements are subject to risks, uncertainties, assumptions and other important factors. You are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties, which include, but are not limited to, competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; the Company s ability to continue to develop innovative new services and products and enhance its existing services and products, or the failure of its services and products to continue to appeal to the market; the effectiveness of the Company s marketing and advertising programs; the impact on the Weight Watchers brand of actions taken by the Companys franchisees, licensees and suppliers; risks and uncertainties associated with the Companys international operations, including economic, political and social risks and foreign currency risks; the Companys ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; uncertainties related to a downturn in general economic conditions or consumer confidence; the seasonal nature of the Companys business; the impact of events that discourage or impede people from gathering with others or accessing resources; the Companys ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; uncertainties regarding the satisfactory operation of the Companys information technology or systems; the impact of security breaches or privacy concerns; the impact of disputes with the Companys franchise operators; the impact of existing and future laws and regulations; the impact of the Company s debt service obligations and restrictive debt covenants; the possibility that the interests of the Company s majority owner will conflict with other holders of its common stock; and other risks and uncertainties, including those detailed from time to time in the Companys periodic reports filed with the Securities and Exchange Commission. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Statements

In this presentation, we may refer to some non-GAAP financial measures, including, among others, EBITDAS. Please see Appendix for reconciliation to appropriate GAAP financial measures.

Objectives (Agenda)

Share our situation assessment Outline our strategic agenda Pillar 1: Drive immediate performance improvements Pillar 2: Re-imagine the core offering Pillar 3: Grow the healthcare business Pillar 4: Strengthen the organization Discuss financial aspirations and business model

 Who we are

Business Overview

Global leader in commercial weight management 50 years of history Revenue by geography: 63% US / 37% international Presence in 23 countries

What we offer
Meetings Multi-modal behavior modification with service providers playing key role $42.95 per month (Monthly Pass in the US) 70% of revenue Weight Watchers Online Pure self-help delivered digitally $18.95 per month (in the US) 30% of revenue

Who we serve
Globally, 3.5M+ active members Age skews 50+; household income slightly higher than average; ethnically under-developed

Source: Internal satisfaction studies

3

History
Year 1961 1963 Late 1990s 1999 Event First Weight Watchers meeting the original social network Weight Watchers International (WWI) is founded Internet revolution Artal acquires WWI from Heinz WeightWatchers.com founded as a separate company with pure self-help offering: Weight Watchers Online (WWO). By 2012, grew to revenue of over $500M WWI goes public (WW.com remains a privately-held separate entity) WWI acquires WeightWatchers.com

2001 2005

2006
2011 2012 2013

Subscription model and technology from WeightWatchers.com brought to bear in meetings business, driving improvement in engagement and retention
High-water mark for recruitment across meetings and WWO driven by platform innovation (PointsPlus) and new approach to marketing High-water mark for company revenue (flow-through of 2011 recruitment) Mobility revolution leads to proliferation of free apps and activity monitors WWO recruitment declines for the first time Meetings recruitment declines for the second year in a row

Situation Assessment Summary

Weight Watchers is the global leader among commercial weight loss approaches Clinically proven program: key value driver in the category Behavior modification focus Over 100 million people trying to lose weight in the US alone Vast majority D.I.Y.

Our current performance is disappointing

Whats working and whats not working? Challenges: Not market-focused, low market momentum behind our offering, declining top line, creeping costs, cultural gaps Strengths: Proven program, strong brand with high awareness, high retention, mission-driven organization

Large and growing market

$60B+ spent on weight-related products and services in the US alone
US Market Size, 2008 through 2013E
66.0 64.0 62.0 60.0

63.6 60.6 58.0 58.4 61.6

Market Size ($B)

58.0 56.0 54.0 52.0

56.5

2008

2009

2010

2011

2012

2013E

Source: MarketData Enterprises, The U.S. Weight Loss & Diet Control Market (12th Edition, March 2013). Note: Includes diet beverages, artificial sweeteners, health clubs, commercial weight loss approaches, OTC and prescription drugs, diet foods and meal replacements, surgery, books and videos.
6

Traditional View of Commercial Weight Management Market

Total US adults trying to lose weight (August 2013)

44%
Dieting
(alone or combined with exercise)

Exercise alone

87%

13%

71%
Own Plan

12%
Apps

4%
Book/Mag Plan

5%
Commercial Plans

2%
Pills

7%
Other
7

Source: Internal research

Broader market opportunity revealed with attitudinal segmentation: 68% of US women in primary target segments
Seeking structured, proven plans Focus on long-term goals Expects tools/accountability for healthy disciplined approach Seeking clear direction/frequent touch points Many have also gotten professional support

Systematic 17% Support-seeking 22%

Depleted 18%

Shortcutters 11%

Often burdened by multiple health conditions Requires more active intervention often healthcare professional Privacy critical Source: Internal research; women who want to lose 11+ pounds

Complacent 18%

Empowered 15%

Has tried multiple weight loss plans Time-pressed Seeking short-term, quick fix

Category Forces
DIY Tools DIY tools and devices allow consumers to design their own weight loss and activity plans which reinforces the notion that they can successfully lose weight on their own. Convenience is king in todays always on reality pressuring any service that requires significant, scheduled time commitment. The expectation of personalized services has risen dramatically as all service sectors seek to drive stronger consumer relationships.

