##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  to
 COMMISSION FILE NUMBER 001-34209
 
 MONSTER WORLDWIDE, INC.
  DELAWARE
    
    13-3906555(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NO.)622 Third Avenue, New York, New York
    
    10017(ADDRESS OF PRINCIPAL
    
    (ZIP CODE)EXECUTIVE OFFICES)
 (212) 351-7000
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o Yes þ No
  Outstanding as ofClass
    
    July 23, 2009Common Stock
    
    
    125,900,966




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##### 



MONSTER WORLDWIDE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageNo.PART IFINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated statements of operations
    
    
    3Consolidated balance sheets
    
    
    4Consolidated statements of cash flows
    
    
    5Notes to consolidated financial statements
    
    
    6Report of Independent Registered Public Accounting Firm
    
    
    20Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    41PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    41Item 1A. Risk Factors
    
    
    42Item 4. Submission of Matters to a Vote of Security Holders
    
    
    42Item 6. Exhibits
    
    
    42Signatures
    
    
    44Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 10.5Exhibit 15.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 (unaudited)
 Three Months Ended
    
    
    Six Months EndedJune  30,
    
    
    June  30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue
    
    $
    223,057
    
    
    $
    354,294
    
    
    $
    477,460
    
    
    $
    720,766Salaries and related
    
    
    113,484
    
    
    
    135,879
    
    
    
    235,869
    
    
    
    276,327Office and general
    
    
    59,862
    
    
    
    75,358
    
    
    
    121,975
    
    
    
    149,257Marketing and promotion
    
    
    44,953
    
    
    
    68,976
    
    
    
    118,644
    
    
    
    180,830Provision for legal settlements, net
    
    
    
    
    
    
    40,100
    
    
    
    
    
    
    
    40,100Restructuring and other special charges
    
    
    5,097
    
    
    
    2,732
    
    
    
    16,105
    
    
    
    9,659Total operating expenses
    
    
    223,396
    
    
    
    323,045
    
    
    
    492,593
    
    
    
    656,173Operating (loss) income
    
    
    (339
    )
    
    
    31,249
    
    
    
    (15,133
    )
    
    
    64,593Interest and other, net
    
    
    76
    
    
    
    3,057
    
    
    
    1,279
    
    
    
    10,440(Loss) income from continuing operations before
income taxes and equity interests
    
    
    (263
    )
    
    
    34,306
    
    
    
    (13,854
    )
    
    
    75,033(Benefit from) provision for income taxes
    
    
    (83
    )
    
    
    12,153
    
    
    
    (4,572
    )
    
    
    27,296Loss in equity interests, net
    
    
    (1,190
    )
    
    
    (3,592
    )
    
    
    (2,429
    )
    
    
    (5,414
    )(Loss) income from continuing operations
    
    
    (1,370
    )
    
    
    18,561
    
    
    
    (11,711
    )
    
    
    42,323Income from discontinued operations, net of tax
    
    
    
    
    
    
    12,269
    
    
    
    
    
    
    
    11,098Net (loss) income
    
    $
    (1,370
    )
    
    $
    30,830
    
    
    $
    (11,711
    )
    
    $
    53,421Basic (loss) earnings per share:(Loss) income from continuing operations
    
    $
    (0.01
    )
    
    $
    0.15
    
    
    $
    (0.10
    )
    
    $
    0.35Income from discontinued operations, net of tax
    
    
    
    
    
    
    0.10
    
    
    
    
    
    
    
    0.09Basic (loss) earnings per share *
    
    $
    (0.01
    )
    
    $
    0.26
    
    
    $
    (0.10
    )
    
    $
    0.44Diluted (loss) earnings per share:(Loss) income from continuing operations
    
    $
    (0.01
    )
    
    $
    0.15
    
    
    $
    (0.10
    )
    
    $
    0.35Income from discontinued operations, net of tax
    
    
    
    
    
    
    0.10
    
    
    
    
    
    
    
    0.09Diluted (loss) earnings per share
    
    $
    (0.01
    )
    
    $
    0.25
    
    
    $
    (0.10
    )
    
    $
    0.44Weighted average shares outstanding:Basic
    
    
    119,274
    
    
    
    120,885
    
    
    
    119,066
    
    
    
    121,798Diluted
    
    
    119,274
    
    
    
    121,541
    
    
    
    119,066
    
    
    
    122,552
 *
    
    - Earnings per share may not add in certain periods due to rounding. See accompanying notes.
  3




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MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share amounts)
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    236,252
    
    
    $
    222,260Marketable securities, current
    
    
    14,533
    
    
    
    1,425Accounts receivable, net of allowance for
doubtful accounts of $16,048 and $14,064
    
    
    249,004
    
    
    
    376,720Prepaid and other
    
    
    73,866
    
    
    
    82,416Total current assets
    
    
    573,655
    
    
    
    682,821Marketable securities, non-current
    
    
    81,272
    
    
    
    90,347Goodwill
    
    
    897,561
    
    
    
    894,546Property and equipment, net
    
    
    153,942
    
    
    
    161,282Intangibles, net
    
    
    47,420
    
    
    
    52,335Other assets
    
    
    35,617
    
    
    
    35,259Total assets
    
    $
    1,789,467
    
    
    $
    1,916,590LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    34,501
    
    
    $
    41,524Accrued expenses and other current liabilities
    
    
    148,299
    
    
    
    205,005Deferred revenue
    
    
    289,818
    
    
    
    414,312Borrowings under credit facilities
    
    
    97,000
    
    
    
    54,971Income taxes payable
    
    
    9,489
    
    
    
    7,896Total current liabilities
    
    
    579,107
    
    
    
    723,708Long-term income taxes payable
    
    
    125,991
    
    
    
    119,951Deferred income taxes
    
    
    23,872
    
    
    
    24,658Other long-term liabilities
    
    
    7,099
    
    
    
    1,000Total liabilities
    
    
    736,069
    
    
    
    869,317Commitments and contingenciesStockholders equity:Preferred stock, $.001 par value, authorized
800 shares; issued and outstanding: none
    
    
    
    
    
    
    Common stock, $.001 par value,
authorized 1,500,000 shares; issued: 134,038
and 133,335 shares, respectively;
outstanding: 119,312 and 118,614 shares,
respectively
    
    
    134
    
    
    
    133Class B common stock, $.001 par value,
authorized 39,000 shares; issued and
outstanding: none
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,382,649
    
