Part I. Financial Information [Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) Korn Ferry experienced a significant downturn in Q1 FY2021 due to COVID-19, reporting decreased revenue, a net loss, and negative operating cash flow [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) | Balance Sheet Items | July 31, 2020 (in thousands) | April 30, 2020 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $1,093,282 | $1,237,083 | | **Total Assets** | $2,618,103 | $2,743,828 | | **Total Current Liabilities** | $491,331 | $624,207 | | **Total Liabilities** | $1,400,082 | $1,520,137 | | **Total Stockholders' Equity** | $1,218,021 | $1,223,691 | - Cash and cash equivalents decreased from **$689.2 million** at April 30, 2020, to **$542.8 million** at July 31, 2020[7](index=7&type=chunk) [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) | Income Statement Items | Three Months Ended July 31, 2020 (in thousands) | Three Months Ended July 31, 2019 (in thousands) | | :--- | :--- | :--- | | **Total Revenue** | $346,883 | $496,198 | | **Total Operating Expenses** | $390,678 | $435,864 | | **Operating (Loss) Income** | $(43,795) | $60,334 | | **Net (Loss) Income Attributable to Korn Ferry** | $(30,833) | $42,951 | | **Diluted (Loss) Earnings Per Share** | $(0.58) | $0.76 | - The company incurred restructuring charges of **$27.5 million** in the quarter ended July 31, 2020, with no similar charges in the prior-year period[9](index=9&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Items | Three Months Ended July 31, 2020 (in thousands) | Three Months Ended July 31, 2019 (in thousands) | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(144,262) | $(161,919) | | **Net Cash Used in Investing Activities** | $(13,210) | $(9,209) | | **Net Cash Used in Financing Activities** | $(7,805) | $(24,927) | | **Net Decrease in Cash and Cash Equivalents** | $(146,458) | $(201,723) | [Notes to Consolidated Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) - The company operates through four global segments: Consulting, Digital, Executive Search, and Recruitment Process Outsourcing (RPO) & Professional Search[24](index=24&type=chunk) - In response to the COVID-19 pandemic, the company adopted a restructuring plan, resulting in charges of **$27.5 million** for the quarter, primarily for severance costs[93](index=93&type=chunk) | Industry | Fee Revenue Q1'21 (in thousands) | % of Total | Fee Revenue Q1'20 (in thousands) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Industrial | $95,311 | 27.7% | $138,312 | 28.5% | | Financial Services | $65,727 | 19.1% | $86,212 | 17.8% | | Life Sciences/Healthcare | $65,450 | 19.0% | $82,265 | 17.0% | | Consumer Goods | $44,778 | 13.0% | $71,698 | 14.8% | | Technology | $49,324 | 14.4% | $70,803 | 14.6% | | Education/Non-Profit/General | $23,507 | 6.8% | $35,259 | 7.3% | - As of July 31, 2020, the company had **$400 million** in 4.625% Senior Unsecured Notes due 2027 and no outstanding balance on its **$650 million** revolving credit facility[100](index=100&type=chunk)[102](index=102&type=chunk)[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the revenue decline to COVID-19, initiated a restructuring plan to reduce costs, and affirms sufficient liquidity despite operating losses and negative cash flow [The Impact of COVID-19](index=27&type=section&id=The%20Impact%20of%20COVID-19) - The COVID-19 pandemic severely restricted economic activity, leading to a significant decrease in demand for the company's products and services across all business segments and geographies in Q1 FY2021[121](index=121&type=chunk) - On April 20, 2020, the company initiated a restructuring plan to adjust its cost base, which included workforce reductions, temporary furloughs, salary reductions, and other G&A cost-saving measures[123](index=123&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) | Segment | Fee Revenue Q1'21 (in millions) | Fee Revenue Q1'20 (in millions) | YoY Change | | :--- | :--- | :--- | :--- | | Consulting | $99.3 | $137.5 | -28% | | Digital | $56.0 | $58.0 | -3% | | Executive Search | $120.1 | $193.2 | -38% | | RPO & Professional Search | $68.7 | $95.8 | -28% | | **Total** | **$344.1** | **$484.5** | **-29%** | - Compensation and benefits expense decreased by **14%** to **$284.0 million**, primarily due to an **11%** decrease in average headcount and other cost-saving actions[148](index=148&type=chunk) - General and administrative expenses fell **28%** to **$47.1 million**, driven by lower marketing, premises, legal, and travel-related expenses[155](index=155&type=chunk) - The company recorded an operating loss of **$43.8 million**, a **$104.1 million** decrease from the **$60.3 million** operating income in the prior-year quarter, driven by lower revenue and restructuring charges[165](index=165&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) - The