8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2010

MONSTER WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34209	13-3906555
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

622 Third Avenue New York, NY	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 351-7000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 29, 2010, Monster Worldwide, Inc. (the “Company”) announced its results of operations for the quarter and six months ended June 30, 2010. A copy of the Company’s press release announcing its results of operations for the quarter and six months ended June 30, 2010 is attached hereto as Exhibit 99.1. A copy of the supplemental financial information issued by the Company in connection with the press release is attached hereto as Exhibit 99.2.

The information in this report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1	Press Release of the Company Issued on July 29, 2010 Reporting the Company’s Results for the Quarter and Six Months Ended June 30, 2010.
99.2	Supplemental Financial Information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MONSTER WORLDWIDE, INC. (Registrant)
By:	/s/ Timothy T. Yates
	Name:	Timothy T. Yates
	Title:	Executive Vice President and Chief Financial Officer

Date: July 29, 2010

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release of the Company Issued on July 29, 2010 Reporting the Company’s Results for the Quarter and Six Months Ended June 30, 2010.
	99.2	Supplemental Financial Information.

EX-99.1

Exhibit 99.1

Monster Worldwide Reports Second Quarter and Six Months 2010 Results

Revenue at $215 Million; Bookings Increase 19% Reaching High End of Expectation

Non-GAAP Operating Expenses of $213 Million Decline 11% Sequentially and 1% from Last Year

Diluted Loss per Share of $0.02; $0.00, or Breakeven, on Non-GAAP Basis

Bookings Growth for 2010 Expected to Be at Upper End of 15-20% Range

Non-GAAP Loss per Share Guidance for Year Revised to ($0.14)-($0.06) from ($0.20)-($0.12)

New York, July 29, 2010— Monster Worldwide, Inc. (NYSE:MWW) today reported financial results for the second quarter and six months ended June 30, 2010.

Sal Iannuzzi, chairman, president and chief executive officer of Monster Worldwide, said, “Our second quarter operating performance and financial results show solid execution of Monster’s growth strategies. The improvement we experienced across all of our geographic regions continued in the second quarter with bookings of $208 million, a 19% increase, despite the market’s turbulence and uncertainty. The investments we’ve made to streamline operations and operate more efficiently enabled us to significantly increase EBITDA in the quarter.”

As demonstrated by the strong Bookings trends, many of the Company’s global customers are expressing increasingly positive sentiment regarding business investments and a greater willingness to expand their labor force. Monster Worldwide remains gratified by the encouraging returns resulting from the introduction of its new products and is excited about new initiatives on the drawing board for the fourth quarter and beyond, which will allow the Company to provide significant additional value to its clients as they manage their most important asset — their people.

1

Second Quarter Results
Bookings, which represent the dollar value of contractual orders received in a quarter, and are considered by the Company to be a key indicator of future revenues, increased 19% to $208 million from $175 million in the second quarter of 2009. Historical data on Bookings for prior quarters is available in the Company’s supplemental financial information.

Total revenue was flat sequentially at $215 million and down from $224 million reported in last year’s second quarter, on a pro forma basis. The 4% decline from last year represents the smallest year over year percentage decrease in revenue since the third quarter of 2008.

Total Careers revenue decreased 3% to $184 million from $190 million in the second quarter of 2009. Careers-North America revenue of $97 million declined 5% compared with $102 million in the prior year period, and was comparable with first quarter 2010 revenue of $97 million. Careers-International revenue decreased 2% to $87 million compared with $89 million in the prior year period and increased slightly over the $86 million reported in the first quarter of 2010. Internet Advertising & Fees revenue was $31 million compared to $33 million reported for both the first quarter of 2010 and second quarter of 2009. During the second quarter, Monster Worldwide generated 43% of its revenue outside the United States.

Consolidated operating expenses were $219 million, and the loss was $3 million, or $0.02 per diluted share, compared to a loss of $1.4 million, or $0.01 per diluted share, in the comparable quarter last year. Foreign exchange rates had a minimal impact on the Company’s earnings per share.

The loss for the quarter included pre-tax adjustments of $3.8 million, or $2.8 million net of tax, or $0.02 per share. These adjustments consisted of $5.2 million in transaction costs related to the proposed acquisition of Yahoo! HotJobs; a $0.5 million charge representing severance costs associated with global staff reductions; partially offset by $1.9 million of gains related to the redemption at par value of certain auction rate securities. These pro forma items are fully described in the “Notes Regarding the Use of Non-GAAP Financial Measures” and are reconciled to the GAAP measure in the accompanying tables.

2

On a non-GAAP basis, Monster Worldwide recorded $213 million of operating expenses, a 1% year over year decline compared to the second quarter of 2009. On a sequential basis, operating expenses declined by 11% due to seasonal higher advertising and employee benefits expense which occurred in the first quarter of 2010. The non-GAAP income was essentially break-even compared to income of $4.2 million, or $0.03 per share, in the prior year period.

Net cash and securities decreased to $251 million from $262 million in the first quarter of 2010 and increased from $235 million in the second quarter of 2009. Capital expenditures were $12 million, comparable with the prior year period and higher than the $9 million recorded in the first quarter of this year.

Monster Worldwide’s deferred revenue balance at June 30, 2010 was $280 million, compared with the $290 million reported for the second quarter of 2009 and $305 million in the first quarter of 2010. The sequential decline in deferred revenue was primarily associated with product mix, currency and normal seasonality.

Six Months Results
Monster Worldwide reported total revenue of $430 million for the first six months ended June 30, 2010 compared to $477 million in the same period last year, a 10% decrease, or 11% before the favorable impact of foreign exchange rates. Monster Careers revenue declined 11% to $366 million compared with $413 million in the 2009 period. Internet Advertising & Fees reported revenue of $64 million, essentially flat with the prior year period. The Company reported a loss of $27 million, or $0.23 per diluted share, compared to a loss of $12 million, or $0.10 per diluted share, in the prior year period.

Guidance
The Company offered the following business outlook based on current available information and expectations as of July 29, 2010, exclusive of the pending Yahoo! HotJobs acquisition and any future acquisitions or dispositions.

($’s in millions, except per share amounts)

	Third
	Quarter
	2010			Full Year 2010
Bookings	$	215-$225		$	930-$970
Year Over Year Change		16%-21	%		15%-20	%
Revenue	$	218-$228		$	890-$925
Year Over Year Change		1%-6	%		(2%)-2	%
Loss/Earnings per Share (non-GAAP)		($0.02)-0.02			($0.14)-$(0.06	)

3

Special Note: The statements in this release that are not strictly historical, including, without limitation, statements regarding the Company’s strategic direction, prospects and future results, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties and, therefore, actual results may differ materially from what is expressed or implied herein and no assurance can be given that the Company will achieve, among other things, its outlook with respect to bookings, revenue or earnings per share for the second fiscal quarter of 2010 or the full 2010 fiscal year. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, economic and other conditions in the markets in which we operate, risks associated with acquisitions or dispositions, competition, and the other risks discussed in our Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated into this release by reference. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on the forward-looking statements in this release as they reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any of the forward-looking statements contained in this release or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Supplemental Financial Information
The Company has made available certain supplemental financial information, in a separate document that can be accessed directly at: http://about-monster.com/sites/default/files/q210financialsupplement.pdf or through the Company’s Investor Relations website at http://ir.monster.com.

Webcast Information
Second quarter 2010 results will be discussed on Monster Worldwide’s quarterly conference call taking place on July 29, 2010 at 5:00 PM ET. To join the conference call, please dial (877) 760-8985 at 4:50 PM ET and reference conference ID# 88211813. For those outside the United States, please dial (706) 758-9636 and reference the same conference ID#. The call will begin promptly at 5:00 PM ET. Individuals can also access Monster Worldwide’s quarterly conference call online through the Investor Relations section of the Company’s website at http://ir.monster.com. For a replay of the call, please dial (800) 642-1687 or outside the United States dial (706) 645-9291 and reference ID #88211813. This number is valid until midnight on August 5, 2010.

