Form 8-K KORN FERRY INTERNATIONAL For: Dec 09

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December 9, 2014 4:10 PM EST

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�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

FORM 8-K

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December�9, 2014

�

KORN/FERRY INTERNATIONAL

(Exact name of registrant as specified in its charter)

�

Delaware

�

001-14505

�

95-2623879

(State or other jurisdiction

of incorporation)

�

(Commission File Number)

�

(IRS Employer

Identification No.)

1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

(Address of principal executive offices, including zip code)

Registrant�s telephone number, including area code: (310)�552-1834

Not Applicable

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

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

�

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

�

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

�

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

�

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

�

Item�2.02 Results of Operations and Financial Condition.

On December�9, 2014, Korn Ferry issued a press release announcing its second quarter fiscal year 2015 results. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item�2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.

Item�9.01 Financial Statements and Exhibits.

(d) Exhibits

�



Exhibit�99.1	��	Press Release, dated December�9, 2014.

SIGNATURES

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

�


�	�	KORN/FERRY INTERNATIONAL
	�	(Registrant)
Date: December 9, 2014	�
	�	/s/ Robert P. Rozek
	�	(Signature)
	�	Name: Robert P. Rozek
	�	Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

�


Exhibit�No.	��	Description

99.1	��	Press release, dated December 9, 2014

Exhibit 99.1

For Immediate Release

Contacts:

Investor Relations: Gregg Kvochak, (310)�556-8550

For Media: Dan Gugler, (310)�226-2645

Korn Ferry International Announces Second Quarter Fiscal 2015 Results of Operations

Highlights

�

Korn Ferry reports record fee revenue of $255.7 million in the second quarter of 2015, an increase of 7.4% (8.1% on a constant currency basis), from Q2 FY�14, with increases realized across all segments:

�


�	��	Actual		�
Futurestep	��	�	26.6	%�
Executive Recruitment	��	�	6.4	%�
Leadership and Talent Consulting	��	�	0.5	%�

�

Adjusted EBITDA margin was 17.2% in Q2 FY�15 compared to 15.4% in Q2 FY�14.

�

Q2 FY�15 diluted earnings per share was $0.51 compared to adjusted diluted earnings per share of $0.41 in Q2 FY�14, excluding separation costs of $2.0 million. No such costs were incurred in Q2 FY�15.

�

The Company is announcing today that the Board has adopted a dividend policy, reflecting an intention to distribute to our stockholders a regular quarterly cash dividends of $0.10 per share, commencing at the conclusion of the third quarter of FY�15 and has approved an increase in the Company�s share repurchase program to an aggregate of $150 million.

Los Angeles, CA, December�9, 2014 � Korn/Ferry International (NYSE: KFY), a leading provider of leadership and talent consulting services, today announced record second quarter fee revenue of $255.7 million and diluted earnings per share of $0.51.

�I am very pleased with what Korn Ferry has accomplished. We generated the strongest top line results in the company�s history, up 8% year over year at constant currency, with strong earnings per share,� said Gary D. Burnison, CEO, Korn Ferry. �To be relevant and meaningful, global organizations are demanding a workforce that can innovate, with leaders who are extremely agile and can drive growth across borders.�While challenging, this environment is also creating opportunity for Korn Ferry, as our diversified offerings and approach are helping companies build the right teams, with the right talent, and linking business strategies to talent strategies.�

Financial Results

(dollars in millions, except per share amounts)

�

��

Second Quarter

�

Year to Date

�

��

��FY�15��

�

��FY�14��

�

��FY�15��

�

��FY�14��

�

Fee revenue

��

255.7

��

�

238.0

��

�

506.9

��

�

466.4

��

Total revenue

��

264.7

��

�

246.2

��

�

525.0

��

�

483.8

��

Operating income

��

34.4

��

�

23.2

��

�

53.0

��

�

39.8

��

Operating margin

��

�

13.5

%�

�

9.7

%�

�

10.5

%�

�

8.5

%�

Net income

��

25.4

��

�

18.8

��

�

39.9

��

�

30.2

��

Basic earnings per share

��

0.52

��

�

0.39

��

�

0.82

��

�

0.63

��

Diluted earnings per share

��

0.51

��

�

0.38

��

�

0.80

��

�

0.62

��

�

EBITDA Results (a):

��

Second Quarter

�

Year to Date

�

��

��FY�15��

�

��FY�14��

�

��FY�15��

�

��FY�14��

�

EBITDA

��

44.0

��

�

34.7

��

�

72.0

��

�

60.0

��

EBITDA margin

��

�

17.2

%�

�

14.6

%�

�

14.2

%�

�

12.9

%�

�

Adjusted Results (b):

��

Second Quarter

�

Year to Date

�

��

��FY�15��

�

��FY�14��

�

��FY�15��

�

��FY�14��

�

Operating income

��

34.4

��

�

25.2

��

�

62.9

��

�

48.4

��

Operating margin

��

�

13.5

%�

�

10.6

%�

�

12.4

%�

�

10.4

%�

EBITDA (a)

��

44.0

��

�

36.7

��

�

81.9

��

�

68.6

��

EBITDA margin (a)

��

�

17.2

%�

�

15.4

%�

�

16.2

%�

�

14.7

%�

Net income

��

25.4

��

�

20.0

��

�

46.9

��

�

36.0

��

Basic earnings per share

��

0.52

��

�

0.41

��

�

0.96

��

�

0.75

��

Diluted earnings per share

��

0.51

��

�

0.41

��

�

0.94

��

�

0.74

��

�

(a)

EBITDA refers to earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA to exclude restructuring charges, integration/acquisition and separation costs. EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliation).

�

(b)	Adjusted results are non-GAAP financial measures that exclude the following (see attached reconciliations):

�

��

Second Quarter

�

��

Year to Date

�

��

��FY�15��

�

��

��FY�14��

�

��

��FY�15��

�

��

��FY�14��

�

Separation costs

��

2.0

��

4.5

��

Restructuring charges

��

9.9

��

3.7

��

Integration/acquisition costs

��

0.4

��

Fee revenue was $255.7 million in Q2 FY�15, an increase of $17.7 million, or 7.4% (8.1% on a constant currency basis), compared to Q2 FY�14, driven by an $8.9 million, $8.5 million, and a $0.3 million increase in fee revenue in Executive Recruitment, Futurestep and Leadership�& Talent Consulting, respectively. The overall fee revenue increase was driven by fee revenue growth in all of our major markets � consumer, industrial, life science/healthcare, financial services and technology.

