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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 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.
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 DELAWARE
    
    13-3906555(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NUMBER)
 622 Third Avenue, New York, New York 10017  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (212) 351-7000  (REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
 Yes þ No o
 Yes o No þ
 þ o
 o o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting Company o(Do not check if a smaller reporting company)
 Yes
o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PagePART IITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    6ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    14ITEM 2. PROPERTIES
    
    
    14ITEM 3. LEGAL PROCEEDINGS
    
    
    14ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    15PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    15ITEM 6. SELECTED FINANCIAL DATA
    
    
    18ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
    
    
    19ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    42ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    43ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    79ITEM 9A. CONTROLS AND PROCEDURES
    
    
    79ITEM 9B. OTHER INFORMATION
    
    
    81PART IIIITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    81ITEM 11. EXECUTIVE COMPENSATION
    
    
    81ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    81ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    81ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    81PART IVITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    81Exhibit 10.17Exhibit 10.19Exhibit 10.22Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   i




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Special Note About Forward-Looking Statements
 Item 1A. Risk Factors
   ii




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PART I
 
 ITEM 1. BUSINESS
 Introduction
 ®
 http://about-monster.com Investor Relations  SEC Filings.
 Agreement to Acquire HotJobs Business from Yahoo! Inc.
   Our Strategy
    1




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Our Services
   2




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Careers (North America and International)
    Internet Advertising & Fees
    Sales and Marketing
   3




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Customers
  Competition
   Intellectual Property
     4




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Employees
  Executive Officers
  Name
    
    Age
    
    PositionSalvatore Iannuzzi
    
    
    56
    
    
    Chairman of the Board, President and Chief Executive OfficerTimothy T. Yates
    
    
    62
    
    
    Executive Vice President and Chief Financial OfficerDarko Dejanovic
    
    
    39
    
    
    Executive Vice President, Global Chief Information Officer
and Head of ProductJames M. Langrock
    
    
    44
    
    
    Senior Vice President, Finance and Chief Accounting OfficerLise Poulos
    
    
    51
    
    
    Executive Vice President and Chief Administrative Officer
 Salvatore Iannuzzi
 Timothy T. Yates
 Darko Dejanovic
  5




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##### Table of Contents



James M. Langrock
 Lise Poulos
 
 ITEM 1A. RISK FACTORS
 The existing global economic and financial market environment has had, and may continue to have, a
negative affect on our business and operations.
   We rely on the value of our brands, particularly Monster, and the costs of maintaining and
enhancing our brand awareness are increasing.
    6




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##### Table of Contents



Our markets are highly competitive.
  
    
    reduce prices;
    
    incorporate new capabilities and technologies; and
    
    accelerate hiring timelines.
  
    
    other employment-related websites, including large national and international competitors
as well as niche career websites targeted at specific industry verticals;
    
    general classified advertising websites, some of which offer a low-cost or free
alternative to our offerings;
    
    professional networking and social networking websites;
    
    traditional media companies, including newspapers; and
    
    Internet portals, search engines and general-interest websites such as blogs.
     Our operating results fluctuate from quarter to quarter.
  
    
    the timing and amount of existing clients subscription renewals;
    
    entering new markets;
    
    enhancements to existing services;
    
    the hiring cycles of employers;
  7




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
    
    changes in general economic conditions, such as recessions, that could, among other
things, affect recruiting efforts generally and online recruiting efforts in particular;
    
    the magnitude and timing of marketing initiatives;
    
    the maintenance and development of our strategic relationships;
    
    our ability to manage our anticipated growth and expansion;
    
    our ability to attract and retain customers;
    
    technical difficulties or system downtime affecting the Internet generally or the
operation of our products and services specifically;
    
    enhancements to technology to safeguard against security breaches; and
    
    the timing and integration of our acquisitions.
 We face risks relating to developing technology, including the Internet.
     
    
    rapidly changing technology in online recruiting;
    
    evolving industry standards relating to online recruiting;
    
    developments and changes relating to the Internet;
    
    evolving government regulations;
    
    competing products and services that offer increased functionality;
    
    changes in employer and job seeker requirements; and
    
    customer privacy protection concerning transactions conducted over the Internet.
  8




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We rely heavily on our information systems and if our access to this technology is impaired, or we
fail to further develop our
technology, our business could be harmed.
  Concerns relating to our privacy policies and our compliance with applicable data protection laws
and regulations could damage our reputation and deter current and potential customers, job seekers
and other Internet users from using our products and services and subject us to fines.
   Intrusions on our systems could damage our business.
   Interruptions, delays or failures in the provision of our services could damage our brand and harm
our operating results.
    9




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We are vulnerable to intellectual property infringement claims brought against us by others.
   If we are unable to protect our proprietary rights or maintain our rights to use key technologies
of third parties, our business may be harmed.
   We have made strategic acquisitions and entered into alliances and joint ventures in the past and
intend to do so in the future. If we are unable to find suitable acquisitions or partners or to
achieve expected benefits from such acquisitions or partnerships, there could be a material adverse
effect on our business, growth rates and results of operations.
   
    
    the difficulty of integrating the operations and personnel of our acquired companies into
our operations;
    
    the potential disruption of our ongoing business and distraction of management;
    
    the difficulty of integrating acquired technology and rights into our services and
unanticipated expenses related to such integration;
  10




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
    
    the impairment of relationships with customers and partners of the acquired companies or
our customers and partners as a result of the integration of acquired operations;
    
    the impairment of relationships with employees of the acquired companies or our employees
as a result of integration of new management personnel;
    
    the difficulty of integrating the acquired companys accounting, management information,
human resources and other administrative systems;
    
    in the case of foreign acquisitions, uncertainty regarding foreign laws and regulations
and difficulty integrating operations and systems as a result of cultural, systems and
operational differences; and
    
    the impact of known potential liabilities or unknown liabilities associated with the
acquired companies.
  We have had and may face future difficulties managing growth.
  If our divested businesses fail to satisfy obligations relating to their operations, we could face
third-party claims seeking to hold us liable for those obligations.
  We face risks relating to our foreign operations.
    11




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
    
    general political uncertainty;
    
    difficulties in staffing and managing foreign operations;
    
    competition from local recruiting services;
    
    operational issues such as longer customer payment cycles and greater difficulties in
collecting accounts receivable;
    
    seasonal reductions in business activity;
    
    language and cultural differences;
    
    taxation issues;
    
    complex legal and regulatory requirements that may be uncertain and may change; and
    
    issues relating to uncertainties of laws and enforcement relating to the regulation and
protection of intellectual property.
   Our future growth depends on our ability to expand operations in international markets. We may have
limited experience or we may need to rely on business partners in these markets, and our future
growth will be materially adversely affected if we are unsuccessful in our international expansion
efforts.
  Our business depends largely on our ability to attract and retain talented employees, including
senior management.
  We may be required to record a significant charge to earnings if our goodwill or amortizable
intangible assets become impaired.
   12




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We estimate tax liabilities, the final determination of which is subject to review by domestic and
international taxation authorities.
  Effects of anti-takeover provisions could inhibit the acquisition of Monster Worldwide by others.
  
    
    discourage potential acquisition proposals;
    
    delay or prevent a change in control; and
    
    limit the price that investors might be willing to pay in the future for shares of our
Common Stock.
  There is volatility in our stock price.
   We face risks associated with government regulation.
    13




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Legal proceedings may significantly harm our business.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
     
 ITEM 3. LEGAL PROCEEDINGS
  Remaining Litigation Arising from the Companys Historical Stock Option Granting Practices
   14




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ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
  
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
   2009
    
    High
    
    
    LowFirst Quarter
    
    $
    12.73
    
    
    $
    5.95Second Quarter
    
    $
    15.00
    
    
    $
    7.91Third Quarter
    
    $
    19.28
    
    
    $
    9.47Fourth Quarter
    
    $
    18.75
    
    
    $
    13.63
 2008
    
    High
    
    
    LowFirst Quarter
    
    $
    32.66
    
    
    $
    23.05Second Quarter
    
    $
    29.33
    
    
    $
    19.98Third Quarter
    
    $
    20.95
    
    
    $
    14.55Fourth Quarter
    
    $
    15.29
    
    
    $
    8.91
 Holders
  Dividends
   15




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Securities Authorized for Issuance under Equity Compensation Plans
  Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation PlansNumber of Securities to
    
    
    Weighted-Average
    
    
    (Excluding Securitiesbe Issued Upon
    
    
    Exercise Price of
    
    
    to be Issued UponExercise of
    
    
    Outstanding
    
    
    Exercise of OutstandingOutstanding Options,
    
    
    Options, Warrants
    
    
    Options, WarrantsPlan Category
    
    Warrants and Rights
    
    
    and Rights
    
    
    and Rights )Equity compensation plans approved by security holders
    
    
    2,715,825
    
    
    $
    29.16
    
    
    
    6,936,437Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,715,825
    
    
    $
    29.16
    
    
    
    6,936,437
 Stock Performance Graph
   Comparison of Five Year Cumulative Total Return
Among Monster Worldwide, Inc., The S&P 500 Index
and The RDG Internet Composite Index
 
  16




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Issuance of Unregistered Securities
  Issuer Purchases of Equity Securities
  
  17




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ITEM 6. SELECTED FINANCIAL DATA
 Managements Discussion and Analysis of Financial Condition and Results of Operations,
 STATEMENTS OF OPERATIONS DATA:
 For the Years Ended December 31,(Dollars
in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Revenue
    
    $
    905,142
    
    
    $
    1,343,627
    
    
    $
    1,323,804
    
    
    $
    1,080,187
    
    
    $
    791,746Salaries and Related, Office & General and Marketing
& Promotion
    
    
    895,281
    
    
    
    1,110,375
    
    
    
    1,082,274
    
    
    
    846,109
    
    
    
    641,707(Reversal of) Provision for legal settlements, net
    
    
    (6,850
    )
    
    
    40,100
    
    
    
    
    
    
    
    
    
    
    
    Restructuring and other special charges
    
    
    16,105
    
    
    
    16,407
    
    
    
    16,597
    
    
    
    
    
    
    
    Amortization of Intangibles
    
    
    9,417
    
    
    
    6,790
    
    
    
    5,701
    
    
    
    7,670
    
    
    
    8,375Total operating expenses
    
    
    913,953
    
    
    
    1,173,672
    
    
    
    1,104,572
    
    
    
    853,779
    
    
    
    650,082Operating (loss) income
    
    $
    (8,811
    )
    
    $
    169,955
    
    
    $
    219,232
    
    
    $
    226,408
    
    
    $
    141,664Income from continuing operations
    
    $
    18,927
    
    
    $
    114,489
    
    
    $
    150,095
    
    
    $
    151,836
    
    
    $
    91,646Net income
    
    $
    18,927
    
    
    $
    124,793
    
    
    $
    146,399
    
    
    $
    37,137
    
    
    $
    98,194Basic earnings per share:Income from continuing operations
    
    $
    0.16
    
    
    $
    0.95
    
    
    $
    1.17
    
    
    $
    1.19
    
    
    $
    0.75Income (loss) from discontinued operations, net of tax
    
    
    
    
    
    
    0.09
    
    
    
    (0.03
    )
    
    
    (0.90
    )
    
    
    0.05Basic earnings per share*
    
    $
    0.16
    
    
    $
    1.04
    
    
    $
    1.14
    
    
    $
    0.29
    
    
    $
    0.80Diluted earnings per share:*Income from continuing operations
    
    $
    0.16
    
    
    $
    0.94
    
    
    $
    1.15
    
    
    $
    1.16
    
    
    $
    0.73Income (loss) from discontinued operations, net of tax
    
    
    
    
    
    
    0.09
    
    
    
