SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K

|ý  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|OR
|o  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM                             TO

COMMISSION FILE NUMBER 000-21571

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MONSTER WORLDWIDE, INC.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|DELAWARE(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)             |  | 13-3906555(I.R.S. EMPLOYER
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)                

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, par value $.001 per share

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $2,925,717,155 as of the last business day
of the registrant's second fiscal quarter.

The
number of shares of Common Stock, $.001 par value, outstanding as of March 1, 2005 was approximately 120,706,356.

Indicate
by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12
b-2. Yes ý    No o

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement to be used in connection with its 2005 Annual Meeting of Stockholders are incorporated by reference into
Part III of this report.



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ITEM 1. BUSINESS

Introduction

Founded in 1967, Monster Worldwide, Inc. is the parent company of Monster, the leading global online careers property. We also own TMP Worldwide, one of the world's
largest recruitment advertising agency networks and the world's largest Yellow Pages advertising agency. Our more than 495,000 clients range from Fortune 100 companies to small and medium size
enterprises and government agencies.

We
are headquartered in New York with approximately 5,000 employees globally. Our executive offices are located at 622 Third Avenue, New York, New York 10017. Our telephone number is
(212) 351-7000 and our Internet address iswww.monsterworldwide.com.We make all of our filings with the
Securities and Exchange Commission ("SEC") available on our website, free of charge, under the caption "Investor RelationsSEC Filings." Included in these filings are our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, which are available as soon as
reasonably practical after we electronically file or furnish such materials with the SEC pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934.

Our Services

We operate under three business segments: Monster, Advertising & Communications, and Directional Marketing. For the year ended December 31, 2004, these segments
represented approximately 70%, 19% and 11% of our revenue, respectively.

Monster

Monster, the leading global online career property and our flagship brand, connects companies with the most qualified career-minded individuals and offers innovative technology
and superior services that give employers more control over the recruiting process. We have been able to capitalize on Monster's brand and create worldwide awareness by offering online recruiting
solutions that we believe are redefining the way employers and job seekers connect. These tools, which include searchable job postings, a resume database, and career management content and advice,
provide users with more control over the employment process. Monster's job search, resume posting services and basic networking are free to the job seeker. Monster also offers premium career services
at a fee to job seekers. Employers and human resources professionals pay to post jobs, search Monster's resume database, and utilize career site hosting and applicant tracking systems and other
ancillary services.

Since
its launch in 1994, Monster has evolved from a job board to an online platform for managing many key events over the course of one's career path, and we have developed our Monster business with
such key events in mind. For example, our Fastweb service is designed to assist secondary school students in their search for universities and scholarships. MonsterTRAK is used by over 2,800 colleges
and universities to post entry-level jobs and internships for their enrolled students and alumni. Our Monster global network provides opportunities and advice for individuals seeking entry and
mid-career level positions.. In addition to its job search and resume posting capabilities, job-seekers obtain advice on interviewing skills, resume writing, salary and
benefits information and networking opportunities.

Historically,
Monster has targeted the enterprise market, or those businesses that we consider to be among the 1,500 largest organizations globally. Recently, we have concentrated our efforts on
expanding Monster's reach to include government organizations and small to medium sized businesses (those with approximately 10 to 2,000 employees) that operate primarily in local and regional
markets. We believe that such small and medium sized organizations comprise a largely untapped market of over 2 million businesses in the U.S. alone. As a result, we increased our sales force
in 2004 and began local market advertising campaigns in the 28 most populated U.S. metropolitan areas, which represent approximately 50% of the country's population.

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We
also expanded Monster's geographic reach, strengthened our position throughout Europe and our German sites collectively became the leading commercial online career properties in Germany with our
2004 acquisition of jobpilot GmbH. With our February 2005 purchase of Emailjob.com, our French sites collectively became one of the leading online career properties in France.. We also
reinforced Monster's presence in the Asia-Pacific region with our 2004 acquisition of Webneuron Services Limited, the owner of www.jobsahead.com, in India and our investment for 40% of
ChinaHR.com Holdings Ltd., owner of ChinaHR.com, in February 2005. Our Monster global network
now consists of 26 local language and content websites throughout North America, Europe and the Asia-Pacific region.

In
2004, we vertically expanded our Monster business' product offerings with the acquisitions of Tickle Inc. (www.tickle.com) and Military Advantage, Inc.
(www.military.com). Tickle connects people through its self-discovery and personality testing services, with career assessment testing and social networking subscriptions being among its
best selling products. Military Advantage, an extension of Monster's government offerings, serves the 30 million Americans with military affinity. Through its flagship site, Military.com, we
connect over four million members to the lifelong benefits of military service and provide public and private sector clients' efficient access to the military market.

Advertising & Communications

Our TMP Worldwide Advertising & Communications business specializes in designing global, national or local recruitment advertising campaigns for clients in high growth
industries and government agencies. We entered the recruitment advertising business in 1993, when its main focus was on newspaper help-wanted advertising, and have since expanded this
business through both organic growth and acquisitions. Although a large portion of our Advertising & Communications division's revenue is still earned by placing help-wanted
advertisements in traditional media such as newspapers, we have expanded our services over time to assist our clients in achieving their objective of positioning themselves as employers of choice,
allowing them to attract and retain the most qualified candidates. In addition to advertising in traditional media, we offer the following services that improve and supplement the recruitment process:

Interactive strategies, tools, and services

From web site development to key-word buys and resume mining, our interactive strategies, tools, and services all capture the power of the Internet. Additional
tools and services that we provide our clients include Enhanced Job Postings, Applicant Tracking Systems consulting, Online Postcards, Job VIPeR, our proprietary online job distribution system, and
TMP Service, a portal site that provides our customers with online access to around-the-clock ad placement.

Retention programs

In addition to attracting candidates for new positions, employers are concerned with retaining existing employees. TMP supports these initiatives with a comprehensive service
offering that covers areas such as hiring for fit, on-boarding, diagnostics that help to match the work environment with employee expectations, change management solutions, and
corresponding communication tools.

Creative services and employer brand management

TMP creates advertising and communications that enhance awareness, demonstrate relevance, and increase differentiation while focusing on the primary objective of our clients:
converting candidates into hires. TMP has the talent base to develop complete brand strategies and articulate these strategies across many platforms, from ads to banner, brochure to web site, and
CD-ROM to television.

Media planning and negotiations

Using its accumulated experience as well as proprietary research and placement technologies, TMP objectively and effectively guides clients through online, offline, and
broadcast media with a view to achieving maximum results. TMP works to reduce client media expenditures without compromising

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candidate
flow or quality. TMP's national and global network of advertising professionals help deliver effective ad placement, media planning and negotiation, event promotion, and traffic-driving
strategies.

Directional Marketing

TMP Worldwide Directional Marketing is the world's largest Yellow Pages advertising agency based on annual gross billings. We help our clients build, enhance, and protect their
brand images using over 8,000 Yellow Pages directories. Our Directional Marketing business focuses on national accounts for clients who use yellow pages advertising programs to sell products or
services in multiple markets. We entered the Yellow Pages advertising business in 1967 and have been able to use our more than 35 years of understanding consumers' use of Yellow Pages
directories to introduce our clients to other marketing media that facilitate a connection between consumers and our clients, such as Monstermoving
(www.monstermoving.com), which is also operated by our Directional Marketing division. Monstermoving is one of the world's largest online marketplaces
for relocation information and moving-related services. We believe that people can manage their move by leveraging the power of the Internet to provide the relocation resources needed to successfully
manage all stages of the relocation process.

In
addition to traditional advertising, we offer a variety of services ranging from online advertising to the staffing and operation of fulfillment centers, which respond to toll-free
calls requesting product brochures and other information, to our clients. While beyond the typical scope of
services provided by an advertising agency, these ancillary services are designed to further integrate us into client processes for the mutual benefit of both parties.

Sales and Marketing

We maintain separate sales and marketing staffs for our Monster, Advertising & Communications and Directional Marketing businesses. The sales force for our Monster
business consists of Telesales and Field sales. Within these groups are specialty units dedicated to serve our vertical markets, such as such as multi-unit establishments, government,
healthcare and staffing. Our Telesales staff is primarily responsible for telemarketing and customer service for small to medium sized clients and is located in our call centers in Indianapolis,
Indiana and Maynard, Massachusetts. Our Field sales staff focuses on both local and national clients and is dispersed throughout our offices nationwide. Our sales, marketing and customer service
staffs are broadly divided into two groups: (i) new business generation and (ii) existing client relationship maintenance and improvement. In addition to specializing by product, each
group is both accountable and compensated for cross-selling our other products within our existing client base. Each sales force also designs targeted selling campaigns for potential new clients. We
also use broad based media, such as broadcast television, the Internet, radio, business publications and trade publications to promote the Monster and Monster Worldwide brands.

Customers

Our customers are comprised of individuals, small and medium-sized organizations, enterprise organizations, government agencies and educational institutions. No one client
accounts for more than 5% of our total annual revenue.

Competition

The markets for our services and products are highly competitive and are characterized by pressure to reduce prices, incorporate new capabilities and technologies, and
accelerate job completion schedules. We face competition from a number of sources. These sources include media companies (primarily newspaper publishers), other employment-related websites, Internet
portals, national and regional advertising agencies and marketing communication firms. Many advertising agencies, media companies and newspaper publishers have internally developed or acquired new
media capabilities such as online recruitment websites. New boutique businesses that provide integrated or specialized services (such as

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advertising
services or website design) and are technologically proficient, especially in the new media arena, are also competing with us. Many of our competitors or potential competitors have long
operating histories, and some have greater financial, management, technological, development, sales, marketing and other resources than we do. In addition, our ability to maintain our existing clients
and generate new clients depends to a significant degree on the quality of our services, pricing and our reputation among our clients and potential clients.

Intellectual Property

Our success and ability to compete is dependent in part on the protection of our original content for the Internet and on the intangible value associated with our Internet
uniform resource locators ("URL's"), domain names, trademarks, trade names, service marks, patent and other proprietary rights. We rely on copyright laws to protect the original content
that we develop for the Internet. In addition, we rely on Federal and state trademark laws to provide additional protection for the identifying marks appearing on our Internet sites. A degree of
uncertainty exists concerning the application and enforcement of copyright and trade dress laws to the Internet, and there can be no assurance that existing laws will provide adequate protection for
our original content or the appearance of our Internet sites. In addition, because copyright laws do not prohibit independent development of similar content, there can be no assurance that copyright
laws will provide any competitive advantage to us.

We
also assert common law protection on certain names and marks that we have used in connection with our business activities.

We
rely on trade secret and copyright laws to protect the proprietary technologies that we have developed to manage and improve our Internet sites and advertising services, but there can be no
assurance that such laws will provide sufficient protection to us, that others will not develop technologies that are similar or superior to ours, or that third parties will not copy or otherwise
obtain
and use our technologies without authorization. We have obtained one patent and applied for several other patents with respect to certain of our software systems, methods and related technologies, but
there can be no assurance that any pending applications will be granted or that any patents will not in the future be challenged, invalidated or circumvented, or that the rights granted thereunder
will provide us with a competitive advantage. In addition, we rely on certain technology licensed from third parties, and may be required to license additional technology in the future, for use in
managing our Internet sites and providing related services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption and authentication
technologies that we may be required to license from third parties. There can be no assurance that these third-party technology licenses will be available or will continue to be available to us on
acceptable commercial terms or at all. The inability to enter into and maintain any of these technology licenses could significantly harm our business, financial condition and operating results.

Policing
unauthorized use of our proprietary technology and other intellectual property rights could entail significant expense and could be difficult or impossible, particularly given the global
nature of the Internet and the fact that the laws of other countries may afford us little or no effective protection of our intellectual property. In addition, there can be no assurance that third
parties will not bring claims of patent, copyright or trademark infringement against us. We anticipate an increase in patent infringement claims involving Internet-related technologies as the number
of products and competitors in this market grows and as related patents are issued. Further, there can be no assurance that third parties will not claim that we have misappropriated their trade
secrets, creative ideas or formats or otherwise infringed their proprietary rights in connection with our Internet content or technology. Any claims of infringement, with or without merit, could be
time consuming to defend, result in costly litigation, divert management attention, require us to enter into costly royalty or licensing arrangements or prevent us from using important technologies or
methods, any of which could significantly harm our business, financial condition and operating results.

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Government Regulation

As an advertising agency that creates and places print and Internet advertisements, we are subject to Sections 5 and 12 of the Federal Trade Commission Act (the "FTC Act"),
which regulates advertising in all media, including the Internet, and require advertisers and advertising agencies to have substantiation for advertising claims before disseminating advertisements.
The FTC Act prohibits the dissemination of false, deceptive, misleading, and unfair advertising, and grants the Federal Trade Commission ("FTC") enforcement powers to impose and seek civil penalties,
consumer redress, injunctive relief and other remedies upon advertisers and advertising agencies that disseminate prohibited advertisements. Advertising agencies are subject to liability under the FTC
Act if the agency actively participated in creating the advertisement, and knew or had reason to know that the advertising was false or deceptive.

In
the event that any advertising created by us was found to be false, deceptive or misleading, the FTC Act could potentially subject us to liability. The fact that the FTC has brought several actions
charging deceptive advertising via the Internet, and is actively seeking new cases involving advertising via the Internet, indicates that the FTC Act could pose a somewhat higher risk of liability to
the advertising distributed via the Internet. The FTC has never brought any actions against us.

There
can be no assurance that other current or new government laws and regulations, or the application of existing laws and regulations, will not subject us to significant liabilities, significantly
dampen growth in Internet usage, prevent us from offering certain Internet content or services or otherwise significantly harm our business, financial condition or operating results.

Employees

At February 1, 2005, we employed approximately 5,000 people worldwide. Generally, our employees are not represented by a labor union or collective bargaining agreements
except that our employees located in France, Italy and Spain are covered by collective bargaining agreements that are generally prescribed by local labor law. We regard the relationships with our
employees as satisfactory.

Risk Factors

We rely on the value of our brands, particularly Monster, and the costs of maintaining and enhancing our brand awareness are
increasing.

Our
success depends on our brands and their value. Our business would be harmed if we were unable to adequately protect our brand names, particularly Monster. We believe that maintaining and expanding
the Monster brand is an important aspect of our efforts to attract and expand our user and client base. We also believe that the importance of brand recognition will increase due to the growing number
of Internet sites and the relatively low barriers to entry. We have spent considerable money and resources to date on the establishment and maintenance of the Monster brand. We may spend increasing
amounts of money on, and devote greater resources to, advertising, marketing and other brand-building efforts to preserve and enhance consumer awareness of the Monster brand. Despite this, we may not
be able to successfully maintain or enhance consumer awareness of the Monster brand and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we
are unable to maintain or enhance consumer awareness of the Monster brand in a cost-effective manner, our business, operating results and financial condition may be harmed significantly.

We
are also susceptible to others imitating our products, particularly Monster, and infringing on our intellectual property rights. We may not be able to successfully protect our intellectual property
rights, upon which we are materially dependent. In addition, the laws of foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Imitation of
our products, particularly Monster, or infringement of our intellectual property rights could diminish the value of our brands or otherwise reduce our revenues.

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Our operations have been and will be affected by future global economic fluctuations.

The general level of economic activity in the regions and industries in which we operate significantly affects demand for our services. When economic activity slows, many
companies hire fewer employees. Therefore, if there is an economic downturn in the future, especially in regions or industries where our operations are heavily concentrated, our business, financial
condition and operating results could be significantly harmed. Further, we may face increased pricing pressures during such periods. There can be no assurance that during these periods our results of
operations will not be significantly harmed.

Our operating results fluctuate from quarter to quarter.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future. These fluctuations are a result of a variety of factors, including, but not limited
to:



We face risks relating to developing technology, including the Internet.

The market for Internet products and services is characterized by rapid technological developments, frequent new product introductions and evolving industry standards. The
emerging character of these products and services and their rapid evolution will require our continuous improvement in the performance, features and reliability of our Internet content, particularly
in response to competitive offerings. We may not be successful in responding quickly, cost effectively and sufficiently to these developments. In addition, the widespread adoption of new Internet
technologies or standards could require us to make substantial expenditures to modify or adapt our websites and services. This could harm our business, financial condition and operating results.

The
online recruiting market continues to evolve. The adoption of online recruiting and job seeking services, particularly among those companies that have historically relied upon traditional
recruiting methods, requires the acceptance of a new way of conducting business, exchanging information, advertising and applying for jobs. Many of our potential customers have little or no experience
using the Internet as a recruiting tool, and only select segments of the job-seeking population have experience using the Internet to look for jobs. Companies may not continue to allocate
portions of their budgets to Internet- based recruiting and job seekers may not use online job seeking methods. As a result, we may not be able to

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effectively
compete with traditional recruiting and job seeking methods. If Internet-based recruiting does not remain widely accepted or if we are not able to anticipate changes in the online
recruiting market, our business, results of operations and financial condition could be significantly harmed.

New
Internet services or enhancements that we have offered or may offer in the future may contain design flaws or other defects that could require expensive modifications or result in a loss of client
confidence. Any disruption in Internet access or in the Internet generally could significantly harm our business, financial condition and operating results. Slower response times or system failures
may also result from straining the capacity of our software, hardware or network infrastructure. To the extent that we do not effectively address any capacity constraints or system failures, our
business, results of operations and financial condition could be significantly harmed.

Trends
that could have a critical impact on our success include:



We rely heavily on our information systems and if our access to this technology is impaired or interrupted, or we fail to further develop our technology, our business could be
harmed.

Our success depends in large part upon our ability to store, retrieve, process and manage substantial amounts of information, including our client and candidate databases. To
achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our information systems. This may require the acquisition of equipment and software and the
development, either internally or through independent consultants, of new proprietary software. Our inability to design, develop, implement and utilize, in a cost-effective manner,
information systems that provide the capabilities necessary for us to compete effectively, or any interruption or loss of our information processing capabilities, for any reason, could harm our
business, results of operations or financial condition.

Our markets are highly competitive.

The markets for our services are highly competitive. They are characterized by pressures to:



Furthermore,
we face competition from a number of sources. These sources include:



Many
of our competitors or potential competitors have long operating histories, and some may have greater financial, management, technological development, sales, marketing and other resources than we
do. Some of our competitors, who have greater financial resources than us, have chosen and may continue to choose to pay more than we are willing to pay for existing or potential affiliation
agreements. If we do

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not
renew an affiliation agreement, our stock price may be significantly harmed. In addition, our ability to maintain our existing clients and attract new clients depends to a large degree on the
quality of our services and our reputation among our clients and potential clients.

Due
to competition, we may experience reduced margins on our products and services, loss of market share or less use of Monster by job seekers and our customers. If we are not able to compete
effectively with current or future competitors as a result of these and other factors, our business, financial condition and results of operations could be significantly harmed.

We
have no significant proprietary technology that would preclude or inhibit competitors from entering the online advertising, recruitment advertising or Yellow Pages advertising markets. Existing or
future competitors may develop or offer services and products which provide significant performance, price, creative or other advantages over our services. This could significantly harm our business,
financial condition and operating results.

We are vulnerable to intellectual property infringement claims brought against us by others and we may not have sufficient protection for our own intellectual property.

Successful intellectual property infringement claims against us could result in monetary liability or a material disruption in the conduct of our business. We cannot be certain
that our products, content and brand names do not or will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We expect that infringement claims in our
markets will increase in number as more participants enter the markets. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the
ordinary course of our business. If we were found to have infringed the intellectual property rights of a third party, we could be liable to that party for license fees, royalty payments, profits or
damages, and the owner of the intellectual property might be able to prevent us from using the technology or software in the future. If the amounts of these payments were significant or we were
prevented from incorporating certain technology or software into our products, our business could be significantly harmed.

We
may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. As a result, due to the diversion of management time, the expense required to
defend against any claim and the potential liability associated with any lawsuit, any significant litigation could significantly harm our business, financial condition and results of operations.

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.

A degree of uncertainty exists concerning the application and enforcement of copyright and trade dress laws to the Internet, and existing laws may not provide us adequate
protection for our original content or the appearance of our Internet sites. In addition, because copyright laws do not prohibit independent development of similar content, copyright laws may not
provide us with any competitive advantage. We have obtained certain patents and applied for other patents with respect to certain of
our software systems, methods and related technologies, but our pending applications may not be granted and any patents issued to us may in the future be challenged, invalidated or circumvented, and
the rights granted thereunder may not provide us with a competitive advantage. Policing unauthorized use of our proprietary technology and other intellectual property rights could involve significant
expense and could be difficult or impossible, particularly given the global nature of the Internet and the fact that the laws of other countries may afford us little or no effective protection of our
intellectual property.

In
addition, we rely on certain technology licensed from third parties, and may be required to license additional technology in the future, for use in managing our Internet sites and providing related
services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption and authentication technologies that we may be required to license
from third parties. These third-party technology licenses may not continue to be available to us on acceptable commercial

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terms
or at all. The inability to enter into and maintain any of these technology licenses could significantly harm our business, financial condition and operating results.

Computer viruses may cause our systems to incur delays or interruptions.

Computer viruses may cause our systems to incur delays or other service interruptions and could damage our reputation which in turn, could significantly harm our business,
financial condition and operating results. The inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability. Our system's continuing and
uninterrupted performance is critical to our success. Customers and job seekers may become dissatisfied by any system failure that interrupts our ability to provide our services to them, including
failures affecting our ability to serve Web page requests without significant delay to the viewer. Sustained or repeated system failures would reduce the attractiveness of our solutions to customers
and job seekers and result in reduced traffic or contract terminations, fee rebates and make goods, thereby reducing revenues. Moreover, if a computer virus affecting our system is highly publicized,
our reputation could be significantly damaged and our visitor traffic may decrease.