Compensation and benefit expenses were $174.7 million in Q2 FY�15, an increase of $13.4 million, or 8.3%, compared to the year-ago quarter. The increase was due to an increase in performance related bonus expense resulting from the continued adoption of our strategy, including referrals between lines of business, resulting in an increase in fee revenue and profitability, as well as an increase in salaries and related payroll taxes. Also contributing to the increase in compensation and benefit expenses was an increase in the use of outside contractors driven by the growth in our recruitment process outsourcing business in Q2 FY�15 compared to Q2 FY�14. These increases were partially offset by $2.0 million in management separation costs incurred in Q2 FY�14 which were not incurred in Q2 FY�15. The increase in salaries and related payroll taxes was due to an increase in the average headcount in Executive Recruitment and Futurestep in Q2 FY�15 compared to Q2 FY�14, reflecting our continued growth-related investments back into our business.

General and administrative expenses were $30.1 million in Q2 FY�15, a decrease of $5.7 million, or 15.9%, from Q2 FY�14, mainly due to a $6.2 million insurance reimbursement received for legal fees incurred in prior periods and a decrease in marketing and business development expenses of $0.7 million. This decline in general and administrative expenses was partially offset by an increase in professional fees, primarily to drive our strategic initiatives and unfavorable foreign currency rates that resulted in an impact of $1.3 million in the quarter.

Adjusted EBITDA was $44.0 million in Q2 FY�15, an increase of $7.3 million, or 19.9%, compared to Q2 FY�14. Adjusted EBITDA margin was 17.2% and 15.4% in Q2 FY�15 and Q2 FY�14, respectively. The increase in Adjusted EBITDA was driven by an increase in fee revenue of $17.7 million, and decreases of $5.7 million and $1.4 million in general and administrative expenses and cost of services, respectively, partially offset by an increase in compensation expense of $15.4 million (excluding certain prior year separation costs) and a decrease in other income of $1.9 million.

On a GAAP basis, operating income was $34.4 million in Q2 FY�15 and $23.2 million in Q2 FY�14 resulting in an operating margin of 13.5% in Q2 FY�15 compared to 9.7% in the year-ago quarter. Operating income (including certain prior year separation costs) was impacted by all of the above items with the exception of other income, which is not included in GAAP operating income.

Balance Sheet and Liquidity

Cash and marketable securities were $400.1 million at October�31, 2014, compared to $468.3 million at April�30, 2014. Cash and marketable securities include $135.6 million held in trust for deferred compensation plans at October�31, 2014, compared to $116.2 million at April�30, 2014. Cash and marketable securities decreased by $68.2 million from April�30, 2014, primarily due to Q1 FY�15 payments of FY�14 annual bonuses, partially offset by cash provided by operating activities.

The Company and its Board endorse a balanced approach to capital allocation. First, the Company�s strategy has been to become the world�s premier talent management firm by utilizing capital for investment in the Company�s consultants and intellectual property, as well as the strategic acquisition of businesses perceived to be both accretive and in the best interests of the Company � acquisitions that produce a return superior to the Company�s cost of capital. Management believes recent acquisitions have not only yielded such returns but have helped to create a stronger, broader, solution-rich firm that is less economically cyclical and more strategically relevant to its clients.

In addition, the Company is announcing today that the Board has adopted a dividend policy, reflecting an intention to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share, commencing at the conclusion of the third quarter of FY�15. The declaration and payment of dividends under the quarterly dividend program will be at the discretion of the Board and will depend upon many factors, including our earnings, capital requirements, financial conditions, the terms of our indebtedness and other factors our Board of Directors may deem to be relevant.

The Board has also approved an increase in the Company�s stock repurchase program to an aggregate of $150 million. Common stock may be repurchased from time to time in open market or privately negotiated transactions at the Company�s discretion subject to market conditions and other factors.

Results by Segment

Selected Executive Recruitment Data

(dollars in millions)

�

��

Second Quarter

�

Year to Date

�

��

FY�15

�

FY�14

�

FY�15

�

FY�14

�

Fee revenue

��

149.0

��

�

140.1

��

�

297.4

��

�

276.7

��

Total revenue

��

154.4

��

�

145.3

��

�

308.6

��

�

287.8

��

Operating income

��

29.9

��

�

28.1

��

�

54.1

��

�

56.4

��

Operating margin

��

�

20.1

%�

�

20.1

%�

�

18.2

%�

�

20.4

%�

Ending number of consultants

��

�

440

��

�

412

��

�

440

��

�

412

��

Average number of consultants

��

�

441

��

�

414

��

�

436

��

�

406

��

Engagements billed

��

�

3,054

��

�

2,965

��

�

4,937

��

�

4,690

��

New engagements (a)

��

�

1,310

��

�

1,300

��

�

2,620

��

�

2,516

��

EBITDA Results (b):

��

Second Quarter

�

Year to Date

�

��

FY�15

�

FY�14

�

FY�15

�

FY�14

�

EBITDA

��

32.0

��

�

30.7

��

�

58.4

��

�

61.2

��

EBITDA margin

��

�

21.5

%�

�

21.9

%�

�

19.6

%�

�

22.1

%�

Adjusted Results (c):

��

Second Quarter

�

Year to Date

�

��

FY�15

�

FY�14

�

FY�15

�

FY�14

�

Operating income

��

29.9

��

�

28.1

��

�

59.6

��

�

57.7

��

Operating margin

��

�

20.1

%�

�

20.1

%�

�

20.1

%�

�

20.9

%�

EBITDA (b)

��

32.0

��

�

30.7

��

�

63.9

��

�

62.5

��

EBITDA margin (b)

��

�

21.5

%�

�

21.9

%�

�

21.5

%�

�

22.6

%�

�

(a)	Represents new engagements opened in the respective period.

�

(b)	EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).

�

(c)	Adjusted results are non-GAAP financial measures that exclude the following (see attached reconciliations):

�

��

Second Quarter

�

��

Year to Date

�

��

FY�15

�

��

FY�14

�

��

FY�15

�

��

FY�14

�

Restructuring charges

��

��5.5

��

��1.3

��

Executive Recruitment

Fee revenue was $149.0 million in Q2 FY�15, an increase of $8.9 million, or 6.4% (7.1% on a constant currency basis), compared to Q2 FY�14. The overall increase in fee revenue was primarily attributable to a 3.4% increase in the weighted-average fees billed per engagement and a 3.0% increase in the number of executive recruitment engagements billed in Q2 FY�15 compared to Q2 FY�14. On a regional basis, fee revenue increased in North America by $7.5 million, or 10.0%, and Europe by $2.5 million, or 7.3%, partially offset by decreases in Asia Pacific of $0.6 million, or 2.8%, and Latin America of $0.5 million, or 5.6%.

