##### 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, 2010
 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
  Class
    
    Outstanding as of
April 26, 2010Common Stock
    
    126,119,571




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##### 



MONSTER WORLDWIDE, INC.
 TABLE OF CONTENTS
 PageNo.PART IFINANCIAL INFORMATIONItem 1. Financial Statements:
    
    
    3Consolidated statements of operations
    
    
    3Consolidated balance sheets
    
    
    4Consolidated statements of cash flows
    
    
    5Notes to consolidated financial statements
    
    
    6Report of Independent Registered Public Accounting Firm
    
    
    19Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    36Item 1A. Risk Factors
    
    
    36Item 6. Exhibits
    
    
    36Signatures
    
    
    37Exhibit 10.2Exhibit 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 EndedMarch 31,2010
    
    
    2009Revenue
    
    $
    215,305
    
    
    $
    254,403Salaries and related
    
    
    128,450
    
    
    
    122,385Office and general
    
    
    62,148
    
    
    
    62,113Marketing and promotion
    
    
    59,581
    
    
    
    73,691Restructuring and other special charges
    
    
    
    
    
    
    11,008Total operating expenses
    
    
    250,179
    
    
    
    269,197Operating loss
    
    
    (34,874
    )
    
    
    (14,794
    )Interest (expense) income and other, net
    
    
    (653
    )
    
    
    1,203Loss from continuing operations before income
taxes and equity interests
    
    
    (35,527
    )
    
    
    (13,591
    )Benefit from income taxes
    
    
    (12,179
    )
    
    
    (4,489
    )Loss in equity interests, net
    
    
    (831
    )
    
    
    (1,239
    )Net loss
    
    $
    (24,179
    )
    
    $
    (10,341
    )Basic loss per share
    
    $
    (0.20
    )
    
    $
    (0.09
    )Diluted loss per share
    
    $
    (0.20
    )
    
    $
    (0.09
    )Weighted average shares outstanding:Basic
    
    
    120,032
    
    
    
    118,855Diluted
    
    
    120,032
    
    
    
    118,855
 See accompanying notes.
  3




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MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share amounts)
 March 31,
    
    
    December 31,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    291,152
    
    
    $
    275,447Marketable securities, current
    
    
    8,150
    
    
    
    9,259Accounts receivable, net of allowance for doubtful accounts of $9,717 and $12,660
    
    
    263,589
    
    
    
    287,698Prepaid and other
    
    
    70,229
    
    
    
    73,089Total current assets
    
    
    633,120
    
    
    
    645,493Marketable securities, non-current
    
    
    13,110
    
    
    
    15,410Goodwill
    
    
    917,187
    
    
    
    925,758Property and equipment, net
    
    
    136,487
    
    
    
    143,727Intangibles, net
    
    
    41,173
    
    
    
    43,863Investment in unconsolidated affiliates
    
    
    330
    
    
    
    546Other assets
    
    
    50,884
    
    
    
    52,393Total assets
    
    $
    1,792,291
    
    
    $
    1,827,190LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    38,821
    
    
    $
    32,066Accrued expenses and other current liabilities
    
    
    160,567
    
    
    
    143,403Deferred revenue
    
    
    304,993
    
    
    
    305,898Current portion of long-term debt and borrowings under credit facilities
    
    
    5,003
    
    
    
    5,010Income taxes payable
    
    
    18,283
    
    
    
    20,779Total current liabilities
    
    
    527,667
    
    
    
    507,156Long-term income taxes payable
    
    
    89,101
    
    
    
    87,343Deferred income taxes
    
    
    35,108
    
    
    
    51,499Long-term debt, less current portion
    
    
    45,000
    
    
    
    45,000Other long-term liabilities
    
    
    3,180
    
    
    
    3,028Total liabilities
    
    
    700,056
    
    
    
    694,026Commitments 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: 135,367 and 134,380
shares, respectively; outstanding: 120,646 and 119,659 shares, respectively
    
    
    135
    
    
    
    134Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: none
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,394,915
    
    
    
    1,395,969Accumulated deficit
    
    
    (351,285
    )
    
    
    (327,106
    )Accumulated other comprehensive income
    
    
    48,470
    
    
    
    64,167Total stockholders equity
    
    
    1,092,235
    
    
    
