10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010

OR

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

FOR THE TRANSITION PERIOD FROM                      to                     

COMMISSION FILE NUMBER 001-34209

MONSTER WORLDWIDE, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	13-3906555
(STATE OR OTHER JURISDICTION OF	(I.R.S. 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

2

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MONSTER WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	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.

3

MONSTER WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	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.

4

MONSTER WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	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.

5

MONSTER WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

(unaudited)

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.

6

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

(1) For periods in which losses are presented, dilutive earnings per share calculations do not differ from basic earnings per share because the effects of any potential common stock equivalents are anti-dilutive and therefore not included in the calculation of dilutive earnings per share. For the three months ended June 30, 2010 and 2009, those potential shares totaled 1,393 and 2,535, respectively, which are included in the weighted average anti-dilutive common stock equivalents above in addition to 5,675 and 8,715 of out of the money anti-dilutive common stock equivalents for the three months ended June 30, 2010 and 2009, respectively. For the six months ended June 30, 2010 and 2009, those potential shares totaled 1,793 and 1,838, respectively, which are included in the weighted average anti-dilutive common stock equivalents above in addition to 5,591 and 9,378 of out of the money anti-dilutive common stock equivalents for the six months ended June 30, 2010 and 2009, respectively.

7

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.

8

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

9

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.

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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

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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.

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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

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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%.

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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

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	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

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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

(a)	Revenue by geographic region is generally based on the location of the Company’s subsidiary.
(b)	Shared assets represent assets that provide economic benefit to all of the Company’s operating segments. Shared assets are not allocated to operating segments for internal reporting or decision-making purposes.
(c)	Total long-lived assets include property and equipment, net.

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.

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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

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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.

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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

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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	%

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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.

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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.

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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.

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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	)%

Revenue in our Internet Advertising & Fees segment decreased $1.6 million, or 4.7%, in the second quarter of 2010 compared to the same period of 2009. This decrease resulted primarily from a decrease in offline display advertising revenues in 2010, with lead generation and online display advertising revenue remaining relatively flat in 2010 compared to 2009. We continue to concentrate our resources on revenues from lead generation and display advertising, innovation of new product offerings and increased audience reach.

Operating expenses increased $2.8 million, or 10.2%, in the second quarter of 2010 compared to the same period in 2009. This increase in operating expenses primarily resulted from $2.1 million of increased marketing and promotion costs, primarily associated with expanding our reach and growing the lead generation business.

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 Internet Advertising & Fees operating income was $0.5 million in the second quarter of 2010, compared to operating income of $4.9 million in the second quarter of 2009, as a result of the factors discussed above. Operating margin decreased to 1.8% in the second quarter of 2010, compared to 15.1% in the second quarter of 2009.

Interest and Other, net

Interest and other, net, for the three months ended June 30, 2010 and 2009 resulted in income of $0.9 million and $0.1 million, respectively. Interest and other, net, primarily relates to interest expense on the Company’s outstanding debt, interest income associated with the Company’s various investments, foreign currency gains or losses and gains or losses on the Company’s auction rate securities. The increase in interest and other, net, of $0.8 million resulted primarily from gains recorded related to our auction rate securities, including funds received from RBC related to contingent settlements as well as gains from certain auction rate security redemptions at par value. These gains were partially offset by decreased interest income, primarily associated with the significant decline in investment interest rates experienced during 2010, higher credit facility costs, resulting from higher unused fees, higher amortization costs associated with capitalized deferred financing fees and foreign currency gains in 2009 resulting mainly from gains on intercompany settlements and hedging activity.

Income Taxes

Income taxes for the three months ended June 30, 2010 and 2009 are as follows:

(dollars in thousands)	2010			2009			$ Change			% Change
Loss before income taxes	$	(2,979	)	$	(263	)	$	(2,716	)		(1032.7	)%
Income taxes		(829	)		(83	)		(746	)		(898.8	)%
Effective tax rate		27.8	%		31.6	%

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

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The Company is currently under examination in several domestic and international tax jurisdictions, including the United States Internal Revenue Service. Presently, no material adjustments have been proposed. The Company estimates that it is reasonably possible that unrecorded tax benefits may be reduced by as much as $5.0 million in the next twelve months due to the expiration of the statute of limitations or effective settlements of examinations.

Loss in Equity Interests, Net

Loss in equity interests, net, for the three months ended June 30, 2010 and 2009 was $0.8 million and $1.2 million, respectively. The Company’s equity investments consist of a 50% equity interest in a company located in Australia and a 25% investment in a company located in Finland. This decreased loss in the second quarter of 2010 primarily related to our Australian equity investment, which recorded a decreased loss from operations in the second quarter of 2010, as well as an increase in income in the second quarter of 2010 in our Finland investment.

Net Loss

Our consolidated net loss was $3.0 million in the second quarter of 2010, compared to a net loss of $1.4 million in the second quarter of 2009, as a result of the factors discussed above.

Diluted Loss Per Share

Diluted loss per share in the second quarter of 2010 was $0.02 compared to diluted loss per share of $0.01 in the second quarter of 2009. Diluted weighted average shares outstanding for the three months ended June 30, 2010 and 2009 was 120.7 million shares and 119.3 million shares, respectively. For periods in which losses are presented, dilutive earnings per share calculations do not differ from basic earnings per share because the effects of any potential common stock equivalents are anti-dilutive and therefore not included in the calculation of dilutive earnings per share.

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

Consolidated Revenue, Operating Expenses and Operating Loss

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

				% of						% of			Increase			% Increase
(dollars in thousands)	2010			Revenue			2009			Revenue			(Decrease)			(Decrease)
Revenue	$	430,222			100.0	%	$	477,460			100.0	%	$	(47,238	)		(9.9	)%
Salaries and related		243,416			56.6	%		235,869			49.4	%		7,547			3.2	%
Office and general		119,054			27.7	%		121,975			25.5	%		(2,921	)		(2.4	)%
Marketing and promotion		106,506			24.8	%		118,644			24.8	%		(12,138	)		(10.2	)%
Restructuring and other special charges		—			0.0	%		16,105			3.4	%		(16,105	)		(100.0	)%
Operating expenses		468,976			109.0	%		492,593			103.2	%		(23,617	)		(4.8	)%
Operating loss	$	(38,754	)		(9.0	)%	$	(15,133	)		(3.2	)%	$	(23,621	)		156.1	%

Our consolidated revenue decreased $47.2 million, or 9.9%, in the first six months of 2010 compared to the same period of 2009, which includes $6.4 million of favorable foreign exchange impact. Careers — International experienced a 10.3% decrease in revenue and Careers — North America experienced a 12.3% decrease in revenue. The deferred revenue balance at the beginning of 2009 was $414.3 million, or $108.4 million higher than the deferred revenue balance at the beginning of 2010 of $305.9 million. As such, revenue recognized in the first half of 2010 was negatively impacted by the lower beginning deferred revenue balance when compared to the first half of 2009. However, we are continuing to see improvements in our global business activity with increased bookings in most countries within Asia (particularly Korea, India and China) and most countries in Europe, as well as increased bookings in most sectors of our North American market. 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 remained relatively flat.