Time-Pressed

Personalization

Connection

Consumers hunger for connection and community. Peer-to-peer connection and support has become a powerful force especially in the digital space.
Corporate wellness and health plans will increasingly promote weight management services to their respective populations.

Aggregation

Science: What drives weight loss

Tracking of intake, activity and weight Engagement Attendance at group support sessions Use of digital tools Weight loss in the first month Higher initial weight

10

Unpacking 2013 revenue performance

Flow-through of worsening WWO recruitment trend to negative double digits results in paid weeks decline vs. prior in Q3

2013 vs. 2012 (%) Q1 Weight Watchers Online (Global) Paid Weeks 10% Revenue 11% Q2 Q3

4% 7%

-3% 1%

Weakening WWO paid weeks drives weakening revenue: expectation of mid-single-digit revenue decline in Q4
11

Key revenue driver: paid weeks

In 2013, meetings paid weeks continue to decline, while WWO paid weeks turned negative for the first time in Q3
Global Paid Weeks by Year, 2007 through 2013E (M)

120 100

80
60 40 Meetings 20 0 2007 2008 2009 2010 2011 2012 2013E* WWO

*Based on expectations that meetings paid weeks down low double digits and WWO paid weeks down mid-single digits in Q4 2013 vs. the prior year period.
12

Marketing: 2013 spend levels roughly right

This category is very responsive to marketing Uneven investment levels over the last few years driven by strategic shifts Latest internal analysis suggests that 2013 spend levels are about right and provide key learnings related to mix

We will continue to evaluate

Source: Internal tracking study Q3 2013

13

Cost creep
Opex G&A From 2009 to 2013E, G&A up almost $70M or around 40% Partly driven by strategic investments Partly driven by lowreturn tech spend and creep in areas like professional fees

Higher gross margin WeightWatchers.com drove expansion and offsets erosion in meetings business
Added cost over time and were not quick enough to flex cost structure down as recruitment trends turned negative Key investment in new US service provider compensation program beginning in 2013

14

Profit reflects revenue volatility and cost creep

Operating Income, 2008 through 2012
600

546 496 444 395 388 ~460

500

400

300

Operating Income ($Ms)

200

100

2008
No tes: See A ppendix fo r a reco nciliatio n o f no n-GA A P financial measures to the mo st co mparable GA A P measures. -2008 Operating Inco me excludes negative impact o f UK VA T ruling o f $ 1 8.7M related to prio r years. -2009 Operating Inco me excludes impact o f UK Self-emplo yment ruling o f $ 32.5M (pretax) related to prio r years and also excludes restructuring charges o f $ 5.5M . -201 0 Operating Inco me excludes the benefit o f a $ 2.0M increase in revenues fo r the reversal o f an o ver-accrual related to the UK VA T ruling . -201 2 Operating Inco me excludes the benefit o f a $ 1 4.5 millio n o ver-accrual reversal asso ciated with the UK Self-emplo yment ruling.

2009

2010

2011

2012

2013E*

*Based on expectation of full year 2013 EPS of $3.85-$3.95.

15

Key challenges flow from the bifurcation of our offerings and our organization
Our online offer is under pressure Missed mobility revolution Over-estimated technology-based competitive insulation Lower level of support Low level of differentiation / declining value proposition
Low level of innovation on meetings business Added digital tools, but Low level of personalization Strong brand, but seen as judgmental, tied to perfection

Complexity like a maze

Under-leveraged community
16

Strengths to build on
Clear global market leader in commercial weight loss Scale Scope Profitability Powerful brand High awareness Trust Efficacy Proven program Scientifically supported Multi-modal in person, online, mobile Leaders Large multi-tiered community Active members Lapsed Favorables
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The Four Strategic Pillars

1. Drive immediate performance improvement

2. Re-imagine the core offering 3. Grow the healthcare business 4. Strengthen the organization

18

Objectives (Agenda)

Share our situation assessment Outline our strategic agenda Pillar 1: Drive immediate performance improvement Pillar 2: Re-imagine the core offering Pillar 3: Grow the healthcare business Pillar 4: Strengthen the organization Discuss financial aspirations and business model

19

Driving immediate performance improvement

Cost, also part of Pillar 1, will be discussed later in presentation
Initiative Description

Product Enhancements

Increase differentiation of the Online product

20

Driving immediate performance improvement

Cost, also part of Pillar 1, will be discussed later in presentation
Initiative Description

Product Enhancements
January Enrollment

Increase differentiation of the online product

Insight-driven program news: Created specifically to resonate with the January consumer mindset Anxious, overwhelmed, fear of failing New beginning as the point of inspiration Innovative on-ramp to the Weight Watchers experience

21

Driving immediate performance improvement

Cost, also part of Pillar 1, will be discussed later in presentation
Initiative Product Enhancements January Enrollment Description Increase differentiation of the online product Insight-driven program news: Created specifically to resonate with the January consumer mindset Anxious, overwhelmed, fear of failing New beginning as the point of inspiration Innovative on-ramp to the Weight Watchers experience Driving engagement by focusing on early tenures - insights: Our leaders are more comfortable providing support to members several months into their journeys, while our members want more help early on than we give them At the end of the first month, the propensity of a meeting enrollment attending in any given week is in the mid 60s. At the end of the second month, it is in the mid 40s.

