Thank you to everyone for joining us today for Weight Watchers International’s first quarter 2009 conference call. With us on the call are David Kirchhoff, President and Chief Executive Officer and Ann Sardini, Chief Financial Officer. At about 4:00 pm Eastern time today the company issued a press release reporting its financial results for the first quarter 2009. 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 at www.WeightWatchersInternational.com. 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. The company does not undertake any obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. I would now like to turn the call over to Mr. Kirchhoff.

Thank you for joining us as we review Weight Watchers International’s performance for the first quarter of fiscal year 2009. Overall Q1 2009 was within our expectations and consistent with the overall guidance we provided on our last earnings call. As expected our business has been significantly impacted by two key factors, one, the global recession and two, the strengthened US dollar. With respect to the economy we felt the impact primarily in enrollments, US product sales and to a lesser extent a slight softening of retention due to increased credit card declines. NACO was the largest source of softness in results but was within our expectations while some of our overseas markets held up relatively better particularly the UK. WeightWatchers.com had a solid first quarter with low double digit growth in the exit subscriber base for its Weight Watchers online products. Finally licensing grew a respectable 5% on a constant currency basis despite our premium positioning. In reviewing our financial results I would like to remind everyone that our Q1 results versus prior year benefited from the timing of Easter which fell in the second quarter this year versus the first quarter last year. Our meeting business also marginally benefited from the fact that our fiscal 2009 year commenced on January 4th this year versus December 30th last year. The impact of these two timing events is most significantly seen in the attendance figures while revenue was less impacted due to our shift to a commitment plan pricing model. Total company Q1 revenues declined by 11% versus the prior year period. Most of this decline was due to the strengthened US dollar which impacted our results around the world particularly in the UK where the value of the UK pound against the US dollar declined by over 27% versus…

First quarter consolidated company revenues on a reported basis were $390.6 million a decrease of 10.6% versus $437 million last year. Two non-comparable items were responsible for most of the 10.6% decline in our first quarter year-over-year revenues, foreign currency conversion reduced our first quarter revenues significantly by $35.4 million or 8.1% representing 76% of the year-over-year revenue decline. In addition because of the timing in 2008 of an unfavorable UK VAT ruling we recorded the associated UK revenue reduction for both Q1 and Q2 2008 entirely in Q2 thus requiring a $2.3 million adjustment to Q1 2008 to achieve comparability. When we adjust 2008 Q1 for UK VAT and exclude the impact of foreign currency 2009 first quarter revenues were $426 million down 2% from $434.7 million last year. Now looking at the bottom line including the impact of our China joint venture, in the quarter we booked a $3.1 million pre-tax, $1.9 million net of tax charge associated with our previously disclosed first quarter cost savings initiatives. Net income in the quarter as reported was $47.3 million down 17.5% versus prior. As noted in our press release adjusting 2009 by $1.9 million of net restructuring charges and adjusting 2008 by $1.6 million net for UK VAT timing Q1 ’09 EPS was $0.64 as compared to $0.70 in the year ago quarter. If we also add back $0.05 of negative FX impact our 2009 EPS increases to $0.69 just $0.01 short of prior. Now recapping some of the operational trends that David discussed, globally in the meeting business first quarter paid weeks declined 1.8% versus prior while attendances declined 4.7%. Domestic paid weeks fell off by 5.5% but international paid weeks were up 5.5%. Monthly Pass penetration is increasing in our international markets where this product is less mature.…

During these difficult current economic conditions the strength of our business model allows us to manage the short term challenges our business faces while continuing to invest in upgrading and reinvigorating our platforms. We have substantially completed most of the restructuring and cost reduction activities we referenced on the last call and will achieve all of our targeted $13 million 2009 expense reductions. We will see the benefit of these savings beginning in Q2 and continuing throughout the year. as Ann referenced we took most of the restructuring charges associated with the aforementioned savings in Q1 this year. We’re making very good progress on many of these initiatives we reviewed at our Investor Presentation on March 5th. In particular we’ve completed the initial development of a new design for Weight Watchers centers which will be pilot tested in four existing locations by early summer. We believe that the new look and feel as well as the functionality of the new design reflects a significant step function improvement at a reasonable cost. This will allow us to better serve our members and to better present our brand. We are taking advantage of the weakened real estate market to improve the quality of our locations without significantly increasing costs. We’ve already begun to make location upgrades. With respect to 2009 EPS guidance we are maintaining our forecasted range of $2.50 to $2.75 per fully diluted share before restructuring charges. As noted earlier Q1 was a particularly difficult comparable as we did not have any of the restructuring savings and the negative impact of the currency conversion was at its most pronounced. While we expect currency to continue providing a headwind over the next few quarters its negative impact should begin to lessen as we proceed throughout the year. At this time Operator we would like to take questions.