    1,133,164Total liabilities and stockholders equity
    
    $
    1,792,291
    
    
    $
    1,827,190
 See accompanying notes.
  4




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MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
(unaudited)
 Three Months Ended March 31,2010
    
    
    2009Cash flows provided by operating activities:Net loss
    
    $
    (24,179
    )
    
    $
    (10,341
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    16,604
    
    
    
    16,320Provision for doubtful accounts
    
    
    1,149
    
    
    
    4,072Non-cash compensation
    
    
    10,267
    
    
    
    10,348Deferred income taxes
    
    
    (14,713
    )
    
    
    (2,488
    )Non-cash restructuring write-offs, accelerated amortization and loss on
disposal of assets
    
    
    
    
    
    
    3,690Loss in equity interests, net
    
    
    831
    
    
    
    1,239Changes in assets and liabilities, net of purchase transactions:Accounts receivable
    
    
    17,631
    
    
    
    72,347Prepaid and other
    
    
    1,389
    
    
    
    3,246Deferred revenue
    
    
    4,668
    
    
    
    (63,383
    )Accounts payable, accrued liabilities and other
    
    
    22,569
    
    
    
    (21,237
    )Net cash used for operating activities of discontinued operations
    
    
    
    
    
    
    (77
    )Total adjustments
    
    
    60,395
    
    
    
    24,077Net cash provided by operating activities
    
    
    36,216
    
    
    
    13,736Cash flows used for investing activities:Capital expenditures
    
    
    (8,536
    )
    
    
    (14,922
    )Cash funded to equity investees
    
    
    (1,345
    )
    
    
    (1,428
    )Purchase of marketable securities
    
    
    
    
    
    
    (992
    )Sales and maturities of marketable securities
    
    
    3,414
    
    
    
    1,425Dividends received from unconsolidated investee
    
    
    220
    
    
    
    Net cash used for investing activities
    
    
    (6,247
    )
    
    
    (15,917
    )Cash flows (used for) provided by financing activities:Proceeds from borrowings on credit facilities short-term
    
    
    
    
    
    
    199,203Payments on debt obligations
    
    
    
    
    
    
    (5
    )Excess tax benefits from equity compensation plans
    
    
    
    
    
    
    4Tax
withholdings related to net share settlements of restricted stock
awards and units
    
    
    (6,359
    )
    
    
    (1,907
    )Proceeds from exercise of employee stock options
    
    
    27
    
    
    
    9Net cash (used for) provided by financing activities
    
    
    (6,332
    )
    
    
    197,304Effects of exchange rates on cash
    
    
    (7,932
    )
    
    
    (6,327
    )Net increase in cash and cash equivalents
    
    
    15,705
    
    
    
    188,796Cash and cash equivalents, beginning of period
    
    
    275,447
    
    
    
    222,260Cash and cash equivalents, end of period
    
    $
    291,152
    
    
    $
    411,056Supplemental disclosures of cash flow information:Cash paid for income taxes
    
    $
    1,952
    
    
    $
    5,795Cash paid for interest
    
    $
    1,284
    
    
    $
    825Non-cash financing and investing activities:Settlement of executive bonuses with common stock
    
    $
    
    
    
    $
    2,275
 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 AND BASIS OF PRESENTATION
 Description of Business
  Basis of Presentation
    2. AGREEMENT TO ACQUIRE HOTJOBS BUSINESS FROM YAHOO! INC.
    6




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3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Multiple-Deliverable Revenue Arrangements
 Improving Disclosures about Fair Value
Measurements
 4. EARNINGS PER SHARE
  Three Months EndedMarch 31,(thousands of shares)
    
    2010
    
    
    2009Basic weighted average shares outstanding
    
    
    120,032
    
    
    
    118,855Effect of common stock equivalents  stock options and
non-vested stock under employee compensation plans (1)
    
    
    
    
    
    
    Diluted weighted average shares outstanding (1)
    
    
    120,032
    
    
    
    118,855Weighted average anti-dilutive common stock equivalents (1)
    
    
    7,433
    
    
    
    11,347
 (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, 2010 and 2009, those potential shares
totaled 2,192 and 1,222, respectively, which are included in the weighted average anti-dilutive
common stock equivalents above in addition to 5,241 and 10,125 of out of the money anti-dilutive
common stock equivalents for the three months ended March 31, 2010 and 2009, respectively.  7