4

Contacts
Investors: Robert Jones, (212) 351-7032, Robert.Jones@monsterworldwide.com
Media: Matt Henson, (978) 823-2627, Matthew.Henson@monster.com

About Monster Worldwide
Monster Worldwide, Inc. (NYSE: MWW), parent company of Monster(R), the premier global online employment solution for more than a decade, strives to inspire people to improve their lives. With a local presence in key markets in North America, Europe, Asia and Latin America, Monster works for everyone by connecting employers with quality job seekers at all levels and by providing personalized career advice to consumers globally. Through online media sites and services, Monster delivers vast, highly targeted audiences to advertisers. Monster Worldwide is a member of the S&P 500 index. To learn more about Monster’s industry-leading products and services, visit www.monster.com.

Notes Regarding the Use of Non-GAAP Financial Measures

The Company has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles (“GAAP”) and may be different from non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations.

Non-GAAP revenue, operating expenses, operating income, operating margin, income from continuing operations and diluted earnings per share all exclude certain pro forma adjustments including: net costs associated with the Company’s historical stock option grant practices; the strategic restructuring actions initiated in the third quarter of 2007; severance charges related to the targeted global headcount reduction; the fair value adjustment to deferred revenue in connection with the acquisition of ChinaHR; realized gains on available for sale securities; and transaction costs associated with the proposed acquisition of Yahoo! HotJobs. The Company uses these non-GAAP measures for reviewing the ongoing results of the Company’s core business operations and in certain instances, for measuring performance under certain of the Company’s incentive compensation plans. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is defined as net income or loss before interest income or expense, income tax expense or benefit, depreciation and amortization and non-cash compensation expense. The Company considers EBITDA to be an important indicator of its operational strength which the Company believes is useful to management and investors in evaluating its operating performance. EBITDA is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies.

Operating income before depreciation and amortization (“OIBDA”) is defined as income from operations before depreciation, amortization of intangible assets, amortization of stock based compensation and non-cash costs incurred in connection with the Company’s restructuring program. The Company considers OIBDA to be an important indicator of its operational strength. This measure eliminates the effects of depreciation, amortization of intangible assets, amortization of stock based compensation and non-cash restructuring costs from period to period, which the Company believes is useful to management and investors in evaluating its operating performance. OIBDA is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies.

5

Bookings represent the dollar value of contractual orders received in a quarter.

Free cash flow is defined as cash flow from operating activities less capital expenditures. Free cash flow is considered a liquidity measure and provides useful information about the Company’s ability to generate cash after investments in property and equipment. Free cash flow reflected herein is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies. Free cash flow does not reflect the total change in the Company’s cash position for the period and should not be considered a substitute for such a measure.

Net cash and securities is defined as cash and cash equivalents plus short-term and long-term marketable securities, less total debt. Total available liquidity is defined as cash and cash equivalents, plus short-term and long-term marketable securities plus unused borrowings under our credit facility. The Company considers net cash and securities and total available liquidity to be important measures of liquidity and indicators of its ability to meet its ongoing obligations. The Company also uses net cash and securities and total available liquidity, among other measures, in evaluating its choices for capital deployment. Net cash and securities and total available liquidity are presented herein as non-GAAP measures and may not be comparable to similarly titled measures used by other companies.

6

MONSTER WORLDWIDE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended 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
Operating income before depreciation and amortization:
Operating loss	$	(3,880	)	$	(339	)	$	(38,754	)	$	(15,133	)
Depreciation and amortization of intangibles		15,692			16,945			32,296			33,265
Amortization of stock-based compensation		10,877			9,920			21,144			20,268
Restructuring non-cash expenses		—			1,053			—			4,721
Operating income before depreciation and amortization	$	22,689		$	27,579		$	14,686		$	43,121

MONSTER WORLDWIDE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	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
Free cash flow:
Net cash provided by operating activities	$	42,914		$	125
Less: Capital expenditures		(20,475	)		(26,379	)
Free cash flow	$	22,439		$	(26,254	)

MONSTER WORLDWIDE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2010		December 31, 2009
Assets:
Cash and cash equivalents	$	288,729	$	275,447
Marketable securities, current		8,300		9,259
Accounts receivable, net		242,199		287,698
Marketable securities, non — current		4,094		15,410
Property and equipment, net		136,821		143,727
Goodwill and intangibles, net		931,037		969,621
Other assets		121,538		126,028
Total assets	$	1,732,718	$	1,827,190
Liabilities and Stockholders’ equity:
Accounts payable, accrued expenses and other current liabilities	$	203,227	$	196,248
Deferred revenue		279,809		305,898
Current portion of long-term debt and borrowings under credit facilities		5,000		5,010
Long-term income taxes payable		90,813		87,343
Long-term debt, less current portion		45,000		45,000
Other long-term liabilities		38,325		54,527
Total liabilities	$	662,174	$	694,026
Stockholders’ equity		1,070,544		1,133,164
Total liabilities and stockholders’ equity	$	1,732,718	$	1,827,190

MONSTER WORLDWIDE, INC.

UNAUDITED OPERATING SEGMENT INFORMATION

(in thousands)

							Internet
	Careers -						Advertising &			Corporate
Three Months Ended June 30, 2010	North America			Careers - International			Fees			Expenses			Total
Revenue	$	96,948		$	86,860		$	31,109					$	214,917
Operating income (loss)		17,454			(4,536	)		546		$	(17,344	)		(3,880	)
OIBDA		26,825			5,583			4,056			(13,775	)		22,689
Operating margin		18.0	%		-5.2	%		1.8	%					-1.8	%
OIBDA margin		27.7	%		6.4	%		13.0	%					10.6	%

							Internet
	Careers -						Advertising &			Corporate
Three Months Ended June 30, 2009	North America			Careers - International			Fees			Expenses			Total
Revenue	$	101,799		$	88,598		$	32,660		$	—		$	223,057
Operating income (loss)		10,919			(2,019	)		4,926		$	(14,165	)		(339	)
OIBDA		22,066			8,386			7,939			(10,812	)		27,579
Operating margin		10.7	%		-2.3	%		15.1	%					-0.2	%
OIBDA margin		21.7	%		9.5	%		24.3	%					12.4	%

							Internet
	Careers -						Advertising &			Corporate
Six Months Ended June 30, 2010	North America			Careers - International			Fees			Expenses			Total
Revenue	$	193,905		$	172,484		$	63,833					$	430,222
Operating income (loss)		13,682			(17,948	)		1,782		$	(36,270	)		(38,754	)
OIBDA		32,496			2,494			8,820			(29,124	)		14,686
Operating margin		7.1	%		-10.4	%		2.8	%					-9.0	%
OIBDA margin		16.8	%		1.4	%		13.8	%					3.4	%

							Internet
	Careers -						Advertising &			Corporate
Six Months Ended June 30, 2009	North America			Careers - International			Fees			Expenses			Total
Revenue	$	220,983		$	192,263		$	64,214					$	477,460
Operating income (loss)		11,747			(2,690	)		8,483		$	(32,673	)		(15,133	)
OIBDA		34,338			19,135			14,303			(24,655	)		43,121
Operating margin		5.3	%		-1.4	%		13.2	%					-3.2	%
OIBDA margin		15.5	%		10.0	%		22.3	%					9.0	%

MONSTER WORLDWIDE, INC.