Adjusted EBITDA was $32.0 million and $30.7 million during Q2 FY�15 and Q2 FY�14, respectively. The Adjusted EBITDA increase was driven by an $8.9 million increase in fee revenue offset by an increase in compensation and benefits expense of $6.2 million associated with the investments in headcount to grow our business, as well as increased incentive compensation resulting from the continued adoption of our strategy, including referrals between lines of business. In addition, general and administrative expenses are up $1.5 million in Q2 FY�15 compared to Q2 FY�14, partially due to unfavorable exchange rates which had an impact of $1.3 million in the current quarter.

On a GAAP basis, operating income was $29.9 million in Q2 FY�15, an increase of $1.8 million, or 6.4%, compared to Q2 FY�14, resulting in an operating margin of 20.1% in both the current quarter and in the year-ago quarter. All items having a significant impact on operating income have been discussed above in the discussion regarding Adjusted EBITDA.

Selected Leadership�& Talent Consulting Data

(dollars in millions)

�

��

Second Quarter

�

Year to Date

�

��

��FY�15��

�

��FY�14��

�

��FY�15��

�

��FY�14��

�

Fee revenue

��

66.3

��

�

66.0

��

�

129.9

��

�

126.1

��

Total revenue

��

68.5

��

�

68.2

��

�

133.9

��

�

130.3

��

Operating income

��

7.8

��

�

7.0

��

�

11.2

��

�

11.3

��

Operating margin

��

�

11.7

%�

�

10.6

%�

�

8.6

%�

�

9.0

%�

Ending number of consultants (a)

��

�

131

��

�

129

��

�

131

��

�

129

��

Staff utilization (b)

��

�

%�

�

%�

�

%�

�

%�

�

EBITDA Results (c):

��

Second Quarter

�

Year to Date

�

��

��FY�15��

�

��FY�14��

�

��FY�15��

�

��FY�14��

�

EBITDA

��

10.9

��

�

10.3

��

�

17.8

��

�

17.5

��

EBITDA margin

��

�

16.4

%�

�

15.5

%�

�

13.7

%�

�

13.8

%�

�

Adjusted Results (d):

��

Second Quarter

�

Year to Date

�

��

��FY�15��

�

��FY�14��

�

��FY�15��

�

��FY�14��

�

Operating income

��

7.8

��

�

7.0

��

�

14.0

��

�

12.5

��

Operating margin

��

�

11.7

%�

�

10.6

%�

�

10.8

%�

�

9.9

%�

EBITDA (c)

��

10.9

��

�

10.3

��

�

20.6

��

�

18.7

��

EBITDA margin (c)

��

�

16.4

%�

�

15.5

%�

�

15.8

%�

�

14.7

%�

�

(a)	Represents number of employees originating consulting services.

�

(b)	Calculated by dividing the number of hours of our full-time LTC professional staff, who recorded time to an engagement during the period, by the total available working hours during the same period.

�

(c)	EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).

�

(d)	Adjusted results are non-GAAP financial measures that exclude the following (see attached reconciliations):

�

��

Second Quarter

�

��

Year to Date

�

��

��FY�15��

�

��

��FY�14��

�

��

��FY�15��

�

��

��FY�14��

�

Restructuring charges

��

2.8

��

1.2

��

Leadership�& Talent Consulting

Fee revenue was $66.3 million in Q2 FY�15, an increase of $0.3 million, or 0.5% (0.9% on a constant currency basis), from the year-ago quarter. This increase is primarily attributed to an increase in product revenue of $0.5 million in Q2 FY�15 compared to Q2 FY�14.

Adjusted EBITDA was $10.9 million during Q2 FY�15, an increase of $0.6 million, or 5.8%, compared to Q2 FY�14. Adjusted EBITDA margin was 16.4% in Q2 FY�15 compared to 15.5% in Q2 FY�14 due to a decrease in cost of services of $2.0 million, partially offset by an increase in compensation and benefit expense of $1.4 million. The decrease in cost of services primarily relates to an increased focus on the utilization of internal resources versus outside contractors. The increase in compensation and benefit expenses was due to an increase in performance related bonus expense resulting from higher fee revenue, profitability, and the continued adoption of the company�s integrated go-to market strategy across all three of our lines of businesses.

On a GAAP basis, operating income was $7.8 million in Q2 FY�15, an increase of $0.8 million compared to the year-ago quarter, resulting in an operating margin of 11.7% in the current quarter compared to 10.6% in the year-ago quarter. The increase in operating income was due to the factors impacting Adjusted EBITDA as discussed above and an increase in depreciation expense of $0.1 million.

Selected Futurestep Data

(dollars in millions)

�

��

Second Quarter

�

Year to Date

�

��

FY�15

�

FY�14

�

FY�15

�

FY�14

�

Fee revenue

��

40.4

��

�

31.9

��

�

79.6

��

�

63.6

��

Total revenue

��

41.8

��

�

32.7

��

�

82.5

��

�

65.7

��

Operating income

��

5.1

��

�

2.6

��

�

8.6

��

�

5.1

��

Operating margin

��

�

12.8

%�

�

8.0

%�

�

10.8

%�

�

8.0

%�

Engagements billed

��

�

1,277

��

�

1,195

��

�

1,980

��

�

1,952

��

New engagements (a)

��

�

617

��

�

620

��

�

1,190

��

�

1,245

��

EBITDA Results (b):

��

Second Quarter

�

Year to Date

�

��

FY�15

�

FY�14

�

FY�15

�

FY�14

�

EBITDA

��

5.6

��

�

3.0

��

�

9.5

��

�

6.5

��

EBITDA margin

��

�

14.0

%�

�

9.3

%�

�

12.0

%�

�

10.2

%�

Adjusted Results (c):

��

Second Quarter

�

Year to Date

�

��

FY�15

�

FY�14

�

FY�15

�

FY�14

�

Operating income

��

5.1

��

�

2.6

��

�

10.0

��

�

6.3

��

Operating margin

��

�

12.8

%�

�

8.0

%�

�

12.6

%�

�

9.8

%�

EBITDA (b)

��

5.6

��

�

3.0

��

�

10.9

��

�

7.7

��

EBITDA margin (b)

��

�

14.0

%�

�

9.3

%�

�

13.8

%�

�

12.0

%�

�

(a)	Represents new engagements opened in the respective period.

