Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 001-34209
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Monster Worldwide, Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Monster Worldwide, Inc.
622 Third Avenue
New York, New York 10017
Monster Worldwide, Inc.
401 (k) Savings Plan
TABLE OF CONTENTS
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No. |
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3 |
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Financial Statements: |
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4 |
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5 |
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6 |
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Supplemental Schedule: |
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13 |
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14 |
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Exhibit 23.1 |
- 2 -
Report of Independent Registered Public Accounting Firm
To the Trustee of the
Monster Worldwide, Inc.
401(k) Savings Plan
New York, New York
We have audited the accompanying statements of net assets available for benefits of the Monster
Worldwide, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2009 and 2008, and the
related statements of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Plans internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and
the changes in net assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming opinions on the basic financial statements
taken as a whole. The accompanying supplemental schedule of assets held for investment purposes
at end of year for the year ended December 31, 2009 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is supplementary
information required by the Department of Labors Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plans management. The supplemental schedule has been subjected to
the auditing procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ BDO Seidman, LLP
New York, New York
June 25, 2010
- 3 -
MONSTER WORLDWIDE, INC.
401 (k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2009 |
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2008 |
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Assets |
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Investments at fair value: |
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Mutual Funds: |
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American Century Inflation-Adjusted Bond Fund |
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$ |
3,086,014 |
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$ |
2,774,004 |
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American Funds Grth Fund of Amer |
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9,275,929 |
* |
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5,948,035 |
* |
Baron Small Cap |
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2,830,811 |
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1,574,631 |
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Columbia Value & Restructuring |
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9,679,960 |
* |
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6,662,834 |
* |
Goldman Sachs High Yield Institutional Shares |
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1,644,679 |
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1,033,411 |
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JP Morgan Diversified Mid Cap Growth |
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3,302,591 |
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1,958,788 |
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Laudus International MarketMasters Fund |
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12,451,174 |
* |
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7,881,679 |
* |
Oakmark Equity Income Fund |
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15,881,371 |
* |
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11,289,627 |
* |
Oppenheimer Developing Markets A |
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6,885,659 |
* |
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3,515,890 |
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Perkins Mid Cap Value Inv |
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9,541,957 |
* |
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6,904,846 |
* |
PIMCO Total Return Fund |
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8,144,936 |
* |
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5,894,902 |
* |
Royce Total Return Investment Fund |
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2,435,258 |
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1,637,121 |
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Schwab S&P 500 Investor SHS |
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11,463,580 |
* |
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8,230,051 |
* |
Vanguard REIT Index Investor SHS |
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402,434 |
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Third Avenue Real Estate Value |
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1,752,531 |
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902,965 |
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Common/collective trusts: |
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Schwab Stable Value Fund |
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11,851,982 |
* |
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10,825,694 |
* |
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Monster Worldwide, Inc. Equity Unit Fund |
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8,067,389 |
* |
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5,542,808 |
* |
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Participant Loans |
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2,068,417 |
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1,581,128 |
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Personal Choice Retirement Accounts |
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661,929 |
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341,576 |
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Total investments |
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121,428,601 |
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84,499,990 |
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Noninterest bearing cash |
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1,102 |
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Receivables: |
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Employers contributions |
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393,178 |
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Interest on loans and dividends |
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39,241 |
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37,333 |
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Total receivables |
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39,241 |
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430,511 |
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Total assets |
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121,468,944 |
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84,930,501 |
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Liabilities |
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Accrued expenses |
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42,000 |
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39,000 |
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Net assets available for benefits at fair value |
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121,426,944 |
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84,891,501 |
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Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts |
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(81,218 |
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525,563 |
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Net assets available for benefits |
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$ |
121,345,726 |
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$ |
85,417,064 |
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* |
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Represents 5% or more of the net assets available for benefits. |
See accompanying notes.
- 4 -
MONSTER WORLDWIDE, INC.