    (0.03
    )
    
    
    (0.87
    )
    
    
    0.05Diluted earnings per share *
    
    $
    0.16
    
    
    $
    1.03
    
    
    $
    1.12
    
    
    $
    0.28
    
    
    $
    0.79
 *
    
    Earnings per share may not add in certain periods due to rounding. BALANCE SHEET DATA(a):
 (Dollars in thousands)
 2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Total Current Assets
    
    $
    645,493
    
    
    $
    682,821
    
    
    $
    1,184,965
    
    
    $
    1,123,808
    
    
    $
    773,059Total Current Liabilities
    
    
    507,156
    
    
    
    723,708
    
    
    
    828,660
    
    
    
    826,244
    
    
    
    705,945Total Assets
    
    
    1,827,190
    
    
    
    1,916,590
    
    
    
    2,077,810
    
    
    
    1,969,803
    
    
    
    1,678,715Long-Term Liabilities
    
    
    186,870
    
    
    
    145,609
    
    
    
    132,649
    
    
    
    33,874
    
    
    
    39,430Total Stockholders Equity
    
    $
    1,133,164
    
    
    $
    1,047,273
    
    
    $
    1,116,501
    
    
    $
    1,109,685
    
    
    $
    933,340
   18




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Item 1A. Risk
Factors
 OVERVIEW
 Business
     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 & FeesArbeidskamerater AS (Norway)
    
    January 10, 2007
    
    Careers  International
  19




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Restructuring Program
  Discontinued Operations
   Years Ended December 31,(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007Revenue
    
    $
    
    
    
    $
    6,470
    
    
    $
    27,505Loss before income taxes
    
    
    
    
    
    
    (6,331
    )
    
    
    (6,027
    )Income tax benefit
    
    
    
    
    
    
    (2,501
    )
    
    
    (2,331
    )Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (3,830
    )
    
    
    (3,696
    )Pre-tax loss on Sale or disposal of discontinued operations
    
    
    
    
    
    
    (13,201
    )
    
    
    Income tax benefit
    
    
    
    
    
    
    (27,335
    )
    
    
    Gain on sale or disposal of business, net of tax
    
    
    
    
    
    
    14,134
    
    
    
    Income (loss) from discontinued operations, net of tax
    
    $
    
    
    
    $
    10,304
    
    
    $
    (3,696
    )
  Stock Option Investigation
     20




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RESULTS OF OPERATIONS
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Salaries and related
    
    
    51.2
    %
    
    
    40.4
    %
    
    
    39.6
    %Office and general
    
    
    25.6
    %
    
    
    21.0
    %
    
    
    20.3
    %Marketing and promotion
    
    
    23.2
    %
    
    
    21.7
    %
    
    
    22.2
    %(Reversal of) provision for legal
settlements, net
    
    
    (0.8
    )%
    
    
    3.0
    %
    
    
    0.0
    %Restructuring and other special charges
    
    
    1.8
    %
    
    
    1.2
    %
    
    
    1.3
    %Total operating expenses
    
    
    101.0
    %
    
    
    87.4
    %
    
    
    83.4
    %Operating (loss) income
    
    
    (1.0
    )%
    
    
    12.6
    %
    
    
    16.6
    %Interest and other, net
    
    
    (0.6
    )%
    
    
    1.3
    %
    
    
    1.9
    %(Loss) income from continuing operations
before income taxes and loss in equity
interests
    
    
    (1.6
    )%
    
    
    13.9
    %
    
    
    18.5
    %(Benefit from) provision for income taxes
    
    
    (4.2
    )%
    
    
    4.8
    %
    
    
    6.5
    %Loss in equity interests, net
    
    
    (0.5
    )%
    
    
    (0.6
    )%
    
    
    (0.6
    )%Income from continuing operations
    
    
    2.1
    %
    
    
    8.5
    %
    
    
    11.3
    %Income (loss) from discontinued
operations, net of tax
    
    
    0.0
    %
    
    
    0.8
    %
    
    
    (0.3
    )%Net income
    
    
    2.1
    %
    
    
    9.3
    %
    
    
    11.1
    %
   21




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The Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
 Consolidated Revenue, Operating Expenses and Operating Income
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    905,142
    
    
    
    100.0
    %
    
    $
    1,343,627
    
    
    
    100.0
    %
    
    $
    (438,485
    )
    
    
    (32.6
    )%Salaries and related
    
    
    463,749
    
    
    
    51.2
    %
    
    
    543,268
    
    
    
    40.4
    %
    
    
    (79,519
    )
    
    
    (14.6
    )%Office and general
    
    
    231,288
    
    
    
    25.6
    %
    
    
    282,699
    
    
    
    21.0
    %
    
    
    (51,411
    )
    
    
    (18.2
    )%Marketing and promotion
    
    
    209,661
    
    
    
    23.2
    %
    
    
    291,198
    
    
    
    21.7
    %
    
    
    (81,537
    )
    
    
    (28.0
    )%(Reversal of) provision for legal
settlements, net
    
    
    (6,850
    )
    
    
    (0.8
    )%
    
    
    40,100
    
    
    
    3.0
    %
    
    
    (46,950
    )
    
    
    (117.1
    )%Restructuring and other special charges
    
    
    16,105
    
    
    
    1.8
    %
    
    
    16,407
    
    
    
    1.2
    %
    
    
    (302
    )
    
    
    (1.8
    )%Operating expenses
    
    
    913,953
    
    
    
    101.0
    %
    
    
    1,173,672
    
    
    
    87.4
    %
    
    
    (259,719
    )
    
    
    (22.1
    )%Operating (loss) income
    
    $
    (8,811
    )
    
    
    (1.0
    )%
    
    $
    169,955
    
    
    
    12.6
    %
    
    $
    (178,766
    )
    
    
    (105.2
    )%
       22




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Legal
Proceedings,
   Careers  North America
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    407,118
    
    
    
    100.0
    %
    
    $
    638,118
    
    
    
    100.0
    %
    
    $
    (231,000
    )
    
    
    (36.2
    )%Salaries and related
    
    
    192,145
    
    
    
    47.2
    %
    
    
    213,382
    
    
    
    33.4
    %
    
    
    (21,237
    )
    
    
    (10.0
    )%Office and general
    
    
    93,408
    
    
    
    22.9
    %
    
    
    112,392
    
    
    
    17.6
    %
    
    
    (18,984
    )
    
    
    (16.9
    )%Marketing and promotion
    
    
    98,137
    
    
    
    24.1
    %
    
    
    132,194
    
    
    
    20.7
    %
    
    
    (34,057
    )
    
    
    (25.8
    )%Restructuring and other special charges
    
    
    3,758
    
    
    
    0.9
    %
    
    
    4,895
    
    
    
    0.8
    %
    
    
    (1,137
    )
    
    
    (23.2
    )%Operating expenses
    
    
    387,448
    
    
    
    95.2
    %
    
    
    462,863
    
    
    
    72.5
    %
    
    
    (75,415
    )
    
    
    (16.3
    )%Operating income
    
    $
    19,670
    
    
    
    4.8
    %
    
    $
    175,255
    
    
    
    27.5
    %
    
    $
    (155,585
    )
    
    
    (88.8
    )%
     23




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##### Table of Contents



Careers  International
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    365,478
    
    
    
    100.0
    %
    
    $
    575,182
    
    
    
    100.0
    %
    
    $
    (209,704
    )
    
    
    (36.5
    )%Salaries and related
    
    
    194,633
    
    
    
    53.3
    %
    
    
    248,158
    
    
    
    43.1
    %
    
    
    (53,525
    )
    
    
    (21.6
    )%Office and general
    
    
    100,257
    
    
    
    27.4
    %
    
    
    117,350
    
    
    
    20.4
    %
    
    
    (17,093
    )
    
    
    (14.6
    )%Marketing and promotion
    
    
    66,503
    
    
    
    18.2
    %
    
    
    115,634
    
    
    
    20.1
    %
    
    
    (49,131
    )
    
    
    (42.5
    )%Restructuring and other special charges
    
    
    10,368
    
    
    
    2.8
    %
    
    
    9,313
    
    
    
    1.6
    %
    
    
    1,055
    
    
    
    11.3
    %Operating expenses
    
    
    371,761
    
    
    
    101.7
    %
    
    
    490,455
    
    
    
    85.3
    %
    
    
    (118,694
    )
    
    
    (24.2
    )%Operating (loss) income
    
    $
    (6,283
    )
    
    
    (1.7
    )%
    
    $
    84,727
    
    
    
    14.7
    %
    
    $
    (91,010
    )
    
    
    (107.4
    )%
     24




---



##### Table of Contents



Internet Advertising & Fees
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    132,546
    
    
    
    100.0
    %
    
    $
    130,327
    
    
    
    100.0
    %
    
    $
    2,219
    
    
    
    1.7
    %Salaries and related
    
    
    46,093
    
    
    
    34.8
    %
    
    
    49,448
    
    
    
    37.9
    %
    
    
    (3,355
    )
    
    
    (6.8
    )%Office and general
    
    
    23,632
    
    
    
    17.8
    %
    
    
    26,579
    
    
    
    20.4
    %
    
    
    (2,947
    )
    
    
    (11.1
    )%Marketing and promotion
    
    
    44,091
    
    
    
    33.3
    %
    
    
    41,234
    
    
    
    31.6
    %
    
    
    2,857
    
    
    
    6.9
    %Restructuring and other special charges
    
    
    616
    
    
    
    0.5
    %
    
    
    1,400
    
    
    
    1.1
    %
    
    
    (784
    )
    
    
    (56.0
    )%Operating expenses
    
    
    114,432
    
    
    
    86.3
    %
    
    
    118,661
    
    
    
    91.0
    %
    
    
    (4,229
    )
    
    
    (3.6
    )%Operating income
    
    $
    18,114
    
    
    
    13.7
    %
    
    $
    11,666
    
    
    
    9.0
    %
    
    $
    6,448
    
    
    
    55.3
    %
     Interest and Other, net
   25




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##### Table of Contents



Income Taxes
  (dollars in thousands)
    
    2009
    
    
    2008
    
    
    $ Change
    
    
    % Change(Loss) income from
continuing operations before
income taxes and equity
interests
    
    $
    (14,639
    )
    
    $
    187,238
    
    
    $
    (201,877
    )
    
    
    (107.8
    )%Income tax (benefit) provision
    
    
    (37,883
    )
    
    
    64,910
    
    
    
    (102,793
    )
    
    
    (158.4
    )%Effective tax rate
    
    
    258.78
    %
    
    
    34.67
    %
    
    
    N/A
    
    
    
    N/A
   Discontinued Operations, Net of Tax
  Diluted Earnings Per Share
   26




---



##### Table of Contents



The Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
 Consolidated Revenue, Operating Expenses and Operating Income
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2008
    
    
    Revenue
    
    
    2007
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    1,343,627
    
    
    
    100.0
    %
    
    $
    1,323,804
    
    
    
    100.0
    %
    
    $
    19,823
    
    
    
    1.5
    %Salaries and related
    
    
    543,268
    
    
    
    40.4
    %
    
    
    524,652
    
    
    
    39.6
    %
    
    
    18,616
    
    
    
    3.5
    %Office and general
    
    
    282,699
    
    
    
    21.0
    %
    
    
    268,843
    
    
    
    20.3
    %
    
    
    13,856
    
    
    
    5.2
    %Marketing and promotion
    
    
    291,198
    
    
    
    21.7
    %
    
    
    294,480
    
    
    
    22.2
    %
    
    
    (3,282
    )
    
    
    (1.1
    )%Provision for legal settlements, net
    
    
    40,100
    
    
    
    3.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    40,100
    
    
    
