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 March 31, 2011

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
(ADDRESS OF PRINCIPAL	10017
EXECUTIVE OFFICES)	(ZIP CODE)

(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). þ 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.

	Outstanding as of
Class	April 20, 2011
Common Stock	129,318,647

MONSTER WORLDWIDE, INC.

TABLE OF CONTENTS

	Page
	No.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements:		3
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		33
Item 4. Controls and Procedures		34
PART II—OTHER INFORMATION
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 6. Exhibits		34
Signatures		35
Exhibit 10.1
Exhibit 10.2
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
	March 31,
	2011			2010
Revenue	$	261,382		$	215,305
Salaries and related		135,661			128,450
Office and general		66,570			62,148
Marketing and promotion		57,698			59,581
Total operating expenses		259,929			250,179
Operating income (loss)		1,453			(34,874	)
Interest and other, net		(441	)		(653	)
Income (loss) before income taxes and loss in equity interests		1,012			(35,527	)
Provision for (benefit from) income taxes		356			(12,179	)
Loss in equity interests, net		(578	)		(831	)
Net income (loss)	$	78		$	(24,179	)
Basic income (loss) per share	$	—		$	(0.20	)
Diluted income (loss) per share	$	—		$	(0.20	)
Weighted average shares outstanding:
Basic		121,425			120,032
Diluted		124,636			120,032

See accompanying notes.

3

MONSTER WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31,			December 31,
	2011			2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	191,002		$	163,169
Accounts receivable, net of allowance for doubtful accounts of $5,118 and $5,420		340,307			346,751
Prepaid and other		84,600			75,451
Total current assets		615,909			585,371
Goodwill		1,151,182			1,122,951
Property and equipment, net		154,900			150,147
Intangibles, net		62,474			66,184
Investment in unconsolidated affiliates		919			1,359
Other assets		51,061			51,990
Total assets	$	2,036,445		$	1,978,002
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	36,092		$	36,569
Accrued expenses and other current liabilities		184,547			176,400
Deferred revenue		399,105			376,448
Current portion of long-term debt and borrowings on credit facility		80,000			84,500
Income taxes payable		12,062			12,907
Total current liabilities		711,806			686,824
Long-term income taxes payable		96,922			95,390
Deferred income taxes		12,670			17,186
Long-term debt, less current portion		40,000			40,000
Other long-term liabilities		7,933			9,952
Total liabilities		869,331			849,352
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: 136,767 and 135,834 shares, respectively; outstanding: 122,046 and 121,113 shares, respectively		137			136
Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: none		—			—
Additional paid-in capital		1,427,804			1,424,815
Accumulated deficit		(359,388	)		(359,466	)
Accumulated other comprehensive income		98,561			63,165
Total stockholders’ equity		1,167,114			1,128,650
Total liabilities and stockholders’ equity	$	2,036,445		$	1,978,002

See accompanying notes.

4

MONSTER WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2011			2010
Cash flows provided by operating activities:
Net income (loss)	$	78		$	(24,179	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,401			16,604
Provision for doubtful accounts		370			1,149
Non-cash compensation		13,180			10,267
Deferred income taxes		(3,984	)		(14,713	)
Loss in equity interests, net		578			831
Gains on auction rate securities		(1,120	)		(200	)
Changes in assets and liabilities, net of purchase transactions:
Accounts receivable		12,416			17,631
Prepaid and other		(6,718	)		1,589
Deferred revenue		14,926			4,668
Accounts payable, accrued liabilities and other		1,293			22,569
Total adjustments		49,342			60,395
Net cash provided by operating activities		49,420			36,216
Cash flows used for investing activities:
Capital expenditures		(16,457	)		(8,536	)
Cash funded to equity investee		(1,007	)		(1,345	)
Sales and maturities of marketable securities		1,120			3,414
Dividends received from unconsolidated investee		443			220
Net cash used for investing activities		(15,901	)		(6,247	)
Cash flows used for financing activities:
Payments on borrowings on credit facility		(4,500	)		—
Tax withholdings related to net share settlements of restricted stock awards and units		(7,096	)		(6,359	)
Proceeds from exercise of employee stock options		23			27
Net cash used for financing activities		(11,573	)		(6,332	)
Effects of exchange rates on cash		5,887			(7,932	)
Net increase in cash and cash equivalents		27,833			15,705
Cash and cash equivalents, beginning of period		163,169			275,447
Cash and cash equivalents, end of period	$	191,002		$	291,152
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	4,780		$	1,952
Cash paid for interest	$	2,089		$	1,284

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” or “Monster”) has 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, 2010. 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. 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 (“TPE”) if VSOE is not available, or estimated selling price if neither VSOE or TPE is available. ASU 2009-13 is effective for revenue arrangements entered into in fiscal years beginning on or after June 15, 2010. The Company adopted ASU 2009-13 effective January 1, 2011 and it did not have a material impact on its consolidated statements of operations and financial condition.

In December 2010, the FASB issued ASU No. 2010-28, Intangibles — Goodwill and Other Topics. This update modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This accounting guidance is effective for financial statements issued for fiscal years beginning after December 15, 2010, and interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2011 and it did not have a material impact on the Company’s consolidated statements of operations and financial condition.

6

3. 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
	March 31,
(thousands of shares)	2011		2010
Basic weighted average shares outstanding		121,425		120,032
Effect of common stock equivalents — stock options and non-vested stock under employee compensation plans (1)		3,211		—
Diluted weighted average shares outstanding (1)		124,636		120,032
Weighted average anti-dilutive common stock equivalents (1)		3,327		7,433

(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 March 31, 2010, those potential shares totaled 2,192, which are included in the weighted average anti-dilutive common stock equivalents above, in addition to 5,241 of out of the money anti-dilutive common stock equivalents for the three months ended March 31, 2010.

4. 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 approves stock-based compensation awards for all employees and executive officers of the Company. The Corporate Governance and Nominating Committee of the Company’s Board of Directors approves stock-based compensation awards for all non-employee directors of the Company. 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.

7

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

	Three Months Ended March 31,
	2011		2010
Non-vested stock, included in salaries and related	$	13,028	$	10,124
Stock options, included in salaries and related		152		143
Total	$	13,180	$	10,267

During the first three months of 2011, the Company granted an aggregate of 299,000 RSAs and 69,000 RSUs to approximately 30 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 March 18, 2015, subject to the recipient’s continued employment or service through each applicable vesting date. The fair-market value of RSAs and RSUs vested during the three months ended March 31, 2011 is $24,935.

The Company’s non-vested stock activity for the three months ended March 31, 2011 is as follows:

				Weighted
				Average Fair
				Value at Grant
(thousands of shares)	Shares			Date
Non-vested at January 1, 2011		11,299		$	14.65
Granted		368			17.97
Forfeited		(390	)		14.31
Vested		(1,448	)		17.22
Non-vested at March 31, 2011		9,829		$	14.75

As of March 31, 2011, the unrecognized compensation expense related to non-vested stock was $107,266, which is being amortized over the requisite service periods on a straight-line basis.

The Company’s stock option activity for the three months ended March 31, 2011 is as follows:

						Weighted
				Weighted		Average		Aggregate
				Average Exercise		Contractual		Intrinsic
(thousands of shares)	Shares			Price		Term (in years)		Value
Outstanding at January 1, 2011		2,135		$	27.31
Exercised		(1	)		25.25
Forfeited/expired/cancelled		(35	)		35.92
Outstanding at March 31, 2011		2,099		$	27.17		2.49	$	3,543
Options exercisable at March 31, 2011		2,077		$	27.17		2.45	$	3,543

Aggregate intrinsic value is calculated as the difference between the closing market price of the Company’s common stock as of March 31, 2011 and the exercise price of the underlying options. During the three months ended March 31, 2011 and 2010, the aggregate intrinsic value of options exercised was $4 and $32, respectively. As of March 31, 2011, the unrecognized compensation expense for stock options was $198, which is being amortized over the requisite service periods on a straight-line basis.