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Salary and related expenses increased $7.5 million, or 3.2%, in the first six months of 2010 compared to the same period of 2009, which includes $3.8 million of unfavorable foreign exchange impact. This increase in salaries and related expenses resulted primarily from increased severance costs associated with our targeted global headcount reductions, increased costs associated with the reintroduction of certain employee incentive programs which were modified in 2009 and increased variable compensation costs for the Company’s sales force resulting from increased booking activity, partially offset by decreased regular salary costs primarily associated with reduced headcount in 2010 compared to 2009.

Office and general expenses decreased $2.9 million, or 2.4%, in the first six months of 2010 compared to the same period of 2009, which included $1.3 million of unfavorable foreign exchange impact. The reduction 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 and decreased bad debt expense, partially offset by increased professional fees in 2010 primarily relating to the HotJobs acquisition.

Marketing and promotion expenses decreased $12.1 million, or 10.2%, in the first half of 2010 compared to the same period of 2009, which includes $1.1 million of unfavorable foreign exchange impact. The reduction in marketing and promotion expenses resulted primarily from a more focused and efficient spending program in the first quarter of 2010, which included significant reductions in all categories of marketing and promotion and concentration on effective and productive investments. These reductions in the first quarter of 2010 were partially offset by increased marketing and promotion expenses in the second quarter of 2010 in our Careers — International segment as well as increased online media costs in our Internet Advertising & Fees segment, primarily related to our lead generation business.

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

Our consolidated operating loss was $38.8 million in the first six months of 2010, compared to an operating loss of $15.1 million in the first six months of 2009, as a result of the factors discussed above.

Careers — North America

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

			% of					% of			Increase			% Increase
(dollars in thousands)	2010		Revenue			2009		Revenue			(Decrease)			(Decrease)
Revenue	$	193,905		100.0	%	$	220,983		100.0	%	$	(27,078	)		(12.3	)%
Salaries and related		95,311		49.2	%		98,137		44.4	%		(2,826	)		(2.9	)%
Office and general		39,473		20.4	%		45,866		20.8	%		(6,393	)		(13.9	)%
Marketing and promotion		45,439		23.4	%		61,475		27.8	%		(16,036	)		(26.1	)%
Restructuring and other special charges		—		0.0	%		3,758		1.7	%		(3,758	)		(100.0	)%
Operating expenses		180,223		92.9	%		209,236		94.7	%		(29,013	)		(13.9	)%
Operating income	$	13,682		7.1	%	$	11,747		5.3	%	$	1,935			16.5	%

Revenue in our Careers — North America segment decreased $27.1 million, or 12.3%, in the first half of 2010 compared to the same period of 2009, with revenue recognized in the first half of 2010 negatively impacted by the lower beginning deferred revenue balance when compared to the first half of 2009. 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 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 $2.8 million, or 2.9%, in the first half of 2010 compared to the same period of 2009. This decrease in salaries and related expense resulted primarily from decreased regular salary costs of $10.4 million, primarily associated with reduced headcount in 2010 compared to 2009. These decreases were partially offset by $3.3 million of increased costs associated with the reintroduction of certain employee incentive programs which were modified in 2009, $3.2 million of increased severance costs associated with our targeted headcount reductions in 2010 and $1.5 million of increased variable compensation costs for the Company’s sales force resulting from increased booking activity.

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Office and general expenses decreased by $6.4 million, or 13.9%, in the first half of 2010 compared to the same period of 2009. This decrease in office and general expenses resulted primarily from $3.6 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 $1.6 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 $0.9 million.

Marketing and promotion expenses decreased $16.0 million, or 26.1%, in the first half of 2010 compared to the same period of 2009. The reduction in marketing and promotion expenses resulted primarily from a more focused and efficient spending program in the first half of 2010, which included significant reductions in all categories of marketing and promotion, including the reduced number of Keep America Working tour events, the decision not to renew certain sponsorship agreements and the significant reduction in offline marketing costs incurred in the first quarter of 2009 to support the redesigned seeker website and employer product.

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

Our Careers — North America operating income was $13.7 million in the first half of 2010, compared to $11.7 million in the first half of 2009, as a result of the factors discussed above.

Careers — International

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

				% of						% of			Increase			% Increase
(dollars in thousands)	2010			Revenue			2009			Revenue			(Decrease)			(Decrease)
Revenue	$	172,484			100.0	%	$	192,263			100.0	%	$	(19,779	)		(10.3	)%
Salaries and related		106,495			61.7	%		98,533			51.2	%		7,962			8.1	%
Office and general		47,595			27.6	%		49,835			25.9	%		(2,240	)		(4.5	)%
Marketing and promotion		36,342			21.1	%		36,217			18.8	%		125			0.3	%
Restructuring and other special charges		—			0.0	%		10,368			5.4	%		(10,368	)		(100.0	)%
Operating expenses		190,432			110.4	%		194,953			101.4	%		(4,521	)		(2.3	)%
Operating loss	$	(17,948	)		(10.4	)%	$	(2,690	)		(1.4	)%	$	(15,258	)		567.1	%

Our Careers — International segment revenue decreased $19.8 million, or 10.3%, in the first half of 2010 compared to the same period of 2009, which includes $4.9 million of favorable foreign exchange impact, with revenue recognized in the first half of 2010 negatively impacted by the lower beginning deferred revenue balance when compared to the first half of 2009. However, we are continuing to see improvements in bookings in Asia (particularly Korea, India and China) as well as most countries within Europe, with particularly strong growth in 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 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.

