105319--2/27/2006--WEIGHT_WATCHERS_INTERNATIONAL

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{product, market, service}

{operation, international, foreign}

{system, service, information}

{property, intellectual, protect}

{stock, price, operating}

{financial, litigation, operation}

{condition, economic, financial}

{debt, indebtedness, cash}

{stock, price, share}

{provision, law, control}

{acquisition, growth, future}

{regulation, change, law}

Competition from a variety of other weight management industry participants or the development of more effective or more favorably perceived weight management methods could result in decreased demand for our products and services. Our operating results depend on the effectiveness of our marketing and advertising programs. If we do not continue to develop innovative new products and services or if our products and services are not accepted by the market, our business may suffer. The Weight Watchers brand could be impaired due to actions taken by our franchisees and licensees. Our international operations expose us to economic, political and social risks in the countries in which we operate. We are exposed to foreign currency risks from our international operations that could adversely affect our financial results. We may not successfully make or integrate acquisitions. Disputes with our franchise operators could divert our management's attention from their ordinary responsibilities. Our results of operations may decline as a result of a downturn in general economic conditions or consumer confidence. The seasonal nature of our business could cause our operating results to fluctuate. Third parties may infringe on our brand name and other intellectual property rights, which may have an adverse impact on our business. We may in the future be subject to intellectual property rights claims. Any failure of our technology or systems to perform satisfactorily could result in expenditure of significant resources, impair our operations or damage our reputation. Our reputation and the appeal of our products and services offerings may be harmed by security breaches. Our businesses are subject to legislative and regulatory restrictions. Our debt service obligations and the restrictions of our debt covenants could impede our operations and flexibility. Artal controls us and may have conflicts of interest with other shareholders in the future. We are a "controlled company" within the meaning of the New York Stock Exchange rules and, as a result, qualify for exemptions from certain corporate governance requirements. Our articles of incorporation and bylaws and Virginia corporate law contain provisions that may discourage a takeover attempt.

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105319--2/27/2006--WEIGHT_WATCHERS_INTERNATIONAL_INC