    N/ARestructuring and other special charges
    
    
    16,407
    
    
    
    1.2
    %
    
    
    16,597
    
    
    
    1.3
    %
    
    
    (190
    )
    
    
    (1.1
    )%Operating expenses
    
    
    1,173,672
    
    
    
    87.4
    %
    
    
    1,104,572
    
    
    
    83.4
    %
    
    
    69,100
    
    
    
    6.3
    %Operating income
    
    $
    169,955
    
    
    
    12.6
    %
    
    $
    219,232
    
    
    
    16.6
    %
    
    $
    (49,277
    )
    
    
    (22.5
    )%
         27




---



##### Table of Contents



Careers  North America
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2008
    
    
    Revenue
    
    
    2007
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    638,118
    
    
    
    100.0
    %
    
    $
    707,384
    
    
    
    100.0
    %
    
    $
    (69,266
    )
    
    
    (9.8
    )%Salaries and related
    
    
    213,382
    
    
    
    33.4
    %
    
    
    213,631
    
    
    
    30.2
    %
    
    
    (249
    )
    
    
    (0.1
    )%Office and general
    
    
    112,392
    
    
    
    17.6
    %
    
    
    111,852
    
    
    
    15.8
    %
    
    
    540
    
    
    
    0.5
    %Marketing and promotion
    
    
    132,194
    
    
    
    20.7
    %
    
    
    150,374
    
    
    
    21.3
    %
    
    
    (18,180
    )
    
    
    (12.1
    )%Restructuring and other special charges
    
    
    4,895
    
    
    
    0.8
    %
    
    
    6,665
    
    
    
    0.9
    %
    
    
    (1,770
    )
    
    
    (26.6
    )%Operating expenses
    
    
    462,863
    
    
    
    72.5
    %
    
    
    482,522
    
    
    
    68.2
    %
    
    
    (19,659
    )
    
    
    (4.1
    )%Operating income
    
    $
    175,255
    
    
    
    27.5
    %
    
    $
    224,862
    
    
    
    31.8
    %
    
    $
    (49,607
    )
    
    
    (22.1
    )%
        28




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##### Table of Contents



Careers  International
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2008
    
    
    Revenue
    
    
    2007
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    575,182
    
    
    
    100.0
    %
    
    $
    488,038
    
    
    
    100.0
    %
    
    $
    87,144
    
    
    
    17.9
    %Salaries and related
    
    
    248,158
    
    
    
    43.1
    %
    
    
    220,788
    
    
    
    45.2
    %
    
    
    27,370
    
    
    
    12.4
    %Office and general
    
    
    117,350
    
    
    
    20.4
    %
    
    
    91,638
    
    
    
    18.8
    %
    
    
    25,712
    
    
    
    28.1
    %Marketing and promotion
    
    
    115,634
    
    
    
    20.1
    %
    
    
    116,432
    
    
    
    23.9
    %
    
    
    (798
    )
    
    
    (0.7
    )%Restructuring and other special charges
    
    
    9,313
    
    
    
    1.6
    %
    
    
    7,067
    
    
    
    1.4
    %
    
    
    2,246
    
    
    
    31.8
    %Operating expenses
    
    
    490,455
    
    
    
    85.3
    %
    
    
    435,925
    
    
    
    89.3
    %
    
    
    54,530
    
    
    
    12.5
    %Operating income
    
    $
    84,727
    
    
    
    14.7
    %
    
    $
    52,113
    
    
    
    10.7
    %
    
    $
    32,614
    
    
    
    62.6
    %
        29




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##### Table of Contents



Internet Advertising & Fees
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase(dollars in thousands)
    
    2008
    
    
    Revenue
    
    
    2007
    
    
    Revenue
    
    
    (Decrease)
    
    
    (Decrease)Revenue
    
    $
    130,327
    
    
    
    100.0
    %
    
    $
    128,382
    
    
    
    100.0
    %
    
    $
    1,945
    
    
    
    1.5
    %Salaries and related
    
    
    49,448
    
    
    
    37.9
    %
    
    
    51,123
    
    
    
    39.8
    %
    
    
    (1,675
    )
    
    
    (3.3
    )%Office and general
    
    
    26,579
    
    
    
    20.4
    %
    
    
    30,872
    
    
    
    24.0
    %
    
    
    (4,293
    )
    
    
    (13.9
    )%Marketing and promotion
    
    
    41,234
    
    
    
    31.6
    %
    
    
    27,661
    
    
    
    21.5
    %
    
    
    13,573
    
    
    
    49.1
    %Restructuring and other special charges
    
    
    1,400
    
    
    
    1.1
    %
    
    
    2,115
    
    
    
    1.6
    %
    
    
    (715
    )
    
    
    (33.8
    )%Operating expenses
    
    
    118,661
    
    
    
    91.0
    %
    
    
    111,771
    
    
    
    87.1
    %
    
    
    6,890
    
    
    
    6.2
    %Operating income
    
    $
    11,666
    
    
    
    9.0
    %
    
    $
    16,611
    
    
    
    12.9
    %
    
    $
    (4,945
    )
    
    
    (29.8
    )%
     Interest and Other, net
  Income Taxes
  (dollars in thousands)
    
    2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeIncome from
continuing operations
before income taxes
and equity interests
    
    $
    187,238
    
    
    $
    244,854
    
    
    $
    (57,616
    )
    
    
    (23.5
    )%Income tax provision
    
    
    64,910
    
    
    
    86,461
    
    
    
    (21,551
    )
    
    
    (24.9
    )%Effective tax rate
    
    
    34.67
    %
    
    
    35.31
    %
    
    
    N/A
    
    
    
    N/A
   30




---



##### Table of Contents



Discontinued Operations, Net of Tax
  Diluted Earnings Per Share
  Financial Condition
  Years Ended December 31,(dollars in thousands)
    
    2009
    
    
    2008Cash and cash equivalents
    
    $
    275,447
    
    
    $
    222,260Marketable securities (current and non-current)
    
    
    24,669
    
    
    
    91,772Cash and cash equivalents and marketable
securities
    
    $
    300,116
    
    
    $
    314,032Percentage of total assets
    
    
    16.4
    %
    
    
    16.4
    %
   Years Ended December 31,(dollars in thousands)
    
    2009
    
    
    2008Cash provided by operating activities of
continuing operations
    
    $
    44,725
    
    
    $
    232,683Cash provided by (used for) investing
activities of continuing operations
    
    
    7,879
    
    
    
    (36,500
    )Cash used for financing activities of
continuing operations
    
    
    (11,418
    )
    
    
    (71,794
    )Cash used in discontinued operations
    
    
    
    
    
    
    (6,849
    )Effect of exchange rates on cash
    
    
    12,001
    
    
    
    (25,024
    )
  31




---



##### Table of Contents



Liquidity and Capital Resources
        32




---



##### Table of Contents



Credit Facility
     33




---



##### Table of Contents



Stock Option Investigation
       34




---



##### Table of Contents



Income Taxes
  Restructuring Activities
  Cash Flows
     Share Repurchase Plan
   35




---



##### Table of Contents



Contractual Obligations
  Payment Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations (Dollars in thousands)
    
    Total
    
    
    1 Year
    
    
    1- 3 Years
    
    
    3-5 Years
    
    
    5 yearsOperating Leases
    
    $
    222,679
    
    
    $
    44,452
    
    
    $
    62,209
    
    
    $
    50,070
    
    
    $
    65,948Purchase commitments  advertising contracts
    
    
    23,975
    
    
    
    11,305
    
    
    
    12,538
    
    
    
    88
    
    
    
    44Long-term debt
    
    
    50,000
    
    
    
    5,000
    
    
    
    45,000
    
    
    
    
    
    
    
    Capital Leases
    
    
    10
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    296,664
    
    
    $
    60,767
    
    
    $
    119,747
    
    
    $
    50,158
    
    
    $
    65,992
  Fair Value Measurement
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Money market funds
    
    $
    91,246
    
    
    $
    
    
    
    $
    
    
    
    $
    91,246Bank time deposits
    
    
    
    
    
    
    37,474
    
    
    
    
    
    
    
    37,474Commercial paper
    
    
    
    
    
    
    86,537
    
    
    
    
    
    
    
    86,537Government bonds foreign
    
    
    
    
    
    
    11,795
    
    
    
    
    
    
    
    11,795Tax exempt auction rate securities
    
    
    
    
    
    
    
    
    
    
    23,560
    
    
    
    23,560UBS ARS Rights
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    138Total Assets
    
    $
    91,246
    
    
    $
    135,806
    
    
    $
    23,698
    
    
    $
    250,750Liabilities:Lease exit liabilities
    
    $
    
    
    
    $
    
    
    
    $
    25,112
    
    
    $
    25,112Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    25,112
    
    
    $
    25,112
   36




---



##### Table of Contents



Tax ExemptAuction RateBondsBalance, December 31, 2008
    
    $
    90,347Redemptions/settlements of auction rate securities
    
    
    (62,076
    )Reversal of unrealized loss in other comprehensive income
    
    
    1,603Realized losses included in interest and other, net
    
    
    (4,824
    )Unrealized loss included in interest and other, net
    
    
    (1,490
    )Balance, December 31, 2009
    
    $
    23,560
 UBS Put OptionBalance, December 31, 2008
    
    $
    Unrealized gain included in interest and other, net
    
    
    138Balance, December 31, 2009
    
    $
    138
 LeaseExit LiabilityBalance, December 31, 2008 *
    
    $
    Transfers into Level 3
    
    
    25,112Balance, December 31, 2009
    
    $
    25,112
 *
    
    Prior to the effective date of ASC 820.  CRITICAL ACCOUNTING ESTIMATES
  Basis of Presentation and Significant
Accounting Policies Financial Statements and Supplementary Data
 Revenue Recognition and Accounts Receivable
 Revenue Recognition
 Careers  North America and Careers  International.
  37




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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
 Income
Taxes
  38




---



##### Table of Contents



Stock-Based Compensation
 Stock Compensation Share-Based Payment)
 Restructuring and Other Operating Lease Obligations
  Recently Issued Accounting Pronouncements
 Adoption of New Accounting Standards
 Accounting Standards Codification
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles The Hierarchy of Generally Accepted Accounting Principles
 Participating Securities Granted in Share-Based Transactions
 Earnings Per Share Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities).
 Business Combinations and Noncontrolling Interests
 Business Combinations Business Combinations).
  39




---



##### Table of Contents



Consolidations Noncontrolling Interests in Consolidated Financial Statements).
 Fair Value Measurement and Disclosure
 Fair
Value Measurements and Disclosures 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 Investments  Debt and Equity Securities
 Interim Disclosures about Fair Value of
Financial Instruments).
  Derivative Instruments and Hedging Activities
 Derivatives and Hedging Disclosures about Derivative Instruments and
Hedging Activities, an amendment of SFAS No. 133
 Other-Than-Temporary Impairments
 Investments  Debt and Equity
Securities Recognition and Presentation of Other-Than-Temporary
Impairments), .
  40




---



##### Table of Contents



Subsequent Events
 Subsequent Events Subsequent Events)
 Accounting Standards Not Yet Effective
 Accounting for the Transfers of Financial Assets
 Accounting for Transfers of Financial
Assets an amendment to SFAS No.
 Accounting for Variable Interest Entities
 Amending FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities
 Revenue Recognition
 Multiple-Deliverable Revenue Arrangements
  41




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Exchange Risk
     Interest Rate Risk
 Credit Facility
  Investment Portfolio
  Other Market Risks
 Investments in Auction Rate Securities
   42




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  MONSTER WORLDWIDE, INC.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page No.Report of Independent Registered Public Accounting Firm
    
