Ladies and gentlemen, welcome to Weight Watchers International's Second Quarter 2012 Earnings Teleconference Call. (Operator instructions) As a reminder, this conference call is being recorded today, Wednesday, August 1, 2012. At this time, I would like to turn the call over to Ms. Lori Scherwin of Weight Watchers International. Please go ahead.

Thank you, operator, and thank you to everyone for joining us today for Weight Watchers International second quarter 2012 conference call. With us on the call is David Kirchhoff, President and CEO. At about 4:30 Eastern Time today the company issued a press release reporting its financial results for the second quarter of fiscal '12. The purpose of this call is to provide investors with some further details regarding the company's financial result as well as to provide a general update on the company's progress. The press release is available on the company's corporate website located at www.weightwatchersinternational.com. Reconciliations of non-GAAP measures disclosed on this conference call to the most directly comparable GAAP financial measures are also available as part of the press release. 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. Please refer to these filings for a more detailed discussion of forward-looking statements and the risks and uncertainties of such statements. All forward-looking statements are made as of today and except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. As has been previously been announced, the company has hired a new Chief Financial Office, Nick Hotchkin, who starts his employment with the company as of August 20 of this year. Consequently, for this call, David's remarks will also cover the financial section of the company's results. I would now like to turn the call over to Dave. Please go ahead.

Good afternoon and thank you for joining as we review Weight Watchers International's performance for the second quarter of fiscal 2012. Overall, Q2 2012 financial results were in line with our expectations and previously provided guidance. However, as we will discuss later, we are now taking a more cautious view of the second half of the year. During June and July we've seen weakening in our business trends we believe driven by the combination of increasing uncertainty in the economy, as well as some indications of wear-out of our current advertising campaign in the U.S. Turning back to a review of the second quarter. On a constant currency basis Q2 2012 total revenue was up slightly at plus 2.3% over the prior year period. With meeting fees down 5.5% and meeting product sales down 8.1% and Internet revenue growing 31%. Global combined paid weeks were up 11% in Q2 2012 versus the same period last year. Global meeting paid weeks were down 4.7% in Q2 while global paid weeks for our online product were up 30%. For Q2 2012 our operating income margin was effectively flat to prior. While gross margin was up 1.5 percentage points, marketing as percentage of revenue was up 1.8 percentage points primarily reflecting continued investment and driving awareness of our Weight Watchers online product. G&A, as a percentage of revenue, was close to flat versus prior. Q2 2012 EPS was $1.36 compared to $1.17 for the same period in 2011 benefitting from a share repurchases earlier this year. We experienced about $0.06 of unfavorable Forex impact in the second quarter of this year versus prior. I will now briefly review our results on our major geographies and business units. First, our North American meeting business. Total make on revenue, which includes the U.S. and Canada…

Thank you. (Operator instructions) Our first question is from Christopher Ferrara, Bank of America. Please go ahead. Christopher Ferrara – Bank of America Merrill Lynch: Hey, thanks. David, can you talk a little bit about CPs and marketing and I guess a decision to keep the marketing budget in dollars despite the weakness. I mean I know it would sound like the right thing to do, but I think it deviates a little bit from what we've seen from you guys in the past. So, can you just talk about your feeling on the returns on those investments and the change in philosophy there?

Yeah, its a great question, Chris, thank you. When I look at the marketing spend, let me first make the distinction between the marketing investments we've made in the dot.com business versus the investments we've made in the meetings business. We continue to feel good about the marketing investments we've made in the dot.com business relative to many of our expected CPAs in overall marketing efficiency. I mean with some of the general top line weakness we've seen in June and July that we're expecting to go into the second half, that will obviously have somewhat of a deleterious impact on marketing efficiency, but we continue to believe that the return on investments on those dollars are going to continue to be attractive You know, what we saw is what we got into June and July, which was something that we weren't expecting is that ramped, for example, four weeks of advertising in June and we've been running another four weeks of advertising in July and, you know, frankly we simply did not see a very meaningful lift in terms of enrollment levels when we turned on advertising versus when advertising was off. And to us that's a pretty clear indication that the advertising messages that we're delivery, which as you heard me mention in my remarks are getting toward very much of the tail end of that campaign are just not having salience with consumers, particularly in kind of this current macro contest. So we think it's sort of the combination of general consumer sentiment and the fact that we're now effectively in the third year of this particular marketing campaign. And those two things they came on a lot faster than we expected in terms of what seems to be wear-out and that the fact that we didn't…

