UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 001-34209

MONSTER WORLDWIDE, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE		13-3906555
(STATE OR OTHER JURISDICTION OF		(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)		IDENTIFICATION NO.)
622 Third Avenue, New York, New York		10017
(ADDRESS OF PRINCIPAL		(ZIP CODE)
EXECUTIVE OFFICES)

(212) 351-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of July 26, 2010
Common Stock		129,817,335

 

 

MONSTER WORLDWIDE, INC.

TABLE OF CONTENTS

		Page
		No.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated statements of operations			3
Consolidated balance sheets			4
Consolidated statements of cash flows			5
Notes to consolidated financial statements			6
Report of Independent Registered Public Accounting Firm			18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			39
PART II—OTHER INFORMATION
Item 1. Legal Proceedings			39
Item 1A. Risk Factors			39
Item 6. Exhibits			39
Signatures			40
Exhibit 10.1
Exhibit 15.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I—FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS

MONSTER WORLDWIDE, INC.

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Revenue		$	214,917			$	223,057			$	430,222			$	477,460
Salaries and related			114,966				113,484				243,416				235,869
Office and general			56,906				59,862				119,054				121,975
Marketing and promotion			46,925				44,953				106,506				118,644
Restructuring and other special charges			—				5,097				—				16,105
Total operating expenses			218,797				223,396				468,976				492,593
Operating loss			(3,880	)			(339	)			(38,754	)			(15,133	)
Interest and other, net			901				76				248				1,279
Loss before income taxes and equity interests			(2,979	)			(263	)			(38,506	)			(13,854	)
Benefit from income taxes			(829	)			(83	)			(13,008	)			(4,572	)
Loss in equity interests, net			(807	)			(1,190	)			(1,638	)			(2,429	)
Net loss		$	(2,957	)		$	(1,370	)		$	(27,136	)		$	(11,711	)
Basic loss per share		$	(0.02	)		$	(0.01	)		$	(0.23	)		$	(0.10	)
Diluted loss per share		$	(0.02	)		$	(0.01	)		$	(0.23	)		$	(0.10	)
Weighted average shares outstanding:
Basic			120,701				119,274				120,367				119,066
Diluted			120,701				119,274				120,367				119,066

See accompanying notes.

MONSTER WORLDWIDE, INC.

		June 30,				December 31,
		2010				2009
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	288,729			$	275,447
Marketable securities, current			8,300				9,259
Accounts receivable, net of allowance for doubtful accounts of $7,754 and $12,660			242,199				287,698
Prepaid and other			68,487				73,089
Total current assets			607,715				645,493
Marketable securities, non-current			4,094				15,410
Goodwill			892,008				925,758
Property and equipment, net			136,821				143,727
Intangibles, net			39,029				43,863
Investment in unconsolidated affiliates			640				546
Other assets			52,411				52,393
Total assets		$	1,732,718			$	1,827,190
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	38,407			$	32,066
Accrued expenses and other current liabilities			151,370				143,403
Deferred revenue			279,809				305,898
Current portion of long-term debt and borrowings under credit facilities			5,000				5,010
Income taxes payable			13,450				20,779
Total current liabilities			488,036				507,156
Long-term income taxes payable			90,813				87,343
Deferred income taxes			35,276				51,499
Long-term debt, less current portion			45,000				45,000
Other long-term liabilities			3,049				3,028
Total liabilities			662,174				694,026
Commitments and contingencies
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: 135,472 and 134,380 shares, respectively; outstanding: 120,751 and 119,659 shares, respectively			135				134
Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: none			—				—
Additional paid-in capital			1,404,043				1,395,969
Accumulated deficit			(354,242	)			(327,106	)
Accumulated other comprehensive income			20,608				64,167
Total stockholders’ equity			1,070,544				1,133,164
Total liabilities and stockholders’ equity		$	1,732,718			$	1,827,190

See accompanying notes.

MONSTER WORLDWIDE, INC.

		Six Months Ended June 30,
		2010				2009
Cash flows provided by operating activities:
Net loss		$	(27,136	)		$	(11,711	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			32,296				33,265
Provision for doubtful accounts			1,547				6,884
Non-cash compensation			21,144				20,268
Deferred income taxes			(17,585	)			(6,421	)
Non-cash restructuring write-offs, accelerated amortization and loss on disposal of assets			144				4,741
Loss in equity interests, net			1,638				2,429
Gains on auction rate securities			(2,104	)			—
Changes in assets and liabilities, net of acquisitions:
Accounts receivable			34,561				120,239
Prepaid and other			(612	)			16,861
Deferred revenue			(15,057	)			(124,536	)
Accounts payable, accrued liabilities and other			14,078				(61,894	)
Total adjustments			70,050				11,836
Net cash provided by operating activities			42,914				125
Cash flows used for investing activities:
Capital expenditures			(20,475	)			(26,379	)
Cash funded to equity investee			(2,900	)			(3,314	)
Purchase of marketable securities			—				(7,476	)
Sales and maturities of marketable securities and other			14,534				3,317
Dividends received from unconsolidated investee			220				763
Net cash used for investing activities			(8,621	)			(33,089	)
Cash flows (used for) provided by financing activities:
Proceeds from borrowings on credit facilities short-term			—				199,203
Payments on borrowings on credit facilities short-term			—				(157,173	)
Payments on debt obligations			—				(6	)
Excess tax benefits from equity compensation plans			—				4
Tax withholdings related to net share settlements of restricted stock awards and units			(9,215	)			(2,435	)
Proceeds from the exercise of employee stock options			66				9
Net cash (used for) provided by financing activities			(9,149	)			39,602
Effects of exchange rates on cash			(11,862	)			7,354
Net increase in cash and cash equivalents			13,282				13,992
Cash and cash equivalents, beginning of period			275,447				222,260
Cash and cash equivalents, end of period		$	288,729			$	236,252
Supplemental disclosures of cash flow information:
Cash paid (refunded) for income taxes		$	7,201			$	(2,767	)
Cash paid for interest		$	2,196			$	2,016
Non-cash financing and investing activities:
Settlement of executive bonuses with common stock		$	—			$	2,275

See accompanying notes.

MONSTER WORLDWIDE, INC.

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Monster Worldwide, Inc. (together with its consolidated subsidiaries, the “Company”) has continuing operations that consist of three reportable segments: Careers — North America, Careers — International and Internet Advertising & Fees. Revenue in the Company’s Careers segments are primarily earned from the placement of job postings on the websites within the Monster network, access to the Company’s resume databases, recruitment media services and other career-related services. Revenue in the Company’s Internet Advertising & Fees segment is primarily earned from the display of advertisements on the Monster network of websites, “click-throughs” on text based links and leads provided to advertisers. The Company’s Careers segments provide online services to customers in a variety of industries throughout North America, Europe and the Asia-Pacific region, while Internet Advertising & Fees delivers online services primarily in North America.

Basis of Presentation

The consolidated interim financial statements included herein are unaudited and have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The consolidated interim 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.

These statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. These consolidated interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company adheres to the same accounting policies in preparing interim financial statements. As permitted under generally accepted accounting principles in the United States, interim accounting for certain expenses, including income taxes, are based on full year assumptions. Such amounts are expensed in full in the year incurred. For interim financial reporting purposes, income taxes are recorded based upon estimated annual income tax rates.