(Operator Instructions) Our first question is from Jerry Herman – Stifel, Nicolaus & Company. Jerry Herman – Stifel, Nicolaus & Company: I’m wondering if you folks would be willing to update us on the penetration rates of Monthly Pass in the respective geographies? I know you talked a little bit about this at Investor Day and wondering if you can give us an update there?

In terms of the penetration of attendance in NACO we’re roughly in the same ballpark, around 60%, a little over 60%. UK is doing well, climbing close to 40%, Germany is way up in the 60s as is France. So we’re doing well I think across the board especially given the economy that we’re facing to penetration and Monthly Pass.

In particular in the UK still we were continuing to see upside as the conversion rates are increasing with each passing month. Jerry Herman – Stifel, Nicolaus & Company: You said Germany 60% plus?

Yes. Jerry Herman – Stifel, Nicolaus & Company: David, maybe could you give a little bit more color on the promotional type activities that might occur, how that would work and maybe what sort of changes may take place with Monthly Pass if any?

Historically the way Weight Watchers has promoted the meetings business has been through free registration which back in the pay as you go environment registration fees were not an insignificant portion of the cost of joining meetings. We found ourselves increasingly in a situation where with more and more of our members on programs like Monthly Pass, the allure of free registration is lost under the fluster compared to other promotions. In some respects you can kind of look at the NACO meetings business as operating still with the promotion but nothing unusual and certainly nothing that reflects any of the typical promotional activities that you’re seeing from a lot of other service companies and other retailers. So we’re now evaluating a number of different possible approaches that we’re going to be putting into test shortly so we can measure lift versus cost. I’d rather not go into the details of exactly what those promotions would be right now for competitive reasons, but I think we have a number of opportunities to significantly improve the value proposition to consumers and to do it in a way that doesn’t significantly impact the overall economics of our business. I mean one of the things that Monthly Pass affords us is a much greater revenue per enrollment cycle so it affords us flexibility in terms of how we think about charging for the product to get people in the door. Based on that we feel that with the testing protocols we now have in place we think that there’s a good opportunity to possibly put something new in place for NACO going into the fall campaign beginning at the end of August.

Your next question is from Christopher Ferrara – Bank of America Merrill Lynch. Christopher Ferrara – Bank of America Merrill Lynch: I’m trying to understand basically what you’re saying big picture here. It seems to me like even with the shift, you guys have guided to attendance being down high singles to low doubles, it seems like this quarter kind of came in sort of like that when you adjust for the timing shift and you’re also talking about taking a lot of measures on the promotion side to make things better. It almost sounds in tone like things are really worse than you thought on the attendance side and Q1 was really tough but yet the numbers don’t really seem worse than what you seemed to think before. I’m obviously misreading you somewhere but can you give a little color on that like what maybe I’m misinterpreting?

Possibly my tonality. Actually when I look at the attendance rates they’re very much in line with what we talked about when we reported the Q4 results and we first started talking about what we were seeing for Q1. There is no doubt that the economy is presenting some challenges and again, as particularly for NACO, we had hoped as we had finished the end of the year that having a really good program and a really good advertising campaign was going to provide sufficient umph to our efforts that it was going to offset the impacts of the economy. But, as I referenced during my remarks during the investor presentation, we’re in an environment right now where the consumer just was not receptive to hearing those messages. I’ve been very heartened by the fact that in our international markets, particularly the UK where we’ve been doing some interesting things with some cost effective price promotions that we’ve been able to show some very nice enrollment trends towards the end of Q1 going in to the spring campaigns. We look at that as a reflection of what a lot of people are seeing with this economy, that the consumer is being trained right this red hot minute to look for additional savings and value opportunities. So what I’m simply suggesting is that I think it’s just the reality of the environment we’re in that our largest business such as NACO which effectively has been at full price all throughout this economic period might need to take a somewhat aggressive stance. I think the timing for that is good because we were already getting to the point where it was time for us to start seeking alternatives to free registration as our most compelling promotional offer. So, there’s nothing going on…

I think in this recession I think we have to. It’s difficult to look at a single retail and service offering where they are not pulling that lever. So, the fact that we haven’t been I think is a missed opportunity with the benefit of hindsight and so we’re going to look to correct that as we go in to the second half of the year. Christopher Ferrara – Bank of America Merrill Lynch: Could that, and maybe this gets in to more detail than you wanted to but I mean, I presume since monthly passes is such a big piece of the business at this point, is monthly pass on the table as far as the pricing adjustment?

