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TMCNet:  MONSTER WORLDWIDE, INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

[February 10, 2014]

MONSTER WORLDWIDE, INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Edgar Glimpses Via Acquire Media NewsEdge) We make forward-looking statements in this report and in other reports and proxy statements that we file with the 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; risks associated with cuts in government spending; risks relating to our foreign operations; risks relating to the European debt crisis and market perceptions concerning the instability of the euro; 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; the risk that acquisitions or partnerships may not achieve the expected benefits to us; our ability to attract and retain talented employees, including senior management; potential write-downs if our goodwill or amortizable intangible assets become impaired; adverse determinations by domestic and/or international taxation authorities related to our estimated tax liabilities; effects of anti-takeover provisions in our organizational documents that could inhibit the acquisition of Monster Worldwide by others; volatility in our stock price; risks associated with government regulation; the outcome of litigation we may become involved in from time to time; and other risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, "Item 1A. Risk Factors" of this report.


OVERVIEW Business Monster Worldwide is the global leader in successfully connecting job opportunities and people. Monster uses the world's most advanced technology to help people Find Better®, matching people to job opportunities via digital, social and mobile solutions including monster.com®, our flagship website, and employers to the best talent using our vast array of products and services. As an Internet pioneer, more than 200 million people have registered on the Monster Worldwide network, with over 1 million new members registering each month.

Today, with a local presence in more than 40 countries, we provide the broadest, most sophisticated job seeking, career management, recruitment and talent management capabilities globally, with the widest range of job opportunities across the employment spectrum as well as the most diverse talent to fill those positions. We offer our unique 6Sense® search technology to allow job seekers and employers to quickly find a precise match. Increasingly important, our Career Ad Network®, which is a recruitment-focused online advertising network, reaches, on average, over 110 million Internet users globally each month. Our services and solutions include: searchable job advertisements; resume database access; professional networking; recruitment media solutions through our advertising network and partnerships; and other career-related content. Job seekers can search our job advertisements and post their resumes for free on each of our career websites and mobile applications. Employers pay to: advertise available jobs and recruitment related services; search our resume database; and access other career-related services.

We operate in an industry and in markets that are continually evolving with the entrance of new competitors and the changing needs of seekers and employers. The Company adjusts its product offerings and makes new investments in its technology platform in order to meet the challenges presented by the market evolution. Our patented 6Sense semantic search and matching technology is the backbone of a growing family of products for both job seekers and employers. Our innovative and proprietary semantic resume search product, Power Resume Search® ("PRS") is available to customers in North America, Germany, the United Kingdom, France and the Netherlands. Our 6Sense technology transforms traditional keyword-based processes by assisting our customers in matching candidates to their required job specifications. For seekers, our 6Sense powered job search has changed how they explore, find and apply for jobs. We introduced our cloud-based search product SeeMore® in the third quarter of 2011, which allows our customers to utilize our patented semantic search technology on their own talent databases. Our Career Ad Network ("CAN") is a recruitment-focused online advertising network that distributes our customers' job advertisements across a broad array of targeted websites and is an effective way of expanding our customers' pool of active and passive seekers. On a global basis, nearly 20% of Monster's business is derived from our advanced and proprietary product offerings, including PRS, SeeMore and CAN, which continue to outperform our more traditional offerings.

18 -------------------------------------------------------------------------------- Table of Contents We operate a government solutions business, Monster Government Solutions ("MGS"), which sells software solutions to federal, state and local governments and educational institutions within the United States. In 2012, we expanded our MGS business to Europe and signed the largest international transaction in the Company's history with the United Kingdom Government for over $20 million. MGS provides recruitment solutions that engage seekers and employers online, enable MGS customers to attract qualified candidates, expedite time to hire and create online communities using innovative technologies and services. These services primarily include customized career sites hosted by MGS utilizing a "Software as a Service" ("SaaS") model. Additionally, we offer our customers applicant tracking services, diversity offerings and other ancillary services either directly or through alliances to meet the changing needs of our customers.

Our Internet Advertising & Fees business operates 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 monetize this web traffic through display advertising and lead generation. We believe that these properties appeal to advertisers and other third parties as they deliver certain discrete demographics entirely online.

Recent Developments In the fourth quarter of 2013, the Company sold a 49.99% interest in JobKorea Ltd. ("JobKorea"), its wholly owned subsidiary located in South Korea, to H&Q Korea for an aggregate purchase price of $90.0 million. H&Q Korea, an affiliate of H&Q Asia Pacific, a leading Asian private equity firm, is a pioneer in the development of Korea's private equity industry, and one of the top private equity managers in the country. The Company will retain a controlling interest in JobKorea and will leverage H&Q Korea's expertise and extensive Asia Pacific regional network to enhance and grow this profitable business. The net proceeds related to the sale were $86.5 million after taxes and transaction costs.

Additionally, in the fourth quarter of 2013, the Company entered into an agreement with Alma Media Corporation ("Alma Media"), a leading media company focusing on digital services and publishing, to expand our relationship beyond the existing joint venture company located in Finland. The transaction closed in the first quarter of 2014. Under the new agreement, Monster and Alma Media each contributed several additional entities and businesses in the Eastern European and Baltics region, with Monster contributing its wholly owned subsidiaries located in the Czech Republic, Poland and Hungary. Monster has an equity ownership of 15% of the new, larger joint venture with the opportunity to increase ownership up to 20%. Combining these assets creates the online career services leader in the region.

Restructuring Programs and Discontinued Operations January 2012 Restructuring On January 24, 2012, the Company committed to a plan to take a series of strategic restructuring actions. The Company's decision to adopt the strategic restructuring actions resulted from the Company's desire to provide the Company with more flexibility to invest in marketing and sales activities in order to improve its long-term growth prospects and profitability. In connection with this program, the Company notified approximately 325 associates, and approximately 60 associates voluntarily left the Company, reducing the Company's workforce by approximately 385 associates. The restructuring actions also included the consolidation of certain office facilities and the impairment of certain fixed assets.

The Company incurred $26.2 million of expenses associated with this restructuring since the program's inception, all of which was recognized in the year ended December 31, 2012. We completed all of the initiatives associated with this restructuring in the first quarter of 2013, and the Company will not incur any new charges in the future relating to this program.

November 2012 Restructuring On November 8, 2012, the Company announced actions designed to concentrate resources on core businesses within North America and key European and Asian markets with increased spending in marketing and sales. The actions subsequently included (i) the sale of the Careers-China business, (ii) the exiting of business operations in Latin America and Turkey and (iii) a strategic restructuring inclusive of a reduction in force, office consolidations and impairment of certain assets. Please see Discontinued Operations below.

Through December 31, 2013, the Company has notified approximately 400 associates in North America and Europe (excluding discontinued operations) and has incurred $34.7 million of charges, $14.7 million of which was recorded in the fourth quarter of 2012. The Company does not expect to incur significant additional charges in future periods relating to this program.

19-------------------------------------------------------------------------------- Table of Contents Discontinued Operations During the third quarter of 2012, as part of the Company's review of strategic alternatives, the Company made the decision to sell its Careers-China business.

The sale of the Careers-China business to Saongroup, Ltd. ("Saongroup") was completed on February 5, 2013. The Company received a 10% minority interest in the combined Chinese business of Saongroup. The Company's 10% minority interest does not provide the Company with representation on the board of directors, the Company is not entitled to any dividend or other forms of cash returns and the Company is not required to make any capital contributions in the future. The Company will carry the 10% interest as a cost basis investment with an estimated fair value of zero which is based on available information. Prior to the close of the sale of Careers-China, the Company incurred charges relating to severance benefits associated with terminated employees, retention benefits for employees who will remain with the combined operations and certain lease obligation costs.