401 (k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended December 31, |
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2009 |
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2008 |
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Additions: |
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Interest, capital gains and dividends |
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$ |
2,170,818 |
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$ |
3,359,309 |
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Contributions: |
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Participants |
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14,796,680 |
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15,456,942 |
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Employer |
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1,648,322 |
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5,352,194 |
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16,445,002 |
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20,809,136 |
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Rollovers in participant balances |
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1,022,387 |
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1,068,020 |
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Assets transferred into Plan |
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505,701 |
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Net appreciation (depreciation) in fair value of
investments |
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25,413,381 |
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(46,630,571 |
) |
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Total additions |
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45,051,588 |
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(20,888,405 |
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Deductions: |
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Benefits paid to participants |
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8,937,098 |
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13,028,976 |
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Administrative expenses |
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185,828 |
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117,942 |
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Total deductions |
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9,122,926 |
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13,146,918 |
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Net increase (decrease) |
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35,928,662 |
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(34,035,323 |
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Net assets available for benefits, beginning of year |
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85,417,064 |
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119,452,387 |
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Net assets available for benefits, end of year |
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$ |
121,345,726 |
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$ |
85,417,064 |
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See accompanying notes.
- 5 -
MONSTER WORLDWIDE, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Monster Worldwide, Inc. 401(k) Savings Plan and its related
Trust (collectively, the Plan) is provided for general information purposes only. Participants
should refer to the current Plan document for a complete description of the Plans provisions.
The Plan was adopted as of January 1, 1992 for the benefit of its eligible employees and the
eligible employees of any other organization designated by the Board of Directors of Monster
Worldwide, Inc. (Monster Worldwide).
General
The Plan is a defined contribution plan and provides for elective contributions on the part of
the participating employees and employer matching contributions of up to 6% of employees
eligible compensation within limits established by the Employee Retirement Income Security Act of
1974, as amended (ERISA). The employer match was suspended effective April 3, 2009. The CEO has the authority, at his or her
discretion, to reinstate the employer match should economic conditions improve. The Plan
extends coverage to each employee of the participating employers, except those employees covered
by a collective bargaining agreement where the agreement does not specifically provide for the
participation in the Plan of the employees subject to that bargaining agreement, leased employees
or nonresident aliens with no U.S. source income. The Plan has an automatic enrollment feature
and a new eligible employee will be deemed to have agreed to make pre-tax contributions of 6% of
annual eligible compensation unless the employee affirmatively elects otherwise. The Plan has
designated Monster Worldwide as the Plan Administrator. The Plan Administrator is responsible for
the operations of the Plan in accordance with prevailing government requirements. The Plan is
subject to the provisions of ERISA and provisions of the Internal Revenue Code of 1986, as
amended (IRC) as it pertains to plans intended to qualify under IRC Section 401(a).
Plan Amendments During the Years Ended December 31, 2008 and December 31, 2009
Effective July 2008, the Plan was amended to provide for discretionary matching contributions on
a payroll period basis rather than on a calendar quarter basis. In addition, this amendment added
a discretionary annual true-up with respect to such matching contributions and removed any
requirement for the participant to be employed by or associated with the employer on the last day
of the calendar quarter for purposes of receiving matching contributions. On September 1, 2008,
the Plan was amended to allow a non-spousal distributee to be a designated beneficiary of the
employee or former employee.
On December 30, 2009, the Plan was amended to provide that participants shall have the option to
rollover after-tax contributions to an Individual Retirement Account, to a qualified plan or to
an annuity contract.
Contributions
The Plan permits an eligible participant to make pre-tax contributions in excess of the IRC
402(g) limit. These contributions are known as catch-up contributions. A participant who
attains age 50 during a Plan year is permitted to make catch-up contributions to the Plan,
subject to the legal limit on these contributions. The legal limit on catch-up contributions was
$5,500 during 2009 and $5,000 during 2008. Effective January 1, 2007, the Plan was amended to
permit participants to make contributions in specified flat dollar amounts, in addition to the
continued ability to make contributions in specified percentages of their annual eligible
compensation.