    
    
    1,367,373Accumulated deficit
    
    
    (357,745
    )
    
    
    (346,034
    )Accumulated other comprehensive income
    
    
    28,360
    
    
    
    25,801Total stockholders equity
    
    
    1,053,398
    
    
    
    1,047,273Total liabilities and stockholders equity
    
    $
    1,789,467
    
    
    $
    1,916,590
 See accompanying notes.
  4




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MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (unaudited)
 Six Months Ended June 30,2009
    
    
    2008Cash flows provided by operating activities:Net (loss) income
    
    $
    (11,711
    )
    
    $
    53,421Adjustments to reconcile net (loss) income to net cash provided by operating activities:Income from discontinued operations, net of tax
    
    
    
    
    
    
    (11,098
    )Depreciation and amortization
    
    
    33,265
    
    
    
    25,793Provision for legal settlements, net
    
    
    
    
    
    
    40,100Provision for doubtful accounts
    
    
    6,884
    
    
    
    6,771Non-cash compensation
    
    
    20,268
    
    
    
    15,028Deferred income taxes
    
    
    (6,421
    )
    
    
    (19,582
    )Non-cash restructuring write-offs, accelerated amortization and loss on disposal of
assets
    
    
    4,741
    
    
    
    2,085Loss in equity interests
    
    
    2,428
    
    
    
    5,414Changes in assets and liabilities, net of purchase transactions:Accounts receivable
    
    
    120,239
    
    
    
    82,660Prepaid and other
    
    
    16,861
    
    
    
    19,098Deferred revenue
    
    
    (124,536
    )
    
    
    (53,923
    )Accounts payable, accrued liabilities and other
    
    
    (61,893
    )
    
    
    (13,597
    )Net cash used for operating activities of discontinued operations
    
    
    
    
    
    
    (3,129
    )Total adjustments
    
    
    11,836
    
    
    
    95,620Net cash provided by operating activities
    
    
    125
    
    
    
    149,041Cash flows (used for) provided by investing activities:Capital expenditures
    
    
    (26,379
    )
    
    
    (50,213
    )Cash funded to equity investee
    
    
    (3,314
    )
    
    
    (5,000
    )Purchase of marketable securities
    
    
    (7,476
    )
    
    
    (156,882
    )Sales and maturities of marketable securities
    
    
    3,317
    
    
    
    436,305Payments for acquisitions and intangible assets, net of cash acquired
    
    
    
    
    
    
    (61,567
    )Dividends received from unconsolidated investee
    
    
    763
    
    
    
    1,011Net cash (used for) provided by investing activities
    
    
    (33,089
    )
    
    
    163,654Cash flows provided by (used for) by financing activities:Proceeds from borrowings on credit facilities
    
    
    199,203
    
    
    
    Payments on borrowings on credit facilities
    
    
    (157,173
    )
    
    
    Payments on debt obligations
    
    
    (6
    )
    
    
    (147
    )Excess tax benefits from equity compensation plans
    
    
    4
    
    
    
    120Repurchase of common stock
    
    
    (2,435
    )
    
    
    (86,327
    )Proceeds from exercise of employee stock options
    
    
    9
    
    
    
    1,046Net cash provided by (used for) financing activities
    
    
    39,602
    
    
    
    (85,308
    )Effects of exchange rates on cash
    
    
    7,354
    
    
    
    8,323Net increase in cash and cash equivalents
    
    
    13,992
    
    
    
    235,710Cash and cash equivalents, beginning of period
    
    
    222,260
    
    
    
    129,744Cash and cash equivalents, end of period
    
    $
    236,252
    
    
    $
    365,454Supplemental disclosures of cash flow information:Cash (refunded) paid for income taxes
    
    $
    (2,767
    )
    
    $
    24,952Cash paid for interest
    
    $
    2,016
    
    
    $
    730Non-cash financing and investing activities:Liabilities created in connection with business combinations
    
    $
    
    
    
    $
    449Settlement of executive bonuses with common stock
    
    $
    2,275
    
    
    $
    
 See accompanying notes.
  5




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##### Table of Contents



MONSTER WORLDWIDE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per share amounts)
 (unaudited)
 1.

    DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Description of Business
  Basis of Presentation
    Recently Issued Accounting Pronouncements
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 Business Combinations Business
Combinations,
  6




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##### Table of Contents



Fair Value Measurements Effective Date of FASB Statement No. 157
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly
 Noncontrolling Interests in Consolidated
Financial Statements
 Disclosures about Derivative
Instruments and Hedging Activities, an amendment of SFAS No. 133
 Interim
Disclosures about Fair Value of Financial Instruments Disclosures About Fair Value of Financial Instruments , Interim Financial Reporting
 Recognition and Presentation of
Other-Than-Temporary Impairments
 Subsequent Events
  7




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Accounting for Transfers of Financial Assets an
amendment to SFAS No. 140
 Amending FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles The Hierarchy of Generally Accepted Accounting Principles
 2. EARNINGS PER SHARE
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(thousands of shares)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Basic weighted average shares outstanding
    
    
    119,274
    
    
    
    120,885
    
    
    
    119,066
    
    
    
    121,798Effect of common stock equivalents  stock
options and non-vested stock under employee
compensation plans (1)
    
    
    
    
    
    
    656
    
    
    
    
    
    
    
    754Diluted weighted average shares outstanding (1)
    
    
    119,274
    
    
    
    121,541
    
    
    
    119,066
    
    
    
    122,552Weighted average anti-dilutive common stock
equivalents (1)
    
    
    11,250
    
    
    
    8,358
    
    
    
    11,216
    
    
    
    6,264
 (1)
    
    For periods in which losses are presented, dilutive earnings per share calculations do not
differ from basic earnings per share because the effects of any potential common stock equivalents
are anti-dilutive and therefore not included in the calculation of dilutive earnings per share. For
the three and six months ended June 30, 2009, those potential shares totaled 2,535 and 1,838,
respectively.  8




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##### Table of Contents



3. STOCK-BASED COMPENSATION
 hare-Based Payment
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Non-vested stock, included in salaries and related
    
    $
    9,816
    
    
    $
    8,351
    
    
    $
    19,965
    
    
    $
    13,557Non-vested stock, included in restructuring and other
special charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,162Stock options, included in salaries and related
    
    
    104
    
    
    
    182
    
    
    
    303
    
    
    
