##### 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 MARCH 31, 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
    
    April 30, 2009Common Stock
    
    
    126,047,291




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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
    
    
    18Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    32PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 6. Exhibits
    
    
    34Signatures
    
    
    35Exhibit 15.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
    2




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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 March 31,2009
    
    
    2008Revenue
    
     $
    254,403
    
    
     $
    366,472Salaries and related
    
    
    122,385
    
    
    
    140,448Office and general
    
    
    62,113
    
    
    
    73,899Marketing and promotion
    
    
    73,691
    
    
    
    111,854Restructuring and other special charges
    
    
    11,008
    
    
    
    6,927Total operating expenses
    
    
    269,197
    
    
    
    333,128Operating (loss) income
    
    
    (14,794
    )
    
    
    33,344Interest and other, net
    
    
    1,203
    
    
    
    7,383(Loss) income from continuing operations before income taxes and loss in equity interests
    
    
    (13,591
    )
    
    
    40,727(Benefit from) provision for income taxes
    
    
    (4,489
    )
    
    
    15,143Loss in equity interests, net
    
    
    (1,239
    )
    
    
    (1,822
    )(Loss) income from continuing operations
    
    
    (10,341
    )
    
    
    23,762Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (1,171
    )Net (loss) income
    
    $
    (10,341
    )
    
     $
    22,591Basic earnings per share:(Loss) income from continuing operations
    
    $
    (0.09
    )
    
    $
    0.19Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (0.01
    )Basic (loss) earnings per share
    
    $
    (0.09
    )
    
     $
    0.18Diluted earnings per share:(Loss) income from continuing operations
    
    $
    (0.09
    )
    
    $
    0.19Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (0.01
    )Diluted (loss) earnings per share
    
    $
    (0.09
    )
    
     $
    0.18Weighted average shares outstanding:Basic
    
    
    118,855
    
    
    
    122,711Diluted
    
    
    118,855
    
    
    
    123,332
 See accompanying notes.
  3




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MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share amounts)
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    411,056
    
    
    $
    222,260Marketable securities
    
    
    992
    
    
    
    1,425Accounts receivable, net of allowance for doubtful accounts of $15,186 and $14,064
    
    
    294,449
    
    
    
    376,720Prepaid and other
    
    
    82,710
    
    
    
    82,416Total current assets
    
    
    789,207
    
    
    
    682,821Marketable securities, non-current
    
    
    89,196
    
    
    
    90,347Goodwill
    
    
    886,970
    
    
    
    894,546Property and equipment, net
    
    
    154,559
    
    
    
    161,282Intangibles, net
    
    
    49,533
    
    
    
    52,335Other assets
    
    
    34,629
    
    
    
    35,259Total assets
    
    $
    2,004,094
    
    
    $
    1,916,590LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    37,132
    
    
    $
    41,524Accrued expenses and other current liabilities
    
    
    178,048
    
    
    
    205,005Deferred revenue
    
    
    344,905
    
    
    
    414,312Borrowings under credit facilities
    
    
    254,174
    
    
    
    54,971Income taxes payable
    
    
    10,477
    
    
    
    7,896Total current liabilities
    
    
    824,736
    
    
    
    723,708Long-term income taxes payable
    
    
    123,385
    
    
    
    119,951Deferred income taxes
    
    
    26,895
    
    
    
    24,658Other long-term liabilities
    
    
    2,943
    
    
    
    1,000Total liabilities
    
    
    977,959
    
    
    
    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: 133,953 and 133,335
shares, respectively; outstanding: 119,232 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
    
    
    1,374,049
    
    
    
    1,367,373Accumulated deficit
    
    
    (356,375
    )
    
    
    (346,034
    )Accumulated other comprehensive income
    
    
    8,327
    
    
    
    25,801Total stockholders equity
    
    
    1,026,135
    
    
    
    1,047,273Total liabilities and stockholders equity
    
    $
    2,004,094
    
    
    $
    1,916,590
 See accompanying notes.
  4




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MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
(unaudited)
 Three Months Ended March 31,2009
    
    
    2008Cash flows provided by operating activities:Net (loss) income
    
    $
    (10,341
    )
    