�

(b)	EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures (see attached reconciliations).

�

(c)	Adjusted results are non-GAAP financial measures that exclude the following (see attached reconciliations):

�

��

Second Quarter

�

��

Year to Date

�

��

FY�15

�

��

FY�14

�

��

FY�15

�

��

FY�14

�

Restructuring charges

��

1.4

��

1.2

��

Futurestep

Fee revenue was $40.4 million in Q2 FY�15, an increase of $8.5 million, or 26.6% (27.3% on a constant currency basis), compared to the year-ago quarter. The increase in fee revenue was driven by an 18.4% increase in the weighted average fees billed per engagement and a 6.9% increase in the engagements billed in Q2 FY�15 compared to Q2 FY�14. The increase in the weighted average fees billed per engagement resulted from a 35.7% increase in fee revenue from recruitment process outsourcing and a 33.3% increase in professional recruitment.

Adjusted EBITDA was $5.6 million during Q2 FY�15, an increase of $2.6 million, or 86.7%, compared to Q2 FY�14, due primarily to the increase in fee revenue of $8.5 million and an increase in compensation and benefit expenses of $5.5 million due to an increase in salaries and related payroll taxes and performance related bonus expense, both related to an increase in profitability and headcount as well as the continued adoption of our strategy, including referrals between lines of business. In addition, the use of outside contractors (cost of services expense) increased $0.7 million driven by the growth in our recruitment process outsourcing business.

On a GAAP basis, operating income was $5.1 million in Q2 FY�15, an increase of $2.5 million, compared to Q2 FY�14, resulting in an operating margin of 12.8% in the current quarter compared to 8.0% in the year-ago quarter. The increase in operating income was due to the same factors impacting Adjusted EBITDA.

Outlook

Assuming worldwide economic conditions, financial markets and foreign exchange rates remain steady, fee revenue is expected to be in the range of $241�million to $251�million in Q3 FY�15 and diluted earnings per share are likely to be in the range of $0.43 to $0.49.

Earnings Conference Call Webcast

The earnings conference call will be held today at 5:00 PM (EST) and hosted by CEO Gary Burnison, CFO Robert Rozek and SVP Finance Gregg Kvochak. The conference call will be webcast and available online at www.kornferry.com, accessible through the Investor Relations section. We will also post to this section of our website earnings slides, which will accompany our webcast, and other important information, and encourage you to review the information that we make available on our website.

About Korn Ferry

At Korn Ferry, we design, build, attract and ignite talent. Since our inception, clients have trusted us to help recruit world-class leadership. Today, we are a single source for leadership and talent consulting services to empower businesses and leaders to reach their goals. Our solutions range from executive recruitment and leadership development programs, to enterprise learning, succession planning and recruitment process outsourcing (RPO). Visit www.kornferry.com for more information on Korn Ferry, and www.kornferryinstitute.com for thought leadership, intellectual property and research.

Forward-Looking Statements

Statements in this press release and our conference call that relate to future results and events (�forward-looking statements�) are based on Korn Ferry�s current expectations. These statements, which include words such as �believes�, �expects� or �likely� include references to our outlook. Readers are cautioned not to place undue reliance on such statements. Actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry. The potential risks and uncertainties include those relating to competition, the dependence on attracting and retaining qualified and experienced consultants, our ability to successfully integrate acquired businesses, maintaining our brand name and professional reputation, potential legal liability, the portability of client relationships, global and local political or economic developments in or affecting countries where we have operations, currency fluctuations in our international operations, risks related to the growth, alignment of our cost structure with our growth, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities, limited protection of our intellectual property, our ability to enhance and develop new technology, our ability to develop new products and services, consolidation of industries we serve, our ability to successfully recover from a disaster or other business continuity problems, changes in our accounting estimates/assumptions, impairment of goodwill and other intangible assets, deferred tax assets, seasonality, our ability to successfully rationalize our cost structure and employment liability risk. For a detailed description of risks and uncertainties that could cause differences, please refer to Korn Ferry�s periodic filings with the Securities and Exchange Commission. Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (�GAAP�).�In particular, it includes:

�

adjusted operating income and operating margin, adjusted to exclude restructuring, integration/acquisition and separation costs;

�

adjusted net income, adjusted to exclude restructuring, integration/acquisition and separation costs, net of income tax effect;

�

adjusted basic and diluted earnings per share, adjusted to exclude restructuring, integration/acquisition and separation costs, net of income tax effect;

�

constant currency amounts that represent the outcome that would have resulted had exchange rates in the reported period been the same as those in effect in the comparable prior year period;

�

EBITDA, or earnings before interest, taxes, depreciation and amortization and EBITDA margin; and

�

adjusted EBITDA, which is EBITDA further adjusted to exclude restructuring, integration/acquisition and separation costs, and adjusted EBITDA margin.

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company�s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of non-GAAP financial measures in this press release provides meaningful supplemental information regarding Korn Ferry�s performance by excluding certain charges

and other items that may not be indicative of Korn Ferry�s ongoing operating results. The use of these non-GAAP financial measures facilitate comparisons to Korn Ferry�s historical performance. Korn Ferry includes these non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry�s ongoing operations and financial and operational decision-making. In the case of constant currency amounts, management believes the presentation of such information provides meaningful supplemental information regarding Korn Ferry�s performance as excluding the impact of exchange rate changes on Korn Ferry�s financial performance allows investors to make more meaningful period-to-period comparisons of the Company�s operating results, to better identify operating trends that may otherwise be masked or distorted by exchange rate changes and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry�s ongoing operations and financial and operational decision-making.