    
    44Consolidated Balance Sheets
    
    
    45Consolidated Statements of Operations
    
    
    46Consolidated Statements of Stockholders Equity
    
    
    47Consolidated Statements of Cash Flows
    
    
    48Notes to Consolidated Financial Statements
    
    
    49Supplemental Data: Financial Information by Quarter (Unaudited)
    
    
    77
  43




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal Control  Integrated
Framework
  
  44




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##### Table of Contents



MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share amounts)
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    275,447
    
    
    $
    222,260Marketable securities, current
    
    
    9,259
    
    
    
    1,425Accounts receivable, net of allowance for doubtful accounts of $12,660
and $14,064 in 2009 and 2008, respectively
    
    
    287,698
    
    
    
    376,720Prepaid and other
    
    
    73,089
    
    
    
    82,416Total current assets
    
    
    645,493
    
    
    
    682,821Marketable securities, non-current
    
    
    15,410
    
    
    
    90,347Goodwill
    
    
    925,758
    
    
    
    894,546Property and equipment, net
    
    
    143,727
    
    
    
    161,282Intangibles, net
    
    
    43,863
    
    
    
    52,335Investment in unconsolidated affiliates
    
    
    546
    
    
    
    1,843Other assets
    
    
    52,393
    
    
    
    33,416Total assets
    
    $
    1,827,190
    
    
    $
    1,916,590LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    32,066
    
    
    $
    41,524Accrued expenses and other current liabilities
    
    
    143,403
    
    
    
    205,005Deferred revenue
    
    
    305,898
    
    
    
    414,312Current portion of long-term debt and borrowings under credit facilities
    
    
    5,010
    
    
    
    54,971Income taxes payable
    
    
    20,779
    
    
    
    7,896Total current liabilities
    
    
    507,156
    
    
    
    723,708Long-term income taxes payable
    
    
    87,343
    
    
    
    119,951Deferred income taxes
    
    
    51,499
    
    
    
    24,658Long-term debt, less current portion
    
    
    45,000
    
    
    
    Other long-term liabilities
    
    
    3,028
    
    
    
    1,000Total liabilities
    
    
    694,026
    
    
    
    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:134,380 and 133,335 shares, respectively; outstanding: 119,659
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
    
    
    1,395,969
    
    
    
    1,367,373Accumulated deficit
    
    
    (327,106
    )
    
    
    (346,034
    )Accumulated other comprehensive income
    
    
    64,167
    
    
    
    25,801Total stockholders equity
    
    
    1,133,164
    
    
    
    1,047,273Total liabilities and stockholders equity
    
    $
    1,827,190
    
    
    $
    1,916,590
   45




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##### Table of Contents



MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenue
    
    $
    905,142
    
    
    $
    1,343,627
    
    
    $
    1,323,804Salaries and related
    
    
    463,749
    
    
    
    543,268
    
    
    
    524,652Office and general
    
    
    231,288
    
    
    
    282,699
    
    
    
    268,843Marketing and promotion
    
    
    209,661
    
    
    
    291,198
    
    
    
    294,480(Reversal of) Provision for legal
settlements, net
    
    
    (6,850
    )
    
    
    40,100
    
    
    
    Restructuring and other special charges
    
    
    16,105
    
    
    
    16,407
    
    
    
    16,597Total operating expenses
    
    
    913,953
    
    
    
    1,173,672
    
    
    
    1,104,572Operating (loss) income
    
    
    (8,811
    )
    
    
    169,955
    
    
    
    219,232Interest (expense) income, net
    
    
    (1,431
    )
    
    
    14,315
    
    
    
    25,833Other (expense) income, net
    
    
    (4,397
    )
    
    
    2,968
    
    
    
    (211
    )Interest and other, net
    
    
    (5,828
    )
    
    
    17,283
    
    
    
    25,622(Loss) income from continuing operations
before income taxes and equity interests
    
    
    (14,639
    )
    
    
    187,238
    
    
    
    244,854(Benefit from) provision for income taxes
    
    
    (37,883
    )
    
    
    64,910
    
    
    
    86,461Loss in equity interests, net
    
    
    (4,317
    )
    
    
    (7,839
    )
    
    
    (8,298
    )Income from continuing operations
    
    
    18,927
    
    
    
    114,489
    
    
    
    150,095Income (loss) from discontinued
operations, net of tax
    
    
    
    
    
    
    10,304
    
    
    
    (3,696
    )Net income
    
    $
    18,927
    
    
    $
    124,793
    
    
    $
    146,399Basic earnings per share:Income from continuing operations
    
    $
    0.16
    
    
    $
    0.95
    
    
    $
    1.17Income (loss) from discontinued
operations, net of tax
    
    
    
    
    
    
    0.09
    
    
    
    (0.03
    )Basic earnings per share
    
    $
    0.16
    
    
    $
    1.04
    
    
    $
    1.14Diluted earnings per share:Income from continuing operations
    
    $
    0.16
    
    
    $
    0.94
    
    
    $
    1.15Income (loss) from discontinued
operations, net of tax
    
    
    
    
    
    
    0.09
    
    
    
    (0.03
    )Diluted earnings per share
    
    $
    0.16
    
    
    $
    1.03
    
    
    $
    1.12Weighted average shares outstanding:Basic
    
    
    119,359
    
    
    
    120,557
    
    
    
    128,785Diluted
    
    
    121,170
    
    
    
    121,167
    
    
    
    130,755
   46




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##### Table of Contents



MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands)
 Shares of
    
    
    
    
    
    
    
    
    
    
    AccumulatedShares of
    
    
    Class B
    
    
    Common Stock
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Common
    
    
    and Additional
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersStock
    
    
    Stock
    
    
    Paid-in Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    EquityBalance, January 1, 2007
    
    
    125,724
    
    
    
    4,762
    
    
    $
    1,636,154
    
    
    $
    (614,101
    )
    
    $
    87,632
    
    
    $
    1,109,685Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,399
    
    
    
    
    
    
    
    146,399Net unrealized gain on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149
    
    
    
    149Change in cumulative foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,606
    
    
    
    30,606Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    177,154Cumulative effect of adoption of ASC 740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,125
    )
    
    
    
    
    
    
    (3,125
    )Repurchase of common stock
    
    
    (251
    )
    
    
    
    
    
    
    (262,495
    )
    
    
    
    
    
    
    
    
    
    
    (262,495
    )Issuance of common stock for stock option exercises
    
    
    2,136
    
    
    
    
    
    
    
    54,890
    
    
    
    
    
    
    
    
    
    
    
    54,890Tax benefit of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    11,744
    
    
    
    
    
    
    
    
    
    
    
    11,744Stock based compensation- restricted stock
    
    
    661
    
    
    
    
    
    
    
    27,739
    
    
    
    
    
    
    
    
    
    
    
    27,739Stock based compensation- stock options
    
    
    
    
    
    
    
    
    
    
    442
    
    
    
    
    
    
    
    
    
    
    
    442Stock bonus award
    
    
    10
    
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    
    
    
    
    467Balance, December 31, 2007
    
    
    128,280
    
    
    
    4,762
    
    
    
    1,468,941
    
    
    
    (470,827
    )
    
    
    118,387
    
    
    
    1,116,501Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    124,793
    
    
    
    
    
    
    
    124,793Net unrealized loss on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,603
    )
    
    
    (1,603
    )Change in cumulative foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90,983
    )
    
    
    (90,983
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    32,207Conversion of Class B Common Stock to Common Stock
    
    
    4,762
    
    
    
    (4,762
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of common stock
    
    
    (59
    )
    
    
    
    
    
    
    (128,165
    )
    
    
    
    
    
    
    
    
    
    
    (128,165
    )Issuance of common stock for stock option exercises
    
    
    90
    
    
    
    
    
    
    
    1,461
    
    
    
    
    
    
    
    
    
    
    
    1,461Tax provision for stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (4,804
    )
    
    
    
    
    
    
    
    
    
    
    (4,804
    )Stock based compensation- restricted stock
    
    
    254
    
    
    
    
    
    
    
    29,202
    
    
    
    
    
    
    
    
    
    
    
    29,202Stock based compensation- stock options
    
    
    
    
    
    
    
    
    
    
    651
    
    
    
    
    
    
    
    
    
    
    
    651Stock bonus award
    
    
    8
    
    
    
    
    
    
    
    220
    
    
    
    
    
    
    
    
    
    
    
    220Balance, December 31, 2008
    
    
    133,335
    
    
    
    
    
    
    
    1,367,506
    
    
    
    (346,034
    )
    
    
    25,801
    
    
    
    1,047,273Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,927
    
    
    
    
    
    
    
    18,927Reversal of net unrealized loss on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,603
    
    
    
    1,603Change in cumulative foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,763
    
    
    
    36,763Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    57,293Repurchase of common stock
    
    
    (483
    )
    
    
    
    
    
    
    (4,571
    )
    
    
    
    
    
    
    
    
    
    
    (4,571
    )Issuance of common stock for stock option exercises
    
    
    7
    
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    67Tax provision for stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (9,094
    )
    
    
    
    
    
    
    
    
    
    
    (9,094
    )Stock based compensation- restricted stock
    
    
    1,182
    
    
    
    
    
    
    
    39,306
    
    
    
    
    
    
    
    
    
    
    
    39,306Stock based compensation- stock options
    
    
    
    
    
    
    
    
    
    
    615
    
    
    
    
    
    
    
    
    
    
    
    615Stock bonus award
    
    
    339
    
    
    
    
    
    
    
    2,275
    
    
    
    
    
    
    
    
    
    
    
    2,275Balance, December 31, 2009
    
    
    134,380
    
    
    
    
    
    
    $
    1,396,104
    
    
    $
    (327,107
    )
    
    $
    64,167
    
    
    $
    1,133,164
   47




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##### Table of Contents



MONSTER WORLDWIDE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Cash flows provided by operating activities:Net income
    
    $
    18,927
    
    
    $
    124,793
    
    
    $
    146,399Adjustments to reconcile net income to net cash
provided by operating activities:(Income) loss from discontinued operations, net of
tax
    
    
    
    
    
    
    (10,304
    )
    
    
    3,696Depreciation and amortization
    
    
    68,533
    
    
    
    58,020
    
    
    
    43,908(Reversal of) Provision for legal settlements, net
    
    
    (6,850
    )
    
    
    40,100
    
    
    
    Provision for doubtful accounts
    
    
    10,154
    
    
    
    16,231
    
    
    
    12,906Non-cash compensation
    
    
    39,921
    
    
    
    29,853
    
    
    
    28,181Loss in equity interests
    
    
    4,317
    
    
    
    7,839
    
    
    
    8,298Non-cash restructuring write-offs, accelerated
amortization and other
    
    
    8,960
    
    
    
    3,933
    
    
    
    665Deferred income taxes
    
    
    1,189
    
    
    
    7,430
    
    
    
    (5,459
    )Changes in assets and liabilities, net of acquisitions:Accounts receivable
    
    
    80,462
    
    
    
    112,520
    
    
    
    (67,778
    )Prepaid and other
    
    
    (2,669
    )
    
    
    23,168
    
    
    
    (26,213
    )Deferred revenue
    
    
    (111,634
    )
    
    
    (118,299
    )
    
    
    80,186Payments for legal settlements,net
    
    
    
    
    
    
    (29,887
    )
    
    
    Accounts payable, accrued liabilities and other
    
    
    (66,585
    )
    
    
    (32,714
    )
    
    
    51,840Net cash used for operating activities of
discontinued operations
    
    
    
    
    
    
    (6,849
    )
    
    
    (7,450
    )Total adjustments
    
    
    25,798
    
    
    
    101,041
    
    
    