    $
    22,591Adjustments to reconcile net (loss) income to net cash provided by operating activities:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    1,171Depreciation and amortization
    
    
    16,320
    
    
    
    12,189Provision for doubtful accounts
    
    
    4,072
    
    
    
    3,564Non-cash compensation
    
    
    10,348
    
    
    
    6,495Deferred income taxes
    
    
    (2,488
    )
    
    
    (7,319
    )Non-cash restructuring write-offs, accelerated amortization and loss on disposal of assets
    
    
    3,690
    
    
    
    1,649Loss in equity interests
    
    
    1,239
    
    
    
    1,822Changes in assets and liabilities, net of purchase transactions:Accounts receivable
    
    
    72,347
    
    
    
    37,848Prepaid and other
    
    
    3,246
    
    
    
    1,025Deferred revenue
    
    
    (63,383
    )
    
    
    (2,458
    )Accounts payable, accrued liabilities and other
    
    
    (21,237
    )
    
    
    (289
    )Net cash used for operating activities of discontinued operations
    
    
    (77
    )
    
    
    (560
    )Total adjustments
    
    
    24,077
    
    
    
    55,137Net cash provided by operating activities
    
    
    13,736
    
    
    
    77,728Cash flows (used for) provided by investing activities:Capital expenditures
    
    
    (14,922
    )
    
    
    (20,559
    )Cash funded to equity investees
    
    
    (1,428
    )
    
    
    (5,000
    )Purchase of marketable securities
    
    
    (992
    )
    
    
    (149,249
    )Sales and maturities of marketable securities
    
    
    1,425
    
    
    
    414,453Payments for acquisitions and intangible assets, net of cash acquired
    
    
    
    
    
    
    (61,567
    )Net cash (used for) provided by investing activities
    
    
    (15,917
    )
    
    
    178,078Cash flows provided by (used for) financing activities:Proceeds from borrowings on credit facilities short-term
    
    
    199,203
    
    
    
    Repurchase of common stock
    
    
    (1,907
    )
    
    
    (79,469
    )Payments on debt obligations
    
    
    (5
    )
    
    
    (80
    )Proceeds from exercise of employee stock options
    
    
    9
    
    
    
    418Excess tax benefits from stock-based compensation
    
    
    4
    
    
    
    61Net cash provided by (used for) financing activities
    
    
    197,304
    
    
    
    (79,070
    )Effects of exchange rates on cash
    
    
    (6,327
    )
    
    
    10,256Net increase in cash and cash equivalents
    
    
    188,796
    
    
    
    186,992Cash and cash equivalents, beginning of period
    
    
    222,260
    
    
    
    129,744Cash and cash equivalents, end of period
    
    $
    411,056
    
    
    $
    316,736Supplemental disclosures of cash flow information:Cash paid for income taxes
    
    $
    5,795
    
    
    $
    15,563Cash paid for interest
    
    $
    825
    
    
    $
    369Non-cash financing and investing activities:Settlement of executive bonuses with common stock
    
    $
    2,275Liabilities created in connection with business combinations
    
    $
    
    
    
    $
    449
 See accompanying notes.
  5




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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,
 Fair Value Measurements Effective Date of FASB Statement No. 157
  6




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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
 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
  7




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2. EARNINGS PER SHARE
  Three Months Ended March 31,(thousands of shares)
    
    2009
    
    
    2008Basic weighted average shares outstanding
    
    
    118,855
    
    
    
    122,711Effect of common stock equivalents  stock options and non-vested
stock under employee compensation plans (1)
    
    
    
    
    
    
    621Diluted weighted average shares outstanding (1)
    
    
    118,855
    
    
    
    123,332Weighted average anti-dilutive common stock equivalents(1)
    
    
    11,347
    
    
    
    3,588
 (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 months ended March 31, 2009, those potential shares totaled
1,222. 3. STOCK-BASED COMPENSATION
 hare-Based Payment
   Three Months Ended March 31,2009
    
    
    2008Non-vested stock, included in salaries and related
    
    $
    10,149
    
    
    $
    5,206Non-vested stock, included in restructuring and other special charges
    
    
    
    
    