8

5. BUSINESS COMBINATIONS

On August 24, 2010, pursuant to an Asset Purchase Agreement dated as of February 3, 2010 between Monster and Yahoo! Inc., Monster completed the acquisition of substantially all of the assets exclusive to Yahoo! HotJobs (the “HotJobs Assets”) from Yahoo! The purchase price for the HotJobs Assets was $225,000. We acquired the HotJobs Assets, among other objectives, to expand our business in the North America online recruitment market. Accordingly, the business attributable to the HotJobs Assets has been included in the Careers — North America segment and reporting unit. The results of operations attributable to the HotJobs Assets have been included in our consolidated financial statements since August 24, 2010. Concurrent with the closing of the acquisition, Monster and Yahoo! entered into a three year commercial traffic agreement whereby Monster became Yahoo!’s exclusive provider of career and job content on the Yahoo! homepage in the United States and Canada.

The Company funded the acquisition of the HotJobs Assets with available cash and proceeds from the Company’s revolving credit facility (see Note 11). The Company used the acquisition method to account for the acquisition in accordance with ASC 805, Business Combinations. Under the acquisition method, the purchase price was allocated to, and we have recognized the fair value of, the tangible and intangible assets acquired and liabilities assumed. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired have been recorded as goodwill. In the three months ended March 31, 2011, the Company incurred $4.6 million of acquisition and integration-related costs associated with the acquisition of the HotJobs Assets, which were expensed as incurred and are included in office and general and salary and related expenses in the consolidated statement of operations. These costs primarily relate to professional fees and other integration costs associated with the acquisition. We do not expect to continue to incur significant integration-related costs associated with the acquisition of the HotJobs Assets.

The following table summarizes our preliminary allocation of the purchase consideration of the HotJobs Assets:

				Estimated
	Amount			Useful Lives
Unbilled accounts receivable	$	12,228
Identifiable intangible assets:
Customer relationships		11,900		3 years
Trade name		10,600		9 years
Resume database		10,000		3 years
Non-competition agreement		500		3 years
Total identifiable intangible assets		33,000
Deferred revenue		(12,315	)
All other net tangible assets (liabilities)		(52	)
Goodwill		192,139
Total purchase price	$	225,000

Among the factors that contributed to the recognition of goodwill in this transaction was the expansion of our market share in the North America online recruitment market, increased reach to both active and passive job seekers, the addition of an assembled workforce and opportunities for future synergies. This goodwill is deductible for tax purposes. The pro forma impact of the acquisition of the HotJobs Assets is not material to the Company’s historical consolidated operating results and therefore is not presented.

6. FAIR VALUE MEASUREMENT

The Company values its assets and liabilities using the methods of fair value as described in ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of fair value hierarchy are described below:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

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, and considers counter-party credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. There have been no transfers of assets or liabilities between the fair value measurement classifications for the three months ended March 31, 2011.

9

The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States. The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of March 31, 2011:

	Level 1		Level 2		Level 3		Total
Assets:
Bank time deposits	$	—	$	59,878	$	—	$	59,878
Commercial paper		—		79,136		—		79,136
Banker’s acceptances		—		8,492		—		8,492
Government bond — foreign		—		8,420		—		8,420
Foreign exchange contracts		—		304		—		304
Total Assets	$	—	$	156,230	$	—	$	156,230
Liabilities:
Lease exit liabilities	$	—	$	—	$	15,971	$	15,971
Total Liabilities	$	—	$	—	$	15,971	$	15,971

The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

	Level 1		Level 2		Level 3		Total
Assets:
Bank time deposits	$	—	$	55,954	$	—	$	55,954
Commercial paper		—		47,675		—		47,675
Government bond — foreign		—		4,385		—		4,385
Foreign exchange contracts		—		666		—		666
Total Assets	$	—	$	108,680	$	—	$	108,680
Liabilities:
Lease exit liabilities	$	—	$	—	$	13,913	$	13,913
Total Liabilities	$	—	$	—	$	13,913	$	13,913

The lease exit liabilities relate to vacated facilities associated with previously discontinued operations and realignment activities of the Company and are recorded in accrued expenses and other current liabilities in the consolidated balance sheet as of March 31, 2011. 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, inclusive of certain sublet assumptions.

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

	Lease Exit
	Liability
Balance, December 31, 2010	$	13,913
Expense		2,998
Cash Payments		(940	)
Balance, March 31, 2011	$	15,971

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 revolving credit facility and term loan (see Note 11), which approximates fair value due to market interest rates.

10

7. INVESTMENTS

Marketable Securities

As of March 31, 2011 and December 31, 2010, the Company did not hold any investments in auction rate securities.

In November 2009, the Company entered into a settlement agreement with RBC Capital Markets Corporation (“RBC”) with respect to auction rate securities previously 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. As part of the settlement agreement, 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. Additionally, 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. In January 2011, the Company received $1.1 million from RBC relating to auction rate securities which were redeemed by the issuer or sold by RBC for sums higher than the amounts RBC paid the Company to repurchase such auction rate securities, which is reflected in interest and other, net in the consolidated statements of operations for the quarter ended March 31, 2011.

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 $443 and $220 in the first quarter of 2011 and 2010, respectively, for this investment. The carrying value of the investment was $199 and $441 as of March 31, 2011 and December 31, 2010, respectively, 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 three months ended March 31, 2011 and 2010, the Company expended $1,007 and $1,345, respectively, for additional working capital requirements relating to the Australian investment. The carrying value of the investment was $720 and $918 as of March 31, 2011 and December 31, 2010, respectively, and was recorded on the consolidated balance sheet as a component of investment in unconsolidated affiliates. Since this equity method investment has met the income significance test, the Company has presented additional summarized financial information as of March 31, 2011 and 2010 below. Reportable financial positions and results of operations as of and for the quarters ended March 31, 2011 and 2010 attributable to the Company’s equity interest in Australia are as follows:

	March 31,
	2011			2010
Current Assets	$	2,343		$	1,424
Current Liabilities	$	1,684		$	1,334
Revenues	$	1,835		$	1,170
Expenses		3,057			2,637
Operating loss		(1,222	)		(1,467	)
Net loss	$	(1,204	)	$	(1,458	)

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

	Three Months Ended
	March 31,
	2011			2010
Australia	$	(783	)	$	(950	)
Finland		205			119
Loss in equity interests, net	$	(578	)	$	(831	)

8. RESTRUCTURING AND OTHER SPECIAL CHARGES

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

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

					Cash			Non-Cash
	December 31, 2010		Expense		Payments			Utilization		March 31, 2011
Workforce reduction	$	347	$	—	$	(107	)	$	—	$	240
Consolidation of office facilities		435		—		(285	)		—		150
Other costs and professional fees		120		—		(1	)		—		119
Total	$	902	$	—	$	(393	)	$	—	$	509

9. PROPERTY AND EQUIPMENT, NET

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

	March 31, 2011		December 31, 2010
Capitalized software costs	$	228,080	$	218,478
Furniture and equipment		34,216		32,004
Leasehold improvements		43,465		40,624
Computer and communications equipment		199,057		192,412
		504,818		483,518
Less: accumulated depreciation		349,918		333,371
Property and equipment, net	$	154,900	$	150,147

Depreciation expense was $14,372 and $14,521 for the three months ended March 31, 2011 and 2010, respectively.

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10. 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 position (recorded in interest and other, net, in the consolidated statements of operations) of our derivatives at March 31, 2011 and December 31, 2010 are as follows:

	March 31, 2011
	Notional Balance	Maturity Date	Prepaid Expenses
Designated as Hedges under ASC 815
None			$	—
Not Designated as Hedges under ASC 815
Foreign currency exchange forwards	$62,548 consisting of 12 different currency pairs	April 2011		304
Total Derivative Instruments			$	304

	December 31, 2010
	Notional Balance	Maturity Date	Prepaid Expenses
Designated as Hedges under ASC 815
None			$	—
Not Designated as Hedges under ASC 815
Foreign currency exchange forwards	$62,902 consisting of 12 different currency pairs	January 2011		666
Total Derivative Instruments			$	666

During the three months ended March 31, 2011 and March 31, 2010, net gains of $0.1 million and $0.2 million, respectively, from realized net gains and changes in the fair value of our forward contracts, were recognized in interest and other, net in the consolidated statement of operations.

