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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
    FROM          TO   COMMISSION FILE NUMBER
    001-34209
      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)
      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share

New York Stock Exchange   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    Company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PagePART IITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


7ITEM 1B.


UNRESOLVED STAFF COMMENTS


16ITEM 2.


PROPERTIES


16ITEM 3.


LEGAL PROCEEDINGS


17ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


18PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


18ITEM 6.


SELECTED FINANCIAL DATA


21ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


22ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


41ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


43ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


81ITEM 9A.


CONTROLS AND PROCEDURES


81ITEM 9B.


OTHER INFORMATION


84PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


84ITEM 11.


EXECUTIVE COMPENSATION


84ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


84ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


84ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


84PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


85EX-21.1: SUBSIDIARES OF THE COMPANYEX-23.1: CONSENT OF BDO SEIDMAN, LLP.EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   i




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




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PART I  ITEM 1.
    BUSINESS  Introduction
  ®
  (212) 351-7000 http://corporate.monster.com Investor Relations  SEC Filings. Form 10-K, Form 10-Q, Form 8-K
  Our
    Strategy
         1




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Our
    Services
    Careers
    (North America and International)
     2




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Internet
    Advertising & Fees
        Sales and
    Marketing
   3




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Customers
    Competition
      Intellectual
    Property
       4




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Employees
    Executive
    Officers
    Name

Age

PositionSalvatore Iannuzzi


55


Chairman of the Board, President and Chief Executive OfficerTimothy T. Yates


61


Executive Vice President and Chief Financial OfficerDarko Dejanovic


38


Executive Vice President, Global Chief Information Officer and
    Head of ProductJames M. Langrock


43


Senior Vice President, Finance and Chief Accounting OfficerLise Poulos


50


Executive Vice President and Chief Administrative Officer   Salvatore Iannuzzi
 5




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Timothy T. Yates
  Darko Dejanovic
  James M. Langrock
  Lise Poulos
 6




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ITEM 1A.RISK
    FACTORS  The
    global financial crisis has had, and may continue to have, an
    impact on our business and financial condition.
      We rely
    on the value of our brands, particularly Monster, and the costs
    of maintaining and enhancing our brand awareness are
    increasing.
      Our
    markets are highly competitive.
    
    reduce prices;
    incorporate new capabilities and technologies; and
    accelerate hiring timelines.    
    other employment-related websites, including large national and
    international competitors as well as niche career websites
    targeted at specific industry verticals; 7




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
    general classified advertising websites, some of which offer a
    low-cost or free alternative to our offerings;
    professional networking and social networking websites;
    traditional media companies, including newspapers; and
    Internet portals, search engines and general-interest websites
    such as blogs.          Our
    operating results fluctuate from quarter to quarter.
    
    the timing and amount of existing clients subscription
    renewals;
    entering new markets;
    enhancements to existing services;
    the hiring cycles of employers;
    changes in general economic conditions, such as recessions, that
    could, among other things, affect recruiting efforts generally
    and online recruiting efforts in particular;
    the magnitude and timing of marketing initiatives;
    the maintenance and development of our strategic relationships;
    our ability to manage our anticipated growth and expansion;
    our ability to attract and retain customers;
    technical difficulties or system downtime affecting the Internet
    generally or the operation of our products and services
    specifically;
    enhancements to technology to safeguard against security
    breaches; and
    the timing and integration of our acquisitions. 8




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We face
    risks relating to developing technology, including the
    Internet.
          
    rapidly changing technology in online recruiting;
    evolving industry standards relating to online recruiting;
    developments and changes relating to the Internet;
    evolving government regulations;
    competing products and services that offer increased
    functionality;
    changes in employer and job seeker requirements; and
    customer privacy protection concerning transactions conducted
    over the Internet.  We rely
    heavily on our information systems and if our access to this
    technology is impaired, or we fail to further develop our
    technology, our business could be harmed.
   9




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Concerns
    relating to our privacy policies and our compliance with
    applicable data protection laws and regulations could damage our
    reputation and deter current and potential customers, job
    seekers and other Internet users from using our products and
    services and subject us to fines.
    and/or
  Intrusions
    on our systems could damage our business.
      Interruptions,
    delays or failures in the provision of our services could damage
    our brand and harm our operating results.
     10




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We are
    vulnerable to intellectual property infringement claims brought
    against us by others.
      If we are
    unable to protect our proprietary rights or maintain our rights
    to use key technologies of third parties, our business may be
    harmed.
      We have
    made strategic acquisitions and entered into alliances and joint
    ventures in the past and intend to do so in the future. If we
    are unable to find suitable acquisitions or partners or to
    achieve expected benefits from such acquisitions or
    partnerships, there could be a material adverse effect on our
    business, growth rates and results of operations.
   11




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
    the difficulty of integrating the operations and personnel of
    our acquired companies into our operations;
    the potential disruption of our ongoing business and distraction
    of management;
    the difficulty of integrating acquired technology and rights
    into our services and unanticipated expenses related to such
    integration;
    the impairment of relationships with customers and partners of
    the acquired companies or our customers and partners as a result
    of the integration of acquired operations;
    the impairment of relationships with employees of the acquired
    companies or our employees as a result of integration of new
    management personnel;
    the difficulty of integrating the acquired companys
    accounting, management information, human resources and other
    administrative systems;
    in the case of foreign acquisitions, uncertainty regarding
    foreign laws and regulations and difficulty integrating
    operations and systems as a result of cultural, systems and
    operational differences; and
    the impact of known potential liabilities or unknown liabilities
    associated with the acquired companies.    We have
    had and may face future difficulties managing growth.
    If our
    divested businesses fail to satisfy obligations relating to
    their operations, we could face third-party claims seeking to
    hold us liable for those obligations.
    We face
    risks relating to our foreign operations.
   12




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
    general political uncertainty;
    difficulties in staffing and managing foreign operations;
    competition from local recruiting services;
    operational issues such as longer customer payment cycles and
    greater difficulties in collecting accounts receivable;
    seasonal reductions in business activity;
    language and cultural differences;
    taxation issues;
    complex legal and regulatory requirements that may be uncertain
    and may change; and
    issues relating to uncertainties of laws and enforcement
    relating to the regulation and protection of intellectual
    property.      Our
    future growth depends on our ability to expand operations in
    international markets. We may have limited experience or we may
    need to rely on business partners in these markets, and our
    future growth will be materially adversely affected if we are
    unsuccessful in our international expansion efforts.
    Our
    business depends largely on our ability to attract and retain
    talented employees, including senior management.
   13




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We may be
    required to record a significant charge to earnings if our
    goodwill or amortizable intangible assets become
    impaired.
    We
    estimate tax liabilities, the final determination of which is
    subject to review by domestic and international taxation
    authorities.
    Effects
    of anti-takeover provisions could inhibit the acquisition of
    Monster Worldwide by others.
    
    discourage potential acquisition proposals;
    delay or prevent a change in control; and
    limit the price that investors might be willing to pay in the
    future for shares of our Common Stock.    There is
    volatility in our stock price.
     14




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We face
    risks associated with government regulation.
    e-mail. e-mail e-mail
      The
    outcomes of the investigations and the litigation proceedings
    relating to stock option matters could have a negative effect on
    the price of our securities, liquidity and business.
  Form 10-K/A
 15




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Item 3. Legal Proceedings.
    
    professional fees in connection with the defense of any such
    matter;
    potential damages, fines, penalties or settlement costs; and
    pursuant to our indemnification obligations, payments to, or on
    behalf of, our current and former employees, officers and
    directors for the costs and expenses incurred by them in
    connection with the litigations which they are a party to (in
    certain circumstances these indemnification payments are
    recoverable if it is determined that the officer or director at
    issue acted improperly, but there is no assurance that we will
    be able to recover such payments). It is not clear the extent to
    which we will be able to recover these expenditures from our
    insurance carriers.    Other
    legal proceedings may significantly harm our business.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES         16




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ITEM 3.
    LEGAL
    PROCEEDINGS    Stock
    Option Investigations and Related Litigation
          Litigation
    Relating to the Companys Discontinued Tickle
    Business
  No. CGC-06-454538)
 17




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No. 2:08-cv-203) 
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES        Financial
    Information by Quarter (Unaudited) Form 10-K.
  Issuer
    Purchases of Equity Securities
   18




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Total Number ofShares Purchased