Our growth may be dependent on acquiring new businesses.

We may continue to grow, in part, by acquiring businesses. The success of this strategy depends upon several factors, including:



We
may not be able to identify any suitable acquisition candidates. If we do, financing for our desired acquisitions may not be available on terms we find acceptable and we may not be able to manage
and integrate acquisitions successfully. Any inability to do so may significantly harm our business, financial condition and operating results. In addition, we have frequently used our stock as
consideration for acquisitions. Our common stock may not remain at a price at which it can be used as consideration for acquisitions without diluting our existing stockholders, and potential
acquisition candidates may not view our stock attractively. We also may not be able to sustain the rates of growth that we have experienced in the past, whether by acquiring businesses or otherwise.

We have had and may face future difficulties managing growth.

Historically, our business grew rapidly, both internally and through acquisitions. This expansion resulted in substantial growth in the number of our employees, and put a
significant strain on our management and operations. If our business grows rapidly again in the future, we expect it to result in increased responsibility for management personnel, and incremental
strain on our operations, and financial and management systems. Our success under such conditions will depend to a significant extent on the ability of our executive officers and other members of
senior management to operate effectively both independently and as a group. If we are not able to manage future growth, our business, financial condition and operating results may be harmed.

If Hudson Highland Group, Inc. ("HH Group") fails to meet its obligations, our financial condition and results of operations may be harmed.

On March 31, 2003 we completed the spin-off of HH Group to our stockholders. As a result of the spin-off, HH Group agreed to indemnify us from
liabilities related to their business. If, for whatever reason, a claim is made for which we do not receive indemnification, our financial condition and results of operations could be significantly
harmed.

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We face risks relating to our foreign operations.

We conduct operations in more than 20 countries, including Australia, Belgium, Canada, China, France, Germany, India, Ireland, Italy, Japan, the Netherlands, Singapore, Spain
and the United Kingdom. For the years ended December 31, 2004 and 2003, approximately 25% and 23%, respectively, of our total revenue was earned outside of the United States. Such amounts are
collected in the local currency. In addition, we generally pay operating expenses in the corresponding local currency. Therefore, we are at risk for exchange rate fluctuations between such local
currencies and the U.S. dollar. We are also subject to taxation in foreign jurisdictions. In addition, transactions between our foreign subsidiaries and us may be subject to United States and foreign
withholding taxes. Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically. The extent, if any, to which we will receive credit in the United
States for taxes we pay in foreign jurisdictions will depend upon the application of limitations set forth in the Internal Revenue Code of 1986, as well as the provisions of any tax treaties that may
exist between the United States and such foreign jurisdictions. Our current or future international operations might not succeed for a number of reasons including:



Also,
if we are forced to discontinue any of our international operations, we could incur material costs to close down such operations.

Traditional media remains important to us.

A portion of our revenue comes from designing and placing recruitment advertisements in traditional media such as newspapers and trade publications. Our Advertising &
Communications business, which places such advertisements, constituted approximately 19% and 21% of our total revenue for the years ended December 31, 2004 and 2003, respectively. We also
receive a meaningful portion of our revenue from placing advertising in Yellow Pages directories. This business constituted approximately 11% and 16% of total revenue for the years ended
December 31, 2004 and 2003, respectively. The total revenue
we receive in the future from our traditional media operations may be less than the total revenue that we have received from such operations in the past.

In
addition, newer media, such as the Internet, may cause Yellow Pages directories and other forms of traditional media to become less desirable forms of advertising media. If we are not able to
generate Internet advertising fees to offset any decrease in commissions from traditional media, our business, financial condition and operating results may be significantly harmed.

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We depend on our key management personnel.

Our continued success will depend to a significant extent on our senior management, including Andrew J. McKelvey, our Chairman of the Board and CEO. The loss of the services of
Mr. McKelvey or one or more key employees could significantly harm our business, financial condition and operating results. In addition, if one or more key employees join a competitor or
form a competing company, the resulting loss of existing or potential clients could significantly harm our business, financial condition and operating results.

We are influenced by a principal stockholder.

Andrew J. McKelvey beneficially owns all of our outstanding Class B common stock and a large number of shares of our common stock, which, together with his
Class B common stock ownership, represents approximately 34% of the combined voting power of all classes of our voting stock as of December 31, 2004. Mr. McKelvey can strongly
influence the election of all of the members of our board. He can also exercise significant influence over our business and affairs. This includes any determinations with respect to mergers or other
business combinations, the acquisition or disposition of our assets, whether or not we incur indebtedness, the issuance of any additional common stock or other equity securities and the payment of
dividends with respect to common stock.

Effects of anti-takeover provisions could inhibit the acquisition of Monster Worldwide by others.

Some of the provisions of our certificate of incorporation, bylaws and Delaware law could, together or separately:



In
particular, our board of directors may authorize the issuance of up to 800,000 shares of preferred stock with rights and privileges that might be senior to our common stock, without the consent of
the holders of the common stock. Our certificate of incorporation and bylaws provide, among other things, for advance notice of stockholder proposals and director nominations.

There may be volatility in our stock price.

The market for our common stock has, from time to time, experienced extreme price and volume fluctuations. Factors such as announcements of variations in our quarterly
financial results and fluctuations in advertising revenue, including the percentage of our revenue derived from Internet-based services and products, could cause the market price of our common stock
to fluctuate significantly. Further, due to the volatility of the stock market generally, the price of our common stock could fluctuate for reasons unrelated to our operating performance.

The
market price of our common stock can be influenced by professional securities analysts' expectations about the ability of our business to grow and to achieve certain profitability targets. If our
financial performance in a particular quarter does not meet the expectations of securities analysts, this may adversely affect the views of those securities analysts concerning our growth potential
and future financial performance. If the securities analysts who regularly follow our common stock lower their
ratings of our common stock or lower their projections for our future growth and financial performance, the market price of our common stock is likely to drop significantly.

We face risks associated with government regulation.

As an advertising agency that creates and places print and Internet advertisements, we are subject to Sections 5 and 12 of the Federal Trade Commission Act of 1914, also known
as the FTC Act. These sections regulate advertising in all media, including the Internet, and require advertisers and advertising

12

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agencies
to have substantiation for advertising claims before disseminating advertisements. The FTC Act prohibits the dissemination of false, deceptive, misleading, and unfair advertising, and grants
the FTC enforcement powers to impose and seek civil penalties, consumer redress, injunctive relief and other remedies upon advertisers and advertising agencies that disseminate prohibited
advertisements. Advertising agencies like us are subject to liability under the FTC Act if the agency actively participated in creating the advertisement, and knew or had reason to know that the
advertising was false or deceptive.

In
the event that any advertising that we have created is found to be false, deceptive or misleading, the FTC Act could potentially subject us to liability. The fact that the FTC has brought several
actions charging deceptive advertising via the Internet, and is actively seeking new cases involving advertising via the Internet, indicates that the FTC Act could pose a somewhat higher risk of
liability to the advertising distributed via the Internet. The FTC has never brought any actions against us. Other current or new government laws and regulations, or the application of existing laws
and regulations may:



There
are currently few laws or regulations directly applicable to the Internet. The application of existing laws and regulations to our web sites, particularly Monster, relating to issues such as
user privacy, defamation, advertising, taxation, promotions, content regulation, and intellectual property ownership and infringement can be unclear. In addition, we will also be subject to new laws
and regulations directly applicable to our activities. Any existing or new legislation applicable to us could expose us to substantial liability, including significant expenses necessary to comply
with such laws and regulations, and dampen the growth in use of the web.

The
new federal CAN-SPAM Act imposes certain requirements on the use of e-mail. The implications of this law have not been fully tested. Portions of our business rely on
e-mail to communicate with consumers on our behalf and for our clients. We may face risk if our use of e-mail is found to violate the federal law or applicable state law.

We
post our privacy policy and practices concerning the use and disclosure of user data on our websites. Any failure by us to comply with our posted privacy policy or other privacy-related laws and
regulations could result in proceedings which could potentially harm our business, results of operations and financial condition. In this regard, there are a large number of legislative proposals
before the United States Congress and various state legislative bodies regarding privacy issues related to our business. It is not possible to predict whether or when such legislation may be adopted,
and certain proposals, if adopted, could significantly harm our business through a decrease in user registrations and revenues. This could be caused by, among other possible provisions, the required
use of disclaimers or other requirements before users can utilize our services.

Due
to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or prosecute us for violations of their
laws. We might unintentionally violate such laws or such laws may be modified and new laws may be enacted in the future. Any such developments (or developments stemming from enactment or modification
of other laws) may significantly harm our business, operating results and financial condition.

Legal proceedings may significantly harm our business.

From time to time, we may become involved in litigation or other proceedings. It is possible that such litigation or proceedings may significantly harm our future results of
operations or financial condition due to expenses we may incur to defend ourselves or the ramifications of an adverse decision.

13

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Executive Officers and Directors

As of December 31, 2004, our executive officers and directors are as follows:

|Name                |  | Age |  | Position                                                     
|------------------- |  | --- |  | -------------------------------------------------------------
|Andrew J. McKelvey  |  | 70  |  | Chairman of the Board, CEO and Director                      
|William M. Pastore  |  | 56  |  | Chief Operating Officer                                      
|Paul M. Camara      |  | 57  |  | Executive Vice President-Creative/Sales/Marketing            
|Jeffrey C. Taylor   |  | 44  |  | Founder and Chief Monster                                    
|Peter Dolphin       |  | 58  |  | Group President, Europe                                      
|John Mclaughlin     |  | 49  |  | Executive Vice President                                     
|George R. Eisele    |  | 68  |  | Executive Vice President of TMP Worldwide Direct and Director
|Michael Sileck      |  | 44  |  | Senior Vice President, Chief Financial Officer               
|Myron F. Olesnyckyj |  | 43  |  | Senior Vice President-General Counsel and Secretary          
|Brian Farrey        |  | 44  |  | President, Monster Worldwide Technologies                    
|Michael Kaufman     |  | 59  |  | Director                                                     
|John Swann          |  | 68  |  | Director                                                     
|Ronald J. Kramer    |  | 46  |  | Director                                                     
|John Gaulding       |  | 59  |  | Director                                                     
|David A. Stein      |  | 66  |  | Director                                                     

Andrew J.
McKelvey founded the Company in 1967, and has served as Chairman of the Board and CEO since that time. Mr. McKelvey has a B.A. from Westminster College. Mr. McKelvey was
a member of the Board of Directors of the Yellow Page Publishers Association and the Association of Directory Marketing from 1994 through September 1996.

William M.
Pastore joined the Company in October 2002 as Chief Operating Officer. Prior to joining the Company, Mr. Pastore was President of CIGNA HealthCare from
January 1999 to October 2002 and Senior Vice President of CIGNA HealthCare from December 1995 to January 1999. Prior to joining CIGNA HealthCare, Mr. Pastore spent
nearly 25 years at Citibank, N.A. in numerous senior operating roles. Mr. Pastore holds a B.S and an M.B.A. from Long Island University.

Paul M.
Camara joined the Company in February 1970. Mr. Camara was elected as a Vice President of the Company in 1978 and as a Senior Vice President in 1987. He was named to his
current position in April 1996. Mr. Camara received a B.F.A. from the University of Massachusetts-Dartmouth.

Jeffrey C.
Taylor joined the Company in November 1995. Mr. Taylor was founder and president of Adion, Inc., a recruitment advertising firm, from May 1989 until its
purchase by the Company in November 1995. Mr. Taylor founded The Monster Boardsm in April 1994 and launched TMP Interactive in 1995. He holds a B.A. from the
University of Massachusetts at Amherst.

Peter
Dolphin joined the Company in January 1996 as Chairman of the Company's U.K. Advertising & Communications operations. Mr. Dolphin was one of the three founding partners of
Moxon, Dolphin & Kerby, a London-based recruitment advertising agency founded in 1976, where he was a director of the firm until its purchase by the Company in January 1996. In
January 1997, Mr. Dolphin was appointed as the Managing Director of the Company's European operations and in July 1999 as CEO-Advertising & Communications. He
was named to his current position in November 2001. Mr. Dolphin studied at the City of London University, where he graduated with a Business Studies qualification.

John
Mclaughlin joined the Company in 1998 upon the acquisition of TASA Worldwide, where he was managing director of the New York office of TASA Worldwide and also served as Chairman of the Strategy
Committee for the Board of Directors of TASA. From February 2002 through August 2002 he served as Group President, North America. From September 2002 to March 2003,
Mr. Mclaughlin served as Global

14

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Director,
Search and Selection. Mr. Mclaughlin was appointed to his current position in April 2003, and in December 2004 assumed the responsibility of overseeing the Company's
business operations in the Asia-Pacific region.

George R.
Eisele joined the Company in 1976, and has been Executive Vice President of TMP Worldwide Direct, the Company's response marketing business, since 1989, and a director of the Company
since September 1987. Mr. Eisele attended Fairleigh Dickinson University and Drexel University.

Michael
Sileck joined the Company in March 2002. Prior to joining the Company, Mr. Sileck served as Senior Vice President and Chief Financial Officer of USA Networks, Inc., a
media and commerce company, from October 1999 to January 2002. Prior to that time, he served as Chief Financial Officer of the Cable Networks division of USA Networks, Inc., from
September 1999 to October 1999. Before joining USA Networks, Mr. Sileck served as Vice President of Finance of Sinclair Broadcast Group from June 1996 to
August 1999. Previously, he served as Director of Finance at River City Broadcasting from July 1990 to June 1996. Mr. Sileck holds a B.S. from Wayne State University and an
M.B.A. from Oklahoma City University, and is a certified public accountant.

Myron F.
Olesnyckyj joined the Company in June 1994. From September 1986 through May 1994, Mr. Olesnyckyj was associated with Fulbright & Jaworski L.L.P. and
predecessor firms. Mr. Olesnyckyj holds a B.S.F.S. from Georgetown University's School of Foreign Service and a J.D. from the University of Pennsylvania Law School.

Brian
Farrey joined the Company in July 1999 as Chief Technology Officer of the Company's Monster division. He was appointed to his current position in March 2002. Prior to joining the
Company,
Mr. Farrey was Chief Operating Officer and Chief Technology Officer of Order Trust, an order processing company, from 1995 to July 1999. Mr. Farrey holds a B.A. from Rochester
Institute of Technology and an M.S. from Worcester State College.

Michael
Kaufman has been a director of the Company since October 1997. Until July 1, 2000, Mr. Kaufman was the President of SBC/Prodigy Transition. Mr. Kaufman previously
served as President and CEO of Pacific Bell's Consumer's Market Group. Prior thereto, Mr. Kaufman was the President and CEO of Pacific Bell Communications, a subsidiary of SBC
Communications Inc., and from 1993 through April 1997 he was the regional president for the Central and West Texas market area of Southwestern Bell Telephone. Mr. Kaufman holds a
B.A. and an M.B.A. from the University of Wisconsin.

John
Swann has been a director of the Company since September 1996. In 1995, Mr. Swann founded Cactus Digital Imaging Systems, Ltd., Canada's largest supplier of electronically
produced large format color prints. Mr. Swann sold Cactus Digital Imaging Systems, Ltd. in June 2000.

Ronald J.
Kramer has been a director of the Company since February 2000. Mr. Kramer has served as President and a director of Wynn Resorts, Limited, an entertainment and gaming
company, since April 2002. Mr. Kramer was previously a managing director of Dresdner Kleinwort Wasserstein (formerly Wasserstein Perella & Co., Inc.) from July 1999
to November 2001. Mr. Kramer is also a director of Griffon Corporation, Lakes Entertainment, Inc. and New Valley Corporation. Mr. Kramer holds a B.S. from the Wharton
School of the University of Pennsylvania and a M.B.A. from New York University Graduate School of Business.

John
Gaulding has been a director of the Company since June 2001 and also served as a director of the Company from January 1996 to October 1999. Mr. Gaulding is a private
investor and business consultant in the fields of strategy and organization. He was Chairman and Chief Executive Officer of National Insurance Group, a publicly traded financial information services
company, from April 1996 through July 11, 1996, the date of such company's sale. For six years prior thereto, he was President and Chief Executive Officer of ADP Claims Solutions Group.
From 1985 to 1990, Mr. Gaulding was President and Chief Executive Officer of Pacific Bell Directory, the Yellow Pages publishing unit of Pacific Telesis Group. Mr. Gaulding served as
Co-Chairman of the Yellow Pages Publishers Association from 1987 to 1990. He

15

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holds
a B.S. from the University of California at Los Angeles and an M.B.A. from the University of Southern California. Mr. Gaulding is also a director of Ants Software, Inc. and Yellow
Pages Group, Canada's largest telephone directory publisher.

David A.
Stein has been a director of the Company since June 2003. Mr. Stein was the Chairman and Chief Executive Officer of Southern Industrial Corporation, the Jacksonville,
Florida-area Burger King franchisee of 33 Burger King restaurants until December 2004. Prior thereto, Mr. Stein was a Burger King franchisee for more than
40 years. He is Chairman of Jacksonville-based King Provision Corporation, an approved Burger King food and paper distributor, and Chairman of T.L. Cannon Corporation, a franchisee of
Applebee's restaurants in New York and Connecticut. Mr. Stein was a founder of the Jewish Community Alliance in Jacksonville, Florida. He has also served the United Way, the Jacksonville
Chamber of Commerce, University Medical Center, University of North Florida, WJCT Public Television and other Jacksonville-area organizations and clubs as an officer or Board member.
Mr. Stein attended the University of Florida.

ITEM 2. PROPERTIES

Substantially all of our offices are located in leased premises.

We
occupy approximately 26,000 square feet of the space at our principal office location, located at 622 Third Avenue, New York, New York. Including the space that we occupy, we lease a total
of 104,000 square feet of space, at our principal office location, under an agreement expiring in July 2015. Monthly payments under the lease agreement are approximately $463,000. Our former
staffing division, now Hudson Highland Group, Inc., subleases approximately 52,000 square feet of space at our principal office location for approximately $231,500 per month, with the remaining
space sublet to another third party lessee.

We
also have leases covering local offices throughout the United States and in the foreign countries where we have operations.

All
leased space is considered to be adequate for the operation of our business, and no difficulties are foreseen in meeting any future space requirements.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various legal proceedings that are incidental to the conduct of our business. We are not involved in any pending or threatened legal proceedings that we
believe could reasonably be expected to have a material adverse effect on our financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

16

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The information regarding market and market price range of our common stock may be found in "Financial Information by Quarter (Unaudited)" in Item 8 of this
Form 10-K.

As
of March 1, 2005, there were approximately 1,566 stockholders of record of our Common Stock and the last reported sale price of our stock as reported by The NASDAQ Stock Market, Inc.
was $28.92.

We
have never declared or paid any cash dividends on our stock. We currently anticipate that all future earnings will be retained by Monster Worldwide to support our growth strategy. Accordingly, we
do not anticipate paying cash dividends on our stock for the foreseeable future. The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon, among
other things, future earnings, operations, capital requirements, our general financial condition, contractual restrictions and general business conditions. Our current financing agreement entered into
on January 14, 2005, restricts the payment of dividends on our stock. On March 31, 2003, we paid a non-cash dividend consisting of all of the stock of HH Group to our
stockholders of record on March 14, 2003.

Issuance of Unregistered Securities

On December 17, 2004, the Company issued 33,302 shares of its common stock in a private placement transaction pursuant to Regulation S of the Securities Act of
1933, as amended, as partial consideration for the acquisition of shares of Webneuron Services Limited.

17

---





ITEM 6.    SELECTED FINANCIAL DATA

The following tables present selected financial data for the five years ended December 31, 2004 (in thousands, except per share amounts). See Management's Discussion and
Analysis, found in Item 7 of this report, for information regarding business acquisitions, discontinued operations, critical accounting policies and items affecting comparability of the amounts
below.

STATEMENT OF OPERATIONS DATA:2000

2001

2002

2003

2004Revenue

$
716,807

$
839,199

$
667,226

$
652,187

$
845,519Salaries & related, office & general and marketing & promotion


604,100


658,643


567,961


580,390


723,411Merger & integration and restructuring costs(1)


13,609


29,304


3,177





Business reorganization & other special charges








101,234


45,635


Amortization of intangibles


8,895


11,020


2,360


2,387


7,782Total operating expenses


626,604


698,967


674,732


628,412


731,193Income (loss) from operations

$
90,203

$
140,232

$
(7,506
)
$
23,775

$
114,326Income (loss) from continuing operations before accounting change

$
66,577

$
91,294

$
(16,770
)
$
6,678

$
74,307Net income (loss)

$
50,863

$
69,020

$
(534,896
)
$
(81,864
)
$
73,104Basic earnings per share:Income (loss) from continuing operations before accounting change

$
0.63

$
0.83

$
(0.15
)
$
0.06

$
0.63Loss from discontinued operations, net of tax


(0.15
)

(0.20
)

(0.80
)

(0.79
)

(0.01
)Cumulative effect of accounting change, net of tax benefit








(3.85
)




Net income (loss)

$
0.48

$
0.63

$
(4.80
)
$
(0.73
)
$
0.62Diluted earnings per share:Income (loss) from continuing operations before accounting change

$
0.60

$
0.80

$
(0.15
)
$
0.06

$
0.62Loss from discontinued operations, net of tax


(0.14
)

(0.19
)

(0.80
)

(0.78
)

(0.01
)Cumulative effect of accounting change, net of tax benefit








(3.85
)




Net income (loss)

$
0.46

$
0.61

$
(4.80
)
$
(0.72
)
$
0.61BALANCE SHEET DATA(2):

2000

2001

2002

2003

2004Current assets

$
1,317,500

$
1,005,918

$
808,546

$
566,983

$
703,511Current liabilities


917,065


929,608


799,220


639,995


730,743Total assets


2,082,945


2,206,362


1,630,795


1,122,279


1,543,613Long-term liabilities


86,709


47,492


18,136


14,092


57,356Total stockholders' equity


1,079,171


1,229,262


813,439


468,192


755,514


---



18

---





ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We make forward-looking statements in this report and in other reports and proxy statements that we file with the SEC. In addition, our senior management might make
forward-looking statements. Broadly speaking, forward-looking statements include:



Forward-looking
statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would," or similar expressions. Do not unduly rely on forward-looking statements. They
give our expectations and are not guarantees. Forward-looking statements speak as of only the date they are made, and we might not update them to reflect changes that occur after the date they are
made.