    
    1,162Stock options, included in salaries and related
    
    
    199
    
    
    
    127Total
    
    $
    10,348
    
    
    $
    6,495
    8




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Weighted Average Fair(thousands of shares)
    
    Shares
    
    
    Value at Grant DateNon-vested at January 1, 2009
    
    
    5,612
    
    
    $
    24.57Granted
    
    
    3,782
    
    
    
    6.76Forfeited
    
    
    (182
    )
    
    
    28.32Vested
    
    
    (568
    )
    
    
    29.53Non-vested at March 31, 2009
    
    
    8,644
    
    
    $
    16.54
   Weighted
    
    
    Weighted AverageAverage Exercise
    
    
    Contractual Term
    
    
    Aggregate(thousands of shares)
    
    Shares
    
    
    Price
    
    
    (in years)
    
    
    Intrinsic ValueOutstanding at January 1, 2009
    
    
    6,290
    
    
    $
    30.58Exercised
    
    
    (1
    )
    
    
    8.68Forfeited/expired/cancelled
    
    
    (719
    )
    
    
    25.21Outstanding at March 31, 2009
    
    
    5,570
    
    
    $
    31.29
    
    
    
    2.6
    
    
    $
    11Options exercisable at March 31, 2009
    
    
    5,353
    
    
    $
    31.29
    
    
    
    2.4
    
    
    $
    11
  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
    9




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5. FAIR VALUE MEASUREMENT
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMoney market funds
    
    $
    132,996
    
    
    $
    
    
    
    $
    
    
    
    $
    132,996Bank time deposits
    
    
    
    
    
    
    23,344
    
    
    
    
    
    
    
    23,344Commercial paper
    
    
    
    
    
    
    148,612
    
    
    
    
    
    
    
    148,612Government bonds U.S.
    
    
    
    
    
    
    61,696
    
    
    
    
    
    
    
    61,696Government bonds foreign
    
    
    
    
    
    
    8,131
    
    
    
    
    
    
    
    8,131Tax exempt auction rate bonds (Note 6)
    
    
    
    
    
    
    
    
    
    
    89,196
    
    
    
    89,196UBS put option (Note 6)
    
    
    
    
    
    
    
    
    
    
    179
    
    
    
    179Total
    
    $
    132,996
    
    
    $
    241,783
    
    
    $
    89,375
    
    
    $
    464,154
  Tax ExemptAuction RateBondsBalance, December 31, 2008
    
    $
    90,347Unrealized loss included in other comprehensive income
    
    
    853Unrealized loss included in interest and other, net
    
    
    298Balance, March 31, 2009
    
    $
    89,196
 UBS Put OptionBalance, December 31, 2008
    
    $
    Unrealized gain (loss) included in interest and other, net
    
    
    179Balance, March 31, 2009
    
    $
    179
   10




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6. INVESTMENTS
 Marketable Securities
        11




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Accounting for Derivative
and Hedging Activities
  Gross unrealized
    
    
    Gross unrealized
    
    
    Estimated fairCost
    
    
    losses
    
    
    gains
    
    
    valueCurrentBank time deposits
    
    $
    992
    
    
    $
    
    
    
    $
    
    
    
    $
    992Total
    
    $
    992
    
    
    $
    
    
    
    $
    
    
    
    $
    992Non-currentTax-exempt auction rate bonds
    
    $
    91,950
    
    
    $
    2,754
    
    
    $
    
    
    
    $
    89,196Total
    
    $
    91,950
    
    
    $
    2,754
    
    
    $
    
    
    
    $
    89,196
 The Meaning of Other-Than-Temporary-Impairment and Its Application to Certain
Investments
 Equity Investments
     Three Months Ended March 31,2009
    
    
    2008Finland
    
    $
    101
    
    
    $
    335Australia
    
    
    (1,340
    )
    
    
    ChinaHR
    
    
    
    
    
    
    (2,157
    )Total
    
    $
    (1,239
    )
    
    $
    (1,822
    )
  12




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7. RESTRUCTURING AND OTHER SPECIAL CHARGES
   Fixed AssetWrite-offs andWorkforce
    