company's capital allocation priorities are investing in growth, returning capital to stockholders via a regular quarterly dividend of **$0.10 per share**, and opportunistic share repurchases[182](index=182&type=chunk)[187](index=187&type=chunk) - As of July 31, 2020, the company had cash, cash equivalents, and marketable securities of **$733.0 million** and **$646.0 million** available for borrowing under its revolving credit facility[190](index=190&type=chunk)[186](index=186&type=chunk) - Net cash used by operating activities was **$144.3 million** for the quarter, primarily due to the payment of annual bonuses earned in fiscal 2020[192](index=192&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign currency fluctuations and interest rate changes, managed through forward contracts and limited by fixed-rate debt - The company is exposed to foreign currency risk, primarily from the Pound Sterling, Canadian Dollar, Euro, and other major currencies. A hypothetical **10%** change in these exchange rates could result in a gain or loss of **$12.3 million**[208](index=208&type=chunk) - Interest rate risk is limited to the company's revolving credit facility, which had no outstanding balance as of July 31, 2020, and borrowings against company-owned life insurance (COLI) policies[209](index=209&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded disclosure controls were effective as of July 31, 2020, with no material changes in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of July 31, 2020[211](index=211&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[212](index=212&type=chunk) Part II. Other Information [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business - As of the report date, the company is not engaged in any legal proceedings expected to have a material adverse effect on its business[214](index=214&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have been made to the risk factors described in the company's Form 10-K for the year ended April 30, 2020[215](index=215&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company did not repurchase shares during the quarter, withheld **161,027** shares for taxes, and has **$158.3 million** remaining for repurchases - The company did not repurchase any shares as part of its publicly announced program during the three months ended July 31, 2020[216](index=216&type=chunk) - A total of **161,027** restricted shares were withheld to cover taxes on vested awards[216](index=216&type=chunk) - As of July 31, 2020, **$158.3 million** remained available for future repurchases under the existing program[216](index=216&type=chunk)[217](index=217&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents and CEO/CFO certifications - The report includes standard exhibits such as CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1) and Inline XBRL data files[219](index=219&type=chunk)

Korn Ferry (NYSE:KFY) Q1 2021 Earnings Conference Call September 3, 2020 12:00 PM ET Company Participants Gary Burnison - Chief Executive Officer Robert Rozek - Chief Financial Officer, Executive Vice President and Chief Corporate Officer Gregg Kvochak - Senior Vice President, Investor Relations Conference Call Participants Tobey Sommer - SunTrust Robinson Humphrey Samuel Kusswurm - William Blair & Company Mark Marcon - Robert W. Baird & Co., Inc. Marc Riddick - Sidoti & Company Operator Ladies and gentleme ...

KORN FERRY FY'21 Q1 Earnings Call Presentation September 3, 2020 SAFE HARBOR STATEMENT Statements in this presentation that relate to future results and events are based on Korn Ferry's current expectations. You are cautioned not to place undue reliance on such statements. Actual results in future periods may differ materially from those currently expected because of a number of risks and uncertainties that are beyond the control of Korn Ferry. For a detailed description of such risks and uncertainties, ple ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____to _____ Commission File Number 001-14505 KORN FERRY (Exact Name of Registrant as Specified in its Charter) Delaware 95-2623879 (State or Other Jurisdiction of Incorporation ...

Korn Ferry (NYSE:KFY) Q4 2020 Earnings Conference Call July 2, 2020 12:00 PM ET Company Participants Gary Burnison - Chief Executive Officer Robert Rozek - Chief Financial Officer Gregg Kvochak - Senior Vice President, Investor Relations Conference Call Participants Tim Mulrooney - William Blair George Tong - Goldman Sachs Mark Marcon - Baird Marc Riddick - Sidoti Operator Ladies and gentlemen, thank you for standing by, and welcome to the Korn Ferry Fourth Quarter Fiscal Year 2020 Conference Call. At this ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission File Number 001-14505 KORN FERRY (Exact Name of Registrant as Specified in its Charter) Delaware 95-2623879 (State or Other Jurisdi ...