    309Total
    
    $
    9,920
    
    
    $
    8,533
    
    
    $
    20,268
    
    
    $
    15,028
    Weighted AverageFair  Value at Grant(thousands of shares)
    
    Shares
    
    
    DateNon-vested at January 1, 2009
    
    
    5,612
    
    
    $
    24.57Granted
    
    
    3,899
    
    
    
    6.73Forfeited
    
    
    (323
    )
    
    
    21.11Vested
    
    
    (687
    )
    
    
    31.01Non-vested at June 30, 2009
    
    
    8,501
    
    
    $
    16.53
  9




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##### Table of Contents



Weighted AverageWeighted Average
    
    
    Contractual Term
    
    
    Aggregate(thousands of shares)
    
    Shares
    
    
    Exercise Price
    
    
    (in years)
    
    
    Intrinsic ValueOutstanding at January 1, 2009
    
    
    6,290
    
    
    $
    30.58Exercised
    
    
    (1
    )
    
    
    8.68Forfeited/expired/cancelled
    
    
    (918
    )
    
    
    28.84Outstanding at June 30, 2009
    
    
    5,371
    
    
    $
    31.32
    
    
    
    2.36
    
    
    $
    1,019Options exercisable at June 30, 2009
    
    
    5,184
    
    
    $
    31.33
    
    
    
    2.22
    
    
    $
    1,019
  4. BUSINESS COMBINATIONS
  Acquired Business
    
    Acquisition Date
    
    Business SegmentChina HR.com Holdings Ltd. (ChinaHR)
    
    October 8, 2008
    
    Careers  InternationalTrovix Inc.
    
    July 31, 2008
    
    Careers  North AmericaAffinity Labs Inc.
    
    January 3, 2008
    
    Internet Advertising & Fees
    10




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##### Table of Contents



5. FAIR VALUE MEASUREMENT
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Money market funds
    
    $
    46,570
    
    
    $
    
    
    
    $
    
    
    
    $
    46,570Bank time deposits
    
    
    
    
    
    
    31,432
    
    
    
    
    
    
    
    31,432Commercial paper
    
    
    
    
    
    
    122,274
    
    
    
    
    
    
    
    122,274Government bonds foreign
    
    
    
    
    
    
    9,077
    
    
    
    
    
    
    
    9,077Tax exempt auction rate bonds (Note 6)
    
    
    
    
    
    
    
    
    
    
    89,321
    
    
    
    89,321UBS put option (Note 6)
    
    
    
    
    
    
    
    
    
    
    166
    
    
    
    166Total Assets
    
    $
    46,570
    
    
    $
    162,783
    
    
    $
    89,487
    
    
    $
    298,840Liabilities:Lease exit liability
    
    
    
    
    
    
    
    
    
    
    24,263
    
    
    
    24,263Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    24,263
    
    
    $
    24,263
   Tax ExemptAuction RateBondsBalance, December 31, 2008
    
    $
    90,347Redemptions
    
    
    (900
    )Unrealized gain included in other comprehensive income
    
    
    125Unrealized loss included in interest and other, net
    
    
    (251
    )Balance, June 30, 2009
    
    $
    89,321
 UBS Put OptionBalance, December 31, 2008
    
    $
    Unrealized gain included in interest and other, net
    
    
    166Balance, June 30, 2009
    
    $
    166
 Lease Exit LiabilityBalance, December 31, 2008
    
    $
    Transfers into Level 3
    
    
    24,263Balance, June 30, 2009
    
    $
    24,263
  11




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6. INVESTMENTS
 Marketable Securities
      12




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##### Table of Contents



Accounting for Derivative
and Hedging Activities
  Gross unrealized
    
    
    Gross unrealized
    
    
    Estimated fairCost
    
    
    losses
    
    
    gains
    
    
    valueCurrentGovernment bonds foreign
    
    $
    6,484
    
    
    $
    
    
    
    $
    
    
    
    $
    6,484Tax-exempt auction rate bonds (UBS-brokered)
    
    
    8,300
    
    
    
    251
    
    
    $
    
    
    
    $
    8,049Total
    
    $
    14,784
    
    
    $
    251
    
    
    $
    
    
    
    $
    14,533Non-currentTax-exempt auction rate bonds
    
    $
    82,750
    
    
    $
    1,478
    
    
    $
    
    
    
    $
    81,272Total
    
    $
    82,750
    
    
    $
    1,478
    
    
    $
    
    
    
    $
    81,272
 The Meaning of Other-Than-Temporary-Impairment and Its Application to Certain
Investment
  13




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Equity Investments
     Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008ChinaHR
    
    $
    
    
    
    $
    (3,843
    )
    
    $
    
    
    
    $
    (6,000
    )Finland
    
    
    3
    
    
    
    251
    
    
    
    104
    
    
    
    586Australia
    
    
    (1,193
    )
    
    
    
    
    
    
    (2,533
    )
    
    
    Loss in equity
interests, net
    
    $
    (1,190
    )
    
    $
    (3,592
    )
    
    $
    (2,429
    )
    
    $
    (5,414
    )
 7. RESTRUCTURING AND OTHER SPECIAL CHARGES
   Non-CashDecember 31, 2008
    
    
    Expense
    
    
    Cash Payments
    
    
    Utilization
    
    
    June 30, 2009Workforce reduction
    
    $
    2,749
    
    
    $
    7,731
    
    
    $
    (4,687
    )
    
    $
    
    
    
    $
    5,793Fixed asset write-offs
and accelerated
amortization
    
    
    
    
    
    
    4,721
    
    
    
    
    
    
    
    (4,721
    )
    
    
    Consolidation of office
facilities
    
    
    869
    
    
    
    2,876
    
    
    
    (643
    )
    
    
    
    
    
    
    3,102Other costs and
professional fees
    
    
    101
    
    
    
    777
    
    
    
    (217
    )
    
    
    
    
    
    
    661Total
    
    $
    3,719
    
    
    $
    16,105
    
    
    $
    (5,547
    )
    
    $
    (4,721
    )
    
    $
    9,556
  14




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##### Table of Contents



8. PROPERTY AND EQUIPMENT, NET
 June 30, 2009
    
    
    December 31, 2008Capitalized software costs
    
    $
    177,587
    
    
    $
    169,497Furniture and equipment
    
    
    30,147
    
    
    
    30,500Leasehold improvements
    
    
    31,375
    
    
    
    30,265Computer and communications
equipment
    
    
    175,180
    
    
    
    165,198414,289
    
    
    