Well, if you look at the G&A for the second half of the year, in particular there's a number of ins and outs. You know there's things as esoteric as copying against an accrual drop that we have last that we don't have this year. That's impacting G&A. You know we're out of time on our lease of our office building so we're having to incur some costs for a move that's going to be happening in April of next year. So, there were a number of one-time events that we couldn't avoid or move out of. The areas where we're particularly seeing G&A spending that we're continuing to sort of push behind are what we consider to be kind of critical investment areas. So, for example, our efforts around B2B and related healthcare initiatives that, for example, includes a significant strategy consulting effort in the healthcare space, which is going to be an important part of building out that sort of three-year strategic plan. We felt that it was important to continue to investing behind that given the critical roll we believe that that nascent business unit is going to play in our future over the coming years. And related to that there's a certain amount of technology spend that we're having to deploy, particularly in data capture and meeting rooms that's going to be important in terms of unlocking that opportunity. On the other hand, when I look at other aspects of G&A, I would characterize the organization as having a fairly high degree of lockdown in terms of deferring hirings, cutting back expenses anywhere we can find them and so we're in kind of the balancing act of making sure we don't cut off oxygen to critical investment areas, while at the same time sharpening our pencils in places where its not going to have a meaningful impact on business results. Christopher Ferrara – Bank of America Merrill Lynch: That's helpful and then just one last one on dot.com, I guess. I know you're saying, again, (inaudible) very well this quarter. Right? In the back half of the year you're looking at 15% to 20% growth, I think you said. Can you talk about the cadence of that? Right? I mean are we talking a much growth rate in Q3 versus Q4 or do you think they'll be relatively evenly spread? And then if you could kind of comment even if its qualitatively on the growth rate of that business and the sustainability of the annual growth number.

Yeah. I mean the expectation we have in terms of volume growth in paid weeks in Q3 and Q4 are fairly comparable, looking for, lets say, give or take 15% to 20% paid weeks growth. There might be a little bit of variation within that. You know, if you look at what impacts dot.com, its both a combination of the advertising that's specifically developed to drive awareness to dot.com product, but it also the dot.com product benefits as the brand in general is doing well. So, if your brand campaign, the (inaudible) campaign loses a little bit of salience, that also has somewhat of a negative impact on the dot.com business. And then, furthermore, the same thing is true for being at the tail end of the innovation cycle. So, therefore, in a lot of what we're doing in forecasting the second half of the year is really based on making a judgment call based on what we saw, which was a relatively more sudden shift in June and July and choosing to be conservative on that basis. As we enter 2013, we obviously have a different set of expectations on the online business because we kind of get back to the point that, yes, the economy is still difficult, but then the dot.com business you have the benefit of the fact that it has a relatively lower price point, which has traditionally allowed it fair better during the recessionary environment that we've now been in for the past three or four years. And then if you add on top of that the benefit of program news, continued innovation around the actual set of software tools and new marketing campaigns that we believe that those are the types of things that are going to allow us to sort of push growth back into the volume of that business. Also, recognize that, for us, by the time you get into the second half of the year, in terms of marketing levers, there’s really not that much left. We have a fall campaign, which is our lightest campaign of the year, versus winter and spring. It’s not very many weeks, and then you’re kind of like - we basically go dark in November and December, so there’s not a lot to be done to shift the trends. So, I think a lot of what you’re hearing, both about .com as well as with meetings business more broadly is the reflection of the fact that given what we’re seeing right now, given the degrees of freedom we have and the options we have in the second half, this really is lending us to spend therefore the vast majority of our time of doing what we can to manage as financially responsibly as possible in the second half, while making sure that we’re in position as we enter January 2013. Christopher Ferrara – Bank of America Merrill Lynch: Okay. Thanks for all the color, Dave.

Yep.

Thank you. The next question comes from Jerry Herman of Stifel Nicolaus. Please go ahead.

Thanks. Good afternoon, everybody.

Hey, Jerry.