Maximum Dollaras Part of


Value of SharesPublicly


That May Yet beAverage


Announced


PurchasedTotal Number of


Price Paid


Plans or


Under the PlansPeriod

Shares Repurchased


per Share


Programs


or ProgramsNine months ended September 30, 2008


5,454,316


$
23.25



5,454,316


$
126,422,704October 1  October 31






N/A






$
126,422,704November 1  November 30






N/A






$
126,422,704December 1  December 31






N/A






$
126,422,704Total Fourth Quarter 2008






N/A






$
126,422,704Year Ended December 31, 2008


5,454,316


$
23.25



5,454,316


$
126,422,704Total shares repurchased under plan


13,794,012   Issuance
    of Unregistered Securities
    Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation PlansNumber of Securities to


Weighted-Average


(Excluding Securitiesbe Issued Upon


Exercise Price of


to be Issued UponExercise of


Outstanding


Exercise of OutstandingOutstanding Options,


Options, Warrants


Options, WarrantsPlan Category

Warrants and Rights


and Rights


and Rights )Equity compensation plans approved by security holders


6,290,443


$
30.58



3,677,360Equity compensation plans not approved by security holders










Total


6,290,443


$
30.58



3,677,360  19




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Stock
    Performance Graph
      Comparison
    of Five-Year Cumulative Total Return
 Among Monster Worldwide, Inc., The S&P 500
 Index and The RDG Internet Composite Index
  
 20




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Managements Discussion and Analysis of Financial
    Condition and Results of Operations,
  STATEMENTS
    OF OPERATIONS DATA:
  (Dollars in thousands, except per share amounts)

2008


2007


2006


2005


2004Revenue

$
1,343,627


$
1,323,804


$
1,080,187


$
791,746


$
575,145Salaries & related, office & general and
    marketing & promotion


1,110,375



1,082,274



846,109



641,707



497,490Provision for legal settlements, net


40,100















Restructuring and other special charges


16,407



16,597











Amortization of intangibles


6,790



5,701



7,670



8,375



5,134Total operating expenses


1,173,672



1,104,572



853,779



650,082



502,624Operating income

$
169,955


$
219,232


$
226,408


$
141,664


$
72,521Income from continuing operations

$
114,489


$
150,095


$
151,836


$
91,646


$
45,044Net income

$
124,793


$
146,399


$
37,137


$
98,194


$
58,736Basic earnings (loss) per share:Income from continuing operations

$
0.95


$
1.17


$
1.19


$
0.75


$
0.38Income (loss) from discontinued operations, net of tax


0.09



(0.03
)


(0.90
)


0.05



0.12Net income

$
1.04


$
1.14


$
0.29


$
0.80


$
0.50Diluted earnings (loss) per share:*Income from continuing operations

$
0.94


$
1.15


$
1.16


$
0.73


$
0.38Income (loss) from discontinued operations, net of tax


0.09



(0.03
)


(0.87
)


0.05



0.11Net income

$
1.03


$
1.12


$
0.28


$
0.79


$
0.49     *
    
    Earnings per share may not add in certain periods due to
    rounding.  BALANCE
    SHEET DATA(a):
  (Dollars in thousands)

2008


2007


2006


2005


2004Current assets

$
682,821


$
1,184,965


$
1,123,808


$
773,059


$
703,511Current liabilities


723,708



828,660



826,244



705,945



740,101Total assets


1,916,590



2,077,810



1,969,803



1,678,715



1,554,953Long-term liabilities


145,609



132,649



33,874



39,430



35,237Total stockholders equity


1,047,273



1,116,501



1,109,685



933,340



779,615     (a)
    
    Years 2004 through 2007 include assets and liabilities of
    discontinued operations. 21




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  and/or Item 1A. Risk
    Factors
  OVERVIEW
  Business
         22




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Financial
    Summary
        Business
    Combinations
   23




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Acquired Business

Acquisition Date

Business SegmentChina HR.com Holdings Ltd.

October 8, 2008

Careers  InternationalTrovix Inc.

July 31, 2008

Careers  North AmericaAffinity Labs Inc.

January 3, 2008

Internet Advertising & FeesArbeidskamerater AS (Norway)

January 10, 2007

Careers  InternationalPWP, LLC (Education.org)

May 2, 2006

Internet Advertising & Fees   Discontinued
    Operations
        Year Ended December 31,(Dollars in thousands)

2008


2007


2006Revenue

$
6,470


$
27,505


$
111,282(Loss) income before income taxes


(6,331
)


(6,027
)


7,972Income tax (benefit) expense


(2,501
)


(2,331
)


3,353(Loss) gain from discontinued operations, net of tax


(3,830
)


(3,696
)


4,619Pre-tax loss on sale or disposal of discontinued operations


(13,201
)






(123,203
)Income tax benefit


(27,335
)






(3,885
)Gain (loss) on sale or disposal of business, net of tax


14,134







(119,318
)Income (loss) from discontinued operations, net of tax

$
10,304


$
(3,696
)

$
(114,699
)    24




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Stock
    Option Investigation
      RESULTS
    OF OPERATIONS
    Years Ended December 31,2008


2007


2006STATEMENT OF OPERATIONS DATA:Revenue


100.0
%


100.0
%


100.0
%Salaries and related


40.4
%


39.6
%


37.7
%Office and general


21.0
%


20.3
%


18.1
%Marketing and promotion


21.7
%


22.2
%


23.3
%Provision for legal settlements, net


3.0
%


0.0
%


0.0
%Restructuring and other special charges


1.2
%


1.3
%


0.0
%Total operating expenses


87.4
%


83.4
%


79.0
%Operating income


12.6
%


16.6
%


21.0
%Interest and other, net


1.3
%


1.9
%


1.8
%Income from continuing operations before income taxes and loss
    in equity interests, net


13.9
%


18.5
%


22.7
%Income taxes


4.8
%


6.5
%


8.0
%Loss in equity interests, net


(0.6
)%


(0.6
)%


(0.7
)%Income from continuing operations


8.5
%


11.3
%


14.1
%Income (loss) from discontinued operations, net of tax


0.8
%


(0.3
)%


(10.6
)%Net income


9.3
%


11.1
%


3.4
%    25




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##### Table of Contents



The Year
    Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007
  Consolidated
    Revenue, Operating Expenses and Operating Income
    Increase (Decrease)(Dollars in thousands)

2008


% of Revenue


2007


% of Revenue


$


%Revenue

$
1,343,627



100.0
%

$
1,323,804



100.0
%

$
19,823



1.5
%Salaries and related


543,268



40.4
%


524,652



39.6
%


18,616



3.5
%Office and general


282,699



21.0
%


268,843



20.3
%


13,856



5.2
%Marketing and promotion


291,198



21.7
%


294,480



22.2
%


(3,282
)


(1.1
)%Provision for legal settlements, net


40,100



3.0
%






0.0
%


40,100



N/ARestructuring and other special charges


16,407



1.2
%


16,597



1.3
%


(190
)


(1.1
)%Operating expenses

$
1,173,672



87.4
%

$
1,104,572



83.4
%

$
69,100



6.3
%Operating income

$
169,955



12.6
%

$
219,232



16.6
%

$
(49,277
)


(22.5
)%            26




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Careers 
    North America
    Increase (Decrease)(Dollars in thousands)

2008


% of Revenue


2007


% of Revenue


$


%Revenue

$
638,118



100.0
%

$
707,384



100.0
%


(69,266
)


(9.8
)%Selling, general and administrative(a)


431,083



67.6
%


458,721



64.8
%


(27,638
)


(6.0
)%Depreciation and amortization(b)


31,780



5.0
%


23,801



3.4
%


7,979



33.5
%Operating income

$
175,255



27.5
%

$
224,862



31.8
%


(49,607
)


(22.1
)%     (a)
    
    Includes $224 and $4,842 of costs for security breach
    remediation in 2008 and 2007, respectively; $38 and $5,335 for
    restructuring and other special charges in 2008 and 2007,
    respectively; and $3,695 and $1,330 for non-cash write-offs in
    2008 and 2007, respectively.(b)
    
    Includes $7,239 and $4,395 of amortization of stock-based
    compensation in 2008 and 2007, respectively; and restructuring
    and other special charges in 2008 of $1,162 for non-cash stock
    based compensation.         27




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Careers 
    International
    Increase(Dollars in thousands)

2008


% of Revenue


2007


% of Revenue


$


%Revenue

$
575,182



100.0
%

$
488,038



100.0
%

$
87,144



17.9
%Selling, general and administrative(a)


