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): August 6, 2009

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	001-16769	11-6040273
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Madison Avenue, 17th Floor, New York, New York	10010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

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:

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

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

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

¨ 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 information contained in Item 2.02 of this Current Report on Form 8-K, including the text of the press release attached as 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 Item 2.02 and Item 9.01 of this Current Report on Form 8-K 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 August 6, 2009, Weight Watchers International, Inc. issued a press release announcing its financial results for its fiscal quarter ended July 4, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release dated August 6, 2009.

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: August 6, 2009	By:	/s/    Jeffrey A. Fiarman
	Name:	Jeffrey A. Fiarman
	Title:	Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit	Description
99.1	Press Release dated August 6, 2009.

EX-99.1

Exhibit 99.1

Contact Information:

Investors:
Weight Watchers International, Inc.	Brainerd Communicators, Inc.
Sarika Sahni	Corey Kinger
Investor Relations	(212) 986-6667
(212) 589-2751

FOR IMMEDIATE RELEASE

WEIGHT WATCHERS ANNOUNCES SECOND QUARTER 2009 RESULTS

NEW YORK, N.Y., August 6, 2009 – Weight Watchers International, Inc. (NYSE: WTW) today announced its results for the second quarter ended July 4, 2009.

Second Quarter 2009 Results

For the second quarter of 2009, net revenues were $372.5 million versus $400.0 million in the second quarter of 2008. Net income for the second quarter of 2009 was $58.8 million versus $46.6 million in the prior year period. Net income in the quarter was reduced by after-tax restructuring charges of $1.2 million associated with the Company’s previously disclosed cost savings initiatives. Excluding these restructuring charges from the second quarter of 2009 results and adjusting the second quarter of 2008 results to exclude a $30.3 million offset to revenue associated with the previously reported adverse U.K. VAT ruling, net income for the second quarter of 2009 was $60.0 million versus $67.2 million in the prior year period.

Earnings per fully diluted share were $0.76 for the second quarter of 2009 versus $0.59 for the prior year period. Excluding the restructuring charges from the second quarter of 2009 results and adjusting the second quarter of 2008 results for the U.K. VAT ruling, earnings per fully diluted share were $0.78 for the second quarter of 2009 versus $0.85 for the prior year period.

First Half 2009 Results

In the first half 2009, net revenues were $763.1 million versus $837.0 million in the first half 2008. Net income for the first half 2009 was $106.1 million versus $104.0 million in the prior year period. Net income for the first half 2009 was reduced by after-tax restructuring charges of $3.1 million associated with the Company’s previously disclosed cost savings initiatives. Excluding these restructuring charges from the first half 2009 results and adjusting the first half 2008 results to exclude a $27.9 million offset to revenue associated with the previously reported adverse U.K. VAT ruling, net income for the first half 2009 was $109.2 million versus $122.9 million in the prior year period.

Earnings per fully diluted share were $1.38 for the first half 2009 versus $1.31 for the prior year period. Excluding the restructuring charges from the first half 2009 results and adjusting the first half 2008 results for the U.K. VAT ruling, earnings per fully diluted share were $1.42 for the first half 2009 versus $1.55 for the prior year period.

“In the midst of this difficult economic environment, we were able to deliver second quarter earnings per fully diluted share nearly comparable to the prior year level, after adjusting for $0.06 per fully diluted share of unfavorable year-over-year foreign currency fluctuation,” commented David Kirchhoff, President and Chief Executive Officer of the Company. “While we are closely managing our operations for the near-term given this uncertain economic climate, we are continuing to invest in multiple initiatives that will result in a meaningful and substantial improvement in our long-term growth trajectory.”

The Company narrowed its full year 2009 earnings guidance range from between $2.50 to $2.75 per fully diluted share to between $2.52 and $2.70 per fully diluted share, excluding restructuring charges associated with the Company’s previously disclosed cost savings initiatives.