Part I. Financial Information [Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three and six months ended October 31, 2019 and 2018, notably impacted by the new ASC 842 lease accounting standard [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of October 31, 2019, total assets increased to **$2.49 billion** from **$2.33 billion** due to **$214.4 million** in operating lease right-of-use assets, while cash and cash equivalents decreased from **$626.4 million** to **$464.4 million** Consolidated Balance Sheet Highlights (in thousands) | Account | October 31, 2019 | April 30, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $464,423 | $626,360 | | Total current assets | $1,049,498 | $1,136,810 | | Operating lease right-of-use assets, net | $214,421 | $— | | Goodwill | $578,307 | $578,298 | | **Total assets** | **$2,486,281** | **$2,334,852** | | **Liabilities & Equity** | | | | Total current liabilities | $450,465 | $550,958 | | Operating lease liability, non-current | $200,266 | $— | | Long-term debt | $273,310 | $222,878 | | **Total liabilities** | **$1,227,790** | **$1,091,465** | | **Total stockholders' equity** | **$1,258,491** | **$1,243,387** | - The company adopted a new lease accounting standard (ASC 842) in fiscal 2020, resulting in the recognition of operating lease right-of-use assets of **$214.4 million** and corresponding lease liabilities (current and non-current) of **$248.8 million** as of October 31, 2019[7](index=7&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) For the three months ended October 31, 2019, fee revenue slightly decreased to **$492.4 million**, operating income declined to **$61.9 million**, and net income attributable to Korn Ferry was **$42.8 million** or **$0.77** per diluted share Consolidated Income Statement Summary (in thousands, except per share data) | Metric | Q2 FY2020 (3 mo ended Oct 31, '19) | Q2 FY2019 (3 mo ended Oct 31, '18) | YTD FY2020 (6 mo ended Oct 31, '19) | YTD FY2019 (6 mo ended Oct 31, '18) | | :--- | :--- | :--- | :--- | :--- | | Fee Revenue | $492,389 | $495,205 | $976,938 | $960,773 | | Total Revenue | $504,177 | $506,793 | $1,000,375 | $985,155 | | Operating Income | $61,869 | $70,987 | $122,203 | $15,868 | | Net Income Attributable to Korn Ferry | $42,804 | $46,034 | $85,755 | $7,423 | | Diluted EPS | $0.77 | $0.81 | $1.54 | $0.13 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended October 31, 2019, net cash used in operating activities significantly increased to **$104.1 million**, while net cash used in investing activities decreased to **$22.8 million**, and financing activities increased to **$31.4 million** Cash Flow Summary (in thousands) | Activity | Six Months Ended Oct 31, 2019 | Six Months Ended Oct 31, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(104,098) | $(32,189) | | Net cash used in investing activities | $(22,817) | $(53,416) | | Net cash used in financing activities | $(31,421) | $(27,440) | | **Net decrease in cash and cash equivalents** | **$(161,937)** | **$(133,169)** | [Notes to Consolidated Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) The notes detail accounting policies, segment performance, financial instruments, and key disclosures, including business segments and a subsequent restructuring plan - The company operates through three global segments: Korn Ferry Advisory, Executive Search, and Korn Ferry RPO & Professional Search[18](index=18&type=chunk) - In the prior year (six months ended Oct 31, 2018), the company recorded a non-cash intangible asset write-off of **$106.6 million** related to the discontinuation of sub-brands like Hay Group and Lominger as part of its rebranding to a single master brand[44](index=44&type=chunk) Fee Revenue by Industry (Six Months Ended Oct 31) | Industry | 2019 Fee Revenue (in thousands) | % of Total | 2018 Fee Revenue (in thousands) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Industrial | $278,917 | 28.5% | $279,699 | 29.1% | | Financial Services | $172,333 | 17.6% | $174,405 | 18.2% | | Life Sciences/Healthcare | $170,921 | 17.5% | $162,771 | 16.9% | | Consumer Goods | $147,060 | 15.1% | $150,662 | 15.7% | | Technology | $139,450 | 14.3% | $122,967 | 12.8% | - Subsequent to the quarter end, on November 1, 2019, the company adopted a restructuring plan related to recent acquisitions, with estimated costs of **$20.0 million to $26.0 million** for severance and office consolidation[114](index=114&type=chunk)[116](index=116&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 FY2020 performance, highlighting a **1%** fee revenue decrease to **$492.4 million** due to currency headwinds, alongside segment performance, liquidity, and capital allocation [Results of Operations](index=30&type=section&id=Results%20of%20Operations) For Q2 