    395,460Less: accumulated depreciation
    
    
    260,347
    
    
    
    234,178Property and equipment, net
    
    $
    153,942
    
    
    $
    161,282
   9. FINANCIAL DERIVATIVE INSTRUMENTS
   June 30, 2009Notional Balance
    
    
    Maturity Date
    
    
    Accrued ExpensesDesignated as Hedges under SFAS 133None
    
    
    
    
    
    
    
    
    
    
    Not Designated as Hedges under SFAS 133Foreign currency exchange forwards
    
    $23,650 consisting of 7 different currency pairs
    
    July  August  2009
    
    $
    (2
    )Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    (2
    )
 December 31, 2008Notional Balance
    
    
    Maturity Date
    
    
    Accrued ExpensesDesignated as Hedges under SFAS 133None
    
    
    
    
    
    
    
    
    
    
    Not Designated as Hedges under SFAS 133Foreign currency exchange forwards
    
    $33,200 consisting of 3 different currency pairs
    
    January 2009
    
    $
    (100
    )Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    (100
    )
  10. DISCONTINUED OPERATIONS
   15




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009

    
    

    2008
    
    
    2009
    
    
    2008Revenue
    
    $
    
    
    
    $
    2,264
    
    
    $
    
    
    
    $
    6,158Loss before income taxes
    
    
    
    
    
    
    (16,323
    )
    
    
    
    
    
    
    (18,257
    )Income tax benefit
    
    
    
    
    
    
    (28,592
    )
    
    
    
    
    
    
    (29,355
    )Income from discontinued operations, net of tax
    
    $
    
    
    
    $
    12,269
    
    
    $
    
    
    
    $
    11,098
 11. FINANCING AGREEMENTS
     16




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##### Table of Contents



12. COMPREHENSIVE INCOME (LOSS)
  Three Months ended
    
    
    Six Months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income
    
    $
    (1,370
    )
    
    $
    30,830
    
    
    $
    (11,711
    )
    
    $
    53,421Foreign currency translation adjustment
    
    
    19,054
    
    
    
    (12,744
    )
    
    
    2,434
    
    
    
    26,247Net unrealized gain (loss) on
available-for-sale securities
    
    
    979
    
    
    
    178
    
    
    
    125
    
    
    
    (1,370
    )Comprehensive income (loss)
    
    $
    18,663
    
    
    $
    18,264
    
    
    $
    (9,152
    )
    
    $
    78,298
 13. INCOME TAXES
  Accounting for
Uncertainty in Income Taxes  An interpretation of FASB Statement No. 109
  14. SEGMENT AND GEOGRAPHIC DATA
   Three Months Ended
    
    
    Six Months EndedJune  30,
    
    
    June  30,Revenue
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Careers  North America
    
    $
    101,799
    
    
    $
    164,280
    
    
    $
    220,983
    
    
    $
    347,818Careers  International
    
    
    88,598
    
    
    
    156,673
    
    
    
    192,263
    
    
    
    309,945Internet Advertising & Fees
    
    
    32,660
    
    
    
    33,341
    
    
    
    64,214
    
    
    
    63,003Revenue
    
    $
    223,057
    
    
    $
    354,294
    
    
    $
    477,460
    
    
    $
    720,766
 Three Months Ended
    
    
    Six Months EndedJune  30,
    
    
    June  30,Operating (Loss) Income
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Careers  North America
    
    $
    10,918
    
    
    $
    58,409
    
    
    $
    11,747
    
    
    $
    98,110Careers  International
    
    
    (2,019
    )
    
    
    31,916
    
    
    
    (2,690
    )
    
    
    41,559Internet Advertising & Fees
    
    
    4,925
    
    
    
    4,656
    
    
    
    8,483
    
    
    
    3,225Corporate expenses
    
    
    (14,163
    )
    
    
    (63,732
    )
    
    
    (32,673
    )
    
    
    (78,301
    )Operating (loss) income
    
    $
    (339
    )
    
    $
    31,249
    
    
    $
    (15,133
    )
    
    $
    64,593
  17




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune  30,
    
    
    June  30,Depreciation and Amortization
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Careers  North America
    
    $
    7,662
    
    
    $
    5,806
    
    
    $
    14,962
    
    
    $
    10,950Careers  International
    
    
    7,430
    
    
    
    6,158
    
    
    
    14,691
    
    
    
    11,721Internet Advertising & Fees
    
    
    1,751
    
    
    
    1,523
    
    
    
    3,409
    
    
    
    2,886Corporate expenses
    
    
    102
    
    
    
    118
    
    
    
    203
    
    
    
    236Depreciation and amortization
    
    $
    16,945
    
    
    $
    13,605
    
    
    $
    33,265
    
    
    $
    25,793
 Three Months Ended
    
    
    Six Months EndedJune  30,
    
    
    June  30,Restructuring and Other Special Charges
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Careers  North America
    
    $
    1,487
    
    
    $
    926
    
    
    $
    3,758
    
    
    $
    3,956Careers  International
    
    
    3,278
    
    
    
    1,400
    
    
    
    10,368
    
    
    
    4,516Internet Advertising & Fees
    
    
    171
    
    
    
    338
    
    
    
    616
    
    
    
    1,119Corporate expenses
    
    
    161
    
    
    
    68
    
    
    
    1,363
    
    
    
    68Restructuring and other special charges
    
    $
    5,097
    
    
    $
    2,732
    
    
    $
    16,105
    
    
    $
    9,659
 Three Months Ended
    
    
    Six Months EndedJune  30,
    
    
    June  30,Revenue by Geographic Region
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    $
    130,184
    
    
    $
    190,115
    
    
    $
    276,154
    
    
    $
    396,260Germany
    
    
    17,697
    
    
    
    37,491
    
    
    
    39,899
    
    
    
    74,994Other foreign
    
    
    75,176
    
    
    
    126,688
    
    
    
    161,407
    
    
    
    249,512Revenue
    
    $
    223,057
    
    
    $
    354,294
    
    
    $
    477,460
    
    
    $
    720,766
  Total Assets by Segment
    
    June 30, 2009
    
    
    December 31, 2008Careers  North America
    
    $
    578,032
    
    
    $
    657,730Careers  International
    
    
    765,371
    
    
    
    843,007Internet Advertising & Fees
    
    
    188,164
    
    
    
    188,507Corporate
    
    
    112,311
    
    
    
    83,217Shared assets (a)
    