11. FINANCING AGREEMENTS

In December 2007, the Company entered into a senior unsecured revolving credit facility that provided for maximum borrowings of $250,000, including up to a $50,000 sublimit for letters of credit. 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 maintained the Company’s existing $250,000 revolving credit facility and provided for a new $50,000 term loan facility, 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 provided 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 (depending on the Company’s 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 (depending on the Company’s 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 Assets (see Note 5). As of March 31, 2011, the Company was in full compliance with its covenants.

Additionally, 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.

In December 2010, the Company further amended its Amended Credit Agreement to (i) allow acquisition-related fees associated with the acquisition of the HotJobs Assets to be added back into Consolidated EBITDA (as defined in the agreement, subject to certain limitations) and (ii) to increase the amount of permitted secured indebtedness from $20,000 to $45,000.

At March 31, 2011, the utilized portion of this credit facility was $45,000 in borrowings on the term loan facility, $75,000 of borrowings on the revolving credit facility, primarily relating to the funding of the acquisition of the HotJobs Assets, and $1,070 in outstanding letters of credit. During the three months ended March 31, 2011, the Company repaid $4,500 on the revolving credit facility. The utilized portion of the revolving credit facility and the portion of 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 March 31, 2011 and the remaining borrowings on the term loan of $40,000 is classified as long-term. As of March 31, 2011, the entire amount of the Company’s revolving credit facility based on the maximum Consolidated Leverage Ratio was available which amounted to $173,930. At March 31, 2011, the one month US Dollar LIBOR rate, the credit facility’s administrative agent’s prime rate, and the overnight federal funds rate were 0.24%, 3.25% and 0.10%, respectively. As of March 31, 2011, the Company used the one month US Dollar LIBOR rate for the interest rate on these borrowings with an interest rate of 3.75%.

12. COMPREHENSIVE INCOME (LOSS)

The Company’s comprehensive income (loss) is as follows:

	Three Months ended
	March 31,
	2011		2010
Net income (loss)	$	78	$	(24,179	)
Foreign currency translation adjustment		35,396		(15,697	)
Comprehensive income (loss)	$	35,474	$	(39,876	)

13. 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 of 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 March 31, 2011 and December 31, 2010 is recorded as long-term taxes payable of $96,922 and $95,390 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 zero to $15,000 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 and the characterization of certain intercompany loans.

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14. 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 (as defined by ASC 280, Segments) 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 (of which ChinaHR was formerly a part). 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 business attributable to the acquisition of the HotJobs Assets has been assigned to our Careers — North America segment (see Note 5).

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

	Three Months Ended
	March 31,
Revenue	2011		2010
Careers — North America	$	121,032	$	96,957
Careers — International		107,260		85,625
Internet Advertising & Fees		33,090		32,723
Revenue	$	261,382	$	215,305

	Three Months Ended
	March 31,
Operating Income (Loss)	2011			2010
Careers — North America	$	16,989		$	(3,772	)
Careers — International		5,422			(13,412	)
Internet Advertising & Fees		1,503			1,236
Corporate expenses		(22,461	)		(18,926	)
Operating income (loss)	$	1,453		$	(34,874	)

	Three Months Ended
	March 31,
Depreciation and Amortization	2011		2010
Careers — North America	$	8,992	$	6,851
Careers — International		7,100		7,436
Internet Advertising & Fees		2,203		2,233
Corporate expenses		106		84
Depreciation and amortization	$	18,401	$	16,604

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	Three Months Ended
	March 31,
Revenue by Geographic Region (a)	2011		2010
United States	$	147,849	$	124,245
Germany		24,106		15,568
Other foreign		89,427		75,492
Revenue	$	261,382	$	215,305

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

Total Assets by Segment	March 31, 2011		December 31, 2010
Careers — North America	$	877,427	$	899,171
Careers — International		772,651		690,246
Internet Advertising & Fees		186,870		182,514
Corporate		37,990		50,478
Shared assets (b)		161,507		155,593
Total assets	$	2,036,445	$	1,978,002

Long-lived Assets by Geographic Region (c)

	March 31, 2011		December 31, 2010
United States	$	113,988	$	111,255
International		40,912		38,892
Total long-lived assets	$	154,900	$	150,147

(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.

15. 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 defendants named in the plaintiff’s original complaint. The plaintiff seeks monetary damages, attorneys’ fees and other costs and injunctive relief. The Court has entered a schedule in the case which includes a final pre-trial conference set for March 2012. The Company intends to vigorously defend this matter and is currently unable to estimate any potential losses.

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In December 2010, EIT Holdings LLP filed suit against the Company and six other named defendants for allegedly infringing a patent purporting to cover certain forms of pop-up advertising on websites. The lawsuit, entitled EIT Holdings LLP v. Yelp!, Inc., et al. (Civil Action No. cv-10-5623), is pending in the United States District Court for the Northern District of California. The plaintiff seeks monetary damages, pre- and post-judgment interest, and attorneys’ fees. The Company intends to vigorously defend this matter and is currently unable to estimate any potential losses.

In February 2011, Gildersleeve Holdings LLC filed suit against the Company and ten other named defendants for allegedly infringing a patent purporting to cover certain forms of viewer specific content on websites. The lawsuit, entitled Gildersleeve Holdings LLC v. Amazon.com, et al. (Civil Action No. 11-cv-00472), is pending in the United States District Court for the Northern District of Georgia. The plaintiff seeks monetary damages, attorney’s fees, costs and injunctive relief. The Company intends to vigorously defend this matter and is currently unable to estimate any potential losses.

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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 March 31, 2011, and the related consolidated statements of operations and cash flows for the three month periods ended March 31, 2011 and 2010 included in the accompanying Securities and Exchange Commission Form 10-Q for the period ended March 31, 2011. 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, 2010, 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 2, 2011, 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, 2010 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
April 29, 2011

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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; 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; 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 to the SEC, including under Part I, “Item 1A. Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2010.

Overview

Monster is the premier global online employment solution provider, inspiring people to improve their lives, with a presence in approximately 55 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 cost effectively 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 database access, 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. Our patented 6Sense(R) semantic search and matching technology, which is based upon Trovix technology, is the backbone of a growing family of products for both job seekers and employers. We recently launched our innovative and proprietary semantic resume search product, Monster Power Resume Search(R) (“PRS”) to customers in North America, the United Kingdom and France. We are on track to launch PRS in Germany in the second half of 2011 and expect to rollout PRS to the Netherlands and China in the late 2011, early 2012 time frame. Our 6Sense technology transforms traditional keyword-based processes by assisting our customers in matching candidates to their required job specifications. We also recently introduced 6Sense powered job search, which is changing how seekers explore, find and apply for jobs. We are now embarking on further applications of 6Sense technology, including the development of 6Sense Enterprise Suite, which will allow organizations to apply 6Sense semantic search technology to their own talent databases, whether candidates were sourced by Monster or not.

In 2007, we introduced the Career Ad Network, or CAN, the industry’s largest recruitment-focused online advertising network that now reaches on average 93 million unique passive and active seekers each month globally with over 3.6 billion job advertisement impressions per month on thousands of sites. CAN distributes our customer’s job advertisements across a broad array of targeted websites and is an effective way of expanding our customer’s pool of active and passive seekers. We offer this innovative media product to customers in North America and most major markets in Europe. During 2010, we also enhanced CAN’s capabilities which can now guide interested candidates directly from a job advertisement to the employer’s career site.

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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. On August 24, 2010, the Company completed the acquisition of the HotJobs Assets (as defined below), which we believe will expand our market share in the North America online recruitment market. In February 2011, the Company completed the integration of the HotJobs website onto the Company’s platform, which will enable job seekers to benefit from the increased availability of jobs and precise search capabilities and enable employers to benefit from the increased volume and quality of seeker traffic. We believe the long-term growth opportunities overseas are significant and believe that we are positioned to benefit from our expanded reach and increased brand recognition around the world. We believe we are positioned to benefit from the continued secular shift towards online recruiting. In addition, through a balanced mix of investment, strategic acquisitions and disciplined operating focus and execution, we believe we can take advantage of this online migration to significantly grow our international business over the next several years.