Well, monthly pass being our primary offer, I think if you look across our meetings offering those would be the things that we’d be looking to do. I think that the focus on promotion would be to increase higher trail because again retention has held up pretty nicely notwithstanding the slight bit of softening which I referenced which really hasn’t gotten any worse as we’ve gone through the first three months of the year compared to what we were seeing in the back half of last year. So, the issue with promotion is one of driving higher trial and getting more people in the door and therefore driving enrollments. What’s nice about monthly pass is given that you have such a high revenue per enrollment cycle, we actually have a fair bit of flexibility to try some different approaches to do that. So, monthly pass is absolutely on the table. The other point I want to make about monthly pass is that you might have heard me reference some of the improvements we’re making to the Weight Watchers online products specifically having Facebook like functionality in the form of social networking as well as having a significant iPhone application. I want to point out the fact that all of those product enhancements also accrue benefit to NACO’s monthly pass proposition. So again, when I think about sort of what monthly pass is going to feel like as we go in to the fall with social networking, with meetings, with all the tools, with an iPhone application, with everything sort of kicking and a compelling value proposition I feel very good about it.

Your next question comes from Analyst for Gregory Badishkanian – Citi. Analyst for Gregory Badishkanian – Citi: I just wanted to see if we could get a sense for attendance or recruitments, however you’d like to answer, how that trended throughout the quarter and even in to April excluding maybe the Easter shift and acquisitions?

I think what we’ve suggested is that for the second quarter particularly for NACO that we weren’t seeing a significant change in trajectory once you factor through the respective changes for holiday timing, etc. And, that we saw some possibility of some potential attendance upside in the second half of the year although we haven’t baked that in to our guidance forecast. We see some possibility for attendance upside depending on how the comparables go given that we’re going to be lapping the effects of the recession next year and give the potential upside from promotions, we haven’t used any of that to adjust our overall guidance for the business. As you probably heard me reference, the attendance tends for example in the UK have improved somewhat versus what we saw in the first quarter on kind of an apples-to-apples basis. In CE, it’s variable depending on the country but we’re seeing some signs of hope there. So, I think in those aspects of the meeting business I think that’s probably the appropriate level of attendance guidance. If that’s helpful. Analyst for Gregory Badishkanian – Citi: Just to clarify the attendance guidance, does that include acquisitions or is that excluding it?

That would for NACO include acquisitions which is give or take about a 2%. Analyst for Gregory Badishkanian – Citi: Have you seen any benefits from the locations you’ve upgraded in terms of retention or recruitment? Any additional color you have on that?

It’s too new to come to a conclusion on it. Analyst for Gregory Badishkanian – Citi: I was just wondering if you can give an update on the upside, the economics of the monthly pass and maybe the dollars per enrollment cycle if that’s changed at all.

It has not changed significantly. I did reference the fact that there was a slight bit of softening with retention with month pass but again, nothing more significant than what you would have seen in the financial results reflected in the second half. So, really no change on that dimension and I think actually if anything, some of the cost reduction initiatives we’re taking, particularly in Europe should reduce some of the gross margin hits we currently take on monthly pass having to do with fulfillment and transaction processing and things like that. So, on the cost side of monthly pass that’s some of the improvements that we’re seeing that we had outlined in our previous estimations around cost reduction activities.

Your next question comes from Michael Binetti – UBS. Michael Binetti – UBS: A quick housekeeping question, I think since the last time you guys guided when we talked to you guys in March you said that fx was going to be about $0.18 hit to your earnings guidance and I think the Pound and Euro have improved a little sense then. Is there any way you can give us an update on what you think the fx number is for the year?

Yes, it’s improved just about $0.01 at this point. Michael Binetti – UBS: For the whole year Ann?

Yes. Michael Binetti – UBS: Could you maybe help us walk through the cadence on the operating margin for the year? I think last time we talked you were hoping to hold the operating margin steady for the year, is that correct?