Salary and related expenses increased $8.0 million, or 8.1%, in the first half of 2010 compared to the same period of 2009, which includes $2.7 million of unfavorable foreign exchange impact. This increase in salaries and related expenses resulted primarily from $3.1 million of increased severance costs associated with our targeted global headcount reductions and $2.5 million of increased variable compensation costs for the Company’s sales force relating to increased bookings activity, partially offset by decreased costs for temporary labor of $1.1 million.

Office and general expenses decreased $2.2 million, or 4.5%, in the first half of 2010 compared to the same period of 2009, which includes $1.1 million of unfavorable foreign exchange impact. This decrease in office and general expenses resulted primarily from $1.7 million of decreased bad debt expense, primarily associated with certain bad debt charges recorded in 2009 relating to customers negatively impacted by the global recession and $0.8 million of decreased travel related expenses.

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Marketing and promotion expenses increased $0.1 million, or 0.3%, in the first half of 2010 compared to the same period of 2009, which includes $0.9 million of unfavorable foreign exchange impact. This increase in marketing and promotion expenses in 2010 results primarily from increased second quarter investment in marketing activities in Asia, particularly within China, and Europe, to support the initial promotion of Power Resume Search, partially offset by decreased costs in the first quarter of 2010.

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

Our Careers — International operating loss was $17.9 million in the first half of 2010, compared to an operating loss of $2.7 million in the first half of 2009, as a result of the factors discussed above.

Internet Advertising & Fees

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

			% of					% of			Increase			% Increase
(dollars in thousands)	2010		Revenue			2009		Revenue			(Decrease)			(Decrease)
Revenue	$	63,833		100.0	%	$	64,214		100.0	%	$	(381	)		(0.6	)%
Salaries and related		24,746		38.8	%		23,157		36.1	%		1,589			6.9	%
Office and general		12,910		20.2	%		11,605		18.1	%		1,305			11.2	%
Marketing and promotion		24,395		38.2	%		20,353		31.7	%		4,042			19.9	%
Restructuring and other special charges		—		0.0	%		616		1.0	%		(616	)		(100.0	)%
Operating expenses		62,051		97.2	%		55,731		86.8	%		6,320			11.3	%
Operating income	$	1,782		2.8	%	$	8,483		13.2	%	$	(6,701	)		(79.0	)%

Revenue in our Internet Advertising & Fees segment decreased $0.4 million, or 0.6%, in the first half of 2010 compared to the same period of 2009. This decrease resulted primarily from a decrease in offline display advertising revenues, partially offset by an increase in revenue associated with lead generation and online display advertising revenue. We continue to concentrate our resources on revenues from lead generation and display advertising, innovation of new product offerings and increased audience reach.

Operating expenses increased $6.3 million, or 11.3%, in the first half of 2010 compared to the same period in 2009. This increase in operating expenses primarily resulted from $4.0 million of increased marketing and promotion costs, primarily associated with expanding our reach and growing the lead generation business, $1.0 million of increased costs associated with the reintroduction of certain employee incentive programs which were modified in 2009 and $0.7 million of increased severance costs associated with our targeted headcount reductions in 2010.

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

Our Internet Advertising & Fees operating income was $1.8 million in the first half of 2010, compared to operating income of $8.5 million in the first half of 2009, as a result of the factors discussed above. Operating margin decreased to 2.8% in the first half of 2010, compared to 13.2% in the first half of 2009.

Interest and Other, net

Interest and other, net, for the six months ended June 30, 2010 and 2009 resulted in income of $0.2 million and $1.3 million, respectively. Interest and other, net, primarily relates to interest expense on the Company’s outstanding debt, interest income associated with the Company’s various investments, foreign currency gains or losses and gains or losses on the Company’s auction rate securities. The decrease in interest and other, net, of $1.1 million resulted primarily from decreased interest income, primarily associated with the significant decline in investment interest rates experienced during 2010, higher credit facility costs resulting from higher unused fees, higher amortization costs associated with capitalized deferred financing fees and foreign currency gains in 2009 resulting mainly from gains on intercompany settlements and hedging activity. These reductions in interest and other, net were partially offset by funds received in the second quarter of 2010 from RBC related to auction rate security contingent settlements and gains from auction rate security redemptions.

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Income Taxes

Income taxes for the six months ended June 30, 2010 and 2009 are as follows:

(dollars in thousands)	2010			2009			$ Change			% Change
Loss before income taxes	$	(38,506	)	$	(13,854	)	$	(24,652	)		(177.9	)%
Income taxes		(13,008	)		(4,572	)		(8,436	)		(184.5	)%
Effective tax rate		33.8	%		33.0	%

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

The Company is currently under examination in several domestic and international tax jurisdictions. Presently, no material adjustments have been proposed. The Company estimates that it is reasonably possible that unrecorded tax benefits may be reduced by as much as $5.0 million in the next twelve months due to the expiration of the statute of limitations or settlement of examinations.

Loss in Equity Interests, Net

Loss in equity interests, net, for the six months ended June 30, 2010 and 2009 was $1.6 million and $2.4 million, respectively. The Company’s equity investments consist of a 50% equity interest in a company located in Australia and a 25% investment in a company located in Finland. This decreased loss in the first six months of 2010 primarily related to our Australian equity investment, which recorded a decreased loss from operations in 2010, as well as an increase in income in 2010 in our Finland investment.

Net Loss

Our consolidated net loss was $27.1 million in the first six months of 2010, compared to a net loss of $11.7 million in the first six months of 2009, as a result of the factors discussed above.

Diluted Loss Per Share

Diluted loss per share in the first half of 2010 was $0.23 compared to diluted loss per share of $0.10 in the first half of 2009. Diluted weighted average shares outstanding for the six months ended June 30, 2010 and 2009 was 120.4 million shares and 119.1 million shares, respectively. For periods in which losses are presented, dilutive earnings per share calculations do not differ from basic earnings per share because the effects of any potential common stock equivalents are anti-dilutive and therefore not included in the calculation of dilutive earnings per share.