There
are many factorsmany beyond our controlthat could cause results to differ significantly from our expectations. Some of these factors are described in "Item 1. Business
Risk Factors" of this report.

Overview

Founded in 1967, we are the parent company of Monster, the leading global online careers property. We also own TMP Worldwide, one of the world's largest recruitment advertising
agency networks and the world's largest Yellow Pages advertising agency. Our more than 495,000 clients range from Fortune 100 companies to small and medium size enterprises and government agencies.

Monster
is our flagship brand that operates in 26 countries globally and made up 70% of our total revenue for the year ended December 31, 2004. Monster connects employers with job seekers and
offers innovative technology and services that give employers more control over the recruiting process. We have been able to capitalize on Monster's brand and create worldwide awareness by offering
online recruiting solutions that we believe are redefining the way employers and job seekers connect. These tools, which include searchable job postings, a resume database and career management
content and advice, provide users with more control over the employment process. Monster's job search, resume posting services and basic networking are free to the job seeker. Monster also offers
premium career services at a fee to job seekers. Employers and human resources professionals pay to post jobs, search Monster's resume database and utilize career site hosting and applicant tracking
systems and other ancillary services.

Business Combinations

For the period January 1, 2003 through December 31, 2004, we completed six business combinations accounted for using the purchase method of accounting. There were
no significant business acquisitions in the year ended December 31, 2002. Although none of the following acquisitions were considered to be

19

---



significant
subsidiaries, either individually or in the aggregate, they do affect the comparability of results from period to period. The acquisitions and the acquisition dates are as follows:

Acquired Business

Acquisition Date

Business Segment/RegionHoward & Edwards

January 10, 2003

Advertising & Communications, North AmericaQuickHire

July 31, 2003

Monster, North AmericaMilitary Advantage, Inc.

March 1, 2004

Monster, North Americajobpilot GmbH

April 22, 2004

Monster, EuropeTickle Inc.

May 21, 2004

Monster, North AmericaWebNeuron Services Limited (JobsAhead.com)

June 18, 2004

Monster, Asia/Pacific


Discontinued Operations

During the three years ended December 31, 2004, we disposed of the following businesses (dollar amounts in thousands):



20

---





The
following amounts related to our Advertising & Communications businesses in Continental Europe, US Motivation, HH Group and the Joint Venture have been segregated from continuing operations
and reflected as discontinued operations in each period's consolidated statement of operations:

Year ended December 31,(in thousands)2004

2003

2002Revenue

$
18,278

$
121,611

$
447,396Loss before income taxes

$
(3,041
)
$
(40,697
)
$
(121,641
)Income tax expense (benefit)


(656
)

47,845


(32,062
)Loss from discontinued operations, net of tax


(2,385
)

(88,542
)

(89,579
)Pre-tax gain on sales of discontinued businesses


361





Income tax benefit


(821
)




Gain on sales of businesses, net of tax


1,182





Discontinued operations, net of tax

$
(1,203
)
$
(88,542
)
$
(89,579
)


The
year ended December 31, 2003 includes a charge to income tax expense in the amount of $43,034 for the impairment of deferred tax assets in connection with the spin-off of HH
Group.

Critical Accounting Policies and Items Affecting Comparability

Quality financial reporting relies on consistent application of Company accounting policies that are based on accounting principles generally accepted in the United States. The
policies discussed below are considered by management to be critical to understanding our financial statements and often require management judgment and estimates regarding matters that are inherently
uncertain. When such judgments and estimates are required, all material developments and resolutions are discussed with our audit committee.

Revenue Recognition and Work-In-Process

Monster.Our Monster division primarily earns revenue from the placement of job postings on the websites within the Monster network, access
to the Monster network's online resume database and other ancillary services. We recognize revenue at the time that job postings are displayed on the Monster network websites. Revenue earned from
subscriptions to the Monster network's resume database is recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. Revenue associated with multiple
element contracts is allocated based on the relative fair value of the services included in the contract. Unearned revenues are reported on the balance sheet as deferred revenue.

Advertising & Communications.Our Advertising & Communications division derives revenue for job advertisements placed in
newspapers, Internet career job boards such as Monster and other media, plus associated fees for related services. Revenue is recorded net of media placement costs, which are passed on to the
customer. Revenue is generally recognized upon placement date for newspapers and other print and offline media. Online media revenue is recognized when services are purchased.

Directional Marketing.Our Directional Marketing division derives revenue from the placement of advertisements in telephone directories
(Yellow Pages advertising). Revenue for Yellow Pages advertisements are recognized on the publications' closing dates and are recorded net of publisher advertising costs, which are passed on to the
customer. Direct operating costs incurred that relate to future revenue for Yellow Pages advertisements, are deferred (recorded as work-in-process in the accompanying
consolidated balance sheets) and subsequently charged to expense when the directories are closed for

21

---



publication
and the related commission is recognized as income. In addition, we earn revenue from mortgage companies, real estate firms and other companies that place advertisements on our online
relocation portal, Monstermoving. Revenue derived from such advertisements is recognized over the stated terms of fixed contracts, or upon referral to advertisers on our website for performance based
contracts.

Merger, Integration, Restructuring and Business Reorganization and Spin-off Plans

We have recorded significant charges and accruals in connection with our merger, integration, restructuring and business reorganization and spin-off plans. These
accruals include estimates pertaining to future lease obligations, employee separation costs and the settlements of contractual obligations resulting from our actions. Our accruals for future lease
obligations include estimates of sublease income and can extend for several years, depending on the terms of each lease. Although we do not anticipate significant changes, the actual costs may differ
from these estimates.

Accounts Receivable

We are required to estimate the collectibility of our trade receivables. A considerable amount of judgment is required in assessing the ultimate realization of these
receivables, including the current credit-worthiness of our customers. Changes in required reserves may occur due to changing circumstances, including changes in the current market environment or in
the particular circumstances of individual customers. We assess the recoverability of accounts receivable by performing a specific account review of significant customer accounts and applying general
reserve percentages (based on historical collection experience) to the remaining population of customer accounts. The allowance for doubtful accounts approximates 4.5% of our accounts receivable
portfolio as of December 31, 2004. A 1% change in the calculation of bad debt reserves for the year ended December 31, 2004, would have impacted the allowance for doubtful accounts by
approximately $4.6 million.

Business Combinations, Goodwill and Intangible Assets

We account for business combinations using the purchase method of accounting, which requires that assets acquired and liabilities assumed be recorded at their fair values on
the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition and are not restated. The
costs to acquire a business, including transaction costs, are allocated to the fair value of net assets acquired upon acquisition. Any excess of the purchase price over the estimated fair values of
the net assets acquired is recorded as goodwill.

The
judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in
periods following a business combination. For material purchase acquisitions, we often use independent valuation specialists to aid in our conclusions of such fair values and asset lives. We evaluate
our goodwill annually for impairment, or more frequently if indicators of potential impairment exist. The determination of whether or not goodwill has become impaired involves a significant level of
judgment in the assumptions underlying the approach used to determine the value of our reporting units. Changes in our strategy and or market conditions could significantly impact these judgments and
require reductions to recorded amounts of intangible assets. Based on impairment tests performed, there was no impairment of goodwill for the years ending December 31, 2004 and 2003,
respectively. We recorded a non-cash charge of $428.4 million, net of tax, which is reflected in our consolidated statements of operations as a cumulative effect of accounting
change for the year ended December 31, 2002.

22

---



Results of Operations

The following table sets forth certain statement of operations data and cash flow information (in thousands):

Year Ended December 31,STATEMENT OF OPERATIONS DATA:

2004

2003

2002Revenue:Monster

$
593,909

$
412,796

$
402,543Advertising & Communications


157,441


136,026


158,528Directional Marketing


94,169


103,365


106,155Total revenue

$
845,519

$
652,187

$
667,226Total operating expenses

$
731,193

$
628,412

$
674,732Operating income (loss)

$
114,326

$
23,775

$
(7,506
)Income (loss) from continuing operations before accounting change

$
74,307

$
6,678

$
(16,770
)Net income (loss)

$
73,104

$
(81,864
)
$
(534,896
)CASH FLOW INFORMATION:Cash provided by operating activities of continuing operations

$
98,262

$
42,983

$
90,169Cash used for investing activities of continuing operations

$
(137,481
)
$
(37,507
)
$
(54,284
)Cash provided by (used for) financing activities of continuing operations

$
100,012

$
(27,474
)
$
(17,460
)Cash used for discontinued operations

$
(7,557
)
$
(30,504
)
$
(174,544
)Effect of exchange rate changes on cash and cash equivalents

$
2,620

$
3,201

$
7,094


Constant Currencies

We define the term "constant currency" to be a comparison of financial information from period to period that excludes the effect of translating foreign currencies to U.S.
dollars at differing exchange rates. Changes in our revenues and core operating expenses, which we identify as salaries and related, office and general, and marketing and promotion expenses, include
the effect of changes in foreign currency exchange rates because they are translated at average exchange rates for each period, as required by generally accepted accounting principles.

We
believe that these calculations are a useful measure, providing additional detail about the change in operations from period to period. Earnings from subsidiaries are rarely repatriated to the
United States

23

---



and
there are no significant gains or losses on foreign currency transactions between subsidiaries. Therefore, changes in foreign currency exchange rates generally impact only reported earnings.

December 31, 2004

December 31, 2003Reported
Amount

Currency
Translation

Constant
Currency

Reported
Amount

Constant
Currency
$ Change

Constant
Currency
% ChangeRevenue:Monster

$
593,909

$
(5,780
)
$
588,129

$
412,796

$
175,333

42.5%Advertising & Communications


157,441


(9,209
)

148,232


136,026


12,206

9.0%Directional Marketing


94,169


(639
)

93,530


103,365


(9,835
)
(9.5)%Total revenue

$
845,519

$
(15,628
)
$
829,891

$
652,187

$
177,704

27.2%Core Operating Expenses:Salaries and related

$
396,229

$
(10,345
)
$
385,884

$
303,208

$
82,676

27.3%Office and general


173,115


(4,567
)

168,548


154,805


13,743

8.9%Marketing and promotion


154,067


(1,260
)

152,807


122,377


30,430

24.9%Core operating expenses

$
723,411

$
(16,172
)
$
707,239

$
580,390

$
126,849

21.9%


The Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003

Monster

The operating results of our Monster division for the years ended December 31, 2004 and 2003 are as follows:

Year Ended December 31,

Increase (Decrease)(in thousands)

2004

2003

$

%Revenue

$
593,909

$
412,796

$
181,113

43.9%Salaries and related, office and general, marketing and promotion


475,040


329,784


145,256

44.0%Amortization of intangibles


7,131


1,518


5,613

369.8%Business reorganization, spin-off costs and other special charges





28,603


(28,603
)
(100.0)%Total operating expenses


482,171


359,905


122,266

34.0%Operating income

$
111,738

$
52,891

$
58,847

111.3%


Under
slightly improved economic conditions in 2004, our Monster division was able to significantly increase revenue by investing in sales staff and focusing their resources on expanding our customer
base to incorporate more regionally located small and medium sized businesses, particularly in the United States. We began advertising campaigns in the top 28 U.S. markets in 2004 in order to capture
a larger piece of what we believe to be a $2 billion help-wanted advertising market for small and medium sized business. In addition, we maintained our emphasis on providing a high
level of customer service and were able realize higher client retention rates than in the prior period. In North America, our operations posted strong organic growth and we began to see signs of a
stable labor environment evidenced by a significant increase in orders booked by our sales staff versus the prior period. We also continued to see an improvement in our European operations where we
are witnessing increased migration toward on-line employment and recruitment tools. Our European operations also benefited in 2004 from our acquisition of jobpilot GmbH in April and a
weaker U.S. dollar. All of our 2004 acquisitions, which were made to expand our Monster Network, contributed $60.9 million of revenue to Monster for the year ended December 31, 2004.

24

---



Core
operating expenses at the Monster division increased primarily due to the addition of approximately 500 sales staff across North America, Europe and the Asia-Pacific region and the
effect of acquisitions completed in 2004. Acquisitions contributed $50.8 million to our core operating expenses for the year ended December 31, 2004. In addition, we continued to promote
and market the Monster brand globally. We increased and redirected portions of our marketing and promotion expense in 2004 to attract higher quality traffic to our website and compete
head-to-head with local newspapers in the top 28 metropolitan markets in the United States. Amortization of intangibles was up significantly in the 2004 period due to the four
acquisitions that we made in 2004. In total, we recognized $46 million of amortizable intangible assets in connection with our 2004 acquisitions and expect amortization expense relating to
current intangible asset balances to be approximately $8.5 million in 2005.

Advertising & Communications

The operating results of our Advertising & Communications division for the years ended December 31, 2004 and 2003 are as follows:

Year Ended December 31,

Increase (Decrease)(in thousands)

2004

2003

$

%Revenue

$
157,441

$
136,026

$
21,415

15.7%Salaries and related, office and general, marketing and promotion


158,574


151,851


6,723

4.4%Amortization of intangibles


112


279


(167
)
(59.9)%Business reorganization, spin-off costs and other special charges





9,481


(9,481
)
(100.0)%Total operating expenses


158,686


161,611


(2,925
)
(1.8)%Operating loss

$
(1,245
)
$
(25,585
)
$
24,340

95.1%


Advertising &
Communication's revenue increased primarily due to stronger help wanted print advertising in North America compared to the prior period. With the discontinuation of our
Advertising & Communications businesses in Continental Europe, revenue in North America now comprises 48.1% of the segment's business in 2004, while Europe and Asia-Pacific account
for 43.4% and 8.5%, respectively. We continue to incentivize our Advertising & Communications division to promote and cross-sell Monster services. As a result, the division
recognized approximately $13.3 million and $13.2 million of commissions on Monster sales of $88.5 million and $88.1 million for the periods ending December 31, 2004
and 2003, respectively. Revenue in the 2004 period also increased $9.2 million as a result of a weaker U.S. dollar.

The
weaker U.S. dollar in 2004 increased core operating expenses by $7.4 million, which was partially offset by lower corporate and technology costs charged to the division and lower
amortization expense. The division's North American business was profitable as it focused on and made significant operational improvements to bring costs in line with revenues in the 2004 period. In
December 2004, we exited our Advertising & Communications business in certain countries in Continental Europe in order to focus our efforts more fully on our Monster operations. We
intend to continue the efforts that began in late 2004, and improve the cost structure of our remaining European operations, which are now primarily located in the United Kingdom.

25

---



Directional Marketing

The operating results of our Directional Marketing division for the years ended December 31, 2004 and 2003 are as follows:

Year Ended December 31,

Increase (Decrease)(in thousands)

2004

2003

$

%Revenue

$
94,169

$
103,365

$
(9,196
)
(8.9)%Salaries and related, office and general, marketing and promotion


89,797


98,755


(8,958
)
(9.1)%Amortization of intangibles


539


590


(51
)
(8.6)%Business reorganization, spin-off costs and other special charges





7,551


(7,551
)
(100.0)%Total operating expenses


90,336


106,896


(16,560
)
(15.5)%Operating income (loss)

$
3,833

$
(3,531
)
$
7,364

208.6%


Revenue
in our Directional Marketing division decreased in 2004, primarily as a result of lower ad placement volume and a higher number of yellow page directory closings in the 2003 period. We
continued to see directory closings shift beyond expected close dates in 2004 into 2005.

The
division generated operating income in 2004 due to lower core operating expense levels related to our Yellow Pages services as we undertook measures to re-engineer the cost and
management structure of the division. In addition to reducing the number of employees in the division and consolidating certain offices, we sold US Motivation, which was not a strategic fit to our
Directional Marketing division.

Total Operating Expenses and Operating Income

Consolidated operating expenses for the years ended December 31, 2004 and 2003 are as follows:

Year Ended December 31,

Increase (Decrease)(in thousands)

2004

2003

$

%Salaries and related

$
396,229

$
303,208

$
93,021

30.7%Office and general


173,115


154,805


18,310

11.8%Marketing and promotion


154,067


122,377


31,690

25.9%Business reorganization, spin-off costs and other special charges





45,635


(45,635
)
(100.0)%Amortization of intangibles


7,782


2,387


5,395

226.0%Total operating expenses

$
731,193

$
628,412

$
102,781

16.4%Operating income

$
114,326

$
23,775

$
90,551

380.9%


The
increase in consolidated operating expenses is primarily due to increased headcount at Monster, higher bonus accruals as internal operating targets were exceeded, increased marketing expenditures
in North America and Europe, acquisitions and foreign currency translation rates. In addition, our office and general expenses increased as we incurred additional professional fees, primarily related
to accounting and Sarbanes-Oxley compliance and higher depreciation expense versus the 2003 period. Our marketing and promotion expenses increased as a result of increased Monster branding efforts
across each of our geographic regions. Acquisitions completed in 2004 contributed $55.8 million to the increase in our consolidated operating expenses. Amortization expense was higher in the
2004 period due to intangibles valued in connection with our purchase acquisitions, particularly for jobPilot and Tickle. In addition, the higher operating expenses include a $15.1 million
increase as a result of a weaker U.S. dollar in 2004.

26

---



Income Taxes

Income taxes for the years ended December 31, 2004 and 2003 are as follows:

Year Ended December 31,

Increase (Decrease)(in thousands)

2004

2003

$

%Income from continuing operations before income taxes

$
113,023

$
22,634

$
90,389

399.4%Income taxes

$
38,716

$
15,956

$
22,760

142.6%Effective tax rate


34.3
%

70.5
%


Our
effective tax rates differ from the statutory rate due to the impact of state and local taxes, certain nondeductible (including integration, business reorganization and
spin-off costs in 2003), foreign earnings taxed at different tax rates and valuation allowances. Our future effective tax rates could be adversely affected by earnings being lower than
anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, our
filed tax returns are subject to examination by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to
determine the adequacy of our provision for income taxes.

Income from Continuing Operations and Net Income (Loss)

Income from continuing operations and net income (loss) and per share amounts for the years ended December 31, 2004 and 2003 are as follows:

|                                            |                                                         | Year Ended December 31, |         | Change
|------------------------------------------- | ------------------------------------------------------- | ----------------------- | ------- | ------
|
|
|Net income (loss):                          |                                                         |                         |         |       
|                                            | Income from continuing operations                       |                         | $       | 74,307
|                                            | Loss from discontinued operations, net of tax           |                         |         | (1,203
|                                           
|Net income (loss)                           |                                                         | $                       | 73,104  |       
|                                           
|Diluted earnings (loss) per share:          |                                                         |                         |         |       
|                                            | Earnings per share from continuing operations           |                         | $       | 0.62  
|                                            | Loss per share from discontinued operations, net of tax |                         |         | (0.01 
|                                           
|Diluted earnings (loss) per share           |                                                         | $                       | 0.61    |       
|                                           
|Diluted weighted average shares outstanding |                                                         |                         | 120,075 |       
|                                           

The Year Ended December 31, 2003 Compared to the Year Ended December 31, 2002

Monster

The operating results of our Monster division for the years ended December 31, 2003 and 2002 are as follows:

|                         |                                                                                        | Year Ended December 31, |         | Increase (Decrease)
|------------------------ | -------------------------------------------------------------------------------------- | ----------------------- | ------- | -------------------
|
|
|Revenue                  |                                                                                        | $                       | 412,796 |                    
|                        
|                         | Salaries and related, office and general, marketing and promotion                      |                         |         | 329,784            
|                         | Amortization of intangibles                                                            |                         |         | 1,518              
|                         | Merger, integration, business reorganization, spin-off costs and other special charges |                         |         | 28,603             
|                        
|Total operating expenses |                                                                                        |                         | 359,905 |                    
|                        
|Operating income         |                                                                                        | $                       | 52,891  |                    
|                        

27

---



The
Monster division's revenue increased mainly as a result of strong organic growth in its North American operations, where we began to see signs of a solidifying employment
environment and a significant increase in orders booked by our sales staff toward the end of 2003, and favorable currency exchange rates. In addition, we introduced new revenue-generating services
that are vertically compatible with Monster and were targeted toward the stronger sectors of the economy, such as the workforce of small and medium sized businesses, Government and Healthcare. In
July 2003, we acquired QuickHire, Inc. ("QuickHire"), which further strengthened our position in the Government sector, particularly within the larger agencies of the federal government.
QuickHire generated $4.0 million of revenue for the Monster division during the second half of 2003. Increases in the division's revenue were offset by lower revenue in our European operations,
partially due to office closings in Scandinavia in the first quarter of 2003. Also included in the Monster division's revenue is $4.5 million and $20.4 million for 2003 and 2002,
respectively, of revenue earned from cross-selling with our former staffing division, now the staffing division of HH Group.

