Good day, and welcome to the Weight Watchers Fourth Quarter and Full Year 2016 Conference Call. All participants will be in listen-only mode. After today's presentation there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the conference over to Corey Kinger of Investor Relations. Please go ahead.

Thank you, Daniel. And thank you to everyone for joining us today for Weight Watchers International's fourth quarter and full year 2016 conference call. At about 4:15 PM Eastern Time today, the company issued a press release reporting the fiscal 2016 fourth quarter and full year results. The purpose of this call is to provide investors with some further details regarding the company's financial results as well as to provide a general update on the company's progress. The press release is available on the company's corporate website located at, www.weightwatchersinternational.com. Reconciliations of non-GAAP measures disclosed on this conference call to the most directly comparable GAAP financial measures are also available as part of the press release. Before we begin, let me remind everyone that this call will contain forward-looking statements. Investors should be aware that any forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those discussed here today. These risk factors are explained in detail in the company's filings with the Securities and Exchange Commission. Please refer to these filings for a more detailed discussion of forward-looking statements and the risks and uncertainties of such statements. All forward-looking statements are made as of today and, except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Joining today's call in their roles as members of the Interim Office of the CEO are Nick Hotchkin, who also serves as CFO, and Directors, Thilo Semmelbauer and Chris Sobecki. I would now like to turn the call over to Chris.

Thanks, Corey. Good afternoon, everyone, and thank you for joining us. I'll begin with a quick review of our 2016 results and a recap of our very successful winter 2000 season to-date. Nick will then provide further detail on our financial results and outlook for the year, and Thilo will close with the discussion of our key focus areas in a few of our near term initiatives. Fourth quarter delivered the strongest year-over-year increase in total revenues and Paid Weeks of any quarter so far in our transformation. Year-over-year Q4 revenues were up 5% on a constant currency basis and Total Paid Weeks were up 10%. This is a marketed improvement from the beginning of the year when Q1 revenue was down 3% on a constant currency basis and Total Paid Weeks were up only 2%. These improving results demonstrated that our Beyond the Scale program is resonating with consumers. Q4 was the fifth consecutive quarter of positive member recruitment resulting in end of period subscribers of 2.6 million, with Meeting Subscribers up 10% to 1.1 million and Online Subscribers up 9% to 1.5 million. This continued momentum resulted in full year 2016 revenue of $1.16 billion and operating income of $201 million. The return to growth has been led by the strength in North America, our largest market. 2016 was a pivotal year for this company. Following three straight years of revenue declines, our transformation strategy is working, and we continue to make progress as we begin to enter a new growth phase. We have taken over $250 million of gross annualized costs out of the expense structure since 2012, even as we continue to invest in initiatives to drive our future growth. So, as our top line grows, much of that will fall to the bottom line. We…

Thanks, Chris. Let me start by highlighting a few key items in our Q4 and 2016 financial performance. As Chris mentioned, global member recruitment was positive in Q4, the fifth consecutive quarter of recruitment growth. End of Period Subscribers grew 10% to 2.6 million, our first year of subscriber growth since 2012. We entered 2016 with 120,000 fewer subscribers than we entered 2015. Now, we have entered 2017 with 230,000 more subscribers than the prior year. Full-year total revenue of $1.16 billion was up 1% on a constant currency basis. The year-over-year revenue growth trend improved through the year going from a 3% decline on constant currency in Q1 to a 5% increase in Q4. For the full year, operating income of $201 million increased 6% on an adjusted and constant currency basis. The positive revenue growth in Q4 2016 combined with continued cost vigilance flowed into improving profitability with operating income of $47 million, increasing 52% on an adjusted and constant currency basis versus Q4 2015. GAAP EPS was $1.03 for the full year, which included an $0.18 tax benefit, primarily related to R&D incentives. GAAP EPS was $0.20 in Q4 versus a loss of $0.18 in Q4 2015. For comparison purposes Q4 2016 benefited by $0.02 from out-of-period adjustments and Q4 2015 was impacted by $0.13 in transaction expenses associated with the entry into our partnership with Ms. Winfrey, as well as $0.01 negative impact due to restructuring charges. Turning to the balance sheet, we ended the year with $109 million in cash. This was lower than anticipated, but due to timing. Specifically, we accelerated payments on certain expenses in international markets to realize cost savings and had some shifts in working capital timing, both of which unwound by mid-January. Cash flow provided by operations was $119 million…