Financial Condition

The following tables detail our cash and cash equivalents and marketable securities:

	June 30,			December 31,			Change
(dollars in thousands)	2010			2009			$			%
Cash and cash equivalents	$	288,729		$	275,447		$	13,282			4.8	%
Marketable securities (current and non-current)		12,394			24,669			(12,275	)		(49.8	)%
Cash and cash equivalents and marketable securities	$	301,123		$	300,116		$	1,007			0.3	%
Percentage of total assets		17.4	%		16.4	%

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Cash Flows

Consolidated cash flows for the six months ended June 30, 2010 and 2009 are as follows:

	June 30,			June 30,			Change
(dollars in thousands)	2010			2009			$			%
Cash provided by operating activities	$	42,914		$	125		$	42,789			34231.2	%
Cash used for investing activities		(8,621	)		(33,089	)		24,468			(73.9	)%
Cash (used for) provided by financing activities		(9,149	)		39,602			(48,751	)		(123.1	)%
Effect of exchange rates on cash		(11,862	)		7,354			(19,216	)		(261.3	)%

As of June 30, 2010, we had cash, cash equivalents and total marketable securities of $301.0 million, compared to $300.1 million as of December 31, 2009. Our increase in cash, cash equivalents and total marketable securities of $1.0 million in the first half of 2010 primarily results from $42.9 million of cash provided by operating activities, partially offset by $20.5 million of capital expenditures, $9.2 million of taxes paid relating to net share settlements of restricted stock awards and units, $2.9 million expended to fund our Australian equity investee as well as the impact of the strengthening U.S. dollar which negatively impacted cash and cash equivalents by $11.9 million.

Cash provided by operating activities was $42.9 million for the six months ended June 30, 2010, an increase of $42.8 million from the $0.1 million of cash provided by operating activities for the six months ended June 30, 2009. This increase in cash provided by operating activities resulted primarily from increased cash flows provided by working capital items in 2010 of $58.2 million (primarily resulting from changes in accounts receivable, deferred revenue and accounts payable, accrued liabilities and other), partially offset by the 2010 net loss increasing $15.4 million from the 2009 net loss.

Cash used for investing activities was $8.6 million for the six months ended June 30, 2010, a decrease of $24.5 million from cash used for investing activities of $33.1 million for the six months ended June 30, 2009. This decrease is primarily a result of increased sales and maturities of marketable securities of $11.2 million, decreased purchases of marketable securities of $7.5 million and reduced capital expenditures of $5.9 million.

Cash used for financing activities was $9.1 million for the six months ended June 30, 2010, a decrease of $48.8 million from cash provided by financing activities of $39.6 million for the six months ended June 30, 2009. This decrease is primarily a result of the first half of 2009 including $199.2 million of borrowings from the Company’s credit facility and 2010 including $6.8 million of taxes paid relating to net share settlements of restricted stock awards and units, partially offset by the first half of 2009 including $157.2 million of payments of borrowings from the Company’s credit facility.

Liquidity and Capital Resources

Our principal capital requirements have been to fund (i) working capital, (ii) marketing and development of our Monster network, (iii) acquisitions, (iv) capital expenditures and (v) share repurchases.

Historically, we have relied on funds provided by operating activities, equity offerings, short and long-term borrowings and seller-financed notes to meet our liquidity needs. We invest our excess cash predominantly in bank time deposits, U.S. treasury bills, money market funds and commercial paper that matures within three months of its origination date and marketable securities. Due to the current state of the financial markets, we have redeployed our excess cash during 2009 and 2010 in conservative investment vehicles such as money market funds that invest solely in U.S. treasuries, top foreign sovereign regional, national and supra-national bank debt obligations and bank deposits at prime money center banks. We actively monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety of principal while secondarily on maximizing yield on those funds. We can provide no assurances that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

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At any point in time we have funds in our operating accounts and customer accounts that are with third party financial institutions. These balances in the United States may exceed the Federal Deposit Insurance Corporation insurance limits. While we monitor the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or could be subject to other adverse conditions in the financial markets. We have marketable securities invested in tax-exempt auction rate bonds. As a result of persistent failed auctions beginning in February 2008, and the uncertainty of when these investments could be successfully liquidated at par, we have classified all of these investments in auction rate bonds as available-for-sale securities, which are recorded as non-current marketable securities (with the exception of the $8.3 million par value auction rate securities marketed and sold by UBS AG and its affiliates (collectively, “UBS”) as of June 30, 2010, as described below) in the consolidated balance sheets as of December 31, 2009 and June 30, 2010.

As of June 30, 2010, the Company held $12.8 million (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. 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. Based on third party valuations and other market observable inputs, the auction rate securities with an original par value and cost of $12.8 million were recorded at a fair value of $12.4 million as of June 30, 2010.

Included in the Company’s auction rate securities portfolio are approximately $8.3 million 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. 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 $8.3 million from UBS on July 1, 2010.

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

Credit Facility

Borrowings under our credit facility were $50.0 million as of June 30, 2010 and December 31, 2009.

In December 2007, the Company entered into a senior unsecured revolving credit facility that provided for maximum borrowings of $250.0 million. 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 $250.0 million revolving credit facility and provides for a new $50.0 million term loan facility, providing for a total of $300.0 million 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 $5.0 million payable on each anniversary of the Amendment Closing Date and the remaining $35.0 million 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.

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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. 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 $50.0 million in borrowings on the term loan facility, no borrowings on the revolving credit facility and $1.6 million for standby letters of credit. The portion of the borrowings on the term loan that is due within one year, which represents $5.0 million 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 $45.0 million is classified as long-term. As of June 30, 2010, $248.4 million was unused on the Company’s revolving credit facility, of which $191.5 million 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%.

Agreement to Acquire HotJobs Business from Yahoo! Inc.

On February 3, 2010, the Company entered into an Asset Purchase Agreement with Yahoo! Inc. (“Yahoo!”), pursuant to which the Company has agreed to acquire from Yahoo! certain assets exclusive to Yahoo! HotJobs for a purchase price of $225 million in cash payable at the closing of the transaction. The closing is subject to customary conditions, including the receipt of requisite antitrust approvals, and is anticipated to occur during the third quarter of 2010. 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 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.

Income Taxes

Thus far in 2010, we have incurred tax losses and have not paid significant taxes in the United States. We expect to carry any 2010 tax losses forward to future years. We continue to have taxable income in certain foreign tax jurisdictions in which we pay taxes on a quarterly basis.