    122,780Net cash provided by operating activities
    
    
    44,725
    
    
    
    225,834
    
    
    
    269,179Cash flows provided by (used for) investing activities:Capital expenditures
    
    
    (48,677
    )
    
    
    (93,627
    )
    
    
    (63,800
    )Payments for acquisitions and intangible assets,
net of cash acquired
    
    
    (300
    )
    
    
    (292,836
    )
    
    
    (2,549
    )Purchase of marketable securities
    
    
    (8,585
    )
    
    
    (183,932
    )
    
    
    (1,424,861
    )Sales and maturities of marketable securities
    
    
    70,977
    
    
    
    539,286
    
    
    
    1,514,051Cash funded to equity investees
    
    
    (6,299
    )
    
    
    (6,402
    )
    
    
    (10,000
    )Dividends received from unconsolidated investee
    
    
    763
    
    
    
    1,011
    
    
    
    Net cash used for investing activities of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    (255
    )Net cash provided by (used for) investing activities
    
    
    7,879
    
    
    
    (36,500
    )
    
    
    12,586Cash flows (used for) provided by financing activities:Proceeds from borrowings on credit facilities
short-term
    
    
    199,203
    
    
    
    251,971
    
    
    
    Payments on borrowings on credit facilities
short-term
    
    
    (256,196
    )
    
    
    (197,893
    )
    
    
    Repurchase of common stock
    
    
    (4,571
    )
    
    
    (128,165
    )
    
    
    (262,495
    )Cash received from the exercise of employee stock
options
    
    
    67
    
    
    
    1,461
    
    
    
    54,890Excess tax benefits from stock-based compensation
    
    
    79
    
    
    
    1,003
    
    
    
    13,799Proceeds on borrowings of term loan
    
    
    50,000
    
    
    
    
    
    
    
    Payments on capitalized leases and other debt
obligations
    
    
    
    
    
    
    (171
    )
    
    
    (100
    )Payments on acquisition debt
    
    
    
    
    
    
    
    
    
    
    (23,362
    )Net cash (used for) provided by financing activities
    
    
    (11,418
    )
    
    
    (71,794
    )
    
    
    (217,268
    )Effects of exchange rates on cash
    
    
    12,001
    
    
    
    (25,024
    )
    
    
    6,567Net increase in cash and cash equivalents
    
    
    53,187
    
    
    
    92,516
    
    
    
    71,064Cash and cash equivalents, beginning of period
    
    
    222,260
    
    
    
    129,744
    
    
    
    58,680Cash and cash equivalents, end of year
    
    $
    275,447
    
    
    $
    222,260
    
    
    $
    129,744
   48




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##### Table of Contents



MONSTER WORLDWIDE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in thousands, except shares and per share amounts)
 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 The Company
  Basis of Presentation
  Use of Estimates
  Revenue Recognition
 Revenue Recognition
 Careers (North America and International).
 Internet Advertising & Fees.
  49




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##### Table of Contents



Business Combinations and Dispositions
 Business Combinations Business Combinations
 Property, Plant and
Equipment Accounting for the Impairment or Disposal of Long-Lived Assets
 Marketing and Promotion
  Fair Value of Financial Instruments
  Concentrations of Risk
   Cash and Cash Equivalents and Marketable Securities
    50




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##### Table of Contents



Accounts Receivable
  Beginning
    
    
    Charged to Costs
    
    
    Write-Offs
    
    
    EndingYear Ended December 31,
    
    Balance
    
    
    and Expenses
    
    
    and Other
    
    
    Balance2009
    
    $
    14,064
    
    
    $
    10,154
    
    
    $
    (11,558
    )
    
    $
    12,6602008
    
    $
    15,613
    
    
    $
    16,231
    
    
    $
    (17,780
    )
    
    $
    14,0642007
    
    $
    11,924
    
    
    $
    12,906
    
    
    $
    (9,217
    )
    
    $
    15,613
 Property and Equipment
  Internal Use Software and Website Development Costs
 Internal-Use Software Accounting for the Cost of Computer Software Developed
or Obtained for Internal Use)
 Goodwill and Intangible Assets
 Goodwill Goodwill and Other Intangible Assets)
    51




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##### Table of Contents



Long-Lived Assets
   Foreign Currency Translation and Transactions
    Income Taxes
 Income Taxes Accounting for Income Taxes)
  Stock-Based Compensation
 Stock Compensation Share-Based Payment)
  52




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##### Table of Contents



Restructuring and Other Special Charges
  Operating Lease Obligations
  Earnings Per Share
  December 31,(thousands of shares)
    
    2009
    
    
    2008
    
    
    2007Basic weighted average shares outstanding
    
    
    119,359
    
    
    
    120,557
    
    
    
    128,785Effect of common stock equivalents  stock
options and non-vested stock under employee
compensation plans
    
    
    1,811
    
    
    
    610
    
    
    
    1,970Diluted weighted average shares outstanding
    
    
    121,170
    
    
    
    121,167
    
    
    
    130,755Weighted average anti-dilutive common stock
equivalents
    
    
    7,871
    
    
    
    8,881
    
    
    
    1,153
 Professional Fees and Expenses Related to the Stock Option Investigation
    53




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##### Table of Contents



Recently Issued Accounting Pronouncements
 Adoption of New Accounting Standards
 Accounting Standards Codification
 The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles The Hierarchy of Generally
Accepted Accounting Principles
 Participating Securities Granted in Share-Based Transactions
 Earnings Per Share Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities).
 Business Combinations and Noncontrolling Interests
 Business Combinations Business Combinations).
  54




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##### Table of Contents



Consolidations Noncontrolling Interests in Consolidated Financial Statements).
 Fair Value Measurement and Disclosure
 Fair
Value Measurements and Disclosures 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 Investments  Debt and Equity Securities
 Interim Disclosures about Fair Value of
Financial Instruments).
  Derivative Instruments and Hedging Activities
 Derivatives and Hedging Disclosures about Derivative Instruments and Hedging
Activities, an amendment of SFAS No. 133
 Other-Than-Temporary Impairments
 Investments  Debt and Equity
Securities Recognition and Presentation of Other-Than-Temporary
Impairments), .
  55




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Subsequent Events
 Subsequent Events Subsequent Events)
 Accounting Standards Not Yet Effective
 Accounting for the Transfers of Financial Assets
 Accounting for Transfers of Financial
Assets an amendment to SFAS No.
 Accounting for Variable Interest Entities
 Amending FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities
 Revenue Recognition
 Multiple-Deliverable Revenue Arrangements
 2. STOCK-BASED COMPENSATION
   56




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Years Ended December 31,2009
    
    
    2008
    
    
    2007Non-vested stock, included in salaries and related
    
    $
    39,306
    
    
    $
    28,040
    
    
    $
    27,739Non-vested stock, included in restructuring and other special charges
    
    
    
    
    
    
    1,162
    
    
    
    Stock options, included in salaries and related
    
    
    615
    
    
    
    651
    
    
    
    442Total
    
    $
    39,921
    
    
    $
    29,853
    
    
    $
    28,181
   Restricted Stock
    2009 Restricted Stock.
  57




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##### Table of Contents



2008 Restricted Stock.
 2007 Restricted Stock.
   December 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage Fair
    
    
    
    
    
    
    Average Fair
    
    
    
    
    
    
    Average FairValue at Grant
    
    
    
    
    
    
    Value at Grant
    
    
    
    
    
    
    Value at Grant(thousands of shares)
    
    Shares
    
    
    Date
    
    
    Shares
    
    
    Date
    
    
    Shares
    
    
    DateNon-vested at beginning of period
    
    
    5,612
    
    
    $
    24.57
    
    
    
    1,671
    
    
    $
    39.67
    
    
    
    969
    
    
    $
    44.53Granted  Restricted Stock Units
    
    
    1,103
    
    
    
    6.93
    
    
    
    1,035
    
    
    
    26.95
    
    
    
    915
    
    
    
    47.17Granted  Restricted Stock
    
    
    2,993
    
    
    
    7.93
    
    
    
    4,022
    
    
    
    20.51
    
    
    
    1,506
    
    
    
    38.26Forfeited
    
    
    (782
    )
    
    
    20.04
    
    
    
    (862
    )
    
    
    33.28
    
    
    
    (1,048
    )
    
    
    46.17Vested
    
    
    (1,182
    )
    
    
    30.81
    
    
    
    (254
    )
    
    
    41.86
    
    
    
    (671
    )
    
    
    42.40Non-vested at end of period
    
    
    7,744
    
    
    $
    15.62
    
    
    
    5,612
    
    
    $
    24.57
    
    
    
    1,671
    
    
    $
    39.67
 Stock Options
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Risk-free interest rate
    
    
    N/A
    
    
    
    2.7
    %
    
    
    5.0
    %Volatility
    
    
    N/A
    
    
    
    40.9
    %
    
    
    50.7
    %Expected life (years)
    
    
    N/A
    
    
    
    3.7
    
    
    
    3.3
 Employee Stock Options.
  58




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December 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average(thousands of shares)
    
    Shares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise PriceOutstanding at beginning of year
    
    
    6,290
    
    
    $
    30.58
    
    
    
    6,876
    
    
    $
    29.13
    
    
    
    9,573
    
    
    $
    28.97Granted
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    27.77
    
    
    
    83
    
    
    
    46.70Exercised
    
    
    (7
    )
    
    
    9.81
    
    
    
    (89
    )
    
    
    16.34
    
    
    
    (2,136
    )
    
    
    25.70Forfeited/expired/cancelled
    
    
    (3,567
    )
    
    
    32.19
    
    
    
    (635
    )
    
    
    35.83
    
    
    
    (644
    )
    
    
    38.89Outstanding at Year end
    
    
    2,716
    
    
    $
    29.16
    
    
    
    6,290
    
    
    $
    30.58
    
    
    
    6,876
    
    
    $
    29.13Options exercisable at Year end
    
    
    2,581
    
    
    $
    29.03
    
    
    
    5,980
    
    
    $
    30.54
    
    
    
    5,696
    
    
    $
    28.90Aggregate intrinsic value of options
exercised during the year
    
    $
    33
    
    
    
    
    
    
    $
    546
    
    
    
    
    
    
    $
    48,794
   Options Outstanding
    
    
    Options ExercisableWeightedWeighted
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    WeightedAverage
    
    
    Aggregate
    
    
    Remaining
    
    
    
    
    
    
    Average
    
    
    AggregateRange of Exercise
    
    Number
    
    
    Exercise
    
    
    Intrinsic
    
    
    Contractual
    
    
    Number
    
    
    Exercise
    
    
    IntrinsicPrices
    
    Outstanding
    
    
    Price
    
    
    Value
    
    
    Life (Years)
    
    
    Exercisable
    
    
    Price
    
    
    Value$0.00 to $20.00
    
    
    479
    
    
    $
    10.33
    
    
    $
    3,390
    
    
    
    2.8
    
    
    
    479
    
    
    $
    10.33
    
    
    $
    3,39020.01 to 26.00
    
    
    622
    
    
    
    24.65
    
    
    
    
    
    
    
    3.6
    
    
    
    622
    
    
    
    24.65
    
    
    
    26.01 to 32.00
    
    
    535
    
    
    
    28.85
    
    
    
    
    
    
    
    2.9
    
    
    
    426
    
    
    
    29.08
    
    
    
    32.01 to 50.00
    
    
    894
    
    
    
    36.77
    
    
    
    
    
    
    
    3.8
    
    
    
    868
    
    
    
    36.48
    
    
    
    50.01 to 97.34
    
    
    186
    
    
    
    56.98
    
    
    
    
    
    
    
    1.5
    
    
    
    186
    
    
    