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

2. AGREEMENT TO ACQUIRE HOTJOBS BUSINESS FROM YAHOO! INC.

On February 3, 2010, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Yahoo! Inc. (“Yahoo!”), pursuant to which the Company has agreed to acquire from Yahoo! certain assets exclusive to Yahoo! HotJobs (the “HotJobs Assets”) for a purchase price of $225,000 in cash, payable at the closing of the transaction. The closing is subject to customary conditions, including the receipt of requisite antitrust approvals. Either party may terminate the Asset Purchase Agreement, subject to certain exceptions, (i) in the event of an uncured breach of the Asset Purchase Agreement by the other party, (ii) if the closing has not occurred by August 25, 2010 (the “Termination Date”), provided that the Termination Date may be extended by up to nine additional months, in Yahoo!’s sole discretion, in connection with any antitrust related regulatory action or proceeding, (iii) if a legal restraint would prevent the consummation of the closing or (iv) if either party is compelled by a government authority to sell, hold separate or otherwise dispose of all or any portion of the HotJobs Assets or limit the operation of the HotJobs business.

In connection with the transaction, the Company and Yahoo! entered into certain other ancillary agreements to be effective as of the closing of the acquisition, including (i) a license agreement, pursuant to which Yahoo! will grant to the Company a license of certain patents and trade secrets for use by the Company, and the Company will agree to grant back to Yahoo! a license of the technology, trade secrets and patents assigned to the Company under the Asset Purchase Agreement, (ii) a transition services agreement to ensure the Company’s ability to operate the HotJobs business for a period of six months following the closing (as such time period may be extended at the Company’s discretion by up to three additional months) and (iii) a commercial traffic agreement, pursuant to which Yahoo! has agreed to place hyperlinks on Yahoo!’s homepages in the United States and Canada and certain other Yahoo! properties designed to direct user traffic to Monster.com and Monster.ca.

On April 7, 2010, the Company received a request for additional information from the U.S. Federal Trade Commission (“FTC”) with respect to the proposed acquisition of the HotJobs Assets. The request for information from the FTC is part of the investigatory regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The Company responded expeditiously to this request and will continue to work cooperatively with the FTC in connection with this review. Completion of the transaction remains subject to the expiration or termination of the waiting period under the HSR Act and other customary closing conditions. The Company continues to expect the transaction to close during the third quarter of 2010.

In the three and six months ended June 30, 2010, the Company incurred $5,185 and $9,555, respectively, of acquisition related costs associated with the agreement to acquire the HotJobs Assets. These costs primarily relate to legal fees, professional fees and other costs associated with the acquisition. We expect to continue to incur significant acquisition related costs and integration fees in 2010 and the first half of 2011 relating to the acquisition of the HotJobs Assets.

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable based on the relative selling price. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE or third-party evidence is available. ASU 2009-13 is effective for revenue arrangements entered into in fiscal years beginning on or after June 15, 2010. The Company does not expect that the provisions of the new guidance will have a material effect on its consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements, which requires additional disclosures about the amounts of and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements. This standard also clarifies existing disclosure requirements related to the level of disaggregation of fair value measurements for each class of assets and liabilities and disclosures about inputs and valuation techniques used to measure fair value for both recurring and non-recurring Level 2 and Level 3 measurements. Since this new accounting standard only required additional disclosure, the adoption of the standard in the first quarter of 2010 did not impact the Company’s consolidated financial statements. Additionally, effective for interim and annual periods beginning after December 15, 2010, this standard will require additional disclosure and require an entity to present disaggregated information about activity in Level 3 fair value measurements on a gross basis, rather than one net amount.

4. EARNINGS PER SHARE

Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares. When the effects are dilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares, participating securities and the dilutive effect of all other stock-based compensation awards as determined under the treasury stock method. Certain stock options and stock issuable under employee compensation plans were excluded from the computation of earnings per share due to their anti-dilutive effect. A reconciliation of shares used in calculating basic and diluted earnings per share follows:

		Three Months Ended June 30,								Six Months Ended June 30,
(thousands of shares)		2010				2009				2010				2009
Basic weighted average shares outstanding			120,701				119,274				120,367				119,066
Effect of common stock equivalents — stock options and non-vested stock under employee compensation plans (1)			—				—				—				—
Diluted weighted average shares outstanding (1)			120,701				119,274				120,367				119,066
Weighted average anti-dilutive common stock equivalents (1)			7,068				11,250				7,384				11,216

5. STOCK-BASED COMPENSATION

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the vesting period, net of estimated forfeitures.

The Company awards non-vested stock to employees, directors and executive officers in the form of Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”), market-based RSAs and RSUs, stock options and performance-based RSAs and RSUs. The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approves all stock-based compensation awards. The Company uses the fair-market value of the Company’s common stock on the date the award is approved to measure fair-value for service-based awards, a Monte Carlo simulation model to determine both the fair-value and requisite service period of market-based awards and the Black-Scholes option-pricing model to determine the fair-value of stock option awards. The Company does not capitalize stock-based compensation costs. The Company presents as a financing activity in the consolidated statement of cash flows the benefits of tax deductions in excess of the tax-effected compensation of the related stock-based awards for the options exercised and RSAs and RSUs vested.

The Company recognized pre-tax compensation expense in the consolidated statement of operations related to stock-based compensation as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
Non-vested stock, included in salaries and related		$	10,744			$	9,816			$	20,868			$	19,965
Stock options, included in salaries and related			133				104				276				303
Total		$	10,877			$	9,920			$	21,144			$	20,268

During the first quarter of 2009, certain accrued bonuses were paid with 339,550 shares of common stock with a fair value of $2,275.

During the first six months of 2010, the Company granted an aggregate of 4,638,578 RSAs and 1,589,523 RSUs to approximately 3,600 employees, executive officers and directors of the Company. The RSAs and RSUs vest in various increments on the anniversaries of the individual grant dates, through June 2014, subject to the recipient’s continued employment or service through each applicable vesting date. The fair market value of RSA’s and RSUs vested during the six months ended June 30, 2010 is $24,751.

The Company’s non-vested stock activity for the six months ended June 30, 2010 is as follows:

						Weighted
						Average Fair
						Value at Grant
(thousands of shares)		Shares				Date
Non-vested at January 1, 2010			7,744			$	15.62
Granted			6,228				14.29
Forfeited			(417	)			15.21
Vested			(1,718	)			18.13
Non-vested at June 30, 2010			11,837			$	14.58

As of June 30, 2010, the unrecognized compensation expense related to non-vested stock was $144,866 which is being amortized over the requisite service periods on a straight-line basis.

The Company’s stock option activity for the six months ended June 30, 2010 is as follows:

										Weighted
						Weighted				Average				Aggregate
						Average Exercise				Contractual				Intrinsic
(thousands of shares)		Shares				Price				Term (in years)				Value
Outstanding at January 1, 2010			2,716			$	29.16
Exercised			(7	)			9.48
Forfeited/expired/cancelled			(270	)			37.51
Outstanding at June 30, 2010			2,439			$	28.24				3.03			$	623
Options exercisable at June 30, 2010			2,373			$	28.16				2.92			$	623

Aggregate intrinsic value is calculated as the difference between the closing market price of the Company’s common stock as of June 30, 2010 and the exercise price of the underlying options. During the six months ended June 30, 2010 and 2009, the aggregate intrinsic value of options exercised was $52 and $2, respectively. As of June 30, 2010, the unrecognized compensation expense for stock options was $573 which is being amortized over the requisite service periods on a straight-line basis.

6. BUSINESS COMBINATIONS

On July 28, 2009, the Company’s Internet Advertising & Fees segment purchased CinCHouse LLC, a business that provides a social networking site for women in the military and military spouses. Consideration for the acquisition was $600, of which $300 was paid in cash in the third quarter of 2009 with the remaining consideration to be paid in future periods.

The Company is not including pro forma financial information as this acquisition was not considered to be significant subsidiary of the Company.

7. FAIR VALUE MEASUREMENT

The Company values its assets and liabilities using the methods of fair value as described in Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial Accounting Standards (“SFAS”) 157). ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Level 1 is defined as observable inputs, such as quoted prices in active markets; Level 2 is defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counter-party credit risk in its assessment of fair value. There have been no transfers of assets or liabilities between the fair value measurement classifications in the six months ended June 30, 2010.