The
Monster division's core operating expenses were a lower percentage of revenue in 2003 as a result of our 2002 reorganization plans and decreased spending on marketing and promotion. Partially
offsetting our cost cuts were increased costs to further develop vertical markets, such as government and healthcare, and an increase in our sales staff in the latter part of the year. In addition,
operating margins improved as a result of lower merger, integration, business reorganization and spin-off costs.

Advertising & Communications

The operating results of our Advertising & Communications division for the years ended December 31, 2003 and 2002 are as follows:

|                         |                                                                                        | Year Ended December 31, |          | Increase (Decrease)
|------------------------ | -------------------------------------------------------------------------------------- | ----------------------- | -------- | -------------------
|
|
|Revenue                  |                                                                                        | $                       | 136,026  |                    
|                        
|                         | Salaries and related, office and general, marketing and promotion                      |                         |          | 151,851            
|                         | Amortization of intangibles                                                            |                         |          | 279                
|                         | Merger, integration, business reorganization, spin-off costs and other special charges |                         |          | 9,481              
|                        
|Total operating expenses |                                                                                        |                         | 161,611  |                    
|                        
|Operating loss           |                                                                                        | $                       | (25,585) |                    
|                        

The
decrease in Advertising & Communications revenue is primarily related to the global decline in newspaper job placement advertising reflecting the effects of weak economies
as well as continuous migration away from traditional recruitment advertising and toward online career solutions. We saw signs of stability in the division's revenue base near the end of 2003 and
continue to focus our efforts on selling Monster services to clients of our Advertising & Communications division, however we do not anticipate that the print recruitment advertising market
will return to its previous levels as we continue to see a migration away from help-wanted advertising in newspapers toward online career solutions.

Core
operating expenses decreased significantly on a constant currency basis in 2003 when compared to the prior year period, as we reduced the number of employees in the division and consolidated
offices in an effort to bring our cost structure in line with the declining revenue base. Because of the level of uncertainty surrounding a significant rebound in the newspaper help wanted advertising
market, we are carefully monitoring the cost structure of our Advertising & Communications division and have focused our attention on additional revenue-generating initiatives.

28

---



Directional Marketing

The operating results of our Directional Marketing division for the years ended December 31, 2003 and 2002 are as follows:

|                         |                                                                                        | Year Ended December 31, |         | Increase (Decrease)
|------------------------ | -------------------------------------------------------------------------------------- | ----------------------- | ------- | -------------------
|
|
|Revenue                  |                                                                                        | $                       | 103,365 |                    
|                        
|                         | Salaries and related, office and general, marketing and promotion                      |                         |         | 98,755             
|                         | Amortization of intangibles                                                            |                         |         | 590                
|                         | Merger, integration, business reorganization, spin-off costs and other special charges |                         |         | 7,551              
|                        
|Total operating expenses |                                                                                        |                         | 106,896 |                    
|                        
|Operating loss           |                                                                                        | $                       | (3,531) |                    
|                        

Directional
Marketing revenue decreased in 2003, as a result of lower demand for advertising on our Monstermoving.com website, while the Yellow Pages advertising business was relatively flat compared
to the prior year. We continued to see pricing pressure on Yellow Pages advertising commissions by both publishers and our clients.

The
division's operating margins decreased due to higher core operating expense levels related to our Yellow Pages services as we undertook measures to re-engineer the cost and management
structure of the division. In addition to reducing the number of employees in the division and consolidating certain offices, we incurred incremental costs to automate our customer response management
system, which is intended to streamline our sales process and order entry system.

Total Operating Expenses and Operating Income (Loss)

Consolidated operating expenses for the years ended December 31, 2003 and 2002 are as follows:

|                                                                                       |  | Year Ended December 31, |         | Increase (Decrease)
|-------------------------------------------------------------------------------------- |  | ----------------------- | ------- | -------------------
|
|
|Salaries and related                                                                   |  | $                       | 303,208 |                    
|Office and general                                                                     |  |                         | 154,805 |                    
|Marketing and promotion                                                                |  |                         | 122,377 |                    
|Merger, integration, business reorganization, spin-off costs and other special charges |  |                         | 45,635  |                    
|Amortization of intangibles                                                            |  |                         | 2,387   |                    
|                                                                                      
|Total operating expenses                                                               |  | $                       | 628,412 |                    
|                                                                                      
|Operating income (loss)                                                                |  | $                       | 23,775  |                    
|                                                                                      

The
decrease in consolidated operating expenses is primarily due to lower business reorganization, spin-off and other special charges as we finalized our reorganization plan at the end of
2002 and completed the spin-off of HH Group in the first quarter of 2003. Merger and integration costs also decreased as we finalized the integration of our acquisitions accounted for as
poolings of interests. Although our core operating expenses were higher by $12.4 million in 2003, it was mainly as a result of rising foreign currency exchange rates, particularly the British
Pound and the Euro. When compared to the prior year, currency translation rates increased our core operating expenses by $28.6 million. We devoted significant resources toward bringing our
expense levels lower in 2003, as evidenced by the decrease in core operating expenses on a constant currency basis. The constant currency decrease in core operating expenses was partially offset by
higher salaries at the Monster division due to additional sales force, the acquisition of QuickHire,

29

---



and
higher sales commissions due to stronger revenue in the second half of the year. In addition, re-engineering the structure of our Directional Marketing division had a temporary
incremental effect on salaries in the fourth quarter of 2003. The increase in office and general expenses in 2003 includes a $9.6 million increase as a result of a weaker U.S. dollar in 2003,
investments in new Monster services, such as Networking and Government Services, and technology spending in Directional Marketing, which are all offset by Company-wide
cost-cutting efforts. Marketing and promotion in the year ended December 31, 2003 decreased primarily due to the timing of our marketing spending in our Monster division.

Merger
and integration expenses reflect costs incurred in the 2002 period as a result of pooling of interests transactions and the planned integration of such companies. This expense includes office
integration costs, the write-off of fixed assets that will not be used in the future, separation pay, professional fees, and employee stay bonuses to certain key personnel of the merged
companies. We incurred $3.2 million of merger and integration costs for the year ended December 31, 2002.

Business
reorganization and other special charges in the 2003 period is comprised of severance and related costs of $5.3 million, future lease obligations on exited properties of
$5.3 million and $25.8 million relating to fixed asset write-offs for property and equipment, primarily leasehold improvements, computer equipment and software. In addition,
we recorded $9.2 million for professional fees primarily relating to legal costs in connection with our workforce reduction, and accounting and investment banking fees in connection with the
spin-off transaction.

Income Taxes

Income taxes for the years ended December 31, 2003 and 2002 are as follows:

|                                                                                   |  | Year Ended December 31, |        | Increase (Decrease)
|---------------------------------------------------------------------------------- |  | ----------------------- | ------ | -------------------
|
|
|Income (loss) from continuing operations before income taxes and accounting change |  | $                       | 22,634 |                    
|Income taxes                                                                       |  | $                       | 15,956 |                    
|Effective tax rate                                                                 |  |                         | 70.5%  |                    

Our
effective tax rates differ from the statutory rate due to the impact of nondeductible merger, integration, business reorganization and spin-off costs and valuation allowances. Our
future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or
liabilities, or changes in tax laws or interpretations thereof. In addition, our filed tax returns are subject to examination by the Internal Revenue Service and other tax authorities. We regularly
assess the likelihood of adverse outcomes to determine the adequacy of our provision for income taxes.

Accounting Change

On January 1, 2002, we recorded a cumulative effect of accounting change, net of tax benefit, of $428.4 million, related to goodwill impairment, in our
consolidated financial statements for the twelve

30

---



months
ended December 31, 2002. The following table summarizes our cumulative effect of accounting change recorded during the full year 2002 by reporting unit:

|(in thousands)                                                                                        |  | January 1, 2002
|----------------------------------------------------------------------------------------------------- |  | ---------------
|Monster                                                                                               |  | $              
|Advertising & Communications                                                                          |  |                
|Directional Marketing                                                                                 |  |                
|Tax benefit on impairment charge related to continuing operations                                     |  |                
|                                                                                                     
|Cumulative effect of accounting change related to continuing operations, net of tax benefit           |  |                
|Cumulative effect of accounting change related to discontinued operations, net of $14,000 tax benefit |  |                
|                                                                                                     
|Cumulative effect of accounting change, net of tax benefit                                            |  | $              
|                                                                                                     

Income (Loss) from Continuing Operations and Net Loss

Income (loss) from continuing operations and net loss and per share amounts for the years ended December 31, 2003 and 2002 are as follows:

|                                                                            |                                                                    | Year Ended December 31, |         | Change 
|--------------------------------------------------------------------------- | ------------------------------------------------------------------ | ----------------------- | ------- | -------
|
|
|Net loss:                                                                   |                                                                    |                         |         |        
|                                                                            | Income (loss) from continuing operations before accounting change  |                         | $       | 6,678  
|                                                                            | Loss from discontinued operations, net of tax                      |                         |         | (88,542
|                                                                            | Cumulative effect of accounting change, net of $20,000 tax benefit |                         |         |       
|                                                                           
|Net loss                                                                    |                                                                    | $                       | (81,864 | )      
|                                                                           
|Diluted loss per share:                                                     |                                                                    |                         |         |        
|Income (loss) per share from continuing operations before accounting change |                                                                    | $                       | 0.06    |        
|Loss per share from discontinued operations, net of tax                     |                                                                    |                         | (0.78   | )      
|Cumulative effect of accounting change per share, net of tax benefit        |                                                                    |                         |        |        
|                                                                           
|Diluted loss per share                                                      |                                                                    | $                       | (0.72   | )      
|                                                                           
|Diluted weighted average shares outstanding                                 |                                                                    |                         | 114,087 |        
|                                                                           

Financial Condition

Our principal capital requirements have been to fund (i) working capital, (ii) marketing and development of our Monster network, (iii) acquisitions
(iv) capital expenditures and (v) the 2003 spin-off of Hudson Highland Group, Inc. Our working capital requirements are generally higher in the first half of each
year, during which periods payments to the major yellow page directory publishers are at their highest levels. In addition, because of recent business acquisitions and our 2002 and 2003 reorganization
initiatives, we have

31

---



substantial
cash commitments over the next several years. These commitments as of December 31, 2004 are as follows (amounts in thousands):

|                                                               |  |   |         | Payments due by period |   |       
|-------------------------------------------------------------- |  | - | ------- | ---------------------- | - | ------
|
|
|
|Payable to Hudson Highland Group, Inc.                         |  | $ | 231     |                        | $ | 231   
|Borrowings under financing arrangement and other notes payable |  |   | 542     |                        |   | 85    
|Capital lease obligations                                      |  |   | 1,966   |                        |   | 1,660 
|Operating lease obligations                                    |  |   | 342,308 |                        |   | 40,149
|Acquisition notes payable                                      |  |   | 62,693  |                        |   | 27,577
|                                                              
|Total                                                          |  | $ | 407,740 |                        | $ | 69,702
|                                                              

Substantially
all of the current portion of acquisition notes payable listed in the table above will be paid in the first quarter of 2005 while lease obligations will be paid ratably over the course
of the year. In addition, subsequent to December 31, 2004, we paid $50.0 million of cash, representing our investment for 40% of ChinaHR.com, and announced our acquisition of
Emailjob.com in France for $26.0 million cash, $23.0 million of which will be paid prior to March 31, 2005. We also have other long-term liabilities for which maturity
dates are not currently estimable or do not necessarily require a cash or equity commitment. In addition, certain of our prior acquisitions contain earn-out provisions based on
pre-determined financial goals that could require further cash commitments.

Historically,
we have relied on funds provided by operating activities, equity offerings, short and long-term borrowings and seller-financed notes to meet our liquidity needs. We invest
our excess cash predominantly in money market funds, overnight deposits, and commercial paper that are highly liquid, of high-quality investment grade, and have maturities of less than
three months with the intent to make such funds readily available for operating and strategic long-term equity investment purposes.

As
of December 31, 2004, we had cash and cash equivalents of $198.1 million, compared to $142.3 million as of December 31, 2003. Cash balances as of December 31,
2004 and 2003 exclude the effect of $12.9 million and $35.7 million, respectively, of outstanding checks in excess of cash balances, which are classified as current liabilities on our
consolidated balance sheets. These outstanding checks typically represent publisher payments, payroll and other contractual obligations disbursed on or near the last day of a reporting period. Such
payments are disbursed from a financial institution separate from that of our depository accounts. Our increase in cash of $55.8 million in the year ended December 31, 2004, primarily
relates to the operating and financing activities of our continuing operations, offset by net cash used in investing activities.

Cash
provided by operating activities of $92.5 million for the year ended December 31, 2004 was a result of $73.1 million of net income, which included $85.7 million of net
non-cash items, decreased by a $60.6 million change in working capital items in our continuing operations. We also used $5.7 million of cash in the operating activities of
our discontinued operations. Increases in accounts receivable and deferred revenue are mainly due to our success in driving more business to Monster and the slightly improved economic environment in
2004, as we have recognized a substantial improvement in both revenue and income levels from the prior year. Decreases in accounts payable and accrued expenses include payments made to Yellow Pages
directory publishers, lower accruals for advertising costs and $5.0 million in payments to HH Group in 2004. In addition, we made cash payments of $11.9 million related to our business
reorganization and spin-off costs.

We
used $139.3 million of cash for investing activities in the year ended December 31, 2004. Cash used reflects $119.9 million of payments, net of cash acquired, for our
acquisitions of jobpilot (including related integration and restructuring charges), Military Advantage and Tickle. Included in our payments for acquisitions is $2.1 million to former owners of
other acquired businesses, based on pre-determined

32

---



financial
goals. In addition, we funded $2.8 million to dispose of our Advertising & Communications businesses in Europe in 2004. We also used $24.3 million of cash for capital
expenditures in 2004. Uses of cash in investing activities were offset by $9.6 million of net proceeds that we received on the sale of our US Motivation subsidiary in October 2004.

Cash
provided by financing activities reflects our January 6, 2004 stock offering on which we raised $55.7 million by issuing 2.5 million shares of our common stock. We generated
$45.8 million of cash from employee stock option exercises due to our rising stock price, particularly in the latter part of 2004. Cash provided by financing activities also contains
$1.5 million payments on debt and capitalized lease obligations. Our debt balances increased significantly in 2004 as a result of our business combination transactions. Part of our acquisition
strategy has been to pay portions of the purchase prices over time. These amounts are normally pre-determined at the acquisition date or are based on the achievement of certain financial
goals. In the year ended December 31, 2004, total debt increased by $58.5 million, mostly related to guaranteed consideration in connection with our Tickle and Military Advantage
acquisitions and the earn-out associated with our 2003 acquisition of QuickHire.

We
believe that our current cash and cash equivalents, revolving credit facility and cash we anticipate to generate from operating activities will provide us with sufficient liquidity to satisfy our
working capital needs, capital expenditures, investment requirements and commitments through at least the next twelve months. Our cash generated from operating activities is subject to fluctuations in
the global economy, unemployment rates and the demand for Yellow Pages advertising.

Recent Accounting Pronouncements

On October 13, 2004, the Financial Accounting Standards Board issued SFAS 123R,Share-Based Payment,which
requires all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value. The statement is effective for all public companies for interim or
annual periods after June 15, 2005. The statement eliminates the ability to account for share-based compensation transactions using APB No. 25,Accounting for
Stock Issued to Employees, and generally requires that such transactions be accounted for using a fair-value-based method and recognized as expenses in our
consolidated statements of operations. The standard also requires that the modified prospective transition method be used, which would necessitate us to recognize compensation cost for the fair value
of new awards granted, modified or settled after the effective date of the proposed Statement. In addition, the measurement of compensation cost for awards that are non-vested as of the
effective date of the proposed Statement would be based on the same estimate that we used to previously account for its grants under SFAS 123.

As
a result, we will be required to expense the fair value of our stock option grants rather than disclose the impact on our consolidated statement of operations within our footnotes, as is current
practice. In addition, the proposed standard may impact our consolidated cash flows from operations as, under this proposed standard, we will be required to reclassify our tax benefit on the exercise
of employee stock options from cash flows from operating activities to cash flows from financing activities. The tax benefit from the exercise of employee stock options currently included within cash
flows from operating activities for the twelve months ended December 31, 2004 and 2003 was $7,325 and $1,669, respectively. We are currently assessing the potential impact of the new standard
on our consolidated financial statements and are evaluating alternative equity compensation arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At December 31, 2004, the utilized portion of our financing agreement was $4.6 million for standby letters of credit and $95.4 million was unused. Accounts
receivable are sufficient to allow for the draw-down of the entire amount. Under the credit facility, loans will bear interest, at our option at either (1) the higher of
(a) prime rate or (b) Federal Funds rate plus 1/2 of 1%, plus a margin determined by the ratio of our debt to earnings before interest, taxes, depreciation and
amortization ("EBITDA") as defined in the revolving credit agreement or (2) the London Interbank Offered Rate ("LIBOR") plus a margin determined by the

33

---



ratio
of our debt to EBITDA as defined in the revolving credit agreement. The agreement contains certain covenants which restrict, among other things, our ability to borrow, pay dividends, acquire
businesses, distribute assets, guarantee debts of others and lend funds to affiliated companies and contains criteria on the maintenance of certain financial statement amounts and ratios, all as
defined in the agreement. As a result, our primary market risks include fluctuations in interest rates, variability in interest rate spread relationships (i.e., prime to LIBOR spreads) and exchange
rate variability.

On
January 14, 2005, we amended and restated the terms of our secured revolving credit facility. The amended and restated credit facility provides for maximum borrowings to be increased from
$100 million to $125 million at our request under certain conditions and extends the expiration date from April 7, 2006 to June 30, 2008. Under the amended and restated
credit facility, loans will bear interest, at our option at either (1) the higher of (a) prime rate or (b) Federal Funds rate plus 1/2 of 1%, plus a margin
determined by the ratio of our debt to earnings before interest, taxes, depreciation and amortization EBITDA as defined in the amended and restated revolving credit agreement or (2) the London
Interbank Offered Rate LIBOR plus a margin determined by the ratio of our debt to EBITDA as defined in the amended and restated revolving credit agreement. The amended and restated agreement contains
certain covenants which restrict, among other things, our ability to borrow, pay dividends, acquire businesses, distribute assets, guarantee debts of others and lend funds to affiliated companies and
contains criteria on the maintenance of certain financial statement amounts and ratios, all as defined in the agreement.

We
use forward foreign exchange contracts as cash flow hedges to offset risks related to foreign currency transactions. These transactions primarily relate to non-functional currency
denominated inter-company funding loans and non-functional currency accounts receivable. We do not trade derivative financial instruments for speculative purposes.

We
also conduct operations in more than 20 foreign countries, including Australia, Belgium, Canada, China, France, Germany, Ireland, India, Italy, Japan, the Netherlands, New Zealand, Sweden, Spain,
and the United Kingdom. For the year ended December 31, 2004, approximately 25% of our revenue was earned outside the United States and collected in local currency and related operating
expenses
were also paid in such corresponding local currency. Accordingly, we will be subject to risk for exchange rate fluctuations between such local currencies and the dollar.

The
financial statements of our non-U.S. subsidiaries are translated into U.S. dollars using current rates of exchange, with gains or losses included in the cumulative translation
adjustment account, a component of stockholders' equity. During the year ended December 31, 2004, our cumulative translation adjustment account increased $39.1 million, primarily
attributable to the weakening of the U.S. dollar against the the Euro, the Swedish Krona and the British Pound.

34

---





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following are the consolidated financial statements and exhibits of Monster Worldwide, Inc., which are filed as part of this report.

MONSTER WORLDWIDE, INC.  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                         |  | Page No.
|-------------------------------------------------------- |  | --------
|Reports of Independent Registered Public Accounting Firm |  | 36      
|Consolidated Balance Sheets                              |  | 39      
|Consolidated Statements of Operations                    |  | 40      
|Consolidated Statements of Stockholders' Equity          |  | 41      
|Consolidated Statements of Cash Flows                    |  | 42      
|Notes to Consolidated Financial Statements               |  | 43      
|Supplemental Data: Financial Information by Quarter      |  | 67      

(All
other items on this report are inapplicable)

35

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board
of Directors and Stockholders
Monster Worldwide, Inc.
New York, New York

We
have audited the accompanying consolidated balance sheets of Monster Worldwide, Inc. (the "Company") as of December 31, 2004 and 2003 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Monster Worldwide, Inc. at December 31, 2004
and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004,in conformity
with accounting principles generally accepted in the United States.

As
discussed in Note 1 to the financial statements, effective January 1, 2002, the Company adopted FASB Statement No. 142,Goodwill and Other Intangible
Assets.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Monster Worldwide, Inc.'s internal
control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated February 18, 2005, expressed an unqualified opinion on management's assessment of, and the effective operation of, internal control over
financial reporting.

| |  | /S/ BDO SEIDMAN, LLPBDO Seidman, LLP
| |  | ------------------------------------

New
York, New York
February 18, 2005

36

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Monster
Worldwide, Inc.
New York, New York

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control, that Monster Worldwide, Inc. (the "Company") maintained effective internal control
over financial reporting as of December 31, 2004, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our
audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of jobpilot GmbH, which is included in the 2004 consolidated financial statements of Monster Worldwide, Inc. and constituted approximately 3% of
consolidated revenues and 6% of income from continuing operations before income taxes for the year ended December 31, 2004. Management did not assess the effectiveness of internal control over
financial reporting at this entity because the Company acquired this entity during 2004. Refer to Note 2 to the consolidated financial statements for further discussion of this acquisition and
its impact on the Company's consolidated financial statements. Our audit of internal control over financial reporting of Monster Worldwide, Inc. also did not include an evaluation of the
internal control over financial reporting of the entity referred to above.