    56.98
    
    
    
    Total
    
    
    2,716
    
    
    $
    29.16
    
    
    $
    3,390
    
    
    
    3.3
    
    
    
    2,581
    
    
    $
    29.03
    
    
    $
    3,390
 3. 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 & FeesArbeidskamerater AS (Norway)
    
    January 10, 2007
    
    Careers  International
  59




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4. GOODWILL AND INTANGIBLE ASSETS
  InternetCareers  North
    
    
    Career 
    
    
    AdvertisingAmerica
    
    
    International
    
    
    and Fees
    
    
    TotalJanuary 1, 2008
    
    $
    346,505
    
    
    $
    174,095
    
    
    $
    94,734
    
    
    $
    615,334Additions and adjustments
    
    
    56,725
    
    
    
    236,483
    
    
    
    58,370
    
    
    
    351,578Currency translation
    
    
    
    
    
    
    (72,353
    )
    
    
    (13
    )
    
    
    (72,366
    )December 31, 2008
    
    $
    403,230
    
    
    $
    338,225
    
    
    $
    153,091
    
    
    $
    894,546Additions and adjustments
    
    
    (1,280
    )
    
    
    5,886
    
    
    
    (1,508
    )
    
    
    3,098Currency translation
    
    
    
    
    
    
    28,107
    
    
    
    7
    
    
    
    28,114December 31, 2009
    
    $
    401,950
    
    
    $
    372,218
    
    
    $
    151,590
    
    
    $
    925,758
  60




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December 31, 2009
    
    
    December 31, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Accumulated
    
    
    AmortizationAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization
    
    
    Period (Years)Trademarks/Internet domains
    
    $
    13,777
    
    
    $
    
    
    
    $
    13,332
    
    
    $
    
    
    
    Indefinite livedCustomer relationships
    
    
    57,573
    
    
    
    35,452
    
    
    
    54,524
    
    
    
    27,900
    
    
    
    5 to 30Acquired Technology
    
    
    6,975
    
    
    
    2,035
    
    
    
    6,975
    
    
    
    640
    
    
    
    3 to 5Non-compete agreements
    
    
    4,499
    
    
    
    1,684
    
    
    
    4,355
    
    
    
    575
    
    
    
    2 to 6Other
    
    
    4,319
    
    
    
    4,109
    
    
    
    6,156
    
    
    
    3,892
    
    
    
    4 to 10Total
    
    $
    87,143
    
    
    $
    43,280
    
    
    $
    85,342
    
    
    $
    33,007
  2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014Estimated amortization expense
    
    $
    8,217
    
    
    $
    7,649
    
    
    $
    6,301
    
    
    $
    4,534
    
    
    $
    3,385
 5. PROPERTY AND EQUIPMENT, NET
 December 31,2009
    
    
    2008Capitalized software costs
    
    $
    190,454
    
    
    $
    169,497Furniture and equipment
    
    
    30,128
    
    
    
    30,500Leasehold improvements
    
    
    31,803
    
    
    
    30,265Computer and communications equipment
    
    
    173,720
    
    
    
    165,198426,105
    
    
    
    395,460Less: accumulated depreciation
    
    
    282,378
    
    
    
    234,178Property and equipment, net
    
    $
    143,727
    
    
    $
    161,282
  6. FAIR VALUE MEASUREMENT
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Money market funds
    
    $
    91,246
    
    
    $
    
    
    
    $
    
    
    
    $
    91,246Bank time deposits
    
    
    
    
    
    
    37,474
    
    
    
    
    
    
    
    37,474Commercial paper
    
    
    
    
    
    
    86,537
    
    
    
    
    
    
    
    86,537Government bonds foreign
    
    
    
    
    
    
    11,795
    
    
    
    
    
    
    
    11,795Tax exempt auction rate securities (See Note 7)
    
    
    
    
    
    
    
    
    
    
    23,560
    
    
    
    23,560UBS put option (See Note 7)
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    138Total Assets
    
    $
    91,246
    
    
    $
    135,806
    
    
    $
    23,698
    
    
    $
    250,750Liabilities:Lease exit liabilities
    
    $
    
    
    
    $
    
    
    
    $
    25,112
    
    
    $
    25,112Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    25,112
    
    
    $
    25,112
  61




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Tax ExemptAuction RateBondsBalance, December 31, 2008
    
    $
    90,347Redemptions/settlements of auction rate securities (See Note 7)
    
    
    (62,076
    )Reversal of unrealized loss in other comprehensive income
    
    
    1,603Realized losses included in interest and other, net
    
    
    (4,824
    )Unrealized loss included in interest and other, net
    
    
    (1,490
    )Balance, December 31, 2009
    
    $
    23,560
 UBS Put OptionBalance, December 31, 2008
    
    $
    Unrealized gain included in interest and other, net
    
    
    138Balance, December 31, 2009
    
    $
    138
 LeaseExit LiabilityBalance, December 31, 2008 *
    
    $
    Transfers into Level 3
    
    
    25,112Balance, December 31, 2009
    
    $
    25,112
 *-
    
    Prior to the effective date of ASC 820.  7. INVESTMENTS
 Marketable Securities
   62




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63




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##### Table of Contents



Accounting
for Derivative and Hedging Activities) Financial Instruments The Fair Value Option for Financial
Assets and Liabilities
  Gross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Losses
    
    
    Gains
    
    
    Fair ValueCurrentBank time deposits
    
    $
    1,109
    
    
    $
    
    
    
    $
    
    
    
    $
    1,109Tax-exempt auction rate bonds
    
    
    8,300
    
    
    
    150
    
    
    
    
    
    
    
    8,150Total
    
    $
    9,409
    
    
    $
    150
    
    
    $
    
    
    
    $
    9,259Non-currentTax-exempt auction rate bonds
    
    $
    16,750
    
    
    $
    1,340
    
    
    $
    
    
    
    $
    15,410Total
    
    $
    16,750
    
    
    $
    1,340
    
    
    $
    
    
    
    $
    15,410
 The Meaning of Other-Than-Temporary-Impairment and Its
Application to Certain Investment and FSP 115-1 and 124-2
 Equity Investments
   64




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December 31, 2009Current assets
    
    $
    3,423Non-current assets
    
    
    Total assets
    
    
    3,423Current liabilities
    
    
    3,044Non-current liabilities
    
    
    Total liabilities
    
    $
    3,044
 Year EndedDecember 31, 2009Revenue
    
    $
    8,925Loss from continuing operations
    
    
    (14,427
    )Net loss
    
    $
    (14,322
    )
  65




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Years Ended December 31,2009
    
    
    2008
    
    
    2007ChinaHR (Until acquired October 8, 2008)
    
    $
    
    
    
    $
    (8,337
    )
    
    $
    (9,627
    )Finland
    
    
    194
    
    
    
    928
    
    
    
    1,329Australia
    
    
    (4,511
    )
    
    
    (430
    )Loss in equity interests, net
    
    $
    (4,317
    )
    
    $
    (7,839
    )
    
    $
    (8,298
    )
 8. FINANCIAL DERIVATIVE INSTRUMENTS
   December 31, 2009PrepaidNotional Balance
    
    
    Maturity Date
    
    
    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
 December 31, 2008AccruedNotional Balance
    
    
    Maturity Date
    
    
    ExpensesDesignated as Hedges under ASC 815None
    
    
    
    
    
    
    
    
    
    
    Not Designated as Hedges under ASC 815Foreign currency exchange forwards
    
    $33,200 consisting of 3 different currency pairs
    
    
    January 2009
    
    
    $
    (100
    )Total Derivative Instruments
    
    
    
    
    
    
    
    
    
    $
    (100
    )
  9. RESTRUCTURING AND OTHER SPECIAL CHARGES
   66




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Other CostsConsolidation
    
    
    andWorkforce
    
    
    Fixed Asset
    
    
    of Office
    
    
    ProfessionalReduction
    
    
    Write-Offs
    
    
    Facilities
    
    
    Fees
    
    
    TotalDecember 31, 2007
    
    $
    6,226
    
    
    $
    
    
    
    $
    459
    
    
    $
    505
    
    
    $
    7,1902008 expense
    
    
    11,079
    
    
    
    3,695
    
    
    
    1,130
    
    
    
    503
    
    
    
    16,407Cash payments
    
    
    (13,394
    )
    
    
    
    
    
    
    (720
    )
    
    
    (907
    )
    
    
    (15,021
    )Non-cash payments
    
    
    (1,162
    )
    
    
    (3,695
    )
    
    
    
    
    
    
    
    
    
    
    (4,857
    )December 31, 2008
    
    
    2,749
    
    
    
    
    
    
    
    869
    
    
    
    101
    
    
    
    3,7192009 expense
    
    
    7,731
    
    
    
    4,721
    
    
    
    2,876
    
    
    
    777
    
    
    
    16,105Cash payments
    
    
    (8,604
    )
    
    
    
    
    
    
    (1,763
    )
    
    
    (641
    )
    
    
    (11,008
    )Non-cash payments
    
    
    
    
    
    
    (4,721
    )
    
    
    
    
    
    
    
    
    
    
    (4,721
    )December 31, 2009
    
    $
    1,876
    
    
    $
    
    
    
    $
    1,982
    
    
    $
    237
    
    
    $
    4,095
 10. DISCONTINUED OPERATIONS
   Years Ended December 31,(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007Revenue
    
    $
    
    
    
    $
    6,470
    
    
    $
    27,505Loss before income taxes
    
    
    
    
    
    
    (6,331
    )
    
    
    (6,027
    )Income tax benefit
    
    
    
    
    
    
    (2,501
    )
    
    
    (2,331
    )Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (3,830
    )
    
    
    (3,696
    )Pre-tax loss on Sale or disposal of discontinued operations
    
    
    
    
    
    
    (13,201
    )
    
    
    Income tax benefit
    
    
    
    
    
    
    (27,335
    )
    
    
    Gain on sale or disposal of business, net of tax
    
    
    
    
    
    
    14,134
    
    
    
    Income (loss) from discontinued operations, net of tax
    
    $
    
    
    
    $
    10,304
    
    
    $
    (3,696
    )
  67




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11. FINANCING AGREEMENT
        68




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12. SUPPLEMENTAL CASH FLOW AND BALANCE SHEET INFORMATION
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Interest paid
    
    $
    4,030
    
    
    $
    3,249
    
    
    $
    2,318Income tax (refunded) paid, net
    
    $
    (27,908
    )
    
    $
    29,127
    
    
    $
    69,599
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Fair value of assets acquired
    
    $
    600
    
    
    $
    327,252
    
    
    $
    3,767Less: Liabilities assumed
    
    
    
    
    
    
    (26,343
    )
    
    
    (323
    )Liabilities created in
connection with business
combinations
    
    
    (300
    )
    
    
    (8,073
    )
    
    
    (895
    )Payments for acquisitions and
intangible assets, net of cash
acquired
    
    $
    300
    
    
    $
    292,836
    
    
    $
    2,549
  December 31,2009
    
    
    2008Accrued salaries, benefits, commissions, bonuses and payroll taxes
    
    $
    58,670
    
    
    $
    83,785
 13. STOCKHOLDERS EQUITY
 Common and Class B Common Stock
  Share Repurchase Plan
   Equity Plans
   69




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14. INCOME TAXES
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Domestic
    
    $
    (39,480
    )
    
    $
    57,694
    
    
    $
    159,019Foreign
    
    
    24,841
    
    
    
    129,544
    
    
    
    85,835(Loss) income from
continuing operations
before income taxes and
loss in equity
interests
    
    $
    (14,639
    )
    
    $
    187,238
    
    
    $
    244,854
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Current income taxes:U.S. Federal
    