First Four Weeks

22

Driving immediate performance improvement

Cost, also part of Pillar 1, will be discussed later in presentation
Initiative Product Enhancements January Enrollment Description Increase differentiation of the online product Insight-driven program news: Created specifically to resonate with the January consumer mindset Anxious, overwhelmed, fear of failing New beginning as the point of inspiration Innovative on-ramp to the Weight Watchers experience Driving engagement by focusing on early tenures - insights: Our leaders are more comfortable providing support to members several months into their journeys, while our members want more help early on than we give them At the end of the first month, the propensity of a meeting enrollment attending in any given week is in the mid 60s. At the end of the second month, it is in the mid 40s. Compelling advertising strong investment, optimized mix Leverage large community for brand advocacy to drive recruitment

First Four Weeks

Consumer Activation

23

Objectives (Agenda)

Share our situation assessment Outline our strategic agenda Pillar 1: Drive immediate performance improvement Pillar 2: Re-imagine the core offering Pillar 3: Grow the healthcare business Pillar 4: Strengthen the organization Discuss financial aspirations and business model

24

Re-imagine the core offering

Create a new portfolio of consumer offerings
Break free from divide between online and meetings

Leverage a deeper understanding of consumer needs

What drives value in the category Solve for the consumers weight management needs on the consumers terms

Build a leading-edge test-and-learn model

Better read, faster entry

Evolve brand positioning in concert with offering

25

Solution requirements
Category value driver Lose weight

It works

Consumer will pay for it

Clear offer Solid value proposition

WW can own it

Differentiated Scalable

26

2013 clinical results support multiple touch points

27

Insights drive exploration

Example insight Consumers actively seeking less judgmental support for their journey Popularity of D-I-Y is evidence that consumers seek a program that fits my goals & preferences Time scarcity demands a more flexible experience that allows users to follow WW on their terms Gameful engagement is a powerful currency for creating stickier experiences Weight-conscious consumers have varied goals Exploration Support

Personalization

On demand

Immersion

Success

28

Areas of exploration SUPPORT

Face-to-face group meetings Access to a leader WW-driven conversations Peer to peer, on-demand community Access to team of experts 1:1 coaching on demand Consumer-driven conversations / topics

Potential additions

29

Areas of exploration PERSONALIZATION

Choose Meetings or Online Eat your favorite foods Browse to find the right advice for you

Potential additions

Matched to a group of others like you Dietary suggestions based on your nutrition preferences Recommendations tailored to your goals & preferences A program defined by your own goals

30

Areas of exploration ON DEMAND

Built one-size-fits-all Attend a meeting at a specific time Delivery channels dictated service (Meetings vs. Online) Use digital tools for on-the-go situations Monthly subscription

Potential additions

Tailored to your desired level of intensity Flexible schedules for accessing experts and support Flexible access to service across all touch points Flexible pricing / payment options Build your own package or program

31

Areas of exploration IMMERSION

Tracking tokens New topics each week Weight goal milestones Community and access to a leader Closed WW platform

Potential additions

Compelling incentives and rewards Crowd-sourced topics / format Game-like experiences Social / Community Challenges Relevant 3rd party partnerships

32

Areas of exploration SUCCESS

Losing weight

Potential additions

Gaining a healthy lifestyle Getting active / fit

33

Core assets as building blocks

Multiplatform: online, meetings, mobile Trusted brand

Data / analytics on user behavior & outcomes

Extensive network of WW Leaders & brand ambassadors

Proven behavior change approach

Clinical evidence base

Retail locations

Large active user base

Network of content experts

Broad competitive frame

34

Consumer validation engine

Ideas / Insights Concept optimization Product Development

CONCEPT 1

CONCEPT 2

Shortens cycle time Improves validity Leverages richness of asset base and community Integrated with product development
35

Building discipline and filling the pipeline

Ideas / Insights Concept optimization Product Development

CONCEPT 1

CONCEPT 2

Timing Definition Ability to implement

36

Evolve the brand positioning in concert with offering

Current Strengths

Inclusiveness

Support

37

Objectives (Agenda)

Share our situation assessment Outline our strategic agenda Pillar 1: Drive immediate performance improvement Pillar 2: Re-imagine the core offering Pillar 3: Grow the healthcare business Pillar 4: Strengthen the organization Discuss financial aspirations and business model

38

Weight Watchers Health Solutions

Agenda
I. Overview

II.
III.

The B2B/Healthcare Market Recent Trends

Sizing the Opportunity

IV.
V.

Our Strategy to Compete

Requirements to Compete

39

Weight Watchers Health Solutions

Overview / Investment Thesis
Clear market opportunity Obesity drives significant cost for employers, health plans, providers and employees
Growing emphasis on prevention driven by regulatory changes and focus on corporate wellness Mitigate exploding cost of chronic disease treatment WWHS is well-positioned to serve this market based on our assets Strong Science and clinical proof, face-to-face, brand, market presence Existing foothold in 200+ blue chip clients $75M business today, split between small and large employers Identified what has been missing in the process of putting those capabilities in place HIPAA, Systems, Data capture, Dedicated team with healthcare experience Financially: significant, incremental and profitable (margins similar to traditional B2C) Option value beyond base opportunity

40

We are mapping our plan against the US healthcare ecosystem

Employers Government Consumers
Payor

Health Plans

Benefit Consultants Physician Networks (PPOs)