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5. STOCK-BASED COMPENSATION
    Three Months Ended March 31,2010
    
    
    2009Non-vested stock, included in salaries and related
    
    $
    10,124
    
    
    $
    10,149Stock options, included in salaries and related
    
    
    143
    
    
    
    199Total
    
    $
    10,267
    
    
    $
    10,348
    WeightedAverage FairValue at Grant(thousands of shares)
    
    Shares
    
    
    DateNon-vested at January 1, 2010
    
    
    7,744
    
    
    $
    15.62Granted
    
    
    1,148
    
    
    
    16.88Forfeited
    
    
    (276
    )
    
    
    15.59Vested
    
    
    (1,569
    )
    
    
    16.94Non-vested at March 31, 2010
    
    
    7,047
    
    
    $
    15.55
   8




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WeightedWeighted
    
    
    Average
    
    
    AggregateAverage Exercise
    
    
    Contractual
    
    
    Intrinsic(thousands of shares)
    
    Shares
    
    
    Price
    
    
    Term (in years)
    
    
    ValueOutstanding at January 1, 2010
    
    
    2,716
    
    
    $
    29.16Exercised
    
    
    (3
    )
    
    
    7.72Forfeited/expired/cancelled
    
    
    (170
    )
    
    
    38.03Outstanding at March 31, 2010
    
    
    2,543
    
    
    $
    28.59
    
    
    
    3.18
    
    
    $
    2,982Options exercisable at March 31, 2010
    
    
    2,469
    
    
    $
    28.53
    
    
    
    3.08
    
    
    $
    2,982
  6. BUSINESS COMBINATIONS
  Acquired Business
    
    Acquisition Date
    
    Business SegmentCinCHouse LLC
    
    July 28, 2009
    
    Internet Advertising & FeesChina 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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7. FAIR VALUE MEASUREMENT
   Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Money market funds
    
    $
    28,383
    
    
    $
    
    
    
    $
    
    
    
    $
    28,383Bank time deposits
    
    
    
    
    
    
    50,255
    
    
    
    
    
    
    
    50,255Commercial paper
    
    
    
    
    
    
    98,519
    
    
    
    
    
    
    
    98,519Government bonds  U.S.
    
    
    
    
    
    
    49,991
    
    
    
    
    
    
    
    49,991Government bonds  foreign
    
    
    
    
    
    
    10,226
    
    
    
    
    
    
    
    10,226Tax exempt auction rate securities (See Note 8)
    
    
    
    
    
    
    
    
    
    
    21,260
    
    
    
    21,260UBS put option (See Note 8)
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    138Total Assets
    
    $
    28,383
    
    
    $
    208,991
    
    
    $
    21,398
    
    
    $
    258,772
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalLiabilities:Lease exit liabilities
    
    $
    
    
    
    $
    
    
    
    $
    21,919
    
    
    $
    21,919Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    21,919
    
    
    $
    21,919
   Tax ExemptAuction RateBondsBalance, December 31, 2009
    
    $
    23,560Redemptions
    
    
    (2,500
    )Realized gain included in interest and other, net
    
    
    200Balance, March 31, 2010
    
    $
    21,260
 UBS Put OptionBalance, December 31, 2009
    
    $
    138Unrealized gain included in interest and other, net
    
    
    Balance, March 31, 2010
    
    $
    138
 Lease ExitLiabilityBalance, December 31, 2009
    
    $
    25,112Expense
    
    
    700Cash Payments
    
    
    (3,893
    )Balance, March 31, 2010
    
    $
    21,919
  10




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8. INVESTMENTS
 Marketable Securities
     11




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Accounting
for Derivative and Hedging Activities Financial Instruments The Fair Value Option for Financial Assets and Liabilities
  Gross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Losses
    
    
    Gains
    
    
    Fair ValueCurrentTax-exempt auction rate bonds
    
    $
    8,300
    
    
    $
    150
    
    
    $
    
    
    
    $
    8,150Total
    
    $
    8,300
    
    
    $
    150
    
    
    $
    
    
    
    $
    8,150Non-currentTax-exempt auction rate bonds
    
    $
    14,250
    
    
    $
    1,140
    
    
    $
    
    
    
    $
    13,110Total
    
    $
    14,250
    
    
    $
    1,140
    
    
    $
    
    
    