455,267



79.2
%


415,206



85.1
%


40,061



9.6
%Depreciation and amortization(b)


35,188



6.1
%


20,719



4.2
%


14,469



69.8
%Operating income

$
84,727



14.7
%

$
52,113



10.7
%

$
32,614



62.6
%     (a)
    
    Includes costs for restructuring and special charges of $9,313
    and $7,067 in 2008 and 2007, respectively and; $186 and $3,124
    for security breach remediation in 2008 and 2007, respectively.(b)
    
    Includes $8,638 and $2,549 of amortization of stock based
    compensation in 2008 and 2007, respectively.       28




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Internet
    Advertising & Fees
    Increase (Decrease)(Dollars in thousands)

2008


% of Revenue


2007


% of Revenue


$


%Revenue

$
130,327



100.0
%

$
128,382



100.0
%

$
1,945



1.5
%Selling, general and administrative(a)


108,309



83.1
%


105,040



81.8
%


3,269



3.1
%Depreciation and amortization(b)


10,352



7.9
%


6,731



5.2
%


3,621



53.8
%Operating income

$
11,666



9.0
%

$
16,611



12.9
%

$
(4,945
)


(29.8
)%     (a)
    
    Includes costs for restructuring and other special charges of
    $1,400 and $2,115 for 2008 and 2007, respectively and; for
    security breach remediation of $41 and $1,077 in 2008 and 2007,
    respectively.(b)
    
    Includes $4,053 and $1,310 of amortization of stock based
    compensation in 2008 and 2007, respectively.       29




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Income
    Taxes
    December 31,


(Decrease)(Dollars in thousands)

2008


2007


$


%Income from continuing operations before income taxes and loss
    in equity interests

$
187,238


$
244,854


$
(57,616
)


(23.5
)%Income taxes

$
64,910


$
86,461


$
(21,551
)


(24.9
)%Effective tax rate


34.67
%


35.31
%       Discontinued
    Operations, Net of Tax
    Earnings
    Per Share
   30




---



##### Table of Contents



The Year
    Ended December 31, 2007 Compared to the Year Ended
    December 31, 2006
  Consolidated
    Revenue, Operating Expenses and Operating Income
    Increase (Decrease)(Dollars in thousands)

2007


% of Revenue


2006


% of Revenue


$


%Revenue

$
1,323,804



100.0
%

$
1,080,187



100.0
%

$
243,617



22.6
%Salaries and related


524,652



39.6
%


407,013



37.7
%


117,639



28.9
%Office and general


268,843



20.3
%


195,155



18.1
%


73,688



37.8
%Marketing and promotion


294,480



22.2
%


251,611



23.3
%


42,869



17.0
%Restructuring and other special charges


16,597



1.3
%






0.0
%


16,597



N/AOperating expenses

$
1,104,572



83.4
%

$
853,779



79.0
%

$
250,793



29.4
%Operating income

$
219,232



16.6
%

$
226,408



21.0
%

$
(7,176
)


(3.2
)%       Careers 
    North America
    Increase (Decrease)(Dollars in thousands)

2007


% of Revenue


2006


% of Revenue


$


%Revenue

$
707,384



100.0
%

$
658,051



100.0
%

$
49,333



7.5
%Selling, general and administrative(a)


458,721



64.8
%


410,964



62.5
%


47,757



11.6
%Depreciation and amortization(b)


23,801



3.4
%


19,885



3.0
%


3,916



19.7
%Operating income

$
224,862



31.8
%

$
227,202



34.5
%

$
(2,340
)


(1.0
)%     (a)
    
    Includes $11,507 costs for restructuring and other special
    charges and security breach remediation in 2007.(b)
    
    Includes $4,395 and $2,453 of amortization of stock based
    compensation in 2007 and 2006, respectively.   31




---



##### Table of Contents



Careers 
    International
    Increase(Dollars in thousands)

2007


% of Revenue


2006


% of Revenue


$


%Revenue

$
488,038



100.0
%

$
306,280



100.0
%

$
181,758



59.3
%Selling, general and administrative(a)


415,206



85.1
%


273,243



89.2
%


141,963



52.0
%Depreciation and amortization(b)


20,719



4.2
%


15,614



5.1
%


5,105



32.7
%Operating income

$
52,113



10.7
%

$
17,423



5.7
%

$
34,690



199.1
%     (a)
    
    Includes $10,191 costs for restructuring and other special
    charges and security breach remediation in 2007.(b)
    
    Includes $2,549 and $1,048 of amortization of stock based
    compensation in 2007 and 2006, respectively.       32




---



##### Table of Contents



Internet
    Advertising & Fees
    Increase (Decrease)(Dollars in thousands)

2007


% of Revenue


2006


% of Revenue


$


%Revenue

$
128,382



100.0
%

$
115,856



100.0
%

$
12,526



10.8
%Selling, general and administrative(a)


105,040



81.8
%


70,468



60.8
%


34,572



49.1
%Depreciation and amortization(b)


6,731



5.2
%


3,782



3.3
%


2,949



78.0
%Operating income

$
16,611



12.9
%

$
41,606



35.9
%

$
(24,995
)


(60.1
)%     (a)
    
    Includes $3,192 costs for restructuring and other special
    charges and security breach remediation in 2007.(b)
    
    Includes $1,310 and $509 of amortization of stock based
    compensation in 2007 and 2006, respectively.    Income
    Taxes
    December 31,


(Decrease)(Dollars in thousands)

2007


2006


$


%Income from continuing operations before income taxes and loss
    in equity interests

$
244,854


$
245,451


$
(597
)


(0.2
)%Income taxes

$
86,461


$
86,519


$
(58
)


(0.1
)%Effective tax rate


35.31
%


35.25
%     Earnings
    Per Share
   33




---



##### Table of Contents



Financial
    Condition
    Years Ended December 31,(Dollars in thousands)

2008


2007


2006Cash and cash equivalents

$
222,260


$
129,744


$
58,680Marketable securities


91,772



448,703



537,893Cash and cash equivalents and marketable securities

$
314,032


$
578,447


$
596,573Percentage of total assets


16.4
%


27.8
%


30.3
%Cash provided by operating activities of continuing operations

$
232,683


$
276,629


$
243,891Cash (used in) provided by investing activities of continuing
    operations

$
(36,500
)

$
12,841


$
(448,862
)Cash (used in) provided by financing activities of continuing
    operations

$
(71,794
)

$
(217,268
)

$
43,327Cash (used in) provided by discontinued operations

$
(6,849
)

$
(7,705
)

$
20,108Effect of exchange rates on cash

$
(25,024
)

$
6,567


$
3,619   Liquidity
    and Capital Resources
       34




---



##### Table of Contents



35




---



##### Table of Contents



Cash
    Flows
          Share
    Repurchase Plan
   36




---



##### Table of Contents



Contractual
    Obligations
    Payment Due by PeriodLess Than








More ThanContractual Obligations (Dollars in thousands)

Total


1 Year


1-3 Years


3-5 Years


5 YearsOperating leases

$
209,002


$
40,922


$
56,245


$
41,680


$
70,155Purchase commitments  advertising contracts


16,700



6,100



10,600







Payables related to disposed businesses(a)


9,299



3,822



3,539



1,292



646Capital leases


28



18



10







Total

$
235,029


$
50,862


$
70,394


$
42,972


$
70,801     (a)
    
    Primarily related to operating lease obligations and contractual
    closing costs.    CRITICAL
    ACCOUNTING ESTIMATES
    Basis of Presentation and Significant Accounting
    Policies Financial Statements and
    Supplementary Data Form 10-K.
  Revenue
    Recognition and Accounts Receivable
  Revenue
    Recognition No. 00-21, Revenue Arrangements with Multiple Deliverables.
 37




---



##### Table of Contents



Careers (North America and International).
  Internet Advertising & Fees.
  Asset
    Impairment
  Business Combinations, Goodwill and Intangible
    Assets. Business Combinations ( ).
    and/or
  Long-lived assets.
 38




---



##### Table of Contents



Stock-Based
    Compensation
  hare-Based Payment
  Income
    Taxes
  Accounting for Income
    Taxes
      Equity
    Method Investments
    Restructuring
    and Other Special Charges
   39