Restructuring Activities

We have recorded significant charges and accruals in connection with our 2007 restructuring initiatives, prior business reorganization plans and discontinued operations. These accruals include estimates pertaining to future lease obligations, employee separation costs and the settlements of contractual obligations resulting from our actions. Although we do not anticipate significant changes, the actual costs may differ from these estimates. As of June 30, 2009, the Company had completed all of the initiatives relating to the 2007 restructuring program and no new charges will be incurred in the future relating to this program.

Operating Lease Obligations

We have recorded significant charges and accruals relating to terminating certain operating lease obligations before the end of their terms once the Company no longer derives economic benefit from the lease. The liability is recognized and measured at its fair value when we determine that the cease use date has occurred and the fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property. The estimate of subsequent sublease rental income may change and require future changes to the fair value of the liabilities for the lease obligations.

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Share Repurchase Plan

As of June 30, 2010, we have no authorization to purchase shares of our Common Stock under any share repurchase plan.

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		—		—		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

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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, which approximates fair value due to market interest rates.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 1, Basis of Presentation and Significant Accounting Policies, of the Notes to Consolidated Financial Statements, included in “Item 8, Financial Statements and Supplementary Data”, of our Annual Report on Form 10-K. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Revenue Recognition and Accounts Receivable

The Company recognizes revenue on agreements in accordance with ASC 605, Revenue Recognition.

Careers — North America and Careers — International. Our Careers — North America and Careers — International segments primarily earn revenue from the placement of job postings on the websites within the Monster network, access to the Monster network’s online resume database and other career-related services. We recognize revenue at the time that job postings are displayed on the Monster network websites, based upon customer usage patterns. Revenue earned from subscriptions to the Monster network’s resume database is recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. Revenue associated with multiple element contracts is allocated based on the relative fair value of the services included in the contract. Unearned revenues are reported on the balance sheet as deferred revenue. We review accounts receivable for those that may potentially be uncollectible and any accounts receivable balances that are determined to be uncollectible are included in our allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

Internet Advertising & Fees. Our Internet Advertising & Fees segment primarily earns revenue from the display of advertisements on the Monster network of websites, “click-throughs” on text based links, leads provided to advertisers and subscriptions to premium services. We recognize revenue for online advertising as “impressions” are delivered. An “impression” is delivered when an advertisement appears in pages viewed by our users. We recognize revenue from the display of click-throughs on text based links as click-throughs occur. A click-through occurs when a user clicks on an advertiser’s listing. Revenue from lead generation is recognized as leads are delivered to advertisers. In addition, we recognize revenue for certain subscription products ratably over the length of the subscription. We review accounts receivable for those that may potentially be uncollectible and any accounts receivable balances that are determined to be uncollectible are included in our allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

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Fair Value Measurements

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expense and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. Our debt consists of borrowings under our credit facility, which approximates fair value due to market interest rates.

Asset Impairment

Business Combinations, Goodwill and Intangible Assets. We account for business combinations in accordance with ASC 805, Business Combinations. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition.

The judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following a business combination. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

We evaluate our goodwill for impairment annually or more frequently if indicators of potential impairment exist. The first step of the impairment review process compares the fair value of the reporting unit in which the goodwill resides to the carrying value of that reporting unit. The second step of the impairment review measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount. The determination of whether or not goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of our reporting units. Changes in our strategy and/or market conditions could significantly impact these judgments and require reductions to recorded amounts of intangible assets. As of June 30, 2010, none of our reporting units with significant goodwill were at risk of failing step one of the goodwill impairment test.

Long-lived assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use internal discounted cash flows estimates, quoted market prices when available and independent appraisals, as appropriate, to determine fair value. We derive the required cash flow estimates from our historical experience and our internal business plans and apply an appropriate discount rate.

Income Taxes

We utilize the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances we consider projected future taxable income and the availability of tax planning strategies. If in the future we determine that we would not be able to realize our recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made.

We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is a 50% or less likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

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Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Stock Compensation (formerly SFAS 123 (revised 2004), Share-Based Payment). Under the fair value recognition provisions of ASC 718, 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, net of estimated forfeitures. We use the Black-Scholes option-pricing model to determine the fair value of stock option awards and measure non-vested stock awards using the fair market value of our common stock on the date the award is approved. For certain 2008 awards, which were market-based grants, we estimated the fair value of the award utilizing a Monte Carlo simulation model. We award stock options, non-vested stock, market-based non-vested stock and performance-based non-vested stock to employees, directors and executive officers.

Restructuring and Other Operating Lease Obligations

We recognize a liability for costs to terminate an operating lease obligation before the end of its term when we no longer derive economic benefit from the lease. The liability is recognized and measured at its fair value when we determine that the cease use date has occurred and the fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property. The estimate of subsequent sublease rental income may change and require future changes to the fair value of the liabilities for the lease obligations.

Equity Investments

Gains and losses in equity interest for the three months ended June 30, 2010, resulting from our equity method investments in businesses in Finland and Australia, are based on unaudited financial information of those businesses. Although we do not anticipate material differences, audited results may differ.

Recently Issued Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in connection with the information on financial market risk related to non-U.S. currency exchange rates, changes in interest rates and other financial market risks in Part II, Item 7A, “ Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2009.

Foreign Exchange Risk

During the three and six months ended June 30, 2010, revenue from our international operations accounted for 43.0% and 42.6%, respectively, of our consolidated revenue. Revenue and related expenses generated from our international websites are generally denominated in the functional currencies of the local countries. Our primary foreign currencies are Euros, British Pounds and Czech Korunas. The functional currency of our subsidiaries that either operate or support these websites is the same as the corresponding local currency. The results of operations of, and certain of our intercompany balances associated with, our internationally-focused websites are exposed to foreign exchange rate fluctuations. Upon consolidation, as exchange rates vary, revenue and other operating results may differ materially from expectations, and we may record significant gains or losses on the remeasurement of intercompany balances. The effect of the strengthening U.S. dollar in the three months ended June 30, 2010 negatively impacted reported revenue and operating income by approximately $0.8 million and $0.1 million, respectively, compared to the corresponding 2009 period. The effect of the weakening U.S. dollar in the six months ended June 30, 2010 favorably impacted reported revenue and operating income by approximately $6.4 million and $0.3 million, respectively, compared to the corresponding 2009 period.