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

Acquisition of the HotJobs Assets from Yahoo! Inc.

On August 24, 2010, pursuant to an Asset Purchase Agreement dated as of February 3, 2010 between Monster and Yahoo! Inc., Monster completed the acquisition of substantially all of the assets exclusive to Yahoo! HotJobs (the “HotJobs Assets”) from Yahoo! The purchase price for the HotJobs Assets was $225.0 million. We acquired the HotJobs Assets, among other objectives, to expand our business in the North America online recruitment market. Accordingly, the business attributable to the HotJobs Assets has been included in the Careers — North America segment and reporting unit. The results of operations attributable to the HotJobs Assets have been included in our consolidated financial statements since August 24, 2010. Concurrent with the closing of the acquisition, Monster and Yahoo! entered into a three year commercial traffic agreement whereby Monster became Yahoo!’s exclusive provider of career and job content on the Yahoo! homepage in the United States and Canada.

The Company funded the acquisition of the HotJobs Assets with available cash and proceeds from the Company’s revolving credit facility (see Note 11 to the Company’s financial statements included in Item 1 of this Quarterly Report on Form 10-Q). In the three months ended March 31, 2011, the Company incurred $4.6 million of acquisition and integration-related costs associated with the acquisition of the HotJobs Assets, which were expensed as incurred and are included in office and general and salary and related expenses in the consolidated statement of operations. These costs primarily relate to professional fees and other integration costs associated with the acquisition. We do not expect to continue to incur significant integration-related costs associated with the acquisition of the HotJobs Assets.

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Results of Operations

Consolidated operating results as a percentage of revenue for the three months ended March 31, 2011 and 2010 are as follows:

	Three Months Ended
	March 31,
	2011			2010
Revenue		100.0	%		100.0	%
Salaries and related		51.9	%		59.7	%
Office and general		25.5	%		28.9	%
Marketing and promotion		22.1	%		27.7	%
Total operating expenses		99.4	%		116.2	%
Operating income (loss)		0.6	%		(16.2	)%
Interest and other, net		(0.2	)%		(0.3	)%
Income (loss) before income taxes and loss in equity interests		0.4	%		(16.5	)%
Provision for (benefit from) income taxes		0.1	%		(5.7	)%
Loss in equity interests, net		(0.2	)%		(0.4	)%
Net income (loss)		0.0	%		(11.2	)%

The Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010

Consolidated Revenue, Operating Expenses and Operating Income (Loss)

Consolidated revenue, operating expenses and operating income (loss) for the three months ended March 31, 2011 and 2010 are as follows:

			% of						% of			Increase			% Increase
(dollars in thousands)	2011		Revenue			2010			Revenue			(Decrease)			(Decrease)
Revenue	$	261,382		100.0	%	$	215,305			100.0	%	$	46,077			21.4	%
Salaries and related		135,661		51.9	%		128,450			59.7	%		7,211			5.6	%
Office and general		66,570		25.5	%		62,148			28.9	%		4,422			7.1	%
Marketing and promotion		57,698		22.1	%		59,581			27.7	%		(1,883	)		(3.2	)%
Operating expenses		259,929		99.4	%		250,179			116.2	%		9,750			3.9	%
Operating income (loss)	$	1,453		0.6	%	$	(34,874	)		(16.2	)%	$	36,327			(104.2	)%

Our consolidated revenue increased $46.1 million, or 21.4%, in the first quarter of 2011 compared to the same period of 2010, which includes $1.2 million of favorable foreign exchange impact and the first quarter of 2011 benefiting from the revenue generated from the HotJobs Assets, which we acquired in the third quarter of 2010. Our Careers — International segment experienced a 25.3% increase in revenue and our Careers — North America segment experienced a 24.8% increase in revenue. These increases in our consolidated Careers segments were due to continuing improvements in our global business activity as well as the improvements the Company has made in the customer value proposition, including our PRS and CAN products. The first quarter of 2011 generated increased bookings (which represent the value of contractual orders received during the relevant period) of 24% on a global basis compared to the first quarter of 2010. This increase in bookings occurred in a majority of our sectors in the North America market (particularly within our e-commerce, telesales and large enterprise customer sectors), the majority of our regions in Europe (particularly in Germany, France and Sweden), as well as increases in all of our Asian markets (particularly in Korea, India and China). Our Internet Advertising & Fees revenue remained relatively flat in the first quarter of 2011 compared to the same period of 2010.

Salary and related expenses increased $7.2 million, or 5.6%, in the first quarter of 2011 compared to the same period of 2010, which includes $1.1 million of unfavorable foreign exchange. This increase in salaries and related expenses resulted primarily from increased regular salary costs associated with increased headcount in 2011 compared to 2010, increased variable compensation costs resulting from increased booking activity in 2011 and increased stock-based compensation resulting from our broader equity and incentive programs. These increases were partially offset by decreased severance costs associated with our targeted headcount reductions, which primarily occurred in 2010.

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Office and general expenses increased $4.4 million, or 7.1%, in the first quarter of 2011 compared to the same period of 2010, which includes $0.5 million of unfavorable foreign exchange impact. This increase in office and general expenses resulted primarily from $3.0 million of charges recorded in the current quarter relating to changes in estimated sublease assumptions for previously exited facilities as well as increased amortization of acquired intangibles relating to the HotJobs Assets. These increases were partially offset by decreased bad debt expense in 2011, primarily resulting from increased bad debt charges in 2010 relating to customers negatively impacted by the global recession, as well as $0.6 million of decreased costs associated with the acquisition of the HotJobs Assets (the Company recorded $3.8 million of integration-related expenses in the first quarter of 2011 and $4.4 million of acquisition-related expenses in the first quarter of 2010). The Company does not allocate acquisition and integration-related expenses to their reportable segments and, accordingly, these expenses were recorded as a corporate expense.

Marketing and promotion expenses decreased $1.9 million, or 3.2%, in the first quarter of 2011 compared to the same period of 2010, which includes $0.4 million of unfavorable foreign exchange impact. This decrease in marketing and promotion was primarily related to a decrease in offline media and production costs. These decreases were partially offset by our traffic agreement with Yahoo!, which became effective on August 24, 2010, whereby the Company became Yahoo!’s exclusive provider of career and job content on the Yahoo! homepage in the United States and Canada, in addition to our continued expansion of our online marketing activities in Asia and in Europe.

Our consolidated operating income was $1.5 million in the first quarter of 2011, compared to an operating loss of $34.9 million in the first quarter of 2010, as a result of the factors discussed above.

Careers — North America

The operating results of our Careers — North America segment for the three months ended March 31, 2011 and 2010 are as follows:

			% of						% of			Increase			% Increase
(dollars in thousands)	2011		Revenue			2010			Revenue			(Decrease)			(Decrease)
Revenue	$	121,032		100.0	%	$	96,957			100.0	%	$	24,075			24.8	%
Salaries and related		55,039		45.5	%		51,495			53.1	%		3,544			6.9	%
Office and general		24,210		20.0	%		19,978			20.6	%		4,232			21.2	%
Marketing and promotion		24,794		20.5	%		29,256			30.2	%		(4,462	)		(15.3	)%
Operating expenses		104,043		86.0	%		100,729			103.9	%		3,314			3.3	%
Operating income (loss)	$	16,989		14.0	%	$	(3,772	)		(3.9	)%	$	20,761			(550.4	)%

Revenue in our Careers — North America segment increased $24.1 million, or 24.8%, in the first quarter of 2011 compared to the same period of 2010, with the first quarter of 2011 benefiting from the revenue generated from the HotJobs Assets, which we acquired in the third quarter of 2010. We are continuing to see improvements in our North American business activity, with the first quarter of 2011 generating increased bookings of 29% compared to the first quarter of 2010. This increase in bookings occurred in the majority of our customer sectors, particularly our e-commerce, telesales and large enterprise sectors. We believe the increased bookings in these sectors are a result of the improvement in the North America economy as well as the improvements the Company has made in the customer value proposition. The Company has continued to invest in technology to diversify its product offerings and provide customers a broad array of technology-based solutions for their talent management strategy, including our PRS and CAN products.