---



##### Table of Contents



Recent
    Accounting Pronouncements
  No. 142-3 (FSP 142-3), FSP 142-3 FSP 142-3
  EITF 03-6-1 ,
    Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities. EITF 03-6-1 EITF 03-6-1. EITF 03-6-1 EITF 03-6-1
  Fair Value Measurements
  FSP 157-3 (FSP 157-3), FSP 157-3 FSP 157-3 FSP 157-3
  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
 40




---



##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of SFAS No. 133
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Exchange Risk
        non-U.S. subsidiaries
  Interest
    Rate Risk
  Credit
    Facilities
   41




---



##### Table of Contents



Investment
    Portfolio
    Other
    Market Risks
  Investments
    in Auction-Rate Bonds
  Form 10-K,
 42




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    MONSTER
    WORLDWIDE, INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 Page No.Report of Independent Registered Public
    Accounting Firm


44Consolidated Balance Sheets


45Consolidated Statements of Operations


46Consolidated Statements of Stockholders
    Equity


47Consolidated Statements of Cash Flows


48Notes to Consolidated Financial Statements


49Supplemental Data: Financial Information by
    Quarter (Unaudited)


79   43




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB
    No. 109.
  Internal Control  Integrated
    Framework
      44




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  CONSOLIDATED
    BALANCE SHEETS
 (In thousands, except per share amounts)
  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
222,260


$
129,744Available-for-sale
    securities


1,425



448,703Accounts receivable, net of allowance for doubtful accounts of
    $14,064 and $15,613 in 2008 and 2007, respectively


376,720



499,854Prepaid and other


82,416



106,664Total current assets


682,821



1,184,965Available-for-sale
    securities, non-current


90,347



Goodwill


894,546



615,334Property and equipment, net


161,282



123,397Intangibles, net


52,335



35,351Investment in unconsolidated affiliates


1,843



50,871Other assets


33,416



53,162Non-current assets of discontinued operations






14,730Total assets

$
1,916,590


$
2,077,810LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
41,524


$
57,334Accrued expenses and other current liabilities


205,005



233,611Deferred revenue


414,312



524,331Borrowings under credit facilities


54,971



Income taxes payable


7,896



13,384Total current liabilities


723,708



828,660Long-term income taxes payable


119,951



111,108Deferred income taxes


24,658



14,878Other long-term liabilities


1,000



2,387Non-current liabilities of discontinued operations






4,276Total liabilities


869,317



961,309Commitments and ContingenciesStockholders equity:Preferred stock, $.001 par value, authorized
    800 shares; issued and outstanding: none






Common stock $.001 par value, authorized
    1,500,000 shares; issued: 133,335 and 128,280 shares,
    respectively; outstanding: 118,614 and 119,013 shares,
    respectively


133



128Class B common stock, $.001 par value, authorized
    39,000 shares; issued and outstanding: 0 and
    4,762 shares, respectively






5Additional paid-in capital


1,367,373



1,468,808Accumulated other comprehensive income, net


25,801



118,387Accumulated deficit


(346,034
)


(470,827
)Total stockholders equity


1,047,273



1,116,501Total liabilities and stockholders equity

$
1,916,590


$
2,077,810    45




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
  Years Ended December 31,2008


2007


2006Revenue

$
1,343,627


$
1,323,804


$
1,080,187Salaries and related


543,268



524,652



407,013Office and general


282,699



268,843



195,155Marketing and promotion


291,198



294,480



251,611Provision for legal settlements, net


40,100







Restructuring and other special charges


16,407



16,597



Total operating expenses


1,173,672



1,104,572



853,779Operating income


169,955



219,232



226,408Interest income, net


14,315



25,833



17,107Other income (expense), net


2,968



(211
)


1,936Interest and other, net


17,283



25,622



19,043Income from continuing operations before income taxes and loss
    in equity interests


187,238



244,854



245,451Income taxes


64,910



86,461



86,519Loss in equity interests, net


(7,839
)


(8,298
)


(7,096
)Income from continuing operations


114,489



150,095



151,836Income (loss) from discontinued operations, net of tax


10,304



(3,696
)


(114,699
)Net income

$
124,793


$
146,399


$
37,137Basic earnings (loss) per share:Income from continuing operations

$
0.95


$
1.17


$
1.19Income (loss) from discontinued operations, net of tax


0.09



(0.03
)


(0.90
)Basic earnings per share

$
1.04


$
1.14


$
0.29Diluted earnings (loss) per share:*Income from continuing operations

$
0.94


$
1.15


$
1.16Income (loss) from discontinued operations, net of tax


0.09



(0.03
)


(0.87
)Diluted earnings per share

$
1.03


$
1.12


$
0.28*  Earnings per share may not add in certain periods
    due to roundingWeighted average shares outstanding:Basic


120,557



128,785



128,077Diluted


121,167



130,755



131,247    46




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands)
  CommonShares of


Stock and





AccumulatedShares of


Class B


Additional





Other


TotalCommon


Common


Paid-in


Accumulated


Comprehensive


StockholdersStock


Stock


Capital


Deficit


Income (Loss)


EquityBalance, January 1, 2006


121,830



4,762


$
1,549,063


$
(651,238
)

$
35,515


$
933,340Net income














37,137







37,137Net unrealized gain on forward foreign exchange contracts and
    other


















82



82Change in cumulative foreign currency translation adjustment


















52,035



52,035Comprehensive income





















$
89,254Issuance of common stock in connection with business combinations


20







1,164











1,164Issuance of common stock for stock option exercises, 401(k)
    match and other


3,776







94,628











94,628Tax benefit of stock-based compensation










17,972











17,972Repurchase of common stock


(7
)






(37,492
)










(37,492
)Stock based compensation  restricted stock


105







10,819











10,819Balance, December 31, 2006


125,724



4,762



1,636,154



(614,101
)


87,632



1,109,685Net income














146,399







146,399Net unrealized gain on investments


















149



149Change in cumulative foreign currency translation adjustment


















30,606



30,606Comprehensive income





















$
177,154Cumulative effect of adoption of FIN 48














(3,125
)






(3,125
)Repurchase of common stock


(251
)






(262,495
)










(262,495
)Issuance of common stock for stock option exercises


2,136







54,890











54,890Tax benefit of stock-based compensation










11,744











11,744Stock based compensation  restricted stock


661







27,739











27,739Stock based compensation  stock options










442











442Stock bonus award


10







467











467Balance, December 31, 2007


128,280



4,762



1,468,941



(470,827
)


118,387



1,116,501Net income














124,793







124,793Net unrealized loss on investments


















(1,603
)


(1,603
)Change in cumulative foreign currency translation adjustment


















(90,983
)


(90,983
)Comprehensive income





















$
32,207Conversion of Class B Common Stock to Common Stock


4,762



(4,762
)














Repurchase of common stock


(59
)






(128,165
)










(128,165
)Issuance of common stock for stock option exercises


90







1,461











1,461Tax provision for stock-based compensation










(4,804
)










(4,804
)Stock based compensation  restricted stock


254







29,202











29,202Stock based compensation  stock options










651











651Stock bonus award


8







220











220Balance, December 31, 2008


133,335






$
1,367,506


$
(346,034
)

$
25,801


$
1,047,273    47




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In thousands)
  Years Ended December 31,2008


2007


2006Cash flows provided by operating activities:Net income

$
124,793


$
146,399


$
37,137Adjustments to reconcile net income to net cash provided by
    operating activities:(Income) loss from discontinued operations, net of tax


(10,304
)


3,696



114,699Depreciation and amortization


58,020



43,908



36,428Provision for legal settlements, net


40,100







Provision for doubtful accounts


16,231



12,906



9,055Non-cash compensation


29,853



28,181



10,819Loss in equity interests


7,839



8,298



7,096Loss on net disposal of assets


3,933



665



Deferred income taxes


7,430



(5,459
)


10,781Common stock issued for matching contribution to 401(k) plan










1,854Changes in assets and liabilities, net of purchase transactions:Accounts receivable


112,520



(67,778
)


(171,312
)Prepaid and other


23,168



(26,213
)


(21,817
)Deferred revenue


(118,299
)


80,186



116,556Payments for legal settlements, net


(29,887
)






Accounts payable, accrued liabilities and other


(32,714
)


51,840



92,595Net cash (used for) provided by operating activities of
    discontinued operations


(6,849
)


(7,450
)


24,304Total adjustments


101,041



122,780



231,058Net cash provided by operating activities


225,834



269,179



268,195Cash flows (used for) provided by investing activities:Capital expenditures