[Tables attached]

KORN FERRY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

�

��

Three Months Ended
October�31,

�

Six Months Ended
October�31,

�

��

2014

�

2013

�

2014

�

2013

�

��

(unaudited)

�

Fee revenue

��

255,702

��

�

237,968

��

�

506,890

��

�

466,405

��

Reimbursed out-of-pocket engagement expenses

��

�

9,015

��

�

8,269

��

�

18,152

��

�

17,419

��

�

Total revenue

��

�

264,717

��

�

246,237

��

�

525,042

��

�

483,824

��

�

Compensation and benefits

��

�

174,656

��

�

161,296

��

�

343,762

��

�

314,066

��

General and administrative expenses

��

�

30,145

��

�

35,795

��

�

67,513

��

�

75,666

��

Reimbursed expenses

��

�

9,015

��

�

8,269

��

�

18,152

��

�

17,419

��

Cost of services

��

�

9,706

��

�

11,132

��

�

19,171

��

�

20,641

��

Depreciation and amortization

��

�

6,779

��

�

6,580

��

�

13,549

��

�

12,524

��

Restructuring charges, net

��

�

��

�

��

�

9,886

��

�

3,682

��

�

Total operating expenses

��

�

230,301

��

�

223,072

��

�

472,033

��

�

443,998

��

�

Operating income

��

�

34,416

��

�

23,165

��

�

53,009

��

�

39,826

��

Other income, net

��

�

2,362

��

�

4,352

��

�

4,539

��

�

6,619

��

Interest expense, net

��

�

(920

)�

�

(638

)�

�

(1,714

)�

�

(1,229

)�

��

�

Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries

��

�

35,858

��

�

26,879

��

�

55,834

��

�

45,216

��

Equity in earnings of unconsolidated subsidiaries

��

�

452

��

�

557

��

�

918

��

�

1,022

��

Income tax provision

��

�

10,907

��

�

8,677

��

�

16,816

��

�

16,062

��

�

Net income

��

25,403

��

�

18,759

��

�

39,936

��

�

30,176

��

�

Earnings per common share:

��

�

Basic

��

0.52

��

�

0.39

��

�

0.82

��

�

0.63

��

�

Diluted

��

0.51

��

�

0.38

��

�

0.80

��

�

0.62

��

�

Weighted-average common shares outstanding:

��

�

Basic

��

�

49,082

��

�

48,118

��

�

48,893

��

�

47,892

��

�

Diluted

��

�

49,740

��

�

48,816

��

�

49,720

��

�

48,748

��

�

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY SEGMENT

(in thousands)

(unaudited)

�

��

Three Months Ended October�31,

�

Six Months Ended October�31,

�

��

2014

�

2013

�

%
Change

�

2014

�

2013

�

%
Change

�

Fee Revenue:

��

�

Executive recruitment:

��

�

North America

��

82,729

��

�

75,183

��

�

%�

�

165,029

��

�

149,330

��

�

%�

EMEA

��

�

36,675

��

�

34,221

��

�

%�

�

76,972

��

�

68,598

��

�

%�

Asia Pacific

��

�

21,157

��

�

21,722

��

�

%)�

�

40,691

��

�

42,850

��

�

%)�

South America

��

�

8,369

��

�

8,866

��

�

%)�

�

14,653

��

�

15,869

��

�

%)�

��

�

Total executive recruitment

��

�

148,930

��

�

139,992

��

�

%�

�

297,345

��

�

276,647

��

�

%�

Leadership�& Talent Consulting

��

�

66,408

��

�

66,078

��

�

%�

�

129,956

��

�

126,140

��

�

%�

Futurestep

��

�

40,364

��

�

31,898

��

�

%�

�

79,589

��

�

63,618

��

�

%�

��

�

Total fee revenue

��

�

255,702

��

�

237,968

��

�

%�

�

506,890

��

�

466,405

��

�

%�

Reimbursed out-of-pocket engagement expenses

��

�

9,015

��

�

8,269

��

�

%�

�

18,152

��

�

17,419

��

�

%�

��

�

Total revenue

��

264,717

��

�

246,237

��

�

%�

�

525,042

��

�

483,824

��

�

%�

��

�

Reconciliation of Operating Income
(GAAP) to Adjusted Operating�Income

��

�

��

�

Margin

�

Margin

�

Margin

�

Margin

�

Operating Income:

��

�

Executive recruitment:

��

�

North America

��

19,117

��

�

23.1

%�

�

15,530

��

�

20.7

%�

�

38,115

��

�

23.1

%�

�

31,854

��

�

21.3

%�

EMEA

��

�

5,621

��

�

15.3

%�

�

5,860

��

�

17.1

%�

�

8,264

��

�

10.7

%�

�

11,820

��

�

17.2

%�

Asia Pacific

��

�

3,424

��

�

16.2

%�

�

4,472

��

�

20.6

%�

�

5,946

��

�

14.6

%�

�

8,972

��

�

20.9

%�

South America

��

�

1,699

��

�

20.3

%�

�

2,265

��

�

25.5

%�

�

1,772

��

�

12.1

%�

�

3,761

��

�

23.7

%�

��

�

Total executive recruitment

��

�

29,861

��

�

20.1

%�

�

28,127

��

�

20.1

%�

�

54,097

��

�

18.2

%�

�

56,407

��

�

20.4

%�

Leadership�& Talent Consulting

��

�

7,762

��

�

11.7

%�

�

7,006

��

�

10.6

%�

�

11,222

��

�

8.6

%�

�

11,341

��

�

9.0

%�

Futurestep

��

�

5,150

��

�

12.8

%�

�

2,539

��

�

8.0

%�

�

8,607

��

�

10.8

%�

�

5,084

��

�

8.0

%�

Corporate

��

�

(8,357

)�

�

(14,507

)�

�

(20,917

)�

�

(33,006

)�

�

��

�

Total operating income

��

34,416

��

�

13.5

%�

�

23,165

��

�

9.7

%�

�

53,009

��

�

10.5

%�

�

39,826

��

�

8.5

%�

��

�

Restructuring, Separation, and
Integration/Acquisition Costs,�net:

��

�

Executive recruitment:

��

�

North America

��

�

0.0

%�

�

��

�

0.0

%�

�

1,151

��

�

0.7

%�

�

816

��

�

0.6

%�

EMEA

��

�

��

�

0.0

%�

�

��

�

0.0

%�

�

3,987

��

�

5.2

%�

�

460

��

�

0.7

%�

Asia Pacific

��

�

��

�

0.0

%�

�

��

�

0.0

%�

�

��

�

0.1

%�

�

��

�

0.2

%�

South America

��

�

��

�

0.0

%�

�

��

�

��

�

377

��

�

2.6

%�

�

��

�

��

�

Total executive recruitment

��

�

��

�

0.0

%�

�

��

�

0.0

%�

�

5,532

��

�

1.9

%�

�

1,336

��

�

0.5

%�

Leadership�& Talent Consulting

��

�

��

�

0.0

%�

�

��

�

0.0

%�

�

2,758

��

�

2.2

%�

�

1,149

��

�

0.9

%�

Futurestep

��

�

��

�

0.0

%�

�

��

�

0.0

%�

�

1,424

��

�

1.8

%�

�

1,134

��

�

1.8

%�

Corporate

��

�

��

�

2,000

��

�

172

��

�

4,957

��

�

��

�

Total restructuring, separation, and integration/acquisition costs, net

��

�

0.0

%�

�

2,000

��

�

0.9

%�

�

9,886

��

�

1.9

%�

�

8,576

��

�

1.9

%�

��

�

Adjusted Operating Income:
(Excluding Restructuring, Separation, and ��Integration/Acquisition Costs, net)