    $
    13,110
 The Meaning of Other-Than-Temporary-Impairment and Its
Application to Certain Investment and FSP 115-1 and 124-2
 Equity Investments
   12




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Three Months EndedMarch 31,2010
    
    
    2009Australia
    
    $
    (950
    )
    
    $
    (1,340
    )Finland
    
    
    119
    
    
    
    101Loss in equity interests, net
    
    $
    (831
    )
    
    $
    (1,239
    )
 9. RESTRUCTURING AND OTHER SPECIAL CHARGES
   Cash
    
    
    Non-CashDecember 31, 2009
    
    
    Expense
    
    
    Payments
    
    
    Utilization
    
    
    March 31, 2010Workforce reduction
    
    $
    1,876
    
    
    $
    
    
    
    $
    (540
    )
    
    $
    
    
    
    $
    1,336Consolidation of office facilities
    
    
    1,982
    
    
    
    
    
    
    
    (628
    )
    
    
    
    
    
    
    1,354Other costs and professional fees
    
    
    237
    
    
    
    
    
    
    
    (34
    )
    
    
    
    
    
    
    203Total
    
    $
    4,095
    
    
    $
    
    
    
    $
    (1,202
    )
    
    $
    
    
    
    $
    2,893
  13




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10. PROPERTY AND EQUIPMENT, NET
  March 31, 2010
    
    
    December 31, 2009Capitalized software costs
    
    $
    195,470
    
    
    $
    190,454Furniture and equipment
    
    
    29,916
    
    
    
    30,128Leasehold improvements
    
    
    31,466
    
    
    
    31,803Computer and communications equipment
    
    
    173,833
    
    
    
    173,720430,685
    
    
    
    426,105Less: accumulated depreciation
    
    
    294,198
    
    
    
    282,378Property and equipment, net
    
    $
    136,487
    
    
    $
    143,727
   11. FINANCIAL DERIVATIVE INSTRUMENTS
   March 31, 2010Notional Balance
    
    
    Maturity Date
    
    
    Accrued ExpensesDesignated as Hedges under ASC 815None
    
    
    
    
    
    
    
    
    
    
    Not Designated as Hedges under ASC 815Foreign currency exchange forwards
    
    $16,838 consisting of 10 different currency pairs
    
    April  June 2010
    
    $
    150Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    150
 December 31, 2009Notional Balance
    
    
    Maturity Date
    
    
    Prepaid ExpensesDesignated as Hedges under ASC 815None
    
    
    
    
    
    
    
    
    
    
    Not Designated as Hedges under ASC 815Foreign currency exchange forwards
    
    $21,864 consisting of 10 different currency pairs
    
    January  April 2010
    
    $
    77Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    77
  12. FINANCING AGREEMENTS
   14




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13. COMPREHENSIVE LOSS
  Three Months EndedMarch 31,2010
    
    
    2009Net loss
    
    $
    (24,179
    )
    
    $
    (10,341
    )Foreign currency translation adjustment
    
    
    (15,697
    )
    
    
    (16,621
    )Net unrealized loss on available-for-sale securities
    
    
    
    
    
    
    (853
    )Comprehensive loss
    
    $
    (39,876
    )
    
    $
    (27,815
    )
  15




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14. INCOME TAXES
   15. SEGMENT AND GEOGRAPHIC DATA
  Segments
  Three Months EndedMarch 31,Revenue
    
    2010
    
    
    2009Careers  North America
    
    $
    96,957
    
    
    $
    119,184Careers  International
    
    
    85,625
    
    
    
    103,665Internet Advertising & Fees
    
    
    32,723
    
    
    
    31,554Revenue
    
    $
    215,305
    
    
    $
    254,403
 Three Months EndedMarch 31,Operating Loss (Income)
    
    2010
    
    
    2009Careers  North America
    
    $
    (3,772
    )
    
    $
    828Careers  International
    
    
    (13,412
    )
    
    
    (671
    )Internet Advertising & Fees
    
    
    1,236
    
    
    
    3,557Corporate expenses
    
    
    (18,926
    )
    
    
    (18,508
    )Operating loss
    
    $
    (34,874
    )
    
    $
    (14,794
    )
 Three Months EndedMarch 31,Depreciation and Amortization
    
    2010
    
    
    2009Careers  North America
    
    $
    6,851
    
    
    $
    7,299Careers  International
    
    
    7,436
    
    
    