The Company recorded a loss from discontinued operations related to Careers-China, net of tax, of $1.7 million in the year ended December 31, 2013.

The Company does not expect to incur significant additional charges in future periods relating to Careers-China.

During the fourth quarter of 2012, the Company made the strategic decision to discontinue operations in Latin America and Turkey. All of the Latin America and Turkey business operations were discontinued on or before December 31, 2012. The Company incurred approximately $8.0 million of costs associated with the shutdown of these businesses in the fourth quarter of 2012. For the year ended December 31, 2013, the Company recorded additional costs, net of tax, of $2.1 million. The Company does not expect to incur significant additional charges in future periods relating to Latin America or Turkey.

Operating results for Careers-China, Latin America and Turkey, which had previously been included in the Careers-International segment in the Company's Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented. Please see Note 6-Discontinued Operations in Notes to the Consolidated Financial Statements in Part II of this Form 10-K.

Constant Currency Presentation Revenue from our international operations has historically represented, and we expect will continue to represent, a significant portion of our business. As a result, our revenue growth has been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For 2013, we have elected not to use a constant currency presentation because for the current period comparisons, foreign currency fluctuations were not material to the comparability of our results of operations. In 2012, in order to provide a framework for assessing how our consolidated and Careers-International operating results performed excluding the impact of foreign currency fluctuations, we additionally presented the year-over-year percentage change in revenue performance on a constant currency basis, which would assume no changes in the exchange rate from the prior-year period.

20-------------------------------------------------------------------------------- Table of Contents RESULTS OF OPERATIONS Consolidated operating results as a percent of revenue, excluding discontinued operations, for the years ended December 31, 2013, 2012 and 2011 are as follows: Year ended December 31, 2013 2012 2011 Revenue 100.0 % 100.0 % 100.0 % Salaries and related 47.0 % 45.9 % 48.3 % Office and general 25.4 % 25.4 % 22.6 % Marketing and promotion 21.0 % 21.2 % 19.1 % Restructuring and other special charges 2.5 % 4.5 % 0.5 % Recovery of restitution award from former executive 0.0 % (0.6 %) 0.0 % Total operating expenses 95.9 % 96.4 % 90.6 % Operating income 4.1 % 3.6 % 9.4 % Interest and other, net (0.7 %) (0.7 %) (0.3 %) Income before income taxes and loss in equity interests 3.4 % 3.0 % 9.1 % (Provision for) benefit from income taxes (2.8 %) 3.7 % (2.4 %) Loss in equity interests, net (0.1 %) (0.1 %) (0.1 %) Income from continuing operations 0.4 % 6.5 % 6.6 % The following presentation of our segment results is prepared based on the criteria we use when evaluating the performance of our business units.

The Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012 Consolidated Revenue, Operating Expenses and Operating Income Consolidated revenue, operating expenses and operating income for the years ended December 31, 2013 and 2012 are as follows (excluding discontinued operations) (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2013 Revenue 2012 Revenue (Decrease) (Decrease) Revenue $ 807,579 100.0 % $ 890,392 100.0 % $ (82,813 ) (9.3 %) Salaries and related 379,406 47.0 % 408,305 45.9 % (28,899 ) (7.1 %) Office and general 205,397 25.4 % 226,601 25.4 % (21,204 ) (9.4 %) Marketing and promotion 169,590 21.0 % 188,326 21.2 % (18,736 ) (9.9 %) Restructuring and other special charges 19,995 2.5 % 40,358 4.5 % (20,363 ) (50.5 %) Recovery of restitution award from former executive - 0.0 % (5,350 ) (0.6 %) 5,350 100.0 % Total operating expenses 774,388 95.9 % 858,240 96.4 % (83,852 ) (9.8 %) Operating income $ 33,191 4.1 % $ 32,152 3.6 % $ 1,039 3.2 % Our consolidated revenue decreased by $82.8 million (9.3%) in 2013 compared to 2012. This decrease resulted primarily from our Careers-International segment with a $62.5 million (17.8%) reduction in revenue. The economic environment in Europe and Asia continued to be challenging in 2013 although we did see customer demand stabilize in certain countries in the fourth quarter, including Germany, the United Kingdom, Sweden and France. Although our Careers-North America segment experienced a $16.7 million (3.6%) decrease in revenue, the stability we saw in North America in the third quarter of 2013 continued in the fourth quarter of 2013 as customer sentiment and demand for our product offerings continues to improve. The Company's recent restructuring will allow us to concentrate our resources on our largest and most profitable core markets.

Salaries and related expenses decreased $28.9 million (7.1%) in 2013 compared 2012. This decrease in salaries and related expenses resulted primarily from decreased regular salary costs as a result of our restructuring programs and decreased variable compensation costs for the Company's sales force.

Office and general expenses decreased $21.2 million (9.4%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from decreased travel expenses, professional fees and occupancy costs.

21-------------------------------------------------------------------------------- Table of Contents Marketing and promotion expenses decreased $18.7 million (9.9%) in 2013 compared to 2012. Beginning in 2012, the Company evolved its marketing approach to efficiently drive improved site traffic which resulted in Monster emerging as the leader in U.S. traffic in the Career Services and Development category for the majority of 2012 and 2013.

For the year ended December 31, 2013, we incurred $20.0 million of restructuring and other special charges, comprised mainly of severance costs, facility charges, and impairment of certain assets as a result of our restructuring program which was announced in November 2012.

In the first quarter of 2012, the Company recorded $5.4 million from the United States Department of Justice ("DOJ") for partial restitution of damages caused to the Company in connection with the Company's historical stock option granting practices of which the Company's former Chief Operating Officer had been convicted of securities fraud in May 2009. This amount had been previously remitted to the DOJ by the Company's former Chief Operating Officer as a civil forfeiture to the United States Federal Government.

Careers-China, Latin America and Turkey, which had previously been included in the Company's Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented. Please see Note 6 -Discontinued Operations in Notes to the Consolidated Financial Statements in Part II of this Form 10-K.

Our consolidated operating income, excluding discontinued operations, was $33.2 million in 2013, compared to an operating income of $32.2 million in 2012, as a result of the factors discussed above.

Careers-North America The operating results of our Careers-North America segment for the years ended December 31, 2013 and 2012 are as follows (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2013 Revenue 2012 Revenue (Decrease) (Decrease) Revenue $ 446,274 100.0 % $ 462,962 100.0 % $ (16,688 ) (3.6 %) Salaries and related 179,176 40.1 % 184,336 39.8 % (5,160 ) (2.8 %) Office and general 97,791 21.9 % 103,206 22.3 % (5,415 ) (5.2 %) Marketing and promotion 94,761 21.2 % 111,764 24.1 % (17,003 ) (15.2 %) Restructuring and other special charges 9,537 2.1 % 20,970 4.5 % (11,433 ) (54.5 %) Total operating expenses 381,265 85.4 % 420,276 90.8 % (39,011 ) (9.3 %) Operating income $ 65,009 14.6 % $ 42,686 9.2 % $ 22,323 52.3 % Our Careers-North America segment revenue experienced a $16.7 million (3.6%) decrease due to a reduction of revenue from our field sales customers, which was partially offset by increased business activity from our e-Commerce and government sectors. The stability we saw in North America in the third quarter of 2013 continued in the fourth quarter of 2013 as customer sentiment and demand for our product offerings continues to improve. Further, the growth in the e-Commerce sector is encouraging as this channel is often an early indicator of future activity.

Salaries and related expenses decreased $5.2 million (2.8%) in 2013 compared to 2012. This decrease in salaries and related expenses resulted primarily from $4.7 million of decreased regular salary and other headcount related costs as a result of our restructuring programs.