PBMs

TPAs

Intermediary

Health Systems

Wellness Vendors

Provider

Consumers

Patient / Consumer

Where we play today

41

Obesity is the largest preventable condition driving healthcare systems costs (US)
Excess weight drives 10% of healthcare costs (Harvard) Obesity raises annual medical costs by $2,741/adult
70% of hypertension
(Jnl Health Economics)

cases are attributable to obesity

$443
per inpatient stay

$398
per outpatient stay

$284
in prescription benefits

80% of diabetes cases

attributable to obesity

Increased cost to private insurers

79M Americans suffer from pre-Diabetes for

which the CDC recommended treatment is intensive behavioral therapy for obesity

$160B
cost to payers

$20B
other
Diabetes accounts for 45%

$140B
cost to individuals

$130B
cost to employers

of kidney disease cases Heart disease is the cause of death in 68% of adults with diabetes; stroke,16%

http://www.hsph.harvard.edu/obesity-prevention-source/obesity-consequences/economic/ Finkelstein EA, Trogdon JG, Cohen JW, Dietz W. Annual medical spending attributable to obesity: Medical Care Costs of Obesity Cawley, Jnl Health Economics 2012 payer- and service-specific estimates. Health Aff (Millwood). 2009;28(5):w822 w831. http://www.teachade.com/resources/support/5035b250c0cd6.pdf

42

Healthcare reform has dramatically increased focus on prevention services

ACA - required essential health benefits include all USPSTF A and B-rated preventive care - Obesity
Allows Health Plans to use reasonable management techniques to determine coverage and institute alternative IBT approaches

Weight Watchers has been clinically proven to meet the Intensive Behavioral Therapy requirements and is the only program available on a national basis

Change in orientation toward consumerism

Increase in demand for consumer choice and creating relationships with members as consumers

Access and Reimbursement of Counseling for Obesity and ObesityRelated conditions will increase over the next several years

Benefit design shift toward consumer accountability is further encouraged in health care reform
Incentive designs and variable premiums to encourage personal responsibility for health and wellness

43

Where are the addressable lives in US healthcare market?

2011 US Census Adult Lives (millions) 200 126M employer-sponsored lives
Managed Medicaid1 Medicaid2

Trends
39 4 35 187 39

150 58

22 10 12
Medicare Advantage

Medicare

100 68 50 38
Wellness bundle via HealthPlan Wellness unbundled Direct oppty

Opportunity in direct to Employer and Health Plans of 126M employees and 22M Medicare/Medic aid plan members Healthcare reform will shift dynamics between employers and plans but total lives will grow Employers continue to play a role with focus on both medical and productivity costs

148

30 0 Self insured employers

Fully insured employers

Medicare & Medicaid by private payer

Medicare & Medicaid Fee For Service (gov't managed) CMS / State Governments

Total

Who bears risk?

Employer

Health plan

Health plan

1. Firms with > 5,000 employees in which most wellness benefits are provided by health plan 2. Includes 4.6% p.a. growth forecast as a result of PPACA to 2014 Source: United Healthcare "United States of Diabetes" (2010), Medicare Advantage 2011 fact sheet, Statehealthfacts.org, Health Leaders Interstudy (2011), BCG PPACA Model

44

How our Weight Watchers Health Solutions Model Works Today + Tomorrow
Client Sell-in
Employer Direct Sales

Product/Service Scope Client Customization Client Subsidy/ Reimbursement

Client Sales Call

Via Intermediary

Health Plan Benefit Consultant

Pricing

WWHS Sales Team

Member - Pull-through
Enrollment
Employee direct marketing

Subsidy/ Reimbursement level Employee Co-Pay

Direct to member

Via Other

Health Plan Wellness

Engagement

WWHS Marketing/Acct Mgmt Team

45

Sizing our WWHS Opportunity - US

From (2013E)...
Revenue
Revenue $75M

...To (2018)
$300M+

Regional Meetings (Weekly)

3.9k 200 3% NA

5k+
500+ 5%+ 15+ 33M (ex Regional)

Access

# of Strategic Accounts Penetration Average

Health Plans (Broad Avail)

Lives Accessible

4M (ex Regional)

46

US Market Opportunity
Market share based approach

Total Preventive Health & Wellness

Market Size

$6 10 Billion

Large and growing size of Preventive Health and Wellness market (1)

Obesity and Weight Management

Accessible Market

$1.2 2 Billion

Obesity and weight management programs are growing focus of preventive health (2)

Potential Weight Watchers Share

Share Revenue

20 - 25% $300 500 Million

Market leaders in other healthcare services have achieved 20% - 30% share

(1) Analysis of preventive health and wellness services market and segments (KFF 2013, US census 2012,Towers Watson 2012, Willis Survey 2011). Employer incentives for wellness related behavior change have doubled to $561M since 2009 (Fidelity Investments and NBGH Report 2013) (2) Analysis of obesity and weight management services market. 30-60% of employers offer weight management programs (KFF 2013, Towers Watson 2012, SHRM 2012).
47

Market requirements from decision-makers

Health plans / Employers
Criteria for Program Choice 1.Clinical Proof of Results 2.Counseling-based (vs. food-based or drug-based) 3.Recognized as value-added benefit by employees/clients 4.Convenient to a distributed employee population 5.Variety of tools/approaches to encourage regular engagement 6.Brand/company endurance 7.Affordable not a significant burden to healthcare budget Core Operational Requirements 1.Robust Enrollment/Eligibility/Data Warehousing/Billing Capabilities 2.Patient/Employee Data Capture Enterprise-Wide 3.Strong Sales/Account Management and Customer Service
48