The Company has certain assets that are required to be recorded at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States. These assets include cash equivalents and available-for-sale securities. The following table summarizes those assets measured at fair value on a recurring basis as of June 30, 2010:

		Level 1				Level 2				Level 3				Total
Assets:
Money market funds		$	18,875			$	—			$	—			$	18,875
Bank time deposits			—				41,956				—				41,956
Commercial paper			—				103,069				—				103,069
Government bonds — U.S.			—				58,993				—				58,993
Government bonds — foreign			—				12,051				—				12,051
Tax exempt auction rate securities (See Note 8)			—				—				12,394				12,394
Total Assets		$	18,875			$	216,069			$	12,394			$	247,338

The Company has certain liabilities that are required to be recorded at fair value on a non-recurring basis, summarized as follows as of June 30, 2010:

		Level 1				Level 2				Level 3				Total
Liabilities:
Lease exit liabilities		$	—			$	—			$	19,347			$	19,347
Total Liabilities		$	—			$	—			$	19,347			$	19,347

The lease exit liabilities relate to vacated facilities associated with previously discontinued operations and realignment activities of the Company and are recorded as short-term liabilities in the consolidated balance sheet as of June 30, 2010. The fair value of the Company’s lease exit liabilities within the Level 3 classification is based on a discounted cash flow model applied over the remaining term of the leased property.

The changes in the fair value of the Level 3 assets and liabilities are as follows:

		Tax Exempt
		Auction Rate
		Bonds
Balance, December 31, 2009		$	23,560
Redemptions			(12,300	)
Realized and unrealized gain included in interest and other, net			1,134
Balance, June 30, 2010		$	12,394

		Lease Exit
		Liability
Balance, December 31, 2009		$	25,112
Expense			700
Cash Payments			(6,465	)
Balance, June 30, 2010		$	19,347

The carrying value for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company’s debt relates to borrowings under its credit facility and term loan (see Note 12), which approximates fair value due to market interest rates.

8. INVESTMENTS

Marketable Securities

As of June 30, 2010, the Company held $12,750 (at par and cost value) of investments in auction rate securities. These securities are variable-rate debt instruments whose underlying agreements have contractual maturities of up to 28 years that have been issued by state-related higher-education agencies and are collateralized by student loans guaranteed by the U.S. Department of Education. These auction rate securities were intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, usually every 35 days, allowing investors to either roll over their holdings or gain immediate liquidity by selling such auction rate securities at par. Since mid-February 2008, liquidity issues in the global credit markets have resulted in the failure of auctions representing all of the Company’s auction rate securities, as the amount of securities submitted for sale in those auctions exceeded the amount of bids. The funds associated with failed auctions will not be accessible until a successful auction occurs, a buyer is found outside of the auction process, the issuers redeem their bonds or the bonds mature according to contractual terms. As a result of the persistent failed auctions, and the uncertainty of when these investments could be successfully liquidated at par, the Company has classified all of its investments in auction rate bonds as available-for-sale securities, which are recorded as non-current marketable securities (with the exception of the $8,300 par value auction rate securities marketed and sold by UBS as of June 30, 2010, see below) in the consolidated balance sheets as of June 30, 2010 and December 31, 2009. Typically, when auctions are successful, the fair value of auction rate securities approximates par value due to the frequent interest rate resets.

While the Company continues to earn interest on its auction rate securities at the maximum contractual rate (which was a blended rate of 0.58% at June 30, 2010) and there has been no payment default with respect to such securities, these investments are not currently trading and therefore do not currently have a readily determinable market value. Accordingly, the estimated fair value of these auction rate securities no longer approximates par value. To estimate the fair value of these auction rate securities, the Company used third party valuation and other available market observables that considered, among other factors, (a) the credit quality of the underlying collateral (typically student loans); (b) the financial strength of the counterparties (typically state related higher education agencies) and the guarantors (including the U.S. Department of Education); (c) an estimate of when the next successful auction date will occur; and (d) the formula applicable to each security which defines the interest rate paid to investors in the event of a failed auction, forward projections of the interest rate benchmarks specified in such formulas, a tax exempt discount margin for the cash flow discount and all applicable embedded options such as the put, call and sinking fund features. The Company also used available data sources for market observables, which were primarily derived from third party research provided by, or available from, well-recognized research entities and sources. To the extent market observables were not available as of the valuation date, a statistical model was used to project the variables based on the historical data and, in cases where historical data was not available, comparable securities or a benchmark index was identified and used for estimation. When comparable securities or a benchmark index were not available, either industrial averages or standard assumptions based on industry practices were used.

Based on these valuations, the auction rate securities with an original par value and cost of $12,750 were recorded at a fair value of $12,394 as of June 30, 2010. The impairment of these securities was deemed to be other-than-temporary in the fourth quarter of 2009 and resulted in an unrealized loss of $506 reported in interest and other, net, in the consolidated statement of operations for the fiscal year ended December 31, 2009, of which $150 of this unrealized loss was reversed in the second quarter of 2010 relating to auction rate securities marketed and sold by UBS (see below). The instability in the credit markets may affect the Company’s ability to liquidate these auction rate securities in the short term. The Company believes that the failed auctions experienced to date are not a result of the deterioration of the underlying credit quality of the securities. The Company will continue to evaluate the fair value of its investments in auction rate securities each reporting period.

Included in the Company’s auction rate securities portfolio are approximately $8,300 of auction rate securities which were marketed and sold by UBS. On November 11, 2008, the Company accepted a settlement with UBS pursuant to which UBS issued to the Company Series C-2 Auction Rate Securities Rights (the “ARS Rights”). The ARS Rights provided the Company the right to receive the par value of our UBS-brokered auction rate securities plus accrued but unpaid interest. The settlement provided that the Company may require UBS to purchase its UBS-brokered auction rate securities at par value at any time between June 30, 2010 and July 2, 2012. In the fiscal year ended December 31, 2009, the Company recorded an other-than temporary unrealized loss of $150 relating to the fair value adjustment of these UBS-brokered auction rate securities, which was charged to interest and other, net, in the consolidated statement of operations. On June 30, 2010, the Company exercised its option with UBS and required UBS to purchase its UBS-brokered auction rate securities at par value on June 30, 2010. The Company received $8,300 from UBS on July 1, 2010. Accordingly, the Company reversed the previously recognized unrealized loss of $150 in the second quarter of 2010. Additionally, the Company expensed the fair value of the put option associated with the UBS-brokered auction rate securities of $138 in the second quarter of 2010, which was originally recorded in the fiscal year ended December 31, 2009. The Company has classified these UBS-brokered auction rate securities as current in the consolidated balance sheet as of June 30, 2010.

In the first six months of 2010, the Company received at par value $12,300 from issuer redemptions of auction rate securities. The redemption of these auction rate securities resulted in a $984 benefit recorded in interest and other, net, in the consolidated statement of operations for the six months ended June 30, 2010 as the Company previously recorded an other-than-temporary impairment on these auction rate securities in the fourth quarter of 2009.