Salary and related expenses increased by $3.5 million, or 6.9%, in the first quarter of 2011 compared to the same period of 2010. This increase in salaries and related expense resulted primarily from $3.7 million of increased variable compensation costs for the Company’s sales force resulting from increased booking activity in 2011, $2.0 million of increased regular salary costs primarily associated with increased headcount in 2011 compared to 2010 and $1.4 million of increased stock-based compensation resulting from our broader equity and incentive programs. These increases were partially offset by decreased severance costs of $3.0 million associated with our targeted headcount reductions, which primarily occurred in 2010.

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Office and general expenses increased by $4.2 million, or 21.2%, in the first quarter of 2011 compared to the same period of 2010. This increase in office and general expenses resulted primarily from increased amortization expense of $2.1 million associated with the acquisition of the HotJobs Assets in addition to $1.0 million of increased consulting costs.

Marketing and promotion expenses decreased $4.5 million, or 15.3%, in the first quarter of 2011 compared to the same period of 2010. This decrease in marketing and promotion was primarily related to a decrease in offline media and production costs. These increases were partially offset by the traffic agreement the Company entered into with Yahoo!, which became effective on August 24, 2010, whereby the Company became Yahoo!’s exclusive provider of career and job content on the Yahoo! homepage in the United States and Canada.

Our Careers — North America operating income was $17.0 million in the first quarter of 2011, compared to an operating loss of $3.8 million in the first quarter of 2010, as a result of the factors described above.

Careers — International

The operating results of our Careers — International segment for the three months ended March 31, 2011 and 2010 are as follows:

			% of						% of			Increase			% Increase
(dollars in thousands)	2011		Revenue			2010			Revenue			(Decrease)			(Decrease)
Revenue	$	107,260		100.0	%	$	85,625			100.0	%	$	21,635			25.3	%
Salaries and related		55,719		51.9	%		55,644			65.0	%		75			0.1	%
Office and general		25,008		23.3	%		25,229			29.5	%		(221	)		(0.9	)%
Marketing and promotion		21,111		19.7	%		18,164			21.2	%		2,947			16.2	%
Operating expenses		101,838		94.9	%		99,037			115.7	%		2,801			2.8	%
Operating income (loss)	$	5,422		5.1	%	$	(13,412	)		(15.7	)%	$	18,834			(140.4	)%

Our Careers — International segment revenue increased $21.6 million, or 25.3%, in the first quarter of 2011 compared to the same period of 2010, which includes $0.9 million of favorable foreign exchange impact. We are continuing to see improvements in our Careers — International segment, which experienced strong bookings growth in the majority of regions in Europe (particularly in Germany, France and Sweden), as well as increases in all of 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. The Company has continued to invest in technology to diversify its product offerings and provide customers a broad array of technology-based solutions for their talent management strategy. We believe the roll-out of PRS to certain European countries during 2010, including the United Kingdom and France, the anticipated roll-out of PRS to Germany in the second half of 2011 and the launch in the Netherlands and China in the late 2011, early 2012 time frame will continue to drive new customer sales in resume search and some of our combined Career product packages.

Salary and related expenses increased $0.1 million, or 0.1%, in the first quarter of 2011 compared to the same period of 2010, which includes $0.9 million of unfavorable foreign exchange impact. This increase in salaries and related expenses resulted primarily from $1.5 million of increases in stock-based compensation resulting from our broader equity and incentive programs as well as increased regular salary costs of $1.0 million. These increases were partially offset by decreased severance costs of $2.0 million associated with our targeted headcount reductions, which primarily occurred in 2010.

Office and general expenses decreased $0.2 million, or 0.9%, in the first quarter of 2011 compared to the same period of 2010, which includes $0.4 million of unfavorable foreign exchange impact. This decrease in office and general expenses resulted primarily from $0.5 million of decreased bad debt expense, primarily associated with increased bad debt charges recorded in 2010 relating to customers negatively impacted by the global recession.

Marketing and promotion expenses increased $2.9 million, or 16.2%, in the first quarter of 2011 compared to the same period of 2010, which includes $0.3 million of unfavorable foreign exchange impact. This increase in marketing and promotion primarily relates to our continued expansion of our online marketing activities in Asia and in Europe.

Our Careers — International operating income was $5.4 million in the first quarter of 2011, compared to an operating loss of $13.4 million in the first quarter of 2010, 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 March 31, 2011 and 2010 are as follows:

			% of					% of			Increase			% Increase
(dollars in thousands)	2011		Revenue			2010		Revenue			(Decrease)			(Decrease)
Revenue	$	33,090		100.0	%	$	32,723		100.0	%	$	367			1.1	%
Salaries and related		13,267		40.1	%		12,801		39.1	%		466			3.6	%
Office and general		6,742		20.4	%		6,712		20.5	%		30			0.4	%
Marketing and promotion		11,578		35.0	%		11,974		36.6	%		(396	)		(3.3	)%
Operating expenses		31,587		95.5	%		31,487		96.2	%		100			0.3	%
Operating income	$	1,503		4.5	%	$	1,236		3.8	%	$	267			21.6	%

Revenue in our Internet Advertising & Fees segment increased $0.4 million, or 1.1%, in the first quarter of 2011 compared to the same period of 2010. The increase was attributed to our continued strength in our display business which was partially offset by a decline in our military recruitment business. We are continuing to focus on diversifying our client base for our advertising business and on improving the results of our clients’ advertising programs.

Operating expenses increased $0.1 million, or 0.3%, in the first quarter of 2011 compared to the same period in 2010. The increase in operating expenses primarily resulted from $0.8 million of increased regular salary costs, $0.5 million of increased variable compensation costs for the Company’s sales force and $0.2 million of increased occupancy costs. These increases were partially offset by decreased severance costs of $0.9 million associated with our targeted headcount reductions, which primarily occurred in 2010, in addition to a decrease of $0.5 million relating to online media advertising.

Our Internet Advertising & Fees operating income was $1.5 million in the first quarter of 2011, compared to operating income of $1.2 million in the first quarter of 2010, as a result of the factors discussed above.

Interest and Other, net

Interest and other, net, for the three months ended March 31, 2011 and 2010 resulted in an expense of $0.4 million and $0.7 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 related to the Company’s auction rate securities. The reduced expense in interest and other, net, of $0.3 million resulted primarily from higher auction rate securities gains in the first quarter of 2011, partially offset by higher interest expense in the first quarter of 2011, primarily relating to the funding of the acquisition of the HotJobs Assets.

Income Taxes

Income taxes for the three months ended March 31, 2011 and 2010 are as follows:

(dollars in thousands)	2011			2010			$ Change		% Change
Income (loss) before income taxes and loss in equity interests	$	1,012		$	(35,527	)	$	36,539		(102.8	)%
Provision for (benefit from) income taxes		356			(12,179	)		12,535		(102.9	)%
Effective tax rate		35.2	%		34.3	%

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 of 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.

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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 March 31, 2011 and December 31, 2010 is recorded as long-term taxes payable of $96.9 million and $95.4 million, 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 zero to $15.0 million 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 and the characterization of certain intercompany loans.

Loss in Equity Interests, Net

Loss in equity interests, net, for the three months ended March 31, 2011 and 2010 was $0.6 million and $0.8 million, respectively. The Company’s equity investments consist of a 50% equity interest in a company located in Australia and a 25% equity interest in a company located in Finland.

Net Income (Loss)

Our consolidated net income was $0.1 million in the first quarter of 2011, compared to net loss of $24.2 million in the first quarter of 2010, as a result of the factors discussed above.