    $
    (45,090
    )
    
    $
    31,066
    
    
    $
    63,360State and local
    
    
    (6,747
    )
    
    
    4,614
    
    
    
    12,334Foreign
    
    
    12,765
    
    
    
    21,800
    
    
    
    16,226Total current income taxes
    
    
    (39,072
    )
    
    
    57,480
    
    
    
    91,920Deferred income taxes:U.S. Federal
    
    
    22,195
    
    
    
    4,025
    
    
    
    (8,570
    )State and local
    
    
    133
    
    
    
    1,215
    
    
    
    (1,817
    )Foreign
    
    
    (21,139
    )
    
    
    2,190
    
    
    
    4,928Total deferred income taxes
    
    
    1,189
    
    
    
    7,430
    
    
    
    (5,459
    )Income taxes
    
    $
    (37,883
    )
    
    $
    64,910
    
    
    $
    86,461
  70




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December 31,2009
    
    
    2008Deferred tax assets:Allowance for doubtful accounts
    
    $
    2,554
    
    
    $
    4,778Accrued expenses and other liabilities
    
    
    12,503
    
    
    
    24,319Accrued business reorganization costs
    
    
    3,374
    
    
    
    3,692Tax loss carry-forwards
    
    
    70,032
    
    
    
    41,408Tax credits
    
    
    23,428
    
    
    
    5,397Non-cash stock based compensation
expense
    
    
    11,399
    
    
    
    14,586Valuation allowance
    
    
    (27,875
    )
    
    
    (29,028
    )Deferred tax assets
    
    
    95,415
    
    
    
    65,152Deferred tax liabilities:Branch Operations
    
    
    (21,647
    )
    
    
    0Property and equipment
    
    
    (22,558
    )
    
    
    (14,378
    )Intangibles
    
    
    (62,366
    )
    
    
    (50,393
    )Deferred tax liabilities
    
    
    (106,571
    )
    
    
    (64,771
    )Net deferred tax (liabilities) assets
    
    $
    (11,156
    )
    
    $
    381
      71




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008
    
    
    2007Income taxes at Federal statutory rate
    
    $
    (5,124
    )
    
    $
    65,533
    
    
    $
    85,699State income taxes, net of Federal income
tax effect
    
    
    (1,949
    )
    
    
    3,869
    
    
    
    7,911Tax exempt interest income
    
    
    (271
    )
    
    
    (2,203
    )
    
    
    (8,021
    )Effect of foreign operations
    
    
    (1,090
    )
    
    
    (5,228
    )
    
    
    (3,542
    )Change in valuation allowance
    
    
    3,251
    
    
    
    (3,554
    )
    
    
    (1,261
    )Reversals of accrued income tax
    
    
    (33,022
    )
    
    
    (1,738
    )Interest expense on tax liabilities, net
of reversals
    
    
    (2,165
    )
    
    
    3,552
    
    
    
    4,115Other non-deductible expenses
    
    
    2,487
    
    
    
    4,679
    
    
    
    1,560Income taxes
    
    $
    (37,883
    )
    
    $
    64,910
    
    
    $
    86,461
  Accounting for Uncertainty in Income Taxes  an interpretation
of FASB Statement No. 109
   Unrecognized tax benefits: January 1, 2009
    
    $
    129,884Gross increases: tax positions taken in prior periods
    
    
    7,311Gross decreases: tax positions taken in prior periods
    
    
    (8,275
    )Gross increases: current period tax positions
    
    
    14,149Reductions due to lapse of statute of limitations
    
    
    (38,827
    )Unrecognized tax benefits: December 31, 2009
    
    $
    104,242
    72




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15. COMMITMENTS
 Leases
  Operating
    
    
    SubleaseLeases
    
    
    Income2010
    
    $
    44,452
    
    
    $
    8,3082011
    
    
    34,101
    
    
    
    6,5202012
    
    
    28,108
    
    
    
    5,8112013
    
    
    25,288
    
    
    
    5,8092014
    
    
    24,782
    
    
    
    5,802Thereafter
    
    
    65,948
    
    
    
    23,152Total
    
    $
    222,679
    
    
    $
    55,402
  Consulting, Employment and Non-Compete Agreements
  Employee Benefit Plans
    73




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##### Table of Contents



16. RELATED PARTY TRANSACTIONS
  17. SEGMENT AND GEOGRAPHIC DATA
  Segments
  Years Ended December 31,Revenue
    
    2009
    
    
    2008
    
    
    2007Careers  North America
    
    $
    407,118
    
    
    $
    638,118
    
    
    $
    707,384Careers  International
    
    
    365,478
    
    
    
    575,182
    
    
    
    488,038Internet Advertising & Fees
    
    
    132,546
    
    
    
    130,327
    
    
    
    128,382Revenue
    
    $
    905,142
    
    
    $
    1,343,627
    
    
    $
    1,323,804
 Years Ended December 31,Operating (Loss) Income
    
    2009
    
    
    2008
    
    
    2007Careers  North America
    
    $
    19,670
    
    
    $
    175,255
    
    
    $
    224,862Careers  International
    
    
    (6,283
    )
    
    
    84,727
    
    
    
    52,113Internet Advertising & Fees
    
    
    18,114
    
    
    
    11,666
    
    
    
    16,61131,501
    
    
    
    271,648
    
    
    
    293,586Corporate expenses
    
    
    (40,312
    )
    
    
    (101,693
    )
    
    
    (74,354
    )Operating (loss) income
    
    $
    (8,811
    )
    
    $
    169,955
    
    
    $
    219,232
 Years Ended December 31,Depreciation and Amortization
    
    2009
    
    
    2008
    
    
    2007Careers  North America
    
    $
    31,318
    
    
    $
    24,541
    
    
    $
    19,406Careers  International
    
    
    29,651
    
    
    
    26,551
    
    
    
    18,170Internet Advertising & Fees
    
    
    7,163
    
    
    
    6,299
    
    
    
    5,42168,132
    
    
    
    57,391
    
    
    
    42,997Corporate expenses
    
    
    401
    
    
    
    629
    
    
    
    911Depreciation and amortization
    
    $
    68,533
    
    
    $
    58,020
    
    
    $
    43,908
 Years Ended December 31,Restructuring and Other Special Charges
    
    2009
    
    
    2008
    
    
    2007Careers  North America
    
    $
    3,758
    
    
    $
    4,895
    
    
    $
    6,665Careers  International
    
    
    10,368
    
    
    
    9,313
    
    
    
    7,067Internet Advertising & Fees
    
    
    616
    
    
    
    1,400
    
    
    
    2,115Corporate expenses
    
    
    1,363
    
    
    
    799
    
    
    
    750Restructuring and other special
charges
    
    $
    16,105
    
    
    $
    16,407
    
    
    $
    16,597
  74




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Years Ended December 31,Revenue by Geographic Region (a)
    
    2009
    
    
    2008
    
    
    2007United States
    
    $
    521,697
    
    
    $
    740,934
    
    
    $
    812,328Germany
    
    
    72,554
    
    
    
    136,491
    
    
    
    112,284Other foreign
    
    
    310,891
    
    
    
    466,202
    
    
    
    399,192Revenue
    
    $
    905,142
    
    
    $
    1,343,627
    
    
    $
    1,323,804
 December 31,Long-lived Assets by Geographic Region (b)
    
    2009
    
    
    2008
    
    
    2007United States
    
    $
    107,004
    
    
    $
    117,738
    
    
    $
    83,216International
    
    
    36,723
    
    
    
    43,544
    
    
    
    40,181Total long-lived assets
    
    $
    143,727
    
    
    $
    161,282
    
    
    $
    123,397
  December 31,Total Assets by Segment
    
    2009
    
    
    2008Careers  North America
    
    $
    614,363
    
    
    $
    657,730Careers  International
    
    
    717,574
    
    
    
    843,007Internet Advertising & Fees
    
    
    184,157
    
    
    
    188,507Corporate
    
    
    171,303
    
    
    
    83,217Shared assets (c)
    
    
    139,793
    
    
    
    144,129Total assets
    
    $
    1,827,190
    
    
    $
    1,916,590
 (a)
    
    Revenue by geographic region is generally based on the location of the Companys subsidiary.(b)
    
    Total long-lived assets includes property and equipment, net.(c)
    
    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. 18. STOCK OPTION INVESTIGATIONS AND LITIGATION
  Remaining Litigation Arising from the Companys Historical Stock Option Granting Practices
   75




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19. SUBSEQUENT EVENT
    76




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MONSTER WORLDWIDE, INC.
 
 FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
(In thousands, except per share amounts)
 Quarter2009
    
    First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Full YearRevenue:Careers
    
    $
    222,849
    
    
    $
    190,397
    
    
    $
    179,941
    
    
    $
    179,409
    
    
    $
    772,596Internet Advertising & Fees
    
    
    31,554
    
    
    
    32,660
    
    
    
    34,592
    
    
    
    33,740
    
    
    
    132,546Total revenue
    
    
    254,403
    
    
    
    223,057
    
    
    
    214,533
    
    
    
    213,149
    
    
    
    905,142Salaries and related
    
    
    122,385
    
    
    
    113,484
    
    
    
    112,833
    
    
    
    115,047
    
    
    
    463,749Office and general
    
    
    62,113
    
    
    
    59,862
    
    
    
    59,841
    
    
    
    49,472
    
    
    
    231,288Marketing and promotion
    
    
    73,691
    
    
    
    44,953
    
    
    
    45,757
    
    
    
    45,260
    
    
    
    209,661(Reversal of) Provision for legal settlements, net
    
    
    
    
    
    
    
    
    
    
    (6,850
    )
    
    
    
    
    
    
    (6,850
    )Restructuring and other special charges
    
    
    11,008
    
    
    
    5,097
    
    
    
    
    
    
    
    
    
    
    
    16,105Total operating expenses
    
    
    269,197
    
    
    
    223,396
    
    
    
    211,581
    
    
    
    209,779
    
    
    
    913,953Operating (loss) income
    
    
    (14,794
    )
    
    
    (339
    )
    
    
    2,952
    
    
    
    3,370
    
    
    
    (8,811
    )Interest and other, net
    
    
    1,203
    
    
    
    76
    
    
    
    (48
    )
    
    
    (7,059
    )
    
    
    (5,828
    )(Loss) income from continuing operations before income
taxes and loss in equity interests
    
    
    (13,591
    )
    
    
    (263
    )
    
    
    2,904
    
    
    
    (3,689
    )
    
    
    (14,639
    )Income taxes
    
    
    (4,489
    )
    
    
    (83
    )
    
    
    (30,891
    )
    
    
    (2,420
    )
    
    
    (37,883
    )Loss in equity interests, net
    
    
    (1,239
    )
    
    
    (1,190
    )
    
    
    (1,044
    )
    
    
    (844
    )
    
    
    (4,317
    )(Loss) income from continuing operations
    
    
    (10,341
    )
    
    
    (1,370
    )
    
    
    32,751
    
    
    
    (2,113
    )
    
    
    18,927Income (loss) from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (10,341
    )
    
    $
    (1,370
    )
    
    $
    32,751
    
    
    $
    (2,113
    )
    
    $
    18,927Basic (loss) earnings per share:(a)(Loss) income from continuing operations
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    0.27
    
    
    $
    (0.02
    )
    
    $
    0.16Income (loss) from discontinued operations, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Basic (loss) earnings per share
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    0.27
    
    
    $
    (0.02
    )
    
    $
    0.16Diluted (loss) earnings per share:(a)(Loss) income from continuing operations
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    0.27
    
    
    $
    (0.02
    )
    
    $
    0.16Income (loss) from discontinued operations, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted (loss) earnings per share
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    0.27
    