    
    Accelerated
    
    
    Consolidation of
    
    
    Other Costs andReduction
    
    
    Amortization
    
    
    Office Facilities
    
    
    Professional Fees
    
    
    TotalAccrued
restructuring,
January 1, 2009
    
    $
    2,749
    
    
    $
    
    
    
    $
    869
    
    
    $
    101
    
    
    $
    3,7192009 expense
    
    
    4,623
    
    
    
    3,668
    
    
    
    2,006
    
    
    
    711
    
    
    
    11,008Cash payments
    
    
    (2,336
    )
    
    
    
    
    
    
    (300
    )
    
    
    (105
    )
    
    
    (2,741
    )Non-cash transactions
    
    
    
    
    
    
    (3,668
    )
    
    
    
    
    
    
    
    
    
    
    (3,668
    )Accrued
restructuring, March
31, 2009
    
    $
    5,036
    
    
    $
    
    
    
    $
    2,575
    
    
    $
    707
    
    
    $
    8,318
 8. PROPERTY AND EQUIPMENT, NET
  March 31,
    
    
    December 31,2009
    
    
    2008Capitalized software costs
    
    $
    172,311
    
    
    $
    169,497Furniture and equipment
    
    
    30,213
    
    
    
    30,500Leasehold improvements
    
    
    30,610
    
    
    
    30,265Computer and communications equipment
    
    
    168,688
    
    
    
    165,198401,822
    
    
    
    395,460Less: accumulated depreciation
    
    
    247,263
    
    
    
    234,178Property and equipment, net
    
    $
    154,559
    
    
    $
    161,282
    13




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9. FINANCIAL DERIVATIVE INSTRUMENTS
   March 31, 2009Notional Balance
    
    
    Maturity Date
    
    
    Accrued ExpensesDesignated under SFAS 133None
    
    
    
    
    
    
    
    
    
    
    Not Designated under SFAS 133Foreign currency exchange forwards
    
    $18,026 consisting of 6 
different currency pairs
        
    April 2009
    
    $
    (119
    )Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    (119
    )
 December 31, 2008Notional Balance
    
    
    Maturity Date
    
    
    Accrued ExpensesDesignated under SFAS 133None
    
    
    
    
    
    
    
    
    
    
    Not Designated under SFAS 133Foreign currency exchange forwards
    
    $33,080 consisting of 3 
different currency pairs
        
    January 2009
    
    $
    (126
    )Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    (126
    )
 10. DISCONTINUED OPERATIONS
  Three Months EndedMarch 31, 2008Revenue
    
    $
    3,894Loss before income taxes
    
    
    (1,934
    )Income tax benefit
    
    
    (763
    )Loss from discontinued operations, net of tax
    
    $
    (1,171
    )
 11. FINANCING AGREEMENTS
 1 2
  14




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12. COMPREHENSIVE (LOSS) INCOME
  Three Months Ended March 31,2009
    
    
    2008Net (loss) income
    
    $
    (10,341
    )
    
    $
    22,591Foreign currency translation adjustment
    
    
    (16,621
    )
    
    
    38,991Net unrealized losses on available-for-sale securities
    
    
    (853
    )
    
    
    (1,548
    )Comprehensive (loss) income
    
    $
    (27,815
    )
    
    $
    60,034
 13. INCOME TAXES
  Accounting for
Uncertainty in Income Taxes  An interpretation of FASB Statement No. 109
   15




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14. SEGMENT AND GEOGRAPHIC DATA
   Three Months Ended March 31,2009
    
    
    2008RevenueCareers  North America
    
    $
    119,184
    
    
    $
    183,538Careers  International
    
    
    103,665
    
    
    
    153,272Internet Advertising & Fees
    
    
    31,554
    
    
    
    29,662Revenue
    
    $
    254,403
    
    
    $
    366,472Operating
(Loss) IncomeCareers  North America
    
    $
    828
    
    
    $
    39,701Careers  International
    
    
    (671
    )
    
    
    9,643Internet Advertising & Fees
    
    
    3,557
    
    
    
    (1,431
    )Corporate expenses
    
    
    (18,508
    )
    
    
    (14,569
    )Operating (loss) income
    
    $
    (14,794
    )
    