Diluted Income (Loss) Per Share

Diluted income per share in the first quarter of 2011 was $0.00 compared to diluted loss per share of $0.20 in the first quarter of 2010. Diluted weighted average shares outstanding for the three months ended March 31, 2011 and 2010 was 124.6 million shares and 120.0 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:

	March 31,			December 31,			Change
(dollars in thousands)	2011			2010			$		%
Cash and cash equivalents	$	191,002		$	163,169		$	27,833		17.1	%
Percentage of total assets		9.4	%		8.2	%

As of March 31, 2011, we had cash and cash equivalents of $191.0 million, compared to $163.2 million as of December 31, 2010. Our increase in cash and cash equivalents of $27.8 million in the first three months of 2011 primarily resulted from $49.4 million provided by operating activities in addition to $5.9 million related to effects of exchange rates. These increases were partially offset by $16.5 million of capital expenditures in addition to $11.6 million of net cash used in financing activities.

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Cash Flows

Consolidated cash flows for the three months ended March 31, 2011 and 2010 are as follows:

	March 31,			March 31,			Change
(dollars in thousands)	2011			2010			$			%
Cash provided by operating activities	$	49,420		$	36,216		$	13,204			36.5	%
Cash used for investing activities		(15,901	)		(6,247	)		(9,654	)		154.5	%
Cash used for financing activities		(11,573	)		(6,332	)		(5,241	)		82.8	%
Effect of exchange rates on cash		5,887			(7,932	)		13,819			(174.2	)%

Cash provided by operating activities was $49.4 million for the three months ended March 31, 2011, an increase of $13.2 million from the $36.2 million of cash provided by operating activities for the three months ended March 31, 2010. This increase in cash provided by operating activities resulted primarily from increased cash flows due to a net income of $0.1 million in 2011 compared to a loss of $24.2 million for 2010, in addition to the impact of deferred income taxes of $10.7 million. These increases were partially offset by $24.5 million of reduced cash flows provided by working capital items in 2011, primarily resulting from changes in accounts payable and other, prepaid and other and accounts receivable, partially offset by deferred revenue.

Cash used for investing activities was $15.9 million for the three months ended March 31, 2011, an increase of $9.7 million from cash used for investing activities of $6.2 million for the three months ended March 31, 2010. This increase is primarily a result of an increase in capital expenditures of $7.9 million in addition to a decrease in the sale of marketable securities of $2.3 million.

Cash used for financing activities was $11.6 million for the three months ended March 31, 2011, an increase of $5.2 million from cash used for financing activities of $6.3 million for the three months ended March 31, 2010. This increase is primarily a result of the Company repaying $4.5 million of borrowings on credit facilities in addition to $0.7 million relating to tax withholdings for restricted stock awards and units.

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 and commercial paper that matures within three months of its origination date. Due to the turmoil in the financial markets, we have redeployed our excess cash during 2010 and 2011 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.

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 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.

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Credit Facility

In December 2007, the Company entered into a senior unsecured revolving credit facility that provided for maximum borrowings of $250.0 million, including up to a $50.0 million sublimit for letters of credit. 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 maintained the Company’s existing $250.0 million revolving credit facility and provided for a new $50.0 million term loan facility, 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 provided 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 (depending on the Company’s 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 (depending on the Company’s 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 Assets (see Note 5 to the Company’s financial statements included in Item 1 of this Quarterly Report on Form 10-Q). As of March 31, 2011, the Company was in full compliance with its covenants.

Additionally, 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.

In December 2010, the Company further amended its Amended Credit Agreement to (i) allow acquisition-related fees associated with the acquisition of the HotJobs Assets to be added back into Consolidated EBITDA (as defined in the agreement, subject to certain limitations) and (ii) to increase the amount of permitted secured indebtedness from $20.0 million to $45.0 million.

At March 31, 2011, the utilized portion of this credit facility was $45.0 million in borrowings on the term loan facility, $75.0 million of borrowings on the revolving credit facility, primarily relating to the funding of the acquisition of the HotJobs Assets, and $1.1 million in outstanding letters of credit. During the three months ended March 31, 2011, the Company repaid $4.5 million on the revolving credit facility. The utilized portion of the revolving credit facility and the portion of 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 March 31, 2011 and the remaining borrowings on the term loan of $40.0 million is classified as long-term. As of March 31, 2011, the entire amount of the Company’s revolving credit facility based on the maximum Consolidated Leverage Ratio was available which amounted to $173.9 million. At March 31, 2011, the one month US Dollar LIBOR rate, the credit facility’s administrative agent’s prime rate, and the overnight federal funds rate were 0.24%, 3.25% and 0.10%, respectively. As of March 31, 2011, the Company used the one month US Dollar LIBOR rate for the interest rate on these borrowings with an interest rate of 3.75%.

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Acquisition of the HotJobs Assets from Yahoo! Inc.

On August 24, 2010, pursuant to an Asset Purchase Agreement dated as of February 3, 2010 between Monster and Yahoo! Inc., Monster completed the acquisition of substantially all of the assets exclusive to Yahoo! HotJobs (the “HotJobs Assets”) from Yahoo! The purchase price for the HotJobs Assets was $225.0 million. We acquired the HotJobs Assets, among other objectives, to expand our business in the North America online recruitment market. Accordingly, the business attributable to the HotJobs Assets has been included in the Careers — North America segment and reporting unit. The results of operations attributable to the HotJobs Assets have been included in our consolidated financial statements since August 24, 2010. Concurrent with the closing of the acquisition, Monster and Yahoo! entered into a three year commercial traffic agreement whereby Monster became Yahoo!’s exclusive provider of career and job content on the Yahoo! homepage in the United States and Canada.

Income Taxes

Thus far in 2011, we have incurred tax losses and have not paid significant taxes in the United States due to the availability of tax loss carryforwards. 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.

Share Repurchase Plan

As of March 31, 2011, 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, Fair Value Measurements and Disclosures. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of fair value hierarchy are described below:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

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, and considers counter-party credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. There have been no transfers of assets or liabilities between the fair value measurement classifications for the three months ended March 31, 2011.

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The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States. The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of March 31, 2011:

(in thousands)		Level 1		Level 2		Level 3		Total
Assets:
Bank time deposits	$	—	$	59,878	$	—	$	59,878
Commercial paper		—		79,136		—		79,136
Banker’s acceptances		—		8,492		—		8,492
Government bond — foreign		—		8,420		—		8,420
Foreign exchange contracts		—		304		—		304
Total Assets	$	—	$	156,230	$	—	$	156,230
Liabilities:
Lease exit liabilities	$	—	$	—	$	15,971	$	15,971
Total Liabilities	$	—	$	—	$	15,971	$	15,971

The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

(in thousands)		Level 1		Level 2		Level 3		Total
Assets:
Bank time deposits	$	—	$	55,954	$	—	$	55,954
Commercial paper		—		47,675		—		47,675
Government bond — foreign		—		4,385		—		4,385
Foreign exchange contracts		—		666		—		666
Total Assets	$	—	$	108,680	$	—	$	108,680
Liabilities:
Lease exit liabilities	$	—	$	—	$	13,913	$	13,913
Total Liabilities	$	—	$	—	$	13,913	$	13,913

The lease exit liabilities relate to vacated facilities associated with previously discontinued operations and realignment activities of the Company and are recorded in accrued expenses and other current liabilities in the consolidated balance sheet as of March 31, 2011. 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, inclusive of certain sublet assumptions.

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

	Lease Exit
	Liability
	(in thousands)
Balance, December 31, 2010	$	13,913
Expense		2,998
Cash Payments		(940	)
Balance, March 31, 2011	$	15,971

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 revolving credit facility and term loan (see Note 11 to the Company’s financial statements included in Item 1 of this Quarterly Report on Form 10-Q), which approximates fair value due to market interest rates.

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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, recruitment media 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 and other career-related services are recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. In accordance with Accounting Standards Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements (“ASU No. 2009-13”) which was effective January 1, 2011, revenue associated with multiple element contracts is based on the selling price hierarchy, which includes vendor-specific objective evidence or (“VSOE”) when available, third-party evidence (“TPE”) if vendor-specific objective evidence is not available and then the best estimate of selling price if neither VSOE or TPE is available. 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.

