8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

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

Date of report (Date of earliest event reported):  May 5, 2005

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	000-03389	11-6040273
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
175 Crossways Park West, Woodbury, New York		11797-2055
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (516) 390-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The following information, including the text of the press release attached as an exhibit to this Form 8-K, is furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition”.

The information contained in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On May 5, 2005, Weight Watchers International, Inc. issued a press release announcing its financial results for the first quarter 2005. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(c)Exhibits.  99.1Press Release dated May 5, 2005.

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SIGNATURE

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, hereunto duly authorized.

	WEIGHT WATCHERS INTERNATIONAL, INC.
DATED:  May 5, 2005	By:	/s/ Robert W. Hollweg
	Name:		Robert W. Hollweg
	Title:		Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit	Description
99.1	Press Release dated May 5, 2005.

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EX-99.1

Exhibit 99.1

Contact Information:

Weight Watchers International, Inc.	Brainerd Communicators, Inc.
John Sweeney, CFA	Corey Kinger
Director of Investor Relations / Financial Analysis	(212) 986-6667
(516) 390-1526

WEIGHT WATCHERS ANNOUNCES FIRST QUARTER 2005 RESULTS

WOODBURY, N.Y., May 5, 2005 – Weight Watchers International, Inc. (NYSE: WTW) today announced results for the first quarter ended April 2, 2005.

Weight Watchers International, Inc., Consolidated

For the first quarter of 2005, net revenues increased 17.3% to $330.0 million. Net income was $51.6 million, up from $36.8 million in the first quarter of 2004.  Fully-diluted earnings per share were $0.49 versus $0.34 in the prior year period.

Included in this quarter’s consolidated financials are results of WeightWatchers.com, Inc. our affiliate and licensee, as required by our adoption at the end of the first quarter of 2004 of FASB’s Interpretation, FIN 46R, Consolidation of Variable Interest Entities.  Accordingly,we are providing financial results both on a consolidated basis and excluding the impact of the consolidation of WeightWatchers.com, Inc.

Weight Watchers International, Inc., Results Excluding FIN 46R Impact of Consolidation

On a stand-alone basis, Weight Watchers International, Inc.’s revenues for the first quarter of 2005 were $306.4 million, up 8.9% from $281.4 million in the first quarter of 2004.  Net income was $55.0 million, compared to $48.7 million in the prior year period.  Fully-diluted earnings per share increased to $0.53 in first quarter of 2005 compared to $0.45 for the first quarter 2004.  The first quarter of 2005 benefited $0.03 from an unscheduled debt payment from WeightWatchers.com, Inc. and the first quarter of 2004 included a $0.02 charge related to the early extinguishment of debt.

Commenting on the Company’s results, President and Chief Executive Officer, Linda Huett said, “Overall, I am pleased with our first quarter results and believe that they signal the return of this Company to its more traditional growth trajectory.”

For Fiscal 2005, the Company now expects to earn between $1.88 and $1.98 per fully diluted share, excluding the impact of FIN 46R.  This guidance includes the $0.03 benefit received in the first quarter relating to the unscheduled debt payment from WeightWatchers.com, Inc., which was not included in previous guidance.

First Quarter Conference Call

The Company has scheduled a conference call today at 5:00 p.m. EDT.  During the conference call, Linda A. Huett, President and CEO, and Ann M. Sardini, CFO, will discuss first quarter results and answer questions from the investment community. Live audio of the conference call will be webcast at http://www.weightwatchersinternational.com.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading provider of weight loss services, operating in 30 countries through a network of company-owned and franchise operations. Weight Watchers holds over 46,000 weekly meetings where members receive group support and education about healthy eating patterns, behavior modification and physical activity. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers 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. Weight Watchers International 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. Readers are advised to review our filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at http://www.sec.gov, at various SEC reference facilities in the United States and via the company’s website at http://www.weightwatchersinternational.com).

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

	April 2, 2005		January 1, 2005
ASSETS
Current assets	$	135.3	$	125.8
Property and equipment, net	16.5		17.5
Goodwill, franchise rights and other intangible assets, net	587.8		588.0
Deferred income taxes	75.4		78.0
Deferred financing costs, other	6.5		6.9
TOTAL ASSETS	$	821.5	$	816.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	183.5	$	152.7
Long-term debt	388.4		466.1
Other	0.8		1.0
TOTAL LIABILITIES	572.7		619.8
Shareholders’ equity	248.8		196.4
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	821.5	$	816.2

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended April 2, 2005								Three Months Ended April 3, 2004
	Consolidated Results		Less Impact of FIN 46R			WWI Stand Alone			Consolidated Results			Less Impact of FIN 46R			WWI Stand Alone
Revenues, net	$	330.0	$	23.6		$	306.4		$	281.4		$	—		$	281.4
Cost of revenues	148.1		6.9			141.2			131.0			—			131.0
Gross profit	181.9		16.7			165.2			150.4			—			150.4
Marketing expenses	61.1		7.7			53.4			46.5			—			46.5
Selling, general and administrative expenses	30.8		3.8			27.0			21.7			—			21.7
Operating income	90.0		5.2			84.8			82.2			—			82.2
Interest expense, net	4.7		0.5			4.2			4.4			—			4.4
Other (income) / expense, net	0.6		9.9			(9.3		)	(3.8		)	—			(3.8		)
Early extinguishment of debt	—		—			—			3.3			—			3.3
Income before income taxes and cumulative effect of accounting change	84.7		(5.2		)	89.9			78.3			—			78.3
Provision for income taxes	33.1		(1.8		)	34.9			29.6			—			29.6
Income before cumulative effect of accounting change	51.6		(3.4		)	55.0			48.7			—			48.7
Cumulative effect of accounting change	—		—			—			(11.9		)	(11.9		)	—
Net income	$	51.6	$	(3.4	)	$	55.0		$	36.8		$	(11.9	)	$	48.7
Basic Earnings Per Share:
Income before cumulative effect of accounting change	$	0.50	$	(0.04	)	$	0.54		$	0.46		$	—		$	0.46
Cumulative effect of accounting change	—		—			—			(0.11		)	(0.11		)	—
Net income	$	0.50	$	(0.04	)	$	0.54		$	0.35		$	(0.11	)	$	0.46
Diluted Earnings Per Share:
Income before cumulative effect of accounting change	$	0.49	$	(0.04	)	$	0.53		$	0.45		$	—		$	0.45
Cumulative effect of accounting change	—		—			—			(0.11		)	(0.11		)	—
Net income	$	0.49	$	(0.04	)	$	0.53		$	0.34		$	(0.11	)	$	0.45
Weighted average common shares outstanding:
Basic	102.7		102.7			102.7			106.0			106.0			106.0
Diluted	104.6		104.6			104.6			108.6			108.6			108.6

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

(IN MILLIONS)

	Three Months Ended
	Apr 2, 2005	Apr 3, 2004
Attendance
North America	9.8	9.9
International	8.2	8.0
Total Attendance	17.9	18.0
Supplemental Attendance Detail
UK	4.0	3.8
CE	3.2	3.2
Other	0.9	1.0
Total International Attendance	8.2	8.0
North America
Meeting Fees	115.4	107.2
Product Sales	44.0	41.7
Total	159.4	148.9
International
Meeting fees	79.8	73.3
Product Sales	45.8	44.7
Total	125.6	118.0
Total WWI Sales
Meeting Fees	195.1	180.5
Product Sales	89.9	86.4
Domestic Franchise Commissions	3.8	4.2
Foreign Franchise Commissions	2.1	1.9
All Other	15.4	8.3
Total WWI Sales	306.4	281.4

Note: Totals may not sum due to rounding.