    
    $
    (0.02
    )
    
    $
    0.16Weighted average shares outstanding:Basic
    
    
    118,855
    
    
    
    119,274
    
    
    
    119,473
    
    
    
    119,575
    
    
    
    119,359Diluted
    
    
    118,855
    
    
    
    119,274
    
    
    
    121,676
    
    
    
    119,575
    
    
    
    121,170
 (a)
    
    Earnings per share calculations for each quarter include the
weighted average effect of stock issuances and common stock
equivalents for the quarter; therefore, the sum of quarterly
earnings per share amounts may not equal full-year earnings per
share amounts, which reflect the weighted average effect on an
annual basis. Diluted earnings per share calculations for each
quarter include the effect of stock options, non-vested
restricted stock units and non-vested restricted stock, when
dilutive to the quarter. In addition, basic earnings per share
and diluted earnings per share may not add due to rounding.  77




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MONSTER WORLDWIDE, INC.
 FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
(In thousands, except per share amounts)
 Quarter2008
    
    First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Full YearRevenue:Careers
    
    $
    336,810
    
    
    $
    320,953
    
    
    $
    297,606
    
    
    $
    257,931
    
    
    $
    1,213,300Internet Advertising & Fees
    
    
    29,662
    
    
    
    33,341
    
    
    
    34,583
    
    
    
    32,741
    
    
    
    130,327Total revenue
    
    
    366,472
    
    
    
    354,294
    
    
    
    332,189
    
    
    
    290,672
    
    
    
    1,343,627Salaries and related
    
    
    140,448
    
    
    
    135,879
    
    
    
    136,506
    
    
    
    130,435
    
    
    
    543,268Office and general
    
    
    73,899
    
    
    
    75,358
    
    
    
    71,834
    
    
    
    61,608
    
    
    
    282,699Marketing and promotion
    
    
    111,854
    
    
    
    68,976
    
    
    
    57,684
    
    
    
    52,684
    
    
    
    291,198Provision for legal settlements, net
    
    
    
    
    
    
    40,100
    
    
    
    
    
    
    
    
    
    
    
    40,100Restructuring and other special charges
    
    
    6,927
    
    
    
    2,732
    
    
    
    3,592
    
    
    
    3,156
    
    
    
    16,407Total operating expenses
    
    
    333,128
    
    
    
    323,045
    
    
    
    269,616
    
    
    
    247,883
    
    
    
    1,173,672Operating income
    
    
    33,344
    
    
    
    31,249
    
    
    
    62,573
    
    
    
    42,789
    
    
    
    169,955Interest and other, net
    
    
    7,383
    
    
    
    3,057
    
    
    
    5,283
    
    
    
    1,560
    
    
    
    17,283Income from continuing operations before income taxes
and loss in equity interests
    
    
    40,727
    
    
    
    34,306
    
    
    
    67,856
    
    
    
    44,349
    
    
    
    187,238Income taxes
    
    
    15,143
    
    
    
    12,153
    
    
    
    22,734
    
    
    
    14,880
    
    
    
    64,910Loss in equity interests, net
    
    
    (1,822
    )
    
    
    (3,592
    )
    
    
    (2,086
    )
    
    
    (339
    )
    
    
    (7,839
    )Income from continuing operations
    
    
    23,762
    
    
    
    18,561
    
    
    
    43,036
    
    
    
    29,130
    
    
    
    114,489(Loss) income from discontinued operations, net of tax
    
    
    (1,171
    )
    
    
    12,269
    
    
    
    (258
    )
    
    
    (536
    )
    
    
    10,304Net income
    
    $
    22,591
    
    
    $
    30,830
    
    
    $
    42,778
    
    
    $
    28,594
    
    
    $
    124,793Basic earnings per share:(a)Income from continuing operations
    
    $
    0.19
    
    
    $
    0.15
    
    
    $
    0.36
    
    
    $
    0.25
    
    
    $
    0.95(Loss) income from discontinued operations, net of
tax
    
    
    (0.01
    )
    
    
    0.10
    
    
    
    
    
    
    
    
    
    
    
    0.09Basic earnings per share
    
    $
    0.18
    
    
    $
    0.26
    
    
    $
    0.36
    
    
    $
    0.24
    
    
    $
    1.04Diluted earnings per share:(a)Income from continuing operations
    
    $
    0.19
    
    
    $
    0.15
    
    
    $
    0.36
    
    
    $
    0.24
    
    
    $
    0.94Income (loss) from discontinued operations, net of
tax
    
    
    (0.01
    )
    
    
    0.10
    
    
    
    
    
    
    
    
    
    
    
    0.09Diluted earnings per share
    
    $
    0.18
    
    
    $
    0.25
    
    
    $
    0.35
    
    
    $
    0.24
    
    
    $
    1.03Weighted average shares outstanding:Basic
    
    
    122,711
    
    
    
    120,885
    
    
    
    120,057
    
    
    
    118,601
    
    
    
    120,557Diluted
    
    
    123,332
    
    
    
    121,541
    
    
    
    120,722
    
    
    
    119,380
    
    
    
    121,167
 (a)
    
    Earnings per share calculations for each quarter include the
weighted average effect of stock issuances and common stock
equivalents for the quarter; therefore, the sum of quarterly
earnings per share amounts may not equal full-year earnings per
share amounts, which reflect the weighted average effect on an
annual basis. Diluted earnings per share calculations for each
quarter include the effect of stock options, non-vested
restricted stock units and non-vested restricted stock, when
dilutive to the quarter. In addition, basic earnings per share
and diluted earnings per share may not add due to rounding.  78




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ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
  Managements Report on Internal Control Over Financial Reporting.
   Internal Control 
Integrated Framework.
   79




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated
Framework Managements Report on Internal Control Over Financial
Reporting
       
  80




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ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Corporate Governance and Board of Directors Matters, Proposal 1:
Election of Directors Section 16(a) Beneficial Ownership Reporting Compliance Executive Officers Item 1. Business
 Corporate Governance http://about-monster.com.
 
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (A) DOCUMENT LIST
 Financial Statements
  Financial Statement Schedules
   81




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##### Table of Contents



Exhibits Required by Securities and Exchange Commission Regulation S-K
  ExhibitNumber
    
    Description3.1
    
    
    Certificate of Incorporation, as amended.(1)3.2
    
    
    Amended and Restated Bylaws.(2)4.1
    
    
    Form of Common Stock Certificate.(1)10.1
    
    
    Form of Indemnification Agreement.(3)10.2
    
    
    1999 Long Term Incentive Plan, as amended as of January 1, 2008.(4)10.3
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(5)10.4
    
    
    Monster Worldwide, Inc. Amended and Restated Executive Incentive Plan.(6)10.5
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.(7)10.6
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.(7)10.7
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of
France.(7)10.8
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United
Kingdom.(7)10.9
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Agreement for grants of restricted stock
subject to performance vesting.(6)10.10
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for grants of restricted stock
units subject to performance vesting.(6)10.11
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for certain employees and
executive officers.(8)10.12
    
    
    Form of Monster Worldwide, Inc. Stock Option Agreement for certain employees and executive
officers.(9)10.13
    
    
    Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial
grants of restricted
stock.(10)10.14
    
    
    Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual
grants of restricted
stock.(10)10.15
    
    
    Employment Agreement, dated April 11, 2007, between Monster Worldwide, Inc. and Salvatore
Iannuzzi.(11)10.16
    
    
    Employment Agreement, dated June 7, 2007, between Monster Worldwide, Inc. and Timothy T.
Yates.(12)10.17
    
    
    Employment Letter Agreement, dated March 2, 2007, between Monster Worldwide, Inc. and Darko
Dejanovic.10.18
    
    
    Employment Agreement, dated as of May 15, 2008, by and between Monster Worldwide, Inc. and
James M.
Langrock.(13)10.19
    
    
    Employment Agreement, dated as of September 7, 2007, by and between Monster Worldwide, Inc.
and Lise Poulos.10.20
    
    
    Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and the
Company.(14)10.21
    
    
    Amended and Restated Credit Agreement, dated August 31, 2009, by and among Monster Worldwide,
Inc., certain of Monster Worldwide, Inc.s subsidiaries that may be designated as borrowers,
Bank of America, N.A., in its capacity as administrative agent, swing line lender and l/c
issuer and the lenders identified
therein.(15)
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ExhibitNumber
    
    Description10.22
    
    
    First Amendment to Credit Agreement, dated January 28, 2010, by and among Monster Worldwide,
Inc. and the lenders party thereto.10.23
    
    
    Amended and Restated Subsidiary Guaranty, dated August 31, 2009, by the domestic subsidiaries
of Monster Worldwide, Inc. party thereto in favor of Bank of America, N.A., in its capacity as
administrative
agent.(15)10.24
    
    
    U.S. Pledge Agreement, dated August 31, 2009, by Monster Worldwide, Inc. and Monster
(California), Inc. in favor of Bank of America, N.A., in its capacity as administrative
agent.(15)10.25
    
    
    Share Purchase Agreement, dated as of October 8, 2008, among China HR.com Holdings Ltd.,
Monster Worldwide, Inc., Monster Worldwide Netherlands B.V., Monster Worldwide Limited, the
shareholders of China HR.com Holdings Ltd. named therein, and the other individuals named
therein.(16)10.26
    
    
    Asset Purchase Agreement, dated as of February 3, 2010, by and between Monster Worldwide, Inc.
and Yahoo!
Inc.(17)21.1
    
    
    Subsidiaries of the Company.23.1
    
    
    Consent of BDO Seidman, LLP.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 Rules 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 Exhibits to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007.(2)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on January 27, 2010.(3)
    
    Incorporated by reference to Exhibits to the Companys Registration Statement on Form S-1 (Registration No. 333-12471).(4)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on May 8, 2008.(5)
    
    Incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed on April 29, 2009.(6)
    
    Incorporated by reference to
Exhibits to the Companys Quarterly Report on Form 10-Q filed on
November 4, 2008.(7)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on July 31, 2009.(8)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on March 31, 2006.(9)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on December 30, 2004.(10)
    
    Incorporated by reference to
Exhibits to the Companys Current Report on Form 8-K filed on
June 9, 2008.(11)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on April 16, 2007.(12)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on June 11, 2007.(13)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on May 15, 2008.(14)
    
    Incorporated by reference to Exhibits to the Companys Registration Statement on Form S-3 (Registration No. 333-93065).(15)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on September 3, 2009.(16)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on October 15, 2008.(17)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on February 3, 2010.  83




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SIGNATURES
  MONSTER WORLDWIDE, INC.(Registrant)By:
    /s/  Salvatore IannuzziSalvatore IannuzziChairman of the Board, President and Chief
Executive Officer   Signature
    
    Title
    
    Date/s/ Salvatore Iannuzzi

Salvatore Iannuzzi
    
    Chairman of the Board, President, Chief
Executive Officer and Director
(principal executive officer)
    
    February 4, 2010/s/ Timothy T. Yates

Timothy T. Yates
    
    Executive Vice President, Chief
Financial Officer and Director
(principal financial officer)
    
    February 4, 2010/s/ James M. Langrock

James M. Langrock
    
    Senior Vice President, Finance and Chief
Accounting Officer
(principal accounting officer)
    
    February 4, 2010/s/ Robert J. Chrenc

Robert J. Chrenc
    
    Director
    
    February 4, 2010/s/ John Gaulding

John Gaulding
    
    Director
    
    February 4, 2010/s/ Edmund P. Giambastiani, Jr.

Edmund P. Giambastiani, Jr.
    
    Director
    
    February 4, 2010/s/ Roberto Tunioli

Roberto Tunioli
    
    Director
    
    February 4, 2010