UNAUDITED NON-GAAP STATEMENTS OF OPERATIONS AND RECONCILIATIONS

(in thousands, except per share amounts)

	Three Months Ended June 30, 2010									Three Months Ended June 30, 2009
				Proforma									Proforma
	As Reported			Adjustments			Non-GAAP			As Reported			Adjustments			Non-GAAP
Revenue	$	214,917		$	—		$	214,917		$	223,057		$	725	a	$	223,782
Salaries and related		114,966			(494	)d		114,472			113,484			—			113,484
Office and general		56,906			(5,235	)e		51,671			59,862			(2,245	)b		57,617
Marketing and promotion		46,925			—			46,925			44,953			—			44,953
Restructuring and other special charges		—			—			—			5,097			(5,097	)c		—
Total operating expenses		218,797			(5,729	)		213,068			223,396			(7,342	)		216,054
Operating (loss) income		(3,880	)		5,729			1,849			(339	)		8,067			7,728
Operating margin		-1.8	%					0.9	%		-0.2	%					3.5	%
Interest and other, net		901			(1,904	)f		(1,003	)		76			—			76
(Loss) Income before income taxes and equity interests		(2,979	)		3,825			846			(263	)		8,067			7,804
(Benefit from) provision for income taxes		(829	)		1,064	g		235			(83	)		2,546	g		2,463
Losses in equity interests, net		(807	)		—			(807	)		(1,190	)		—			(1,190	)
Net (loss) Income	$	(2,957	)	$	2,761		$	(196	)	$	(1,370	)	$	5,521		$	4,151
Diluted (loss) earnings per share *	$	(0.02	)	$	0.02		$	(0.00	)	$	(0.01	)	$	0.05		$	0.03
Weighted average shares outstanding:
Diluted		120,701			120,701			120,701			119,274			121,809			121,809

	Six Months Ended June 30, 2010									Six Months Ended June 30, 2009
				Proforma									Proforma
	As Reported			Adjustments			Non-GAAP			As Reported			Adjustments			Non-GAAP
Revenue	$	430,222		$	—		$	430,222		$	477,460			1,719	a	$	479,179
Salaries and related		243,416			(6,854	)d		236,562			235,869			—			235,869
Office and general		119,054			(9,606	)e		109,448			121,975			(5,265	)b		116,710
Marketing and promotion		106,506			—			106,506			118,644			—			118,644
Restructuring and other special charges		—			—			—			16,105			(16,105	)c		—
Total operating expenses		468,976			(16,460	)		452,516			492,593			(21,370	)		471,223
Operating (loss) income		(38,754	)		16,460			(22,294	)		(15,133	)		23,089			7,956
Operating margin		-9.0	%					-5.2	%		-3.2	%					1.7	%
Interest and other, net		248			(2,104	)f		(1,856	)		1,279			—			1,279
(Loss) income before income taxes and equity interests		(38,506	)		14,356			(24,150	)		(13,854	)		23,089			9,235
(Benefit from) provision for income taxes		(13,008	)		4,850	g		(8,158	)		(4,572	)		7,620	g		3,048
Losses in equity interests, net		(1,638	)		—			(1,638	)		(2,429	)		—			(2,429	)
Net (loss) Income	$	(27,136	)	$	9,506		$	(17,630	)	$	(11,711	)	$	15,469		$	3,758
Diluted (loss) earnings per share *	$	(0.23	)	$	0.08		$	(0.15	)	$	(0.10	)	$	0.13		$	0.03
Weighted average shares outstanding:
Diluted		120,367			120,367			120,367			119,066			120,904			120,904

Note Regarding ProForma Adjustments:
	The financial information included herein contains certain non-GAAP financial measures. This information is not intended to be used in place of the financial information prepared and presented in accordance with GAAP, nor is it intended to be considered in isolation. We believe that the above presentation of non-GAAP measures provide useful information to management and investors regarding certain core operating and business trends relating to our results of operations, exclusive of certain restructuring related and other special charges.
	ProForma adjustments consist of the following:
a	Deferred revenue fair value adjustment required under existing purchase accounting rules relating to our acquisition of China HR.
b	Costs associated with the investigation into the Company’s historical stock option granting practices, net of reimbursements.
c	Restructuring related charges pertaining to the strategic restructuring actions that the Company announced on July 30, 2007. These charges include costs related to the reduction in the Company’s workforce, fixed asset write-offs, costs relating to the consolidation of certain office facilities, contract termination costs, relocation costs and professional fees.
d	Severance charges primarily related to the reorganization of the Product & Technology groups on a global basis.
e	Acquisition related costs associated with the agreement to acquire Hotjobs.
f	Net realized gains on available for sale securities.
g	Income tax adjustment is calculated using the effective tax rate of the reported period multiplied by the ProForma adjustment to income from continuing operations before income taxes and equity interests.
*	Diluted earnings per share may not add in certain periods due to rounding.

MONSTER WORLDWIDE, INC.

UNAUDITED NON-GAAP OPERATING SEGMENT INFORMATION

(in thousands)

							Internet
	Careers -						Advertising &			Corporate
Three Months Ended June 30, 2010	North America			Careers - International			Fees			Expenses			Total
Revenue — GAAP	$	96,948		$	86,860		$	31,109					$	214,917
Proforma Adjustments		—			—			—						—
Revenue — Non GAAP	$	96,948		$	86,860		$	31,109					$	214,917
Operating income (loss) — GAAP	$	17,454		$	(4,536	)	$	546		$	(17,344	)	$	(3,880	)
Proforma Adjustments		46			547			15			5,121			5,729
Operating income (loss) — Non GAAP	$	17,500		$	(3,989	)	$	561		$	(12,223	)	$	1,849
Operating margin — GAAP		18.0	%		-5.2	%		1.8	%					-1.8	%
Operating margin — Non GAAP		18.1	%		-4.6	%		1.8	%					0.9	%

							Internet
	Careers -						Advertising &			Corporate
Three Months Ended June 30, 2009	North America			Careers - International			Fees			Expenses			Total
Revenue	$	101,799		$	88,598		$	32,660					$	223,057
Proforma Adjustments		—			725			—						725
Revenue — Non GAAP	$	101,799		$	89,323		$	32,660					$	223,782
Operating income (loss) — GAAP	$	10,919		$	(2,019	)	$	4,926		$	(14,165	)	$	(339	)
Proforma Adjustments		1,486			4,002			170			2,409			8,067
Operating income — Non GAAP	$	12,405		$	1,983		$	5,096		$	(11,756	)	$	7,728
Operating margin — GAAP		10.7	%		-2.3	%		15.1	%					-0.2	%
Operating margin — Non GAAP		12.2	%		2.2	%		15.6	%					3.5	%

							Internet
	Careers -						Advertising &			Corporate
Six Months Ended June 30, 2010	North America			Careers - International			Fees			Expenses			Total
Revenue — GAAP	$	193,905		$	172,484		$	63,833					$	430,222
Proforma Adjustments		—			—			—						—
Revenue — Non GAAP	$	193,905		$	172,484		$	63,833					$	430,222
Operating income (loss) — GAAP	$	13,682		$	(17,948	)	$	1,782		$	(36,270	)	$	(38,754	)
Proforma Adjustments		3,327			2,690			924			9,519			16,460
Operating income — Non GAAP	$	17,009		$	(15,258	)	$	2,706		$	(26,751	)	$	(22,294	)
Operating margin — GAAP		7.1	%		-10.4	%		2.8	%					-9.0	%
Operating margin — Non GAAP		8.8	%		-8.8	%		4.2	%					-5.2	%

							Internet
	Careers -						Advertising &			Corporate
Six Months Ended June 30, 2009	North America			Careers - International			Fees			Expenses			Total
Revenue	$	220,983		$	192,263		$	64,214					$	477,460
Proforma Adjustments		—			1,719			—						1,719
Revenue — Non GAAP	$	220,983		$	193,982		$	64,214					$	479,179
Operating income (loss) — GAAP	$	11,747		$	(2,690	)	$	8,483		$	(32,673	)	$	(15,133	)
Proforma Adjustments		3,758			12,086			616			6,629			23,089
Operating income — Non GAAP	$	15,505		$	9,396		$	9,099		$	(26,044	)	$	7,956
Operating margin — GAAP		5.3	%		-1.4	%		13.2	%					-3.2	%
Operating margin — Non GAAP		7.0	%		4.8	%		14.2	%					1.7	%

EX-99.2

Exhibit 99.2

FINANCIAL SUPPLEMENT

June 30, 2010

Monster Worldwide, Inc. (together with its consolidated subsidiaries, the “Company,” “Monster,” “we,” “our” or “us”) provides this supplement to assist investors in evaluating the Company’s financial and operating metrics. We suggest that the notes to this supplement be read in conjunction with the financial tables. The financial information included in this supplement contains certain non-GAAP financial measures. These measures should be considered in addition to results prepared in accordance with generally accepted accounting principles (“GAAP”), but are not a substitute for, or superior to, GAAP results. The non-GAAP measures included in this supplement have been reconciled to the most comparable GAAP measure. The Company intends to update the financial supplement on a quarterly basis.