In
our opinion, management's assessment that Monster Worldwide, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all
material respects, based on the criteria established in Internal Control-Integrated Framework issued by COSO. Also in our opinion,

37

---



the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control-Integrated
Framework issued by COSO.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Monster Worldwide, Inc. as of
December 31, 2004 and 2003 and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2004
and our report dated February 18, 2005 expressed an unqualified opinion.

| |  | /s/BDO SEIDMAN, LLPBDO Seidman, LLP.
| |  | ------------------------------------

New
York, New York
February 18, 2005

38

---





MONSTER WORLDWIDE, INC.  CONSOLIDATED BALANCE SHEETS  (in thousands, except per share amounts)

|                                        |                                                                                                                                                                     | December 31,                               |  
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | -
|
|ASSETS                                  |                                                                                                                                                                     |                                            |  
|Current assets:                         |                                                                                                                                                                     |                                            |  
|                                        | Cash and cash equivalents                                                                                                                                           |                                            | $
|                                        | Accounts receivable, net of allowance for doubtful accounts of $20,816 and $18,107 in 2004 and 2003, respectively                                                   |                                            |  
|                                        | Work-in-process                                                                                                                                                     |                                            |  
|                                        | Prepaid and other                                                                                                                                                   |                                            |  
|                                        | Current assets of discontinued operations                                                                                                                           |                                            |  
|                                        |                                                                                                                                                                    
|                                        |                                                                                                                                                                     | Total current assets                       |  
|                                        |                                                                                                                                                                    
|                                        | Property and equipment, net                                                                                                                                         |                                            |  
|                                        | Goodwill                                                                                                                                                            |                                            |  
|                                        | Intangibles, net                                                                                                                                                    |                                            |  
|                                        | Other assets                                                                                                                                                        |                                            |  
|                                        | Non-current assets of discontinued operations                                                                                                                       |                                            |  
|                                        |                                                                                                                                                                    
|                                        |                                                                                                                                                                     | Total assets                               |  
|                                        |                                                                                                                                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                                                                                                                                     |                                            |  
|Current liabilities:                    |                                                                                                                                                                     |                                            |  
|                                        | Accounts payable                                                                                                                                                    |                                            | $
|                                        | Accrued expenses and other current liabilities                                                                                                                      |                                            |  
|                                        | Outstanding checks in excess of bank balances                                                                                                                       |                                            |  
|                                        | Accrued business reorganization and spin-off costs                                                                                                                  |                                            |  
|                                        | Deferred revenue                                                                                                                                                    |                                            |  
|                                        | Current portion of long-term debt                                                                                                                                   |                                            |  
|                                        | Current liabilities of discontinued operations                                                                                                                      |                                            |  
|                                        |                                                                                                                                                                    
|                                        |                                                                                                                                                                     | Total current liabilities                  |  
|                                        |                                                                                                                                                                    
|                                        | Long-term debt, less current portion                                                                                                                                |                                            |  
|                                        | Other long-term liabilities                                                                                                                                         |                                            |  
|                                        |                                                                                                                                                                    
|                                        |                                                                                                                                                                     | Total liabilities                          |  
|                                        |                                                                                                                                                                    
|Commitments and Contingencies (Note 12) |                                                                                                                                                                     |                                            |  
|Stockholders' equity:                   |                                                                                                                                                                     |                                            |  
|                                        | Preferred stock, $.001 par value, authorized 800 shares; issued and outstanding: none                                                                               |                                            |  
|                                        | Common stock, $.001 par value, authorized 1,500,000 shares; issued: 116,697 and 109,216 shares, respectively; outstanding: 115,770 and 108,289 shares, respectively |                                            |  
|                                        | Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: 4,762 shares                                                               |                                            |  
|                                        | Additional paid-in capital                                                                                                                                          |                                            |  
|                                        | Accumulated other comprehensive income                                                                                                                              |                                            |  
|                                        | Unamortized stock based compensation                                                                                                                                |                                            |  
|                                        | Retained deficit                                                                                                                                                    |                                            |  
|                                        |                                                                                                                                                                    
|                                        |                                                                                                                                                                     | Total stockholders' equity                 |  
|                                        |                                                                                                                                                                    
|                                        |                                                                                                                                                                     | Total liabilities and stockholders' equity |  
|                                        |                                                                                                                                                                    

See accompanying notes

39

---





MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except per share amounts)

|                                                                                   |                                                                        | Year Ended December 31, |        
|---------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ----------------------- | -------
|
|
|Revenue                                                                            |                                                                        | $                       | 845,519
|                                                                                   |                                                                       
|                                                                                   | Salaries and related                                                   |                         |        
|                                                                                   | Office and general                                                     |                         |        
|                                                                                   | Marketing and promotion                                                |                         |        
|                                                                                   | Merger, integration, business reorganization and other special charges |                         |        
|                                                                                   | Amortization of intangibles                                            |                         |        
|                                                                                   |                                                                       
|                                                                                   | Total operating expenses                                               |                         |        
|                                                                                   |                                                                       
|Operating income (loss)                                                            |                                                                        |                         | 114,326
|                                                                                   |                                                                       
|Other income (expense):                                                            |                                                                        |                         |        
|                                                                                   | Interest income (expense), net                                         |                         |        
|                                                                                   | Other, net                                                             |                         |        
|                                                                                   |                                                                       
|Other income (expense), net                                                        |                                                                        |                         | (1,303 
|                                                                                   |                                                                       
|Income (loss) from continuing operations before income taxes and accounting change |                                                                        |                         | 113,023
|Income taxes                                                                       |                                                                        |                         | 38,716 
|                                                                                   |                                                                       
|Income (loss) from continuing operations before accounting change                  |                                                                        |                         | 74,307 
|Loss from discontinued operations, net of tax                                      |                                                                        |                         | (1,203 
|                                                                                   |                                                                       
|Income (loss) before accounting change                                             |                                                                        |                         | 73,104 
|Cumulative effect of accounting change, net of $20,000 tax benefit                 |                                                                        |                         |       
|                                                                                   |                                                                       
|Net income (loss)                                                                  |                                                                        | $                       | 73,104 
|                                                                                   |                                                                       
|Basic earnings (loss) per share:                                                   |                                                                        |                         |        
|                                                                                   | Income (loss) from continuing operations before accounting change      |                         | $      
|                                                                                   | Loss from discontinued operations, net of tax                          |                         |        
|                                                                                   | Cumulative effect of accounting change, net of tax benefit             |                         |        
|                                                                                   |                                                                       
|Net income (loss)                                                                  |                                                                        | $                       | 0.62   
|                                                                                   |                                                                       
|Diluted earnings (loss) per share:                                                 |                                                                        |                         |        
|                                                                                   | Income (loss) from continuing operations before accounting change      |                         | $      
|                                                                                   | Loss from discontinued operations, net of tax                          |                         |        
|                                                                                   | Cumulative effect of accounting change, net of tax benefit             |                         |        
|                                                                                   |                                                                       
|Net income (loss)                                                                  |                                                                        | $                       | 0.61   
|                                                                                   |                                                                       
|Weighted average shares outstanding:                                               |                                                                        |                         |        
|                                                                                   | Basic                                                                  |                         |        
|                                                                                   | Diluted                                                                |                         |        

See accompanying notes.

40

---





MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY  (in thousands)

|                                                                                                      |  | Shares of
Common
Stock |  | Shares of
Class B
Common
Stock |  | Common
Stock
and
Additional
Paid-In
Capital |           | Retained
Earnings
(Deficit) |   | Accumulated
Other
Comprehensive
Income (Loss) |   | Unamortized
Stock based
compensation |         | Total
Stockholders'
Equity |  
|----------------------------------------------------------------------------------------------------- |  | ---------------------- |  | ------------------------------ |  | ------------------------------------------- | --------- | --------------------------- | - | --------------------------------------------- | - | ------------------------------------ | ------- | -------------------------- | -
|
|Balance, December 31, 2001                                                                            |  | 106,181                |  | 4,762                          |  | $                                           | 1,263,451 |                             | $ | 56,916                                        |   | $                                    | (91,105 | )                          | $
|                                                                                                      | 
|Net loss                                                                                              |  |                       |  |                               |  |                                             |          |                             |   | (534,896                                      | ) |                                      |        |                            |  
|Net unrealized loss on forward foreign exchange contracts                                             |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | (680    | )                          |  
|Change in cumulative foreign currency translation adjustment                                          |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 106,187 |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Comprehensive loss                                                                                    |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Issuance of common stock for stock option exercises, 401(k) match, stock bonus arrangements and other |  | 838                    |  |                               |  |                                             | 16,068    |                             |   |                                              |   |                                      |        |                            |  
|Tax benefit of stock options exercised                                                                |  |                       |  |                               |  |                                             | 1,605     |                             |   |                                              |   |                                      |        |                            |  
|Issuance of common stock in connection with business combinations                                     |  | 456                    |  |                               |  |                                             | 5,735     |                             |   |                                              |   |                                      |        |                            |  
|Repurchase of common stock                                                                            |  |                       |  |                               |  |                                             | (9,842    | )                           |   |                                              |   |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2002                                                                            |  | 107,475                |  | 4,762                          |  | $                                           | 1,277,017 |                             | $ | (477,980                                      | ) | $                                    | 14,402  |                            | $
|                                                                                                      | 
|Net loss                                                                                              |  |                       |  |                               |  |                                             |          |                             |   | (81,864                                       | ) |                                      |        |                            |  
|Net unrealized gain on forward foreign exchange contracts                                             |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 311     |                            |  
|Change in cumulative foreign currency translation adjustment                                          |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 44,215  |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Comprehensive loss                                                                                    |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Issuance of common stock for stock option exercises, 401(k) match, stock bonus arrangements and other |  | 1,741                  |  |                               |  |                                             | 22,964    |                             |   |                                              |   |                                      |        |                            |  
|Tax benefit of stock options exercised                                                                |  |                       |  |                               |  |                                             | 1,669     |                             |   |                                              |   |                                      |        |                            |  
|Distribution of net assets of Hudson Highland Group, Inc.                                             |  |                       |  |                               |  |                                             | (341,394  | )                           |   |                                              |   |                                      |        |                            |  
|Contribution from former joint venture partners                                                       |  |                       |  |                               |  |                                             | 8,852     |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2003                                                                            |  | 109,216                |  | 4,762                          |  | $                                           | 969,108   |                             | $ | (559,844                                      | ) | $                                    | 58,928  |                            | $
|                                                                                                      | 
|Net income                                                                                            |  |                       |  |                               |  |                                             |          |                             |   | 73,104                                        |   |                                      |        |                            |  
|Net unrealized loss on forward foreign exchange contracts                                             |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | (35     | )                          |  
|Change in cumulative foreign currency translation adjustment                                          |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 39,134  |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Comprehensive income                                                                                  |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Public offering of common stock                                                                       |  | 2,500                  |  |                                |  |                                             | 55,673    |                             |   |                                              |   |                                      |        |                            |  
|Issuance of common stock in connection with business combinations                                     |  | 2,147                  |  |                               |  |                                             | 56,940    |                             |   |                                              |   |                                      |        |                            |  
|Issuance of common stock for stock option exercises, 401(k) match and other                           |  | 2,627                  |  |                                |  |                                             | 50,091    |                             |   |                                              |   |                                      |        |                            |  
|Tax benefit of stock options exercised                                                                |  |                       |  |                               |  |                                             | 7,325     |                             |   |                                              |   |                                      |        |                            |  
|Stock based compensation                                                                              |  | 207                    |  |                               |  |                                             | 7,693     |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2004                                                                            |  | 116,697                |  | 4,762                          |  | $                                           | 1,146,830 |                             | $ | (486,740                                      | ) | $                                    | 98,027  |                            | $
|                                                                                                      | 

See accompanying notes.

41

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MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)

|                                                                                                    |                                                                                               | Years Ended December 31,              
|--------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------
|
|
|Cash flows provided by (used in) operating activities:                                              |                                                                                               |                                       
|                                                                                                    | Net income (loss)                                                                             |                                       
|                                                                                                   
|Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: |                                                                                               |                                       
|                                                                                                    | Loss from discontinued operations, net of tax                                                 |                                       
|                                                                                                    | Cumulative effect of accounting change, net of tax benefit                                    |                                       
|                                                                                                    | Depreciation and amortization                                                                 |                                       
|                                                                                                    | Provision for doubtful accounts                                                               |                                       
|                                                                                                    | Tax benefit from stock options exercises                                                      |                                       
|                                                                                                    | Net loss on disposal and write-off of fixed assets                                            |                                       
|                                                                                                    | Net loss on write-off of other assets                                                         |                                       
|                                                                                                    | Non-cash compensation                                                                         |                                       
|                                                                                                    | Common stock issued for matching contribution to 401(k) plan, employee stay bonuses and other |                                       
|                                                                                                    | Provision (benefit) for deferred income taxes                                                 |                                       
|                                                                                                    | Minority interests and other                                                                  |                                       
|Changes in assets and liabilities, net of purchases transactions:                                   |                                                                                               |                                       
|                                                                                                    | Accounts receivable                                                                           |                                       
|                                                                                                    | Work-in-process, prepaid and other                                                            |                                       
|                                                                                                    | Deferred revenue                                                                              |                                       
|                                                                                                    | Accrued business reorganization and other costs                                               |                                       
|                                                                                                    | Accounts payable, accrued liabilities and outstanding checks in excess of bank balances       |                                       
|                                                                                                    | Net cash used for operating activities of discontinued operations                             |                                       
|                                                                                                   
|                                                                                                    | Total adjustments                                                                             |                                       
|                                                                                                   
|                                                                                                    | Net cash provided by (used for) operating activities                                          |                                       
|                                                                                                   
|Cash flows used for investing activities:                                                           |                                                                                               |                                       
|                                                                                                    | Capital expenditures                                                                          |                                       
|                                                                                                    | Payments for acquisitions and intangible assets, net of cash acquired                         |                                       
|                                                                                                    | Proceeds from sale of business, net of $388 professional fees                                 |                                       
|                                                                                                    | Cash funded for sale of subsidiaries                                                          |                                       
|                                                                                                    | Net cash used for investing activities of discontinued operations                             |                                       
|                                                                                                   
|                                                                                                    | Net cash used for investing activities                                                        |                                       
|                                                                                                   
|Cash flows provided by (used for) financing activities:                                             |                                                                                               |                                       
|                                                                                                    | Payments on capitalized leases                                                                |                                       
|                                                                                                    | Net repayments on revolving credit facility                                                   |                                       
|                                                                                                    | Proceeds from the issuance of common stock                                                    |                                       
|                                                                                                    | Cash received from the exercise of employee stock options                                     |                                       
|                                                                                                    | Cash funded to Hudson Highland Group, Inc.                                                    |                                       
|                                                                                                    | Repurchase of common stock                                                                    |                                       
|                                                                                                    | Net cash used for financing activities of discontinued operations                             |                                       
|                                                                                                   
|                                                                                                    | Net cash provided by (used) for financing activities                                          |                                       
|                                                                                                   
|Effect of exchange rate changes on cash and cash equivalents                                        |                                                                                               |                                       
|Net increase (decrease) in cash and cash equivalents                                                |                                                                                               |                                       
|Cash and cash equivalents, beginning of period-continuing operations                                |                                                                                               |                                       
|Cash and cash equivalents, beginning of period-discontinued operations                              |                                                                                               |                                       
|                                                                                                   
|                                                                                                    |                                                                                               | Cash and cash equivalents, end of year
|                                                                                                   

See accompanying notes.

42

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

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The Company's continuing operations consist of three business segments: Monster, Advertising & Communications and Directional Marketing. Revenue is primarily earned from
job postings placed on the Company's career website, Monster, resume and other database access, selling and placing recruitment advertising, resume screening services and selling and placing Yellow
Pages advertising. These services are provided to customers in a variety of industries throughout North America, Europe and the Asia-Pacific Region.

The
consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been
eliminated in consolidation.

The
preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. These estimates include, among others, allowances for doubtful accounts, net realizable values on long-lived assets and deferred tax assets, certain accrued expense accounts and
revenue recognition. Actual results could differ from those estimates.

Certain
reclassifications of prior year amounts have been made for consistent presentation.

Business Combinations and Dispositions

The Company accounts for business combinations using the purchase method of accounting, which requires that assets acquired and liabilities assumed be recorded at their fair
values on the date of a business acquisition. The consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition and are not
restated. The costs to acquire a business, including transaction costs, are allocated to the fair value of net assets acquired upon acquisition. Any excess of the purchase price over the estimated
fair values of the net assets acquired is recorded as goodwill.

For
the period January 1, 2003 through December 31, 2004, the Company completed six business combinations accounted for using the purchase method of accounting. There were no significant
business acquisitions in the year ended December 31, 2002. Note 2 to the financial statements contains a full discussion of the Company's business combinations occurring in the 2003 and
2004 periods. Although none of the following acquisitions were considered to be significant subsidiaries, either individually or in the aggregate, they do affect the comparability of results from
period to period. The acquisitions and the acquisition dates are as follows:

|Acquired Business                          |  | Acquisition Date |  | Business Segment/Region                    
|------------------------------------------ |  | ---------------- |  | -------------------------------------------
|
|Howard & Edwards                           |  | January 10, 2003 |  | Advertising & Communications, North America
|QuickHire                                  |  | July 31, 2003    |  | Monster, North America                     
|Military Advantage, Inc.                   |  | March 1, 2004    |  | Monster, North America                     
|jobpilot GmbH                              |  | April 22, 2004   |  | Monster, Europe                            
|Tickle Inc.                                |  | May 21, 2004     |  | Monster, North America                     
|WebNeuron Services Limited (JobsAhead.com) |  | June 18, 2004    |  | Monster, Asia/Pacific                      
|                                          

43

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The Company accounts for business dispositions in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS 144 requires the results of operations of business dispositions
to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. The results of the Company's continuing operations have been restated to reflect such
dispositions in each period presented. See Note 3 to the financial statements for further discussion of the Company's disposition transactions.

Revenue Recognition and Work-In-Process

Monster.The Company's Monster division primarily earns revenue from the placement of job postings on the websites within the Monster
network, access to the Monster network's online resume database and other ancillary services. The Company recognizes revenue at the time that job postings are displayed on the Monster network
websites. Revenue earned from subscriptions to the Monster network's resume database is recognized over the length of the underlying subscriptions, typically ranging from two weeks to twelve months.
Revenue associated with multiple element contracts is allocated based on the relative fair value of the services included in the contract. Unearned revenues are reported on the balance sheet as
deferred revenue.

Advertising & Communications.The Company's Advertising & Communications division derives revenue for job advertisements
placed in newspapers, Internet career job boards such as Monster and other media, plus associated fees for related services. Revenue is recorded net of media placement costs, which are passed on to
the customer. Revenue is generally recognized upon placement date for newspapers and other media. Online media revenue is recognized when services are purchased.

Directional Marketing.The Company's Directional Marketing division derives revenue from the placement of advertisements in telephone
directories (Yellow Pages advertising). Revenue for Yellow Pages advertisements are recognized on the publications' closing dates and are recorded net of publisher advertising costs, which is passed
on to the customer. Direct operating costs incurred that relate to future revenue for Yellow Pages advertisements, are deferred (recorded as
work-in-process in the accompanying consolidated balance sheets) and subsequently charged to expense when the directories are closed for publication and the related commission
is recognized as income. In addition, the Company earns revenue from mortgage companies, real estate firms and other companies that place advertisements on its online relocation portal, Monstermoving.
Revenue derived from such advertisements is recognized over the stated terms of fixed contracts, or upon referral to advertisers on our website for performance based contracts.

Marketing and Promotion

Advertising production costs are recorded as an expense the first time an advertisement appears. All other advertising costs are expensed as incurred.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the
immediate or short-term maturity of these financial instruments. The carrying amount reported for long-term debt approximates fair value because, in general, the interest on
the underlying instruments fluctuates with market rates. In instances where long-term debt carries fixed interest rates, the obligation is recorded at the present value of the future
payments.

44

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Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Cash and cash
equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon
demand. The Company also invests in short term commercial paper rated P1 by Moody's or A1 by Standard & Poors or better.

The
Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables from individual customers
or groups of customers in any particular industry or geographic area.

Cash and Cash Equivalents

Cash and cash equivalents, which primarily consist of commercial paper and time deposits, are stated at cost, which approximates fair value. For financial statement
presentation purposes, the Company considers all highly liquid investments having original maturities of three months or less to be cash equivalents. Outstanding checks in excess of account balances
typically represent publisher payments, payroll and other contractual obligations disbursed on or near the last day of a reporting period and are reported as a current liability in the accompanying
consolidated balance sheets.

Accounts Receivable

The Company's accounts receivable primarily consist of trade receivables and earned commissions receivable. Earned commissions receivable represent Yellow Pages commissions
that have not been billed to customers. As of December 31, 2004 and 2003, earned commissions receivable were $7,914 and $7,357, respectively. Management reviews accounts receivable on a monthly
basis to determine if any receivables will potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible, in its allowance for doubtful
accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for
doubtful accounts as of December 31, 2004 is adequate. However, actual write-offs could exceed the recorded allowance. Activity in the allowance for doubtful accounts is as follows:

|Year ended December 31, |  | Beginning
Balance |        | Charged to Costs
and Expenses |   | Write-offs and
Other |  | Ending
Balance
|----------------------- |  | ----------------- | ------ | ----------------------------- | - | -------------------- |  | --------------
|
|2004                    |  | $                 | 18,107 |                               | $ | 8,254                |  | $             
|2003                    |  | $                 | 24,850 |                               | $ | 12,812               |  | $             
|2002                    |  | $                 | 29,896 |                               | $ | 6,473                |  | $             

Property and Equipment

Computer and communications equipment, furniture and fixtures and capitalized software costs are stated at cost and are depreciated using the straight line method over the
estimated useful lives of the assets, generally 3 to 10 years. Leasehold improvements are stated at cost and amortized, using the straight line method, over their estimated useful lives, or the
lease term, whichever is shorter.