Office and general expenses decreased $5.4 million (5.2%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from decreased travel expenses of $2.8 million, decreased occupancy costs of $1.0 million resulting from our restructuring programs and decreased amortization expense of $3.0 million resulting from the amortization period of certain intangible assets associated with a previous acquisition ending during the third quarter of 2013. These reductions were partially offset by increased consulting fees of $2.0 million related to our government business.

Marketing and promotion expenses decreased $17.0 million (15.2%) in 2013 compared to 2012. Beginning in 2012, the Company evolved its marketing approach to efficiently drive improved site traffic which resulted in Monster emerging as the leader in U.S. traffic in the Career Services and Development category for the majority of 2012 and 2013.

22-------------------------------------------------------------------------------- Table of Contents The Company incurred $9.5 million of restructuring and other special charges in 2013, comprised primarily of costs associated with severance, exiting office facilities and other asset write downs.

Our Careers-North America operating income was $65.0 million in 2013, compared to operating income of $42.7 million in 2012, as a result of the factors described above.

Careers-International The operating results of our Careers-International segment for the years ended December 31, 2013 and 2012 are as follows (excluding discontinued operations) (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2013 Revenue 2012 Revenue (Decrease) (Decrease) Revenue $ 288,623 100.0 % $ 351,130 100.0 % $ (62,507 ) (17.8 %) Salaries and related 151,371 52.4 % 163,716 46.6 % (12,345 ) (7.5 %) Office and general 80,878 28.0 % 90,785 25.9 % (9,907 ) (10.9 %) Marketing and promotion 67,104 23.2 % 67,563 19.2 % (459 ) (0.7 %) Restructuring and other special charges 7,866 2.7 % 15,990 4.6 % (8,124 ) (50.8 %) Total operating expenses 307,219 106.4 % 338,054 96.3 % (30,835 ) (9.1 %) Operating (loss) income $ (18,596 ) (6.4 %) $ 13,076 3.7 % $ (31,672 ) (242.2 %) Our Careers-International segment revenue decreased $62.5 million (17.8%) in 2013 compared to 2012. The reduction in our Careers-International segment was primarily driven by decreases within Europe where revenue decreased 20.0% compared to 2012, principally in Germany, France, UK, Netherlands and Sweden.

Our key Asian markets, Korea and India, also continue to be impacted by global economic uncertainty with revenue declines of 10.5% compared to 2012. The economic environment in Europe and Asia continued to be challenging in 2013 although we did see customer demand stabilize in certain countries in the fourth quarter, including Germany, the United Kingdom, Sweden and France.

Salaries and related expenses decreased $12.3 million (7.5%) in 2013 compared to 2012. This decrease in salaries and related expenses resulted primarily from $9.0 million in decreased regular salary and other headcount related costs due to our restructuring programs and $2.2 million of decreased variable compensation costs for the Company's sales force.

Office and general expenses decreased $9.9 million (10.9%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from $6.5 million of decreased professional fees in the UK related to our government services, decreased travel expenses of $3.5 million, partially offset by increased depreciation expense of $0.7 million primarily related to capital expenditures made in 2012 associated with our UK government business.

Marketing and promotion decreased $0.5 million (0.7%) in 2013 compared to 2012.

The Company continues to focus on targeted investments in key markets in Europe and Asia to drive site traffic and improve brand awareness.

In 2013, we incurred $7.9 million of restructuring and other special charges comprised mainly of severance costs as a result of our restructuring program announced in November 2012.

Our Careers-International operating loss was $18.6 million in 2013, compared to operating income of $13.1 million in 2012, as a result of the factors discussed above.

23 -------------------------------------------------------------------------------- Table of Contents Internet Advertising & Fees The operating results of our Internet Advertising & Fees segment for the years ended December 31, 2013 and 2012 are as follows (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2013 Revenue 2012 Revenue (Decrease) (Decrease) Revenue $ 72,682 100.0 % $ 76,300 100.0 % $ (3,618 ) (4.7 %) Salaries and related 26,590 36.6 % 31,926 41.8 % (5,336 ) (16.7 %) Office and general 13,666 18.8 % 16,981 22.3 % (3,315 ) (19.5 %) Marketing and promotion 7,593 10.4 % 7,549 9.9 % 44 0.6 % Restructuring and other special charges 341 0.5 % 2,123 2.8 % (1,782 ) (83.9 %) Total operating expenses 48,190 66.3 % 58,579 76.8 % (10,389 ) (17.7 %) Operating income $ 24,492 33.7 % $ 17,721 23.2 % $ 6,771 38.2 % Revenue in our Internet Advertising & Fees segment decreased $3.6 million (4.7%) in 2013 compared to 2012. This decrease resulted primarily from the Company focusing on higher margin lead generation and display advertising business activities as demonstrated by our operating margins in 2013.

Salaries and related expenses decreased $5.3 million (16.7%) in 2013 compared to 2012. This decrease in salaries and related expenses resulted primarily from $4.3 million in decreased regular salary and other headcount related costs due to our restructuring programs and decreased variable compensation costs for the Company's sales force of $0.9 million.

Office and general expenses decreased $3.3 million (19.5%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from an across the board expense reduction associated with our restructuring programs.

Our Internet Advertising & Fees operating income was $24.5 million in 2013, compared to operating income of $17.7 million in 2012, as a result of the factors discussed above.

Interest and Other, net Interest and other, net, for the year ended December 31, 2013 and 2012 resulted in an expense of $5.8 million and $5.9 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 and foreign currency gains or losses.

Income Taxes Income taxes for the years ended December 31, 2013 and 2012 are as follows (dollars in thousands): The year ended December 31, Change in Percentage 2013 2012 Dollars Change Income before income taxes and loss in equity interests $ 27,421 $ 26,269 $ 1,152 4.4 % Provision for (benefit from) income taxes $ 23,004 $ (32,978 ) $ 55,982 (169.8 %) Effective tax rate 84.0 % na The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates globally with operations in the United States and various tax jurisdictions outside of the United States.

Accordingly our tax rate is a composite rate, reflecting the earnings and losses in the various tax jurisdictions and the applicable rates. The federal tax rate in the United States is 35% and tax rates in foreign countries in which we do business vary from approximately 17% to 35%.

24-------------------------------------------------------------------------------- Table of Contents Our effective tax rates differ from the statutory rate due to the impact of state and local income taxes, certain nondeductible expenses, foreign earnings taxed at different tax rates, valuation allowances, the accrual of interest on tax liabilities and in 2013, the sale of a noncontrolling interest in our South Korean subsidiary, as described below. Our business has experienced a shift in the relative proportion of revenue and profitability to the United States and, during 2013, the Company has incurred losses in certain international markets, particularly Europe. Because international corporate income tax rates are generally significantly lower than the U.S. our effective tax rate is higher relative to the statutory rate of 35%. Primarily as a result of weakness in certain international markets the Company has recorded valuation allowances on certain deferred tax assets for operating losses and foreign tax credit carryovers. The tax provision was increased by approximately $5.2 million in 2013 due to valuation allowances in the year ended December 31, 2013.

Our future effective tax rates could be adversely affected by earnings being lower in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets, or changes in tax laws or interpretations thereof.

We may engage in internal restructurings or reorganizations in the future. We consider many factors when evaluating these transactions. These transactions may adversely impact our overall tax rate and result in additional cash tax payments. Our future tax rates may be adversely impacted if the Company has insufficient accumulated realized excess tax benefits from vested stock-based compensation such that future tax deficiencies caused by awards vesting at prices below the original grant price are charged to the income tax provision.

Excess accumulated benefits recorded in stockholders' equity at December 31, 2013 amount to $2.0 million and may become exhausted in the future.

In December 2013, the Company sold a 49.99% interest in JobKorea Ltd., its wholly owned subsidiary in South Korea, to H&Q Korea for an aggregate purchase price of $90.0 million. The transaction, which is accounted for as a sale of a noncontrolling interest resulted in a sale for tax purposes. A tax provision of $30.9 million was recorded as a result of the transaction of which $12.7 million was charged to stockholder's equity and $18.1 million was charged to the continuing operations tax provision.