Notes to Financial Supplement

Presentation

Severance Charges

For the three and six months ended June 30, 2010, the Company incurred $0.5 million and $6.9 million, respectively, of severance costs relating to targeted global headcount reductions. These global headcount reductions were introduced to reduce operating expenses and provide funding for investments to further position the Company for sustainable long-term growth in the global online recruitment and advertising industry.

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 investigative regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The Company has 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 relating to the acquisition of the HotJobs Assets.

2

Restructuring Actions

On July 30, 2007, we 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 made a strategic decision to in-source customer service and identified 100 associates who will be staying with the Company. Through June 30, 2009, when all the initiatives relating to the 2007 restructuring plan were complete, the Company had notified or terminated approximately 700 associates and approximately 140 associates had voluntarily left the Company. The plan also included fixed asset write-offs, accelerated depreciation for assets to be phased out, costs relating to the consolidation of certain office facilities, contract termination costs, relocation costs and professional fees. The restructuring plan arose out of a review commencing in the second quarter of 2007 by our current executive management team of our cost structure and organizational structure. The restructuring was intended to realign the structure to permit investment in key areas that will improve the customer experience and foster revenue growth and long-term operating margin expansion. Since the inception of the 2007 restructuring program through the completion of the program in the second quarter of 2009, the Company has incurred $49.1 million of restructuring expenses. The Company will not incur any new charges relating to this program.

For the three and six months ended June 30, 2009, we recorded $5.1 million and $16.1 million, respectively, of restructuring costs, primarily related to severance, fixed asset write-offs and office consolidations.

Auction Rate Securities

In the three months ended June 30, 2010, the Company received at par value $9.8 million from issuer redemptions of auction rate securities, resulting in a $0.8 million benefit which was recorded in interest and other, net, in the consolidated statement of operations for the three months ended June 30, 2010. In the six months ended June 30, 2010, the Company received at par value $12.3 million from issuer redemptions of auction rate securities, resulting in a $1.0 million benefit which was recorded in interest and other, net, in the consolidated statement of operations for the six months ended June 30, 2010.

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 $4.8 million 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 $1.1 million 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 $1.1 million from RBC resulted in a $1.1 million benefit recorded in interest and other, net, in the consolidated statement of operations for the six months ended June 30, 2010.

Deferred revenue related to acquisitions

During the fourth quarter of 2008, we completed the acquisition of ChinaHR.com Holdings Ltd. (“ChinaHR”). In accordance with existing purchase accounting rules, we are required to write down a portion of ChinaHR’s deferred revenue to its fair value. Consequently, in post acquisition periods, we do not recognize the full amount of this deferred revenue. When measuring the performance of our business, however, we add back the revenue resulting from this fair value adjustment as we believe that the inclusion of this revenue provides useful information to our management, as well as to investors. For the three and six months ended June 30, 2009, the fair value adjustment to ChinaHR’s deferred revenue was $0.7 million and $1.7 million, respectively.

3

Professional Fees

For the three and six months ended June 30, 2009, we recorded approximately $2.2 million and $5.3 million, respectively, of professional fees relating to our historical stock option granting practices. These costs primarily related to legal fees and are a component of “office and general” in our consolidated statement of operations. In addition, we have incurred costs related to litigation, an informal investigation by the SEC and an investigation by the United States Attorney for the Southern District of New York.

As a consequence of the Company’s entry into the settlement agreement with respect to the ERISA class action and settlement of the Company’s claims against a former member of senior management, we do not expect to continue to incur significant professional fees or legal fees paid on behalf of former employees and former members of senior management related to or in connection with matters relating to our historical stock option grant practices.

Reclassifications

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

Non-GAAP financial measures

The Company has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations.

Non-GAAP revenue, operating expenses, operating income, operating margin, income from continuing operations and diluted earnings per share all exclude certain pro forma adjustments including: net costs associated with the Company’s historical stock option grant practices, related litigation and potential fines or settlements; severance costs for former executive officers incurred in the second quarter of 2007; costs related to the measures taken by the Company in response to a security breach in August 2007; the strategic restructuring actions initiated in the third quarter of 2007; severance and facility charges primarily related to the product and technology global reorganization; the fair value adjustment to deferred revenue in connection with the acquisition of ChinaHR; realized and unrealized gains and losses on marketable securities; transaction costs related to the proposed acquisition of Yahoo! HotJobs; and a net non-cash benefit relating to the reversal of an income tax liability for uncertain tax positions. The Company uses these non-GAAP measures for reviewing the ongoing results of the Company’s core business operations and in certain instances, for measuring performance under certain of the Company’s incentive compensation plans. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is defined as net income or loss before interest income or expense, income tax expense or benefit, depreciation and amortization and non-cash compensation expense. The Company considers EBITDA to be an important indicator of its operational strength which the Company believes is useful to management and investors in evaluating its operating performance. EBITDA is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies.

Operating income before depreciation and amortization (“OIBDA”) is defined as income from operations before depreciation, amortization of intangible assets, amortization of stock based compensation and non-cash costs incurred in connection with the Company’s restructuring program. The Company considers OIBDA to be an important indicator of its operational strength. This measure eliminates the effects of depreciation, amortization of intangible assets, amortization of stock based compensation and non-cash restructuring costs from period to period, which the Company believes is useful to management and investors in evaluating its operating performance. OIBDA is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies.

4

Bookings represent the dollar value of contractual orders received in a quarter.

Free cash flow is defined as cash flow from operating activities less capital expenditures. Free cash flow is considered a liquidity measure and provides useful information about the Company’s ability to generate cash after investments in property and equipment. Free cash flow reflected herein is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies. Free cash flow does not reflect the total change in the Company’s cash position for the period and should not be considered a substitute for such a measure.

Net cash and securities are defined as cash and cash equivalents plus short-term and long-term marketable securities, less total debt. Total available liquidity is defined as cash and cash equivalents, plus short-term and long-term marketable securities, plus unused borrowings under our credit facility. The Company considers net cash and securities and total available liquidity to be important measures of liquidity and indicators of its ability to meet its ongoing obligations. The Company also uses net cash and securities and total available liquidity, among other measures, in evaluating its choices for capital deployment. Net cash and securities and total available liquidity are presented herein as non-GAAP measures and may not be comparable to similarly titled measures used by other companies.

Selected financial ratios

We have included selected financial ratios in this financial supplement in order to assist investors to further evaluate our business. Our definitions and calculations are as follows:

Annualized return on equity

Annualized return on equity measures our effectiveness and ability to generate future profitability on the earnings that we retain. In addition, the ratio is a strong indicator of how well we utilize shareholders’ investments in our business. We calculate annualized return on equity as follows:

Annualized net income / Average stockholders’ equity

Book value per share

Book value per share is a market value indicator that we utilize when analyzing our stockholders’ equity. We calculate book value per share as follows:

Stockholders’ equity / Total shares outstanding

Cash and marketable securities per share

We calculate cash and marketable securities per share as follows:

(Cash and cash equivalents + Current marketable securities + Non-current marketable securities) / Total shares outstanding

5

Monster Worldwide, Inc.
Statements of Operations
(unaudited, in thousands, except per share amounts)