    $
    33,344Depreciation
and AmortizationCareers  North America
    
    $
    7,299
    
    
    $
    5,144Careers  International
    
    
    7,262
    
    
    
    5,563Internet Advertising & Fees
    
    
    1,658
    
    
    
    1,363Corporate expenses
    
    
    101
    
    
    
    119Depreciation and amortization
    
    $
    16,320
    
    
    $
    12,189Restructuring
and Other Special ChargesCareers  North America
    
    $
    2,269
    
    
    $
    3,030Careers  International
    
    
    7,091
    
    
    
    3,116Internet Advertising & Fees
    
    
    445
    
    
    
    781Corporate expenses
    
    
    1,203
    
    
    
    Restructuring and other special charges
    
    $
    11,008
    
    
    $
    6,927Revenue by
Geographic RegionUnited States
    
    $
    145,971
    
    
    $
    206,145Germany
    
    
    22,202
    
    
    
    37,503Other foreign
    
    
    86,230
    
    
    
    122,824Revenue
    
    $
    254,403
    
    
    $
    366,472
  March 31, 2009
    
    
    December 31,
 2008Total
assets by segmentCareers  North America
    
    $
    605,498
    
    
    $
    657,730Careers  International
    
    
    793,953
    
    
    
    843,007Internet Advertising & Fees
    
    
    191,195
    
    
    
    188,507Corporate
    
    
    269,250
    
    
    
    83,217Shared assets (a)
    
    
    144,198
    
    
    
    144,129Total assets
    
    $
    2,004,094
    
    
    $
    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.  March 31,
 2009
    
    
    December 31,
 2008Long-lived
assets by geographic region
(a)United States
    
    $
    115,724
    
    
    $
    117,739International
    
    
    38,835
        
    
    43,543Total long-lived assets
    
    $
    154,559
    
    
    $
    161,282
 (a)
    
    Long-lived assets are composed of only property and equipment, net.  16




---



##### Table of Contents



15. STOCK OPTION INVESTIGATIONS AND LITIGATION
  Stock Option Investigations and Related Litigation
     Litigation Relating to the Companys Discontinued Tickle Business
    17




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
  18




---



##### Table of Contents



ITEM 2.

    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Item 1A. Risk Factors
 Overview
     Restructuring Plan
   19




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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(dollars in thousands)
    
    March 31, 2008Revenue
    
    $
    3,894Loss before income taxes
    
    
    (1,934
    )Income tax benefit
    
    
    (763
    )Loss from discontinued operations, net of tax
    
    $
    (1,171
    )
 Results of Operations
  Three Months Ended March 31,2009
    
    
    2008Revenue
    
    
    100.0
    %
    
    
    100.0
    %Salaries and related
    
    
    48.1
    %
    
    
    38.3
    %Office and general
    
    
    24.4
    %
    
    
    20.2
    %Marketing and promotion
    
    
    29.0
    %
    
    
    30.5
    %Restructuring and other special charges
    
    
    4.3
    %
    
    
    1.9
    %Total operating expenses
    
    
    105.8
    %
    
    
    90.9
    %Operating (loss) income
    
    
    (5.8
    )%
    
    
    9.1
    %Interest and other, net
    
    
    0.5
    %
    
    
    2.0
    %(Loss) income from continuing operations before income taxes and loss in equity interests
    
    
    (5.3
    )%
    
    
    11.1
    %(Benefit from) provision for income taxes
    
    
    (1.8
    )%
    
    
    4.1
    %Loss in equity interest, net
    
    
    (0.5
    )%
    
    
    (0.5
    )%(Loss) income from continuing operations
    
    
    (4.1
    )%
    
    
    6.5
    %Loss from discontinued operations, net of tax
    
    
    (0.0
    )%
    
    
    (0.3
    )%Net (loss) income
    
    
    (4.1
    )%
    
    
    6.2
    %
  20




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##### Table of Contents



The Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008
 Consolidated
Revenue, Operating Expenses and Operating (Loss) Income
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    254,403
    
    
    
    100.0
    %
    
    $
    366,472
    
    
    
    100.0
    %
    
    $
    (112,069
    )
    