Dave, the first question is about pricing, and in particular any evidence that last year’s increases are having an impact, especially in light of the extra economic circumstances? Then, conversely, sort of given that notion, would the new program also be potentially accompanied by some promotional activity?

In terms of pricing, it’s always a little difficult for us to tease out what might be impacting our ability to bring members in or in better years, what’s helping our abilities to bring members in. But specifically with pricing, I can’t rule out the possibility that is contributed a little bit to the effect that the headwinds are having on us. I would tell you on a positive note that I can say definitively is that the price increase has had zero negative impact on retention. In other words, we’re able to see people who came in at the new price look at their retention trends longitudinally, and compare that to people who came in at the old price, look at their retention trends longitudinally and we don’t see a difference between the two. So, from a retention point of view, we don’t see anything. From an enrollment point of view, it’s harder to tease those things out. What I would tell you is that the price increase we took this year, which again was the first one we had taken in six years, at the rate in which the consumer economy is going, at some point if you want to take pricing, you have to take pricing. Because, given that it doesn’t seem like the consumer environment is going to turn around anytime soon. I don’t necessarily have any second guesses or regrets about increasing pricing in January. I certainly believe that as we enter a 2013, were there any issues in terms of it having an ability of us to attract new members, I think that would be largely mitigated. Also keep in mind, the way we communicate that price increase is we tend, in our marketing and in our web pages where we talk about the…

Great, thanks. You alluded to, actually, the next question I was going to ask, and it’s about retention. Can you perhaps update us on the retention trends and some of the key channels in the business, i.e. pay weeks, pay as you go, and online?

Yeah. The continued good news for us is that even during economically tough times where tension has continued to show itself to be incredibly resilient. So, despite the fact that we’ve seen a fairly steady drop in consumer confidence throughout 2012, we haven’t seen any drop in retention on either monthly pass or on Weight Watchers Online. So, those will continue to hold up really well. It’s a bit of a recurring theme, is that when the economy bites us it does it almost exclusively in the form of our ability to enroll new members into the program. Again, it’s why we’re as focused as we are in making sure that we have something that’s much higher impact as we go into 2012 so we can be much more effective in turning some of those trends around.

Great, thanks. I’ll turn it over.

Thank you. Our next question is from Brian Wang of Barclays. Please go ahead. Brian Joseph Wang – Barclays Capital Inc.: Yeah. Hi, David. Actually, just a follow up on the last question, aren’t enrollments a much smaller percentage of the total in the second half of the year? So, I guess if you’d just comment on that.

Yeah, they absolutely are a smaller percentage of total. If you look at the enrollment impact on our business, when I think about it, I actually think about it for seven months of the year because I start with June, which is when we first started seeing the slowdown. I take it, and I just basically take June and July and I project it forward across the five months that follow. September and October are pretty strong months for us, whereas November and particularly December are relatively soft, except for the last week of December, which is typically a very big week. So, if you look at the seven months that we’re talking about versus the first five months, I think it’s safe to say the first five months are a bit bigger, but not necessarily as much bigger as you might think. Brian Joseph Wang – Barclays Capital Inc.: All right.

Thank you. I’m sorry. Brian Joseph Wang – Barclays Capital Inc.: Hello? Yeah. I had a couple other follow ups.

Yeah, please. Brian Joseph Wang – Barclays Capital Inc.: Oh, thank you. Which is also, yeah, going on the small accounts business, I guess, what changes have you made in people, accountability, or incentive that gives you the confidence that that’ll be executed better going forward or for the following…

Yeah. Kind of everything, which is we have a new person who is responsible for the sales organization in that small accounts business. We’re putting in an entirely new process that we’re using to measure and keep track of inbound leads, conversion of leads, getting a much clearer visibility into the pipeline per sales rep. Putting in sort of, frankly, sales tools that, honestly, when I look back I would argue that we probably should have had in place in the first place. But again, it’s sort of as we’re kind of getting better at becoming sort of more [fast flow] in what I’ll call B2B skills, we’re employing a lot of those practices that you would expect from a company that perhaps would have already been doing it for 20 years. So, we’re putting in a pretty wide - we really have had a full chord press on that business over the past six months. Going through every single nook and cranny of it and completely changing around the entire way that we manage it and being much more focused on it. Frankly, more focused on it than we’ve been in the 12 years plus I’ve been associated with weight watchers. When I look at the plans that we have in place and I look at the amount of attention being put against it, and I look at the leadership we’re deploying against it, it makes me feel much more confident that we’re going to be in a much better position going into this October than we were when we were going in last October. Brian Joseph Wang – Barclays Capital Inc.: All right. Can you just let us know - I think first quarter, is the attendance in that small accounts business was down about 30%. Can you give us an update for what that was in second quarter?