	Trended Quarterly Data																											Year to Date Data
Summary P&L Information	Q2 2008			Q3 2008			Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010			6M 2009			6M 2010
Monster Careers	$	320,953		$	297,606		$	257,931		$	222,849		$	190,397		$	179,941		$	179,409		$	182,582		$	183,808		$	413,246		$	366,390
Internet Advertising & Fees		33,341			34,583			32,741			31,554			32,660			34,592			33,740			32,723			31,109			64,214			63,832
Revenue		354,294			332,189			290,672			254,403			223,057			214,533			213,149			215,305			214,917			477,460			430,222
Salary and related		127,346			128,904			123,211			112,037			103,564			102,752			105,475			118,183			104,089			215,601			222,272
Office and general		61,754			57,124			44,091			45,793			42,917			42,422			31,623			45,544			41,214			88,710			86,758
Marketing and promotion		68,976			57,684			52,684			73,691			44,953			45,757			45,260			59,581			46,925			118,644			106,506
Provision for (Reversal of) legal settlements, net		40,100			—			—			—			—			(6,850	)		—			—			—			—			—
Restructuring and other special charges		2,732			3,592			3,156			11,008			5,097			—			—			—			—			16,105			—
Depreciation expense		12,330			13,336			14,761			13,769			14,479			15,230			15,639			14,521			13,782			28,248			28,303
Amortization of restricted stock and RSU Plan		8,351			7,437			7,046			10,149			9,816			9,924			9,417			10,124			10,744			19,965			20,868
Non-cash stock option expense		182			165			178			199			104			157			155			143			133			303			276
Amortization of intangibles		1,274			1,374			2,756			2,551			2,466			2,189			2,210			2,083			1,910			5,017			3,993
Operating expenses		323,045			269,616			247,883			269,197			223,396			211,581			209,779			250,179			218,797			492,593			468,976
Operating income (loss)		31,249			62,573			42,789			(14,794	)		(339	)		2,952			3,370			(34,874	)		(3,880	)		(15,133	)		(38,754	)
Interest and other, net		3,057			5,283			1,560			1,203			76			(48	)		(7,059	)		(653	)		901			1,279			248
Income (loss) from cont. operations, pre-tax		34,306			67,856			44,349			(13,591	)		(263	)		2,904			(3,689	)		(35,527	)		(2,979	)		(13,854	)		(38,506	)
Provison for (benefit from) Income taxes		12,153			22,734			14,880			(4,489	)		(83	)		(30,891	)		(2,420	)		(12,179	)		(829	)		(4,572	)		(13,008	)
Losses in equity interests, net		(3,592	)		(2,086	)		(339	)		(1,239	)		(1,190	)		(1,044	)		(844	)		(831	)		(807	)		(2,429	)		(1,638	)
Income (loss) from continuing operations		18,561			43,036			29,130			(10,341	)		(1,370	)		32,751			(2,113	)		(24,179	)		(2,957	)		(11,711	)		(27,136	)
Income (loss) from disc. operations, net of tax(1)		12,269			(258	)		(536	)		—			—			—			—			—			—			—			—
Net income (loss)	$	30,830		$	42,778		$	28,594		$	(10,341	)	$	(1,370	)	$	32,751		$	(2,113	)	$	(24,179	)	$	(2,957	)	$	(11,711	)	$	(27,136	)
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.15		$	0.36		$	0.25		$	(0.09	)	$	(0.01	)	$	0.27		$	(0.02	)	$	(0.20	)	$	(0.02	)	$	(0.10	)	$	(0.23	)
Net income (loss)	$	0.26		$	0.36		$	0.24		$	(0.09	)	$	(0.01	)	$	0.27		$	(0.02	)	$	(0.20	)	$	(0.02	)	$	(0.10	)	$	(0.23	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.15		$	0.36		$	0.24		$	(0.09	)	$	(0.01	)	$	0.27		$	(0.02	)	$	(0.20	)	$	(0.02	)	$	(0.10	)	$	(0.23	)
Net income (loss)	$	0.25		$	0.35		$	0.24		$	(0.09	)	$	(0.01	)	$	0.27		$	(0.02	)	$	(0.20	)	$	(0.02	)	$	(0.10	)	$	(0.23	)
Weighted avg. shares outstanding:
Basic shares		120,885			120,057			118,601			118,855			119,274			119,473			119,575			120,032			120,701			119,066			120,367
Diluted shares		121,541			120,722			119,380			118,855			119,274			121,676			119,575			120,032			120,701			119,066			120,367
Global employees (ones)		5,396			5,669			6,961			6,295			5,999			5,779			5,687			5,518			5,546			5,999			5,546
Annualized revenue per average employee	$	268.4		$	240.2		$	184.1		$	153.5		$	145.1		$	145.7		$	148.7		$	153.7		$	155.4		$	149.5		$	154.6
Net Bookings		306,259			279,989			289,650			186,899			175,468			185,920			258,620			219,054			208,202			362,367			427,256

⁽¹⁾ - Gain from discontinued operations, net of tax in the second quarter of 2008 includes tax benefits of $29.4 million and long-lived asset write-offs of $13.1 million related to the wind-down of the Tickle business included in our Internet Advertising & Fees business segment.

6

Monster Worldwide, Inc.
Trailing Twelve Months Statistics — Statements of Operations
(unaudited, in thousands, except per share amounts)

Summary P&L Information	Q2 2008			Q3 2008			Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010
Monster Careers	$	1,271,636		$	1,272,246		$	1,213,300		$	1,099,339		$	968,783		$	851,118		$	772,596		$	732,329		$	725,740
Internet Advertising & Fees		127,119			128,556			130,327			132,219			131,538			131,547			132,546			133,715			132,164
Revenue		1,398,755			1,400,802			1,343,627			1,231,558			1,100,321			982,665			905,142			866,044			857,904
Salary and related		514,092			519,031			514,576			491,498			467,716			441,564			423,828			429,974			430,499
Office and general		237,793			237,296			224,679			208,762			189,925			175,223			162,755			162,506			160,803
Marketing and promotion		329,232			315,332			291,198			253,035			229,012			217,085			209,661			195,551			197,523
Provision for (Reversal of) legal settlements, net		40,100			40,100			40,100			40,100			—			(6,850	)		(6,850	)		(6,850	)		(6,850	)
Restructuring and other special charges		26,256			18,693			16,407			20,488			22,853			19,261			16,105			5,097			—
Depreciation expense		44,130			47,058			51,230			54,196			56,345			58,239			59,117			59,869			59,172
Amortization of restricted stock and RSU Plan		20,051			24,617			28,040			32,983			34,448			36,935			39,306			39,281			40,209
Non-cash stock option expense		518			579			652			724			646			638			615			559			588
Amortization of intangibles		5,554			5,491			6,790			7,955			9,147			9,962			9,416			8,948			8,392
Operating expenses		1,217,726			1,208,197			1,173,672			1,109,741			1,010,092			952,057			913,953			894,935			890,336
Operating income		181,029			192,605			169,955			121,817			90,229			30,608			(8,811	)		(28,891	)		(32,432	)
Interest and other, net		23,746			22,522			17,283			11,103			8,122			2,791			(5,828	)		(7,684	)		(6,859	)
Income from continuing operations, pre-tax		204,775			215,127			187,238			132,920			98,351			33,399			(14,639	)		(36,575	)		(39,291	)
Income taxes		73,080			75,340			64,910			45,278			33,042			(20,583	)		(37,883	)		(45,573	)		(46,319	)
Losses in equity interests, net		(9,326	)		(8,338	)		(7,839	)		(7,256	)		(4,854	)		(3,812	)		(4,317	)		(3,909	)		(3,526	)
Income from continuing operations		122,369			131,449			114,489			80,386			60,455			50,170			18,927			5,089			3,502
Income (loss) from disc. operations, net of tax		9,353			9,750			10,304			11,475			(794	)		(536	)		—			—			—
Net income	$	131,722		$	141,199		$	124,793		$	91,861		$	59,661		$	49,634		$	18,927		$	5,089		$	3,502
Basic earnings per share:
Income from continuing operations	$	0.98		$	1.07		$	0.95		$	0.67		$	0.51		$	0.42		$	0.16		$	0.04		$	0.03
Net income	$	1.06		$	1.15		$	1.04		$	0.77		$	0.50		$	0.42		$	0.16		$	0.04		$	0.03
Diluted earnings per share:
Income from continuing operations	$	0.97		$	1.07		$	0.94		$	0.67		$	0.51		$	0.42		$	0.16		$	0.04		$	0.03
Net income	$	1.05		$	1.15		$	1.03		$	0.76		$	0.50		$	0.41		$	0.16		$	0.04		$	0.03
Weighted avg. shares outstanding:
Basic shares		124,650			122,289			120,557			119,600			119,197			119,051			119,294			119,588			119,945
Diluted shares		125,584			123,075			121,167			120,125			119,558			119,796			119,845			120,139			120,496

7

Monster Worldwide, Inc.
Statements of Cash Flows
(unaudited, in thousands)