    
    145,589
    
    
    
    144,129Total assets
    
    $
    1,789,467
    
    
    $
    1,916,590
 (a)
    
    Shared assets represent assets that provide economic benefit to all of the Companys
operating segments. Shared assets are not allocated to operating segments for internal
reporting or decision-making purposes.  Long-lived Assets by Geographic Region (a)
 June 30, 2009
    
    
    December 31, 2008United States
    
    $
    114,146
    
    
    $
    117,738International
    
    
    39,796
    
    
    
    43,544Total long-lived assets
    
    $
    153,942
    
    
    $
    161,282
 (a)
    
    Long-lived assets are composed of only property and equipment, net.  18




---



##### Table of Contents



15. STOCK OPTION INVESTIGATIONS AND LITIGATION
  Stock Option Investigations and Related Litigation
    Litigation Relating to the Companys Discontinued Tickle Business
    19




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
  20




---



##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Item 1A. Risk Factors
 Overview
     Restructuring Program
   21




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##### Table of Contents



Business Combinations
  Acquired Business
    
    Acquisition Date
    
    Business SegmentChina HR.com Holdings Ltd. (ChinaHR)
    
    October 8, 2008
    
    Careers  InternationalTrovix Inc.
    
    July 31, 2008
    
    Careers  North AmericaAffinity Labs Inc.
    
    January 3, 2008
    
    Internet Advertising & Fees
 Discontinued Operations
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue
    
    $
    
    
    
    $
    2,264
    
    
    $
    
    
    
    $
    6,158Loss before income taxes
    
    
    
    
    
    
    (16,323
    )
    
    
    
    
    
    
    (18,257
    )Income tax benefit
    
    
    
    
    
    
    (28,592
    )
    
    
    
    
    
    
    (29,355
    )Income from
discontinued
operations, net of tax
    
    $
    
    
    
    $
    12,269
    
    
    $
    
    
    
    $
    11,098
  22




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Salaries and related
    
    
    50.9
    %
    
    
    38.4
    %
    
    
    49.4
    %
    
    
    38.3
    %Office and general
    
    
    26.8
    %
    
    
    21.3
    %
    
    
    25.5
    %
    
    
    20.7
    %Marketing and promotion
    
    
    20.2
    %
    
    
    19.5
    %
    
    
    24.8
    %
    
    
    25.1
    %Provision for legal settlements, net
    
    
    0.0
    %
    
    
    11.3
    %
    
    
    0.0
    %
    
    
    5.6
    %Restructuring and other special charges
    
    
    2.3
    %
    
    
    0.8
    %
    
    
    3.4
    %
    
    
    1.3
    %Total operating expenses
    
    
    100.2
    %
    
    
    91.2
    %
    
    
    103.2
    %
    
    
    91.0
    %Operating (loss) income
    
    
    (0.2
    )%
    
    
    8.8
    %
    
    
    (3.2
    )%
    
    
    9.0
    %Interest and other, net
    
    
    0.0
    %
    
    
    0.9
    %
    
    
    0.3
    %
    
    
    1.4
    %(Loss) income from continuing operations
before income taxes and loss in equity
interests
    
    
    (0.1
    )%
    
    
    9.7
    %
    
    
    (2.9
    )%
    
    
    10.4
    %(Benefit from) provision for income taxes
    
    
    0.0
    %
    
    
    (3.4
    )%
    
    
    1.0
    %
    
    
    (3.8
    )%Loss in equity interests, net
    
    
    (0.5
    )%
    
    
    (1.0
    )%
    
    
    (0.5
    )%
    
    
    (0.8
    )%(Loss) income from continuing operations
    
    
    (0.6
    )%
    
    
    5.2
    %
    
    
    (2.5
    )%
    
    
    5.9
    %Income from discontinued operations, net of tax
    
    
    0.0
    %
    
    
    3.5
    %
    
    
    0.0
    %
    
    
    1.5
    %Net (loss) income
    
    
    (0.6
    )%
    
    
    8.7
    %
    
    
    (2.5
    )%
    
    
    7.4
    %
 The Three Months Ended June 30, 2009 Compared to the Three Months Ended June 30, 2008
 Consolidated Revenue, Operating Expenses and Operating (Loss) Income
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    223,057
    
    
    
    100.0
    %
    
    $
    354,294
    
    
    
    100.0
    %
    
    $
    (131,237
    )
    
    
    (37.0
    )%Salaries and related
    
    
    113,484
    
    
    
    50.9
    %
    
    
    135,879
    
    
    
    38.4
    %
    
    
    (22,395
    )
    
    
    (16.5
    )%Office and general
    
    
    59,862
    
    
    
    26.8
    %
    
    
    75,358
    
    
    
    21.3
    %
    
    
    (15,496
    )
    
    
    (20.6
    )%Marketing and promotion
    
    
    44,953
    
    
    
    20.2
    %
    
    
    68,976
    
    
    
    19.5
    %
    
    
    (24,023
    )
    
    
    (34.8
    )%Provision for legal settlements, net
    
    
    
    
    
    
    0.0
    %
    
    
    40,100
    
    
    
    11.3
    %
    
    
    (40,100
    )
    
    
    (100.0
    )%Restructuring and other special charges
    
    
    5,097
    
    
    
    2.3
    %
    
    
    2,732
    
    
    
    0.8
    %
    
    
    2,365
    
    
    
    86.6
    %Operating expenses
    
    
    223,396
    
    
    
    100.2
    %
    
    
    323,045
    
    
    
    91.2
    %
    
    
    (99,649
    )
    
    
    (30.8
    )%Operating (loss) income
    
    $
    (339
    )
    
    
    (0.2
    )%
    
    $
    31,249
    
    
    
    8.8
    %
    
    $
    (31,588
    )
    
    
    (101.1
    )%
    23




---



##### Table of Contents



Careers  North America
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    101,799
    
    
    
    100.0
    %
    
    $
    164,280
    
    
    
    100.0
    %
    
    $
    (62,481
    )
    
    
    (38.0
    )%Salaries and related
    
    
    47,330
    
    
    
    46.5
    %
    
    
    50,272
    
    
    
    30.6
    %
    
    
    (2,942
    )
    
    
    (5.9
    )%Office and general
    
    
    22,364
    
    
    
    22.0
    %
    
    
    27,236
    
    
    
    16.6
    %
    
    
    (4,872
    )
    
    
    (17.9
    )%Marketing and promotion
    
    
    19,700
    
    
    