The Plan has an automatic enrollment feature. Under this feature, unless the employee
affirmatively elects otherwise, any new hire will be deemed to have entered into a salary
reduction agreement and elected to make elective contributions to the Plan beginning effective as
of the first payroll period coinciding with or following the 45-day period following his or her
employment commencement date. Automatic elective contributions are initially set at 6% of an
employees annual eligible compensation. Eligible employees may change or stop the amount of
their elective contribution at any time subsequent to their automatic enrollment. The automatic
enrollment feature only applies to pre-tax contributions. Roth elective deferrals are voluntary.
- 6 -
Participating employers may make matching contributions equal to 50% of an eligible participants
pre-tax elective contributions and Roth elective deferrals up to a maximum of 6% of the
participants annual eligible compensation. Through June 30, 2008, a participant who made pre-tax
elective contributions or Roth elective deferrals to the Plan was only eligible to receive an
allocation of matching contributions if the participant was employed by a participating employer
on the last day of each calendar quarter or if the participant retired, died or incurred a
disability during the calendar quarter. Commencing July 1, 2008, these restrictions no longer
apply and any matching contributions are made each payroll period. The Plan also permits
participating employers to make additional employer matching contributions to the Plan on behalf
of non-highly compensated participants if needed, to satisfy applicable non-discrimination
requirements. Effective January 1, 2008, additional matching contributions may be made to all
participants accounts as long as such matching contributions do not exceed 100% of salary
reduction contributions and Roth elective deferrals for a participant for the plan year up to 6%
of the participants annual eligible compensation (less any matching contributions previously
made for the year). Catch-up contributions are not matched.
Participants Accounts
Each participants account is credited with the elective contributions made by that participant
and employer matching contributions for which that participant is eligible. The participating
employees direct the investment of the contributions credited to their account into one or more
of the investment choices which have been made available to them. Each participants account will
be credited with its share of the net investment earnings of the funds in which that account is
invested. The employee individually manages the Personal Choice Retirement Accounts and the
investment results directly affect the participants investment balances. The benefit to which a
participant is entitled is the amount that can be provided from the participants vested account.
The Plan also accepts rollover contributions (i.e., amounts which can be rolled over into a tax
qualified plan from another employers qualified plan).
Vesting
The portion of a participants account attributed to elective contributions, qualified
non-elective contributions and rollover contributions are fully vested at all times. Vesting of
other amounts (i.e., fully vested rights to the portion of a participants account arising from
employer matching contributions or profit sharing contributions, if any) is based upon the number
of years in a participants period of service. A period of service is measured from an employees
employment or reemployment commencement date and ends on an employees termination date. Vesting
begins with the completion of a period of service of one year, at the rate of 25% and increases
25% for each subsequent year until full vesting is achieved with a period of service of four or
more years, except for merging plans, as provided in the Plan. Notwithstanding the number of
years in an employees period of service, a participant is considered fully vested at the Plans
normal retirement age of sixty-five, in the event of death, or if the participant incurs a
disability that is considered to be total and permanent. The Plan provides special vesting rules
with regard to any benefits a participant may have from a plan that was merged into the Plan.
Forfeitures
Forfeitures of terminated participants non-vested accounts may be used to pay permissible Plan
expenses in accordance with the rules under ERISA and any excess may be applied as a reduction to
employer matching contributions, discretionary non-elective contributions or profit sharing
contributions. Forfeitures occur in any Plan year in which a terminated participant receives the
portion of the matching contributions credited to his or her account that has vested in
accordance with the Plans vesting schedule and forfeits the non-vested balance. If a terminated
participant resumes employment with the employer within five years subsequent to the termination
date, the forfeited amount will be restored to their matching contribution or profit sharing
account. Forfeited non-vested accounts totaled $187,091 and $229,041 at December 31, 2009 and
2008, respectively. Plan expenses in the amount of $83,084 and $48,452 were paid with forfeitures
during the years ended December 31, 2009 and 2008, respectively.
Payment of Benefits
Benefits are generally payable following a participants termination of employment, death or
disability. If a portion of a participants account is attributable to a merged plan, that
portion of the account may have additional distribution or in-service withdrawal rights; these
rights are grandfathered in accordance with the applicable provisions of the IRC and ERISA.