Our filed tax returns are subject to examination by the United States Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. During 2013, the Company recognized previously unrecognized tax positions of $13.0 million which on a net of tax basis favorably impacted the effective rate by $12.4 million as a result of settlements of tax examinations and lapses of statutes of limitations. The Company also reversed accrued interest on unrecognized tax positions of $3.2 million, which favorably impacted the effective rate by $2.0 million. The tax matters reversed relate primarily to characterization of certain intercompany loans for tax purposes and allocation of income among jurisdictions.

Loss in Equity Interests, Net Loss in equity interests, net, for year ended December 31, 2013 and 2012 was $0.9 million and $1.1 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. This decreased loss in 2013 primarily related to our Australian equity investment, which recorded a decreased loss from operations in 2013.

Net income attributable to noncontrolling interest In December 2013, the Company sold a 49.99% interest in JobKorea Ltd., its wholly owned subsidiary in South Korea, to H&Q Korea for an aggregate purchase price of $90.0 million. Based on the terms of the agreement, since the Company will maintain a controlling interest in the subsidiary, the Company will continue to consolidate the results of JobKorea Ltd. in its consolidated financial statements. The noncontrolling interest's share of income from continuing operations and net loss was $0.2 million for the year ended December 31, 2013.

Loss from discontinued operations, net of tax For the year ended December 31, 2013 and 2012, the Company reported a loss from discontinued operations, net of tax, of $3.8 million and $316.9 million respectively. Included in the results from discontinued operations are the results of our operations for Careers-China, Latin America and Turkey.

Net loss attributable to Monster Worldwide, Inc.

As a result of the factors discussed above, our consolidated net loss was $0.3 million in 2013, compared to a net loss of $258.7 million in 2012. Net loss attributable to Monster Worldwide, Inc. was $0.5 million as of December 31, 2013.

25 -------------------------------------------------------------------------------- Table of Contents Diluted Earnings (Loss) Per Share Attributable to Monster Worldwide, Inc.

Diluted earnings per share attributable to Monster Worldwide, Inc. in 2013 was $0.00 compared to diluted loss per share attributable to Monster Worldwide, Inc.

of $2.27 in 2012. Diluted weighted average shares outstanding for the year ended December 31, 2013 and 2012 was 107.9 million shares and 114.0 million shares, respectively. During the year ended December 31, 2013, the Company repurchased 20.6 million shares as part of its previously announced share repurchase program.

The Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011 Consolidated Revenue, Operating Expenses and Operating Income Consolidated revenue, operating expenses and operating income for the years ended December 31, 2012 and 2011 are as follows (excluding the results of operations for discontinued operations) (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2012 Revenue 2011 Revenue (Decrease) (Decrease) Revenue $ 890,392 100.0 % $ 993,644 100.0 % $ (103,252 ) (10.4 %) Salaries and related 408,305 45.9 % 480,398 48.3 % (72,093 ) (15.0 %) Office and general 226,601 25.4 % 224,914 22.6 % 1,687 0.8 % Marketing and promotion 188,326 21.2 % 189,850 19.1 % (1,524 ) (0.8 %) Restructuring and other special charges 40,358 4.5 % 4,715 0.5 % 35,643 755.9 % Recovery of restitution award from former executive (5,350 ) (0.6 %) - 0.0 % (5,350 ) (100.0 %) Total operating expenses 858,240 96.4 % 899,877 90.6 % (41,637 ) (4.6 %) Operating income $ 32,152 3.6 % $ 93,767 9.4 % $ (61,615 ) (65.7 %) Our consolidated revenue decreased by $103.3 million (10.4%; 8% in constant currency) in 2012 compared to 2011. Our Internet Advertising & Fees revenue decreased $33.6 million (30.6%) for the same period. This decrease was primarily attributable to the Company, as of the beginning of the third quarter of 2011, no longer engaging in arbitrage lead generation activities due to the lack of profitability in such business and in light of new regulations. Excluding the arbitrage lead generation activities in 2011, our consolidated revenue decreased 8.3% (6.0% in constant currency). Our Careers-International segment decreased $47.3 million (11.9%; 6.1% in constant currency), primarily due to decreases within most countries in Europe and in Korea partially offset by an increase in India. Our Careers-North America segment experienced a $22.4 million (4.6%) decrease mainly due to decreased revenue from our enterprise and e-Commerce customers, partially offset by increased business activity from our newspaper and staffing sectors.

Salary and related expenses decreased $72.1 million (15.0%), in 2012 compared to 2011, which includes $10.5 million of favorable foreign exchange. This decrease in salaries and related expenses resulted primarily from decreased regular salary costs as a result of our restructuring programs as well as no longer engaging in arbitrage lead generation activities, decreased stock-based compensation, decreased associate incentive programs as well as decreased variable compensation costs for the Company's sales force.

Office and general expenses decreased $1.7 million (0.8%), in 2012 compared to 2011, which includes $3.6 million of favorable foreign exchange impact. This decrease in office and general expenses resulted primarily from decreased occupancy costs in 2012 relating to charges recorded in the first quarter of 2011 for changes in estimated sublease assumptions for previously exited facilities, partially offset by increased professional fees in the UK related to our government services sector as well as fees associated with the Company's plan to evaluate strategic alternatives.

Marketing and promotion expenses decreased $1.5 million (0.8%) in 2012 compared to 2011, which includes $4.4 million of favorable foreign exchange impact. The relatively flat spending in 2012 compared to 2011 was related to a decrease in marketing and promotion expenses in 2012 in our Internet Advertising & Fees segment resulting from the Company no longer engaging in arbitrage lead generation activities offset by increased investment in the United States and International to drive seeker traffic.

In the first quarter of 2012, the Company recorded $5.4 million from the United States Department of Justice ("DOJ") for partial restitution of damages caused to the Company in connection with the Company's historical stock option granting practices of which the Company's former Chief Operating Officer had been convicted of securities fraud in May 2009. This amount had been previously remitted to the DOJ by the Company's former Chief Operating Officer as a civil forfeiture to the United States Federal Government.

In 2012, we incurred $40.4 million of restructuring and other special charges, comprised mainly of severance costs, facility charges and the impairment of certain assets as a result of our restructuring program which were announced in January 2012 and November 2012.

26-------------------------------------------------------------------------------- Table of Contents Operating results for Careers-China, Latin America and Turkey, which had previously been included in the Company's Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented.

Please see Note 6-Discontinued Operations in Notes to the Consolidated Financial Statements in Part II of this Form 10-K.

Our consolidated operating income, excluding discontinued operations, was $32.2 million in 2012, compared to an operating income of $93.8 million in 2011, as a result of the factors discussed above.

Careers-North America The operating results of our Careers-North America segment for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2012 Revenue 2011 Revenue (Decrease) (Decrease) Revenue $ 462,962 100.0 % $ 485,356 100.0 % $ (22,394 ) (4.6 %) Salaries and related 184,336 39.8 % 212,440 43.8 % (28,104 ) (13.2 %) Office and general 103,206 22.3 % 99,361 20.5 % 3,845 3.9 % Marketing and promotion 111,764 24.1 % 98,474 20.3 % 13,290 13.5 % Restructuring and other special charges 20,970 4.5 % 450 0.1 % 20,520 4560.0 % Total operating expenses 420,276 90.8 % 410,725 84.6 % 9,551 2.3 % Operating income $ 42,686 9.2 % $ 74,631 15.4 % $ (31,945 ) (42.8 %) Revenue in our Careers-North America segment experienced a $22.4 million (4.6%) decrease due to a reduction of revenue from our enterprise and e-Commerce customers, partially offset by increased business activity from our newspaper and staffing sectors.