Second Quarter 2009 Conference Call

The Company has scheduled a conference call today at 5:00 p.m. ET. During the conference call, David Kirchhoff, President and Chief Executive Officer, and Ann Sardini, Chief Financial Officer, will discuss second quarter 2009 results and answer questions from the investment community. Live audio of the conference call will be simultaneously webcast over the Internet on the Company’s corporate website, www.weightwatchersinternational.com. A replay of the webcast will be available on this site for approximately 90 days.

Statement regarding Non-GAAP Financial Measures

The following provides information regarding non-GAAP financial measures used in this earnings release:

To supplement the Company’s consolidated statement of operations presented in accordance with accounting principles generally accepted in the United States, or GAAP, the Company has disclosed non-GAAP measures of operating results that exclude or adjust certain items. Net revenues, net income and earnings per fully diluted share are discussed in this release both as reported (on a GAAP basis) and excluding the impact of the previously disclosed cost savings initiatives from the results of the second quarter and first half 2009, and adjusting the results of the second quarter and first half 2008 to exclude the impact of the previously reported adverse U.K. VAT ruling. Management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the performance of the Company’s business and are useful for period-over-period comparisons of the performance of the Company’s business. While the Company believes that these financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies. See “Consolidated Statements of Operations” for the three and six months ended July 4, 2009 and June 28, 2008 included with this release for a reconciliation of the non-GAAP financial measures excluding the impact of the cost savings initiatives from the second quarter and first half 2009, and excluding the impact of the adverse U.K. VAT ruling for the second quarter and first half 2008 to the most directly comparable GAAP measures.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading provider of weight management services, operating globally through a network of Company-owned and franchise operations. Weight Watchers holds over 50,000 weekly meetings where members receive group support and learn about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. 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 and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, in particular, earnings guidance and any statements about the Company’s plans, strategies and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management 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 its marketing and advertising programs; the impact on the Weight Watchers brand of actions taken by the Company’s franchisees and licensees; risks and uncertainties associated with the Company’s international operations, including economic, political and social risks and foreign currency risks; the Company’s 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 Company’s business; the impact of events that discourage people from gathering with others; the Company’s ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; uncertainties regarding the satisfactory operation of the Company’s information technology or systems; risks associated with unauthorized penetration of the Company’s information security; the impact of disputes with the Company’s 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 the other holders of the Company’s common stock; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company's filings with the Securities and Exchange Commission (which are available from the SEC's EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company's website at www.weightwatchersinternational.com).

# # #

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

UNAUDITED

	July 4, 2009			January 3, 2009
ASSETS
Current assets	$	197.5		$	225.0
Property and equipment, net		37.3			37.5
Goodwill, franchise rights and other intangible assets, net		834.8			828.4
Deferred income taxes		4.5			8.1
Other		11.5			7.7
TOTAL ASSETS	$	1,085.6		$	1,106.7
LIABILITIES AND TOTAL DEFICIT
Current liabilities	$	507.3		$	495.1
Long-term debt		1,341.5			1,485.0
Other		29.6			13.6
TOTAL LIABILITIES		1,878.4			1,993.7
Shareholders’ deficit		(794.5	)		(887.5	)
Noncontrolling interest		1.7			0.5
TOTAL DEFICIT		(792.8	)		(887.0	)
TOTAL LIABILITIES AND TOTAL DEFICIT	$	1,085.6		$	1,106.7