��

�

��

�

Margin

�

Margin

�

Margin

�

Margin

�

Executive recruitment:

��

�

North America

��

19,117

��

�

23.1

%�

�

15,530

��

�

20.7

%�

�

39,266

��

�

23.8

%�

�

32,670

��

�

21.9

%�

EMEA

��

�

5,621

��

�

15.3

%�

�

5,860

��

�

17.1

%�

�

12,251

��

�

15.9

%�

�

12,280

��

�

17.9

%�

Asia Pacific

��

�

3,424

��

�

16.2

%�

�

4,472

��

�

20.6

%�

�

5,963

��

�

14.7

%�

�

9,032

��

�

21.1

%�

South America

��

�

1,699

��

�

20.3

%�

�

2,265

��

�

25.5

%�

�

2,149

��

�

14.7

%�

�

3,761

��

�

23.7

%�

��

�

Total executive recruitment

��

�

29,861

��

�

20.1

%�

�

28,127

��

�

20.1

%�

�

59,629

��

�

20.1

%�

�

57,743

��

�

20.9

%�

Leadership�& Talent Consulting

��

�

7,762

��

�

11.7

%�

�

7,006

��

�

10.6

%�

�

13,980

��

�

10.8

%�

�

12,490

��

�

9.9

%�

Futurestep

��

�

5,150

��

�

12.8

%�

�

2,539

��

�

8.0

%�

�

10,031

��

�

12.6

%�

�

6,218

��

�

9.8

%�

Corporate

��

�

(8,357

)�

�

(12,507

)�

�

(20,745

)�

�

(28,049

)�

�

��

�

Total adjusted operating income

��

34,416

��

�

13.5

%�

�

25,165

��

�

10.6

%�

�

62,895

��

�

12.4

%�

�

48,402

��

�

10.4

%�

��

�

KORN FERRY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

�


�	��	October�31, 2014		�	�	April�30, 2014		�
ASSETS	��	(unaudited)		�	�	�		�
Cash and cash equivalents	��	$	248,190	��	�	$	333,717	��
Marketable securities	��	�	25,973	��	�	�	9,566	��
Receivables due from clients, net of allowance for doubtful accounts of $10,327 and $9,513, respectively	��	�	211,718	��	�	�	175,986	��
Income taxes and other receivables	��	�	14,317	��	�	�	8,244	��
Deferred income taxes	��	�	4,068	��	�	�	4,486	��
Prepaid expenses and other assets	��	�	32,493	��	�	�	29,955	��
	��	�	�	�	�	�	�	�
Total current assets	��	�	536,759	��	�	�	561,954	��
	��	�	�	�	�	�	�	�
Marketable securities, non-current	��	�	125,892	��	�	�	124,993	��
Property and equipment, net	��	�	61,475	��	�	�	60,434	��
Cash surrender value of company owned life insurance policies, net of loans	��	�	98,989	��	�	�	94,274	��
Deferred income taxes	��	�	52,813	��	�	�	55,039	��
Goodwill	��	�	251,915	��	�	�	257,582	��
Intangible assets, net	��	�	45,491	��	�	�	49,560	��
Investments and other assets	��	�	34,569	��	�	�	29,830	��
	��	�	�	�	�	�	�	�
Total assets	��	$	1,207,903	��	�	$	1,233,666	��
	��	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS� EQUITY	��				�
Accounts payable	��	$	19,503	��	�	$	19,375	��
Income taxes payable	��	�	8,240	��	�	�	13,014	��
Compensation and benefits payable	��	�	140,691	��	�	�	192,035	��
Other accrued liabilities	��	�	63,554	��	�	�	62,509	��
	��	�	�	�	�	�	�	�
Total current liabilities	��	�	231,988	��	�	�	286,933	��
	��	�	�	�	�	�	�	�
Deferred compensation and other retirement plans	��	�	167,653	��	�	�	169,235	��
Other liabilities	��	�	21,624	��	�	�	21,962	��
	��	�	�	�	�	�	�	�
Total liabilities	��	�	421,265	��	�	�	478,130	��
	��	�	�	�	�	�	�	�
Stockholders� equity	��				�
Common stock: $0.01 par value, 150,000 shares authorized, 62,826 and 62,282 shares issued and 50,364 and 49,811 shares outstanding, respectively	��	�	456,076	��	�	�	449,631	��
Retained earnings	��	�	348,717	��	�	�	308,781	��
Accumulated other comprehensive loss, net	��	�	(17,671	)�	�	�	(2,388	)�
	��	�	�	�	�	�	�	�
Stockholders� equity	��	�	787,122	��	�	�	756,024	��
Less: notes receivable from stockholders	��	�	(484	)�	�	�	(488	)�
	��	�	�	�	�	�	�	�
Total stockholders� equity	��	�	786,638	��	�	�	755,536	��
	��	�	�	�	�	�	�	�
Total liabilities and stockholders� equity	��	$	1,207,903	��	�	$	1,233,666	��
	��	�	�	�	�	�	�	�

KORN FERRY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

RECONCILIATION OF AS REPORTED (GAAP) TO AS ADJUSTED (NON-GAAP)

(in thousands, except per share amounts)

(unaudited)