	Trended Quarterly Data																											Year to Date Data
	Q2 2008			Q3 2008			Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010			6M 2009			6M 2010
Cash flows provided by (used for) operating activities:
Net income (loss)	$	30,830		$	42,778		$	28,594		$	(10,341	)	$	(1,370	)	$	32,751		$	(2,113	)	$	(24,179	)	$	(2,957	)	$	(11,711	)	$	(27,136	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Loss (income) from discontinued operations, net of tax		(12,269	)		258			536			—			—			—			—			—			—			—			—
Depreciation and amortization		13,604			14,710			17,517			16,320			16,945			17,419			17,849			16,604			15,692			33,265			32,296
Provision for (Reversal of) legal settlements, net		40,100			—			—			—			—			(6,850	)		—			—			—			—			—
Receipts and (payments) for legal settlements, net		—			5,700			(35,587	)		—			—			—			—			—			—			—			—
Provision for doubtful accounts		3,207			4,403			5,057			4,072			2,812			1,682			1,588			1,149			398			6,884			1,547
Non-cash compensation		8,533			7,602			7,223			10,348			9,920			10,081			9,572			10,267			10,877			20,268			21,144
Deferred income taxes		(12,263	)		12,440			14,572			(2,488	)		(3,933	)		12,160			(4,550	)		(14,713	)		(2,872	)		(6,421	)		(17,585	)
Non-cash restructuring write-offs, accelerated amortization, and other		436			924			924			3,690			1,051			3			35			—			144			4,741			144
Loss in equity interests		3,592			2,086			339			1,239			1,190			1,044			844			831			807			2,429			1,638
Losses (gains) on auction rate securities		—			—			—			—			—			—			4,181			(200	)		(1,904	)		—			(2,104	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		44,812			49,231			(19,371	)		72,347			47,892			7,284			(47,061	)		17,631			16,930			120,239			34,561
Prepaid and other		18,073			2,522			1,548			3,246			13,615			(16,005	)		(3,525	)		1,589			(2,201	)		16,861			(612	)
Deferred revenue		(51,465	)		(58,644	)		(5,732	)		(63,383	)		(61,153	)		(28,152	)		41,054			4,668			(19,725	)		(124,536	)		(15,057	)
Accounts payable, accrued expenses and other liabilities		(13,308	)		8,673			(27,790	)		(21,237	)		(40,657	)		(19,574	)		14,883			22,569			(8,491	)		(61,894	)		14,078
Net cash (used for) provided by operating activities of discontinued operations		(2,569	)		(962	)		(2,758	)		(77	)		77			—			—			—			—			—			—
Total adjustments		40,483			48,943			(43,522	)		24,077			(12,241	)		(20,908	)		34,870			60,395			9,655			11,836			70,050
Net cash provided by (used for) operating activities		71,313			91,721			(14,928	)		13,736			(13,611	)		11,843			32,757			36,216			6,698			125			42,914
Cash flows (used for) provided by investing activities:
Capital expenditures		(29,654	)		(21,011	)		(22,403	)		(14,922	)		(11,457	)		(12,285	)		(10,013	)		(8,536	)		(11,939	)		(26,379	)		(20,475	)
Purchase of marketable securities		(7,633	)		(25,265	)		(1,785	)		(992	)		(6,484	)		—			(1,109	)		—			—			(7,476	)		—
Sale and maturities of marketable securities and other		21,852			66,000			36,981			1,425			1,892			—			67,660			3,414			11,120			3,317			14,534
Payments for acquisitions and intangible assets, net of cash acquired		—			(64,628	)		(166,641	)		—			—			(300	)		—			—			—			—			—
Dividends received from unconsolidated investee		1,011			—			—			—			763			—			—			220			—			763			220
Cash funded to equity investee		—			—			(1,402	)		(1,428	)		(1,886	)		(1,639	)		(1,346	)		(1,345	)		(1,555	)		(3,314	)		(2,900	)
Net cash provided by (used for) investing activities		(14,424	)		(44,904	)		(155,250	)		(15,917	)		(17,172	)		(14,224	)		55,192			(6,247	)		(2,374	)		(33,089	)		(8,621	)
Cash flows (used for) provided by financing activities:
Proceeds from borrowings on credit facilities short-term		—			247,000			4,971			199,203			—			—			—			—			—			199,203			—
Payments on borrowings on credit facilities short-term		—			—			(197,893	)		—			(157,173	)		(99,023	)		—			—			—			(157,173	)		—
Repurchase of common stock and tax withholdings on net share settlements of restriced stock awards and units		(6,858	)		(41,806	)		(32	)		(1,907	)		(528	)		(1,869	)		(267	)		(6,359	)		(2,856	)		(2,435	)		(9,215	)
Net borrowings (payments) under capital lease obligations and other debt		(67	)		(9	)		(15	)		(5	)		(1	)		50,006			—			—			—			(6	)		—
Proceeds from the exercise of employee stock options		628			110			305			9			—			46			12			27			39			9			66
Excess tax benefits from equity compensation plans		59			861			22			4			—			8			67			—			—			4			—
Net cash (used for) provided by financing activities		(6,238	)		206,156			(192,642	)		197,304			(157,702	)		(50,832	)		(188	)		(6,332	)		(2,817	)		39,602			(9,149	)
Effects of exchange rates on cash		(1,933	)		(13,303	)		(20,044	)		(6,327	)		13,681			4,438			209			(7,932	)		(3,930	)		7,354			(11,862	)
Net increase (decrease) in cash and cash equivalents		48,718			239,670			(382,864	)		188,796			(174,804	)		(48,775	)		87,970			15,705			(2,423	)		13,992			13,282
Cash and cash equivalents, beginning of period		316,736			365,454			605,124			222,260			411,056			236,252			187,477			275,447			291,152			222,260			275,447
Cash and cash equivalents, end of period	$	365,454		$	605,124		$	222,260		$	411,056		$	236,252		$	187,477		$	275,447		$	291,152		$	288,729		$	236,252		$	288,729
Non — GAAP Free cash flow (1):
Net cash provided by (used for) operating activities	$	71,313		$	91,721		$	(14,928	)	$	13,736		$	(13,611	)	$	11,843		$	32,757		$	36,216		$	6,698		$	125		$	42,914
Less: Capital expenditures		(29,654	)		(21,011	)		(22,403	)		(14,922	)		(11,457	)		(12,285	)		(10,013	)		(8,536	)		(11,939	)		(26,379	)		(20,475	)
Free cash flow	$	41,659		$	70,710		$	(37,331	)	$	(1,186	)	$	(25,068	)	$	(442	)	$	22,744		$	27,680		$	(5,241	)	$	(26,254	)	$	22,439

⁽¹⁾ - See notes to financial supplement for further explanation of non-GAAP measures.

8

Monster Worldwide, Inc.
Consolidated Condensed Balance Sheets
(unaudited, in thousands, except selected financial ratios)