    19.4
    %
    
    
    27,437
    
    
    
    16.7
    %
    
    
    (7,737
    )
    
    
    (28.2
    )%Restructuring and other special charges
    
    
    1,487
    
    
    
    1.5
    %
    
    
    926
    
    
    
    0.6
    %
    
    
    561
    
    
    
    60.6
    %Operating expenses
    
    
    90,881
    
    
    
    89.3
    %
    
    
    105,871
    
    
    
    64.4
    %
    
    
    (14,990
    )
    
    
    (14.2
    )%Operating income
    
    $
    10,918
    
    
    
    10.7
    %
    
    $
    58,409
    
    
    
    35.6
    %
    
    $
    (47,491
    )
    
    
    (81.3
    )%
  24




---



##### Table of Contents



Careers  International
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    88,598
    
    
    
    100.0
    %
    
    $
    156,673
    
    
    
    100.0
    %
    
    $
    (68,075
    )
    
    
    (43.5
    )%Salaries and related
    
    
    47,277
    
    
    
    53.4
    %
    
    
    63,876
    
    
    
    40.8
    %
    
    
    (16,599
    )
    
    
    (26.0
    )%Office and general
    
    
    25,413
    
    
    
    28.7
    %
    
    
    29,347
    
    
    
    18.7
    %
    
    
    (3,934
    )
    
    
    (13.4
    )%Marketing and promotion
    
    
    14,649
    
    
    
    16.5
    %
    
    
    30,134
    
    
    
    19.2
    %
    
    
    (15,485
    )
    
    
    (51.4
    )%Restructuring and other special charges
    
    
    3,278
    
    
    
    3.7
    %
    
    
    1,400
    
    
    
    0.9
    %
    
    
    1,878
    
    
    
    134.1
    %Operating expenses
    
    
    90,617
    
    
    
    102.3
    %
    
    
    124,757
    
    
    
    79.6
    %
    
    
    (34,140
    )
    
    
    (27.4
    )%Operating income
    
    $
    (2,019
    )
    
    
    (2.3
    )%
    
    $
    31,916
    
    
    
    20.4
    %
    
    $
    (33,935
    )
    
    
    (106.3
    )%
   25




---



##### Table of Contents



Internet Advertising & Fees
  % of
    
    
    
    
    
    

    % of
    
    
    
    Increase
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    


    

    2008
    
    

    Revenue
    
    

    (Decrease)
    
    

    (Decrease)Revenue
    
    $
    32,660
    
    
    
    100.0
    %
    
    $
    33,341
    
    
    
    100.0
    %
    
    $
    (681
    )
    
    
    (2.0
    )%Salaries and related
    
    
    11,525
    
    
    
    35.3
    %
    
    
    12,036
    
    
    
    36.1
    %
    
    
    (511
    )
    
    
    (4.2
    )%Office and general
    
    
    5,734
    
    
    
    17.6
    %
    
    
    6,108
    
    
    
    18.3
    %
    
    
    (374
    )
    
    
    (6.1
    )%Marketing and promotion
    
    
    10,305
    
    
    
    31.6
    %
    
    
    10,203
    
    
    
    30.6
    %
    
    
    102
    
    
    
    1.0
    %Restructuring and other special charges
    
    
    171
    
    
    
    0.5
    %
    
    
    338
    
    
    
    1.0
    %
    
    
    (167
    )
    
    
    (49.5
    )%Operating expenses
    
    
    27,735
    
    
    
    84.9
    %
    
    
    28,685
    
    
    
    86.0
    %
    
    
    (950
    )
    
    
    (3.3
    )%Operating income
    
    $
    4,925
    
    
    
    15.1
    %
    
    $
    4,656
    
    
    
    14.0
    %
    
    $
    269
    
    
    
    5.8
    %
    26




---



##### Table of Contents



Income Taxes
  (dollars in thousands)
    
    2009
    
    
    2008
    
    
    $ Change
    
    
    % Change(Loss) income from
continuing operations
before income taxes
    
    $
    (263
    )
    
    $
    34,306
    
    
    $
    (34,569
    )
    
    
    (100.8
    )%Income taxes
    
    
    (83
    )
    
    
    12,153
    
    
    
    (12,236
    )
    
    
    (100.7
    )%Effective tax rate
    
    
    31.6
    %
    
    
    35.4
    %
  Discontinued Operations, Net of Tax
  Diluted (Loss) Earnings Per Share
  The Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30, 2008
 Consolidated Revenue, Operating Expenses and Operating Income
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    477,460
    
    
    
    100.0
    %
    
    $
    720,766
    
    
    
    100.0
    %
    
    $
    (243,306
    )
    
    
    (33.8
    )%Salaries and related
    
    
    235,869
    
    
    
    49.4
    %
    
    
    276,327
    
    
    
    38.3
    %
    
    
    (40,458
    )
    
    
    (14.6
    )%Office and general
    
    
    121,975
    
    
    
    25.5
    %
    
    
    149,257
    
    
    
    20.7
    %
    
    
    (27,282
    )
    
    
    (18.3
    )%Marketing and promotion
    
    
    118,644
    
    
    
    24.8
    %
    
    
    180,830
    
    
    
    25.1
    %
    
    
    (62,186
    )
    
    
    (34.4
    )%Provision for legal settlements, net
    
    
    
    
    
    
    0.0
    %
    
    
    40,100
    
    
    
    5.6
    %
    
    
    (40,100
    )
    
    
    (100.0
    )%Restructuring and other special charges
    
    
    16,105
    
    
    
    3.4
    %
    
    
    9,659
    
    
    
    1.3
    %
    
    
    6,446
    
    
    
    66.7
    %Operating expenses
    
    
    492,593
    
    
    
    103.2
    %
    
    
    656,173
    
    
    
    91.0
    %
    
    
    (163,580
    )
    
    
    (24.9
    )%Operating (loss) income
    
    $
    (15,133
    )
    
    
    (3.2
    )%
    
    $
    64,593
    
    
    
    9.0
    %
    
    $
    (79,726
    )
    
    
    (123.4
    )%
    27




---



##### Table of Contents



Careers  North America
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    220,983
    
    
    
    100.0
    %
    
    $
    347,818
    
    
    
    100.0
    %
    
    $
    (126,835
    )
    
    
    (36.5
    )%Salaries and related
    
    
    98,137
    
    
    
    44.4
    %
    
    
    105,025
    
    
    