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

	Three Months Ended July 4, 2009									Three Months Ended June 28, 2008
	Reported Results			Adjustment for Restructuring Charges			Adjusted Results			Reported Results		Adjustment for U.K. VAT Ruling		Adjusted Results
Revenues, net	$	372.5		$	—		$	372.5		$	400.0	$	30.3	$	430.3
Cost of revenues		165.0			—			165.0			190.0		—		190.0
Gross profit		207.5			—			207.5			210.0		30.3		240.3
Marketing expenses		53.2			—			53.2			59.5		—		59.5
Selling, general and administrative expenses		43.0			(2.0	)		41.0			49.2		—		49.2
Operating income		111.3			2.0			113.3			101.3		30.3		131.6
Interest expense		16.9			—			16.9			21.6		—		21.6
Other expense (income), net		(0.5	)		—			(0.5	)		—		—		—
Income before income taxes		94.9			2.0			96.9			79.7		30.3		110.0
Provision for income taxes		36.9			0.8			37.7			33.4		9.7		43.1
Net income		58.0			1.2			59.2			46.3		20.5		66.9
Net loss attributable to noncontrolling interest		0.8			—			0.8			0.3		—		0.3
Net income attributable to WWI	$	58.8		$	1.2		$	60.0		$	46.6	$	20.5	$	67.2
Earnings Per Share attributable to WWI:
Basic	$	0.76		$	0.02		$	0.78		$	0.59	$	0.26	$	0.85
Diluted	$	0.76		$	0.02		$	0.78		$	0.59	$	0.26	$	0.85
Weighted average common shares outstanding:
Basic		77.0			77.0			77.0			78.8		78.8		78.8
Diluted		77.1			77.1			77.1			79.1		79.1		79.1

Note: Totals may not sum due to rounding.

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

	Six Months Ended July 4, 2009							Six Months Ended June 28, 2008
	Reported Results		Adjustment for Restructuring Charges			Adjusted Results		Reported Results			Adjustment for U.K. VAT Ruling		Adjusted Results
Revenues, net	$	763.1	$	—		$	763.1	$	837.0		$	27.9	$	864.9
Cost of revenues		343.5		—			343.5		381.1			—		381.1
Gross profit		419.6		—			419.6		455.9			27.9		483.8
Marketing expenses		127.7		—			127.7		146.6			—		146.6
Selling, general and administrative expenses		86.7		(5.1	)		81.6		92.0			—		92.0
Operating income		205.2		5.1			210.3		217.3			27.9		245.2
Interest expense		33.7		—			33.7		46.9			—		46.9
Other expense (income), net		—		—			—		(2.5	)		—		(2.5	)
Income before income taxes		171.5		5.1			176.6		172.9			27.9		200.8
Provision for income taxes		66.7		2.0			68.7		69.5			9.0		78.5
Net income		104.8		3.1			107.9		103.4			18.9		122.3
Net loss attributable to noncontrolling interest		1.3		—			1.3		0.6			—		0.6
Net income attributable to WWI	$	106.1	$	3.1		$	109.2	$	104.0		$	18.9	$	122.9
Earnings Per Share attributable to WWI:
Basic	$	1.38	$	0.04		$	1.42	$	1.31		$	0.24	$	1.55
Diluted	$	1.38	$	0.04		$	1.42	$	1.31		$	0.24	$	1.55
Weighted average common shares outstanding:
Basic		77.0		77.0			77.0		79.2			79.2		79.2
Diluted		77.1		77.1			77.1		79.5			79.5		79.5

Note: Totals may not sum due to rounding.

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

UNAUDITED

	Three Months Ended
	July 4, 2009 Reported	June 28, 2008 Reported	June 28, 2008 Adjusted for U.K. VAT Ruling (2)
Total Revenues (in $ millions)
Meeting Fees	216.0	224.9	255.2
Product Sales	82.1	97.9	97.9
Internet Revenues	50.2	49.4	49.4
Franchise Commissions	3.5	4.5	4.5
All Other	20.6	23.4	23.4
Total Revenues	372.5	400.0	430.3
North America (in $ millions)
Meeting Fees	145.0	169.2	169.2
Product Sales	43.5	49.3	49.3
Total	188.6	218.5	218.5
International (in $ millions)
Meeting Fees	71.0	55.7	86.0
Product Sales	38.6	48.6	48.6
Total	109.6	104.3	134.6
Paid Weeks (in millions) (1)
North America Meeting Paid Weeks	14.6	16.4	16.4
UK Meeting Paid Weeks	4.3	4.1	4.1
CE Meeting Paid Weeks	3.4	3.4	3.4
Other Meeting Paid Weeks	0.7	0.7	0.7
Sub-total Meeting Paid Weeks	23.1	24.5	24.5
Online Paid Weeks	11.0	10.2	10.2
Total Paid Weeks	34.2	34.8	34.8
Attendance (in millions)
North America	8.5	10.0	10.0
UK	3.1	3.3	3.3
CE	2.3	2.8	2.8
Other	0.5	0.6	0.6
Total Attendance	14.5	16.6	16.6
WeightWatchers.com (in thousands)
End of Period Active Online Subscribers	843.0	781.0	781.0