45

---



Capitalized Software Costs

Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance
with, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position No. 98-1,Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use("SOP 98-1"). Costs incurred during the application-development stage for software bought and further customized by outside
vendors for the Company's use and software developed by a vendor for the Company's proprietary use have been capitalized. Costs incurred related to the Company's own personnel who are directly
associated with software development are capitalized as appropriate.

Goodwill, Intangible Assets and Accounting Change

Goodwill represents acquisition costs in excess of the fair value of net tangible and intangible assets of businesses purchased. Other intangible assets primarily consist of
the value of customer relationships, non-compete agreements, trademarks and internet domains. Amortizable intangible assets are primarily being amortized on a straight-line
basis, which approximates economic use, over periods ranging from two to thirty years. In accordance with SFAS 142,Goodwill and Other Intangible
Assets, the Company evaluates goodwill and indefinite lived intangibles annually for impairment, or earlier if indicators of potential impairment exist. The determination of
whether or not goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company's reporting units. Changes in
the Company's strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

In
connection with the Company's implementation of SFAS 142, a non-cash charge of $428,374, net of tax ($149,374 relating to continuing operations, net of tax), was recorded at
January 1, 2002 and is reflected in the Company's consolidated statement of operations as a cumulative effect of accounting change for the year ended December 31, 2002. The Company has
adopted a policy to review each reporting unit for impairment using a discounted cash flow approach that uses forward-looking assumptions regarding market share, revenues and costs for each reporting
unit as well as appropriate discount rates. The write-down of goodwill shown as a cumulative effect of an accounting change in our consolidated statement of operations for the year ended
December 31, 2002 was determined using the forward-looking assumptions that were available to us on January 1, 2002. In 2003 and 2004, the Company again reviewed each reporting unit for
impairment and no further impairment was identified. The estimates used were consistent with the plans and estimates that the Company was using to manage the underlying business.

Long-Lived Assets

Long-lived assets, other than goodwill are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets
may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and its eventual disposition is less
than its carrying amount. Identified intangible assets are primarily evaluated on an annual basis, generally in conjunction with the Company's evaluation of goodwill balances. Impairment, if any, is
assessed using discounted cash flows. The determination of whether or not long-lived assets have become impaired involves a significant level of judgment in the assumptions underlying the
approach used to determine the estimated future cash flows expected to result from the use of those assets. Changes in our strategy, assumptions and/or market conditions could significantly impact
these judgments and require adjustments to recorded amounts of long-lived assets. During the year ended December 31, 2003, we recorded a $25,783 impairment charge as a component of
business reorganization,

46

---



spin-off
and other special charges, relating to certain software and other equipment that will no longer be utilized as designed, as a direct result of the spin-off
transaction.

Foreign Currency Translation

The financial position and results of operations of the Company's foreign subsidiaries are determined using local currency as the functional currency. Assets and liabilities of
these subsidiaries are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from period to period are included in other comprehensive
income (loss), a component of stockholders' equity. Gains and losses resulting from other foreign currency transactions are included in other income (expense).

Comprehensive
income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's items of other comprehensive income
(loss) are foreign currency translation adjustments, which relate to investments that are permanent in nature, and unrealized gains and losses on forward foreign exchange contracts used to manage
foreign currency risk, net of applicable income taxes. To the extent that such amounts relate to investments that are permanent in nature, no adjustments for income taxes are made.

Income Taxes

Income taxes are computed on the pretax income (loss) based on the current tax law. Deferred income taxes are recognized for the expected tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date and are based on enacted tax laws and statutory tax rates. Valuation
allowances are recorded against deferred tax assets to the extent their ultimate realization is uncertain.

Stock-Based Compensation

The Company's financial statements are presented in accordance with the Accounting Principles Board's ("APB") Opinion No. 25,Accounting for
Stock Issued to Employees. Under APB 25, generally, no compensation expense is recognized in connection with the awarding of stock option grants to employees provided that, as
of the grant date, all terms associated with the award are fixed and the quoted market price of the stock is equal to or less than the amount an employee must pay to acquire the stock as defined. As
the Company only issues fixed term stock option grants at or above the quoted market price on the date of the grant, there has been no compensation expense associated with stock options recognized in
the accompanying financial statements. The Company adopted the disclosure only provisions of SFAS 123,Accounting for Stock-Based Compensation,
which requires certain financial statement disclosures, including pro forma operating results had the Company prepared its consolidated financial statements in accordance with the fair value based
method of accounting for stock-based compensation.

The
Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no restrictions and are fully transferable and negotiable in a free trading
market. Black-Scholes does not consider the employment, transfer or vesting restrictions that are inherent in the Company's employee options. Use of an option valuation model, as required by
SFAS 123, includes highly subjective assumptions based on long-term predictions, including the expected stock price volatility and average life of each option grant. Because the
Company's employee options have characteristics significantly different from those of freely traded options, and because changes in the subjective input

47

---



assumptions
can materially affect the Company's estimate of the fair value of those options, in the Company's opinion, the existing valuation models, including Black-Scholes, are not reliable single
measures and may misstate the fair value of the Company's employee options.

As
required under SFAS 123 and SFAS 148,Accounting for Stock-Based Compensation Transition and Disclosure, the pro forma effects of
stock-based compensation on net income (loss) and net income (loss) per share have been estimated at the date of grant using the Black-Scholes option-pricing model based on the following weighted
average assumptions:

|                        |  | Years Ended December 31, |  
|----------------------- |  | ------------------------ | -
|
|
|Risk-free interest rate |  | 3.6                      | %
|Volatility              |  | 45.4                     | %
|Expected life (years)   |  | 4.4                      |  

For
purposes of pro forma disclosures, the estimated fair value of the options is assumed to be amortized and expensed over the options' vesting periods. Certain stock options issued to employees of
Hudson Highland Group, Inc. ("HH Group"), the Company's former eResourcing and Executive Search segments that were spun-off in March 2003 (see Note 3), were forfeited
in accordance with plan provisions. Accordingly, the Company has adjusted pro forma stock based compensation expense in the year ended December 31, 2003 to reflect such forfeitures. The pro
forma effects of recognizing compensation expense under the fair value method on the Company's operating results and per share data are as follows:

|                                                                                                  |                               | Year Ended December 31, |        
|------------------------------------------------------------------------------------------------- | ----------------------------- | ----------------------- | -------
|
|
|Net income (loss) as reported                                                                     |                               | $                       | 73,104 
|Add: Stock based employee compensation expense included in reported net income (loss), net of tax |                               |                         | 1,770  
|Deduct: Compensation expense determined under fair value based method for all awards, net of tax  |                               |                         | (32,100
|                                                                                                  |                              
|Pro forma net income (loss)                                                                       |                               | $                       | 42,774 
|                                                                                                  |                              
|Basic earnings (loss) per share:                                                                  |                               |                         |        
|                                                                                                  | Net income (loss)-as reported |                         | $      
|                                                                                                  | Net income (loss)-pro forma   |                         | $      
|Diluted earnings (loss) per share:                                                                |                               |                         |        
|                                                                                                  | Net income (loss)-as reported |                         | $      
|                                                                                                  | Net income (loss)-pro forma   |                         | $      

Earnings Per Share

Basic earnings per share does not include the effects of potentially dilutive stock options and is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per share reflects, in periods in which they have a dilutive effect, common shares issuable upon exercise of stock options
for periods in which the options' exercise price is lower than the Company's average share price for the period.

48

---



A
reconciliation of shares used in calculating basic and diluted earnings per common and Class B common share follows:

|                                                                                            |  | December 31,
|------------------------------------------------------------------------------------------- |  | ------------
|
|
|Basic weighted average shares outstanding                                                   |  | 117,738     
|Common stock equivalentsstock options and stock issuable under employee compensation plans |  | 2,337*      
|                                                                                           
|Diluted weighted average shares outstanding                                                 |  | 120,075     
|                                                                                           

Recently Issued Accounting Standards

On October 13, 2004, the Financial Accounting Standards Board issued Statement 123R,Share-Based Payment,which requires
all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value. The statement is effective for all public companies for interim or annual
periods after June 15, 2005. The statement eliminates the ability to account for share-based compensation transactions using APB No. 25, and generally requires that such transactions be
accounted for using a fair-value-based method and recognized as expenses in our
consolidated statements of operations. The standard also requires that the modified prospective transition method be used, which would necessitate the Company to recognize compensation cost for the
fair value of new awards granted, modified or settled after the effective date of the SFAS 123R. In addition, the measurement of compensation cost for awards that are not fully vested as of the
effective date of the SFAS 123R would be based on the same estimate that the Company used to previously value its grants under SFAS 123.

As
a result of SFAS 123R, the Company will be required to expense the fair value of our stock option grants rather than disclose the impact on its consolidated statement of operations within
the Company's footnotes, as is current practice. The Company is currently assessing the potential impact of the new standard on its consolidated financial statements and is evaluating alternative
equity compensation arrangements.

49

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

2.    BUSINESS COMBINATIONS

Acquisitions Accounted for Using the Purchase Method

The following table summarizes the Company's business combinations completed in 2004:

|                               |  | Consideration* |        | Goodwill Recorded on
Acquisition Date |   | Identified
Intangibles |  | Form of Consideration
|------------------------------ |  | -------------- | ------ | ------------------------------------- | - | ---------------------- |  | ---------------------
|                              
|Military Advantage, Inc.       |  | $              | 38,077 |                                       | $ | 27,213                 |  | $                    
|Jobpilot GmbH                  |  |                | 89,102 |                                       |   | 80,898                 |  |                      
|Tickle Inc.                    |  |                | 86,040 |                                       |   | 68,915                 |  |                      
|Webneuron Services (JobsAhead) |  |                | 8,354  |                                       |   | 1,900                  |  |                      
|                              

In March 2004, the Company's Monster division purchased Military Advantage, Inc. as a complementary business to Monster's government product offerings. Military
Advantage, Inc. offers its members access to information about benefits and career opportunities. Consideration for the acquisition included $23,418 of net cash paid and $7,500 guaranteed cash
payments in each of 2005 and 2006, recorded at their present values in the accompanying consolidated balance sheet. None of the goodwill recorded in connection with the acquisition is deductible for
tax purposes.

In
April 2004, the Company's Monster division purchased jobpilot GmbH ("jobpilot"), a leading European online career portal, from Adecco S.A. The acquisition of jobpilot was made to establish
Monster's leadership position in key European markets, particularly Germany. Consideration for the acquisition included $60,552 net cash paid and 1,000,000 shares of common stock. The Company has
incurred charges to integrate and restructure jobpilot's operations and therefore has recorded additional costs to goodwill since the acquisition date, as described in "Accrued Integration and
Restructuring Costs" below. Goodwill recorded in connection with the jobpilot acquisition is fully deductible for tax purposes. The amount of intangible assets identified in connection with the
acquisition is subject to finalization in the first quarter of 2005.

In
May 2004, the Company's Monster division purchased Tickle Inc. ("Tickle"), a market leader in online career assessment testing. The addition of Tickle's popular interpersonal content
and subscriber services in the areas of self-discovery, career assessment and social networking is expected to expand Monster's subscriber base, enhance its career-related content and
further fuel its viral marketing growth. Initial consideration for this acquisition included $24,454 of net cash paid,
1,000,000 shares of the Company's common stock and minimum cash payments of $13,332 per year, over a three-year period following the acquisition date. Future minimum cash payments have
been recorded as long-term debt, at their present values, in the accompanying consolidated balance sheet. Additional purchase price commitments are possible subject to Tickle achieving
certain agreed-upon financial goals for each of the years ended December 31, 2004, 2005 and 2006. Such financial goals were exceeded in 2004 and therefore an additional $798 has
been recorded in current portion of long-term debt and goodwill as of December 31, 2004. None of the goodwill recorded in connection with the acquisition is deductible for tax
purposes.

During
the year ended December 31, 2004, the Company's Monster division acquired WebNeuron Services Limited ("JobsAhead"), a leading job search website in India. The acquisition of JobsAhead
was made to expand Monster's market share and geographic reach in the Asia-Pacific region. Consideration for the

50

---



acquisition
included $4,483 of net cash paid and 147,156 shares of the Company's common stock. None of the goodwill recorded in connection with the acquisition is deductible for tax purposes.

In
July 2003, the Company's Monster division acquired QuickHire, a leading commercial provider of web technology to the U.S. Federal Government. The acquisition of QuickHire was made to enhance
Monster Government Solutions and to provide its users with the most comprehensive government staffing solutions. Under the terms of the purchase agreement, the Company agreed to pay a fixed purchase
price, in cash, of $4,750. In addition, the Company agreed to pay cash of up to $4,750, $9,500 and $14,250 as contingent consideration, subject to QuickHire achieving certain agreed-upon
financial goals for the years ended December 31, 2003, 2004 and 2005, respectively. As of December 31, 2004, the Company has paid $1,667 in connection with such contingent consideration
and accrued $5,692 of contingent consideration payable, based on QuickHire's 2004 financial results. Contingent consideration payable as of December 31, 2004 in connection with the Company's
QuickHire acquisition has been classified as current portion of long-term debt in the accompanying consolidated balance sheet. As of December 31, 2004, the Company has recorded
$6,463 of goodwill and identified $8,070 of intangible assets in connection with this acquisition. None of the goodwill recorded in connection with the acquisition is deductible for tax purposes.

Unaudited Pro Forma Results

The following unaudited pro forma financial information presents the combined results of operations of the Company and its purchase acquisitions as if they had occurred as of
the beginning of the periods presented. The unaudited pro forma financial information is not necessarily indicative of what the Company's results of operations would have been had the acquisitions
been completed at the beginning of each period. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company.

Year Ended December 31,2004

2003Revenue

$
875,438

$
708,976Income from continuing operations


74,973


4,882Net income (loss)


73,770


(83,660
)Basic earnings (loss) per share:Income from continuing operations

$
0.63

$
0.04Net income (loss)

$
0.62

$
(0.73
)Diluted earnings (loss) per share:Income from continuing operations

$
0.62

$
0.04Net income (loss)

$
0.61

$
(0.72
)


The
unaudited pro forma financial information above reflects the following:



51

---





Accrued Integration and Restructuring Costs

The Company has formulated integration and restructuring plans to eliminate redundant facilities, personnel and duplicate assets in connection with its business combinations.
These costs were recognized as liabilities assumed in connection with the Company's business combinations. Accordingly, these costs are considered part of the purchase price of the business
combinations and have been recorded as increases to goodwill. Amounts charged to goodwill in the year ended December 31, 2004 primarily relate to the Company's acquisition of jobpilot.

The
components of the accrued integration and restructuring costs, reported as a component of accrued expenses and other current liabilities, are as follows:

|Year Ended December 31, 2004                                |  | Liability at Dec. 31, 2003 |       | Charged to
Goodwill |   | Adjustments(c) |  | Utilization |     | Liability at
Dec. 31, 2004
|----------------------------------------------------------- |  | -------------------------- | ----- | ------------------- | - | -------------- |  | ----------- | --- | --------------------------
|                                                           
|Assumed lease obligations and office consolidation costs(a) |  | $                          | 6,529 |                     | $ | 4,291          |  | $           | 442 |                           
|Employee terminations and other(b)                          |  |                            | 159   |                     |   | 3,062          |  |             |    |                           
|                                                           
|Total                                                       |  | $                          | 6,688 |                     | $ | 7,353          |  | $           | 442 |                           
|                                                           

|Year Ended December 31, 2003                                |  | Liability at Dec. 31,
2002 |        | Charged to
Goodwill |   | Utilization |  | Liability at
Dec. 31, 2003
|----------------------------------------------------------- |  | -------------------------- | ------ | ------------------- | - | ----------- |  | --------------------------
|                                                           
|Assumed lease obligations and office consolidation costs(a) |  | $                          | 12,338 |                     | $ | 306         |  | $                         
|Employee terminations and other(b)                          |  |                            | 17     |                     |   | 159         |  |                           
|                                                           
|Total                                                       |  | $                          | 12,355 |                     | $ | 465         |  | $                         
|                                                           



52

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Changes in the Company's approved restructuring plans or costs related to new restructuring initiatives may be recorded in goodwill for up to one year following
acquisition date and must be recorded in the Company's operating results thereafter. Reductions to integration and restructuring reserves established in connection with purchase business combinations
are recorded as a reduction to goodwill.

3.    DISCONTINUED OPERATIONS

During
the three years ended December 31, 2004, the Company disposed of the following businesses:



The
following amounts related to US Motivation as of December 31, 2003 have been segregated from the Company's continuing operations and are reported as assets and liabilities of discontinued
operations in the consolidated balance sheet. The Company did not distribute a significant amount of assets and

53

---



liabilities
in connection with its sale of the Advertising & Communications businesses in Continental Europe.

|                                               |  | December 31, 2003
|---------------------------------------------- |  | -----------------
|Assets of discontinued operations:             |  |                  
|Cash and accounts receivable, net              |  | $                
|Intangibles, net                               |  |                  
|Other                                          |  |                  
|                                              
|Total assets of discontinued operations        |  | $                
|                                              
|Liabilities of discontinued operations:        |  |                  
|Accrued expenses and other current liabilities |  | $                
|Deferred revenue                               |  |                  
|                                              
|Total liabilities of discontinued operations   |  | $                
|                                              

The
following amounts related to the Company's Advertising & Communications businesses in Continental Europe, US Motivation, HH Group and Joint Venture have been segregated from continuing
operations and reflected as discontinued operations:

|                                                 |  | Year ended December 31, |       
|------------------------------------------------ |  | ----------------------- | ------
|
|
|
|Revenue                                          |  | $                       | 18,278
|                                                 | 
|Loss before income taxes                         |  | $                       | (3,041
|Income tax expense (benefit)                     |  |                         | (656  
|                                                 | 
|Loss from discontinued operations, net of tax    |  |                         | (2,385
|                                                 | 
|Pre-tax gain on sales of discontinued businesses |  |                         | 361   
|Income tax benefit                               |  |                         | (821  
|                                                 | 
|Gain on sales of businesses, net of tax          |  |                         | 1,182 
|                                                 | 
|Discontinued operations, net of tax              |  | $                       | (1,203
|                                                 | 

The
provision for income taxes reported in discontinued operations differs from the amount computed using the Federal statutory income tax rate primarily as a result of change in valuation allowance,
non-deductible expenses in all periods presented, including non-deductible business reorganization and other special charges in 2002. The 2003 period also includes a charge to
income tax expense of $43,034 for the impairment of deferred tax assets in connection with the spin-off of HH Group.

54

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4.    PROPERTY AND EQUIPMENT, NET

|                                      |  | December 31,
|------------------------------------- |  | ------------
|
|
|
|Capitalized software costs            |  | $           
|Furniture and equipment               |  |             
|Leasehold improvements                |  |             
|Computer and communications equipment |  |             
|                                     
|                                      |  |             
|Less: Accumulated depreciation        |  |             
|                                     
|Property and equipment, net           |  | $           
|                                     

Property
and equipment includes equipment financed with capital leases at December 31, 2004 and 2003 with a cost of $21,158 and $18,762, respectively, and accumulated depreciation of $16,543
and $16,020, respectively. Depreciation expense was $29,841, $25,354 and $30,434 for the years ended December 31, 2004, 2003 and 2002, respectively.

5.    GOODWILL AND INTANGIBLE ASSETS

During
the year ended December 31, 2004, the Company acquired four businesses accounted for under the purchase method of accounting (See Note 2 "Business Combinations"). Upon acquisition
of these businesses, the Company recorded $178,926 of goodwill and recognized $46,113 of identifiable intangible assets. In addition, $7,353 of acquisition related integration and restructuring costs
were charged to goodwill in the 2004 period. The remaining increase in goodwill and intangible assets in the 2004 period represents the effects of translating asset balances in the Company's foreign
operations at December 31, 2004 currency exchange rates, which were significantly higher compared to the U.S. dollar, than as of December 31, 2003. Currencies that most affected the
Company's financial position were the British Pound, Euro, and Swedish Krona.

Goodwill
by operating segment is as follows:

|                             |  | December 31,
|---------------------------- |  | ------------
|
|
|
|Monster                      |  | $           
|Advertising & Communications |  |             
|Directional Marketing        |  |             
|                            
|Goodwill                     |  | $           
|                            

55

---



The
Company's intangible assets consist of the following:

|                            |  | December 31, 2004 |        | December 31, 2003 |   |        
|--------------------------- |  | ----------------- | ------ | ----------------- | - | -------
|
|
|
|Intangible Assets:          |  |                   |        |                   |   |        
|Trademarks/Internet Domains |  | $                 | 14,224 |                   | $ |       
|Customer relationships      |  |                   | 53,646 |                   |   | (14,048
|Non-compete agreements      |  |                   | 3,910  |                   |   | (954   
|Other                       |  |                   | 4,597  |                   |   | (349   
|                            |  |                   |        |                  
|Total                       |  | $                 | 76,377 |                   | $ | (15,351
|                            |  |                   |        |                  

Amortization expense for each of the five succeeding years is estimated to be approximately $8,500 per year.