Thanks Nick. With the strong momentum of winter season, we're well positioned for growth throughout 2017. That said, there is more work to be done to advance the company's transformation and capture the opportunities ahead. With an eye to continuous progress, our focus in 2017 is to improve the member experience, and linked to that, accelerate member growth. Over the past two years, the team has made tremendous strides in enhancing the member experience, which includes upgrading the design, usability, features, as well as improving the stability of our digital products. We've also made progress revamping our meeting structure, putting greater emphasis on non-scale victories, introducing topics that encourage a more positive mindset, promoting more interactive discussion, and doing a better job of incorporating member feedback. We know how important digital is as an entry point for consumers. In preparation for winter season, we redesigned our visitor site to improve how program information and pricing are presented, which is resulting in higher conversion. Our mobile app is becoming a life line for members. We're seeing increases on already high levels of engagement and the app is now consistently scoring 4 to 4.5 stars across geographies. Whether a Weight Watchers member attends Meetings or is Online-only, our digital tools have become a daily source for tracking, inspiration, information and support. With all the progress that's been made we know we can make the digital experience even better and will continue to invest and focus on our digital products throughout the year. One of the most important parts of the member experience that we're focusing on is the first week, which is a critical time for new members. We know that if we can improve the on-boarding process in the first week, both Online and in Meetings, our members will be more…

Thank you. We will now begin the question-and-answer session. Our first question comes from Alex Fuhrman with Craig-Hallum Capital Group. Please go ahead.

Great. Thank you for taking my question and congratulations on the continued progress. I'd love to ask now that you've got a little bit more than a year under your belt since the beginning of this transformation, what have you seen from in terms of customer behavior on the new program, you know, with obviously changes to your marketing program here, over the past year and a half. Has there been any sort of discernible change in paid length of stay or other important characteristics in terms of engagement that you look at for customers that you've acquired since the beginning of this transition? And, I guess along the same lines I'd be curious, what you're seeing around that time in terms of physical attendance at meetings?

This is Chris. Thanks, Alex, for your questions. As far as what we see changing, I think from a pure member standpoint, I don't think – as far as the time of engagement, we've not seen significant changes up to this point. We know the average Online member stays eight to nine months, a Meeting member roughly – slightly longer than an Online member, but roughly that's eight to nine months. And we've not seen that change yet. I think part – that doesn't say that we don't believe that there's an opportunity to change that in a positive direction. I think as we talked in the script, I think we feel a number of things have sort of driven the change in trends that began over the course of the last year. One of the, I think significant is our product, is just simply better than it was a year ago and it's going to get better going forward.

And this is Thilo, I'll just jump in because we are tracking our digital engagement quite closely and we're very gratified to see that engagement is trending in the right direction. We continue to get greater engagement as we've looked at the data over the last year and that just shows the progress we've made with the product and how well the program is also coming across to consumers.

Yeah. I think that Connect was a home run of the social media platform, and connecting with Oprah has been very well received by our members also.

Okay, great. That's helpful. Thank you. And then, you know, I guess just curious the closure of Spain. What is the impact there to revenues and EBITDA, and I imagine, Nick, that $1.25 billion that you referenced as sort of the target for 2017, I imagine that does not include Spain. Can you give us a sense of how much of 2016 revenue was attributable to Spain?

Yeah, Spain is a smallest Continental Europe market, so less than, you know, $5 million of revenue in 2016. And we stress that all of our other Continental Europe markets are profitable. Just in Spain we didn't have a clear path to growth or profitability, so we'll cease operations. To your question, Alex, yeah, the $1.25 billion is without Spain revenue year-over-year, it's a de minimis impact, $1.30 to $1.40, probably in the range of $0.01 or so.

Great. Thanks, Nick, and thank you all very much.

$0.01 operating obviously, we're saying, that as a result of the cessation of operations in Spain in Q1, we expect to have approximately $0.15 tax gain related to the cessation of operations. And that is included in our $1.30 to $1.40 guidance. Of course, you'll recall that $1.03 results in 2016 included $0.18 of tax benefits related to the R&D. So, the $1.03 to the $1.30 to $1.40, essentially a wash from a tax standpoint and shows the momentum of the operating improvements in our results.

That's great. Thank you, Nick.