Survey of Corporate Wellness Decision Makers

Preference Among Workplace Obesity Programs

58% NET 7% NET Open Ended Response - Why Weight Watchers? 5% NET

Popular among employees Teaches lifestyle change Best reputation and gimmick-free Employees want it I think it is more practical and easy to follow It works and is cost-effective The support system is better and more user-friendly

2% NET

WEIGHT WATCHERS SURVEY AMONG CORPORATE HR & BENEFITS DECISION MAKERS Q32. If you could only offer one of these programs at your place of work, which one would it be? *Not asked if not aware of any of the programs listed Q33. Why this program? (open end not coded)

49

Market requirements from decision-makers

Health plans / Employers
Criteria for Program Choice 1.Clinical Proof of Results 2.Counseling-based (vs. food-based or drug-based) 3.Recognized as value-added benefit by employees/clients 4.Convenient to a distributed employee population 5.Variety of tools/approaches to encourage regular engagement 6.Brand/company endurance 7.Affordable not a significant burden to healthcare budget Core Operational Requirements 1.Robust Enrollment/Eligibility/Data Warehousing/Billing Capabilities 2.Patient/Employee Data Capture Enterprise-Wide 3.Strong Sales/Account Management and Customer Service

50

Weight Watchers Health Solutions: The Team

Key dedicated WWHS executives:
Executive
Colin Watts Heidi Bowman Peter Dunphy Susan Fanciullo

Role
President VP, Operations & Healthcare Strategy VP, Commercialization National Sales Director

Background
Johnson & Johnson, Walgreens, Campbells, Nabisco Medco (Express Scripts), Schering-Plough (Merck) ActiveHealth, Aetna, Quest Diagnostic, Best Doctors Wellpoint, Anthem BCBS, UHC

Start Date
1/2012 9/2012 9/2013 4/2013

Cecile Johnson

Senior Director, Client Operations

Medco, US Homecare, WellChoice

1/2013

Complemented by strong cross-functional members in key areas

51

Framework for WWHS Systems Enablement

Operational Improvements

Sales and Account Management

Integrated Customer Service

Holistic Reporting and Analytics

Core Operations

Foundational Improvements

Partner Data Exchange

Consistent Enterprise Data Foundation

HIPAA

52

Strengthen HIPAA Compliance

Key Areas of Focus
People
People Stream Responsible for remediation efforts related to training and awareness, communication, policy development, governance

Privacy Capabilities & HIPAA Controls

Technology
Technology Stream Responsible for information security, websites, applications and systems, tools, and electronic PHI

Process
Process Stream Responsible for standard operating procedures, vendor management, surveys, monitoring, retention, and hardcopy PHI

53

Data capture: next generation of meeting room technology

Bringing together the meeting & digital experiences into the hands of our service providers
A technology platform for meeting room automation: healthcare data capture, better member experience Ensure single-member view across all key Weight Watchers channels with HIPAA compliance Deploy hardware solution that can be used in all types of meetings (traveler, @work, stores)

500 Champ-units deployed at @work locations in 2013 to capture key requirements Preparing for Phase II pilot of new units and begin deployment in our US meeting rooms in 2014/2015

2013
Q4
Tech architecture definition Prototype

2014
Q1
Pilot
Product Discovery

Q2

Q3

Q4

Begin national deployment

Product Discovery

POC

Delivery

Delivery

54

WWHS Roadmap to Scale

Phased Approach for Success
Sequencing our Approach to Market and Leveraging Capabilities:
2013-2014 2015-2017 Pilot, learn, validate, adapt Pilot, learn, validate, adapt 2017+ Health Systems/ Providers

Intermediaries: Health Plans, Benefit Consultants

Healthcare Core

Employers (Small and Large) Ongoing, active monitoring of evolving healthcare ecosystem

Phase I 2013/2014: Nail the fundamentals, grow the core

Phase II 2015+: Multi-faceted strategy with reach into health plans and employers simultaneously
Phase III 2015/2016+: Broaden into provider segments, scale-up offerings for adjacent conditions

55

Select WWHS Relationships

Employers Health Plans Providers

56

Upside Opportunities for WW Health Solutions

Opportunity Area Impact

Weight Watchers receives direct reimbursement support from CMS Expansion of WWHS Model beyond US

Greatly increases addressable patient population for Medicare/Medicaid

Bolsters emerging healthcare models UK: NHS supported program DE: Corp insurance reimb. Neth: 6 major health plan support ANZ: Vitality/AIA partnership
WW4Diabetes piloted, 2014 market entry PreDiabetes clinical expected late 2014/2015

New product innovation in adjacent medical conditions pre-diabetes, diabetes

Scaling WWHS Business Unit creates significant opportunity for upside growth beyond base plan
57

Objectives (Agenda)

Share our situation assessment Outline our strategic agenda Pillar 1: Drive immediate performance improvement Pillar 2: Re-imagine the core offering Pillar 3: Grow the healthcare business Pillar 4: Strengthen the organization Discuss financial aspirations and business model