On
January 1, 2002, the Company recorded a cumulative effect of accounting change, net of tax benefit, of $428,374, related to goodwill impairment. The following table summarizes the cumulative
effect of accounting change recorded during the full year 2002 by business segment:

|                                                                                                      |  | January 1, 2002 |        
|----------------------------------------------------------------------------------------------------- |  | --------------- | -------
|Monster                                                                                               |  | $               |       
|Advertising & Communications                                                                          |  |                 | 126,000
|Directional Marketing                                                                                 |  |                 | 29,374 
|Tax benefit on impairment charge related to continuing operations                                     |  |                 | (6,000 
|                                                                                                      | 
|Cumulative effect of accounting change related to continuing operations, net of tax benefit           |  |                 | 149,374
|Cumulative effect of accounting change related to discontinued operations, net of $14,000 tax benefit |  |                 | 279,000
|                                                                                                      | 
|Cumulative effect of accounting change, net of tax benefit                                            |  | $               | 428,374
|                                                                                                      | 

6.    BUSINESS REORGANIZATION AND OTHER SPECIAL CHARGES

In
the second quarter of 2002, the Company announced a reorganization initiative to streamline its operations, lower its cost structure, integrate businesses previously acquired and improve its return
on capital. The reorganization program included workforce reduction, consolidation of excess facilities, restructuring of certain business functions and other special charges, primarily for exiting
activities that were no longer part of the Company's strategic plan. In the fourth quarter of 2002, the Company announced further reorganization efforts related to the spin-off of HH
Group. The additional charge consisted of further workforce reduction, office consolidation costs, related asset write-offs, professional fees and other special charges. Substantially all
of these charges were recorded in the fourth quarter of 2002 and first quarter of 2003.

56

---





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

The components of the reorganization, spin-off and other special charges are as follows:

ExpenseLiability at
Dec. 31, 20032002

2003

Adjustments

UtilizationWorkforce reduction

$
23,233

$
4,279

$
1,079

$
(27,562
)
$
1,029Consolidation of excess facilities


55,512


31,414


(340
)

(54,560
)

32,026Professional fees and other


22,489


9,898


(695
)

(30,789
)

903Total

$
101,234

$
45,591

$
44

$
(112,911
)
$
33,958Liability at
Dec. 31, 2003

Adjustments

Utilization

Liability at
Dec. 31, 2004Workforce reduction

$
1,029

$


$
(803
)
$
226Consolidation of excess facilities


32,026


(442
)

(10,407
)

21,177Professional fees and other


903





(711
)

192Total

$
33,958

$
(442
)
$
(11,921
)
$
21,595


Workforce
reduction costs represent severance, employee benefits and related costs for the termination of approximately 1,000 employees across all of our continuing lines of business.

Consolidation
of excess facilities includes property consolidation and abandonment costs (including related professional fees) and disposal of property and equipment related to such properties.
Property and equipment disposed of included leasehold improvements, computer equipment, software and furniture and fixtures.

Professional
fees and other primarily represent legal and accounting costs in connection with workforce reduction, professional fees in connection with the spin-off transaction in the 2003
period, bonuses of $1,826 to key employees and executives for successfully completing the spin-off of Hudson Highland Group, Inc. and a write-down of $9,742 in 2002 for
impaired businesses investments that were no longer considered part of the Company's strategic plan.

Due
to changes in previous estimates, the Company reversed excess real estate provisions during the year ended December 31, 2004. As a result, $442 has been recorded as a credit to office and
general expenses in 2004.

7.     SUPPLEMENTAL CASH FLOW INFORMATION

Year Ended December 31,2004

2003

2002Interest paid

$
854

$
3,788

$
5,389Income taxes paid (refunded)

$
(1,052
)
$
(22,375
)
$
25,465


Non-cash
investing and financing activities are as follows:

Year Ended December 31,2004

2003

2002Fair value of assets acquired

$
273,470

$
21,344

$
21,921Less:

Liabilities assumed


(37,336
)

(3,582
)

(371
)Liabilities created in connection with business combinations


(59,252
)

(1,690
)

Common stock issued in connection with business combinations


(56,940
)




(5,735
)Payments for acquisitions and intangible assets, net of cash acquired

$
119,942

$
16,072

$
15,815Capital lease obligations incurred

$
2,396

$
1,419

$



57

---



Upon
termination of its joint venture arrangement in Australia and New Zealand, the Company recorded $7,342 as additional paid-in capital, in the 2003 period, for cash
contributions that were originally repayable to the joint venture partner under the joint venture arrangement. Such liabilities were forgiven by the joint venture partner as part of termination
agreement. In connection with the Company's purchase of its remaining joint venture interests in India, Hong Kong and Singapore, $1,510 was recorded as additional paid in capital in the 2003 period,
for liabilities that were forgiven by its former joint venture partner.

8.     FINANCING AGREEMENT

In
April 2003, the Company entered into a financing arrangement to provide for a $100,000, three year, secured revolving credit facility with a group of lenders. The credit facility is secured
by substantially all of the Company's assets and is available for ongoing working capital requirements and other corporate
purposes. Under the credit facility, loans will bear interest, at the Company's option at either (1) the higher of (a) prime rate or (b) Federal Funds rate plus 1/2
of 1%, plus a margin determined by the ratio of our debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined in the revolving credit agreement or (2) the
London Interbank Offered Rate ("LIBOR") plus a margin determined by the ratio of our debt to EBITDA as defined in the revolving credit agreement. The agreement contains certain covenants which
restrict, among other things, the ability of the Company to borrow, pay dividends, acquire businesses, distribute assets, guarantee debts of others and lend funds to affiliated companies and contains
criteria on the maintenance of certain financial statement amounts and ratios, all as defined in the agreement.

At
December 31, 2004, the utilized portion of this credit facility was $4,625 for standby letters of credit and $95,375 was unused. Accounts receivable are sufficient to allow for the
draw-down of the entire amount. At December 31, 2004, the prime rate, federal funds rate, and one month LIBOR were 5.25%, 1.97% and 2.40%, respectively.

On
January 14, 2005, the Company amended and restated the terms of its secured revolving credit facility. The amended and restated credit facility provides for maximum borrowings to be
increased from $100,000 to $125,000 at the Company's request under certain conditions and extends the expiration date from April 7, 2006 to June 30, 2008. The amended and restated credit
facility is secured by substantially all of the Company's assets and is available for ongoing working capital requirements and other corporate purposes. Under the amended and restated credit facility,
loans will bear interest, at the Company's option at either (1) the higher of (a) prime rate or (b) Federal Funds rate plus 1/2 of 1%, plus a margin determined by
the ratio of our debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined in the amended and restated revolving credit agreement or (2) the London Interbank
Offered Rate ("LIBOR") plus a margin determined by the ratio of our debt to EBITDA as defined in the amended and restated revolving credit agreement. The amended and restated agreement contains
certain covenants which restrict, among other things, the ability of the Company to borrow, pay dividends, acquire businesses, distribute assets, guarantee debts of others and lend funds to affiliated
companies and contains criteria on the maintenance of certain financial statement amounts and ratios, all as defined in the agreement.

The
amount available for drawing under the amended and restated credit facility is not dependent upon the amount or nature of the Company's accounts receivable balances.

58

---



9.     DEBT

The
Company's debt consists of the following:

December 31,2004

2003Borrowings under financing agreement (see Note 8)

$


$
Notes payable to former owners of Tickle, Inc., non-interest bearing, interest imputed at 3.5%, due 2005 through 2007


39,262


Notes payable to former owners of Military Advantage, Inc., non-interest bearing, interest imputed at 1.5%, due 2005 through 2006


14,645


Notes payable to former owners of QuickHire, Inc., non-interest bearing due March, 2005


5,692


Capitalized lease obligations, payable with interest from 2% to 11%, in varying installments through 2007


1,889


762Other notes payable, interest rates ranging from 3% to 10%, due in varying installments through 2012


1,749


3,94863,237


4,710Less: Current portion


29,262


2,623Long-term debt

$
33,975

$
2,087


The
following table presents future principal payments on debt:

Year:2005

$
29,2622006


21,6072007


13,6802008


2192009


219Thereafter


128


10.   STOCKHOLDERS' EQUITY

(A)    Common and Class B Common Stock

Common and Class B common stock have identical rights except that each share of Class B common stock is entitled to ten votes and is convertible, at any time, at
the option of the stockholder into one share of common stock.

(B)    Share Repurchase Program

In September 2002, the Board of Directors approved a share repurchase plan to acquire outstanding common stock on the open market. Under the terms of the plan, the
Company was authorized to repurchase up to five million shares of common stock from time-to-time as conditions warranted. During the year ended December 31, 2002, the
Company repurchased 927,000 shares of its common stock for an aggregate purchase price of $9,842. The share repurchase plan expired on March 3, 2004.

59

---



(C)    Stock Options

In January 1996, the Company's Board of Directors (the "Board") adopted the 1996 Employee Stock Option Plan and a stock option plan for non-employee
directors (the "1996 Plans"). The employee stock option plan provided for the issuance of both incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") and nonqualified stock options. Options granted for non-employee directors did not qualify as incentive stock options within the meaning of Section 422 of
the Code.

In
December 1998, the Company adopted a long-term incentive plan (the "1999 Plan"), pursuant to which stock options, stock appreciation rights, restricted stock and other equity
based awards may be granted. Following the adoption of the 1999 Plan, no options are available for future grants under the 1996 Plans. Stock options granted under the 1999 Plan may be incentive stock
options and nonqualified stock options within the meaning of the Code. Stock options awarded by the Company generally have an exercise price of 100% of the fair market value of the common stock on the
date of grant, a ten-year term and become exercisable in accordance with a vesting schedule determined by the Board. The total number of shares of the common stock of the Company that may
be granted under the 1999 Plan is the sum of 30,000,000 and the number of shares that would have been available for new awards under the 1996 Plans if they were still in effect. At December 31,
2004, approximately 10,023,110 options were exercisable and 5,951,640 options were available for future grants.

Amounts
below reflect option activity of employees in the Company's continuing operations as well as HH Group employees. The outstanding stock options of the Company were adjusted in 2003 to reflect
the impact of the spin-off transaction. For employees who continued employment with the Company, the option remained an option for Monster Worldwide common stock with the number of shares
and the related exercise price adjusted to preserve the intrinsic value of each option. For
employees who worked for HH Group after the spin-off, certain options were cancelled in accordance with the provisions of the spin-off agreement.

December 31, 2004

December 31, 2003

December 31, 2002(thousands of shares)

Shares

Weighted
Average
Exercise Price

Shares

Weighted
Average
Exercise Price

Shares

Weighted
Average
Exercise PriceOutstanding at beginning of year

17,387

$
25.09

18,747

$
28.91

18,332

$
32.38Granted

6,301


28.58

2,272


14.40

3,744


18.67Spin-off adjustment






1,148







Exercised

(2,447
)

18.72

(1,103
)

15.00

(455
)

16.12Forfeited/cancelled

(2,242
)

31.70

(3,677
)

32.10

(2,874
)

38.37Outstanding at end of year

18,999

$
26.20

17,387

$
25.09

18,747

$
28.91Options exercisable at year-end

10,023

$
27.31

11,778

$
28.09

10,505

$
29.51Weighted average fair value of options granted during the year



$
28.60



$
8.92



$
15.09


60

---



The
following table summarizes information about stock options outstanding at December 31, 2004:

Range of
Exercise Prices

Number Outstanding at
December 31, 2004

Weighted Average
Exercise Price

Weighted Average
Remaining
Contractual Life
(Years)

Number
Exercisable at
December 31, 2004

Weighted Average
Exercise Price$0.00 to $20.00

3,986

$
10.27

6.1

2,556

$
10.2320.01 to 26.00

8,292


23.77

7.1

3,653


23.3326.01 to 32.00

1,153


28.63

6.3

1,036


28.6232.01 to 50.00

4,689


37.47

8.0

1,900


43.0050.01 to 81.38

879


58.03

5.2

878


58.03Total

18,999


26.20



10,023

$
27.31


11.   INCOME TAXES

The
components of income (loss) from continuing operations before income taxes and accounting change are as follows:

Year Ended December 31,2004

2003

2002Domestic

$
108,484

$
18,634

$
8,731Foreign


4,539


4,000


(14,720
)Income (loss) from continuing operations before income taxes and accounting change

$
113,023

$
22,634

$
(5,989
)


Income
taxes relating to the Company's continuing operations are as follows:

Year Ended December 31,2004

2003

2002Current income taxes:U.S. Federal

$
19,054

$
8,238

$
15,993State and local


3,654


1,349


2,084Foreign


(6,924
)

(1,233
)

3,340Total current income taxes


15,784


8,354


21,417Deferred income taxes:U.S. Federal


14,393


4,228


(2,771
)State and local


2,570


792


(372
)Foreign


5,969


2,582


(7,493
)Total deferred income taxes


22,932


7,602


(10,636
)Income taxes

$
38,716

$
15,956

$
10,781


61

---



The
tax effects of temporary differences that give rise to the Company's deferred tax assets and liabilities are as follows:

December 31,2004

2003Deferred tax assets:Allowance for doubtful accounts

$
7,354

$
6,543Accrued expenses and other liabilities


2,911


3,946Accrued business reorganization and spin-off costs


7,098


10,057Other reserves not currently deductible


4,190


3,117Investments in foreign entities discontinued


12,600


Tax loss carry forwards


82,059


61,705Tax credits


738


1,394Valuation allowance


(77,907
)

(39,472
)Deferred tax assets


39,043


47,290Deferred tax liabilities:Earned commissions


(3,193
)

(2,945
)Work-in-process


(3,894
)

(4,230
)Property and equipment


(4,560
)

(8,076
)Intangibles


(25,285
)

(6,609
)Deferred tax liabilities


(36,932
)

(21,860
)Net deferred tax assets

$
2,111

$
25,430


As
of December 31, 2004 and 2003, net current deferred tax assets were $9,166 and $15,721, respectively, and net non-current deferred tax assets were $14,846 and $15,712,
respectively. Net non-current deferred tax liabilities were $21,901 and $6,003 as on December 31, 2004 and 2003, respectively.

At
December 31, 2004, the Company has net operating loss carry forwards, for U.S. Federal tax purposes of approximately $15,000, which expire in 2020 and operating loss carry forwards in the
United Kingdom of approximately $43,000 with no expiration periods. In addition, the Company also has approximately $177,000 of net operating loss carry forwards in various other countries throughout
the world.

Realization
of the Company's net deferred tax assets is dependant upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from
the reversal of deductible temporary differences and from tax loss carry-forwards.

The
Company has concluded that, based on expected future results and the future reversals of existing taxable temporary differences there is no reasonable assurance that certain deferred tax assets
can be used, principally net operating losses in foreign jurisdictions. Accordingly, a valuation allowance has been established. During the year ended December 31, 2004 the valuation allowance
on deferred tax assets increased by $38,435 for deferred tax assets attributable to pre-acquisition period net operating losses of acquired companies of $22,000, basis differences on
foreign investments that were no longer considered permanent in nature, and other discontinued operation losses of $15,650 and increases in previously computed net operating losses of $3,553. Should
the $22,000 portion of the valuation allowance attributable to acquired tax losses be reversed, the resulting benefit will be credited to Goodwill relating to the acquisition.

In
addition, deferred tax benefits from the exercise of nonqualified stock options were recorded net of a valuation allowance as additional paid-in capital. Should this portion of the
valuation allowance be reversed (which is approximately $2,800), the resulting benefit will be recorded as additional paid-in capital.

62

---





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

Income taxes related to the Company's continuing operations differs from the amount computed using the Federal statutory income tax rate as follows:

|                                                                |  | Year Ended December 31, |       
|--------------------------------------------------------------- |  | ----------------------- | ------
|
|
|Income taxes at Federal statutory rate                          |  | $                       | 39,558
|State income taxes, net of Federal income tax effect            |  |                         | 4,339 
|Nondeductible expenses(1)                                       |  |                         | 1,110 
|Effect of foreign operations                                    |  |                         | (4,338
|Change in valuation allowance                                   |  |                         | (2,768
|Nondeductible business reorganization and other special charges |  |                         |       
|Other                                                           |  |                         | 815   
|                                                                | 
|Income taxes                                                    |  | $                       | 38,716
|                                                                | 

Provision has not been made for U.S. or additional foreign taxes on undistributed earnings of foreign subsidiaries. Such earnings have been and will continue to
be reinvested but could become subject to additional tax if they were remitted as dividends, or were loaned to the Company or a U.S. affiliate, or if the Company should sell its stock in the foreign
subsidiaries. It is not practicable to determine the amount of additional tax, if any, that might be payable on the undistributed foreign earnings. The company believes its undistributed foreign
earnings are presently insignificant.

12. COMMITMENTS AND CONTINGENCIES

(A) Leases

The Company leases its facilities and a portion of its capital equipment under operating leases and certain equipment under capital leases that expire at various dates through
2015. Some of the operating leases provide for increasing rents over the terms of the leases; total rent expense under these leases is recognized ratably over the initial renewal period of each lease.
The following table presents future minimum lease commitments under capital leases, non-cancelable operating leases and minimum rentals to be received under non-cancelable
subleases at December 31, 2004:

|                                        |  | Capital
Leases |       | Operating
Leases |   | Sublease
Income
|--------------------------------------- |  | -------------- | ----- | ---------------- | - | ---------------
|
|2005                                    |  | $              | 1,660 |                  | $ | 40,149         
|2006                                    |  |                | 190   |                  |   | 37,439         
|2007                                    |  |                | 116   |                  |   | 36,108         
|2008                                    |  |                |      |                  |   | 35,081         
|2009                                    |  |                |      |                  |   | 32,951         
|Thereafter                              |  |                |      |                  |   | 160,580        
|                                       
|                                        |  |                | 1,966 |                  | $ | 342,308        
|                                        |  |                |       |                  |  
|Less: Amount representing interest      |  |                | 77    |                  |   |                
|                                        |  |                |       |                  |   |                
|Present value of minimum lease payments |  |                | 1,889 |                  |   |                
|Less: Current portion                   |  |                | 1,610 |                  |   |                
|                                        |  |                |       |                  |   |                
|                                        |  | $              | 279   |                  |   |                
|                                        |  |                |       |                  |   |                

63

---



Total
rent and related expenses under operating leases was $36,061, $32,560 and $34,060 for each of the three years ended December 31, 2004. Operating lease obligations after
2008 relate primarily to office facilities.

(B) Consulting, Employment and Non-compete Agreements

The Company has entered into various consulting, employment and non-compete agreements with certain key management personnel and former owners of acquired
businesses. Agreements with key members of management are generally one year in length, on an at-will basis, and provide for compensation and severance payments under certain
circumstances. Such agreements are automatically renewed annually unless either party gives sufficient notice of termination. Agreements with former owners of acquired businesses are generally two to
five years in length, with one for a term of fifteen years.

(C) Employee Benefit Plans

The Company has a 401(k) profit sharing plan covering all eligible employees. Discretionary employer matching contributions are generally a maximum of 2% of eligible payroll of
participating employees, and paid by a contribution of Monster Worldwide common stock. As a result, salaries and related expenses contain $2,729, $2,613 and $1,274 of non-cash employer
matching contributions related to the Company's continuing operations for the years ended December 31, 2004, 2003 and 2002, respectively. Effective January 1, 2005, the company modified
its 401(k) plan to provide for employer matching contributions equal to 50% of employee contributions, up to a maximum of 6% of their eligible compensation.

The
Company also has defined contribution employee benefit plans for its employees outside of the United States. The cost of these plans included in salaries and related expenses were $3,369, $2,321
and $2,415 for the years ended December 31, 2004, 2003 and 2002, respectively.

(D) Litigation

The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for
losses when claims become probable and the amounts are estimable. Although the outcome of these legal matters cannot be determined, it is the opinion of management that the final resolution of these
matters will not have a material adverse effect on the Company's financial condition, operations or liquidity.

13. RELATED PARTY TRANSACTIONS

The Company leases an office from an entity in which its Chairman and Chief Executive Officer ("CEO"), and other directors and executive officers, have an 84% ownership
interest. Annual rent expense under the lease is approximately $554 and expires in the year 2013.

The
Company periodically pays for its use of an aircraft which through December 31, 2003 was owned by a holding company that was controlled by Andrew J. McKelvey, the Company's Chairman and
CEO. On December 31, 2003, Mr. McKelvey sold such holding company to General Yellow Pages Consultants, Inc. d/b/a The Marquette Group, however Mr. McKelvey continues to
have obligations to a third party lender with respect to the aircraft. During the years ended December 2004, 2003 and 2002, $685, $540 and $262, respectively, were charged to office and general
expense for use of the aircraft. As discussed in Note 3, On October 5, 2004 the Company completed the sale of its wholly owned subsidiary, US Motivation, to General Yellow Pages
Consultants, Inc.

64

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The
Company leases office space to an investment company that is 50% owned by the Company's CEO. Rental income received from the investment company was $67, $17 and $101 in the years ended
December 31, 2004, 2003 and 2002, respectively.

In
November 2004, the Corporation made a charitable contribution for the benefit of The McKelvey Foundation (the "Foundation"), a charitable foundation founded and supported by the
Corporation's Chairman and CEO, Andrew McKelvey. The contribution consists of the Corporation's having provided the Foundation at no charge the use of certain unused office space as well as supplies,
equipment rental, repairs and maintenance incidental thereto, the total cost of which is approximately $3 per month from November 2004. The Foundation utilized the space in connection with its
"Roads to
Success" program, which provides a career and college readiness program to low to middle income high school students in specified school districts in Pennsylvania, West Virginia and New York.