    30.2
    %
    
    
    (6,888
    )
    
    
    (6.6
    )%Office and general
    
    
    45,866
    
    
    
    20.8
    %
    
    
    56,631
    
    
    
    16.3
    %
    
    
    (10,765
    )
    
    
    (19.0
    )%Marketing and promotion
    
    
    61,475
    
    
    
    27.8
    %
    
    
    84,096
    
    
    
    24.2
    %
    
    
    (22,621
    )
    
    
    (26.9
    )%Restructuring and other special charges
    
    
    3,758
    
    
    
    1.7
    %
    
    
    3,956
    
    
    
    1.1
    %
    
    
    (198
    )
    
    
    (5.0
    )%Operating expenses
    
    
    209,236
    
    
    
    94.7
    %
    
    
    249,708
    
    
    
    71.8
    %
    
    
    (40,472
    )
    
    
    (16.2
    )%Operating income
    
    $
    11,747
    
    
    
    5.3
    %
    
    $
    98,110
    
    
    
    28.2
    %
    
    $
    (86,363
    )
    
    
    (88.0
    )%
   28




---



##### Table of Contents



Careers  International
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    192,263
    
    
    
    100.0
    %
    
    $
    309,945
    
    
    
    100.0
    %
    
    $
    (117,682
    )
    
    
    (38.0
    )%Salaries and related
    
    
    98,533
    
    
    
    51.2
    %
    
    
    128,674
    
    
    
    41.5
    %
    
    
    (30,141
    )
    
    
    (23.4
    )%Office and general
    
    
    49,835
    
    
    
    25.9
    %
    
    
    59,886
    
    
    
    19.3
    %
    
    
    (10,051
    )
    
    
    (16.8
    )%Marketing and promotion
    
    
    36,217
    
    
    
    18.8
    %
    
    
    75,310
    
    
    
    24.3
    %
    
    
    (39,093
    )
    
    
    (51.9
    )%Restructuring and other special charges
    
    
    10,368
    
    
    
    5.4
    %
    
    
    4,516
    
    
    
    1.5
    %
    
    
    5,852
    
    
    
    129.6
    %Operating expenses
    
    
    194,953
    
    
    
    101.4
    %
    
    
    268,386
    
    
    
    86.6
    %
    
    
    (73,433
    )
    
    
    (27.4
    )%Operating income
    
    $
    (2,690
    )
    
    
    (1.4
    )%
    
    $
    41,559
    
    
    
    13.4
    %
    
    $
    (44,249
    )
    
    
    (106.5
    )%
   29




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##### Table of Contents



Internet Advertising & Fees
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    64,214
    
    
    
    100.0
    %
    
    $
    63,003
    
    
    
    100.0
    %
    
    $
    1,211
    
    
    
    1.9
    %Salaries and related
    
    
    23,157
    
    
    
    36.1
    %
    
    
    25,603
    
    
    
    40.6
    %
    
    
    (2,446
    )
    
    
    (9.6
    )%Office and general
    
    
    11,605
    
    
    
    18.1
    %
    
    
    12,877
    
    
    
    20.4
    %
    
    
    (1,272
    )
    
    
    (9.9
    )%Marketing and promotion
    
    
    20,353
    
    
    
    31.7
    %
    
    
    20,179
    
    
    
    32.0
    %
    
    
    174
    
    
    
    0.9
    %Restructuring and other special charges
    
    
    616
    
    
    
    1.0
    %
    
    
    1,119
    
    
    
    1.8
    %
    
    
    (503
    )
    
    
    (45.0
    )%Operating expenses
    
    
    55,731
    
    
    
    86.8
    %
    
    
    59,778
    
    
    
    94.9
    %
    
    
    (4,047
    )
    
    
    (6.8
    )%Operating income
    
    $
    8,483
    
    
    
    13.2
    %
    
    $
    3,225
    
    
    
    5.1
    %
    
    $
    5,258
    
    
    
    163.0
    %
    30




---



##### Table of Contents



Income Taxes
  (dollars in thousands)
    
    2009
    
    
    2008
    
    
    $ Change
    
    
    % Change(Loss) income from
continuing operations
before income taxes
    
    $
    (13,854
    )
    
    $
    75,033
    
    
    $
    (88,887
    )
    
    
    (118.5
    )%Income taxes
    
    
    (4,572
    )
    
    
    27,296
    
    
    
    (31,868
    )
    
    
    (116.7
    )%Effective tax rate
    
    
    33.0
    %
    
    
    36.4
    %
  Discontinued Operations, Net of Tax
  Diluted (Loss) Earnings Per Share
  Financial Condition
  June 30,
    
    
    December 31,
    
    
    Change(dollars in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %Cash and cash equivalents
    
    $
    236,252
    
    
    $
    222,260
    
    
    $
    13,992
    
    
    
    6.3
    %Marketable securities (current and non-current)
    
    
    95,805
    
    
    
    91,772
    
    
    
    4,033
    
    
    
    4.4
    %Cash and cash equivalents and marketable
securities
    
    $
    332,057
    
    
    $
    314,032
    
    
    $
    18,025
    
    
    
    5.7
    %Percentage of total assets
    
    
    18.6
    %
    
    
    16.4
    %
   31




---



##### Table of Contents



ChangeJune 30,
    
    
    June 30,(dollars in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %Cash provided by operating
activities of continuing operations
    
    $
    125
    
    
    $
    152,170
    
    
    $
    (152,045
    )
    
    
    (99.9
    )%Cash (used for) provided by
investing activities of continuing
operations
    
    
    (33,089
    )
    
    
    163,654
    
    
    
    (196,743
    )
    
    
    (120.2
    )%Cash provided by (used for)
financing activities of continuing
operations
    
    
    39,602
    
    
    
    (85,308
    )
    
    
    124,910
    
    
    
    146.4
    %Cash used in discontinued operations
    
    
    
    
    
    
    (3,129
    )
    
    
    3,129
    
    
    
    100.0
    %Effect of exchange rates on cash
    
    
    7,354
    
    
    
    8,323
    
    
    
    (969
    )
    
    
    (11.6
    )%
 Liquidity and Capital Resources
      32




---



##### Table of Contents



33




---



##### Table of Contents



Cash Flows
     Share Repurchase Plan
  Fair Value Measurement
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Money market funds
    
    $
    46,570
    
    
    $
    
    
    
    $
    
    
    