Benefits are generally payable in a lump sum but may also be paid in installments or through the
purchase of an annuity. Upon the showing of substantial hardship, and in accordance with specific
rules set forth by the IRS concerning hardship withdrawals, a participant may withdraw elective
deferrals, which have not previously been withdrawn, subject to certain limitations.
Participant Loans
In general, a participant may borrow an amount not exceeding the lesser of $50,000 or 50% of the
vested portion of their account. If the proceeds of the loan are to be applied to the purchase of
a principal residence of the participant, the repayment period shall be no more than 10 years
(except for loans outstanding under certain merged plans). If the proceeds of the loan are used
for any other purpose, the repayment of the loan must be made within five years. Interest will be
charged at an annual rate, which is comparable to a commercial rate for a similar type of loan,
interest rates range from 3.25% to 8.25%. Principal and interest payments will be due no less
frequently than quarterly and, for current employees, will be made by payroll deductions. The
loans are collateralized by the participants interest in their accounts.
- 7 -
Administrative Expenses
The Plan Administrator pays certain administrative expenses of the Plan and costs associated with
the Monster Worldwide, Inc. Equity Unit Fund.
Risks and Uncertainties
The Plan invests in various investment securities including stocks, bonds, fixed income
securities and other investment securities. Investment securities are exposed to various risks,
such as interest rate, market, equity price and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that changes in the values
of investment securities will occur in the near term and such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements
Basis of Accounting
The financial statements of the Plan have been prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, and changes therein, and disclosures of
contingent assets and liabilities. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
During 2009, the Plan adopted Financial Accounting Standards Board (FASB) Statement No. 165,
Subsequent Events, or Accounting Standards Codification (ASC) 855 (ASC 855), which
was issued in May 2009 and is effective for fiscal years and interim periods ending after June
15, 2009. ASC 855 requires evaluation of subsequent events through the date of financial
statement issuance. The adoption of this guidance did not have a material impact on the Plans
financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 168, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles (the Codification). This standard replaces SFAS No. 162, The Hierarchy of Generally
Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted
accounting principles (GAAP), authoritative and non-authoritative. The FASB ASC has become the
source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the
Securities and Exchange Commission (SEC), which are sources of authoritative GAAP for SEC
registrants. All other non-grandfathered, non-SEC accounting literature not included in the
Codification will become non-authoritative. This standard is effective for financial statements
for interim or annual reporting periods ending after September 15, 2009. The adoption of the
Codification changed the Plans references to GAAP accounting standards but did not impact the
Plans financial results.
- 8 -
Investment Valuation and Income Recognition
All investments are carried at fair value or an approximation of fair value. Dividends are
recorded on the ex-dividend date and interest is accrued as earned. The Plan invests in various
investment securities. Investment securities are exposed to various risks such as interest rate,
market and credit risks. Due to the level of risk associated with certain investments securities,
it is possible that changes in the values of investment securities will occur in the near term
and such changes could materially affect the amounts reported in the statement of net assets
available for Plan benefits.
Fair Value Measurements
On January 1, 2008, the Plan adopted ASC 820, Fair Value Measurements (formerly SFAS No. 157).
ASC 820 defines fair value as the price that would be received from selling an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement
date. When determining the fair value measurements for assets and liabilities required to be
recorded at fair value, the Plan considers the principal or most advantageous market in which it
would transact and considers assumptions that market participants would use when pricing the
asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
Adoption of ASC 820 did not have a material impact on the Plans financial statements.
The following provides a description of the three levels of input that may be used to measure
fair value under ASC 820, the types of Plan investments that fall under each category, and the
valuation methodologies used to measure these investments at fair value.