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.

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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 March 31, 2011, 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.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Stock Compensation. 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.

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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 March 31, 2011, 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 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 VSOE if available, TPE if VSOE is not available, or estimated selling price if neither VSOE or TPE is available. ASU 2009-13 is effective for revenue arrangements entered into in fiscal years beginning on or after June 15, 2010. The Company adopted ASU 2009-13 effective January 1, 2011 and it did not have a material impact on its consolidated statements of operations and financial condition.

In December 2010, the FASB issued ASU No. 2010-28, Intangibles — Goodwill and Other Topics. This update modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This accounting guidance is effective for financial statements issued for fiscal years beginning after December 15, 2010, and interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2011 and it did not have a material impact on the Company’s consolidated statements of operations and financial condition.

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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, 2010.

Foreign Exchange Risk

During the three months ended March 31, 2011, revenue from our international operations accounted for 43% 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, Czech Korunas, Korean Won, Chinese Renminbi and Swedish Krona. 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 weakening U.S. dollar in the first quarter of 2011 positively impacted reported revenue by approximately $1.2 million and negatively impacted reported operating income by approximately $0.7 million, compared to the first three months of 2010.

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 March 31, 2011 of $183.4 million, an assumed 5%, 10% and 20% negative currency movement would result in fair value declines of $9.2 million, $18.3 million and $36.7 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 months ended March 31, 2011, our cumulative translation adjustment account increased $35.4 million, primarily attributable to the foreign currency movements of the U.S. dollar against the Euro, British Pound, Korean Won and Swedish Krona.

Interest Rate Risk

Credit Facility

As of March 31, 2011, 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 provided for under our credit facility was fully drawn during the first three months of 2011, we would have had $295.0 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 March 31, 2011. Assuming the amount of borrowings under our credit facility was equal to the amount of outstanding borrowings on March 31, 2011, we would have had $121.1 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 $0.3 million for the three months ended March 31, 2011. 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, top sovereign, regional, national and supra-national bank commercial paper, bank time deposits, bankers’ acceptances and government bonds that mature within six months of their origination date. 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 $0.4 million for the three months ended March 31, 2011.

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ITEM 4. CONTROLS AND PROCEDURES

Monster maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of Securities Exchange Act of 1934 (the “Exchange Act”), 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’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’s management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Monster 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’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Monster’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’s disclosure controls and procedures were effective.

There have been no significant changes in Monster’s internal controls over financial reporting that occurred during the fiscal quarter ended March 31, 2011 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 matter discussed below, no legal proceedings were commenced during the period covered by this report that the Company believes could reasonably be expected to have a material adverse effect on its financial condition or results of operations. For a discussion of certain other legal proceedings disclosed in the Company’s prior reports, see Note 15, Legal Matters, in the Notes to Consolidated Financial Statements of this Form 10-Q.

In February 2011, Gildersleeve Holdings LLC filed suit against the Company and ten other named defendants for allegedly infringing a patent purporting to cover certain forms of viewer specific content on websites. The lawsuit, entitled Gildersleeve Holdings LLC v. Amazon.com, et al. (Civil Action No. 11-cv-00472), is pending in the United States District Court for the Northern District of Georgia. The plaintiff seeks monetary damages, attorney’s fees, costs and injunctive relief. The Company intends to vigorously defend this matter and is currently unable to estimate any potential losses.

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, 2010, 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, 2010.

ITEM 6. EXHIBITS

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

Exhibit
Number	Description
10.1	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted stock.
10.2	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted stock.
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 James M. Langrock 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 James M. Langrock 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: April 29, 2011	By:	/s/ SALVATORE IANNUZZI
		Salvatore Iannuzzi
		Chairman, President and Chief Executive Officer (principal executive officer)
Dated: April 29, 2011	By:	/s/ JAMES M. LANGROCK
		James M. Langrock
		Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted stock.
10.2	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted stock.
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 James M. Langrock 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 James M. Langrock pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

36

EX-10.1

Exhibit 10.1

Initial Director Grant

MONSTER WORLDWIDE, INC.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”) is made, effective as of [                    ], 201[_] (the “Grant Date”), by and between MONSTER WORLDWIDE, INC., a Delaware corporation (hereinafter called the “Company”), and [                                        ] (hereinafter called the “Non-Employee Director”).

WITNESSETH:

WHEREAS, the Board Committee desires to award to the Non-Employee Director pursuant to the Company’s 2008 Equity Incentive Plan, as amended (the “Plan”), shares of Common Stock upon such terms and subject to such forfeiture and other conditions as set forth in this Agreement (the “Restricted Stock”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of the Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Non-Employee Director is awarded as Restricted Stock [                    ] shares of Common Stock for a purchase price of zero ($0.00). The Restricted Stock shall vest and become nonforfeitable, if at all, in accordance with Section 2 hereof.

2. Vesting.

(a) The Restricted Stock granted to the Non-Employee Director shall vest and become nonforfeitable immediately on the Grant Date as to 50% of the Restricted Stock and, subject to the Non-Employee Director’s continuous service as a member of the Board of the Company, the remaining 50% of the Restricted Stock shall vest and become nonforfeitable on the first anniversary of the Grant Date (each a “Restricted Stock Vesting Date”). In the event the above vesting schedule results in the vesting of any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock.

(b) If the Non-Employee Director’s service as a member of the Board terminates for any reason (other than death or disability (as determined by the Board Committee)) including as a result of the Non-Employee Director’s failure to be renominated or reelected as a director, then the Restricted Stock, to the extent not then vested, shall be forfeited by the Non-Employee Director to the Company without consideration; provided, however, that if the Non-Employee Director’s continued service terminates because of the Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become fully vested.

Initial Director Grant

(c) Notwithstanding any other provision of this Agreement to the contrary, in the event that a Change in Control shall occur prior to the date that all of the Restricted Stock is vested, then to the extent not previously forfeited all of the unvested Restricted Stock shall vest effective upon the date of the Change in Control.

(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Section 2 is not a Business Day, 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.

(e) Notwithstanding any provision of this Agreement to the contrary, any and all dividends (whether cash, Common Stock, securities or other property) that may be payable with respect to Restricted Stock that is not vested at the time such dividend is payable shall not be paid. Instead, dividends on such unvested Restricted Stock shall vest, become nonforfeitable and be paid or delivered (without interest), if at all, when, as and only to the extent that the Restricted Stock in respect of which such dividend was payable shall vest and become nonforfeitable pursuant to this Agreement. Any dividends on such unvested Restricted Stock shall be forfeited when such Restricted Stock in respect of which such dividend was payable shall be forfeited, and references in this Agreement to Restricted Stock that is not vested shall include the dividends payable in respect of such unvested Restricted Stock.

3. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan.

4. Delivery of Restricted Stock. The Restricted Stock hereby awarded shall be maintained in “book-entry” form, registered in the Non-Employee Director’s name on the stock transfer books of the Company, and no actual certificates therefore shall be delivered by the Company. Upon vesting, a stock certificate evidencing the Restricted Stock shall be issued by the Company. The Non-Employee Director shall be the record owner of the Restricted Stock until such Restricted Stock is forfeited pursuant to Section 2 hereof. As record owner, the Non-Employee Director shall be entitled to all rights of a holder of the Common Stock, except (1) as set forth in Section 2(e) of this Agreement, (2) that any and all shares of Common Stock or other securities received by the Non-Employee Director with respect to the unvested Restricted Stock as a result of a stock split, spin-off, split-off, recapitalization, capital reorganization, reclassification of shares of Common Stock, merger or consolidation shall be deemed to be Restricted Stock subject to all of the provisions of this Agreement and shall vest at the same time as the Restricted Stock giving rise to such additional shares or securities received, and (3) that until the Restricted Stock Vesting Date, the Restricted Stock shall be subject to the limitations on transfer set forth in the Plan and Section 8 of this Agreement, and the Company may so limit transfers of the Restricted Stock on its books. The Non-Employee Director agrees to take such action and execute such instruments which the Company may deem necessary or advisable to accept, maintain, receive or transfer the Restricted Stock in accordance with the Plan and this Agreement.