Salary and related expenses decreased $28.1 million (13.2%) in 2012 compared to 2011. This decrease in salaries and related expenses resulted primarily from $11.5 million of decreased regular salary costs as a result of our restructuring programs, $9.6 million of decreased variable compensation costs, $5.9 million of decreased stock-based compensation as well as $2.2 million of decreased associate incentive programs.

Office and general expenses increased $3.8 million (3.9%) in 2012 compared to 2011. This increase in office and general expenses resulted primarily from increased travel and related costs related to our 2012 sales conference and evaluation of strategic alternatives.

Marketing and promotion expenses increased $13.3 million (13.5%) in 2012 compared to 2011. This increase in marketing and promotion expenses resulted primarily from our focus and investment in increasing seeker traffic in the United States. According to comScore Media Metrix, the increased marketing investment allowed Monster to hold the leading traffic position in the United States in the Career Services and Development category throughout the majority of 2012 and ended the year with over 21 million monthly unique visitors.

We incurred $21.0 million of restructuring and other special charges in 2012 comprised primarily of severance.

Our Careers-North America operating income was $42.7 million in 2012, compared to operating income of $74.6 million in 2011, as a result of the factors described above.

27 -------------------------------------------------------------------------------- Table of Contents Careers-International The operating results of our Careers-International segment for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2012 Revenue 2011 Revenue (Decrease) (Decrease) Revenue $ 351,130 100.0 % $ 398,408 100.0 % $ (47,278 ) (11.9 %) Salaries and related 163,716 46.6 % 188,410 47.3 % (24,694 ) (13.1 %) Office and general 90,785 25.9 % 79,215 19.9 % 11,570 14.6 % Marketing and promotion 67,563 19.2 % 61,304 15.4 % 6,259 10.2 % Restructuring and other special charges 15,990 4.6 % 160 0.0 % 15,830 9893.8 % Total operating expenses 338,054 96.3 % 329,089 82.6 % 8,965 2.7 % Operating (loss) income $ 13,076 3.7 % $ 69,319 17.4 % $ (56,243 ) (81.1 %) Our Careers-International segment revenue experienced a $47.3 million (11.9%, 6.1% in constant currency) decrease, which includes $22.9 million of unfavorable foreign exchange impact, with decreases in most of our international operations as we continued to see significant weakness in Europe.

Salary and related expenses decreased $24.7 million (13.1%, 7.9% in constant currency) in 2012 compared to 2011, which includes $9.7 million of favorable foreign exchange impact. This decrease in salaries and related expenses resulted primarily from $10.7 million of decreased regular salary costs as a result of our restructuring programs, $5.6 million of decreased stock-based compensation, $3.1 million of decreased costs relating to associate incentive programs as well as $3.1 million of decreased variable compensation costs for the Company's sales force.

Office and general expenses increased $11.6 million (14.6%, 18.4% in constant currency) in 2012 compared to 2011, which includes $3.0 million of favorable foreign exchange impact. This increase in office and general expenses resulted primarily from increased professional fees in the UK related to our government services.

Marketing and promotion expenses increased $6.3 million (10.2%, 17.2% in constant currency) in 2012 compared to 2011, which includes $4.3 million of favorable foreign exchange impact. This increase in marketing and promotion expenses resulted primarily from our focus on brand awareness in Europe and Asia, primarily in the first half of 2012.

We incurred $16.0 million of restructuring and other special charges in 2012 which is primarily comprised of severance costs.

Our Careers-International operating income, excluding discontinued operations, was $13.1 million in 2012, compared to an operating income of $69.3 million in 2011, as a result of the factors discussed above.

Internet Advertising & Fees The operating results of our Internet Advertising & Fees segment for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands): The year ended December 31, % of % of Increase % Increase 2012 Revenue 2011 Revenue (Decrease) (Decrease) Revenue $ 76,300 100.0 % $ 109,880 100.0 % $ (33,580 ) (30.6 %) Salaries and related 31,926 41.8 % 47,613 43.3 % (15,687 ) (32.9 %) Office and general 16,981 22.3 % 26,317 24.0 % (9,336 ) (35.5 %) Marketing and promotion 7,549 9.9 % 26,631 24.2 % (19,082 ) (71.7 %) Restructuring and other special charges 2,123 2.8 % 4,105 3.7 % (1,982 ) (48.3 %) Total operating expenses 58,579 76.8 % 104,666 95.3 % (46,087 ) (44.0 %) Operating income $ 17,721 23.2 % $ 5,214 4.7 % $ 12,507 239.9 % 28 -------------------------------------------------------------------------------- Table of Contents Revenue in our Internet Advertising & Fees segment decreased $33.6 million (30.6%) in 2012 compared to 2011. This decrease was primarily attributable to the Company, as of the beginning of the third quarter of 2011, no longer engaging in arbitrage lead generation activities due to the lack of profitability in such business and in light of new regulations.

Operating expenses decreased $46.1 million (44.0%) in 2012 compared to 2011.

This decrease in operating expenses resulted primarily from the Company no longer engaging in the arbitrage lead generation business. In 2012, the Company focused on higher margin lead generation and advertising business activities as demonstrated by our operating margins 2012.

Our Internet Advertising & Fees operating income was $17.7 million in 2012 compared to operating income of $5.2 million in 2011, as a result of the factors discussed above.

Interest and Other, net Interest and other, net, for the years ended December 31, 2012 and 2011 resulted in an expense of $5.9 million and $3.0 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 increased expense in interest and other, net, of $2.9 million primarily resulted from gains on auction rate securities during 2011, lower net foreign currency gains in 2012 as well as higher net interest expense in 2012 primarily relating to higher amounts outstanding on our credit facilities.

Income Taxes Income taxes for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands): The year ended December 31, Change in Percentage 2012 2011 Dollars Change Income from continuing operations $ 26,269 $ 90,796 $ (64,527 ) (71.1 %) (Benefit from) provision for income taxes $ (32,978 ) $ 23,504 $ (56,482 ) (240.3 %) Effective tax rate na 26.0 % 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. The federal tax rate in the United States is 35% and tax rates in the foreign countries in which we do business varies from approximately 17% to 36%. The mix of income in high and low tax jurisdictions can vary from year to year. Our future tax rates can be adversely affected if there is more income in countries with higher tax rates or losses in countries with lower tax rates.

Our effective tax rates differ from the statutory rate due to the impact of state and local income taxes, non-deductible expenses, foreign earnings taxed at different tax rates, valuation allowances and the accrual of interest on tax liabilities. The tax benefit recorded for the year ended December 31, 2012 was increased by $19.3 million related to certain tax losses arising from the Company's restructuring.

As a result of effective settlement of tax examinations during 2012, and adjustments to prior accruals for previously unrecognized tax benefits, the Company recognized tax benefits of $32.7 million during 2012 which, on a net of tax basis, impacted the effective rate by $23.1 million. The Company also reversed accrued interest related to unrecognized tax benefits of $9.6 million which, on a net of tax basis, impacted the effective rate by $5.8 million.

During 2011, the Company reversed $6.6 million of accrued tax and accrued interest due to settlement of tax examinations and other adjustments to accrued uncertain tax positions.

Our future effective tax rates could be adversely affected by earnings being lower in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets, or changes in tax laws or interpretations thereof.

The ultimate realization of our deferred tax assets depends primarily on the generation of future income in the requisite tax jurisdictions. Differences between anticipated and actual outcomes could have a material impact on the realization of our deferred tax assets. Our future tax rates may also be adversely impacted if the Company has insufficient accumulated realized excess tax benefits from vested stock-based compensation such that future tax benefit deficiencies caused by awards vesting at prices below the original grant date price are charged to the income tax provision. Excess accumulated tax benefits recorded in equity at December 31, 2012 amount to $1.8 million.