Level 1 Quoted prices available in active markets for identical assets or liabilities;
Level 2 Inputs other than Level 1 inputs that are directly or indirectly observable; and
Level 3 Unobservable inputs in which little or no market data exists
The following table presents the financial assets the Plan measures at fair value on a recurring
basis, based upon fair value hierarchy:
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Total Fair Value |
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Fair Value Measured and Recorded at |
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Value as of |
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December 31, 2009 Using Input Type |
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December 31, |
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Level 1 |
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Level 2 |
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Level 3 |
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2009 |
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Investments: |
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Mutual Funds |
|
$ |
98,778,884 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
98,778,884 |
|
Monster Worldwide, Inc. Equity Unit Fund |
|
|
8,067,389 |
|
|
|
|
|
|
|
|
|
|
|
8,067,389 |
|
Personal Choice Retirement Accounts |
|
|
661,929 |
|
|
|
|
|
|
|
|
|
|
|
661,929 |
|
Common/Collective Trust |
|
|
|
|
|
|
11,851,982 |
|
|
|
|
|
|
|
11,851,982 |
|
|
Participant Loans |
|
|
|
|
|
|
|
|
|
|
2,068,417 |
|
|
|
2,068,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments (Excluding Cash and Cash
Equivalents) |
|
$ |
107,508,202 |
|
|
$ |
11,851,982 |
|
|
$ |
2,068,417 |
|
|
$ |
121,428,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 9 -
The table below sets forth a summary of changes in the fair value of the Plans Level 3
investment assets for the year ended December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using Significant |
|
|
|
Unobservable Inputs (Level 3) |
|
|
|
|
|
|
|
Issuances, |
|
|
|
|
|
|
Beginning |
|
|
Repayments, |
|
|
Ending |
|
|
|
Balance |
|
|
Settlements, Net |
|
|
Balance |
|
Participant Loans |
|
$ |
1,581,128 |
|
|
|
487,289 |
|
|
$ |
2,068,417 |
|
|
|
|
|
|
|
|
|
|
|
Common/Collective Trust Funds
Investment contracts held by a defined contribution plan are required to be reported at fair
value. Contract value, however, is the relevant measurement attributable to fully
benefit-responsive investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the Plan. The Plan
invests in fully benefit-responsive investment contracts through a common/collective fund (Schwab
Stable Value Fund). The statements of net assets available for benefits present fair value of
the Schwab Stable Value Fund and adjustment from fair value to contract value.
The table below reflects (i) the average yield earned by the Plan for all fully
benefit-responsive investments contracts (which may differ from the interest rate credited to
participants in the Plan) and (ii) the average yield earned by the Plan for all fully
benefit-responsive investment contracts with an adjustment to reflect the actual interest
credited to participants in the Plan for the years ended December 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
Average Yields |
|
2009 |
|
|
2008 |
|
Based on actual earnings |
|
|
2.65 |
% |
|
|
5.25 |
% |
Based on interest rate credited
to participants |
|
|
3.06 |
% |
|
|
3.72 |
% |
Benefits
Benefits are recorded when paid.
Party-in-Interest Transactions
The Plan invests in shares of registered investment companies and common/collective trusts
managed by affiliates of Charles Schwab Trust Company. Charles Schwab Trust Company acts as
trustee for investments of the Plan. The Plan also invests in shares of Monster Worldwide common
stock through the Monster Worldwide, Inc. Equity Unit Fund and issues loans to participants which
are secured by the balances in the participant accounts. Transactions in such investments qualify
as party-in-interest transactions and are exempt from the prohibited transaction rules.
3. Plan Mergers
The Affinity Labs Inc. and Trovix Inc. 401(k) Plans (the Merged Plans) were merged with the
Plan on June 1, 2008 and December 1, 2008, respectively. All assets of the Merged Plans were
transferred to the Plan, causing dissolution of the Merged Plans. Each participant in the Merged
Plans became eligible to participate in the Plan upon, or before, the effective date of the
applicable merger. There were no mergers in 2009.
- 10 -
4. Investments
The Plans investments (including gains and losses on investments bought and sold, as well as
held during the year) appreciated (depreciated) in 2009 and 2008, as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Mutual funds |
|
$ |
23,168,360 |
|
|
$ |
(39,048,533 |
) |
Common/collective trusts |
|
|
(286,318 |
) |
|
|
947,954 |
|
Monster Worldwide, Inc. Equity Unit
Fund |
|
|
2,531,339 |
|
|
|
(8,529,992 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
25,413,381 |
|
|
$ |
(46,630,571 |
) |
|
|
|
|
|
|
|
5. Income Tax Status
The Internal Revenue Service has determined and informed the Plan Administrator, in a letter
dated August 3, 2005, that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code (IRC).