14. SEGMENT AND GEOGRAPHIC DATA

The Company operates in three business segments: Monster, Advertising & Communications and Directional Marketing. Corporate level operating expenses are allocated to the
segments and are included in the operating results below. The Company's Advertising & Communications division recognizes a commission on the sale of certain Monster products. Revenue recognized
by the Advertising & Communications segment related to such commissions was $13,272, $13,227 and $12,566 on Monster sales of $88,480, $88,180 and $83,773 for the years ended December 31,
2004, 2003 and 2002, respectively.

The
following tables present the Company's operations by business segment and by geographic region:

|                             |  | Year ended December 31,
|---------------------------- |  | -----------------------
|
|
|Monster                      |  | $                      
|Advertising & Communications |  |                        
|Directional Marketing        |  |                        
|                            
|Total revenue                |  | $                      
|                            

|                             |  | Year ended December 31, |        
|---------------------------- |  | ----------------------- | -------
|
|
|Monster                      |  | $                       | 111,738
|Advertising & Communications |  |                         | (1,245 
|Directional Marketing        |  |                         | 3,833  
|                             | 
|Operating income (loss)      |  | $                       | 114,326
|                             | 

|                   |  | Year Ended December 31,
|------------------ |  | -----------------------
|
|
|United States      |  | $                      
|United Kingdom     |  |                        
|Continental Europe |  |                        
|Other(c)           |  |                        
|                  
|Total              |  | $                      
|                  

65

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The
following table reconciles each reportable segment's assets to total assets reported on the Company's consolidated balance sheets:

|Total Assets as of December 31,   |  | 2004 |           | 2003
|--------------------------------- |  | ---- | --------- | ----
|
|Monster                           |  | $    | 747,066   |     
|Advertising & Communications      |  |      | 364,014   |     
|Directional Marketing             |  |      | 191,423   |     
|Shared Assets(d)                  |  |      | 241,110   |     
|Assets of discontinued operations |  |      |          |     
|                                 
|Total                             |  | $    | 1,543,613 |     
|                                 



Merger, integration, business reorganization,
    spin-off and other special charges

2003

2002Monster

$
28,603

$
49,063Advertising & Communications


9,481


34,315Directional Marketing


7,551


21,033Total

$
45,635

$
104,411




15. SUBSEQUENT EVENT

On February 1, 2005, the Company's Monster division acquired 40% of ChinaHR.com Holdings Ltd. ("ChinaHR") in exchange for $50,000 cash. Pursuant to the terms of
the purchase agreement, the Company and certain of its shareholders have put and call rights that become exercisable in three years
and will either require or permit the Company to purchase the remaining 60% of ChinaHR. The purchase agreement also provides the Company with the right to designate no less than 40% of the members of
ChinaHR's Board of Directors, and provides the Company the opportunity to acquire a 51% equity and 70% voting interest in ChinaHR upon the occurrence of an initial public offering by ChinaHR, subject
to certain conditions and exceptions.

On
February 11, 2005, the Company's Monster division acquired Emailjob.com, a leading online recruiter in France, for total consideration of approximately $26,000. The Company paid $23,000 was
upon closing and the remaining $3,000 is payable over a 12 month period following acquisition.

On
February 10, 2005, the Company's board of directors approved accelerated vesting terms for approximately 134,000 employee stock options whose exercise price was above the Company's closing
stock price on such date, in order to avoid recognizing approximately $1,400 of stock based compensation expense in its consolidated statements of operations for periods following July 1, 2005,
the date on which SFAS 123R is required to become adopted.

66

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MONSTER WORLDWIDE, INC.  FINANCIAL INFORMATION BY QUARTER (UNAUDITED)  (in thousands, except per share amounts)

|                                                       |                                                        | Quarter |         |         |  
|------------------------------------------------------ | ------------------------------------------------------ | ------- | ------- | ------- | -
|
|
|Revenue:                                               |                                                        |         |         |         |  
|                                                       | Monster                                                |         | $       | 122,162 |  
|                                                       | Advertising & Communications                           |         |         | 38,097  |  
|                                                       | Directional Marketing                                  |         |         | 22,092  |  
|                                                       |                                                       
|Total revenue                                          |                                                        |         | 182,351 |         |  
|                                                       |                                                       
|                                                       | Salaries and related                                   |         |         | 82,599  |  
|                                                       | Office and general                                     |         |         | 39,869  |  
|                                                       | Marketing and promotion                                |         |         | 38,972  |  
|                                                       | Amortization of intangibles                            |         |         | 760     |  
|                                                       |                                                       
|Total operating expenses                               |                                                        |         | 162,200 |         |  
|                                                       |                                                       
|Operating income                                       |                                                        |         | 20,151  |         |  
|Interest and other, net                                |                                                        |         | (356    | )       |  
|                                                       |                                                       
|Income from continuing operations before income taxes  |                                                        |         | 19,795  |         |  
|Income taxes                                           |                                                        |         | 6,805   |         |  
|                                                       |                                                       
|Income from continuing operations                      |                                                        |         | 12,990  |         |  
|Income (loss) from discontinued operations, net of tax |                                                        |         | (585    | )       |  
|                                                       |                                                       
|Net income                                             |                                                        | $       | 12,405  |         | $
|                                                       |                                                       
|Basic earnings (loss) per share:(1)                    |                                                        |         |         |         |  
|                                                       | Income from continuing operations                      |         | $       | 0.11    |  
|                                                       | Income (loss) from discontinued operations, net of tax |         |         |        |  
|                                                       |                                                       
|Net income                                             |                                                        | $       | 0.11    |         | $
|                                                       |                                                       
|Diluted earnings (loss) per share:(1)                  |                                                        |         |         |         |  
|                                                       | Income from continuing operations                      |         | $       | 0.11    |  
|                                                       | Income (loss) from discontinued operations, net of tax |         |         |        |  
|                                                       |                                                       
|Net income                                             |                                                        | $       | 0.11    |         | $
|                                                       |                                                       
|Weighted average shares outstanding:                   |                                                        |         |         |         |  
|                                                       | Basic                                                  |         |         | 115,533 |  
|                                                       | Diluted                                                |         |         | 118,030 |  
|Market price range common stock(2)                     |                                                        |         |         |         |  
|                                                       | High                                                   |         | $       | 26.69   |  
|                                                       | Low                                                    |         | $       | 20.55   |  



67

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MONSTER WORLDWIDE, INC.  FINANCIAL INFORMATION BY QUARTER (UNAUDITED)  (in thousands, except per share amounts)

|                                                             |                                                   | Quarter |          |         |  
|------------------------------------------------------------ | ------------------------------------------------- | ------- | -------- | ------- | -
|
|
|Revenue:                                                     |                                                   |         |          |         |  
|                                                             | Monster                                           |         | $        | 103,468 |  
|                                                             | Advertising & Communications                      |         |          | 32,219  |  
|                                                             | Directional Marketing                             |         |          | 24,883  |  
|                                                             |                                                  
|Total revenue                                                |                                                   |         | 160,570  |         |  
|                                                             |                                                  
|                                                             | Salaries and related                              |         |          | 69,953  |  
|                                                             | Office and general                                |         |          | 41,524  |  
|                                                             | Marketing and promotion                           |         |          | 33,514  |  
|                                                             | Business reorganization and other special charges |         |          | 45,481  |  
|                                                             | Amortization of intangibles                       |         |          | 614     |  
|                                                             |                                                  
|Total operating expenses                                     |                                                   |         | 191,086  |         |  
|                                                             |                                                  
|Operating income (loss)                                      |                                                   |         | (30,516  | )       |  
|Interest and other, net                                      |                                                   |         | (902     | )       |  
|                                                             |                                                  
|Income (loss) from continuing operations before income taxes |                                                   |         | (31,418  | )       |  
|Income taxes                                                 |                                                   |         | (2,915   | )       |  
|                                                             |                                                  
|Income (loss) from continuing operations                     |                                                   |         | (28,503  | )       |  
|Income (loss) from discontinued operations, net of tax       |                                                   |         | (87,363  | )       |  
|                                                             |                                                  
|Net income (loss)                                            |                                                   | $       | (115,866 | )       | $
|                                                             |                                                  
|Basic earnings (loss) per share:(1)                          |                                                   |         |          |         |  
|Income (loss) from continuing operations                     |                                                   | $       | (0.26    | )       | $
|Income (loss) from discontinued operations, net of tax       |                                                   |         | (0.78    | )       |  
|                                                             |                                                  
|Net income                                                   |                                                   | $       | (1.04    | )       | $
|                                                             |                                                  
|Diluted earnings (loss) per share:(1)                        |                                                   |         |          |         |  
|Income from continuing operations                            |                                                   | $       | (0.26    | )       | $
|Income (loss) from discontinued operations, net of tax       |                                                   |         | (0.78    | )       |  
|                                                             |                                                  
|Net income (loss)                                            |                                                   | $       | (1.04    | )       | $
|                                                             |                                                  
|Weighted average shares outstanding:                         |                                                   |         |          |         |  
|                                                             | Basic                                             |         |          | 111,455 |  
|                                                             | Diluted                                           |         |          | 111,455 |  
|Market price range common stock(2)                           |                                                   |         |          |         |  
|                                                             | High                                              |         | $        | 13.02   |  
|                                                             | Low                                               |         | $        | 8.06    |  



68

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ITEM 9.    CHANGES IN AND DISGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Monster
Worldwide, Inc. (the "Company") maintains "disclosure controls and procedures", as such term is defined under Securities Exchange Act Rule 13a-15(e), that are
designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. In designing and evaluating the disclosure controls and procedures, the Company's management recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives and the Company's management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with
the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that Monster the Company's disclosure controls and
procedures were effective in ensuring that material information relating to the Company is made known to the Chief Executive
Officer and Chief Financial Officer by others within the Company during the period in which this report was being prepared.

Management's Report on Internal Control Over Financial Reporting.

The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f)
or 15d-15(f)). The Company's internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and
fair presentation of published financial statements.

All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.

The
Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2004. In making this assessment, we used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal ControlIntegrated Framework.Based on our
assessment, we believe that as of December 31, 2004, the Company's internal control over financial reporting is effective based on those criteria.

In
conducting the Company's evaluation of the effectiveness of its internal control over financial reporting, we have excluded the jobPilot acquisition completed in 2004. The contribution from the
jobPilot acquisition represent approximately 3% of consolidated revenues and 6% on income from continuing operations before income taxes for the year ended December 31, 2004. Refer to
Note 2 to the consolidated financial statements for further discussion of the jobPilot and other acquisitions and their impact on the Company's consolidated financial statements.

69

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There
have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company's management carried
out its evaluation.

The
Company's independent registered public accounting firm has issued its audit report on our assessment of the Company's internal control over financial reporting. This report appears on
pages 37-38.

ITEM 9B.    OTHER INFORMATION

None.

70

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The information set forth under the caption "Proposal No. 1Election of Directors" in the Company's definitive Proxy Statement to be used in connection with
the 2005 Annual Meeting of Stockholders is incorporated herein by reference.

Executive Officers

See "Part IExecutive Officers of the Company."

The
Company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers (including its principal executive officer, principal financial officer, principal accounting
officer and controller) and employees. The Code of Business Conduct and Ethics is available on the Company's website. The Company intends to satisfy the disclosure requirement under Item 10 of
Form 8-K relating to amendments or waivers from any provision of the Company's Code of Business Conduct and Ethics applicable to the Company's principal executive officer, principal
financial officer, principal accounting officer or controller by either filing a Form 8-K or posting this information on the Company's website within five days business days
following the date of amendment or waiver. The Company's website address iswww.monsterworldwide.com.

ITEM 11.    EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation" in the Company's definitive Proxy Statement to be used in connection with the 2005 Annual Meeting of
Stockholders is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption "Stock Ownership" in the Company's definitive Proxy Statement to be used in connection with the 2005 Annual Meeting of Stockholders
is incorporated herein by reference.

The
information set forth under the caption "Equity Compensation Plan Information" in the Company's definitive Proxy Statement to be used in connection with the 2005 Annual Meeting of Stockholders is
incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the captions "Compensation Committee Interlocks and Insider Participation" and "Certain Relationships and Related Transactions" in the Company's
definitive Proxy Statement to be used in connection with the 2005 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under "Audit Matters" in the Company's definitive proxy statement to be used in connection with the 2005 Annual Meeting of Stockholders is
incorporated herein by reference.

71

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES





|Exhibit
Number |  | Description                                                                                                                                                                                                                                             
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Distribution Agreement, dated March 31, 2003, by and between the Company and Hudson Highland Group, Inc.(2)                                                                                                                                             
|2.2            |  | Asset and Stock Purchase Agreement, dated July 31, 2003, by and among QuickHire, ITI, Chris McCarrick, Bryan Hochstein and the Company.(4)                                                                                                              
|2.3            |  | Deed of Termination of Monster.com Australia and New Zealand Joint Venture, by and among, the Company, TMP Worldwide Pty Limited, Monster.com Asia Pacific Pty Limited, Ninemsn Investments Pty Limited, Monster.com A&NZ Pty Ltd. and Ecorp
Limited.(5)
|2.4            |  | Stock Purchase Agreement, dated October 5, 2004, by and among the Company, General Yellow Pages Consultants, Inc. d/b/a The Marquette Group and US Motivation, Inc.(6)                                                                                  
|3.1            |  | Certificate of Incorporation.**                                                                                                                                                                                                                         
|3.2            |  | First Amendment to Certificate of Incorporation.                                                                                                                                                                                                    
|3.3            |  | Certificate of Ownership and Merger of Monster Worldwide, Inc. into TMP Worldwide Inc.(3)                                                                                                                                                               
|3.4            |  | Amended and Restated Bylaws of TMP Worldwide Inc.                                                                                                                                                                                                
|4.1            |  | Form of Common Stock Certificate.(3)                                                                                                                                                                                                                    
|10.1           |  | Form of Employee Confidentiality and Non-Solicitation Agreement.**                                                                                                                                                                                      
|10.2           |  | Form of Indemnification Agreement.**                                                                                                                                                                                                                    
|10.3           |  | 1996 Stock Option Plan.**                                                                                                                                                                                                                               
|10.4           |  | Form of Stock Option Agreement under 1996 Stock Option Plan.**                                                                                                                                                                                          
|10.5           |  | 1996 Stock Option Plan for Non-Employee Directors.**                                                                                                                                                                                                    
|10.6           |  | Form of Stock Option Agreement under 1996 Stock Option Plan for Non-Employee Directors.**                                                                                                                                                               
|10.7           |  | Form of Stock Option Agreement for certain employees and executive officers.(7)                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                         

72

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|10.8  |  | Lease, dated as of October 31, 1978, between Telephone Marketing Programs, Inc. and PDC Realty Inc. as agent for MRI Broadway Rental, Inc., as modified by modifications dated January, 1979 and June 20, 1991.**
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |  | Lease Agreement, dated as of June 1, 1996 by and between TPH and AJM, a partnership, and Telephone Directional Marketing, Inc.**                                                                                 
|10.10 |  | Agreement, dated as of March 17, 1996, between TMP Worldwide Inc. and George Eisele, as amended by Amendment 1 to Agreement, dated as of September 5, 1996.**                                                    
|10.11 |  | Management Agreement, dated as of January 1, 1996, between Cala Services Inc. and Cala H.R.C. Ltd.**                                                                                                             
|10.12 |  | Lease Agreement, dated May 15, 1993, between 12800 Riverside Drive Corporation and TMP Worldwide Inc. as amended by Amendment No. 1 to Lease Agreement, dated June 1, 1993.**                                    
|10.13 |  | Indenture, dated April 29, 1988, between International Drive, L.P. and Telephone Marketing Programs, Inc.**                                                                                                      
|10.14 |  | Second Amended and Restated Employment Agreement, dated November 2, 1999, by and among TMP Worldwide, Inc., TMP Interactive Inc. and Jeffrey C. Taylor.                                                       
|10.15 |  | Amendment No. 1 to the Second Amended and Restated Employment Agreement dated October 31, 2001 by and among Jeffery C. Taylor, TMP Worldwide Inc. and TMP Interactive Inc.                                 
|10.16 |  | Amendment No. 1 to Employment Agreement, dated November 15, 1998, between TMP Worldwide Inc. and Andrew J. McKelvey.                                                                                            
|10.17 |  | Amendment No. 2 to Employment Agreement, dated May 1, 1999, between TMP Worldwide Inc. and Andrew J. McKelvey.                                                                                                 
|10.18 |  | Amendment No. 3 to Employment Agreement, dated May 30, 2002, between TMP Worldwide Inc. and Andrew J. McKelvey.(1)                                                                                               
|10.19 |  | Amendment No. 4 to Employment Agreement, dated April 1, 2004, between the Company Andrew J. McKelvey.(8)                                                                                                         
|10.20 |  | Employment Letter Agreement, dated December 31, 2001, by and between TMP Worldwide Inc. and Michael Sileck.****                                                                                                  
|10.21 |  | Employment Letter Agreement, dated September 11, 2002, by and between TMP Worldwide Inc. and Michael Sileck.                                                                                              
|10.22 |  | Employment Letter Amendment, dated June 16, 2004, by and between the Company and Michael Sileck to the Employment Letter dated September 11, 2002.(9)                                                            
|10.23 |  | Agreement, dated September 11, 2002, by and between TMP Worldwide Inc. and Paul Camara.                                                                                                                 
|10.24 |  | Letter Agreement, dated April 28, 2003, between the Company and Paul Camara.(3)                                                                                                                                  
|10.25 |  | Revised Employment Letter, dated April 1, 2004, between the Company and William Pastore.(8)                                                                                                                      
|10.26 |  | Employment Letter Agreement, dated September 24, 2002, by and between the Company and John Mclaughlin.(9)                                                                                                        
|      |  |                                                                                                                                                                                                                  

73

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|10.27 |  | Employment Letter Amendment, dated April 1, 2003, by and between the Company and John Mclaughlin to the Employment Letter Agreement dated September 24, 2002.(9)                                                                                                                                                                                                                                                                                                                  
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28 |  | Employment Letter Amendment, dated June 16, 2004, by and between the Company and John Mclaughlin to the Employment Letter Agreement dated September 24, 2002.(9)                                                                                                                                                                                                                                                                                                                  
|10.29 |  | Management Agreement, dated June 1, 1997, between Dir-Ad Services Inc./Les Services Dir-Ad Inc. and TMP Worldwide Ltd.*                                                                                                                                                                                                                                                                                                                                                           
|10.30 |  | Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and TMP Worldwide Inc.***                                                                                                                                                                                                                                                                                                                                                                       
|10.31 |  | Service Agreement, between TMP Worldwide Limited and Peter Dolphin.(3)                                                                                                                                                                                                                                                                                                                                                                                                            
|10.32 |  | Amended and Restated Secured Revolving Credit Agreement, dated January 14, 2005, among the Company, TMP Worldwide Limited and Bartlett Scott Edgar Limited, as Borrowers, the several Lenders from time to time parties thereto, Banc of America
Securities, LLC, as sole lead arranger and book manager, Bank of America, N.A., as administrative agent, the Royal Bank of Scotland plc, as syndication agent, and LaSalle Bank National Association, as documentation agent.(10)
|10.33 |  | Amendment to Charter Agreement, effective as of February 5, 2005, by and between the Company and Airborne, Inc.(11)                                                                                                                                                                                                                                                                                                                                                               
|10.34 |  | Ordinary Shares Purchase Agreement, dated January 30, 2005, by and among China HR.com Holdings Ltd., TMP Worldwide Limited and the shareholders of China HR.com Holdings Ltd. listed on Schedule A thereto.(12)                                                                                                                                                                                                                                                                   
|10.35 |  | Shareholders Agreement, dated February 1, 2005, by and among China HR.com Holdings Ltd., TMP Worldwide Limited, the shareholders of China HR.com Holdings Ltd. listed on Schedule A thereto and the Company solely with respect to Sections 5.13, 12 and
13.(13)                                                                                                                                                                                                                  
|21    |  | Subsidiaries of the Company.(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|23.1  |  | Consent of BDO Seidman, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|31.1  |  | Certification by Andrew J. McKelvey 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 Michael Sileck 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 Andrew J. McKelvey 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 Michael Sileck pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                         

---

74

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75

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

| |  | MONSTER WORLDWIDE, INC.
(REGISTRANT)
| |  | ------------------------------------
| |  | By:                                 

Dated:
March 4, 2005

PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES AND ON THE DATES
INDICATED.

|Signature                               |  | Title                                                                 |  | Date         
|--------------------------------------- |  | --------------------------------------------------------------------- |  | -------------
|                                        |  |                                                                       |  |              
|/s/ANDREW J. MCKELVEYAndrew J. McKelvey |  | Chairman of the Board, CEO and Director (principal executive officer) |  | March 4, 2005
|/s/MICHAEL SILECKMichael Sileck         |  | Chief Financial Officer (principal financial officer)                 |  | March 4, 2005
|/s/JONATHAN TRUMBULLJonathan Trumbull   |  | Vice President and Controller (principal accounting officer)          |  | March 4, 2005
|/s/GEORGE R. EISELEGeorge R. Eisele     |  | Director                                                              |  | March 4, 2005
|/s/RONALD KRAMERRonald Kramer           |  | Director                                                              |  | March 4, 2005
|/s/MICHAEL KAUFMANMichael Kaufman       |  | Director                                                              |  | March 4, 2005
|/s/JOHN SWANNJohn Swann                 |  | Director                                                              |  | March 4, 2005
|                                        |  |                                                                       |  |              

76

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|/s/JOHN GAULDINGJohn Gaulding |  | Director |  | March 4, 2005
|----------------------------- |  | -------- |  | -------------
|/s/DAVID STEINDavid Stein     |  | Director |  | March 4, 2005

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