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We have foreign exchange risk related to foreign-denominated cash, cash equivalents and marketable securities (“foreign funds”). Based on the balance of foreign funds at June 30, 2010 of $195 million, an assumed 5%, 10% and 20% negative currency movement would result in fair value declines of $9.8 million, $19.5 million and $39.0 million, respectively.

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

The financial statements of our non-U.S. subsidiaries are translated into U.S. dollars using current rates of exchange, with gains or losses included in the cumulative translation adjustment account, a component of stockholders’ equity. During the three and six months ended June 30, 2010, our cumulative translation adjustment account decreased $27.9 million and $43.6 million, respectively, primarily attributable to the strengthening of the U.S. dollar against the Euro and British Pound.

Interest Rate Risk

Credit Facility

As of June 30, 2010, our debt was comprised primarily of borrowings under our credit facility. The interest rates under our credit facility may be reset due to fluctuation in a market-based index, such as the federal funds rate, the 1-month LIBOR rate or the credit facility’s administrative agent’s prime rate. Assuming the amount of borrowings available under our credit facility was fully drawn during the second quarter of 2010, we would have had $300.0 million outstanding under such facility, and a hypothetical 1.00% (100 basis-point) change in the interest rate of our credit facility would have changed our quarterly pre-tax earnings by approximately $0.7 million for the three months ended June 30, 2010. Assuming the amount of borrowings under our credit facility was equal to the amount of outstanding borrowings on June 30, 2010, we would have had $51.6 million of total usage and a hypothetical 1.00% (100 basis-point) change in the interest rate of our credit facility would have changed our pre-tax earnings by approximately $0.1 million for the three months ended June 30, 2010. We do not manage the interest rate risk on our debt through the use of derivative instruments.

Investment Portfolio

Our investment portfolio is comprised primarily of cash and cash equivalents and investments in a variety of debt instruments of high quality issuers, money market funds which invest in U.S Treasuries, top sovereign, regional, national and supra-national bank commercial paper, bank time deposits and government bonds that mature within six months of their origination date, as well as auction rate securities. A hypothetical 1.00% (100 basis-point) change in interest rates applicable to our investment portfolio would have changed our quarterly pretax earnings by approximately $0.7 million for the three months ended June 30, 2010.

Other Market Risks

Investments in Auction Rate Securities

As of June 30, 2010, the Company held $12.8 million (at par and cost value) of investments in auction rate securities. Given current conditions in the auction rate securities market as described in Note 8, Investments, of the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q, the auction rate securities with the original par value and cost of $12.8 million were written down to an estimated fair value of $12.4 million. We may incur additional other-than-temporary realized losses in the future if market conditions persist and we are unable to recover the cost of our auction rate bond investments. A hypothetical 1.00% (100-basis-point) loss from the par value of these investments would have resulted in a $0.1 million impairment as of June 30, 2010.

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ITEM 4. CONTROLS AND PROCEDURES

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

There have been no significant changes in Monster Worldwide’s internal controls over financial reporting that occurred during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial position and results of operations. There are no material changes from the risk factors set forth in Part I, “Item 1A., Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit
Number		Description
	10.1	Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of the People’s Republic of China
	15.1	Letter from BDO USA, LLP regarding unaudited interim financial information.
	31.1	Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by Timothy T. Yates pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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 thereunto duly authorized.

	MONSTER WORLDWIDE, INC. (Registrant)
Dated: July 30, 2010	By:	/s/ SALVATORE IANNUZZI
		Salvatore Iannuzzi
		Chairman, President and Chief Executive Officer (principal executive officer)
Dated: July 30, 2010	By:	/s/ TIMOTHY T. YATES
		Timothy T. Yates
		Executive Vice President and Chief Financial Officer (principal financial officer)
Dated: July 30, 2010	By:	/s/ JAMES M. LANGROCK
		James M. Langrock
		Senior Vice President, Finance and Chief Accounting Officer (principal accounting officer)

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EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of the People’s Republic of China
	15.1	Letter from BDO USA, LLP regarding unaudited interim financial information.
	31.1	Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by Timothy T. Yates pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-10.1

EXHIBIT 10.1

MONSTER WORLDWIDE, INC.

RESTRICTED STOCK UNIT AWARD

GRANT NOTICE

MONSTER WORLDWIDE, INC., a Delaware corporation (the “Company”), hereby notifies [Participant Name] (the “Participant”) of a grant of Restricted Stock Units (“RSUs”) by the Committee to the Participant on [Grant Date] (the “Grant Date”) pursuant to the Company’s 2008 Equity Incentive Plan(the “Plan”), upon the terms and conditions set forth in this Grant Notice and the Plan. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

1. Grant of RSUs. Subject to the terms and conditions of this Grant Notice and the Plan, the Participant has been granted [Number of RSUs] RSUs. The RSUs shall vest and payment in respect of such RSUs shall be made, if at all, in accordance with Section 2 hereof.

2. Vesting.

(a) The RSUs granted to the Participant shall vest and payment in respect of such number of RSUs shall be made as to the percentage of the RSUs indicated on the dates specified below (each an “RSU Vesting Date”), provided that the Participant has remained in the continuous employment of the Company or any of its Affiliates from the Grant Date through and including each applicable RSU Vesting Date:

	Incremental Percentage
Date	of Award Being Vested
First Anniversary of Grant Date		25	%
Second Anniversary of Grant Date		25	%
Third Anniversary of Grant Date		25	%
Fourth Anniversary of Grant Date		25	%

Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage.

(b) In the event that during the period of the Participant’s employment with the Company or one of its Affiliates after the Grant Date:

(i) the Participant dies, or

(ii) the Participant incurs a Disability,

(such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest as of the date of the applicable Acceleration Event, subject to Section 2(d) below.

(a) In the event that during the period of the Participant’s employment with the Company or one of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest on the date of such Change in Control. In the event that the Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Plan and this Grant Notice, but the Committee, in its sole determination expects the Participant to be Disabled at the end of the 9-month period referred to in Section 4(a) of this Grant Notice, then all of the unvested RSUs of such Participant, to the extent not previously forfeited, shall vest upon the date of the Change in Control.

(b) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), 2(b) or 2(c) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for general business.