(93,627
)


(63,800
)


(54,334
)Payments for acquisitions and intangible assets, net of cash
    acquired


(292,836
)


(2,549
)


(19,601
)Purchase of marketable securities


(183,932
)


(1,424,861
)


(1,722,425
)Sales and maturities of marketable securities


539,286



1,514,051



1,308,279Cash funded to equity investee


(6,402
)


(10,000
)


(10,000
)Dividends received from unconsolidated investee


1,011







Net proceeds from sale of businesses










69,155Investment in unconsolidated affiliate










(19,936
)Net cash used for investing activities of discontinued operations






(255
)


(4,196
)Net cash (used for) provided by investing activities


(36,500
)


12,586



(453,058
)Cash flows (used in) provided by financing activities:Proceeds from borrowings on credit facilities short-term


251,971







Payments on borrowings on credit facilities short-term


(197,893
)






Repurchase of common stock


(128,165
)


(262,495
)


(14,734
)Cash received from the exercise of employee stock options


1,461



54,890



92,263Excess tax benefits from stock-based compensation


1,003



13,799



17,972Payments on capitalized leases and other debt obligations


(171
)


(100
)


(171
)Payments on acquisition debt






(23,362
)


(29,245
)Structured stock repurchase










(22,758
)Net cash (used in) provided by financing activities


(71,794
)


(217,268
)


43,327Effects of exchange rates changes on cash


(25,024
)


6,567



3,619Net increase (decrease) in cash and cash equivalents


92,516



71,064



(137,917
)Cash and cash equivalents, beginning of year


129,744



58,680



196,597Cash and cash equivalents, end of year

$
222,260


$
129,744


$
58,680    48




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in thousands, except shares and per share
    amounts)
  1.
    BASIS OF
    PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES  The
    Company
    Basis
    of Presentation
    Use of
    Estimates
      Revenue
    Recognition
  Revenue Recognition No. 00-21, Revenue Arrangements with Multiple Deliverables.
    Careers (North America and International).
 49




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Internet Advertising & Fees.
  Business
    Combinations and Dispositions
  Business Combinations
    Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Marketing
    and Promotion
    Fair
    Value of Financial Instruments
    Concentrations
    of Risk
   50




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
    Cash
    and Cash Equivalents and Marketable Securities
    available-for-sale
  Accounts
    Receivable
    Beginning


Charged to Costs


Write-Offs


EndingYear Ended December 31,

Balance


and Expenses


and Other


Balance2008

$
15,613


$
16,231


$
(17,780
)

$
14,0642007

$
11,924


$
12,906


$
(9,217
)

$
15,6132006

$
11,049


$
9,055


$
(8,180
)

$
11,924   Property
    and Equipment
   51




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Internal
    Use Software and Website Development Costs
  No. 98-1, Accounting for the Cost of Computer Software Developed or
    Obtained for Internal Use
  Goodwill
    and Intangible Assets
  Goodwill and Other
    Intangible Assets and/or
    Long-Lived
    Assets
    and/or
  Foreign
    Currency Translation and Transactions
   52




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    available-for-sale
    Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty
    in Income Taxes  An Interpretation of FASB Statement
    No. 109
  Accounting for Contingencies
  Stock-Based
    Compensation
  hare-Based
    Payment
 53




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restructuring
    and Other Special Charges
    Earnings
    Per Share
      December 31,(Thousands of shares)

2008


2007


2006Basic weighted average shares outstanding


120,557



128,785



128,077Effect of common stock equivalents  stock options and
    stock issuable under employee compensation plans


610



1,970



3,170Diluted weighted average shares outstanding


121,167



130,755



131,247   Professional
    Fees and Expenses Related to the Stock Option
    Investigation
   54




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Effect
    of Recently Issued Accounting Standards
  No. 142-3 (FSP 142-3), FSP 142-3 FSP 142-3
  03-6-1 ,
    Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities. EITF 03-6-1 EITF 03-6-1. EITF 03-6-1 EITF 03-6-1
  Fair Value Measurements
 55




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FSP 157-3 (FSP 157-3), FSP 157-3 FSP 157-3 FSP 157-3
  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of SFAS No. 133
  2.
    STOCK-BASED
    COMPENSATION   56




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2008


2007


2006Non-vested stock, included in salaries and related

$
28,040


$
27,739


$
10,671Non-vested stock, included in restructuring and other special
    charges


1,162







Stock options, included in salaries and related


651



442



148Total

$
29,853


$
28,181


$
10,819       Restricted
    Stock
        2008 Restricted Stock.
 57




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007 Restricted Stock.
  2006 Restricted Stock.
      December 31, 2008


December 31, 2007


December 31, 2006Weighted





Weighted





WeightedAverage Fair





Average Fair





Average FairValue at Grant





Value at Grant





Value at Grant(Share amounts in thousands)

Shares


Date


Shares


Date


Shares


DateNon-vested at beginning of period


1,671


$
39.67



969


$
44.53



241


$
29.64Granted  Restricted Stock Units


1,035



26.95



915



47.17



681



48.48Granted  Restricted Stock


4,022



20.51



1,506



38.26



363



44.16Forfeited and 2007 Performance Adjusted


(862
)


33.28



(1,048
)


46.17



(211
)


48.19Vested


(254
)


41.86



(671
)


42.40



(105
)


27.24Non-vested at end of period


5,612


$
24.57



1,671


$
39.67



969


$
44.53   Stock
    Options
    Years Ended December 31,2008


2007Risk-free interest rate


2.7
%


5.0
%Volatility


40.9
%


50.7
%Expected life (years)


3.7



3.3   Employee Stock Options.
 58




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        December 31, 2008


December 31, 2007


December 31, 2006Weighted





Weighted





WeightedAverage





Average





Average(Share amounts in thousands)

Shares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


6,876


$
29.13



9,573


$
28.97



13,673


$
27.94Granted


138



27.77



83



46.70







Exercised


(89
)


16.34



(2,136
)


25.70



(3,725
)


24.77Forfeited/expired/cancelled


(635
)


35.83



(644
)


38.89



(375
)


31.80Outstanding at year-end


6,290


$
30.58



6,876


$
29.13



9,573


$
28.97Options exercisable at year-end


5,980


$
30.54



5,696


$
28.90



6,925


$
29.01Aggregate intrinsic value of options exercised during the year

$
546






$
48,794






$
93,613       Options Outstanding


Options ExercisableWeightedAverageWeighted


Aggregate


Remaining





Weighted


AggregateNumber


Average


Intrinsic


Contractual


Number


Average


IntrinsicRange of Exercise Prices

Outstanding


Exercise Price


Value


Life (Years)


Exercisable


Exercise Price


Value$0.00 to $20.00


701


$
10.35


$
1,222



3.8



701


$
10.35


$
1,22220.01 to 26.00


2,047



23.97







4.1



2,036



23.97



26.01 to 32.00


607



28.80







6.1



360



29.07



32.01 to 50.00


2,396



36.36







4.8



2,344



36.13



50.01 to 97.34


539



58.23







1.4



539



58.23



Total


6,290


$
30.58


$
1,222



4.3



5,980


$
30.54


$
1,222   3.
    BUSINESS
    COMBINATIONS   59




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Acquired Business

Acquisition Date

Business SegmentChina HR.com Holdings Ltd.

October 8, 2008

Careers  InternationalTrovix Inc.

July 31, 2008

Careers  North AmericaAffinity Labs Inc.