58

Strengthening the organization

Organizational drivers of success

Aligning structure with strategy Adding to talent base Cultural elements identified Integrating meetings and online Established product management function Created WW Health Solutions
Agility Teamwork Empowerment Filled key roles on the management team

Structural change

Shifting culture

Staffing

59

Objectives (Agenda)

Share our situation assessment Outline our strategic agenda Pillar 1: Drive immediate performance improvement Pillar 2: Re-imagine the core offering Pillar 3: Grow the healthcare business Pillar 4: Strengthen the organization Discuss financial aspirations and business model

60

Financial aspirations
Multi-year transformation Path to recovery likely not linear 2014 challenging year Five-year aspiration: $2B+ in revenues by 2018 Revenue growth not expected in 2014 Expect to see positive recruitment trends in 2015 benefitting from strategic initiatives, but revenue growth may not be until FY2016 and beyond Transformation will reinvent B2C which will remain biggest part of business for foreseeable future, though B2B increasingly important B2C returns to growth after reinvigorating core initiatives implemented B2B expected to represent 15-25% or $300-500M by 2018 Targeting 2013-2015 annualized gross cost savings of $150M $90M achieved to date Manage margins so earnings grow faster than sales Clear capital priorities: Fund the business and reduce debt towards approximately 3X leverage
61

2014 Framework
Intend to share specific guidance for 2014 in February, but want to share early perspective on our focus areas Starting actives base hole in both meetings and WWO resulting from weak 2013 recruitment If current negative recruitment trends persist in 2014, then this, combined with the lower starting active base, would result in low double-digit revenue decline for 2014 Marketing Flat to 2013 Cost management aggressively pursue opportunities in COGS and G&A Investments Leader comp approximately $23M in total to COGS, with $15M of this incremental in 2014. Will also continue investing in healthcare

62

2018 WWHS Revenue Potential of $300-500M

Combination of direct-to-employer and intermediaries

Base revenue opportunity by channel

Upside

Regional Strategic

~$70M ~$90M

- CMS reimbursement for WW - WW ability to penetrate medical spend

$100M+ $100M+

Health plans

~$140M

- Expansion beyond the US

$50M+

63

Targeting $150M gross annualized savings run rate over 2013-15

On track to deliver ~$90M gross annualized savings from FY13 initiatives
~$60M Marketing ~$30M G&A and COGS

Targeting incremental $60M beyond wave 1

Further marketing cuts not expected in 2014; expected to be flat on $ basis
Will continue to evaluate mix and productivity

Savings will come from G&A and COGS; committed to right-sizing business and improving meetings margin Cost savings will more than fund investments

64

Overall Gross Margin Trend

Consolidated Revenue + Gross Profit Margin
in $Ms

1,900

1,819
1,800 1,700 1,600 1,500 1,400 1,300 1,200 1,100 1,000
2008
No tes: See A ppendix fo r a reco nciliatio n o f no n-GA A P financial measures to the mo st co mparable GA A P measures. -2008 Revenue & Gro ss P ro fit M argin exclude negative impact o f UK VA T ruling o f $ 1 8.7M related to prio r years. -2009 Gro ss P ro fit M argin excludes impact o f UK Self-emplo yment ruling o f $ 32.5M (pretax) related to prio r years.

1,827

59.0%

58.5% 57.6%
1,555 1,450

58.0%

57.5%
1,399

57.0%

56.0%

54.9%

55.0%

Global Revenue GM %

54.4% 54.4%
54.0%

53.0%

52.0%
2009 2010 2011 2012 2013E*

-201 0 Revenue & Gro ss P ro fit M argin exclude the benefit o f a $ 2.0M increase in revenues fo r the reversal o f an o ver-accrual related to the UK VA T ruling . -201 2 Gro ss P ro fit M argin excludes the benefit o f a $ 1 4.5 millio n o ver-accrual reversal asso ciated with the UK Self-emplo yment ruling.

*Based on expectations that Q4 2013 global revenue down low double digits versus the prior year period and 2013 full-year total-company gross margin will be down 100bps versus the prior year.

65

Online growth offsets meetings weakness

% of total WW gross profit from each business line
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2008
No tes: See A ppendix fo r a reco nciliatio n o f no n-GA A P financial measures to the mo st co mparable GA A P measures. -2008 M eetings B usiness Gro ss P ro fit excludes negative impact o f UK VA T ruling o f $ 1 8.7M related to prio r years. -2009 M eetings B usiness Gro ss P ro fit excludes impact o f UK Self-emplo yment ruling o f $ 32.5M (pretax) related to prio r years. -201 0 M eetings B usiness Gro ss P ro fit excludes the benefit o f a $ 2.0M increase in revenues fo r the reversal o f an o ver-accrual related to the UK VA T ruling. -201 2 M eetings B usiness Gro ss P ro fit excludes the benefit o f a $ 1 4.5 millio n o ver-accrual reversal asso ciated with the UK Self-emplo yment ruling.