(c) On or as soon as reasonably practicable following the applicable RSU Vesting Date (but in no event later than the end of the calendar year in which such date occurs), the Company shall deliver to an account with the third party administering the Company’s equity awards programs (currently Charles Schwab) (the “Administrator”) one share of Common Stock with respect to each whole RSU that vests on such date, subject to Sections 3, 7 and 15 below. Upon such delivery, all obligations of the Company with respect to each such RSU shall be deemed satisfied in full. It is a condition to the Company’s obligation to deliver any evidence of the shares of Common Stock to the Participant pursuant to this Grant Notice that, if required by the Company, the Participant shall have opened an individual account with the Administrator.

3. Certain Changes; Rights as a Stockholder. The number and class of shares of Common Stock or other securities which are distributable to the Participant with respect to any RSU covered by this Grant Notice shall be adjusted proportionately or as otherwise appropriate to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, spin-off, split-off, split-up, recapitalization, capital reorganization, reclassification of shares of Common Stock, merger or consolidation, or any like capital adjustment, or the payment of any stock dividend, and/or to reflect a change in the character or class of shares covered by the Plan arising from a readjustment or recapitalization of the Company’s capital stock, in each case as determined by the Committee. The Participant shall not have any rights to cash dividends, voting rights or other rights of a stockholder with respect to the RSUs covered by this Grant Notice until the Company delivers Common Stock in accordance with Section 2(e).

4. Definitions. The following terms shall have the following meanings:

(a) “Affiliate” means a person or entity that controls, is controlled by, or is under common control with the Company.

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(b) “Disability” or “Disabled” means, notwithstanding any definition in the Plan, that, in the determination of the Committee, the Participant is both (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and (ii) (x) in case the Participant is eligible for the long term disability program offered to United States-based employees by the Company or its Affiliates, the Participant has actually received long term disability benefits for no less than 9 months or (y) in case the Participant is not eligible for such long term disability program solely by virtue of not being based in the United States, the Participant would have been eligible to receive long term disability benefits for no less than 9 months but for the Participant not being based in the United States. For purposes of Section 2(b) above, it is understood that the Disability shall be deemed to be incurred on the last day of the 9-month period contemplated in clause (ii) of the immediately preceding sentence. In the event the Participant has met the condition set forth in clause (i) of the first sentence of this definition but does not satisfy the condition set forth in clause (ii) of this definition solely by reason of the Participant’s death, then the provisions of such clause (ii) shall be deemed to have been satisfied and for purposes of Section 2(b) above the Disability shall be deemed to be incurred on the date of such death.

5. No Employment Rights; Termination of Employment. Nothing in this Grant Notice shall give the Participant any right to continue in the employment of the Company or any Affiliate, or to interfere in any way with the right of the Company or any Affiliate to terminate the employment of the Participant. Except as otherwise expressly provided in Sections 2(b) and 2(c) hereof, RSUs that are not vested as of the date the Participant’s employment with the Company and its Affiliates terminates or ceases for any reason or no reason, whether voluntary or involuntary (including, without limitation, termination or cessation of employment with or without cause or arising out of or in connection with a reduction in force, sale or shutdown of certain operations, or otherwise), shall immediately and automatically terminate and be forfeited in their entirety, provided, however, that only for purposes of this Grant Notice the Participant’s employment shall not be deemed terminated solely by virtue of the Participant’s voluntary cessation of employment in circumstances that the Committee determines are reasonably likely to result in a Disability for so long as the Committee determines that the Participant continues to satisfy the conditions that would ultimately lead to the Committee’s determination that the Participant has incurred a Disability.

6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extent that there are inconsistencies between those provisions and the provisions hereof, the provisions of the Plan shall govern. A copy of the Plan is available on the Company’s global Intranet Web site, currently located at http://insideworldwide.com and obtainable from local Human Resources Department.

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7. Withholding. In the event that prior to any applicable RSU Vesting Date hereunder the Participant has not provided the Company with notice (which may be by written notice or by an election made via the website operated by the Administrator) (the “Payment Notice”) to the effect that the Participant will provide the Company (or the Administrator on the Company’s behalf) payment of the amount, if any, deemed necessary by the Company in its reasonable discretion to enable the Company and its Affiliates to satisfy the minimum federal, foreign or other tax withholding or similar obligations of the Company and its Affiliates with respect to the shares of Common Stock vesting on such RSU Vesting Date (and/or any other items which may be distributable to the Participant on the RSU Vesting Date pursuant to Section 3 hereof), or in the event the Participant provides the Payment Notice but does not deliver payment of the appropriate amount to the Company (or the Administrator on the Company’s behalf) by such RSU Vesting Date, then the Company shall satisfy the minimum federal, foreign or other tax withholding or similar obligation of the Company and its Affiliates with respect to such vesting by withholding the number of whole shares of Common Stock (on and valued as of the RSU Vesting Date) (and/or other items which may be distributable to the Participant on the RSU Vesting Date pursuant to Section 3 hereof) sufficient to satisfy such minimum withholding and other obligations.

8. Notices. All notices or other communications to be given or delivered in connection with this Grant Notice shall be either in electronic format or in writing and shall be deemed to have been properly served if delivered electronically, personally, by courier, or by certified or registered mail, return receipt requested and first class postage prepaid, in the case of notices to the Company, to the attention of Director of Human Resources, at the Company’s offices at 5 Clock Tower Place, Suite 500, Maynard, MA 01754 and in the case of notices to the Participant, to the Participant’s last known address (as noted in the Participant’s personnel file) or such other addresses (including any electronic email addresses) as the recipient party has specified by prior notice to the sending party. All such notices and communications shall be deemed received upon the actual delivery thereof in accordance with the foregoing.

9. Binding Effect; Headings; Status. This Grant Notice shall be binding upon and shall inure to the benefit of the Company, the Participant and their respective successors and permitted assigns. The subject headings of Sections are included for the purpose of convenience only and shall not affect the construction or interpretation of any of the provisions of this Grant Notice. The Participant’s rights under this Grant Notice, including, without limitation, rights to RSUs, shall at all times that such rights exist represent a general obligation of the Company. The Participant shall be a general creditor of the Company with respect thereto and shall not have a secured or preferred position with respect thereto. Nothing in this Grant Notice or the Plan shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind.