In November 2009, the Company entered into a settlement agreement with RBC Capital Markets Corporation (“RBC”) with respect to auction rate securities purchased from RBC. Pursuant to the terms of the settlement agreement, RBC immediately repurchased the subject auction rate securities from the Company at a certain discount to their par value. The Company will receive certain additional monies from RBC if, within a certain time period of the date of the execution of the settlement agreement, any of the auction rate securities still held by RBC are redeemed or refinanced by the issuer for sums higher than the amounts RBC paid the Company to repurchase such auction rate securities. As part of the settlement agreement, the Company dismissed a lawsuit it had filed against RBC in connection with, and released claims related to, RBC’s sale of the auction rate securities to the Company. Accordingly, the Company recorded a realized loss of $4,824 in the fourth quarter of 2009 relating to the settlement with RBC, which was reflected in interest and other, net in the consolidated statement of operations for the fiscal year ended December 31, 2009. In the second quarter of 2010, the Company received $1,120 from RBC relating to auction rate securities which were redeemed by the issuer for sums higher than the amounts RBC paid the Company to repurchase such auction rate securities. The Company’s receipt of $1,120 from RBC resulted in a $1,120 benefit recorded in interest and other, net, in the consolidated statement of operations for the six months ended June 30, 2010.

The Company’s available-for-sale investments reported as current and non-current marketable securities as of June 30, 2010 are as follows:

						Gross				Gross
						Unrealized				Unrealized				Estimated
Current		Cost				Losses				Gains				Fair Value
Tax-exempt auction rate bonds		$	8,300			$	—			$	—			$	8,300
Total		$	8,300			$	—			$	—			$	8,300
Non-current
Tax-exempt auction rate bonds		$	4,450			$	356			$	—			$	4,094
Total		$	4,450			$	356			$	—			$	4,094

The Company reviews impairments associated with the above to determine the classification of the impairment as “temporary” or “other-than-temporary” in accordance with ASC 320 (formerly FASB Staff Position Nos. SFAS 115-1 and 124-1, The Meaning of Other-Than-Temporary-Impairment and Its Application to Certain Investment and FSP 115-1 and 124-2). A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive income component of stockholders’ equity. Such an unrealized loss does not reduce net income for the applicable accounting period because the loss is not viewed as other-than-temporary. As of June 30 2010, the Company believes that all of the impairment of its auction rate securities investments is other-than-temporary. The factors evaluated to differentiate between temporary and other-than-temporary include the security’s projected future cash flows, credit ratings actions and assessment of the credit quality of the underlying collateral, as well as the Company’s intent to sell the security and whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery of the amortized costs basis. While the recent auction failures may limit the Company’s future ability to liquidate these investments, the Company does not believe the auction failures will materially impact its ability to fund its working capital needs, capital expenditures, stock repurchases, acquisitions or other business requirements.

Equity Investments

The Company accounts for investments through which a non-controlling interest is held using the equity method of accounting, recording its owned percentage of the investment’s net results of operations in loss in equity interests, net, in the Company’s consolidated statement of operations. Such losses reduce the carrying value of the Company’s investment and gains increase the carrying value of the Company’s investment. Dividends paid by the equity investee reduce the carrying amount of the Company’s investment.

The Company has a 25% equity investment in a company located in Finland related to a business combination completed in 2001. The Company received a dividend of $220 in the first quarter of 2010 for this investment. Additionally, the Company received a dividend of $763 in the second quarter of 2009 for this investment. The carrying value of the investment was $231 as of June 30, 2010 and was recorded on the consolidated balance sheet as a component of investment in unconsolidated affiliates.

In the fourth quarter of 2008, the Company acquired a 50% equity interest in a company located in Australia. In the six months ended June 30, 2010 and 2009, the Company expended $2,900 and $3,314, respectively, for additional working capital requirements relating to the Australian investment. The carrying value of the investment was $409 as of June 30, 2010 and was recorded on the consolidated balance sheet as a component of investment in unconsolidated affiliates.

Income and loss in equity interests, net, are based upon unaudited financial information and are as follows (by equity investment):

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
Australia		$	(918	)		$	(1,193	)		$	(1,868	)		$	(2,533	)
Finland			111				3				230				104
Loss in equity interests, net		$	(807	)		$	(1,190	)		$	(1,638	)		$	(2,429	)

9. RESTRUCTURING AND OTHER SPECIAL CHARGES

On July 30, 2007, the Company announced a strategic restructuring plan intended to position the Company for sustainable long-term growth in the rapidly evolving global online recruitment and advertising industry. The restructuring plan was originally designed to reduce the Company’s workforce by approximately 800 associates. Subsequent to the announcement of this plan, the Company identified approximately 100 associates in the customer service function who would stay with the Company. Through June 30, 2009, when all of the initiatives relating to the 2007 restructuring program were complete, the Company had notified or terminated approximately 700 associates and approximately 140 associates had voluntarily left the Company. These initiatives were implemented to reduce the growth rate of operating expenses and provide funding for investments in new product development and innovation, enhanced technology, global advertising campaigns and selective sales force expansion. Since the inception of the 2007 restructuring program through the completion of the program in the second quarter of 2009, the Company incurred $49,109 of restructuring expenses. The Company will not incur any new charges in the future relating to this program.

Restructuring and other special charges and related liability balances are as follows:

										Cash				Non-Cash
		December 31, 2009				Expense				Payments				Utilization				June 30, 2010
Workforce reduction		$	1,876			$	—			$	(990	)		$	—			$	886
Consolidation of office facilities			1,982				—				(1,006	)			—				976
Other costs and professional fees			237				—				(64	)			—				173
Total		$	4,095			$	—			$	(2,060	)		$	—			$	2,035

10. PROPERTY AND EQUIPMENT, NET

The Company’s property and equipment balances net of accumulated depreciation are as follows:

		June 30, 2010				December 31, 2009
Capitalized software costs		$	199,947			$	190,454
Furniture and equipment			29,689				30,128
Leasehold improvements			32,700				31,803
Computer and communications equipment			179,925				173,720
			442,261				426,105
Less: accumulated depreciation			305,440				282,378
Property and equipment, net		$	136,821			$	143,727

Depreciation expense was $28,303 and $28,248 for the six months ended June 30, 2010 and 2009, respectively.

Additionally, during 2009, the Company recorded $3,848 of restructuring charges relating to accelerated amortization associated with certain capitalized software costs which were abandoned in the second quarter of 2009 as well as $873 of asset impairment write-offs associated with the consolidation of office facilities.

11. FINANCIAL DERIVATIVE INSTRUMENTS

The Company uses 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 inter-company accounts receivable.

The fair value gain (loss) position (recorded in interest and other, net, in the consolidated statements of operations) of our derivatives at June 30, 2010 and December 31, 2009 are as follows:

		June 30, 2010
		Notional Balance		Maturity Date		Accrued Expenses
Designated as Hedges under ASC 815
None		—		—		$	—
Not Designated as Hedges under ASC 815
Foreign currency exchange forwards		$16,873 consisting of 10 different currency pairs		July — August 2010			(106	)
Foreign currency exchange option		$5,232 Korean Won put/U.S. Dollar call		July 2010			20
Total Derivative Instruments						$	(86	)

		December 31, 2009
		Notional Balance		Maturity Date		Prepaid Expenses
Designated as Hedges under ASC 815
None		—		—		$	—
Not Designated as Hedges under ASC 815
Foreign currency exchange forwards		$21,864 consisting of 10 different currency pairs		January — April 2010			77
Total Derivative Instruments						$	77

During the six months ended June 30, 2010 and June 30, 2009, net gains of $202 and net losses of $2,061, respectively, from realized net gains and net losses and changes in the fair value of our forward contracts, were recognized in other income in the consolidated statement of operations.

12. FINANCING AGREEMENTS

In December 2007, the Company entered into a senior unsecured revolving credit facility that provided for maximum borrowings of $250,000. On August 31, 2009 (the “Amendment Closing Date”), with the objective of availing itself of the benefits of an improved credit market in an ongoing unstable macroeconomic environment, the Company amended certain terms and increased its borrowing capability under its existing credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement maintains the Company’s existing $250,000 revolving credit facility and provides for a new $50,000 term loan facility, providing for a total of $300,000 in credit available to the Company. The revolving credit facility and the term loan facility each mature on December 21, 2012. The term loan is subject to annual amortization of principal, with $5,000 payable on each anniversary of the Amendment Closing Date and the remaining $35,000 due at maturity.