January 3, 2008

Internet Advertising & FeesArbeidskamerater AS (Norway)

January 10, 2007

Careers  InternationalPWP, LLC (Education.org)

May 2, 2006

Internet Advertising & Fees            60




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accrued
    Integration Costs
    4.
    GOODWILL
    AND INTANGIBLE ASSETS    Careers-North


Careers-


Internet AdvertisingAmerica


International


and Fees


TotalJanuary 1, 2007

$
346,505


$
147,802


$
94,734


$
589,041Additions and adjustments






1,777







1,777Currency translation






24,516







24,516December 31, 2007


346,505



174,095



94,734



615,334Additions and adjustments


56,725



236,483



58,370



351,578Currency translation






(72,353
)


(13
)


(72,366
)December 31, 2008

$
403,230


$
338,225


$
153,091


$
894,546     December 31, 2008


December 31, 2007Gross





GrossCarrying


Accumulated


Carrying


Accumulated


AmortizationAmount


Amortization


Amount


Amortization


Period (Years)Trademarks/Internet domains

$
13,332


$



$
12,788


$




Indefinite livedCustomer relationships


54,524



27,900



41,058



21,783



5 to 30Acquired technology


6,975



640











3 to 5Non-compete agreements


4,355



575



4,732



1,660



2 to 6Other


6,156



3,892



4,666



4,450



4 to 10Total

$
85,342


$
33,007


$
63,244


$
27,893    61




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

2010

2011

2012

2013Estimated amortization expense

$
11,500


$
9,200


$
6,900


$
6,500


$
4,600   5.
    PROPERTY
    AND EQUIPMENT, NET  December 31,2008


2007Capitalized software costs

$
169,497


$
135,935Furniture and equipment


30,500



32,573Leasehold improvements


30,265



27,272Computer and communications equipment


165,198



137,633395,460



333,413Less: accumulated depreciation


234,178



210,016Property and equipment, net

$
161,282


$
123,397     6.
    FAIR
    VALUE MEASUREMENT    Level 1


Level 2


Level 3


TotalU.S. treasury money market funds

$
5,866


$



$



$
5,866Bank time deposits






53,836







53,836Municipal bonds






1,425







1,425Sovereign commercial paper






77,225







77,225U.S. and foreign government obligations






2,206







2,206Tax exempt auction rate bonds (Note 7)










90,347



90,347Total

$
5,866


$
134,692


$
90,347


$
230,905  62




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31, 2008Balance beginning of period

$
Transfer in


357,228Unrealized loss included in other comprehensive income


(1,603
)Net settlements


(265,278
)Balance as of December 31, 2008

$
90,347     7.
    INVESTMENTS  Marketable
    Securities
     63




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Series C-2
    Gross


GrossUnrealized


Unrealized


EstimatedCost


Losses


Gains


Fair ValueCurrentMunicipal bonds

$
1,425


$



$



$
1,425Total

$
1,425


$



$



$
1,425Non-currentTax-exempt auction rate bonds

$
91,950


$
1,603


$



$
90,347Total

$
91,950


$
1,603


$



$
90,347     SFAS 115-1 124-1, The Meaning of Other-Than-Temporary-Impairment and Its
    Application to Certain
 64




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investments
  Equity
    Investments
             65




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006ChinaHR (until acquired October 8, 2008)

$
(8,337
)

$
(9,627
)

$
(7,096
)Finland


928



1,329



Australia


(430
)






Total

$
(7,839
)

$
(8,298
)

$
(7,096
)   8.
    RESTRUCTURING
    AND OTHER SPECIAL CHARGES      Workforce


Fixed Asset


Consolidation of


Other Costs andReduction


Write-Offs


Office Facilities


Professional Fees


Total2007 expense

$
14,067


$
1,330


$
555


$
645


$
16,597Cash payments


(7,841
)






(96
)


(140
)


(8,077
)Non-cash payments






(1,330
)










(1,330
)December 31, 2007


6,226







459



505



7,1902008 expense


11,079



3,695



1,130



503



16,407Cash payments


(13,394
)






(720
)


(907
)


(15,021
)Non-cash payments


(1,162
)


(3,695
)










(4,857
)December 31, 2008

$
2,749


$



$
869


$
101


$
3,719   9.
    DISCONTINUED
    OPERATIONS   66




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2008


2007


2006Revenue

$
6,470


$
27,505


$
111,282(Loss) income before income taxes


(6,331
)


(6,027
)


7,972Income tax (benefit) expense


(2,501
)


(2,331
)


3,353(Loss) gain from discontinued operations, net of tax


(3,830
)


(3,696
)


4,619Pre-tax loss on sale or disposal of discontinued operations


(13,201
)






(123,203
)Income tax benefit


(27,335
)






(3,885
)Gain (loss) on sale or disposal of business, net of tax


14,134







(119,318
)Income (loss) from discontinued operations, net of tax

$
10,304


$
(3,696
)

$
(114,699
)     10.
    FINANCING
    AGREEMENT     67




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    SUPPLEMENTAL
    CASH FLOW AND BALANCE SHEET INFORMATION  Years Ended December 31,2008

2007

2006Interest paid

$
3,249


$
2,318


$
2,318Income taxes paid, net

$
29,127


$
69,599


$
20,145     Years Ended December 31,2008


2007


2006Fair value of assets acquired

$
327,252


$
3,767


$
51,793Less: Liabilities assumed


(26,343
)


(323
)


(1,783
)Liabilities created in connection with business combinations


(8,073
)


(895
)


(29,245
)Common stock issued in connection with business combinations










(1,164
)Payments for acquisitions and intangible assets, net of cash
    acquired

$
292,836


$
2,549


$
19,601     December 31,2008

2007Accrued salaries, benefits, commissions, bonuses and payroll
    taxes

$
83,785


$
96,088   12.
    STOCKHOLDERS
    EQUITY  Common
    and Class B Common Stock
   68




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share
    Repurchase Plan
    Equity
    Plans
           69




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    INCOME
    TAXES    Years Ended December 31,2008


2007


2006Domestic

$
57,694


$
159,019


$
207,109Foreign


129,544



85,835



38,342Income from continuing operations before income taxes and loss
    in equity interests

$
187,238


$
244,854


$
245,451     Years Ended December 31,2008


2007


2006Current income taxes:U.S. federal

$
31,066


$
63,360


$
57,775State and local


4,614



12,334



11,756Foreign


21,800



16,226



6,207Total current income taxes


57,480



91,920



75,738Deferred income taxes:U.S. federal


4,025



(8,570
)


9,041State and local


1,215



(1,817
)


1,723Foreign


2,190



4,928



17Total deferred income taxes


7,430



(5,459
)


10,781Income taxes

$
64,910


$
86,461


$
86,519  70




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Deferred tax assets:Allowance for doubtful accounts

$
4,778


$
3,174Accrued expenses and other liabilities


24,319



17,667Accrued business reorganization costs


3,692



6,224Tax loss carry-forwards


41,408



50,410Tax credits


5,397



4,781Non-cash stock based compensation expense


14,586



14,669Valuation allowance


(29,028
)


(33,186
)Deferred tax assets


65,152



63,739Deferred tax liabilities:Property and equipment


(14,378
)


(6,448
)Intangibles


(50,393
)


(44,074
)Deferred tax liabilities


(64,771
)


(50,522
)Net deferred tax assets

$
381


$
13,217            71




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Income taxes at federal statutory rate

$
65,533


$
85,699


$
85,908State income taxes, net of federal income tax effect


3,869



7,911



8,270Tax exempt interest income


(2,203
)


(8,021
)


(5,050
)Effect of foreign operations


(5,228
)


(3,542
)


2,492Change in valuation allowance


(3,554
)


(1,261
)


(5,634
)Reversals of accrued income tax


(1,738
)Interest expense on tax liabilities


3,552



4,115



Other non-deductible expenses


4,679



1,560



533Income taxes

$
64,910


$
86,461


$
86,519        72




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Unrecognized tax benefits: January 1, 2008

$
113,158Gross increases: tax positions taken in prior periods


11,588Gross decreases: tax positions taken in prior periods


(5,411
)Gross increases: current period tax positions


12,287Reductions due to lapse of statute of limitations


(1,738
)Unrecognized tax benefits: December 31, 2008

$
129,884       14.
    COMMITMENTS  Leases
    Operating


SubleaseLeases


Income2009

$
40,922


$
12,3302010


31,559



7,9712011


24,686



5,3652012


21,814



4,8182013


19,866



4,846Thereafter


70,155



25,628Total

$
209,002


$
60,958    73




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consulting,
    Employment and Non-Compete Agreements
  and/or
  Employee
    Benefit Plans
      15.
    RELATED
    PARTY TRANSACTIONS         74




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    16.
    SEGMENT
    AND GEOGRAPHIC DATA      Year Ended December 31,2008


2007


2006RevenueCareers  North America

$
638,118


$
707,384


$
658,051Careers  International


575,182



488,038



306,280Internet Advertising & Fees


130,327



128,382



115,856Revenue

$
1,343,627


$
1,323,804


$
1,080,187Operating incomeCareers  North America

$
175,255


$
224,862


$
227,202Careers  International


84,727



52,113



17,423Internet Advertising & Fees


11,666



16,611



41,606271,648



293,586



286,231Corporate expenses


(101,693
)


(74,354
)