FY2020, fee revenue decreased **1%** year-over-year to **$492.4 million**, with Advisory and Executive Search declining, while RPO & Professional Search grew **18%**, leading to a **13%** decrease in operating income to **$61.9 million** Q2 FY2020 vs Q2 FY2019 Fee Revenue by Segment (in millions) | Segment | Q2 FY2020 | Q2 FY2019 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Advisory | $209.8 | $217.1 | $(7.3) | -3% | | Executive Search | $187.9 | $197.6 | $(9.7) | -5% | | RPO & Professional Search | $94.8 | $80.5 | $14.3 | +18% | | **Total Fee Revenue** | **$492.4** | **$495.2** | **$(2.8)** | **-1%** | Q2 FY2020 vs Q2 FY2019 Operating Income & Margin by Segment (in millions) | Segment | Q2 FY2020 Op. Income | Q2 FY2020 Margin | Q2 FY2019 Op. Income | Q2 FY2019 Margin | | :--- | :--- | :--- | :--- | :--- | | Advisory | $28.4 | 13.5% | $29.4 | 13.6% | | Executive Search | $41.2 | 21.9% | $51.5 | 26.0% | | RPO & Professional Search | $15.1 | 15.9% | $12.5 | 15.6% | | **Total Operating Income** | **$61.9** | **12.6%** | **$71.0** | **14.3%** | - For the six months ended October 31, 2018, the company took a one-time, non-cash write-off of tradenames of **$106.6 million**, which significantly impacted prior-year operating income, particularly in the Advisory segment[121](index=121&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a balanced capital allocation strategy focused on growth, dividends, and opportunistic share repurchases, with **$609.0 million** in cash and marketable securities and **$369.9 million** available under its revolving credit facility - Capital allocation priorities are: 1) investing in growth initiatives (hiring, IP development, M&A), 2) returning capital to shareholders via a regular quarterly dividend, and 3) opportunistic share repurchases[205](index=205&type=chunk) Liquidity Position as of October 31, 2019 | Item | Amount (in millions) | | :--- | :--- | | Cash and cash equivalents | $464.4 | | Marketable securities | $144.6 | | **Total Cash & Marketable Securities** | **$609.0** | | Revolver Availability | $369.9 | - The company repurchased approximately **$61.9 million** of its stock in the six months ended October 31, 2019. As of October 31, 2019, **$188.8 million** remained available under the share repurchase program[208](index=208&type=chunk)[239](index=239&type=chunk) - On October 29, 2019, the company drew down an additional **$50.0 million** on its revolver to help finance recently completed acquisitions[108](index=108&type=chunk)[206](index=206&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from foreign currency fluctuations and interest rate changes, which are mitigated through forward contracts and an interest rate swap agreement - A hypothetical **10% adverse change** in the value of key foreign currencies could result in a foreign exchange loss of **$10.9 million**. The company uses foreign currency forward contracts to offset these risks[230](index=230&type=chunk) - The company has **$276.9 million** outstanding under its variable-rate Revolver. A **100-basis point increase** in LIBOR would have increased interest expense by approximately **$1.2 million** for the six months ended October 31, 2019. This risk is partially mitigated by an interest rate swap with a notional amount of **$99.7 million**[231](index=231&type=chunk)[232](index=232&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of October 31, 2019, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[234](index=234&type=chunk) Part II. Other Information [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently engaged in any legal proceedings expected to have a material adverse effect on its financial condition or results of operations - As of the report date, the company is not engaged in any legal proceedings expected to have a material adverse effect on its business, financial condition, or operations[237](index=237&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended April 30, 2019 - No material changes have occurred in the risk factors described in the company's Annual Report on Form 10-K for the year ended April 30, 2019[238](index=238&type=chunk) [Issuer Purchases of Equity Securities](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's common stock repurchases during the quarter ended October 31, 2019, totaling **1,309,092 shares** for approximately **$49.2 million** under its publicly announced program Issuer Purchases of Equity Securities (Quarter Ended Oct 31, 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Program | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | Aug 2019 | 598,592 | $38.06 | 598,592 | $215.2 million | | Sep 2019 | 369,096 | $38.13 | 367,500 | $201.2 million | | Oct 2019 | 344,986 | $36.15 | 343,000 | $188.8 million | | **Total** | **1,312,674** | **$37.58** | **1,309,092** | **N/A** | [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents Korn Ferry's unaudited consolidated financial statements, highlighting a turnaround from a prior-year net loss to net income and modest revenue growth [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Korn Ferry's total assets increased to **$2.41 billion** due to new operating lease right-of-use assets, while cash and cash equivalents significantly decreased Consolidated Balance Sheet Highlights (in thousands) | Account | July 31, 2019 (unaudited) | April 30, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $424,637 | $626,360 | | Total current assets | $975,123 | $1,136,810 | | Operating lease right-of-use assets, net | $219,412 | $— | | Goodwill | $578,567 | $578,298 | | **Total assets** | **$2,406,558** | **$2,334,852** | | **Liabilities & Equity** | | | | Total current liabilities | $411,653 | $550,958 | | Operating lease liability, non-current | $207,603 | $— | | Long-term debt | $223,094 | $222,878 | | **Total liabilities** | **$1,142,164** | **$1,091,465** | | **Total stockholders' equity** | **$1,264,394** | **$1,243,387** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Total revenue increased 4% to **$496.2 million**, with operating income swinging to **$60.3 million** from a prior-year loss, primarily due to the absence of a tradename write-off Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended July 31, 2019 | Three Months Ended July 31, 2018 | | :--- | :--- | :--- | | Fee revenue | $484,549 | $465,568 | | Total revenue | $496,198 | $478,362 | | Operating income (loss) | $60,334 | $(55,119) | | Net income (loss) attributable to Korn Ferry | $42,951 | $(38,611) | | Diluted earnings (loss) per share | $0.76 | $(0.70) | | Cash dividends declared per share | $0.10 | $0.10 | - The significant swing from a net loss to net income year-over-year was primarily caused by a one-time, non-cash tradename write-off of **$106.6 million** in the quarter ended July 31, 2018, which was recorded in general and administrative expenses[46](index=46&type=chunk)[120](index=120&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used by operating activities increased to **$161.9 million**, primarily due to working capital changes and bonus payments, leading to a **$201.7 million** decrease in cash and cash equivalents Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Three Months Ended July 31, 2019 | Three Months Ended July 31, 2018 | | :--- | :--- | :--- | | Net cash used by operating activities | $(161,919) | $(117,492) | | Net cash used in investing activities | $(9,209) | $(6,632) | | Net cash used in financing activities | $(24,927) | $(20,587) | | **Net decrease in cash and cash equivalents** | **$(201,723)** | **$(155,119)** | | **Cash and cash equivalents at end of period** | **$424,637** | **$365,729** | [Notes to Consolidated Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) These notes detail accounting policies, the impact of ASC 842 on the balance sheet, segment operations, fee revenue disaggregation by industry, debt structure, and dividend declarations - The company operates through three global segments: Advisory, Executive Search, and RPO & Professional Search[20](index=20&type=chunk)[105](index=105&type=chunk) - Effective May 1, 2019, the company adopted the new lease accounting standard (ASC 842), resulting in the recognition of **$236.1 million** in Right-of-Use (ROU) assets and a corresponding liability of **$272.3 million**[54](index=54&type=chunk)[55](index=55&type=chunk) Fee Revenue by Industry (Three Months Ended July 31, 2019) | Industry | Dollars (in thousands) | % of Total | | :--- | :--- | :--- | | Industrial | $139,907 | 28.9% | | Financial Services | $86,876 | 17.9% | | Life Sciences/Healthcare | $82,114 | 16.9% | | Consumer Goods | $71,833 | 14.8% | | Technology | $69,095 | 14.3% | | Education/Non-Profit | $30,761 | 6.4% | | **Total Fee Revenue** | **$484,549** | **100.0%** | - On September 4, 2019, the Board of Directors declared a quarterly cash dividend of **$0.10 per share**[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 FY2020 financial results, highlighting 4% fee revenue growth, increased Adjusted EBITDA, the impact of a prior-year tradename write-off, and the company's liquidity and capital allocation strategy Q1 FY2020 Financial Highlights vs. Q1 FY2019 | Metric | Q1 FY2020 (ended Jul 31, 2019) | Q1 FY2019 (ended Jul 31, 2018) | Change | | :--- | :--- | :--- | :--- | | Fee Revenue | $484.5M | $465.6M | +4% | | Operating Income (Loss) | $60.3M | $(55.1)M | +$115.4M | | Net Income (Loss) Attributable to Korn Ferry | $43.0M | $(38.6)M | +$81.6M | | Adjusted EBITDA | $74.9M | $70.8M | +$4.1M | - The RPO & Professional Search segment was the primary