    $
    46,570Bank time deposits
    
    
    
    
    
    
    31,432
    
    
    
    
    
    
    
    31,432Commercial paper
    
    
    
    
    
    
    122,274
    
    
    
    
    
    
    
    122,274Government bonds foreign
    
    
    
    
    
    
    9,077
    
    
    
    
    
    
    
    9,077Tax exempt auction rate bonds (Note 6)
    
    
    
    
    
    
    
    
    
    
    89,321
    
    
    
    89,321UBS put option (Note 6)
    
    
    
    
    
    
    
    
    
    
    166
    
    
    
    166Total Assets
    
    $
    46,570
    
    
    $
    162,783
    
    
    $
    89,487
    
    
    $
    298,840Liabilities:Lease exit liability
    
    
    
    
    
    
    
    
    
    
    24,263
    
    
    
    24,263Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    24,263
    
    
    $
    24,263
  34




---



##### Table of Contents



Tax ExemptAuction RateBondsBalance, December 31, 2008
    
    $
    90,347Redemptions
    
    
    (900
    )Unrealized gain included in other comprehensive income
    
    
    125Unrealized loss included in interest and other, net
    
    
    (251
    )Balance, June 30, 2009
    
    $
    89,321
 UBS Put OptionBalance, December 31, 2008
    
    $
    Unrealized gain included in interest and other, net
    
    
    166Balance, June 30, 2009
    
    $
    166
 Lease Exit LiabilityBalance, December 31, 2008
    
    $
    Transfers into Level 3
    
    
    24,263Balance, June 30, 2009
    
    $
    24,263
  Critical Accounting Estimates
  Basis of Presentation and Significant
Accounting Policies Item 8,
Financial Statements and Supplementary Data
 Revenue Recognition and Accounts Receivable
 Revenue Recognition Revenue Arrangements with Multiple Deliveries.
  35




---



##### Table of Contents



Careers (North America and International).
 Internet Advertising & Fees.
 Fair Value Measurements
  Asset Impairment
 Business Combinations, Goodwill and Intangible Assets. Business Combinations ( ).
   Long-lived assets.
  36




---



##### Table of Contents



Income Taxes
 Accounting for Income Taxes
  Stock-Based Compensation
 hare-Based
Payment
 Restructuring and Other Operating Lease Obligations
  Equity Investments
  Recently Issued Accounting Pronouncements
 Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities
 Business Combinations Business Combinations,
  37




---



##### Table of Contents



Fair Value Measurements Effective Date of FASB Statement No. 157
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly
 Noncontrolling Interests in Consolidated
Financial Statements
 Disclosures about Derivative
Instruments and Hedging Activities, an amendment of SFAS No. 133
 Interim
Disclosures about Fair Value of Financial Instruments Disclosures About Fair Value of Financial Instruments , Interim Financial Reporting
 Recognition and Presentation of
Other-Than-Temporary Impairments
  38




---



##### Table of Contents



Subsequent Events
 Accounting for Transfers of Financial Assets an
amendment to SFAS No. 140
 Amending FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles The Hierarchy of Generally Accepted Accounting Principles
 
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Quantitative and Qualitative Disclosures About Market
Risk
 Foreign Exchange Risk
    39




---



##### Table of Contents



Interest Rate Risk
 Credit Facilities
  Investment Portfolio
  Other Market Risks
 Investments in Auction Rate Securities
   40




---



##### Table of Contents



ITEM 4.
    
    CONTROLS AND PROCEDURES
   
 PART IIOTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  Stock Option Investigations and Related Litigation
    Litigation Relating to the Companys Discontinued Tickle Business
   41




---



##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
 Item 1A. Risk Factor Item 1A., Risk Factors
 
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 (a)
    
    The Companys Annual Meeting of Stockholders was held on June 22, 2009.
 (b)
    
    The following directors were elected and received the following vote:
 FOR
    
    
    WITHHOLDSalvatore Iannuzzi
    
    
    105,431,251
    
    
    
    1,260,885Robert J. Chrenc
    
    
    103,996,182
    
    
    
    2,695,954John Gaulding
    
    
    103,574,462
    
    
    
    3,117,674Edmund P. Giambastiani, Jr.
    
    
    103,976,369
    
    
    
    2,715,767Ronald J. Kramer
    
    
    103,386,589
    
    
    
    3,305,547Roberto Tunioli
    
    
    105,073,492
    
    
    
    1,618,644Timothy T. Yates
    
    
    104,613,667
    
    
    
    2,078,469
 (c)
    
    The proposal to amend the Monster Worldwide, Inc. 2008 Equity Incentive Plan to
increase the number of shares authorized for issuance under the Plan was approved by the
following vote:
 FOR
    
    
    71,966,055AGAINST
    
    
    19,256,100ABSTAIN
    
    
    1,516,551BROKER NON-VOTE
    
    
    13,953,430
 (d)
    
    The proposal to ratify the appointment of BDO Seidman, LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2009
was approved by the following vote:
 FOR
    
    
    106,217,757AGAINST
    
    
    421,609ABSTAIN
    
    
    52,770
 
 ITEM 6.
    
    EXHIBITS
  ExhibitNumber
    
    Description10.1
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(1)10.2
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.10.3
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.10.4
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of France.10.5
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United Kingdom.
  42




---



##### Table of Contents



ExhibitNumber
    
    Description15.1
    
    
    Letter from BDO Seidman, LLP regarding unaudited interim financial information.31.1
    
    
    Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Timothy T. Yates pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule
14A filed April 29, 2009.  43




---



##### Table of Contents



SIGNATURES
  MONSTER WORLDWIDE, INC. (Registrant)Dated: July 31, 2009
    By:
    /s/ SALVATORE IANNUZZISalvatore IannuzziChairman, President and Chief
Executive Officer
(principal executive officer)Dated: July 31, 2009
    By:
    /s/ TIMOTHY T. YATESTimothy T. YatesExecutive Vice President and Chief Financial Officer
(principal financial officer)Dated: July 31, 2009
    By:
    /s/ JAMES M. LANGROCKJames M. LangrockSenior Vice President, Finance and
Chief
Accounting Officer
(principal accounting officer)  44




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(1)10.2
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.10.3
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.10.4
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of France.10.5
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United Kingdom.15.1
    
    
    Letter from BDO Seidman, LLP regarding unaudited interim financial information.31.1
    
    
    Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Timothy T. Yates pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule
14A filed April 29, 2009.  45