    7,262Internet Advertising & Fees
    
    
    2,233
    
    
    
    1,658Corporate expenses
    
    
    84
    
    
    
    101Depreciation and amortization
    
    $
    16,604
    
    
    $
    16,320
  16




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Three Months EndedMarch 31,Restructuring and Other Special Charges
    
    2010
    
    
    2009Careers  North America
    
    $
    
    
    
    $
    2,269Careers  International
    
    
    
    
    
    
    7,091Internet Advertising & Fees
    
    
    
    
    
    
    445Corporate expenses
    
    
    
    
    
    
    1,203Restructuring and other special charges
    
    $
    
    
    
    $
    11,008
 Three Months EndedMarch 31,Revenue by Geographic Region (a)
    
    2010
    
    
    2009United States
    
    $
    124,245
    
    
    $
    145,971Germany
    
    
    15,568
    
    
    
    22,202Other foreign
    
    
    75,492
    
    
    
    86,230Revenue
    
    $
    215,305
    
    
    $
    254,403
  Total Assets by Segment
    
    March 31, 2010
    
    
    December 31, 2009Careers  North America
    
    $
    600,088
    
    
    $
    614,363Careers  International
    
    
    712,878
    
    
    
    717,574Internet Advertising & Fees
    
    
    181,354
    
    
    
    184,157Corporate
    
    
    152,537
    
    
    
    171,303Shared assets (b)
    
    
    145,434
    
    
    
    139,793Total assets
    
    $
    1,792,291
    
    
    $
    1,827,190
 Long-lived Assets by Geographic Region (c)
 March 31, 2010
    
    
    December 31, 2009United States
    
    $
    102,548
    
    
    $
    107,004International
    
    
    33,939
    
    
    
    36,723Total long-lived assets
    
    $
    136,487
    
    
    $
    143,727
 
 (a)
    
    Revenue by geographic region is generally based on the location of the Companys subsidiary.(b)
    
    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.(c)
    
    Total long-lived assets include property and equipment, net.  17




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##### Table of Contents



16. STOCK OPTION INVESTIGATIONS AND LITIGATION
  Remaining Litigation Arising from the Companys Historical Stock Option Granting Practices
    18




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
  19




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Item 1A. Risk Factors
 Overview
   tm) tm)
    20




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##### Table of Contents



Agreement to Acquire HotJobs Business from Yahoo! Inc.
     Business Combinations
  Acquired Business
    
    Acquisition Date
    
    Business SegmentCinCHouse LLC
    
    July 28, 2009
    
    Internet Advertising & FeesChina HR.com Holdings Ltd.
    
    October 8, 2008
    
    Careers  InternationalTrovix Inc.
    
    July 31, 2008
    
    Careers  North AmericaAffinity Labs Inc.
    
    January 3, 2008
    
    Internet Advertising & Fees
  21




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##### Table of Contents



Restructuring Program
  Results of Operations
  Three Months EndedMarch 31,2010
    
    
    2009Revenue
    
    
    100.0
    %
    
    
    100.0
    %Salaries and related
    
    
    59.7
    %
    
    
    48.1
    %Office and general
    
    
    28.9
    %
    
    
    24.4
    %Marketing and promotion
    
    
    27.7
    %
    
    
    29.0
    %Restructuring and other special charges
    
    
    0.0
    %
    
    
    4.3
    %Total operating expenses
    
    
    116.2
    %
    
    
    105.8
    %Operating loss
    
    
    (16.2
    )%
    
    
    (5.8
    )%Interest (expense) income and other, net
    
    
    (0.3
    )%
    
    
    0.5
    %Loss from continuing operations before income
taxes and loss in equity interests
    
    
    (16.5
    )%
    
    
    (5.3
    )%Benefit from provision for income taxes
    
    
    (5.7
    )%
    
    
    (1.8
    )%Loss in equity interests, net
    
    
    (0.4
    )%
    
    
    (0.5
    )%Loss from continuing operations
    
    
    (11.2
    )%
    
    
    (4.1
    )%Net loss
    
    
    (11.2
    )%
    
    
    (4.1
    )%
 The Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009
 Consolidated Revenue, Operating Expenses and Operating Loss
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2010
    
    
    Revenue
    
    
    2009
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    215,305
    
    
    
    100.0
    %
    
    $
    254,403
    
    
    