The Amended Credit Agreement provides for increases in the interest rates applicable to borrowings and increases in certain fees. Borrowings under the Amended Credit Agreement will bear interest at a rate equal to (i) LIBOR plus a margin ranging from 300 basis points to 400 basis points depending, on the Company’s ratio of consolidated funded debt to trailing four-quarter consolidated earnings before interest, taxes, depreciation and amortization (the “Consolidated Leverage Ratio”) as defined in Amended Credit Agreement or (ii) for Dollar-denominated loans only, and upon the Company’s election, the sum of (A) the highest of (1) the credit facility’s administrative agent’s prime rate, (2) the sum of 0.50% plus the overnight federal funds rate on such day or (3) subject to certain exceptions, the sum of 1.00% plus the 1-month LIBOR rate, plus (B) a margin ranging from 200 basis points to 300 basis points depending on the Company’s Consolidated Leverage Ratio. In addition, the Company will be required to pay the following fees: (i) a fee on all outstanding amounts of letters of credit at a rate per annum ranging from 300 basis points to 400 basis points (which rate is based on the Consolidated Leverage Ratio); and (ii) a commitment fee on the unused portion of the revolving credit facility at a rate per annum ranging from 50 basis points to 75 basis points (which rate is based on the Consolidated Leverage Ratio). The Company is no longer required to pay a utilization fee on outstanding loans and letters of credit under any circumstances.

The Amended Credit Agreement also increased the maximum permitted Consolidated Leverage Ratio to: (a) 3.50:1.00 for the period beginning on August 31, 2009 and ending on September 29, 2010; (b) 3.00:1.00 for the period beginning on September 30, 2010 and ending on September 29, 2011; and (c) 2.75:1.00 beginning on September 30, 2011 and any time thereafter. The Company may repay outstanding borrowings at any time during the term of the credit facility without any prepayment penalty. The Amended Credit Agreement contains covenants which restrict, among other things, the ability of the Company to borrow, create liens, pay dividends, repurchase its common stock, acquire businesses and other investments, enter into new lines of business, dispose of property, guarantee debts of others or, lend funds to affiliated companies and contains requirements regarding the maintenance of certain financial statement amounts and ratios, all as provided in the Amended Credit Agreement. In January 2010, the Company received a technical amendment to the permitted investments section of the Amended Credit Agreement to accommodate the particular legal structure of the acquisition of the HotJobs business. (see Note 2). As of June 30, 2010, the Company was in full compliance with its covenants.

Also on the Amendment Closing Date, the Company entered into the U.S. Pledge Agreement which along with subsequent separate pledge agreements shall cause the Company’s obligations under the Amended Credit Agreement to be secured by a pledge of: (a) all of the equity interests of the Company’s domestic subsidiaries (other than certain specified inactive subsidiaries) and (b) 65% of the equity interests of each first-tier material foreign subsidiary of the Company.

At June 30, 2010, the utilized portion of this credit facility was $50,000 in borrowings on the term loan facility, no borrowings on the revolving credit facility and $1,581 for standby letters of credit. The portion of the borrowings on the term loan that is due within one year, which represents $5,000 of the total borrowings, is classified as short-term on the consolidated balance sheet as of June 30, 2010 and the remaining borrowings on the term loan of $45,000 is classified as long-term. As of June 30, 2010, $248,419 was unused on the Company’s revolving credit facility, of which $191,546 is available to the Company to be used based on the maximum Consolidated Leverage Ratio. At June 30, 2010, the one month US Dollar LIBOR rate, the credit facility’s administrative agent’s prime rate, and the overnight federal funds rate were 0.35%, 3.25% and 0.09%, respectively. As of June 30, 2010, the Company used the one month US Dollar LIBOR rate for the interest rate on these term loan borrowings with an interest rate of 3.60%.

13. COMPREHENSIVE LOSS (INCOME)

The Company’s comprehensive loss is as follows:

		Three Months ended								Six Months ended
		June 30,								June 30,
		2010				2009				2010				2009
Net loss		$	(2,957	)		$	(1,370	)		$	(27,136	)		$	(11,711	)
Foreign currency translation adjustment			(27,862	)			19,054				(43,559	)			2,434
Net unrealized loss on available-for-sale securities			—				979				—				125
Comprehensive loss (income)		$	(30,819	)		$	18,663			$	(70,695	)		$	(9,152	)

14. INCOME TAXES

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates globally with operations in various tax jurisdictions outside the United States. Accordingly, the effective income tax rate is a composite rate reflecting the earnings in the various tax jurisdictions and the applicable rates. 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.

The Company is currently under examination by several domestic and international tax authorities, including the United States Internal Revenue Service. Presently, no material adjustments have been proposed. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. The gross recorded liability for uncertain tax positions (inclusive of estimated interest and penalties thereon) at June 30, 2010 and December 31, 2009 is recorded as long-term taxes payable of $90,813 and $87,343, respectively. Interest and penalties related to underpayment of income taxes are classified as a component of income tax expense in the consolidated statement of operations. The Company estimates that it is reasonably possible that unrecorded tax benefits may be reduced by as much as $5,000 in the next twelve months due to expirations of statutes of limitations or settlement of tax examinations. The tax matters concerned relate to the allocation of income among jurisdictions.

15. SEGMENT AND GEOGRAPHIC DATA

The Company conducts business in three reportable segments: Careers — North America, Careers — International and Internet Advertising & Fees. Corporate operating expenses are not allocated to the Company’s reportable segments.

Primarily resulting from the acquisition of ChinaHR, the Company’s Chief Operating Decision Maker (“CODM”) began reviewing the operating results of ChinaHR and initiated the process of making resource allocation decisions for ChinaHR separately from the Careers — International operating segment (which ChinaHR was formerly a part of). Accordingly, beginning in 2009, the Company has the following four operating segments: Careers — North America, Careers — International, Careers — China and Internet Advertising & Fees. Pursuant to ASC 280, Segments, due to the economic similarities of both operating segments, the Company aggregates the Careers — International and Careers — China operating segments into one reportable segment: Careers — International. See Note 1 for a description of the Company’s reportable segments.

The following tables present the Company’s operations by reportable segment and by geographic region:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Revenue		2010				2009				2010				2009
Careers — North America		$	96,948			$	101,799			$	193,905			$	220,983
Careers — International			86,860				88,598				172,484				192,263
Internet Advertising & Fees			31,109				32,660				63,833				64,214
Revenue		$	214,917			$	223,057			$	430,222			$	477,460

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Operating (Loss) Income		2010				2009				2010				2009
Careers — North America		$	17,454			$	10,918			$	13,682			$	11,747
Careers — International			(4,536	)			(2,019	)			(17,948	)			(2,690	)
Internet Advertising & Fees			546				4,925				1,782				8,483
Corporate expenses			(17,344	)			(14,163	)			(36,270	)			(32,673	)
Operating loss		$	(3,880	)		$	(339	)		$	(38,754	)		$	(15,133	)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Depreciation and Amortization		2010				2009				2010				2009
Careers — North America		$	6,490			$	7,662			$	13,341			$	14,962
Careers — International			6,979				7,430				14,415				14,691
Internet Advertising & Fees			2,135				1,751				4,368				3,409
Corporate expenses			88				102				172				203
Depreciation and amortization		$	15,692			$	16,945			$	32,296			$	33,265

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Restructuring and Other Special Charges		2010				2009				2010				2009
Careers — North America		$	—			$	1,487			$	—			$	3,758
Careers — International			—				3,278				—				10,368
Internet Advertising & Fees			—				171				—				616
Corporate expenses			—				161				—				1,363
Restructuring and other special charges		$	—			$	5,097			$	—			$	16,105

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Revenue by Geographic Region (a)		2010				2009				2010				2009
United States		$	122,568			$	130,184			$	246,813			$	276,154
Germany			16,731				17,697				32,299				39,899
Other foreign			75,618				75,176				151,110				161,407
Revenue		$	214,917			$	223,057			$	430,222			$	477,460

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

Total Assets by Segment		June 30, 2010				December 31, 2009
Careers — North America		$	586,709			$	614,363
Careers — International			673,985				717,574
Internet Advertising & Fees			180,908				184,157
Corporate			153,285				171,303
Shared assets (b)			137,831				139,793
Total assets		$	1,732,718			$	1,827,190

Long-lived Assets by Geographic Region (c)		June 30, 2010				December 31, 2009
United States		$	103,211			$	107,004
International			33,610				36,723
Total long-lived assets		$	136,821			$	143,727

16. LEGAL MATTERS

The Company is involved in various legal proceedings that are incidental to the conduct of its business. Aside from the matters discussed below, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition or results of operations.