In addition, our filed tax returns are subject to the examination by the United States Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

29-------------------------------------------------------------------------------- Table of Contents The Company conducts business globally and as a result, the Company or one or more subsidiaries is subject to United States federal income taxes and files income tax returns in various states and approximately 37 foreign jurisdictions.

In the normal course of business, the Company is subject to tax examinations by taxing authorities including major jurisdictions such as Germany, United Kingdom, and the United States as well as other countries in Europe and the Asia Pacific region. The Company is generally no longer subject to examinations with respect to returns that have been filed for years prior to 2006 in Germany, 2009 in the United Kingdom, and 2006 in the United States. Tax years are generally considered closed from examinations when the statute of limitations expires. The Company estimates that it is reasonably possible that unrecorded tax benefits may be reduced by as much as $13.0 million in the next twelve months due to expirations of statutes of limitations or settlement of audits. The tax matters relate to allocation of income among jurisdictions and the determination of certain acquired tax loss carryovers.

Loss in Equity Interests, Net Loss in equity interests, net, for the years ended December 31, 2012 and 2011 was $1.1 million and $1.2 million, respectively. The Company's equity investments consist of a 50% equity interest in a company located in Australia and a 25% investment in a company located in Finland. This decreased loss in 2012 primarily related to our Australian equity investment, which recorded a decreased loss from operations in 2012.

Loss from discontinued operations, net of tax For the years ended December 31, 2012 and 2011, the Company reported a loss from discontinued operations, net of tax, of $316.9 million and $12.3 million, respectively. Included in the results from discontinued operations are the results of our operations in Careers-China, Latin America and Turkey.

In the third quarter of 2012, the Company made the decision to sell its Careers-China business and completed the sale on February 5, 2013. Operating results for the Careers-China business, which had previously been included in the Careers-International segment in the Company's Consolidated Statement of Operations for the periods subsequent to the October 2008 acquisition, have been reclassified as discontinued operations for all periods presented. The 2012 results include a $262.7 million goodwill impairment charge, a $9.7 million charge related to the recording of a full valuation allowance associated with Careers-China deferred tax asset as well as a $5.2 million impairment charge relating to amortizable intangibles. The 2011 results included a gain of $17.4 million relating to the release of escrowed funds associated with the ChinaHR acquisition.

During the fourth quarter of 2012, the Company made the strategic decision to discontinue operations in Latin America and Turkey and all of the business operations were discontinued on or before December 31, 2012. Accordingly, the operating results of these businesses have now been reclassified as discontinued operations for all periods presented. The 2012 results include $8.0 million of shut-down costs.

Net (loss) income As a result of the factors discussed above, our consolidated net loss for the year ended December 31, 2012 was $258.7 million compared to consolidated net income of $53.8 million for the same period in 2011.

Diluted (Loss) Earnings Per Share Attributable to Monster Worldwide, Inc.

Diluted earnings per share attributable to Monster Worldwide, Inc. in 2012 was a loss of $2.27 per share compared to a diluted earnings attributable to Monster Worldwide, Inc. of $0.43 per share in 2011. Diluted weighted average shares outstanding for the years ended December 31, 2012 and 2011 was 114.0 million shares and 123.9 million shares, respectively.

Financial Condition The following table details our cash and cash equivalents as of December 31, 2013 and 2012 (dollars in thousands): Year ended December 31, Change in 2013 2012 Dollars Percentage Cash and cash equivalents $ 88,581 $ 148,185 $ (59,604 ) 40.2 % Percentage of total assets 5.6 % 8.8 % As of December 31, 2013, we had cash and cash equivalents of $88.6 million, compared to $148.2 million as of December 31, 2012. Our decrease in cash and cash equivalents of $59.6 million in 2013 primarily resulted from the repurchase of $107.2 million of the Company's Common Stock, $32.6 million of capital expenditures and $29.0 million of net payments on our term loan and credit facilities partially offset by $86.5 million of net proceeds from the sale of a noncontrolling interest in our South Korean subsidiary and $33.8 million of cash provided by operating activities.

30-------------------------------------------------------------------------------- Table of Contents Cash Flows Consolidated cash flows for the fiscal year ended December 31, 2013 and 2012 are as follows (dollars in thousands): The year ended December 31, Change in 2013 2012 Dollars Percentage Net cash provided by operating activities $ 33,822 $ 53,327 $ (19,505 ) (36.6 %) Net cash used for investing activities $ (38,882 ) $ (60,921 ) $ 22,039 (36.2 %) Net cash used for financing actitivies $ (49,772 ) $ (98,811 ) $ 49,039 (49.6 %) Effects of exchange rates on cash $ (4,772 ) $ 4,273 $ (9,045 ) (211.7 %) Cash provided by operating activities was $33.8 million for the year ended December 31, 2013, a decrease of $19.5 million from the $53.3 million of cash provided by operating activities for the year ended December 31, 2012. This decrease was driven by reduced cash flows of $29.4 million relating to working capital items, primarily resulting from cash outflows related to our restructuring program where the majority of cash was paid in 2013, as well as reduced net income in 2013 when compared to 2012 after removing the impact of the goodwill impairment recognized in operating results for the year ended December 31, 2012.

Cash used for investing activities was $38.9 million for the year ended December 31, 2013, a decrease of $22.0 million from cash used for investing activities of $60.9 million for the year ended December 31, 2012. This decrease resulted primarily from $27.0 million of decreased capital expenditures in 2013.

Cash used for financing activities was $49.8 million for the year ended December 31, 2013, a decrease of $49.0 million from cash used for financing activities of $98.8 million for the year ended December 31, 2012. This decrease resulted primarily from $86.5 million of net proceeds from the sale of a noncontrolling interest in our South Korean subsidiary, which was partially offset by the repurchase of $41.6 million more of the Company's Common Stock compared to the year ended December 31, 2012.

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 2011, 2012 and 2013 in conservative investment vehicles such as U.S.

treasury bills, 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 facilities and cash we anticipate generating from operating activities will provide us with sufficient liquidity to satisfy our working capital needs, cash payments of our various restructuring costs, capital expenditures and meet our investment requirements and commitments through at least the next twelve months.

Our cash generated from operating activities is subject to fluctuations in the global economy and overall hiring demand.

Credit Facilities 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 Company amended certain terms and increased its borrowing capability under its existing credit agreement (the "First Amended Credit Agreement"). The First 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. On March 22, 2012, the First Amended Credit Agreement was further amended and restated in its entirety (the "Second Amended Credit Agreement"). The Second Amended Credit Agreement provides the Company with a $225.0 million revolving credit facility and a $100.0 million term loan facility, providing for a total of $325.0 million in credit available to the Company. The borrowings under the Second 31-------------------------------------------------------------------------------- Table of Contents Amended Credit Agreement were used to satisfy the obligations under the First Amended Credit Agreement of $172.5 million for the revolving credit facility and $40.0 million for the term loan. The revolving credit facility and the term loan facility each mature on March 22, 2015. The Second Amended Credit Agreement does not qualify as a debt extinguishment in accordance with ASC 470 Debt, and all financing fees incurred will be deferred and amortized through March 2015. The Company is required to make quarterly amortization payments on the outstanding principal amount of the term loan with $1.9 million payable on March 31, 2014, $2.5 million payable on each of June 30, 2014, September 30, 2014 and December 31, 2014 and the remaining balance of the term loan due at maturity.