5. No Right to Continue as a Non-Employee Director. Nothing in this Agreement shall give the Non-Employee Director any right to continue as a director of the Company.

2

Initial Director Grant

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. The Non-Employee Director acknowledges receipt of a copy of the Plan prior to the execution of this Agreement.

7. Binding Effect; Headings. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto 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 Agreement.

8. Non-Assignability, Etc. The Restricted Stock may not be assigned, alienated, pledged, attached, hypothecated, sold or otherwise transferred or encumbered by the Non-Employee Director and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance of the Restricted Stock shall be void and unenforceable against the Company.

9. Securities Law; Insider Trading. The Board Committee may from time to time impose any conditions on the Restricted Stock as it deems necessary or advisable to ensure that the Plan, this Agreement and the issuance and resale or any securities comply with all applicable securities laws, including without limitation Rule 16b-3 under the Exchange Act and the Securities Act. Such conditions may include, among other things, the requirement that certificates for shares of Common Stock to be issued to the Non-Employee Director hereunder contain a restrictive legend in such form and substance as may be determined by the Board 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 Non-Employee Director 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.

10. General. This Agreement 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 Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. The Non-Employee Director has not relied on any representation not set forth in this Agreement.

11. Amendment or Modification; Waiver. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed on behalf of the Company (as authorized by the Committee) and the Non-Employee Director.

3

Initial Director Grant

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

MONSTER WORLDWIDE, INC.
By:
	Name:
	Title:

Agreed and acknowledged as of the date first above written:

Name:

4

EX-10.2

Exhibit 10.2

Annual Director Grant

MONSTER WORLDWIDE, INC.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”) is made, effective as of [                    ], 201[_] (the “Grant Date”), by and between MONSTER WORLDWIDE, INC., a Delaware corporation (hereinafter called the “Company”), and [                                        ] (hereinafter called the “Non-Employee Director”).

WITNESSETH:

WHEREAS, the Board Committee desires to award to the Non-Employee Director pursuant to the Company’s 2008 Equity Incentive Plan, as amended (the “Plan”), shares of Common Stock upon such terms and subject to such forfeiture and other conditions as set forth in this Agreement (the “Restricted Stock”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of the Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Non-Employee Director is awarded as Restricted Stock [                    ] shares of Common Stock for a purchase price of zero ($0.00). The Restricted Stock shall vest and become nonforfeitable, if at all, in accordance with Section 2 hereof.

2. Vesting.

(a) Subject to the Non-Employee Director’s continuous service as a member of the Board of the Company, the Restricted Stock granted to the Non-Employee Director shall vest and become nonforfeitable as to the percentage of the Restricted Stock indicated on the dates specified below (each a “Restricted Stock Vesting Date”):

Date	Percentage of Restricted Stock Becoming 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	%

In the event the above vesting schedule results in the vesting of any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock.

Annual Director Grant

(b) If the Non-Employee Director’s service as a member of the Board terminates for any reason (other than death or disability (as determined by the Board Committee)), including as a result of the Non-Employee Director’s failure to be renominated or reelected as a director, then the Restricted Stock, to the extent not then vested, shall be forfeited by the Non-Employee Director to the Company without consideration; provided, however, that if the Non-Employee Director’s continued service terminates because of the Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become fully vested.

(c) Notwithstanding any other provision of this Agreement to the contrary, in the event that a Change in Control shall occur prior to the date that all of the Restricted Stock is vested, then to the extent not previously forfeited all of the unvested Restricted Stock shall vest effective upon the date of the Change in Control.

(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Section 2 is not a Business Day, 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.

(e) Notwithstanding any provision of this Agreement to the contrary, any and all dividends (whether cash, Common Stock, securities or other property) that may be payable with respect to Restricted Stock that is not vested at the time such dividend is payable shall not be paid. Instead, dividends on such unvested Restricted Stock shall vest, become nonforfeitable and be paid or delivered (without interest), if at all, when, as and only to the extent that the Restricted Stock in respect of which such dividend was payable shall vest and become nonforfeitable pursuant to this Agreement. Any dividends on such unvested Restricted Stock shall be forfeited when such Restricted Stock in respect of which such dividend was payable shall be forfeited, and references in this Agreement to Restricted Stock that is not vested shall include the dividends payable in respect of such unvested Restricted Stock.

3. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan.

4. Delivery of Restricted Stock. The Restricted Stock hereby awarded shall be maintained in “book-entry” form, registered in the Non-Employee Director’s name on the stock transfer books of the Company, and no actual certificates therefore shall be delivered by the Company. Upon vesting, a stock certificate evidencing the Restricted Stock shall be issued by the Company. The Non-Employee Director shall be the record owner of the Restricted Stock until such Restricted Stock is forfeited pursuant to Section 2 hereof. As record owner, the Non-Employee Director shall be entitled to all rights of a holder of the Common Stock, except (1) as set forth in Section 2(e) of this Agreement, (2) that any and all shares of Common Stock or other securities received by the Non-Employee Director with respect to the unvested Restricted Stock as a result of a stock split, spin-off, split-off, recapitalization, capital reorganization, reclassification of shares of Common Stock, merger or consolidation shall be deemed to be Restricted Stock subject to all of the provisions of this Agreement and shall vest at the same time as the Restricted Stock giving rise to such additional shares or securities received, and (3) that until the Restricted Stock Vesting Date, the Restricted Stock shall be subject to the limitations on transfer set forth in the Plan and Section 8 of this Agreement, and the Company may so limit transfers of the Restricted Stock on its books. The Non-Employee Director agrees to take such action and execute such instruments which the Company may deem necessary or advisable to accept, maintain, receive or transfer the Restricted Stock in accordance with the Plan and this Agreement.

2

Annual Director Grant

5. No Right to Continue as a Non-Employee Director. Nothing in this Agreement shall give the Non-Employee Director any right to continue as a director of the Company.

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. The Non-Employee Director acknowledges receipt of a copy of the Plan prior to the execution of this Agreement.

7. Binding Effect; Headings. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto 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 Agreement.

8. Non-Assignability, Etc. The Restricted Stock may not be assigned, alienated, pledged, attached, hypothecated, sold or otherwise transferred or encumbered by the Non-Employee Director and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance of the Restricted Stock shall be void and unenforceable against the Company.

9. Securities Law; Insider Trading. The Board Committee may from time to time impose any conditions on the Restricted Stock as it deems necessary or advisable to ensure that the Plan, this Agreement and the issuance and resale or any securities comply with all applicable securities laws, including without limitation Rule 16b-3 under the Exchange Act and the Securities Act. Such conditions may include, among other things, the requirement that certificates for shares of Common Stock to be issued to the Non-Employee Director hereunder contain a restrictive legend in such form and substance as may be determined by the Board 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 Non-Employee Director 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.

3

Annual Director Grant

10. General. This Agreement 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 Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. The Non-Employee Director has not relied on any representation not set forth in this Agreement.

11. Amendment or Modification; Waiver. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed on behalf of the Company (as authorized by the Committee) and the Non-Employee Director.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

MONSTER WORLDWIDE, INC.
By:
	Name:
	Title:

Agreed and acknowledged as of the date first above written:

Name:

4

EX-15.1

Exhibit 15.1

April 29, 2011

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 April 29, 2011, relating to the Company’s unaudited interim consolidated financial statements appearing in its quarterly report on Form 10-Q for the quarter ended March 31, 2011. 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 April 29, 2011.

/s/ BDO USA, LLP

New York, New York

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: April 29, 2011

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, James M. Langrock, 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: April 29, 2011

By:	/s/ JAMES M. LANGROCK
	James M. Langrock
	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 March 31, 2011 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: April 29, 2011

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 March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James M. Langrock, 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/ JAMES M. LANGROCK
	James M. Langrock
	Executive Vice President and Chief Financial Officer Date: April 29, 2011

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.