    100.0
    %
    
    $
    (39,098
    )
    
    
    (15.4
    )%Salaries and related
    
    
    128,450
    
    
    
    59.7
    %
    
    
    122,385
    
    
    
    48.1
    %
    
    
    6,065
    
    
    
    5.0
    %Office and general
    
    
    62,148
    
    
    
    28.9
    %
    
    
    62,113
    
    
    
    24.4
    %
    
    
    35
    
    
    
    0.1
    %Marketing and promotion
    
    
    59,581
    
    
    
    27.7
    %
    
    
    73,691
    
    
    
    29.0
    %
    
    
    (14,110
    )
    
    
    (19.1
    )%Restructuring and other special charges
    
    
    
    
    
    
    0.0
    %
    
    
    11,008
    
    
    
    4.3
    %
    
    
    (11,008
    )
    
    
    (100.0
    )%Operating expenses
    
    
    250,179
    
    
    
    116.2
    %
    
    
    269,197
    
    
    
    105.8
    %
    
    
    (19,018
    )
    
    
    (7.1
    )%Operating loss
    
    $
    (34,874
    )
    
    
    (16.2
    )%
    
    $
    (14,794
    )
    
    
    (5.8
    )%
    
    $
    (20,080
    )
    
    
    135.7
    %
  22




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23




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##### Table of Contents



Careers  North America
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2010
    
    
    Revenue
    
    
    2009
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    96,957
    
    
    
    100.0
    %
    
    $
    119,184
    
    
    
    100.0
    %
    
    $
    (22,227
    )
    
    
    (18.6
    )%Salaries and related
    
    
    51,495
    
    
    
    53.1
    %
    
    
    50,805
    
    
    
    42.6
    %
    
    
    690
    
    
    
    1.4
    %Office and general
    
    
    19,978
    
    
    
    20.6
    %
    
    
    23,508
    
    
    
    19.7
    %
    
    
    (3,530
    )
    
    
    (15.0
    )%Marketing and promotion
    
    
    29,256
    
    
    
    30.2
    %
    
    
    41,774
    
    
    
    35.0
    %
    
    
    (12,518
    )
    
    
    (30.0
    )%Restructuring and
other special charges
    
    
    
    
    
    
    0.0
    %
    
    
    2,269
    
    
    
    1.9
    %
    
    
    (2,269
    )
    
    
    (100.0
    )%Operating expenses
    
    
    100,729
    
    
    
    103.9
    %
    
    
    118,356
    
    
    
    99.3
    %
    
    
    (17,627
    )
    
    
    (14.9
    )%Operating (loss) income
    
    $
    (3,772
    )
    
    
    (3.9
    )%
    
    
    828
    
    
    
    0.7
    %
    
    $
    (4,600
    )
    
    
    (555.3
    )%
        24




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##### Table of Contents



Careers  International
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2010
    
    
    Revenue
    
    
    2009
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    85,625
    
    
    
    100.0
    %
    
    $
    103,665
    
    
    
    100.0
    %
    
    $
    (18,040
    )
    
    
    (17.4
    )%Salaries and related
    
    
    55,644
    
    
    
    65.0
    %
    
    
    51,258
    
    
    
    49.4
    %
    
    
    4,386
    
    
    
    8.6
    %Office and general
    
    
    25,229
    
    
    
    29.5
    %
    
    
    24,417
    
    
    
    23.6
    %
    
    
    812
    
    
    
    3.3
    %Marketing and promotion
    
    
    18,164
    
    
    
    21.2
    %
    
    
    21,570
    
    
    
    20.8
    %
    
    
    (3,406
    )
    
    
    (15.8
    )%Restructuring and
other special charges
    
    
    
    
    
    
    0.0
    %
    
    
    7,091
    
    
    
    6.8
    %
    
    
    (7,091
    )
    
    
    (100.0
    )%Operating expenses
    
    
    99,037
    
    
    
    115.7
    %
    
    
    104,336
    
    
    
    100.6
    %
    
    
    (5,299
    )
    
    
    (5.1
    )%Operating loss
    
    $
    (13,412
    )
    
    
    (15.7
    )%
    
    $
    (671
    )
    
    
    (0.6
    )%
    
    $
    (12,741
    )
    
    
    1898.5
    %
       Internet Advertising & Fees
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2010
    
    
    Revenue
    
    
    2009
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    32,723
    
    
    
