105319--3/3/2010--WEIGHT_WATCHERS_INTERNATIONAL

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{product, market, service}

{operation, international, foreign}

{property, intellectual, protect}

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{stock, price, operating}

{financial, litigation, operation}

{condition, economic, financial}

{debt, indebtedness, cash}

{operation, natural, condition}

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Competition from 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 services and products. If we do not continue to develop innovative new services and products or if our services and products do not continue to appeal to the market, our business may suffer. Our business depends on the effectiveness of our marketing and advertising programs to attract and retain members and subscribers. 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 acquisitions or enter into joint ventures and we may not successfully integrate, operate or realize the anticipated benefits of such businesses. Our business 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. Any event that discourages people from gathering with others could adversely affect our business. Third parties may infringe on our brand 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 an adverse impact on our business. Our reputation and the appeal of our services and product offerings may be harmed by security breaches. Disputes with our franchise operators could divert our management s attention from their ordinary responsibilities. 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--3/3/2010--WEIGHT_WATCHERS_INTERNATIONAL_INC