82%

79%

75%

67%

59%

55%
meetings online

18%

21%
2009

25%
2010

33%
2011

41%

45%

2012

2013 LTM

66

Marketing spend right-sized in 2013

Marketing 18.8% of sales in 2012 and $344M, well in excess of history In 2013 we have made significant efficiency improvements. Dont expect substantial cuts going forward, though mix may evolve
Marketing Expense & Marketing as a % of Revenue
in $Ms
400

350

18.8% 16.1% 14.6% 15.0% 14.3%

$344 $284 $227 $292 $217 $200

20.0%

300

16.7%

250

200

150

100 2008 2009 Marketing Expense 2010 2011 Mkt as a % of Rev 2012 2013E*

10.0%

No tes: See Appendix fo r a reco nciliatio n o f no n-GAAP financial measures to the mo st co mparable GAAP measures. -2008 Revenue excludes negative impact o f UK VAT ruling o f $ 1 8.7M related to prio r years. -201 0 Revenue excludes the benefit o f a $ 2.0M increase in revenues fo r the reversal o f an o ver-accrual related to the UK VAT ruling .

*Based on expectations that 2013 marketing spend will be down nearly $60M versus prior year and Q4 2013 global revenue down low-double digits versus the prior year period.

67

G&A has increased

in $Ms in $Ms

G&A has ballooned relative to sales over the past several years Some warranted for growth investments, e.g., healthcare Some initial success and several opportunities for further cost action
G&A Expense & G&A as a % of Revenue

280 260 240 220 200 180 160 140 120 100
2008 2009 2010 2011 2012 2013E*

15.0%

14.0% 12.6% 11.5%

$228 $182 $171 $183 $208

12.2% 11.7%

12.5%

$238

10.0% G&A Expense G&A as a % of Rev

No tes: See Appendix fo r a reco nciliatio n o f no n-GAAP financial measures to the mo st co mparable GAAP measures. -2008 Revenue excludes negative impact o f UK VAT ruling o f $ 1 8.7M related to prio r years. -201 0 Revenue excludes the benefit o f a $ 2.0M increase in revenues fo r the reversal o f an o ver-accrual related to the UK VAT ruling .

*Based on expectations that 2013 G&A spend will be up no more than $10M versus the prior year and Q4 2013 global revenue down low-double digits versus the prior year period.

68

2013 mix shift in G&A driven by investments in tech and Healthcare

2009 0.5% 19% 6% 52% 16% 4% 7% 10% 46% 13% 6% 20%
Healthcare B2B
Other Tech Tech Prof Fees Non-Tech Prof Fees Other G&A Salaries & Benefits

2013E

Note: % based on unallocated G&A; portion of technology costs are allocated to online COS

69

Professional Fees ~$100M Big opportunity as they are not only in G&A
Professional fee mix % total

26% G&A

COGS 53%
20% Marketing

Note: Total is not 100% due to rounding

70

Cash flow priorities

Fund the business Pay down debt

Make selective acquisitions

71

Capex has increased

Will invest prudently in healthcare; long term could gravitate towards historical levels
in $Ms 90.0 80.0 70.0 60.0 50.0

5.0%
4.5% 4.0%

4.3%

3.6% 3.5%
3.0%

2.5%
40.0 30.0 20.0 10.0 0.0
No tes:

2.5%
2.2% 2.1% 1.7% 1.5%

2.5% 2.0% 1.5% 1.0%

Capex %of revenue

1.7%

0.6%

0.5%

0.7%
0.5% 0.0%

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013 E *

See Appendix fo r a reco nciliatio n o f no n-GAAP financial measures to the mo st co mparable GAAP measures. -2008 Revenue excludes negative impact o f UK VAT ruling o f $ 1 8.7M related to prio r years. -201 0 Revenue excludes the benefit o f a $ 2.0M increase in revenues fo r the reversal o f an o ver-accrual related to the UK VAT ruling .

*Based on expectation that Q4 2013 global revenue down low-double digits versus the prior year period.

72

Debt reduction is a clear priority

in $Ms
2500 5.0x 4.5x

4.3x
2000

4.2x
4.0x

3.4x
1500

3.5x

3.3x

3.2x

3.1x

~3x
3.0x 2.5x Net Debt Net Debt/EBITDAS

1000

2.0x 1.7x

2.0x 1.5x

500

1.0x 0.5x

0 2006 2007 2008 2009 2010 2011 2012 3Q13 Target 2018E
See Appendix for a reconciliation of non-GAAP financial measures to the most comparable GAAP measures. -2008 EBITDAS excludes negative impact of UK VAT ruling of $18.7M related to prior years. -2009 EBITDAS excludes impact of UK Self-employment ruling of $32.5M (pretax) related to prior years. EBITDAS also excludes restructuring charges of $5.5M. -2010 EBITDAS excludes the benefit of a $2.0M increase in revenues for the reversal of an over-accrual related to the UK VAT ruling. -2012 EBITDAS excludes the benefit of a $14.5 million over-accrual reversal associated with the UK Self-employment ruling. EBITDAS = earnings before interest, taxes, depreciation, amortization, and stock-based compensation expense.