    100.0
    %
    
    $
    31,554
    
    
    
    100.0
    %
    
    $
    1,169
    
    
    
    3.7
    %Salaries and related
    
    
    12,801
    
    
    
    39.1
    %
    
    
    11,633
    
    
    
    36.9
    %
    
    
    1,168
    
    
    
    10.0
    %Office and general
    
    
    6,712
    
    
    
    20.5
    %
    
    
    5,870
    
    
    
    18.6
    %
    
    
    842
    
    
    
    14.4
    %Marketing and promotion
    
    
    11,974
    
    
    
    36.6
    %
    
    
    10,049
    
    
    
    31.8
    %
    
    
    1,925
    
    
    
    19.2
    %Restructuring and
other special charges
    
    
    
    
    
    
    0.0
    %
    
    
    445
    
    
    
    1.4
    %
    
    
    (445
    )
    
    
    (100.0
    )%Operating expenses
    
    
    31,487
    
    
    
    96.2
    %
    
    
    27,997
    
    
    
    88.7
    %
    
    
    3,490
    
    
    
    12.5
    %Operating income
    
    $
    1,236
    
    
    
    3.8
    %
    
    $
    3,557
    
    
    
    11.3
    %
    
    $
    (2,321
    )
    
    
    (65.3
    )%
  25




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##### Table of Contents



Interest and Other, net
  Income Taxes
  (dollars in thousands)
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeLoss from continuing
operations before
income taxes
    
    $
    (35,527
    )
    
    $
    (13,591
    )
    
    $
    (21,936
    )
    
    
    (161.4
    )%Income taxes
    
    
    (12,179
    )
    
    
    (4,489
    )
    
    
    (7,690
    )
    
    
    (171.3
    )%Effective tax rate
    
    
    34.3
    %
    
    
    33.0
    %
   Diluted Loss Per Share
   26




---



##### Table of Contents



Financial Condition
  March 31,
    
    
    December 31,
    
    
    Change(dollars in thousands)
    
    2010
    
    
    2009
    
    
    $
    
    
    %Cash and cash equivalents
    
    $
    291,152
    
    
    $
    275,447
    
    
    $
    15,705
    
    
    
    5.7
    %Marketable securities (current and non-current)
    
    
    21,260
    
    
    
    24,669
    
    
    
    (3,409
    )
    
    
    (13.8
    )%Cash and cash equivalents and marketable securities
    
    $
    312,412
    
    
    $
    300,116
    
    
    $
    12,296
    
    
    
    4.1
    %Percentage of total assets
    
    
    17.4
    %
    
    
    16.4
    %
   March 31,
    
    
    March 31,
    
    
    Change(dollars in thousands)
    
    2010
    
    
    2009
    
    
    $
    
    
    %Cash provided by operating
activities of continuing operations
    
    $
    36,216
    
    
    $
    13,813
    
    
    $
    22,403
    
    
    
    162.2
    %Cash used for investing activities
of continuing operations
    
    
    (6,247
    )
    
    
    (15,917
    )
    
    
    9,670
    
    
    
    (60.8
    )%Cash (used for) provided by
financing activities of continuing
operations
    
    
    (6,332
    )
    
    
    197,304
    
    
    
    (203,636
    )
    
    
    (103.2
    )%Cash used in discontinued operations
    
    
    
    
    
    
    (77
    )
    
    
    77
    
    
    
    100.0
    %Effect of exchange rates on cash
    
    
    (7,932
    )
    
    
    (6,327
    )
    
    
    (1,605
    )
    
    
    (25.4
    )%
 Liquidity and Capital Resources
     27




---



##### Table of Contents



Credit Facility
   28




---



##### Table of Contents



Agreement to Acquire HotJobs Business from Yahoo! Inc.
  Income Taxes
   29




---



##### Table of Contents



Restructuring Activities
  Operating Lease Obligations
  Cash Flows
     Share Repurchase Plan
  Fair Value Measurement
   30




---



##### Table of Contents



Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Money market funds
    
    $
    28,383
    
    
    $
    
    
    
    $
    
    
    
    $
    28,383Bank time deposits
    
    
    
    
    
    
    50,255
    
    
    
    
    
    
    
    50,255Commercial paper
    
    
    
    
    
    
    98,519
    
    
    
    
    
    
    
    98,519Government bonds  U.S.
    