It was down less in the second quarter. What I would say is that was at least as significant is that if attendances were down 30%, enrollments were down even more than that in the small account portion of that business. So, what I would say is that the attendance trends, and actually more specifically the paid weeks trends that we’ve seen have continued to moderate over the course of the year. Again, we had hoped that we were going to be able to cross the line and come even with prior year by this time. That’s not happening quite yet. But I think now we’re talking more in kind of the single digits on paid weeks, versus prior today than as opposed to where we were in the first quarter. Brian Joseph Wang – Barclays Capital Inc.: All right. Do you have any visibility into if those customers are going to some of your competitors, whether they’re self-dieting, or whether they’re just not doing anything? I don’t know if you have any visibility into that?

I think that the trick, the problem, or however you want to think about it is that there’s really not that many competitors that do exactly what we do in terms of providing group support and behavior modification for weight management for corporate customers. So, I think what literally happens is that - and again, I’ll continue to press upon the point that this was the small accounts portion of the business. Our business in the large accounts side of the portfolio is up significantly in double digits. So, we’re doing fine. We have new accounts that we just brought on board, yet again this quarter. That part of the business is doing fine. In fact, the only thing that’s at all an issue in the strategic business is that we’ve had to allocate so many resources to clean up the small account. We didn’t have quite as much focus on building up the strategic side of the business as we would have liked. Fortunately, we’re kind of moving past that point until we can start bringing more attention back to the strategic side of the business. If you go back to the small account portion of the business, a lot of times this would be a local school, where historically we had a 20-person meeting. As a result of us not being able to get enough critical mass for the meeting, I think what’s mostly happening is they’re simply not having a meeting onsite. So, the opportunity now comes back to us to, as we approach this coming January, to win back as much of that business as we possibly can, as well as bring in new small account business. Brian Joseph Wang – Barclays Capital Inc.: All right. Then, just one last one touching on the large employer, obviously you said it was up double digits. But I’m guessing that’s off a pretty small base. You’ve talked about it a lot. I guess what gives you the confidence that you’ll succeed with this initiative, and what can you share with us that will give us a little bit more confidence? I know you’ve invested obviously a lot of money into that, and you talk a lot about the opportunity, which we agree is huge. But I guess we get, not a huge amount of color on just the progress that’s being made.

Let me say a couple things on that. First off, I agree that we have not yet been at a position to provide the clarity for the investment community that we’d like to in terms of a lot more specifics around our plans, milestones, and targets for the large account business. We’re in the process of actually pulling a lot of that together as we speak. I think on the coming next couple of calls, without being too definitive on timing, we’re going to be able to share a lot more specifics in terms of what our two to three-year expectations are for that business. Because I can understand that without seeing that it’s kind of hard to measure and understand success. What I would say for right now is that, that business was almost negligible three or four years ago. There were like two or three, or four, or five accounts that were meaningful. It’s now about, give or take, a quarter of our corporate portfolio. So, it’s become material and significant for us. What I would say is that, even though it’s become material and significant, even today if you look at the number of accounts we have where we have meaningful business… The way it is tending to work is they tend to be large, kind of leading edge, wellness, HR practice organizations, where we’re seeing really high penetration and participation rates, sometimes going into the double digits across all employees. So, what we tend to have right now is a small but increasing base of highly engaged accounts. If you look at the business for as large as it is, versus the penetration across all of the large strategic accounts that we might target, where we would have and hope to have large penetration, I would…