Actually I think we were also talking about the gross margin for the year. Yes, I can give you some color on that. Michael Binetti – UBS: Then also maybe how the SG&A and the marketing will play out in the quarters would be helpful.

In terms of the gross margin you saw that the first quarter was down 190 basis points. That is not what we’re expecting on a full year basis. The first quarter had some things in it that drove down the numbers but really aren’t part of the underlying run rate. In the quarter we had higher rental expense and some catch up rental expense, some other onetime things like a makeup supply chain hit. But, we expect to see a better picture in the second quarter. We won’t have 100% of our savings that we’ve gotten from our cost initiatives hitting in the second quarter but you will see some of it. In the third quarter you’ll start to see parody with prior, we will have the savings full embedded in and by the fourth quarter we could end up with a plus in gross margins. Even if we end up the year in sort of 50 to 100 basis points down versus prior I think that’s pretty good performance given where we are in gross margin and given the environment that we’re in. Looking at marketing our expectation on marketing is that it will hold roughly for the full year as a percent of revenues as compared to prior. It’s a combination of us kind of weeding out some inefficiencies in the marketing in the meeting business and then pumping some dollars in to dot com growth and collectively in to some of our foreign markets as well.

I think GM again, on sort of an as reported basis we would expect it to hold as a percentage of revenues given where we are reflecting some of the savings that we’ve been able to achieve. Michael Binetti – UBS: And when you maybe G&A could be within 100 points this year, that also obviously takes in to effect perhaps some promotional activities that might reduce top line meeting revenues? FM Yes, I kind of said 50 to 100. To a degree certainly outside the US we’ve got that embedded in to the numbers. In the US, we’re still doing some analysis so I can’t say that we’re 100% embedded in.

But if you think about it Michael, the guidance we provided didn’t assume either the upside from doing more aggressive promotions nor did it assume the gross margin impact so it assumes kind of no promotions in the second half and a continuation of the trend. Obviously, we wouldn’t be putting this in to place unless we thought we were going to get reasonable lift.

Your next question comes from Christopher Ferrara – Bank of America Merrill Lynch. Christopher Ferrara – Bank of America Merrill Lynch: I guess can you guys talk a little bit about the dot com business? I guess how are you thinking about the long term growth of the business? I mean local currency was up 11% which obviously is a very good number and you’re comping some really tough numbers but, how are you thinking about growth in that business over the next couple of years?

I think when I continue to look at dot com it’s still such a small level of penetration versus its target market or its target segments of self help dieters and we’re still just starting to scratch the service in terms of international expansion. Then furthermore, when I look at our ability and I look at some of the things we have sort of for launch this year and the continuation of product development activities going in future years to me there is no end in sight in our ability to continue driving growth. To add to your point, the fact that dot com was able to put up the kind of paid weeks growth that it did despite a difficult consumer environment I think is a reflection up to a certain extent the fact that it’s a lower priced product which certainly helps it but I think it’s more of a reflection of the fact that it still has more significant headroom and opportunity for further expansion. One thing that has been out there in a press release which you might have seen is that we recently launched Weight Watchers online in China. We don’t have plans to market it over the next few months because we really want to make sure that the product is set, that it’s been burned in properly and that the Chinese consumer is responding well. But, it’s another example of the fact that we continue to have significant international terrain in terms of growing that business. The other point I would make on dot com is, and I’m not saying that we would do this or not do this but I’m saying for example in NACO we’ve never really promoted it. We offer people a free week trial to induce but we haven’t…

Can you elaborate on what you mean by transaction drag? Christopher Ferrara – Bank of America Merrill Lynch: I guess maybe I have your supply chain wrong but I would have thought in international markets you’d still have some US dollar based production costs that would have driven local currency expenses higher as they take place in deflated currencies relative to the dollar?

Not so much. Most of what is in our overseas markets is sourced overseas. So, when you look at our international markets for ex tends to impact both top line and cost line to a similar degree.

You do have a line in the P&L that is called other expense and other income and that’s where the intercompany washes out to the extent that we do source in one place and put it in another but it’s very small.