In May 2010, Site Update Solutions LLC filed suit against the Company for allegedly infringing a patent relating to search engine databases. The lawsuit-entitled Site Update Solutions LLC v. Accor North America, Inc., et al. (Civil Action No. 2:10-cv-151) is pending in the United States District Court for the Eastern District of Texas and there are 34 other named defendants. The plaintiff seeks monetary damages, attorney’s fees and other costs. The Court has not yet entered a schedule in the case. The Company intends to vigorously defend this matter.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Monster Worldwide, Inc.

New York, New York

We have reviewed the consolidated balance sheet of Monster Worldwide, Inc. (the “Company”) as of June 30, 2010, and the related consolidated statements of operations for the three and six month periods ended June 30, 2010 and 2009 and cash flows for the six month periods ended June 30, 2010 and 2009 included in the accompanying Securities and Exchange Commission Form 10-Q for the period ended June 30, 2010. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with the accounting principles generally accepted in the United States.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of Monster Worldwide, Inc. as of December 31, 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 4, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2009 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ BDO USA, LLP

BDO USA, LLP
New York, New York
July 30, 2010

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Monster Worldwide, Inc. (together with its consolidated subsidiaries, the “Company,” “Monster Worldwide,” “we,” “our” or “us”) makes forward-looking statements in this report and in other reports and proxy statements that we file with the United States Securities and Exchange Commission (the “SEC”). Except for historical information contained herein, the statements made in this report constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve certain risks and uncertainties, including statements regarding our strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among other things, the global economic and financial market environment; our ability to maintain and enhance the value of our brands, particularly Monster; competition; fluctuations in our quarterly operating results; our ability to adapt to rapid developments in technology; our ability to continue to develop and enhance our information technology systems; concerns related to our privacy policies and our compliance with applicable data protection laws and regulations; intrusions on our systems; interruptions, delays or failures in the provision of our services; our vulnerability to intellectual property infringement claims brought against us by others; our ability to protect our proprietary rights and maintain our rights to use key technologies of third parties; our ability to identify future acquisition opportunities or partners and the risk that future acquisitions or partnerships may not achieve the expected benefits to us; our ability to manage future growth; the ability of our divested businesses to satisfy obligations related to their operations; risks related to our foreign operations; our ability to expand our operations in international markets; our ability to attract and retain talented employees, including senior management; potential write-downs if our goodwill or amortizable intangible assets become impaired; adverse determinations by domestic and/or international taxation authorities related to our estimated tax liabilities; effects of anti-takeover provisions in our organizational documents that could inhibit the acquisition of Monster Worldwide by others; volatility in our stock price; risks associated with government regulation; the outcome of litigation we may become involved in from time to time; and other risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, “Item 1A. Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2009.

Overview

Monster Worldwide is the premier global online employment solution provider, inspiring people to improve their lives, with a presence in approximately 50 countries around the world. We have built on Monster’s brand and created worldwide awareness by offering online recruiting solutions that we believe are redefining the way employers and job seekers connect. For employers, our goal is to provide the most effective solutions and easiest to use technology to simplify the hiring process and deliver access to our community of job seekers. For job seekers, our purpose is to help improve their careers by providing work-related content, services and advice.

Our services and solutions include searchable job postings, resume databases, recruitment media solutions throughout our network and other career-related content. Job seekers can search our job postings and post their resumes for free on each of our career websites. Employers pay to post jobs, search our resume database and access other career-related services.

Our investments in our technology platform have allowed us to deliver these innovative products and services on time and on a global basis. We have consolidated several technology systems and have created a platform that is more secure, scalable and redundant. Additionally, in 2008, we acquired Trovix Inc., a business that provides career-related products and services that utilize advanced search technology, focusing on key attributes such as skills, work history and education. We recently launched our Monster Power Resume Search^TM product to customers in the United States and the United Kingdom, which is our innovative and proprietary semantic resume and job search database product based upon Trovix search technology. Our Power Resume Search product is the first of several new employer products we expect to launch from our 6Sense™ technology platform.

Our strategy has been to grow our business both organically and through strategic acquisitions and alliances in which the perceived growth prospects fit our long-term strategic growth plan. We believe the long-term growth opportunities overseas are particularly large and believe that we are positioned to benefit from our expanded reach and increased brand recognition around the world. We believe we are positioned to benefit from the continued secular shift towards online recruiting. In addition, through a balanced mix of investment, strategic acquisitions and disciplined operating focus and execution, we believe we can take advantage of this online migration to significantly grow our international business over the next several years.

We also operate a network of websites that connect companies to highly targeted audiences at critical stages in their lives. Our goal is to offer compelling online services for the users of such websites through personalization, community features and enhanced content. We believe there are significant opportunities to monetize this web traffic through lead generation, display advertising and other consumer related products. We believe that these properties appeal to advertisers and other third parties as they deliver certain discrete demographics entirely online.

Agreement to Acquire HotJobs Business from Yahoo! Inc.

On February 3, 2010, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Yahoo! Inc. (“Yahoo!”), pursuant to which the Company has agreed to acquire from Yahoo! certain assets exclusive to Yahoo! HotJobs (the “HotJobs Assets”) for a purchase price of $225.0 million in cash, payable at the closing of the transaction. The closing is subject to customary conditions, including the receipt of requisite antitrust approvals. Either party may terminate the Asset Purchase Agreement, subject to certain exceptions, (i) in the event of an uncured breach of the Asset Purchase Agreement by the other party, (ii) if the closing has not occurred by August 25, 2010 (the “Termination Date”), provided that the Termination Date may be extended by up to nine additional months, in Yahoo!’s sole discretion, in connection with any antitrust related regulatory action or proceeding, (iii) if a legal restraint would prevent the consummation of the closing or (iv) if either party is compelled by a government authority to sell, hold separate or otherwise dispose of all or any portion of the HotJobs Assets or limit the operation of the HotJobs business.

In connection with the transaction, the Company and Yahoo! entered into certain other ancillary agreements to be effective as of the closing of the acquisition, including (i) a license agreement, pursuant to which Yahoo! will grant to the Company a license of certain patents and trade secrets for use by the Company, and the Company will agree to grant back to Yahoo! a license of the technology, trade secrets and patents assigned to the Company under the Asset Purchase Agreement, (ii) a transition services agreement to ensure the Company’s ability to operate the HotJobs business for a period of six months following the closing (as such time period may be extended at the Company’s discretion by up to three additional months) and (iii) a commercial traffic agreement, pursuant to which Yahoo! has agreed to place hyperlinks on Yahoo!’s homepages in the United States and Canada and certain other Yahoo! properties designed to direct user traffic to Monster.com and Monster.ca.