�

��

Three Months Ended
October�31, 2014

�

Three Months Ended
October�31, 2013

�

��

As�Reported

�

Adjustments

�

��

As�Adjusted

�

As�Reported

�

Adjustments

�

As�Adjusted

�

Fee revenue

��

255,702

��

�

��

255,702

��

�

237,968

��

�

237,968

��

Reimbursed out-of-pocket engagement expenses

��

�

9,015

��

�

��

�

9,015

��

�

8,269

��

�

8,269

��

�

��

�

Total revenue

��

�

264,717

��

�

��

�

264,717

��

�

246,237

��

�

246,237

��

�

��

�

Compensation and benefits

��

�

174,656

��

�

��

�

174,656

��

�

161,296

��

�

(2,000

)�

�

159,296

��

General and administrative expenses

��

�

30,145

��

�

��

�

30,145

��

�

35,795

��

�

35,795

��

Reimbursed expenses

��

�

9,015

��

�

��

�

9,015

��

�

8,269

��

�

8,269

��

Cost of services

��

�

9,706

��

�

��

�

9,706

��

�

11,132

��

�

11,132

��

Depreciation and amortization

��

�

6,779

��

�

��

�

6,779

��

�

6,580

��

�

6,580

��

Restructuring charges, net

��

�

��

�

��

�

��

�

��

�

��

�

��

�

��

�

Total operating expenses

��

�

230,301

��

�

��

�

230,301

��

�

223,072

��

�

(2,000

)�

�

221,072

��

�

��

�

Operating income

��

�

34,416

��

�

��

�

34,416

��

�

23,165

��

�

2,000

��

�

25,165

��

Other income, net

��

�

2,362

��

�

��

�

2,362

��

�

4,352

��

�

4,352

��

Interest expense, net

��

�

(920

)�

�

��

�

(920

)�

�

(638

)�

�

(638

)�

��

�

��

�

Income before provision for income taxes and equity in earnings of ��unconsolidated�subsidiaries

��

�

35,858

��

�

��

�

35,858

��

�

26,879

��

�

2,000

��

�

28,879

��

Equity in earnings of unconsolidated subsidiaries

��

�

452

��

�

��

�

452

��

�

557

��

�

557

��

Income tax provision (1)�(2)

��

�

10,907

��

�

��

�

10,907

��

�

8,677

��

�

791

��

�

9,468

��

�

��

�

Net income

��

25,403

��

�

��

25,403

��

�

18,759

��

�

1,209

��

�

19,968

��

�

��

�

Earnings per common share:

��

�

��

�

Basic

��

0.52

��

�

��

0.52

��

�

0.39

��

�

0.41

��

�

��

�

Diluted

��

0.51

��

�

��

0.51

��

�

0.38

��

�

0.41

��

�

��

�

Weighted-average common shares outstanding:

��

�

��

�

Basic

��

�

49,082

��

�

��

�

49,082

��

�

48,118

��

�

48,118

��

�

��

�

Diluted

��

�

49,740

��

�

��

�

49,740

��

�

48,816

��

�

48,816

��

�

��

�

Explanation of Non-GAAP Adjustments

(1)	The adjustments result in an effective tax rate of 33% for the as adjusted amounts for the three months ended October�31, 2013.

(2)	The three months ended October�31, 2013 includes the tax effect on separation charges.

KORN FERRY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

RECONCILIATION OF AS REPORTED (GAAP) TO AS ADJUSTED (NON-GAAP)

(in thousands, except per share amounts)

(unaudited)

�

��

Six Months Ended
October�31, 2014

�

Six Months Ended
October�31, 2013

�

��

As�Reported

�

Adjustments

�

As�Adjusted

�

As�Reported

�

Adjustments

�

As�Adjusted

�

Fee revenue

��

506,890

��

�

506,890

��

�

466,405

��

�

466,405

��

Reimbursed out-of-pocket engagement expenses

��

�

18,152

��

�

18,152

��

�

17,419

��

�

17,419

��

�

Total revenue

��

�

525,042

��

�

525,042

��

�

483,824

��

�

483,824

��

�

Compensation and benefits

��

�

343,762

��

�

��

�

343,762

��

�

314,066

��

�

(4,500

)�

�

309,566

��

General and administrative expenses

��

�

67,513

��

�

��

�

67,513

��

�

75,666

��

�

(394

)�

�

75,272

��

Reimbursed expenses

��

�

18,152

��

�

18,152

��

�

17,419

��

�

17,419

��

Cost of services

��

�

19,171

��

�

19,171

��

�

20,641

��

�

20,641

��

Depreciation and amortization

��

�

13,549

��

�

13,549

��

�

12,524

��

�

12,524

��

Restructuring charges, net

��

�

9,886

��

�

(9,886

)�

�

��

�

3,682

��

�

(3,682

)�

�

��

�

Total operating expenses

��

�

472,033

��

�

(9,886

)�

�

462,147

��

�

443,998

��

�

(8,576

)�

�

435,422

��

�

Operating income

��

�

53,009

��

�

9,886

��

�

62,895

��

�

39,826

��

�

8,576

��

�

48,402

��

Other income, net

��

�

4,539

��

�

4,539

��

�

6,619

��

�

6,619

��

Interest expense, net

��

�

(1,714

)�

�

(1,714

)�

�

(1,229

)�

�

(1,229

)�

��

�

Income before provision for income taxes and equity in earnings of ��unconsolidated�subsidiaries

��

�

55,834

��

�

9,886

��

�

65,720

��

�

45,216

��

�

8,576

��

�

53,792

��

Equity in earnings of unconsolidated subsidiaries

��

�

918

��

�

918

��

�

1,022

��

�

1,022

��

Income tax provision (1)�(2)

��

�

16,816

��

�

2,942

��

�

19,758

��

�

16,062

��

�

2,796

��

�

18,858

��

�

Net income

��

39,936

��

�

6,944

��

�

46,880

��

�

30,176

��

�

5,780

��

�

35,956

��

�

Earnings per common share:

��

�

Basic

��

0.82

��

�

0.96

��

�

0.63

��

�

0.75

��

�

Diluted

��

0.80

��

�

0.94

��

�

0.62

��

�

0.74

��

�

Weighted-average common shares outstanding:

��

�

Basic

��

�

48,893

��

�

48,893

��

�

47,892

��

�

47,892

��

�

Diluted

��

�

49,720

��

�

49,720

��

�

48,748

��

�

48,748

��

�

Explanation of Non-GAAP Adjustments

(1)	The adjustments result in an effective tax rate of 30% and 35% for the as adjusted amounts for the six months ended October�31, 2014 and 2013, respectively.