10. Non-Assignability, Etc. The Participant’s rights under this Grant Notice, including, without limitation, rights to RSUs, are not assignable or transferable except upon the Participant’s death to a beneficiary designated by the Participant in a written beneficiary designation filed with the Company or, if no duly designated beneficiary shall survive the Participant, pursuant to the Participant’s will and/or by the laws of descent and distribution. Any and all such rights shall not be subject to anticipation, alienation, sale, transfer, encumbrance except as otherwise expressly permitted herein.

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11. Securities Laws; Insider Trading. The Committee may from time to time impose any conditions on the RSUs and shares of Common Stock as it deems necessary or advisable to ensure that the Plan, this Grant Notice and the issuance and resale or any securities comply with all applicable securities laws, including without limitation the Securities Act and Rule 16b-3 under the Exchange Act. Such conditions may include, among other things, the requirement that certificates for shares of Common Stock to be issued to the Participant hereunder contain a restrictive legend in such form and substance as may be determined by the Committee. Without limiting the foregoing, it is understood that Affiliates of the Company may resell Common Stock only pursuant to an effective registration statement under the Securities Act, pursuant to Rule 144 under the Securities Act, or pursuant to another exemption from registration under the Securities Act. The Participant understands and agrees that any and all transactions involving shares of Common Stock or other securities of the Company must comply with applicable laws, rules, regulations and policies, including but not limited to the Company’s policy regarding insider trading, which policy, among other things, prohibits transactions involving shares of Common Stock or other securities of the Company by individuals who have material non-public information relating to the Company.

12. General.

(a) This Grant Notice shall be deemed to be an Award Agreement as defined in the Plan. This Grant Notice shall be governed by and construed in accordance with the laws of the State of New York (other than the conflict of laws provisions thereof). This Grant Notice constitutes the entire understanding of the legal obligations between the parties with respect to the subject matter hereof and controls and supersedes any prior understandings, agreements or representations by or between the parties, written or oral with respect to its subject matter, including but not limited to the provisions of any and all employment agreements and offer letters (such as terms providing for acceleration or other enhancement to restricted stock or other equity interests in the event of the occurrence of specified events), except and only to the extent of any rights of the Company or its Affiliates relating to Section 280G of the Internal Revenue Code of 1986, as amended. The Participant should not rely on any representation not set forth in this Grant Notice.

(b) The Participant has received a copy of a Mandarin Chinese translation of this Grant Notice (attached as Annex A). The provisions of this Grant Notice (and the Plan as provided in Section 6 of this Grant Notice) shall govern, and if or to the extent that there are inconsistencies between those provisions and the provisions of the Mandarin Chinese translation of this Grant Notice, the provisions of this Grant Notice and the Plan shall govern.

13. Amendment. This Grant Notice may be unilaterally amended by the Company without Participant’s consent as provided in the Plan or to conform the Grant Notice to any changes required by the Administrator or as a result of the change of Administrator.

14. Confidentiality. No disclosure relating to the existence, the subject matter or the terms of this Grant Notice shall be made by the Participant to any third party, including but not limited to any present or former employee of the Company or any of its Affiliates, without the prior written approval of the Company. Upon the Participant’s breach of this confidentiality requirement, the Company shall have the sole discretion to seek indemnification from the Participant in respect of the damage suffered by the Company or its Affiliates as a result of the breach or instruct the relevant Affiliate to terminate the Participant’s employment with such Affiliate and forfeit the RSUs granted hereunder in their entirety.

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15. Additional Terms and Conditions for People’s Republic of China (“PRC”) National Participants. For PRC national participants who reside in the PRC and hold PRC ID cards, the following additional terms and conditions apply:

(a) Subject to Sections 15(b) and 15(c), upon the sale of shares of Common Stock following vesting by PRC national participants, the Company agrees, pursuant to the arrangements described in Section 15(b), to pay the PRC national participants the cash proceeds from the sale of the shares, less any brokerage fees or commissions and subject to any obligation to satisfy federal, foreign or other tax withholding or similar obligations of the Company and its Affiliates. Subject to Section 11, the determination of when to sell shares of vested Common Stock shall be in the Participant’s discretion, unless otherwise required by the Company in accordance with Section 15(c).

(b) Pursuant to PRC exchange control requirements, the cash proceeds from the sale of the shares will be repatriated into the PRC. Such repatriation of the cash proceeds will need to be effectuated through a special exchange control account established by the Company or its Affiliates in the PRC, and any cash proceeds from the sale of shares may be transferred to such special exchange control account prior to being delivered to the PRC national participants.

(c) In order to ensure PRC law compliance of the Plan and the RSU Notice, the Company and its Affiliates may need to impose additional filing, registration, or other requirements as additional conditions for participation by PRC national participants. This may include conditions such as the mandatory sale of granted RSUs immediately upon vesting.

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ANNEX A

[Mandarin Chinese translation of the Grant Notice]

EX-15.1

Exhibit 15.1

July 30, 2010
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

We are aware that Monster Worldwide, Inc. has incorporated by reference in its Registration Statements on Form S-8 (Nos. 333-81843, 333-63631, 333-50699, 333-18937, 333-131899, 333-151430 and 333-160196) our report dated July 30, 2010, relating to the Company’s unaudited interim consolidated financial statements appearing in its quarterly report on Form 10-Q for the quarter ended June 30, 2010. Pursuant to Regulation C under the Securities Act of 1933 (the “Act”), that report is not considered a part of the registration statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. It should be noted that we have not performed any procedures subsequent to July 30, 2010.

/s/ BDO USA LLP

New York, NY

EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Salvatore Iannuzzi, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Monster Worldwide, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 30, 2010	By:	/s/ SALVATORE IANNUZZI
		Salvatore Iannuzzi
		Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy T. Yates, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Monster Worldwide, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 30, 2010	By:	/s/ TIMOTHY T. YATES
		Timothy T. Yates
		Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monster Worldwide, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Salvatore Iannuzzi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ SALVATORE IANNUZZI
	Salvatore Iannuzzi
	Chairman, President and Chief Executive Officer Date: July 30, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Monster Worldwide, Inc. and will be retained by Monster Worldwide, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monster Worldwide, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy T. Yates, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ TIMOTHY T. YATES
	Timothy T. Yates
	Executive Vice President and Chief Financial Officer Date: July 30, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Monster Worldwide, Inc. and will be retained by Monster Worldwide, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.