    
    
    
    
    
    49,991
    
    
    
    
    
    
    
    49,991Government bonds  foreign
    
    
    
    
    
    
    10,226
    
    
    
    
    
    
    
    10,226Tax exempt auction rate securities (See Note 8)
    
    
    
    
    
    
    
    
    
    
    21,260
    
    
    
    21,260UBS put option (See Note 8)
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    138Total Assets
    
    $
    28,383
    
    
    $
    208,991
    
    
    $
    21,398
    
    
    $
    258,772
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalLiabilities:Lease exit liabilities
    
    $
    
    
    
    $
    
    
    
    $
    21,919
    
    
    $
    21,919Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    21,919
    
    
    $
    21,919
   Tax ExemptAuction RateBondsBalance, December 31, 2009
    
    $
    23,560Redemptions
    
    
    (2,500
    )Realized gain included in interest and other, net
    
    
    200Balance, March 31, 2010
    
    $
    21,260
 UBS PutOptionBalance, December 31, 2009
    
    $
    138Unrealized gain included in interest and other, net
    
    
    Balance, March 31, 2010
    
    $
    138
 Lease ExitLiabilityBalance, December 31, 2009
    
    $
    25,112Expense
    
    
    700Cash Payments
    
    
    (3,893
    )Balance, March 31, 2010
    
    $
    21,919
  Critical Accounting Estimates
   31




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##### Table of Contents



Basis of Presentation and Significant
Accounting Policies Item 8,
Financial Statements and Supplementary Data
 Revenue Recognition and Accounts Receivable
 Revenue Recognition
 Careers  North America and Careers  International.
 Internet Advertising & Fees.
 Fair Value Measurements
  Asset Impairment
 Business Combinations, Goodwill and Intangible Assets. Business Combinations
   32




---



##### Table of Contents



Long-lived assets.
 Income Taxes
 Income
Taxes
  Stock-Based Compensation
 Stock Compensation Share-Based Payment
 Restructuring and Other Operating Lease Obligations
  Equity Investments
   33




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##### Table of Contents



Recently Issued Accounting Pronouncements
 Multiple-Deliverable Revenue Arrangements
 Improving Disclosures about Fair Value
Measurements
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Quantitative and Qualitative Disclosures About Market
Risk
 Foreign Exchange Risk
      34




---



##### Table of Contents



Interest Rate Risk
 Credit Facility
  Investment Portfolio
  Other Market Risks
 Investments in Auction Rate Securities
  
 ITEM 4. CONTROLS AND PROCEDURES
    35




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##### Table of Contents



PART IIOTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  Remaining Litigation Arising from the Companys Historical Stock Option Granting Practices
   
 ITEM 1A. RISK FACTORS
 Item 1A. Risk Factor Item 1A., Risk Factors
 
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Bylaws of Monster Worldwide, Inc. (1).10.1
    
    
    Asset Purchase Agreement by and between Monster Worldwide, Inc. and Yahoo! Inc. dated February 3, 2010 (2).10.2
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan As Amended as of March 24, 2010.15.1
    
    
    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 Exhibit 3.1 to the Companys Current Report on Form 8-K
filed on January 27, 2010.(2)
    
    Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K
filed on February 3, 2010.  36




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##### Table of Contents



SIGNATURES
  MONSTER WORLDWIDE, INC. 
(Registrant)Dated: April 30, 2010
    By:
    /s/ SALVATORE IANNUZZISalvatore IannuzziChairman, President and Chief Executive Officer
(principal executive officer)Dated: April 30, 2010
    By:
    /s/ TIMOTHY T. YATESTimothy T. YatesExecutive Vice President and Chief Financial Officer
(principal financial officer)Dated: April 30, 2010
    By:
    /s/ JAMES M. LANGROCKJames M. LangrockSenior Vice President, Finance and Chief
Accounting Officer
(principal accounting officer)  37




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Bylaws of Monster Worldwide, Inc. (1).10.1
    
    
    Asset Purchase Agreement by and between Monster Worldwide, Inc. and Yahoo! Inc. dated
February 3, 2010 (2).10.2
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan As Amended as of March 24, 2010.15.1
    
    
    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 Exhibit 3.1 to the Companys Current Report on Form 8-K filed on
January 27, 2010.(2)
    
    Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
February 3, 2010.  38