    
    (30.6
    )%Salaries and related
    
    
    122,385
    
    
    
    48.1
    %
    
    
    140,448
    
    
    
    38.3
    %
    
    
    (18,063
    )
    
    
    (12.9
    )%Office and general
    
    
    62,113
    
    
    
    24.4
    %
    
    
    73,899
    
    
    
    20.2
    %
    
    
    (11,786
    )
    
    
    (15.9
    )%Marketing and promotion
    
    
    73,691
    
    
    
    29.0
    %
    
    
    111,854
    
    
    
    30.5
    %
    
    
    (38,163
    )
    
    
    (34.1
    )%Restructuring and other special charges
    
    
    11,008
    
    
    
    4.3
    %
    
    
    6,927
    
    
    
    1.9
    %
    
    
    4,081
    
    
    
    58.9
    %Total operating expenses
    
    
    269,197
    
    
    
    105.8
    %
    
    
    333,128
    
    
    
    90.9
    %
    
    
    (63,931
    )
    
    
    (19.2
    )%Operating (loss) income
    
    $
    (14,794
    )
    
    
    (5.8
    )%
    
    $
    33,344
    
    
    
    9.1
    %
    
    $
    (48,138
    )
    
    
    (144.4
    )%
         21




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##### Table of Contents



Careers  North America
  % of
    
    
    
    
    
    
    % of
    
    
    $ (Decrease)
    
    
    % (Decrease)(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    Increase
    
    
    IncreaseRevenue
    
    $
    119,184
    
    
    
    100.0
    %
    
    $
    183,538
    
    
    
    100.0
    %
    
    $
    (64,354
    )
    
    
    (35.1
    )%Selling, general and administrative (a)
    
    
    106,912
    
    
    
    89.7
    %
    
    
    135,936
    
    
    
    74.1
    %
    
    
    (29,024
    )
    
    
    (21.4
    )%Depreciation and amortization (b)
    
    
    11,444
    
    
    
    9.6
    %
    
    
    7,901
    
    
    
    4.3
    %
    
    
    3,543
    
    
    
    44.8
    %Operating income
    
    $
    828
    
    
    
    0.7
    %
    
    $
    39,701
    
    
    
    21.6
    %
    
    $
    (38,873
    )
    
    
    (97.9
    )%
 (a)
    
    Includes restructuring and other special charges of $622 and $944 in 2009 and 2008,
respectively and security breach remediation of $224 in 2008.(b)
    
    Includes $2,498 and $671 relating to the amortization of stock-based compensation in 2009 and
2008, respectively; non-cash write-offs of $1,647 and $924 in 2009 and 2008, respectively; and
restructuring charges of $1,162 for non-cash stock compensation in 2008.   Careers  International
  % of
    
    
    
    
    
    
    % of
    
    
    $

    
    
    %(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    Increase
    
    
    IncreaseRevenue
    
    $
    103,665
    
    
    
    100.0
    %
    
    $
    153,272
    
    
    
    100.0
    %
    
    $
    (49,607
    )
    
    
    (32.4
    )%Selling, general and administrative (a)
    
    
    92,917
    
    
    
    89.6
    %
    
    
    136,610
    
    
    
    89.1
    %
    
    
    (43,693
    )
    
    
    (32.0
    )%Depreciation and amortization (b)
    
    
    11,420
    
    
    
    11.0
    %
    
    
    7,019
    
    
    
    4.6
    %
    
    
    4,401
    
    
    
    62.7
    %Operating (loss) income
    
    $
    (671
    )
    
    
    (0.6
    )%
    
    $
    9,643
    
    
    
    6.3
    %
    
    $
    (10,314
    )
    
    
    (107.0
    )%
 (a)
    
    Includes costs for restructuring and other special charges of $5,897 and $3,116 in 2009 and
2008, respectively; and security breach remediation of $186 in 2008.(b)
    
    Includes $2,964 and $1,456 relating to the amortization of stock-based compensation in 2009
and 2008, respectively; and non-cash write-offs of $1,194 in 2009.   22




---



##### Table of Contents



Internet Advertising & Fees
  % of
    
    
    
    
    
    
    % of
    
    
    $ (Decrease)
    