Borrowings under the Second Amended Credit Agreement will bear interest at a rate equal to either (i) the British Bankers Association LIBOR ("BBA LIBOR") Rate plus a margin ranging from 250 basis points to 325 basis points depending on the Company's consolidated leverage ratio or (ii) the sum of (A) the highest of (1) the agent's prime rate, (2) the sum of 0.50% plus the overnight federal funds rate on such day or (3) the BBA LIBOR plus 1.0%, and (B) a margin ranging from 150 basis points to 225 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 250 basis points to 325 basis points (depending on the consolidated leverage ratio); and (ii) a commitment fee on the unused portion of the revolving credit facility at a rate per annum ranging from 35 basis points to 50 basis (depending on the consolidated leverage ratio). The Company may repay outstanding borrowings at any time during the term of the credit facility without any prepayment penalty.

The Second Amended Credit Agreement contains financial covenants requiring the Company to maintain: (i) a consolidated leverage ratio of no more than 3.00 to 1.00; and (ii) an interest charge coverage ratio of at least 3.00 to 1.00. The Second Amended Credit Agreement also contains various other negative covenants, including restrictions on incurring indebtedness, creating liens, mergers, dispositions of property, dividends and stock repurchases, acquisitions and other investments and entering into new lines of business. The Second Amended Credit Agreement also contains various affirmative covenants, including covenants relating to the delivery of financial statements and other financial information, maintenance of property, maintenance of insurance, maintenance of books and records and compliance with environmental laws. As of December 31, 2013, the Company was in full compliance with its covenants.

At December 31, 2013, the utilized portion of this credit facility was $89.4 million in borrowings on the term loan facility, $45.9 million of borrowings on the revolving credit facility, and $0.3 million in outstanding letters of credit. The portion of the term loan that is due within one year is $9.4 million and is classified as short-term in the consolidated balance sheet. The remaining amount outstanding on the term loan and the utilized portion of the revolving credit facility is classified as long-term in the consolidated balance sheet. As of December 31, 2013, based on the calculation of the maximum consolidated leverage ratio, $178.8 million of the Company's revolving credit facility was available. At December 31, 2013, the one month BBA LIBOR rate, the agent's prime rate, and the overnight federal funds rate were 0.17%, 3.25% and 0.07%, respectively. As of December 31, 2012, the Company used the one month BBA LIBOR rate for the interest rate on these borrowings with an interest rate of 3.17%.

In 2011 and 2012, the Company's former subsidiaries in China entered into two short term unsecured revolving credit facilities whereby the Company provided a repayment guarantee in support of the first credit facility and the Company provided for a standby letter of credit in support of the second credit facility. These credit facilities provided for maximum borrowings of the Renminbi equivalent of $7.6 million and $5.0 million, respectively. On February 5, 2013, the Company sold our interest in our subsidiaries in China including the entity that is the primary obligor on the credit facilities. As part of the sale transaction, the Company agreed to liquidate these outstanding loans to the lender and on June 13, 2013, these loans were liquidated in full.

Income Taxes The Company maintains a significant portion of its cash outside the United States in subsidiaries for which the Company has asserted its earnings to be indefinitely reinvested in foreign operations. The Company evaluates its reinvestment assertions each reporting period. In the fourth quarter of 2011, the Company changed its reinvestment assertion with respect to its subsidiary in South Korea and began to regularly repatriate earnings. This determination was made by reviewing investment opportunities and expected financing needs in South Korea and the United States as well as considering the tax cost of repatriating from South Korea. In April 2013, the Company repatriated approximately $13.4 million from South Korea. In November 2013, the Company sold 49.99% of its interest in its South Korean subsidiary to a private equity investor. Aggregate proceeds from the sale were approximately $90.0 million which was received in the United States. The Company's remaining 50.01% interest in its South Korean subsidiary is treated as a partnership for U.S. tax purposes such that the Company's 50.01% share of income passes through to the United States for tax reporting purposes whether distributed or not. For the next year the Company does not presently intend to make distributions from South Korea in order to fund local investments.

32 -------------------------------------------------------------------------------- Table of Contents The amount of cash in subsidiaries offshore for which the Company maintains the indefinite reinvestment assertion at December 31, 2013 was approximately $67.0 million. While we have not determined the total United States and foreign tax liabilities on such a repatriation, generally, if this cash were repatriated, a United States tax liability would be incurred for the excess of United States tax over local taxes paid, if any on the portion characterized as a taxable dividend for United States tax purposes. The Company reviewed its liquidity needs in the United States and does not presently intend to repatriate these funds. The Company intends to fulfill its domestic liquidity needs by borrowing from its credit facility in the United States should additional liquidity needs arise. We have borrowed funds domestically and continue to have the ability to borrow funds domestically at reasonable interest rates.

In 2013, we utilized our tax loss carryovers in the United States and did not pay significant United States cash taxes. We expect to utilize available tax loss carryovers and tax credits to offset part of our United States tax liability through the end of 2014. We expect to have taxable income in certain foreign tax jurisdictions in which we pay taxes on a quarterly basis.

Restructuring Activities Throughout 2012, we undertook a series of restructuring actions in order to improve the Company's long-term growth prospects and profitability in its core markets. We completed the initiatives associated with these restructuring actions in the first quarter of 2013 and the Company will not incur any new charges in the future related to these programs.

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.

Acquisitions and Investments We have, from time to time, made strategic acquisitions and partnerships to expand Monster's global footprint, establish strategic partnerships or to obtain technology that is complementary to our product offerings and strategy. We account for business combinations under the acquisition method of accounting which requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business combination. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but has the ability to exert significant influence, are accounted for under the equity method of accounting.

Share Repurchase Plan On October 25, 2011, the Board of Directors of the Company authorized a share repurchase program of up to $250.0 million which expired on April 25, 2013. The Company repurchased a total of 14.0 million shares for a total repurchase price of $107.3 million, excluding commissions, at an average price of $7.67 per share in connection with this program. No share repurchases were made during the year ended December 31, 2013 related to this program.

On April 30, 2013, the Board of Directors of the Company authorized a new share repurchase program of up to $200.0 million. Under this share repurchase program, shares of Common Stock may be purchased on the open market or through privately negotiated transactions from time-to-time through April 30, 2015. The timing and amount of purchases will be based on market conditions, corporate and legal requirements, and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be modified, suspended, extended, or discontinued at any time without prior notice.

Through December 31, 2013, the Company has repurchased 20.6 million shares for a total of $106.8 million, excluding commissions, at an average price of $5.18 per share.

33 -------------------------------------------------------------------------------- Table of Contents Contractual Obligations The commitments as of December 31, 2013 related to our continuing and discontinued operations are as follows (dollars in thousands): Payment Due by Period Less Than 1 More Than Contractual Obligations (Dollars in thousands) Total Year 1- 3 Years 3-5 Years 5 years Operating Leases $ 212,830 $ 40,110 $ 61,655 $ 46,669 $ 64,396 Purchase commitments-advertising contracts 13,579 12,159 1,420 - - Principal Payments 135,275 9,375 125,900 - - Interest Payments 7,783 5,551 1,957 275 - Software Financing 3,711 2,613 1,018 80 - Other 19,223 14,057 5,166 - - Total $ 392,401 $ 83,865 $ 197,116 $ 47,024 $ 64,396 In addition to the cash commitments above, we also have $53.1 million of long-term income taxes payable, for which the timing of payment is not reasonably estimable given the many variables related to these liabilities.

Please see Note 15-Income Taxes to the Company's financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion of information related to long-term income taxes payable.

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 counterparty 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 in the year ended December 31, 2013.