Note: Totals may not sum due to rounding.

(1) The Paid Week metric reports total paid weeks by Weight Watchers customers in Company-owned operations for a given period. For meetings, Paid Weeks is the sum of total paid commitment plan weeks and total pay-as-you-go weeks for a given period. For Online, Paid Weeks is the total paid Weight Watchers Online subscriber weeks for a given period.

(2) In adjusting the 2008 reported results to exclude the offset to revenue for the previously reported U.K. VAT ruling with respect to the first quarter 2008 and periods prior to fiscal 2008 which was recorded in second quarter 2008, the reported results for “Total Revenues — Meeting Fees”, “Total Revenues — Total Revenues”, “International — Meeting Fees” and “International — Total” were adjusted by the aggregate amount of $30.3 million.

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

UNAUDITED

	Six Months Ended
	July 4, 2009 Reported	June 28, 2008 Reported	June 28, 2008 Adjusted for U.K. VAT Ruling (2)
Total Revenues (in $ millions)
Meeting Fees	441.9	480.4	508.3
Product Sales	174.7	208.0	208.0
Internet Revenues	98.7	94.9	94.9
Franchise Commissions	7.6	9.7	9.7
All Other	40.2	44.0	44.0
Total Revenues	763.1	837.0	864.9
North America (in $ millions)
Meeting Fees	301.0	335.5	335.5
Product Sales	92.6	107.1	107.1
Total	393.6	442.6	442.6
International (in $ millions)
Meeting Fees	141.0	144.9	172.8
Product Sales	82.1	100.9	100.9
Total	223.1	245.8	273.7
Paid Weeks (in millions) (1)
North America Meeting Paid Weeks	29.8	32.4	32.4
UK Meeting Paid Weeks	8.6	8.0	8.0
CE Meeting Paid Weeks	7.0	6.8	6.8
Other Meeting Paid Weeks	1.5	1.5	1.5
Sub-total Meeting Paid Weeks	46.9	48.7	48.7
Online Paid Weeks	21.8	19.7	19.7
Total Paid Weeks	68.7	68.4	68.4
Attendance (in millions)
North America	18.5	20.5	20.5
UK	6.5	6.6	6.6
CE	5.1	5.8	5.8
Other	1.2	1.2	1.2
Total Attendance	31.2	34.1	34.1
WeightWatchers.com (in thousands)
End of Period Active Online Subscribers	843.0	781.0	781.0

Note: Totals may not sum due to rounding.

(1) The Paid Week metric reports total paid weeks by Weight Watchers customers in Company-owned operations for a given period. For meetings, Paid Weeks is the sum of total paid commitment plan weeks and total pay-as-you-go weeks for a given period. For Online, Paid Weeks is the total paid Weight Watchers Online subscriber weeks for a given period.

(2) In adjusting the 2008 reported results to exclude the offset to revenue for the previously reported U.K. VAT ruling with respect to periods prior to fiscal 2008 which was recorded in second quarter 2008, the reported results for “Total Revenues — Meeting Fees”, “Total Revenues — Total Revenues”, “International — Meeting Fees” and “International — Total” were adjusted by the aggregate amount of $27.9 million.