(2)	The six months ended October�31, 2014 includes the tax effect on restructuring charges, while the six months ended October�31, 2013 includes the tax effect on restructuring charges, separation costs, and integration/acquisition costs associated with the acquisition of PDI Ninth House.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF NET INCOME AND OPERATING INCOME (GAAP) TO

EBITDA AND ADJUSTED EBITDA (NON-GAAP)

(in thousands)

(unaudited)

�

��

Three Months Ended October�31, 2014

�

��

Executive
Recruitment

�

Leadership
& Talent
Consulting

�

Futurestep

�

Corporate

�

Consolidated

�

Fee revenue

��

148,930

��

�

66,408

��

�

40,364

��

�

��

�

255,702

��

�

Net income

��

�

25,403

��

Other income, net

��

�

(2,362

)�

Interest expense, net

��

�

920

��

Equity�in�earnings�of�unconsolidated�subsidiaries

��

�

(452

)�

Income tax provision

��

�

10,907

��

�

Operating income (loss)

��

29,861

��

�

7,762

��

�

5,150

��

�

(8,357

)�

�

34,416

��

Depreciation and amortization

��

�

1,683

��

�

3,279

��

�

459

��

�

1,358

��

�

6,779

��

Other income (loss), net

��

�

355

��

�

(172

)�

�

��

�

2,154

��

�

2,362

��

Equity�in�earnings�of�unconsolidated�subsidiaries

��

�

110

��

�

��

�

��

�

342

��

�

452

��

�

EBITDA

��

�

32,009

��

�

10,869

��

�

5,634

��

�

(4,503

)�

�

44,009

��

�

EBITDA margin

��

�

21.5

%�

�

16.4

%�

�

14.0

%�

�

17.2

%�

Adjusted EBITDA

��

32,009

��

�

10,869

��

�

5,634

��

�

(4,503

)�

�

44,009

��

�

Adjusted EBITDA margin

��

�

21.5

%�

�

16.4

%�

�

14.0

%�

�

17.2

%�

�

��

Three Months Ended October�31, 2013

�

��

Executive
Recruitment

�

Leadership
& Talent
Consulting

�

Futurestep

�

Corporate

�

Consolidated

�

Fee revenue

��

139,992

��

�

66,078

��

�

31,898

��

�

��

�

237,968

��

�

Net income

��

�

18,759

��

Other income, net

��

�

(4,352

)�

Interest expense, net

��

�

638

��

Equity in earnings of unconsolidated subsidiaries

��

�

(557

)�

Income tax provision

��

�

8,677

��

�

Operating income (loss)

��

28,127

��

�

7,006

��

�

2,539

��

�

(14,507

)�

�

23,165

��

Depreciation and amortization

��

�

2,000

��

�

3,161

��

�

440

��

�

979

��

�

6,580

��

Other income (loss), net

��

�

451

��

�

��

�

(17

)�

�

3,873

��

�

4,352

��

Equity in earnings of unconsolidated subsidiaries

��

�

120

��

�

��

�

��

�

437

��

�

557

��

�

EBITDA

��

�

30,698

��

�

10,212

��

�

2,962

��

�

(9,218

)�

�

34,654

��

�

EBITDA margin

��

�

21.9

%�

�

15.5

%�

�

9.3

%�

�

14.6

%�

Separation costs

��

�

��

�

��

�

��

�

2,000

��

�

2,000

��

�

Adjusted EBITDA

��

30,698

��

�

10,212

��

�

2,962

��

�

(7,218

)�

�

36,654

��

�

Adjusted EBITDA margin

��

�

21.9

%�

�

15.5

%�

�

9.3

%�

�

15.4

%�

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF NET INCOME AND OPERATING INCOME (GAAP) TO

EBITDA AND ADJUSTED EBITDA (NON-GAAP)

(in thousands)

(unaudited)

�

��

Six Months Ended October�31, 2014

�

��

Executive
Recruitment

�

Leadership
& Talent
Consulting

�

Futurestep

�

Corporate

�

Consolidated

�

Fee revenue

��

297,345

��

�

129,956

��

�

79,589

��

�

��

�

506,890

��

�

Net income

��

�

39,936

��

Other income, net

��

�

(4,539

)�

Interest expense, net

��

�

1,714

��

Equity in earnings of unconsolidated subsidiaries

��

�

(918

)�

Income tax provision

��

�

16,816

��

�

Operating income (loss)

��

54,097

��

�

11,222

��

�

8,607

��

�

(20,917

)�

�

53,009

��

Depreciation and amortization

��

�

3,455

��

�

6,531

��

�

905

��

�

2,658

��

�

13,549

��

Other income, net

��

�

672

��

�

��

�

��

�

3,799

��

�

4,539

��

Equity in earnings of unconsolidated subsidiaries

��

�

178

��

�

��

�

��

�

740

��

�

918

��

�

EBITDA

��

�

58,402

��

�

17,798

��

�

9,535

��

�

(13,720

)�

�

72,015

��

�

EBITDA margin

��

�

19.6

%�

�

13.7

%�

�

12.0

%�

�

14.2

%�

Restructuring charges, net

��

�

5,532

��

�

2,758

��

�

1,424

��

�

172

��

�

9,886

��

�

Adjusted EBITDA

��

63,934

��

�

20,556

��

�

10,959

��

�

(13,548

)�

�

81,901

��

�

Adjusted EBITDA margin

��

�

21.5

%�

�

15.8

%�

�

13.8

%�

�

16.2

%�

�

��

Six Months Ended October�31, 2013

�

��

Executive
Recruitment

�

Leadership
& Talent
Consulting

�

Futurestep

�

Corporate

�

Consolidated

�

Fee revenue

��

276,647

��

�

126,140

��

�

63,618

��

�

��

�

466,405

��

�

Net income

��

�

30,176

��

Other income, net

��

�

(6,619

)�

Interest expense, net

��

�

1,229

��

Equity in earnings of unconsolidated subsidiaries

��

�

(1,022

)�

Income tax provision

��

�

16,062

��

�

Operating income (loss)

��

56,407

��

�

11,341

��

�

5,084

��

�

(33,006

)�

�

39,826

��

Depreciation and amortization

��

�

3,778

��

�

6,058

��

�

848

��

�

1,840

��

�

12,524

��

Other income, net

��

�

832

��

�

��

�

548

��

�

5,186

��

�

6,619

��

Equity in earnings of unconsolidated subsidiaries

��

�

222

��

�

��

�

��

�

800

��

�

1,022

��

�

EBITDA

��

�

61,239

��

�

17,452

��

�

6,480

��

�

(25,180

)�

�

59,991

��

�

EBITDA margin

��

�

22.1

%�

�

13.8

%�

�

10.2

%�

�

12.9

%�

Restructuring charges, net

��

�

1,336

��

�

1,149

��

�

1,134

��

�

��

�

3,682

��

Separation costs

��

�

��

�

��

�

��

�

4,500

��

�

4,500

��

Integration/acquisition costs

��

�

��

�

��

�

��

�

394

��

�

394

��

�

Adjusted EBITDA

��

62,575

��

�

18,601

��

�

7,614

��

�

(20,223

)�

�

68,567

��

�

Adjusted EBITDA margin

��

�

22.6

%�

�

14.7

%�

�

12.0

%�

�

14.7

%�

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