(59,823
)Operating income

$
169,955


$
219,232


$
226,408Depreciation and amortizationCareers  North America

$
24,541


$
19,406


$
17,432Careers  International


26,551



18,170



14,566Internet Advertising & Fees


6,299



5,421



3,27357,391



42,997



35,271Corporate expenses


629



911



1,157Depreciation and amortization

$
58,020


$
43,908


$
36,428   75




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2008


2007


2006Restructuring and Other Special ChargesCareers  North America

$
4,895


$
6,665


$
Careers  International


9,313



7,067



Internet Advertising & Fees


1,400



2,115



Corporate expenses


799



750



Restructuring and other special charges

$
16,407


$
16,597


$
Revenue by geographic region(a)United States

$
740,934


$
812,328


$
756,409Germany


136,491



112,284



69,216Other international


466,202



399,192



254,562Revenue

$
1,343,627


$
1,323,804


$
1,080,187   December 31,2008


2007


2006Long-lived assets by geographic region(b)United States

$
700,915


$
544,355


$
536,450International


407,248



229,727



189,197Total long-lived assets

$
1,108,163


$
774,082


$
725,647     2008


2007Total assets by segment as of December 31,Careers  North America

$
657,730


$
673,354Careers  International


843,007



721,679Internet Advertising & Fees


188,507



136,850Corporate


83,217



424,057Shared assets(c)


144,129



107,140Discontinued operations






14,730Total assets

$
1,916,590


$
2,077,810     (a)
    
    Revenue by geographic region is generally based on the location
    of the Companys subsidiary location.(b)
    
    Total long-lived assets includes goodwill, property and
    equipment, net and intangibles, net, but does not include
    $14,730 and $17,491 of non-current assets of discontinued
    operations in 2007 and 2006, respectively.(c)
    
    Shared assets represent assets that provide economic benefit to
    all of the Companys operating segments. Shared assets are
    not allocated to operating segments for internal reporting or
    decision-making purposes. 76




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    STOCK
    OPTION INVESTIGATIONS AND LITIGATION    Stock
    Option Investigations and Related Litigation
          Litigation
    Relating to the Companys Discontinued Tickle
    Business
  No. CGC-06-454538)
 77




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 2:08-cv-203) 
 78




---



##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
 (In thousands, except per share amounts)
  Quarter2008

First


Second


Third


Fourth


Full YearRevenue:Careers

$
336,810


$
320,953


$
297,606


$
257,931


$
1,213,300Internet Advertising & Fees


29,662



33,341



34,583



32,741



130,327Total revenue


366,472



354,294



332,189



290,672



1,343,627Salaries and related


140,448



135,879



136,506



130,435



543,268Office and general


73,899



75,358



71,834



61,608



282,699Marketing and promotion


111,854



68,976



57,684



52,684



291,198Provision for legal settlements, net






40,100











40,100Restructuring and other special charges


6,927



2,732



3,592



3,156



16,407Total operating expenses


333,128



323,045



269,616



247,883



1,173,672Operating income


33,344



31,249



62,573



42,789



169,955Interest and other, net


7,383



3,057



5,283



1,560



17,283Income from continuing operations before income taxes and loss
    in equity interests


40,727



34,306



67,856



44,349



187,238Income taxes


15,143



12,153



22,734



14,880



64,910Loss in equity interests, net


(1,822
)


(3,592
)


(2,086
)


(339
)


(7,839
)Income from continuing operations


23,762



18,561



43,036



29,130



114,489Income (loss) from discontinued operations, net of tax


(1,171
)


12,269



(258
)


(536
)


10,304Net income

$
22,591


$
30,830


$
42,778


$
28,594


$
124,793Basic earnings (loss) per share:(a)Income from continuing operations

$
0.19


$
0.15


$
0.36


$
0.25


$
0.95Income (loss) from discontinued operations, net of tax


(0.00
)


0.10



(0.00
)


(0.00
)


0.09Net income

$
0.18


$
0.26


$
0.36


$
0.24


$
1.04Diluted earnings (loss) per share:(a)Income from continuing operations

$
0.19


$
0.15


$
0.36


$
0.24


$
0.94Income (loss) from discontinued operations, net of tax


(0.00
)


0.10



(0.00
)


(0.00
)


0.09Net income

$
0.18


$
0.25


$
0.35


$
0.24


$
1.03Weighted average shares outstanding:Basic


122,711



120,885



120,057



118,601



120,557Diluted


123,332



121,541



120,722



119,380



121,167Market price range common stock(b)High

$
32.66


$
29.33


$
20.95


$
15.29Low

$
23.05


$
19.98


$
14.55


$
8.91     (a)
    
    Earnings per share calculations for each quarter include the
    weighted average effect of stock issuances and common stock
    equivalents for the quarter; therefore, the sum of quarterly
    earnings per share amounts may not equal full-year earnings per
    share amounts, which reflect the weighted average effect on an
    annual basis. Diluted earnings per share calculations for each
    quarter include the effect of stock options, restricted stock
    units and non-vested stock, when dilutive to the quarter. In
    addition, basic earnings per share and diluted earnings per
    share may not add due to rounding.(b)
    
    The common stock of the Company is listed on the New York Stock
    Exchange under the symbol MWW. The Company
    transferred the listing of its common stock from the NASDAQ
    Global Select Market to the New York Stock Exchange on
    November 10, 2008. There were approximately 2,240
    stockholders of record of the Companys common stock on
    December 31, 2008. The stated prices are the high and low
    sales prices per share of the Companys common stock for
    the indicated periods, as reported by the NASDAQ Global Select
    Market or by the New York Stock Exchange, as applicable. 79




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##### Table of Contents



MONSTER
    WORLDWIDE, INC.
  FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
 (In thousands, except per share amounts)
  Quarter2007

First


Second


Third


Fourth


Full YearRevenue:Careers

$
290,223


$
291,326


$
296,996


$
316,877


$
1,195,422Internet Advertising & Fees


31,607



32,659



33,146



30,970



128,382Total revenue


321,830



323,985



330,142



347,847



1,323,804Salaries and related


121,364



144,955



126,940



131,393



524,652Office and general


68,004



62,619



69,466



68,754



268,843Marketing and promotion


72,509



73,568



71,584



76,819



294,480Restructuring and other special charges










11,155



5,442



16,597Total operating expenses


261,877



281,142



279,145



282,408



1,104,572Operating income


59,953



42,843



50,997



65,439



219,232Interest and other, net


5,413



6,903



6,507



6,799



25,622Income from continuing operations before income taxes and loss
    in equity interests


65,366



49,746



57,504



72,238



244,854Income taxes


23,090



17,587



20,474



25,310



86,461Loss in equity interests, net


(1,420
)


(2,966
)


(3,074
)


(838
)


(8,298
)Income from continuing operations


40,856



29,193



33,956



46,090



150,095Income (loss) from discontinued operations, net of tax


(1,374
)


(577
)


(655
)


(1,090
)


(3,696
)Net income

$
39,482


$
28,616


$
33,301


$
45,000


$
146,399Basic earnings (loss) per share:(a)Income from continuing operations

$
0.32


$
0.22


$
0.26


$
0.37


$
1.17Income (loss) from discontinued operations, net of tax


(0.01
)


(0.00
)


(0.01
)


(0.01
)


(0.03
)Net income

$
0.30


$
0.22


$
0.26


$
0.36


$
1.14Diluted earnings (loss) per share:(a)Income from continuing operations

$
0.31


$
0.22


$
0.26


$
0.36


$
1.15Income (loss) from discontinued operations, net of tax


(0.01
)


(0.00
)


(0.01
)


(0.01
)


(0.03
)Net income

$
0.30


$
0.21


$
0.25


$
0.36


$
1.12Weighted average shares outstanding:Basic


129,653



130,542



129,499



125,504



128,785Diluted


132,464



133,121



130,757



126,704



130,755Market price range common stock(b)High

$
54.79


$
50.28


$
43.29


$
40.92Low

$
45.77


$
39.90


$
32.37


$
31.07     (a)
    
    Earnings per share calculations for each quarter include the
    weighted average effect of stock issuances and common stock
    equivalents for the quarter; therefore, the sum of quarterly
    earnings per share amounts may not equal full-year earnings per
    share amounts, which reflect the weighted average effect on an
    annual basis. Diluted earnings per share calculations for each
    quarter include the effect of stock options, restricted stock
    units and non-vested stock, when dilutive to the quarter. In
    addition, basic earnings per share and diluted earnings per
    share may not add due to rounding.(b)
    