On April 7, 2010, the Company received a request for additional information from the U.S. Federal Trade Commission (“FTC”) with respect to the proposed acquisition of the HotJobs Assets. The request for information from the FTC is part of the investigatory regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The Company responded expeditiously to this request and will continue to work cooperatively with the FTC in connection with this review. Completion of the transaction remains subject to the expiration or termination of the waiting period under the HSR Act and other customary closing conditions. The Company continues to expect the transaction to close during the third quarter of 2010.

In the three and six months ended June 30, 2010, the Company incurred $5.2 million and $9.6 million, respectively, of acquisition related costs associated with the agreement to acquire the HotJobs Assets. These costs primarily relate to legal fees, professional fees and other costs associated with the acquisition. We expect to continue to incur significant acquisition related costs and integration fees in 2010 and in the first half of 2011 relating to the acquisition of the HotJobs Assets.

Business Combinations

For the period from January 1, 2009 through June 30, 2010, we completed one business combination. The acquired business was not considered to be a significant subsidiary and does not affect the comparability of results from period to period.

Acquired Business		Acquisition Date				Business Segment
CinCHouse LLC		July 28, 2009				Internet Advertising & Fees

Restructuring Program

We have recorded significant charges and accruals in connection with our 2007 restructuring initiatives and prior business reorganization programs. These accruals include estimates pertaining to future lease obligations, employee separation costs and the settlements of contractual obligations resulting from our actions. These initiatives were implemented to reduce the growth rate of operating expenses in certain areas and to focus more of our resources on new product development and innovation, enhanced technology, global advertising campaigns and selective sales force expansion. Since the inception of the 2007 restructuring program, we incurred $49.1 million of restructuring expenses. We completed all of the initiatives relating to the 2007 restructuring program in the second quarter of 2009, and no new charges will be incurred in the future relating to this program.

Results of Operations

Consolidated operating results as a percentage of revenue for the three and six months ended June 30, 2010 and 2009 are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Revenue			100.0	%			100.0	%			100.0	%			100.0	%
Salaries and related			53.5	%			50.9	%			56.6	%			49.4	%
Office and general			26.5	%			26.8	%			27.7	%			25.5	%
Marketing and promotion			21.8	%			20.2	%			24.8	%			24.8	%
Restructuring and other special charges			0.0	%			2.3	%			0.0	%			3.4	%
Total operating expenses			101.8	%			100.2	%			109.0	%			103.2	%
Operating loss			(1.8	)%			(0.2	)%			(9.0	)%			(3.2	)%
Interest and other, net			0.4	%			0.0	%			0.1	%			0.3	%
Loss before income taxes and loss in equity interests			(1.4	)%			(0.1	)%			(9.0	)%			(2.9	)%
Benefit from income taxes			0.4	%			0.0	%			3.0	%			1.0	%
Loss in equity interests, net			(0.4	)%			(0.5	)%			(0.4	)%			(0.5	)%
Net loss			(1.4	)%			(0.6	)%			(6.3	)%			(2.5	)%

The Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009

Consolidated Revenue, Operating Expenses and Operating Loss

Consolidated revenue, operating expenses and operating loss for the three months ended June 30, 2010 and 2009 are as follows:

						% of								% of				Increase				% Increase
(dollars in thousands)		2010				Revenue				2009				Revenue				(Decrease)				(Decrease)
Revenue		$	214,917				100.0	%		$	223,057				100.0	%		$	(8,140	)			(3.6	)%
Salaries and related			114,966				53.5	%			113,484				50.9	%			1,482				1.3	%
Office and general			56,906				26.5	%			59,862				26.8	%			(2,956	)			(4.9	)%
Marketing and promotion			46,925				21.8	%			44,953				20.2	%			1,972				4.4	%
Restructuring and other special charges			—				0.0	%			5,097				2.3	%			(5,097	)			(100.0	)%
Operating expenses			218,797				101.8	%			223,396				100.2	%			(4,599	)			(2.1	)%
Operating loss		$	(3,880	)			(1.8	)%		$	(339	)			(0.2	)%		$	(3,541	)			1044.5	%

Our consolidated revenue decreased $8.1 million, or 3.6%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.8 million of unfavorable foreign exchange impact, which represents the smallest year over year percentage decrease in revenue since the third quarter of 2008. Our Careers — International experienced a 2.0% decrease in revenue and Careers — North America experienced a 4.8% decrease in revenue. Since 2008, both of the Company’s Careers’ segments have been negatively impacted by the global recession, which reduced overall hiring demand and forced our customers to reduce their job posting and resume database usage. Accordingly, the deferred revenue balance at the beginning of the second quarter of 2009 was $344.9 million, or $39.9 million higher than the deferred revenue balance at the beginning of the second quarter 2010 of $305.0 million. As such, revenue recognized in the second quarter of 2010 was negatively impacted by the lower beginning deferred revenue balance when compared to the second quarter of 2009. However, we are continuing to see improvements in our global business activity, with the second quarter of 2010 generating increased bookings (which represent the value of contractual orders received during the relevant period) in most sectors of the North American market (particularly within our large enterprise and e-commerce customer sectors as well as Canada), and most countries within Europe (driven by strong bookings growth in central and southern Europe), as well as strong growth in our Asian markets (particularly in Korea, India and China). We believe the increased bookings in these areas are a result of the improvement in the global economy as well as the improvements the Company has made in the customer value proposition. In the fourth quarter of 2009, we launched our Power Resume Search product to customers within the U.S., which is the first of several new employer products we expect to launch from our 6Sense technology platform, and we believe the continued rollout of the product in 2010, which included the launch in the United Kingdom in the second quarter of 2010, will drive new customer sales in resume search and some of our combined Career product packages. Our Internet Advertising & Fees revenue decreased 4.7% in the second quarter of 2010 compared to the same period of 2009, primarily resulting from decreased offline display advertising in 2010.

Salary and related expenses increased $1.5 million, or 1.3%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.4 million of favorable foreign exchange impact. This increase in salaries and related expenses resulted primarily from increased costs associated with the reintroduction of certain employee incentive programs which were modified in 2009, increased variable compensation costs for the Company’s sales force resulting from increased booking activity and increased stock-based compensation resulting from our broader equity and incentive programs. These increases were partially offset by decreased regular salary costs primarily associated with reduced headcount in 2010 compared to 2009.

Office and general expenses decreased $3.0 million, or 4.9%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.1 million of favorable foreign exchange impact. This decrease in office and general expenses resulted primarily from decreased legal fees in 2010 due to the completion of the investigation of our historical stock option grant practices, decreased bad debt expense as well as a partial reversal of a previously recorded contingency resulting from a legal settlement in the second quarter of 2010. These reductions were partially offset by increased legal and professional fees in 2010 primarily relating to the HotJobs acquisition.

Marketing and promotion expenses increased $2.0 million, or 4.4%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.1 million of favorable foreign exchange impact. This increase in marketing and promotion expenses in 2010 results primarily from our Careers — International segment, where we have continued to invest in the Asian market and in Europe where we increased online marketing activities to support the initial promotion of Power Resume Search, as well as increased online media costs in our Internet Advertising & Fees segment, primarily associated with our lead generation business. These increases in expenses in our Careers — International and Internet Advertising & Fees segments were partially offset by reduced marketing and promotion expenses in our Careers — North America segment, resulting from a more focused and efficient spending program in the second quarter of 2010.

The 2007 restructuring program was completed in the second quarter of 2009 and, accordingly, no restructuring charges were recorded in the second quarter of 2010.

Our consolidated operating loss was $3.9 million in the second quarter of 2010, compared to an operating loss of $0.3 million in the second quarter of 2009, as a result of the factors discussed above.