0.0x

73

Effective Q1 2014, revising operating structure

Full P&L accountability is being rolled into the geographies: our WW.com business will no longer be a separate business unit

Implications for reporting: No change in income statement in earnings press release financials Commitment to sharing volume and revenue for Online May re-evaluate when hybrid model is fully in place

Will still report meetings COGS and cost of Internet revenues on a consolidated basis
Will report segment profitability for regions
Intend to provide revised historical segment geographic data before reporting Q1 2014
74

We are committed to an open dialogue and sharing of milestones

In addition to continued reporting of paid weeks (our best volume metric), were introducing the total active member base (Monthly Pass + WWO) quarterly In combination, they provide good visibility into our progress On a periodic basis, we will update other metrics that we shared today We will also share WWHS progress

75

Early turnaround progress

Organizational change made o Regional realignment announced, effective Q1 2014 o Launch of WWHS business unit Key management hires: o Ann Hollins, Chief HR Officer o Gary Foster, Co-Chief Science Officer o Lesya Lysyj, President, North America o Dan Crowe, Chief Technology Officer Cost savings momentum with broad support from WW team o $150M gross annualized savings target Improved partnership with field organization Launching 2014 program based on initial consumer insights Organization fully engaged in re-imagining the core offering

Changing revenue trajectory is our top priority

76

Investment thesis
Seasoned management team driving a multi-year transformation o Realistic about the environment o Sense of urgency Clear pathway to rejuvenated B2C business Mobilizing resources to accelerate healthcare growth Aggressive cost structure management Debt pay-down is a priority

Successful execution yields $2B+ revenue by 2018 with earnings growing faster than sales
77

Appendix Non-GAAP Reconciliations

78

Non-GAAP Reconciliations
Adjusted net revenues Fiscal year $ in millions Revenues Adjustments: UK VAT ruling UK VAT ruling accrual reversal Adjusted revenues Adjusted gross profit Fiscal year $ in millions Gross profit Adjustments: UK VAT ruling UK self-employment ruling UK VAT ruling accrual reversal UK self-employment ruling accrual reversal Adjusted gross profit Adjusted gross profit m argin 2008 $835.0 18.7 ---$853.7 54.9% 2009 $728.0 -32.5 --$760.5 54.4% 2010 $790.6 --(2.0) -$788.6 54.4% 2011 $1,047.1 ----$1,047.1 57.6% 2012 $1,082.8 ---(14.5) $1,068.3 58.5% 2008 $1,535.8 18.7 -$1,554.5 2009 $1,398.9 --$1,398.9 2010 $1,452.0 -(2.0) $1,450.0 2011 $1,819.2 --$1,819.2 2012 $1,826.8 --$1,826.8

Note: Totals may not sum due to rounding

79

Non-GAAP Reconciliations (continued)

Adjusted operating incom e Fiscal year $ in millions Operating income Adjustments: UK VAT ruling Restructuring UK self-employment ruling UK VAT ruling accrual reversal UK self-employment ruling accrual reversal Adjusted operating incom e 2008 $425.0 18.7 ----$443.7 2009 $356.7 -5.5 32.5 --$394.7 2010 $390.3 ---(2.0) -$388.3 2011 $546.3 -----$546.3 2012 $510.8 ----(14.5) $496.3

Adjusted EBITDAS Fiscal year 2009 $177.3 66.7 115.6 $359.6 27.9 8.8 $396.3 -5.5 32.5 --$434.3 $48.7 1,453.0 3.2 X

$ in millions Net Income Interest Taxes EBIT Depreciation and amortization Stock-based compensation EBITDAS Adjustments: UK VAT ruling Restructuring UK self-employment ruling UK VAT ruling accrual reversal UK self-employment ruling accrual reversal Adjusted EBITDAS Cash and cash equivalents Total debt Net debt / Adjusted EBITDAS

2006 $209.8 49.5 120.8 $380.1 13.4 11.8 $405.3 -----$405.3 $37.5 849.2 2.0 X

2007 $201.2 109.3 125.3 $435.8 19.0 11.8 $466.6 -----$466.6 $39.8 1,648.1 3.4 X

2008 $204.3 92.7 132.0 $429.0 24.5 11.3 $464.8 18.7 ----$483.5 $47.3 1,647.5 3.3 X

2010 $194.2 76.2 120.7 $391.1 29.0 8.6 $428.7 ---(2.0) -$426.7 $43.3 1,365.1 3.1 X

2011 $304.9 59.9 178.7 $543.5 31.0 9.1 $583.6 -----$583.6 $53.2 1,051.8 1.7 X

2012 $257.4 90.5 159.5 $507.4 36.6 8.8 $552.8 ----(14.5) $538.3 $70.2 2,406.4 4.3 X

3Q 2013 $231.9 106.7 143.6 $482.2 43.1 5.5 $530.7 ----0.0 $530.7 $181.3 2,394.0 4.2 X

Note: Totals may not sum due to rounding

80

Non-GAAP Reconciliations (continued)

Adjusted gross profit Fiscal year 2010 $591.6 --(2.0) -$589.6 $199.0 $788.6

$ in millions Meetings business gross profit Adjustments: UK VAT ruling UK self-employment ruling UK VAT ruling accrual reversal UK self-employment ruling accrual reversal Adjusted m eetings business gross profit Online business gross profit Total adjusted gross profit % of total adjusted gross profit Adjusted m eetings business gross profit Online business gross profit

2008 $684.6 18.7 ---$703.3 $150.4 $853.7

2009 $568.0 -32.5 --$600.5 $160.0 $760.5

2011 $703.4 ----$703.4 $343.8 $1,047.1

2012 $642.1 ---(14.5) $627.6 $440.7 $1,068.3

2013 LTM $575.2 ---(14.5) $560.7 $458.2 $1,018.9

82.4% 17.6%

79.0% 21.0%

74.8% 25.2%

67.2% 32.8%

58.7% 41.3%

55.0% 45.0%

Note: Totals may not sum due to rounding

81