    There were approximately 1,322 stockholders of record of the
    Companys common stock on December 31, 2007. The
    stated prices are the high and low sales prices per share of the
    Companys common stock for the indicated periods, as
    reported by the NASDAQ Global Select Market. 80




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rule 13a-15(e),
  Managements
    Report on Internal Control Over Financial Reporting.
  Rules 13a-15(f) 15d-15(f)).
    Internal
    Control  Integrated Framework.
     81




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
  
  Internal Control  Integrated Framework Managements Report on Internal Control
    Over Financial Reporting
        Managements Report on
    Internal Control Over Financial Reporting
 82




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##### Table of Contents



83




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Corporate Governance and Board of Directors
    Matters, Proposal 1: Election of
    Directors Section 16(a) Beneficial
    Ownership Reporting Compliance Executive Officers Item 1. Business Form 10-K
  Corporate Governance Form 8-K Form 8-K www.monsterworldwide.com.
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   84




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (A)
    DOCUMENT
    LIST  Financial Statements
    Financial Statement Schedules
    Exhibits Required by Securities and Exchange
    Commission
    Regulation S-K
    ExhibitNumber

Description3
.1

Certificate of Incorporation, as
    amended.(1)3
.2

Amended and Restated
    Bylaws.(2)4
.1

Form of Common Stock
    Certificate.(1)10
.1

Form of Indemnification
    Agreement.(3)10
.2

1999 Long Term Incentive Plan, as amended as of January 1,
    2008.(4)10
.3

Monster Worldwide, Inc. 2008 Equity Incentive
    Plan.(5)10
.4

Monster Worldwide, Inc. Amended and Restated Executive Incentive
    Plan.(6)10
.5

Form of Monster Worldwide, Inc. Restricted Stock
    Agreement.(7)10
.6

Form of Monster Worldwide, Inc. Restricted Stock Unit
    Agreement.(7)10
.7

Form of Monster Worldwide, Inc. Restricted Stock Agreement for
    grants of restricted stock subject to performance
    vesting.(6)10
.8

Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement
    for grants of restricted stock units subject to performance
    vesting.(6)10
.9

Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement
    for certain employees and executive
    officers.(8)10
.10

Form of Monster Worldwide, Inc. Stock Option Agreement for
    certain employees and executive
    officers.(9)10
.11

Form of Monster Worldwide, Inc. Non-Employee Director Restricted
    Stock Agreement for initial grants of restricted
    stock.(7)10
.12

Form of Monster Worldwide, Inc. Non-Employee Director Restricted
    Stock Agreement for annual grants of restricted
    stock.(7)10
.13

Employment Agreement, dated April 11, 2007, between Monster
    Worldwide, Inc. and Salvatore
    Iannuzzi.(10)10
.14

Employment Agreement, dated June 7, 2007, between Monster
    Worldwide, Inc. and
    Timothy T. Yates.(11)10
.15

Employment Agreement, dated as of May 15, 2008, by and
    between Monster Worldwide, Inc. and James M.
    Langrock.(12)10
.16

Letter Agreement, dated April 11, 2007, between Monster
    Worldwide, Inc. and William
    Pastore.(10)10
.17

Memorandum of Understanding dated January 22, 2008, among
    Monster Worldwide Inc., the Special Litigation Committee of the
    Board of Directors of Monster Worldwide, Inc. and Andrew J.
    McKelvey.(13)10
.18

Indenture of Lease, dated December 13, 1999, between the
    622 Building Company LLC and the
    Company.(14) 85




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##### Table of Contents



ExhibitNumber

Description10
.19

Credit Agreement, dated as of December 21, 2007, among
    Monster Worldwide, Inc., certain of Monster Worldwide,
    Inc.s subsidiaries that may be designated as borrowers,
    the lenders identified therein, Bank of America, N.A., in its
    capacity as administrative agent, swing line lender and l/c
    issuer, and Citibank, N.A. as syndication
    agent.(15)10
.20

Subsidiary Guaranty Agreement, dated as of December 21,
    2007, by FastWeb, LLC, KJB Holding Corp., Military Advantage,
    Inc., Monster, Inc., Monster (California), Inc., Monster
    Emerging Markets, LLC, Monster Government Solutions, LLC,
    Monster International Holding Corp., Monster Labs, LLC,
    MonsterTrak Corporation, Monster Worldwide Technologies, LLC,
    PWP, LLC, OCC.com Inc., Tickle Inc., and TMAT, Inc. in favor of
    Bank of America, N.A. (in its capacity as the Administrative
    Agent) for the Lenders party to the Credit Agreement from time
    to
    time.(15)10
.21

Ordinary Shares Purchase Agreement, dated January 30, 2005,
    by and among China HR.com Holdings Ltd., TMP Worldwide Limited
    (now known as Monster Worldwide Limited) and the shareholders of
    China HR.com Holdings Ltd. listed on Schedule A
    thereto.(16)10
.22

Shareholders Agreement, dated February 1, 2005, by and
    among China HR.com Holdings Ltd., TMP Worldwide Limited
    (now known as Monster 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.(17)10
.23

Share Purchase Agreement, dated as of October 8, 2008,
    among China HR.com Holdings Ltd., Monster Worldwide, Inc.,
    Monster Worldwide Netherlands B.V., Monster Worldwide Limited,
    the shareholders of China HR.com Holdings Ltd. named therein,
    and the other individuals named
    therein.(18)21
.1

Subsidiaries of the Company.23
.1

Consent of BDO Seidman, LLP.31
.1

Certification by Salvatore Iannuzzi pursuant to Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification by Timothy T. Yates pursuant to Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1

Certification by Salvatore Iannuzzi pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32
.2

Certification by Timothy T. Yates pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     (1)
    
    Incorporated by reference to Exhibits to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006.(2)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed on December 13, 2007.(3)
    
    Incorporated by reference to Exhibits to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-12471).(4)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 10-Q
    filed May 8, 2008.(5)
    
    Incorporated by reference to Exhibits to the Companys
    Registration Statement on
    Form S-8
    (Registration
    No. 333-151430)
    filed June 5, 2008.(6)
    
    Incorporated by reference to Exhibits to the Companys
    Form 10-Q
    filed on November 4, 2008.(7)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed June 9, 2008.(8)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed March 31, 2006.(9)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed December 30, 2004.(10)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed April 16, 2007. 86




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##### Table of Contents



(11)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed June 11, 2007.(12)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed May 15, 2008.(13)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed January 23, 2008.(14)
    
    Incorporated by reference to Exhibits to the Companys
    Registration Statement on
    Form S-3
    (Registration
    No. 333-93065).(15)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed December 27, 2007.(16)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed February 2, 2005.(17)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K/A
    filed July 21, 2005. A request for confidential treatment
    was granted with respect to certain portions of the indicated
    document. Confidential portions have been omitted and filed
    separately with the Commission as required by
    Rule 24b-2
    of the Commission.(18)
    
    Incorporated by reference to Exhibits to the Companys
    Current Report on
    Form 8-K
    filed October 15, 2008. 87




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##### Table of Contents



SIGNATURES
    (Registrant)
  By:
    /s/  Salvatore
    Iannuzzi          Signature

Title

Date/s/  Salvatore
    IannuzziSalvatore
    Iannuzzi

Chairman of the Board, President,
    Chief Executive Officer and Director
    (principal executive officer)

February 12, 2009/s/  Timothy
    T. YatesTimothy
    T. Yates

Executive Vice President,
    Chief Financial Officer and Director
    (principal financial officer)

February 12, 2009/s/  James
    M. LangrockJames
    M. Langrock

Senior Vice President, Finance and
    Chief Accounting Officer
    (principal accounting officer)

February 12, 2009/s/  Robert
    J. ChrencRobert
    J. Chrenc

Director

February 12, 2009/s/  John
    GauldingJohn
    Gaulding

Director

February 12, 2009/s/  Edmund
    P. Giambastiani, Jr.Edmund
    P. Giambastiani, Jr.

Director

February 12, 2009/s/  Ronald
    J. KramerRonald
    J. Kramer

Director

February 12, 2009/s/  David
    A. SteinDavid
    A. Stein

Director

February 12, 2009/s/  Roberto
    TunioliRoberto
    Tunioli

Director

February 12, 2009  88