	Trended Quarterly Data
	Q2 2008			Q3 2008			Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010
ASSETS
Current assets:
Cash and cash equivalents	$	365,454		$	605,124		$	222,260		$	411,056		$	236,252		$	187,477		$	275,447		$	291,152		$	288,729
Marketable securities, current		68,579			33,823			1,425			992			14,533			20,482			9,259			8,150			8,300
Accounts Receivable, net		410,427			358,214			376,720			294,449			249,004			243,033			287,698			263,589			242,199
Prepaid and other		121,093			111,754			82,416			82,710			73,866			87,058			73,089			70,229			68,487
Total current assets		965,553			1,108,915			682,821			789,207			573,655			538,050			645,493			633,120			607,715
Marketable securities, non-current		99,330			93,728			90,347			89,196			81,272			75,953			15,410			13,110			4,094
Property and equipment, net		149,048			152,352			161,282			154,559			153,942			150,963			143,727			136,487			136,821
Goodwill		690,161			707,164			894,546			886,970			897,561			930,231			925,758			917,187			892,008
Intangibles, net		32,696			36,694			52,335			49,533			47,420			45,893			43,863			41,173			39,029
Investment in unconsolidated affiliates		44,446			42,360			1,843			1,315			517			525			546			330			640
Other assets		70,475			61,761			33,416			33,314			35,100			32,617			52,393			50,884			52,411
Total assets	$	2,051,709		$	2,202,974		$	1,916,590		$	2,004,094		$	1,789,467		$	1,774,232		$	1,827,190		$	1,792,291		$	1,732,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued expenses and other	$	321,077		$	328,546		$	254,407		$	225,630		$	192,266		$	204,402		$	196,248		$	217,671		$	203,227
Deferred revenue		470,408			411,764			414,312			344,905			289,818			265,573			305,898			304,993			279,809
Borrowings on credit facility short-term		—			247,000			54,971			254,174			97,000			—			—			—			—
Current portion of long-term debt		142			26			18			27			23			5,017			5,010			5,003			5,000
Total current liabilities		791,627			987,336			723,708			824,736			579,107			474,992			507,156			527,667			488,036
Non-current income taxes payable		119,360			115,318			119,951			123,385			125,991			82,963			87,343			89,101			90,813
Long-term debt, less current portion		—			—			—			—			—			45,000			45,000			45,000			45,000
Other liabilities		17,449			23,699			25,658			29,838			30,971			36,394			54,527			38,288			38,325
Non-current liabilities of discontinued operations		—			—			—			—			—			—			—			—			—
Total liabilities		928,436			1,126,353			869,317			977,959			736,069			639,349			694,026			700,056			662,174
Common stock and class B common stock		134			134			133			134			134			134			134			135			135
Additional paid-in capital		1,397,281			1,363,655			1,367,373			1,374,049			1,382,649			1,388,609			1,395,969			1,394,915			1,404,043
Accumulated other comprehensive income		143,264			87,460			25,801			8,327			28,360			71,133			64,167			48,470			20,608
Accumulated deficit		(417,406	)		(374,628	)		(346,034	)		(356,375	)		(357,745	)		(324,993	)		(327,106	)		(351,285	)		(354,242	)
Total stockholders’ equity		1,123,273			1,076,621			1,047,273			1,026,135			1,053,398			1,134,883			1,133,164			1,092,235			1,070,544
Total liabilities and stockholders’ equity	$	2,051,709		$	2,202,974		$	1,916,590		$	2,004,094		$	1,789,467		$	1,774,232		$	1,827,190		$	1,792,291		$	1,732,718
Selected Financial Ratios(1)
- Annualized return on equity		11.1	%		15.6	%		10.8	%		-4.0	%		-0.5	%		12.0	%		-0.7	%		-8.7	%		-1.1	%
- Book value per share	$	9.30		$	9.08		$	8.83		$	8.61		$	8.83		$	9.49		$	9.47		$	9.05		$	8.87
- Cash and marketable securities per share	$	4.42		$	6.18		$	2.65		$	4.20		$	2.78		$	2.37		$	2.51		$	2.59		$	2.49
- Net cash and securities	$	533,095		$	485,632		$	259,033		$	247,038		$	235,034		$	233,895		$	250,106		$	262,409		$	251,123

⁽¹⁾ - See notes to financial supplement for definitions and calculations of selected financial ratios.

9

Monster Worldwide, Inc.
Segment Information and Margin Analysis — Non-GAAP
(unaudited, in thousands)

	Trended Quarterly Data																											Year to Date Data
	Q2 2008			Q3 2008			Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010			6M 2009			6M 2010
Segment OIBDA(1):
Careers — North America	$	67,636		$	52,516		$	44,138		$	12,272		$	22,066		$	16,902		$	12,988		$	5,671		$	26,825		$	34,338		$	32,496
Careers — International		40,361			39,060			23,833			10,749			8,386			8,154			9,024			(3,089	)		5,583			19,135			2,494
Careers OIBDA(1)		107,997			91,576			67,971			23,021			30,452			25,056			22,012			2,582			32,408			53,473			34,990
Internet Advertising & Fees OIBDA(1)		7,508			7,425			6,293			6,364			7,939			8,247			7,573			4,764			4,056			14,303			8,820
Total Monster OIBDA(1)	$	115,505		$	99,001		$	74,264		$	29,385		$	38,391		$	33,303		$	29,585		$	7,346		$	36,464		$	67,776		$	43,810
Corporate expenses before D&A(1)	$	(61,196	)	$	(13,192	)	$	(5,810	)	$	(13,843	)	$	(10,812	)	$	(2,851	)	$	1,206		$	(15,349	)	$	(13,775	)	$	(24,655	)	$	(29,124	)
Proforma operating income(1):
Careers — North America	$	59,335		$	43,771		$	34,314		$	3,100		$	12,405		$	9,519		$	4,226		$	(491	)	$	17,500		$	15,505		$	17,009
Careers — International		33,316			32,467			17,711			7,413			1,983			782			297			(11,269	)		(3,989	)		9,396			(15,258	)
Careers Proforma operating income(1)		92,651			76,238			52,025			10,513			14,388			10,301			4,523			(11,760	)		13,511			24,901			1,751
Internet Advertising & Fees ProForma operating income (loss)(1)		4,994			4,977			3,745			4,003			5,096			6,506			4,993			2,145			561			9,099			2,706
Total Monster Proforma income(1)	$	97,645		$	81,215		$	55,770		$	14,516		$	19,484		$	16,807		$	9,516		$	(9,615	)	$	14,072		$	34,000		$	4,457
Corporate Proforma expenses(1)	$	(19,308	)	$	(11,175	)	$	(14,294	)	$	(14,288	)	$	(11,756	)	$	(12,913	)	$	(9,567	)	$	(14,528	)	$	(12,223	)	$	(26,044	)	$	(26,751	)
Segment operating income (loss):(1)
Careers — North America	$	58,409		$	43,120		$	34,025		$	828		$	10,919		$	6,057		$	1,866		$	(3,772	)	$	17,454		$	11,747		$	13,682
Careers — International		31,916			30,230			12,938			(671	)		(2,019	)		(2,181	)		(1,412	)		(13,412	)		(4,536	)		(2,690	)		(17,948	)
Careers operating income (loss)		90,325			73,350			46,963			157			8,900			3,876			454			(17,184	)		12,918			9,057			(4,266	)
Internet Advertising & Fees operating income (loss)		4,656			4,726			3,715			3,557			4,926			5,091			4,540			1,236			546			8,483			1,782
Total Monster operating income (loss)	$	94,981		$	78,076		$	50,678		$	3,714		$	13,826		$	8,967		$	4,994		$	(15,948	)	$	13,464		$	17,540		$	(2,484	)
Corporate expenses	$	(63,732	)	$	(15,503	)	$	(7,889	)	$	(18,508	)	$	(14,165	)	$	(6,015	)	$	(1,624	)	$	(18,926	)	$	(17,344	)	$	(32,673	)	$	(36,270	)
Margin Analysis:
Careers — North America OIBDA margin		41.2	%		33.8	%		32.7	%		10.3	%		21.7	%		17.8	%		14.3	%		5.8	%		27.7	%		15.5	%		16.8	%
Careers — North America Proforma operating margin		36.1	%		28.2	%		25.4	%		2.6	%		12.2	%		10.0	%		4.6	%		-0.5	%		18.1	%		7.0	%		8.8	%
Careers — North America operating margin		35.6	%		27.8	%		25.2	%		0.7	%		10.7	%		6.4	%		2.1	%		-3.9	%		18.0	%		5.3	%		7.1	%
Careers — International OIBDA margin		25.8	%		27.4	%		19.4	%		10.4	%		9.5	%		9.6	%		10.2	%		-3.6	%		6.4	%		10.0	%		1.4	%
Careers — International Proforma operating margin		21.3	%		22.8	%		14.2	%		7.1	%		2.2	%		0.9	%		0.3	%		-13.2	%		-4.6	%		4.8	%		-8.8	%
Careers — International operating margin		20.4	%		21.2	%		10.5	%		-0.6	%		-2.3	%		-2.6	%		-1.6	%		-15.7	%		-5.2	%		-1.4	%		-10.4	%
Careers OIBDA margin		33.6	%		30.8	%		26.4	%		10.3	%		16.0	%		13.9	%		12.3	%		1.4	%		17.6	%		12.9	%		9.5	%
Careers Proforma operating margin		28.9	%		25.6	%		20.0	%		4.7	%		7.5	%		5.7	%		2.5	%		-6.4	%		7.4	%		6.0	%		0.5	%
Careers operating margin		28.1	%		24.6	%		18.2	%		0.1	%		4.7	%		2.2	%		0.3	%		-9.4	%		7.0	%		2.2	%		-1.2	%
Internet Advertising & Fees OIBDA margin		22.5	%		21.5	%		19.2	%		20.2	%		24.3	%		23.8	%		22.4	%		14.6	%		13.0	%		22.3	%		13.8	%
Internet Advertising & Fees Proforma operating margin		15.0	%		14.4	%		11.4	%		12.7	%		15.6	%		18.8	%		14.8	%		6.6	%		1.8	%		14.2	%		4.2	%
Internet Advertising & Fees operating margin		14.0	%		13.7	%		11.3	%		11.3	%		15.1	%		14.7	%		13.5	%		3.8	%		1.8	%		13.2	%		2.8	%

⁽¹⁾ - See notes to financial supplement for further explanation of non-GAAP measures.