Our next question comes from Frank Camma with Sidoti. Please go ahead. Frank Camma - Sidoti & Co. LLC: Good afternoon, guys. Hi, could you talk a little bit, and maybe I missed it, on when you look at the numbers on an adjusted basis, specifically the marketing and SG&A expenses, is there anything going on there as far as the classifications? Because, obviously, marketing as a percent of revenue went pretty far down and the SG&A went up. I was just wondering if you could talk about that.

Hey, Frank, Q4 showed continued good cost vigilance. Recall that on the face of the P&L, the G&A number last year included both restructuring charges and also compensation expense related to the Oprah transaction. So, on an adjusted basis G&A in Q4 is relevantly in line with prior year noting that some accrual adjustments in Q4 last year and making Q4 G&A a low trend of about $43 million adjusted versus $47 million this quarter. On marketing, continued good focus on not only on marketing execution in the winter season with great ad campaigns, but good work on the digital side in CRM, but good cost vigilance also. Marketing was down quarter-over-quarter. To be clear, part of that is continued cost vigilance customer, part of it is year-end timing. Last year's results included January 1 and January 2 marketing spend in 2015, this year's year end was December 31. So this year's Q4, Q4 2016, you know, it didn't have those heavy days of marketing spend. But overall, a good approach to managing the P&L and that continues into 2017 with as guiding that, both marketing and G&A each will be about $200 million. Obviously way down from historical levels, but reflecting continued cost scrutiny. We're determined that at this stage of our transformation that the growth that we're enjoying flows to the bottom line. Frank Camma - Sidoti & Co. LLC: Okay. But does any of that relate to the $0.02 of out-of-period adjustments that you had mentioned in both the release and on the call?

I mean, the Q4, you know, Q4 was impacted by $0.02 of out-of-period adjustments. That was primarily related to truing up tech software capitalization in our West Coast operations. Frank Camma - Sidoti & Co. LLC: Okay. My other question is just on, you know, I know it's kind of early still, but like on your B2B learning's today, especially with your signing of New York City contract mid-last year, have you learned anything out of that, that might help you with other big municipalities going forward?

This is Chris. You mentioned the New York City, that has been quite successful. I think both sides are very happy with what we're seeing there. And I think there are opportunities to apply that model to potentially other municipalities. If you're asking about overall, the health, what we call our health solutions business, I will say that, you know, it is what -we're not incorporating any hockey stick change in that business in our 2017 guidance. That said, I think we believe that there is a significant opportunity there. We're in the process of doing sort of a full strategy reset there, and to sort of get everyone focused on what we believe will drive that business. But we're not assuming – we believe it will grow this year, but we do not believe it will be the major driver of the growth. What's going to happen this year is the B2C business is going to be what drives us this year. Frank Camma - Sidoti & Co. LLC: Well, is it fair to say that that business is a very long selling cycle considering who you're dealing with? I mean, like government...

It is a different business than our B2C, there's no question. And even within that business there are different constituents we're selling via through a health plan, through a large employer, through a governmental organization. So everyone is somewhat different. We are again trying to align our strategy and our – the skill sets we need within that organization to drive it within those different constituencies. But that is – that's going to be a process over the next year or plus. Frank Camma - Sidoti & Co. LLC: Great. Thank you.

Our next question comes from Greg Badishkanian with Citi. Please go ahead.

Hi, guys. This is actually Fred Wightman on for Greg. I know there is some other companies in the space highlighted a bit of a benefit from the election just as far as TV viewership and advertising. Wondering if you thought that might have been a benefit to your North American business?

I can't say that we saw any change in trends from before or after the election. I think it's not been part of our conversation. There is nothing that we've seen that, we can point to that either benefit or hurts us as far as the election.

Okay, that's fair. And then just looking at 4.5 times net debt-to-EBITDA target for 2018 I know that you mentioned you were considering maybe repaying it earlier looking at it. Just wondering what would be some of the things that you would weigh as far as why you would or would not look to prepay?

Certainly when we look at our pathway to our 4.5 times leverage target by year-end 2018, the return to the growth in the business in 2016, and now second consecutive strong performance in a winter season putting us up to $1.25 billion of revenue this year really creates a good pathway for us. And as we've always said, that pathway to 4.5 times leverage takes a sustained, modest, continued top line growth, together with close continued management of the cost structure. It doesn't require heroic top line growth assumptions, and we're on track. In the meantime, we have a very flexible capital structure. No debt-to-EBITDAS covenants. No payment due until 2020. We'll continue to evaluate our options to prepay some of the debt, which is the contractual terms that we enjoy.