    
    % (Decrease)(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    Increase
    
    
    IncreaseRevenue
    
    $
    31,554
    
    
    
    100.0
    %
    
    $
    29,662
    
    
    
    100.0
    %
    
    $
    1,892
    
    
    
    6.4
    %Selling, general and administrative (a)
    
    
    25,190
    
    
    
    79.8
    %
    
    
    28,870
    
    
    
    97.3
    %
    
    
    (3,680
    )
    
    
    (12.7
    )%Depreciation and amortization (b)
    
    
    2,807
    
    
    
    8.9
    %
    
    
    2,223
    
    
    
    7.5
    %
    
    
    584
    
    
    
    26.3
    %Operating income
    
    $
    3,557
    
    
    
    11.3
    %
    
    $
    (1,431
    )
    
    
    (4.8
    )%
    
    $
    4,988
    
    
    
    348.6
    %
 (a)
    
    Includes costs for restructuring and other special charges of $445 and $781 in 2009 and
2008, respectively; and security breach remediation of $41 in 2008.(b)
    
    Includes $1,149 and $860 relating to the amortization of stock-based compensation in 2009
and 2008, respectively.   Interest and Other, Net
  Income Taxes
  March 31,
    
    
    March 31,
    
    
    Change(dollars in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %(Loss) income from continuing operations
before income taxes
    
    $
    (13,591
    )
    
    $
    40,727
    
    
    $
    (54,318
    )
    
    
    (133.4
    )%(Benefit from) provision for income taxes
    
    
    (4,489
    )
    
    
    15,143
    
    
    
    (19,632
    )
    
    
    (129.6
    )%Effective tax rate
    
    
    33.0
    %
    
    
    37.2
    %
  23




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##### Table of Contents



Earnings Per Share
  Financial Condition
  March 31,
    
    
    December 31,
    
    
    Change(dollars in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %Cash and cash equivalents
    
    $
    411,056
    
    
    $
    222,260
    
    
    $
    188,796
    
    
    
    84.9
    %Marketable securities (current and non-current)
    
    
    90,188
    
    
    
    91,772
    
    
    
    (1,584
    )
    
    
    (1.7
    )%Cash and cash equivalents and marketable securities
    
    $
    501,244
    
    
    $
    314,032
    
    
    $
    187,212
    
    
    
    59.6
    %Percentage of total assets
    
    
    25.0
    %
    
    
    16.4
    %
   March 31,
    
    
    March 31,
    
    
    Change(dollars in thousands)
    
    2009
    
    
    2008
    
    
    $
    
    
    %Cash provided by operating activities of continuing operations
    
    $
    13,813
    
    
    $
    78,288
    
    
    $
    (64,475
    )
    
    
    (82.4
    )%Cash (used for) provided by investing activities of continuing operations
    
    
    (15,917
    )
    
    
    178,078
    
    
    
    (193,995
    )
    
    
    (108.9
    )%Cash provided by (used for) financing activities of continuing operations
    
    
    197,304
    
    
    
    (79,070
    )
    
    
    276,374
    
    
    
    349.5
    %Cash used in discontinued operations
    
    
    (77
    )
    
    
    (560
    )
    
    
    483
    
    
    
    86.3
    %Effect of exchange rates on cash
    
    
    (6,327
    )
    
    
    10,256
    
    
    
    (16,583
    )
    
    
    (161.7
    )%
 Liquidity and Capital Resources
     24




---



##### Table of Contents



1 2
     25




---



##### Table of Contents



Cash Flows
     Share Repurchase Plan
  Fair Value Measurement
  (dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMoney market funds
    
    $
    132,996
    
    
    $
    
    
    
    $
    
    
    
    $
    132,996Bank time deposits
    
    
    
    
    
    
    23,344
    
    
    
    
    
    
    
    23,344Commercial paper
    
    
    
    
    
    
    148,612
    
    
    
    
    
    
    
    148,612Government bonds U.S.
    