driver of growth, with fee revenue increasing by **$18.5 million**, or **24%**, year-over-year[138](index=138&type=chunk) - The significant improvement in operating and net income is primarily due to a one-time, non-cash write-off of tradenames of **$106.6 million** in the prior-year quarter related to the 'One Korn Ferry' rebranding plan[120](index=120&type=chunk)[145](index=145&type=chunk)[153](index=153&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Fee revenue grew 4% to **$484.5 million**, driven by **24%** growth in RPO & Professional Search, while operating income swung to **$60.3 million** due to the absence of a prior-year tradename write-off Fee Revenue by Segment (in thousands) | Segment | Q1 FY2020 | Q1 FY2019 | % Change | | :--- | :--- | :--- | :--- | | Advisory | $195,526 | $195,375 | 0.1% | | Executive Search | $193,199 | $192,924 | 0.1% | | RPO & Professional Search | $95,824 | $77,269 | 24.0% | | **Total Fee Revenue** | **$484,549** | **$465,568** | **4.1%** | Adjusted EBITDA by Segment (in thousands) | Segment | Q1 FY2020 | Q1 FY2019 | % Change | | :--- | :--- | :--- | :--- | | Advisory | $34,570 | $34,504 | 0.2% | | Executive Search | $48,891 | $46,757 | 4.6% | | RPO & Professional Search | $16,107 | $12,511 | 28.7% | | Corporate | $(24,631) | $(22,978) | (7.2%) | | **Total Adjusted EBITDA** | **$74,937** | **$70,794** | **5.8%** | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$567.3 million** in cash and equivalents, a **$650 million** credit facility, and continues its capital allocation strategy through share repurchases and dividends - Cash, cash equivalents, and marketable securities stood at **$567.3 million** as of July 31, 2019[173](index=173&type=chunk) - The company has a **$650 million** revolving credit facility, with **$226.9 million** outstanding and **$419.9 million** available as of July 31, 2019[168](index=168&type=chunk)[184](index=184&type=chunk) - During the quarter, the company repurchased **$12.7 million** of its common stock, leaving **$238.0 million** remaining under its share repurchase program[170](index=170&type=chunk) - The Board of Directors maintains a quarterly cash dividend policy of **$0.10 per share**[169](index=169&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from foreign currency fluctuations and interest rate changes, mitigated by foreign currency forward contracts and an interest rate swap on its variable-rate debt - The company's primary market risks are foreign currency exchange fluctuations and interest rate changes[189](index=189&type=chunk) - To mitigate interest rate risk on its variable-rate debt, the company uses an interest rate swap with a notional amount of **$103.1 million**, maturing June 15, 2021, which locks the interest rate at **1.919%** plus a credit spread[194](index=194&type=chunk) - The company utilizes foreign currency forward contracts to offset risks from intercompany balances and other foreign currency exposures, but these are not designated as hedging instruments[192](index=192&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of July 31, 2019[196](index=196&type=chunk) - No material changes were identified in the company's internal control over financial reporting during the quarter[196](index=196&type=chunk) [Part II. Other Information](index=38&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is not engaged in any legal proceedings expected to have a material adverse effect on its business or financial condition - The company is not engaged in any legal proceedings that are expected to have a material adverse effect on its business or financial condition[199](index=199&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the risk factors described in the Form 10-K for the year ended April 30, 2019 have occurred[200](index=200&type=chunk) [Issuer Purchases of Equity Securities](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) During the quarter, the company repurchased **545,754** shares for approximately **$12.7 million**, with **$238.0 million** remaining under the share repurchase program Issuer Purchases of Equity Securities (Quarter Ended July 31, 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | :--- | | May 2019 | 891 | $46.34 | — | $250.7 million | | June 2019 | 720 | $45.73 | — | $250.7 million | | July 2019 | 544,143 | $39.06 | 324,100 | $238.0 million | | **Total** | **545,754** | **$39.08** | **324,100** | | - The Board of Directors approved an increase to the share repurchase program to an aggregate of **$250 million** on March 6, 2019. The program has no expiration date[201](index=201&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Delaware 95-2623879 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____to _____ Commission File Number 001-14505 KORN FERRY (Ex ...