Although the Plan has been amended and restated since receiving the determination letter, the
Plan Administrator believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes
has been included in the Plans financial statements.
6. Trustee and Custodian
The funds of the Plan are maintained under a Trust with the Charles Schwab Trust Company as
Trustee. The duties and authority of the Trustee are defined in the related Trust Agreement.
The Custodian of the Plan is Charles Schwab Retirement Plan Services. The duties of the Custodian
include administration of the trust fund (including income) at the direction of the Trustee, the
payment of benefits and loans to plan participants and the payment of expenses incurred by the
Plan in accordance with instructions from the Plan Administrator and Trustee (with the option
given to participants to individually direct the investment of their interest in the Plan). The
Custodian is also responsible for the maintenance of the individual participant records and
required to render statements to the participants as to their interest in the Plan.
7. Termination
Although it has not expressed any intent to do so, Monster Worldwide has the right, in accordance
with the Plan document, to terminate its participation in the Plan, subject to the provisions of
ERISA and the IRC. If the Plan is fully or partially terminated, all amounts credited to the
affected participants accounts will become fully vested. Upon termination, the Plan
Administrator will take steps necessary to have the assets of the Plan distributed among the
affected participants.
8. Amounts Due to Participants and Amounts Due From Employer
In order to ensure favorable tax treatment of participant accounts, the Plan may not exceed
certain maximums for employee elective contributions and employer matching contributions of
highly compensated employees as defined in the IRC. The Plan is required to take appropriate
actions and make corrective distribution of excess contributions or make additional contributions
to the accounts of non-highly compensated employees if IRC requirements are not met. As of
December 31, 2009 and December 31, 2008, no action was required.
9. Non-Exempt Transactions
There were no non-exempt transactions during the Plan year ended December 31, 2009 and December
31, 2008.
10. Supplemental Information
During the period from January 1, 2008 to December 31, 2009, the Plan had no lease commitments,
obligations or leases in default, as defined by ERISA.
- 11 -
11. Legal Proceedings
In October 2006, a putative class action litigation was filed in the United States District Court
for the Southern District of New York by a former employee against Monster Worldwide and a number
of its current and former officers and directors. The complaint, as amended in February 2007, was
purportedly brought on behalf of all participants in the Plan. On December 14, 2007, the Court
granted the defendants motions to dismiss. On February 15, 2008, plaintiffs filed a second
amended complaint (SAC) alleging that the defendants breached their fiduciary obligations to
Plan participants under Sections 404, 405, 409 and 502 of ERISA by allowing Plan participants to
purchase and to hold and maintain Monster Worldwide stock in their Plan accounts without
disclosing to those Plan participants the historical stock option practices of Monster Worldwide.
The SAC seeks, among other relief, equitable restitution, attorneys fees and an order enjoining
defendants from violations of ERISA. On July 8, 2008, the Court denied defendants motions to
dismiss the SAC. A settlement was reached between the parties in which the matter would be
resolved, subject to Court approval, for $4.25 million, the vast majority of which would be paid
by the Plans insurance carrier and an individual defendant. In February 2010, the Court granted
final approval to the settlement and dismissed the action with prejudice.
12. Reconciliation to Form 5500
As required by accounting principles generally accepted in the United States of America, the
Statement of Net Assets Available for Benefits presents the common/collective trust at fair value
and an adjustment to reflect the common/collective trust at contract value. However, the common/collective trust is recorded at fair value on the Form 5500.