34-------------------------------------------------------------------------------- Table of Contents 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 December 31, 2013 (dollars in thousands): December 31, 2013 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ - $ 46,881 $ - $ 46,881 U.S. and foreign government obligations - 1,595 - 1,595 Bankers' acceptances - 8,475 - 8,475 Foreign exchange contracts - 255 - 255 Total Assets $ - $ 57,206 $ - $ 57,206 Liabilities: Foreign exchange contracts $ - $ 9 $ - $ 9 Lease exit liabilities - - 12,550 12,550 Total Liabilities $ - $ 9 $ 12,550 $ 12,559 The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 (dollars in thousands): December 31, 2012 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ - $ 79,078 $ - $ 79,078 U.S. and foreign government obligations - 22,143 - 22,143 Bankers' acceptances - 7,337 - 7,337 Foreign exchange contracts - 36 - 36 Total Assets $ - $ 108,594 $ - $ 108,594 Liabilities: Foreign exchange contracts $ - $ 70 $ - $ 70 Lease exit liabilities - - 14,233 14,233 Total Liabilities $ - $ 70 $ 14,233 $ 14,303 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 lease exit liabilities within the Level 3 tier relate to vacated facilities associated with previously discontinued operations and restructuring activities of the Company and are recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheets. The liability is recognized and measured based on a discounted cash flow model when the cease use date has occurred. 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 changes in the fair value of the Level 3 liabilities are as follows (dollars in thousands): Lease Exit Liability Year ended December 31, 2013 2012 Balance, Beginning of Period $ 14,233 $14,938 Expense 6,225 5,511 Cash Payments and changes in fair value (7,908 ) (6,216 ) Balance, End of Period $ 12,550 $ 14,233 35 -------------------------------------------------------------------------------- Table of Contents The carrying value for cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company's debt relates to borrowings under its credit facilities and term loan (please see Note 12-Financing Agreements to the Company's financial statements included in Item 8 of this Annual Report on Form 10-K), which approximates fair value due to market interest rates.

CRITICAL ACCOUNTING ESTIMATES Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.

We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 1-Basis of Presentation and Significant Accounting Policies, of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this 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 services, applicant tracking services, online career related solutions provided through a "Software as a Service" ("SaaS") offering and other career-related services.

Where appropriate, we recognize revenue in accordance with Accounting Standards Update ("ASU") No. 2009-13, Multiple-Deliverable Revenue Arrangements, which was effective January 1, 2011. The Company's revenue associated with multiple element contracts is based on the selling price hierarchy, which utilizes vendor-specific objective evidence or ("VSOE") when available, third-party evidence ("TPE") if VSOE is not available, and if neither is available then the best estimate of selling price is used. The Company utilizes VSOE in the majority of its multiple deliverable transactions. Under this new accounting guidance, to treat elements in a multi-element arrangement as separate units of accounting, each element must have standalone value upon delivery. If the element has standalone value, the Company accounts for each element separately.

In determining whether elements have standalone value, the Company considers the availability of the elements from other vendors, the nature of the elements, the timing of execution of contracts for customers and the contractual dependence of the element related to a customer's acceptance.

We recognize revenue at the time that job postings and related accessories are displayed on the Monster network websites, based upon customer usage patterns.

Revenue earned from subscriptions to the Monster network's resume database, applicant tracking services and other career-related services are recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. The Company accounts for SaaS contracts as the services are being performed.

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.

36-------------------------------------------------------------------------------- Table of Contents Fair Value Measurements The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses 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 facilities, which approximates fair value due to the debt bearing fluctuating market interest rates.

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

The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The goodwill impairment test is performed at the reporting unit level. Prior to the sale of Careers-China on February 5, 2013, the Company had four reporting units which were equivalent to our four operating segments: Careers-North America, Careers-International, Careers-China, presented for all periods as a discontinued operation, and Internet Advertising & Fees. Following the sale of the Careers-China business, the Company has three reporting units which are equivalent to our three operating segments: Careers-North America, Careers-International, and Internet Advertising & Fees.

In determining if goodwill is impaired, we estimate the fair value of the reporting unit and compare it to the carrying value of the assets and liabilities of that reporting unit. The Company determines the fair value of its reporting units using a weighting of fair values derived from the income approach and the market approach, depending on the availability of relevant market comparable information. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's ability to execute on the projected cash flows. Under the market approach, the Company estimates the fair value based on market multiples of cash flow and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit and considering a reasonable control premium. The weighting of the fair value derived from the market approach differs for each reporting unit depending on the level of comparability of these publicly-traded companies to the reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

For the annual goodwill impairment test performed in the fourth quarter of 2013, each of the Careers-International and the Internet Advertising & Fees reporting units had fair value that substantially exceeded its carrying value. For the Careers-North America reporting unit, using a discount rate of 14% and a terminal growth rate of 2.8%, the Company calculated that the fair value would have to be at least 22% less than the computed amount to result in any goodwill impairment charges. The recorded amount of goodwill for the Careers-North America reporting unit was $598.1 million as of December 31, 2013. The Company believes the inputs and assumptions used in determining the fair value of the Careers-North America reporting unit are reasonable.

During the third quarter of 2012, the Company performed a qualitative analysis for the Careers-China reporting unit and it was determined that the Careers-China reporting unit was more likely than not to have a fair value less than the unit's carrying amount. The conclusion was based on the recent financial performance of Careers-China compared to previously forecasted results, updated projections of future profitability as well as indicative offers from potential buyers of the Careers-China business (please see Note 6-Discontinued Operations). Accordingly, the Company performed a step one fair value evaluation of Careers-China utilizing both a discounted cash flow analysis and the indicative offers from potential buyers of the Careers-China business.

The result of this fair value analysis was that the fair value of the reporting unit was less than the carrying value and a step two analysis was required to determine the amount of goodwill impairment, if any. The Company performed the step two evaluation and determined that the goodwill for the Careers-China reporting unit was impaired and recorded a goodwill impairment charge for Careers-China of $216.2 million. In the fourth quarter of 2012, the Company impaired the remaining goodwill balance of the Careers-China business and recorded an additional $46.4 million impairment, leaving the Careers-China business with no goodwill.

As a corroborative source of information, the Company reconciles the estimated fair values of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis) to verify the reasonableness of the fair value of its reporting units obtained through the aforementioned methods. The control premium is estimated based upon control premiums observed in comparable market transactions. As none of our reporting units are publicly-traded, individual reporting unit fair value determinations do not directly correlate to the Company's stock price. Although the Company believes it is reasonable to conclude that market capitalization could be an indicator of fair value over time, we believe that our current market capitalization undervalues the aggregate fair values of our individual reporting units.

37 -------------------------------------------------------------------------------- Table of Contents The Company recognizes that during certain periods our market capitalization has been below our book value. Accordingly, we monitor changes in our share price to ensure that our reconciled market capitalization continues to exceed or is not significantly below the carrying value of our net assets. In the event that our reconciled market capitalization does decline below its book value, we consider the length and severity of the decline and the reason for the decline when assessing whether potential goodwill impairment exists. Further, if a reporting unit does not appear to be achieving the projected growth plan used in determining its fair value, we will reevaluate the reporting unit for potential goodwill impairment based on revised projections, as available.

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 evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of taxable temporary items, projected future taxable income, tax planning strategies and recent financial operations. Assumptions used in making this evaluation require significant judgment and are consistent with the plans and estimates we are using to manage the underlying business. When we determine that we are not able to realize our recorded deferred tax assets, an increase in the valuation allowance is 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 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 award stock options, non-vested stock, market-based non-vested stock and performance-based non-vested stock to employees, directors and executive officers. We account for stock-based compensation in accordance with ASC 718, Stock Compensation. In accordance with ASC 718, we use the fair-market value of the Company's Common Stock on the date the award is approved to measure fair value for service-based and performance-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. Compensation expense for stock option awards and service-based awards is recognized ratably over the requisite service period. For market-based awards, compensation expense is recognized over the requisite service period as derived using a Monte Carlo simulation model. For performance based awards, compensation expense is recognized based on the probability of achieving the performance conditions associated with the respective shares, as determined by management.

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 year ended December 31, 2013, 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.

38 -------------------------------------------------------------------------------- Table of Contents Recently Issued Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standards setting bodies that we adopt according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flows.

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