Great. And then just one last one. I know that you mentioned that cash was a little bit low at the end of the quarter due to timing, I think for working capital. Can you just help us understand how big you think that timing shift was or how much that impacted the balance?

Yeah, I had guided last time we were together for cash at year-end to be up to $140 million and we came in at $109 million. So the timing impact was sizeable and stress it was all working capital timing and proactive decisions to take advantage of payment discounts in international markets. By the time we got into January, that had unwound and sitting here today I'm frankly pretty much exactly where I expected to be from a cash standpoint and after generating $119 million of cash from operations in 2016 and about $259 million of EBITDAS, looking forward to increasing cash flow from operations and EBITDAS in line with the growth and profitability of the business.

Great. Thanks.

Our next question comes from R. J. Hottovy with Morningstar Research. Please go ahead.

Thanks guys and thanks for taking my questions. First question, I wanted to focus back on the international side a little bit more. In the prepared remarks you talked about you're seeing a recovery in Germany and France where it seemed like marketing was doing a lot of the helping on the recruitment side. The first part of the question, just wanted to see if you've seen any kind of – what kind of response you've seen in some of the digital side in Europe in that market, and then whether or not that's mirroring what you're seeing in North America? And then on the UK, I appreciate that this is an overnight turn around with this business, but just trying to get a sense how significant the changes might be, whether or not you're talking about something, structural changes, pricing, promotional, just what kind of changes we might expect in that business in the near future?

On your first question regarding international, let me point out that though, in the U.S. our marketing campaign in this winter was driven with Oprah in a lot of aspects of our campaign. When we look to Continental Europe, Oprah's presence there – she was not part of our marketing campaign. They were essentially campaigns that we developed that we think have been very, very impactful. You know, frankly, if we – as we looked at – if we look back over the last couple of years, a lot of our markets we – our execution in our marketing up and – the campaign has been spotty. It's been unpredictable. We took a somewhat different approach this year to how we developed our marketing for this January in our international market. And that combined with a lot of other I think smart ideas developed by their local teams, as well as those that were shared from other markets that we mentioned, improvements to our visitors sites, and improvements to kind of our promotional strategies, the combination of all of those aspects coming to bear, as well as I mean the program that we launched in January of 2016 Beyond the Scale, which was launched not only in the U.S., but was launched into our international market. It works everywhere. There is a general consumer desire to think more holistically about how they lose weight to move from pure dieting to turning to a healthier lifestyle. And those messages and the livability of our program resonate everyplace. And it's working. We're seeing strength in many of our Continental European countries, particularly France and Germany, which are our largest. And you mentioned Online, Online has been very strong in Europe. Your second question, I'm sorry.

The second question was about plans for the UK and our assessments and our plans to improve the market. We've got a team in place, intensely focused on the issue. It's an issue that not only Corinne, who runs our international business, but Thilo, Chris and myself are devoting a lot of time too. And we feel we're in a good place to look at ways of addressing our competitive position, everything from the type of marketing we do and our positioning to the consumer, to our field operations where we're very focused on improving UK performance.

I mean, it's fair to say right now the UK is our only major market that's not growing well.

Thanks. One other follow-up question just with regard to technology and the digital aspect of the business, obviously one of the big announcements for December was the Apple Watch subscription model. Just wanted to see what your expectations were for that plan, and it's early, but if you had any impressions from that, that announcement as well? And what other partnerships still may be out there on the digital side that are worth exploring, just any thoughts you might have on that?

I think it is terrific to see us exploring and testing and learning as we return to growth. And so, yeah, the ability for people to sign up for Weight Watchers Online and bundle that with an Apple Watch, we're thrilled to be working on that concept with Apple. To-date, it's a very small piece of our business, but it's an area of our business that we're interested to explore, especially as we see in the marketplace as a whole with those activity monitors and digital tools can be so useful complement to somebody on to Weight Watchers on their weight loss journey.

Yeah, this is Thilo, just following, from a product perspective, I think we believe we need to integrate with whatever consumers are using. I know our members appreciate that whatever fitness device they're using, it syncs with our product, and it just creates basically a seamless experience across following Weight Watchers and integrating other devices. So that's going very well.

Thanks.

It appears that there are no further questions. And I would now like to conclude today's Q&A session and in turn end the conference call for today. Thank you for joining in on today's presentation. You may now disconnect.