Yeah. I think again, what I would talk about is, specifically to the slowdown, I would suggest that the slowdown that we’re seeing in June. That we’re now forecasting throughout the rest of the year, again is significantly a function of where we are relatively speaking on the advertising campaign and where we are into the innovation cycle. So, my inclination would not be to overly extrapolate from what we’re saying we’re going to see over the next six months, to extrapolate that beyond, for those reason. That said, you’re right, last spring, we turned on advertising to men for the first time. This year, we’re on air with men winter, spring, and fall. We turned on advertising for the first time for .com in CE, this January. Now we’re on January, spring, and to a certain extent in a couple selective places in fall. What I would suggest though, is that even in some of those places, we’ve been on in relatively light weight in not very many weeks of the year. What we’ve typically done is that as we’re able to work out CPA targets to our satisfaction, we look for opportunities to be on air more weeks and to look for opportunities to potentially heavy up GRPs per week. So, as we look at the .com business, the way I generally look at is… For example, if you take the U.S. You look at paid weeks for online and paid weeks for meetings. For the first time, online paid weeks are now surpassing the level of paid weeks we have in meetings. However, if I look at the relative price point of Weight Watchers Online at $18.95 a month, versus meetings at $42.95 a month, I would argue that the paid weeks for online should be actually quite a bit bigger than what we’re currently seeing for the meetings. What that suggests to me is that we still have a good distance to go until we start to sort of more fully penetrate this opportunity, even within our existing countries, more mature countries such as the U.S. Brian Joseph Wang – Barclays Capital Inc.: All right, thank you.

Yep.

Thank you. Next question is from Peter Wahlstrom from Morningstar Investments. Please go ahead.

Good afternoon. Thanks for taking my question.

Absolutely.

Certainly, in the last couple months we’ve seen headlines about new diet pills coming to market and FDA approval and so forth. You’ve talked about what turned out to be fad diets in the past. Could you talk a little bit about how you might have, or you might be baking in those pills coming to market in the second half, into your full-year projection?

We’re not assuming any impact of diet pills in our forecast for the second half. For the simple reason that we don’t think that you’re going to see significant deployment of diet pills in the second half. If you look at what is going to be required for them to get full release to start marketing diet pills the way that they’re looking at scaling up their efforts in terms of reaching out to doctors, and the fact that as it currently stands, very few health plans actually provide reimbursement for diet pills. There are a lot of unanswered questions in terms of what their relative price points are going to be, how doctors are actually going to feel about prescribing them. The way I look at these two particular diet pills, and I think it’s interesting to look at the FDA language around it, in which they suggested that these diet pills could be beneficial to lifestyle change efforts. To me that’s interesting because it’s not that they’re saying, “Take this pill to lose weight, and you’ll be more effective if you also change behavior.” They’re saying, “Change behavior, and this pill might make you more effective in doing so.” In other words, lifestyle change remains at the center of what the recommendation is to physicians, with respect to even medication. Now, you have two medications out there. One is lorcaserin, in which the clinical outcomes haven’t been particularly stellar compared to - if you look at average weight loss compared to other weight loss drugs that have been out in the market. But it has the advantage of having relatively modest side effects. Then you have another in the form of Qnexa, which would appear to have somewhat better weight loss outcomes, particularly at heavier dosages. But the…

Okay, thank you. Circling back to the retention item, given the outlook and kind of weaker consumer sentiment, I was wondering if you are seeing, maybe a shift in the current population, current subscribers, from the meeting to the online? As you point out, Weight Watchers is a discretionary purchase. Are they looking to pair back, or are those individuals just dropping out entirely? Or could they be changing channels?

None of the above. In fact, what we’re saying is that, once people are with us, we’re seeing good economy, bad economy - recently it’s been only bad economy - but once people are with us and once they’re enrolled, we’ve seen literally no change in retention behavior. So, in other words, we haven’t seen any loss of retention in our meetings product over the past seven months, and we look at this longitudinally every month. So, what we’re not seeing is people down-trading from meeting to online at any greater rates than we’d ever seen in the past, nor are we seeing any indications of increase in cancelation rates as a result of softening consumer sentiment.

Okay and one last item. As you see a structural growth in the .com business, are you also able to sell the Weight Watchers product? The products that you sell in meetings currently, do you have the same success with the take rate for that individual who is a .com subscriber?