The following is a reconciliation of the Plans net assets per the financial statements to the
Plans net assets per the form 5500:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net assets available for benefits, per the financial statements |
|
$ |
121,345,726 |
|
|
$ |
85,417,064 |
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
|
81,218 |
|
|
|
(525,563 |
) |
|
|
|
|
|
|
|
Net assets available for benefits, per Form 5500 |
|
$ |
121,426,944 |
|
|
$ |
84,891,501 |
|
|
|
|
|
|
|
|
The following is a reconciliation of the net increase (decrease) in net assets available for
benefits per the financial statements to the Form 5500 for the year ended December 31, 2009 and
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net increase (decrease) in net assets, per the financial statements |
|
$ |
35,928,662 |
|
|
$ |
(34,035,323 |
) |
Reversal of prior year adjustment from contract value to fair value for fully benefit-responsive
investment contracts |
|
|
525,563 |
|
|
|
|
|
Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts |
|
|
81,218 |
|
|
|
(525,563 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in net assets, per Form 5500 |
|
$ |
36,535,443 |
|
|
$ |
(34,560,886 |
) |
|
|
|
|
|
|
|
- 12 -
MONSTER WORLDWIDE, INC.
401(k) SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
EIN: 13-3906555 Plan No. 002
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
Description of investment including maturity date, rate of |
|
|
|
|
|
|
Identity of issuer, borrower, lessor or similar party |
|
interest, collateral, par or maturity value |
|
Cost ** |
|
|
Current value |
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Century Inflation Adjusted Bond Fund |
|
Registered investment company. There is no maturity date, rate of interest, collateral, par or maturity value. |
|
$ |
|
|
|
$ |
3,086,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Baron Small Cap |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
2,830,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Value & Restructuring |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
9,679,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Sachs High Yield Institutional Shares |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
1,644,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Grth Fund of Amer |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
9,275,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JP Morgan Diversified Mid Cap Growth |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
3,302,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laudus International MarketMasters Fund |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
12,451,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oakmark Equity Income Fund |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
15,881,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oppenheimer Developing Markets A |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
6,885,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perkins Mid Cap Value Inv |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
9,541,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIMCO Total Return Fund |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
8,144,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royce Total Return Investment Fund |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
2,435,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Schwab S&P 500 Investor SHS |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
11,463,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard REIT Index Investor SHS |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
402,434 |
|
|
|
|
|
rate of interest, collateral, par or maturity value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Avenue Real Estate Value |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value |
|
|
|
|
|
|
1,752,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common/collective trusts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Schwab Stable Value Fund |
|
Registered investment company. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
|
|
|
|
11,851,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Monster Worldwide, Inc. Equity Unit Fund |
|
Unitized stock fund. There is no maturity date, |
|
|
|
|
|
|
|
|
|
|
|
|
rate of interest, collateral, par or maturity value. |
|
|
10,869,433 |
|
|
|
8,067,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant Loans |
|
Generally 5 years, at the prevailing interest rate as |
|
|
|
|
|
|
|
|
|
|
|
|
determined by the Plans Administrator, collateralized by |
|
|
|
|
|
|
|
|
|
|
|
|
participants account balance. Interest rate ranges from |
|
|
|
|
|
|
|
|
|
|
|
|
3.25% to 8.25%. |
|
|
|
|
|
|
2,068,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Choice Retirement Accounts |
|
Participant directed investment account. There is no |
|
|
|
|
|
|
|
|
|
|
|
|
maturity date, rate of interest, collateral, par or |
|
|
|
|
|
|
|
|
|
|
|
|
maturity value. |
|
|
|
|
|
|
661,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
$ |
121,428,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
A party-in-interest as defined by ERISA. |
|
** |
|
The cost of participant-directed investments is not required to be disclosed. |
- 13 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Monster Worldwide, Inc.
401(k) Savings Plan Committee has duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
|
|
|
|
|
|
MONSTER WORLDWIDE, INC. 401(k) SAVINGS PLAN
|
|
|
By: |
/s/ VICTORIA FORTMAN
|
|
|
|
Victoria Fortman |
|
|
|
Chair, Monster Worldwide, Inc. 401(k) Savings Plan Committee |
|
- 14 -
EXHIBIT INDEX
|
|
|
|
|
Exhibit Index |
|
|
No. |
|
Description |
|
|
23.1 |
|
|
Consent of Independent Registered Public Accounting Firm |
- 15 -