By way of example it was a plus in our P&L last year while it’s a drag this year. Actually, as I think about it, the only other place where there is a little bit of what you’re describing is in dot com where all of the development happens in the US and so to the extent that those costs are shared with international that would be one place where you see a little bit of that drag but not that much. Christopher Ferrara – Bank of America Merrill Lynch: Also, I guess of the major drivers and I don’t want to make you run through this again because I know you hit it in some detail but the lower attendance per meeting that’s hitting gross margin and I know you said you are doing some research to figure out I guess if your meetings are in the right place, if I understood that right. Did I understand that right and is there a chance that you can close meetings or are you just not really thinking that way, you’re looking more for the boost in attendance rather than trying to shut meetings down?

I think when we look at meetings by in large the fixed cost for operating a meeting is not that significant. The majority of cost structure that is built in to meetings on the contribution line is very low in nature. So, when you’re looking at the decision to keep open or close a meeting you can also find yourself in a situation where it makes more sense to keep it open from a gross margin dollar perspective versus a gross margin percentage perspective. Furthermore, what we don’t want to do is inadvertently create havoc in the lives of our members. In some cases, we’re going to have on the margins some of those meetings where it just doesn’t make sense to sustain them at such low level of attendances and in those cases we would look to take some action and try and consolidate. There are certain places where there might be back-to-back meetings where it might make more sense to consolidate them in to a single meeting and a number of other circumstances like that. We’ve got a pretty good methodology for evaluating through that process and making sure that we do it in a way that’s careful that doesn’t inadvertently result in the loss of any significant level of attendances. So, we’re pretty methodical on our approach. Despite all that, as we think about, as Ann talked through the gross margin sort of view over the coming quarters with a view towards effectively keeping our meetings open, the gross margin hit of that if you look at it over the course of the year is included in that 50 to 100 basis point range in terms of sort of softness versus prior year. So, we feel like it’s at a manageable level that as we come out of the economy we’re going to be in a better position having kept a number of those meetings open as well.

Your next question comes from Michael Binetti – UBS. Michael Binetti – UBS: I just wanted to ask you, I think the post Easter period is a big new diet enrollment period for you and I was just wondering if you could give us a look at how the days or the weeks after Easter faired this year on a year-over-year basis.

I think that the guidance I was providing in terms of the trends we’re seeing in April were intended to sort of address that. I mean we typically don’t get in to our volume results on a day-by-day basis but the guidance I was providing is if you compare sort of campaign-over-campaign and period-over-period that the underlying trends we’re seeing as we now move in to this spring season in NACO are fairly similar to the trends we were seeing prior to the spring campaign season. So, not a significant change. As I referred to I think by way of example, those trends have been a little bit more positive in the UK reflecting I think some of the promotional activities as well as some other factors. But, I think it’s not a significant change on trend. Michael Binetti – UBS: If I could just follow it real quick, I think at the analyst day David you and I spoke about [inaudible] get some kind of a look at the return on investment [inaudible] around some of the new locations, how much you guys are having to put in to either revamping a current location [inaudible] closer to the street for curb appeal or something like that and then maybe [inaudible] can you give us a look at that?

Okay, there’s two dimensions to what we are talking about. One, is on location and the other is on updating the look and feel of the center. With respect to location, as I referenced, our intention is to take advantage of the current environment which is a bit more of a buyer’s market from a real estate point of view and to take advantage of that environment to try and lock in rental rates possibly for longer period of times either at lower rates for what is already a good location or in some respects more importantly to look to use it as a way to upgrading locations while staying cost neutral from a rent perspective. So, that’s the way that we’re approaching it on the location side particularly with respect to NACO. On the sort of center fit out branding look and feel side, the approach we’ve been taking, we’ve been working with a very good design firm that does a very good job with this is a recognition that just because something looks better doesn’t mean it has to cost more. So, the intention that we’re taking in to and developing kind of sort of the center of the future if you will is trying to keep it cost neutral for what we would typically pay anyway if we were to change locations or do a retro fit which we do on a regular basis each year of those locations. So, the relative capital in for any given location, the intention is to work like heck to kind of keep that cost neutral. Everything that we’re seeing so far suggests that we can do that. Michael Binetti – UBS: Is there any way you can give us maybe average attendance list [inaudible] new locations at all?

No, I mean the reason I can’t do that is its too new in the locations and we’re just in the process of building in the pilot locations. It’s still too early days. Michael Binetti – UBS: Is there anything new to talk about with the four centers you were testing in Wal-Mart?

No, nothing new at this point. We continue to be very satisfied with their performance.

There are no further questions registered at this time. I would now like to turn the meeting back over to Mr. Kirchoff.

Thank you for joining us today and I look forward to speaking with you again at our next quarterly earnings release.