We don’t, and we think it’s an opportunity going into the future. You can purchase products via ecommerce is you’re a Weight Watchers Online subscriber. So, you can buy the bars and the pedometers, and those types of things. The penetration of those sales with the online subscribers is a tiny fraction of what we’ve seen with meeting members. But the .com team has increasingly become focused on trying to identify ways of potentially increasing penetration of ecommerce sales against the subscriber base. We’ll see how far it gets, because I think one of the issues with ecommerce is that, unlike when you’re in a meeting room and you’re sort of seeing kind of everything right in front of you, I think it’s hard to match the level of sort of impulse purchasing behavior that you’re going to see in a Weight Watchers meeting room. But nonetheless, I would argue that there’s probably more opportunity in driving ecommerce sales against Weight Watchers Online subscriber base. How meaningful that would be in terms of the overall scope of the financials of the organization is yet to be seen, but it is something that’s on our mind.

Okay, thank you very much.

Thank you. The next question is from Greg Badishkanian from Citigroup. Please go ahead. Greg Badishkanian – Citigroup: Great thanks. Just, the first question is, I know you said the new innovations for 2013 won’t be as big as the ones that were launched last year. But, could it be pretty sizeable relative to some other kind of smaller launches that you’ve done in the past? Or how would you categorize how impactful it could be?

Yeah. It’s always a little hard for us to judge these. What I would say is that internally, we love it. The response that we’re getting internally, including from the people who were actually responsible for delivering it, all the early indications are terrific. It is definitely more significant than the change that we put in this year, which I would say was a pretty modest level of innovation. So, I think it’s what we would typically… If I had to ballpark it, I would say it’s what I would categorize as what we’ve historically called a major innovation. So, let me kind of provide a little bit of color around my definitions. I think of innovations in three buckets. One is platform change. The next level down is major innovation, and the next level down below that is what I would call minor innovation. I would call PointsPlus 2012 a minor innovation. I would call PointsPlus itself a platform change, platform changes typically being every 10 years. Major innovations for us have typically been every two to three years. Momentum was a major innovation. There were a number of others like it. I would put this current rate in that category. At least that’s the expectation we have for it as we’re thinking about our marketing and PR plans as we go into January. Greg Badishkanian – Citigroup: Good, thank you.

Thank you. The next question is from John Faucher of J.P. Morgan. Please go ahead.

Thanks. Two questions, first off, on the online business, you talked about maybe seeing some other trends in online with some competitors. Are you seeing any shift to some of the free products that are out there with the economic weakness, and do you perceive this as being more of a threat if the economic weakness continues? Then, secondly, it seems as though some of the executional problems this year came from trying to execute a number of different ideas at once, most of those in the first quarter. You’ve still got a lot on your plate at this point, so can you talk about sort of managing through lots of different things going on as we head into 2013 to ensure maybe some more consistent execution?

Yes. Both good and fair questions, so let me start with the free app. Of course I’m always concerned about anything that’s being given away. There certainly have been a lot of distribution of free mobile applications that help people count calories, and that’s typically what they’ve been. Most of the apps I’ve seen, they’ve tended to focus on one specific element of the weight loss process. They tend not to have a complete program built around them. What I would say is that when we see people signing up for Weight Watchers online, what we hear is that they want to do Weight Watchers the program, and the software tools are merely a way of helping them do Weight Watchers. So, their purchase decision isn’t so much of comparing our points tracker versus someone else’s calorie tracker. It’s more a decision of, “Do I want to do Weight Watchers, because I know other people that have done Weight Watchers? Is it a program that can work for me?” Further to that point, what I would argue is that the Weight Watchers program is obviously… I would argue, because I’m bias of course. But it’s a much more comprehensive form of behavior change and tools, and resources stretching from. Not just mobile but also including website across and having a completely full-blown program that is much more comprehensive in nature than what is available on a free app. Finally, what I would suggest is, one of the challenges with free apps is that it’s pretty easy to get someone to download something that’s free. It’s less clear how long someone is going to actually use it once they download it. So, I wouldn’t be surprised if you had a number of people out there that had three or four free…

Okay, thanks.

Yep.

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

Okay, thank you for joining us today. I look forward to speaking with you again at our next quarterly earnings release.

Thank you. That concludes today’s conference. Please disconnect your lines at this time, and we thank you for your participation.