    
    
    
    
    
    61,696
    
    
    
    
    
    
    
    61,696Government bonds foreign
    
    
    
    
    
    
    8,131
    
    
    
    
    
    
    
    8,131Tax exempt auction rate bonds
    
    
    
    
    
    
    
    
    
    
    89,196
    
    
    
    89,196UBS put option
    
    
    
    
    
    
    
    
    
    
    179
    
    
    
    179Total
    
    $
    132,996
    
    
    $
    241,783
    
    
    $
    89,375
    
    
    $
    464,154
  26




---



##### Table of Contents



Tax ExemptAuction Rate(dollars in thousands)
    
    BondsBalance, December 31, 2008
    
    $
    90,347Unrealized loss included in other comprehensive income
    
    
    853Unrealized loss included in interest and other, net
    
    
    298Balance, March 31, 2009
    
    $
    89,196
 (dollars in thousands)
    
    UBS Put OptionBalance, December 31, 2008
    
    $
    Unrealized gain (loss) included in interest and other, net
    
    
    179Balance, March 31, 2009
    
    $
    179
  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.
 Careers (North America and International).
  27




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##### Table of Contents



Internet Advertising & Fees.
 Fair Value Measurements
  Asset Impairment
 Business Combinations, Goodwill and Intangible Assets. Business Combinations ( ).
   Long-lived assets.
 Income Taxes
 Accounting for Income Taxes
   28




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##### Table of Contents



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
 Fair Value Measurements Effective Date of FASB Statement No.
157"
 Noncontrolling Interests in Consolidated
Financial Statements
 Disclosures about Derivative
Instruments and Hedging Activities, an amendment of SFAS No. 133
  29




---



##### Table of Contents



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
 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
  30




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Quantitative and Qualitative Disclosures About Market
Risk
 Foreign Exchange Risk
     Interest Rate Risk
 Credit Facilities
  Investment Portfolio
   31




---



##### Table of Contents



Other Market Risks
 Investments
in Auction Rate Securities
  
 ITEM 4. CONTROLS AND PROCEDURES
    32




---



##### Table of Contents



PART IIOTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  Stock Option Investigations and Related Litigation
     Litigation Relating to the Companys Discontinued Tickle Business
    33




---



##### Table of Contents



ITEM 1A. RISK FACTORS
 Item 1A. Risk Factor Item 1A., Risk Factors
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Maximum DollarTotal Number
    
    
    Value of Sharesof Shares
    
    
    ThatPurchased as
    
    
    May Yet BeAverage
    
    
    Part of Publicly
    
    
    Purchased UnderTotal number
    
    
    Price
    
    
    Announced
    
    
    theof shares
    
    
    Paid Per
    
    
    Plans or
    
    
    Plans orPeriod
    
    repurchased
    
    
    Share
    
    
    Programs
    
    
    Programs(a)As of December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,422,704January 1  January 31
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    February 1  February 28
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    March 1  March 31
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    
 (a)
    
    On November 10, 2005, the Board of Directors approved a share repurchase plan, authorizing
the Company to purchase up to $100 million of shares of its common stock. The November 2005
share repurchase plan was utilized fully during 2007. On September 4, 2007, the Board approved
a share repurchase plan, authorizing the Company to purchase up to an additional $250 million
of shares of its common stock. On October 23, 2007, the Board authorized the Company to
purchase an additional $100 million of shares of its common stock under the share repurchase
plan. On January 30, 2008, the Board authorized the Company to purchase an additional $100
million of shares of its common stock under the share repurchase plan. All repurchase plan
authorizations expired on January 30, 2009. 
 ITEM 6. EXHIBITS
  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.
  34




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##### Table of Contents



SIGNATURES
  MONSTER WORLDWIDE, INC.
(Registrant)Dated: May 6, 2009
    By:
    /s/ SALVATORE IANNUZZISalvatore IannuzziChairman, President and Chief Executive Officer
(principal executive officer)Dated: May 6, 2009
    By:
    /s/ TIMOTHY T. YATESTimothy T. YatesExecutive Vice President and Chief Financial Officer
(principal financial officer)Dated: May 6, 2009
    By:
    /s/ JAMES M. LANGROCKJames M. LangrockSenior Vice President, Finance and Chief Accounting Officer
(principal accounting officer)  35




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##### Table of Contents



EXHIBIT INDEX
 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.
  36