Careers — North America

The operating results of our Careers — North America segment for the three months ended June 30, 2010 and 2009 are as follows:

						% of								% of				Increase				% Increase
(dollars in thousands)		2010				Revenue				2009				Revenue				(Decrease)				(Decrease)
Revenue		$	96,948				100.0	%		$	101,799				100.0	%		$	(4,851	)			(4.8	)%
Salaries and related			43,815				45.2	%			47,330				46.5	%			(3,515	)			(7.4	)%
Office and general			19,496				20.1	%			22,364				22.0	%			(2,868	)			(12.8	)%
Marketing and promotion			16,183				16.7	%			19,700				19.4	%			(3,517	)			(17.9	)%
Restructuring and other special charges			—				0.0	%			1,487				1.5	%			(1,487	)			(100.0	)%
Operating expenses			79,494				82.0	%			90,881				89.3	%			(11,387	)			(12.5	)%
Operating income		$	17,454				18.0	%		$	10,918				10.7	%		$	6,536				59.9	%

Revenue in our Careers — North America segment decreased $4.9 million, or 4.8%, in the second quarter of 2010 compared to the same period of 2009, which represents the smallest year over year percentage decrease in revenue since the third quarter of 2008. Since 2008, the Company’s Careers — North America segment has been negatively impacted by the global recession, which reduced overall hiring demand and forced our customers to reduce their job posting and resume database usage. However, we are continuing to see improvements in most business sectors within North America, including strong bookings growth in our large enterprise and e-commerce customer sectors as well as in Canada. We believe the increased bookings in these areas are a result of the improvement in the North American economy as well as the improvements the Company has made in the customer value proposition. In the fourth quarter of 2009, we launched our Power Resume Search product to customers within the United States and believe this new technology will continue to attract new customers to Monster and drive future revenue in the form of customers paying a premium price for the efficiency of filling positions more quickly and easily.

Salary and related expenses decreased by $3.5 million, or 7.4%, in the second quarter of 2010 compared to the same period of 2009. This decrease in salaries and related expense resulted primarily from decreased regular salary costs of $5.4 million, primarily associated with reduced headcount in 2010 compared to 2009. These decreases were partially offset by $1.2 million of increased costs associated with the reintroduction of certain employee incentive programs which were modified in 2009 and $0.7 million of increased variable compensation costs for the Company’s sales force resulting from increased booking activity.

Office and general expenses decreased by $2.9 million, or 12.8%, in the second quarter of 2010 compared to the same period of 2009. This decrease in office and general expenses resulted primarily from $1.2 million of decreased bad debt expense in 2010 primarily associated with increased bad debt charges recorded in 2009 relating to customers negatively impacted by the global recession, as well as $1.2 million of decreased depreciation expense in 2010, resulting primarily from decreased capital expenditures in the second half of 2009 and the first half of 2010. These decreases were partially offset by increased travel related expenses of $0.6 million.

Marketing and promotion expenses decreased $3.5 million, or 17.9%, in the second quarter of 2010 compared to the same period of 2009. The reduction in marketing and promotion expenses resulted primarily from our decision not to renew certain sponsorships, a reduced number of Keep America Working events, the refinement of our alliance partnership arrangements and the continued focus on the efficiency of our media investments.

The 2007 restructuring program was completed in the second quarter of 2009 and, accordingly, no restructuring charges were recorded in the second quarter of 2010.

Our Careers — North America operating income was $17.5 million in the second quarter of 2010, compared to operating income of $10.9 million in the second quarter of 2009, as a result of the factors described above.

Careers — International

The operating results of our Careers — International segment for the three months ended June 30, 2010 and 2009 are as follows:

						% of								% of				Increase				% Increase
(dollars in thousands)		2010				Revenue				2009				Revenue				(Decrease)				(Decrease)
Revenue		$	86,860				100.0	%		$	88,598				100.0	%		$	(1,738	)			(2.0	)%
Salaries and related			50,851				58.5	%			47,277				53.4	%			3,574				7.6	%
Office and general			22,367				25.8	%			25,413				28.7	%			(3,046	)			(12.0	)%
Marketing and promotion			18,178				20.9	%			14,649				16.5	%			3,529				24.1	%
Restructuring and other special charges			—				0.0	%			3,278				3.7	%			(3,278	)			(100.0	)%
Operating expenses			91,396				105.2	%			90,617				102.3	%			779				0.9	%
Operating loss		$	(4,536	)			(5.2	)%		$	(2,019	)			(2.3	)%		$	(2,517	)			124.7	%

Our Careers — International segment revenue decreased $1.7 million, or 2.0%, in the second quarter of 2010 compared to the same period of 2009, which includes $1.4 million of unfavorable foreign exchange impact. The reduction in revenue in the second quarter of 2010 represents the smallest year over year percentage decrease in revenue since the third quarter of 2008. Since 2008, the effects of the global economic recession have negatively impacted revenue in our Careers — International segment; however, we are continuing to see improvements in bookings in Asia (particularly in Korea, India and China) as well as in most countries within Europe, with particularly strong growth within central and southern Europe. We believe the increased bookings in these areas are a result of the improvement in the global economy as well as the improvements the Company has made in the customer value proposition. We believe that the roll-out of Power Resume Search to certain European countries in 2010, which included the launch within the United Kingdom in the second quarter of 2010, will drive new customer sales in resume search and some of our combined Career product packages.

Salary and related expenses increased $3.6 million, or 7.6%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.7 million of favorable foreign exchange impact. This increase in salaries and related expenses resulted primarily from $1.0 million of increased variable compensation costs for the Company’s sales force relating to increased booking activity, $0.9 million of increased severance costs associated with our targeted global headcount reductions and $0.6 million of increased stock-based compensation resulting from our broader equity and incentive programs.

Office and general expenses decreased $3.0 million, or 12.0%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.1 million of favorable foreign exchange impact. This decrease in office and general expenses resulted primarily from $1.1 million of decreased bad debt expense, primarily associated with increased bad debt charges recorded in 2009 relating to customers negatively impacted by the global recession, as well as a partial reversal of a previously recorded contingency resulting from a legal settlement in the second quarter of 2010.

Marketing and promotion expenses increased $3.5 million, or 24.1%, in the second quarter of 2010 compared to the same period of 2009, which includes $0.2 million of favorable foreign exchange impact. This increase in marketing and promotion expenses in 2010 results primarily from our continued expansion of our investments in Asia, particularly in China, as well as increased online marketing activities in Europe associated with our initial promotion of Power Resume Search.

The 2007 restructuring program was completed in the second quarter of 2009 and, accordingly, no restructuring charges were recorded in the second quarter of 2010.

Our Careers — International operating loss was $4.5 million in the second quarter of 2010, compared to an operating loss of $2.0 million in the second quarter of 2009, as a result of the factors discussed above.

Internet Advertising & Fees

The operating results of our Internet Advertising & Fees segment for the three months ended June 30, 2010 and 2009 are as follows:

						% of								% of				Increase				% Increase
(dollars in thousands)		2010				Revenue				2009				Revenue				(Decrease)				(Decrease)
Revenue		$	31,109				100.0	%		$	32,660				100.0	%		$	(1,551	)			(4.7	)%
Salaries and related			11,945				38.4	%			11,525				35.3	%			420				3.6	%
Office and general			6,198				19.9	%			5,734				17.6	%			464				8.1	%
Marketing and promotion			12,420				39.9	%			10,305				31.6	%			2,115				20.5	%
Restructuring and other special charges			—				0.0	%			171				0.5	%			(171	)			(100.0	)%
Operating expenses			30,563				98.2	%			27,735				84.9	%			2,828				10.2	%
Operating income		$	546				1.8	%		$	4,925				15.1	%		$	(4,379	)			(88.9	)%