10

Monster Worldwide, Inc.
Statements of Operations
(unaudited)

	Trended Quarterly Data																											Year to Date Data
Summary P&L Information	Q2 2008			Q3 2008			Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010			6M 2009			6M 2010
Monster Careers		90.6	%		89.6	%		88.7	%		87.6	%		85.4	%		83.9	%		84.2	%		84.8	%		85.5	%		86.6	%		85.2	%
Internet Advertising & Fees		9.4	%		10.4	%		11.3	%		12.4	%		14.6	%		16.1	%		15.8	%		15.2	%		14.5	%		13.4	%		14.8	%
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Salary and related		35.9	%		38.8	%		42.4	%		44.0	%		46.4	%		47.9	%		49.5	%		54.9	%		48.4	%		45.2	%		51.7	%
Office and general		17.4	%		17.2	%		15.2	%		18.0	%		19.2	%		19.8	%		14.8	%		21.2	%		19.2	%		18.6	%		20.2	%
Marketing and promotion		19.5	%		17.4	%		18.1	%		29.0	%		20.2	%		21.3	%		21.2	%		27.7	%		21.8	%		24.8	%		24.8	%
Provision for (Reversal of) legal settlements, net		11.3	%		0.0	%		0.0	%		0.0	%		0.0	%		-3.2	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Restructuring and other special charges		0.8	%		1.1	%		1.1	%		4.3	%		2.3	%		0.0	%		0.0	%		0.0	%		0.0	%		3.4	%		0.0	%
Depreciation expense		3.5	%		4.0	%		5.1	%		5.4	%		6.5	%		7.1	%		7.3	%		6.7	%		6.4	%		5.9	%		6.6	%
Amortization of restricted stock and RSU Plan		2.4	%		2.2	%		2.4	%		4.0	%		4.4	%		4.6	%		4.4	%		4.7	%		5.0	%		4.2	%		4.9	%
Non-cash stock option expense		0.1	%		0.0	%		0.1	%		0.1	%		0.0	%		0.1	%		0.1	%		0.1	%		0.1	%		0.1	%		0.1	%
Amortization of intangibles		0.4	%		0.4	%		0.9	%		1.0	%		1.1	%		1.0	%		1.0	%		1.0	%		0.9	%		1.1	%		0.9	%
Operating expenses		91.2	%		81.2	%		85.3	%		105.8	%		100.2	%		98.6	%		98.4	%		116.2	%		101.8	%		103.2	%		109.0	%
Operating income (loss)		8.8	%		18.8	%		14.7	%		-5.8	%		-0.2	%		1.4	%		1.6	%		-16.2	%		-1.8	%		-3.2	%		-9.0	%
Interest and other, net		0.9	%		1.6	%		0.5	%		0.5	%		0.0	%		0.0	%		-3.3	%		-0.3	%		0.4	%		0.3	%		0.1	%
Income (loss) from continuing operations, pre-tax		9.7	%		20.4	%		15.3	%		-5.3	%		-0.1	%		1.4	%		-1.7	%		-16.5	%		-1.4	%		-2.9	%		-9.0	%
Income taxes (benefit from)		3.4	%		6.8	%		5.1	%		-1.8	%		0.0	%		-14.4	%		-1.1	%		-5.7	%		-0.4	%		-1.0	%		-3.0	%
Losses in equity interests, net		-1.0	%		-0.6	%		-0.1	%		-0.5	%		-0.5	%		-0.5	%		-0.4	%		-0.4	%		-0.4	%		-0.5	%		-0.4	%
Income from continuing operations		5.2	%		13.0	%		10.0	%		-4.1	%		-0.6	%		15.3	%		-1.0	%		-11.2	%		-1.4	%		-2.5	%		-6.3	%
(Loss) income from disc. operations, net of tax		3.5	%		-0.1	%		-0.2	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Net income (loss)		8.7	%		12.9	%		9.8	%		-4.1	%		-0.6	%		15.3	%		-1.0	%		-11.2	%		-1.4	%		-2.5	%		-6.3	%

11

Monster Worldwide, Inc.
Statements of Operations — Reconciliation of Non-GAAP Measures
(unaudited, in thousands,)

	Trended Quarterly Data																									Year to Date Data
Summary P&L Information	Q2 2008		Q3 2008		Q4 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			Q1 2010			Q2 2010			6M 2009			6M 2010
Proforma revenue(1)	$	354,294	$	332,189	$	292,885		$	255,397		$	223,782		$	215,085		$	213,149		$	215,305		$	214,917		$	479,179		$	430,222
Deferred revenue related to acquisitions		—		—		2,213			994			725			552			—			—			—			1,719			—
Revenue	$	354,294	$	332,189	$	290,672		$	254,403		$	223,057		$	214,533		$	213,149		$	215,305		$	214,917		$	477,460		$	430,222
OIBDA(1)	$	54,309	$	85,809	$	68,454		$	15,542		$	27,579		$	30,452		$	30,791		$	(8,003	)	$	22,689		$	43,121		$	14,686
Depreciation expense		12,330		13,336		14,761			13,769			14,479			15,230			15,639			14,521			13,782			28,248			28,303
Amortization of restricted stock and RSU Plan		8,351		7,437		7,046			10,149			9,816			9,924			9,417			10,124			10,744			19,965			20,868
Non-cash stock option expense		182		165		178			199			104			157			155			143			133			303			276
Restructuring non-cash compensation expense		—		—		—			—			—			—			—			—			—			—			—
Restructuring non-cash write-offs		923		924		924			3,668			1,053			—			—			—			—			4,721			—
Amortization of intangibles		1,274		1,374		2,756			2,551			2,466			2,189			2,210			2,083			1,910			5,017			3,993
Operating income (loss)	$	31,249	$	62,573	$	42,789		$	(14,794	)	$	(339	)	$	2,952		$	3,370		$	(34,874	)	$	(3,880	)	$	(15,133	)	$	(38,754	)
Proforma operating income (loss)(1)	$	78,337	$	70,040	$	41,476		$	228		$	7,728		$	3,894		$	(51	)	$	(24,143	)	$	1,849		$	7,956		$	(22,294	)
Provision for (Reversal of) legal settlements, net		40,100		—		—			—			—			(6,850	)		—			—			—			—			—
Stock option investigation		4,256		3,875		(6,682	)		3,020			2,245			(474	)		(8,037	)		—			—			5,265			—
Security breach		—		—		—			—			—			—			—			—			—			—			—
Non-Gaap severance		—		—		—			—			—			5,907			2,866			6,360			494			—			6,854
Non-Gaap facilities		—		—		—			—			—			1,807			1,750			—			—			—			—
Non-Gaap Integration fees		—		—		—			—			—			—			—			4,371			5,235			—			9,606
Deferred revenue related to acquisitions		—		—		2,213			994			725			552			—			—			—			1,719			—
Restructuring non-cash compensation expense		—		—		—			—			—			—			—			—			—			—			—
Restructuring program non-cash write-offs		923		924		924			3,668			1,053			—			—			—			—			4,721			—
Restructuring expenses, less non-cash items		1,809		2,668		2,232			7,340			4,044			—			—			—			—			11,384			—
Operating income (loss)	$	31,249	$	62,573	$	42,789		$	(14,794	)	$	(339	)	$	2,952		$	3,370		$	(34,874	)	$	(3,880	)	$	(15,133	)	$	(38,754	)

⁽¹⁾ - See notes to financial supplement for further explanation of non-GAAP measures.

12