[Part I. Financial Information](index=3&type=section&id=Part%20I%2E%20Financial%20Information) [Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) Korn Ferry's financial statements for Q3 and nine months ended January 31, 2019, reflect increased fee revenue but a significant net income decline due to a $106.6 million impairment charge [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of January 31, 2019, total assets decreased to **$2.22 billion** from **$2.29 billion**, primarily due to lower cash and intangible assets Consolidated Balance Sheet Highlights (in thousands) | Account | Jan 31, 2019 (unaudited) | Apr 30, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $489,509 | $520,848 | | Goodwill | $580,021 | $584,222 | | Intangible assets, net | $86,308 | $203,216 | | **Total Assets** | **$2,217,553** | **$2,287,914** | | **Liabilities & Equity** | | | | Compensation and benefits payable | $266,925 | $304,980 | | Long-term debt | $222,662 | $211,311 | | **Total Liabilities** | **$1,010,513** | **$1,068,299** | | **Total Stockholders' Equity** | **$1,207,040** | **$1,219,615** | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Q3 FY2019 fee revenue grew **6.0%** to **$474.5 million**, with net income increasing, while nine-month net income fell to **$52.4 million** due to a significant impairment charge Income Statement Summary (in thousands, except per share data) | Metric | Q3 FY2019 | Q3 FY2018 | Nine Months FY2019 | Nine Months FY2018 | | :--- | :--- | :--- | :--- | :--- | | Fee Revenue | $474,504 | $447,581 | $1,435,277 | $1,291,853 | | Operating Income | $62,683 | $49,846 | $78,551 | $144,249 | | Net Income Attributable to Korn Ferry | $44,964 | $27,247 | $52,387 | $92,619 | | Diluted EPS | $0.80 | $0.48 | $0.92 | $1.63 | | Cash Dividends Declared per Share | $0.10 | $0.10 | $0.30 | $0.30 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended January 31, 2019, net cash from operating activities significantly increased to **$101.0 million**, while investing and financing activities resulted in net cash outflows Cash Flow Summary for Nine Months Ended Jan 31 (in thousands) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $100,957 | $59,592 | | Net Cash used in Investing Activities | ($59,501) | ($32,184) | | Net Cash used in Financing Activities | ($57,759) | ($64,558) | | **Net Decrease in Cash** | **($31,339)** | **($20,892)** | [Notes to Consolidated Unaudited Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) Notes detail significant accounting policies, including ASC 606 adoption, a major rebranding resulting in a **$106.6 million** impairment charge, and a new **$650 million** credit facility - The company rebranded to a single master brand, "Korn Ferry," sunsetting sub-brands like Futurestep and Hay Group, leading to a non-cash intangible asset impairment charge of **$106.6 million** for discontinued tradenames[22](index=22&type=chunk)[47](index=47&type=chunk) - The company adopted the new revenue recognition standard, ASC 606, on May 1, 2018, resulting in a cumulative increase to retained earnings of **$6.7 million**, net of tax[56](index=56&type=chunk)[57](index=57&type=chunk) - On December 19, 2018, the company entered into a new **$650 million** five-year senior secured revolving credit facility and used a **$226.9 million** drawdown to pay off its previous term loan[127](index=127&type=chunk) - Subsequent to the quarter end, on March 6, 2019, the Board declared a quarterly cash dividend of **$0.10 per share** and increased the share repurchase program by approximately **$200 million**, bringing the total authorization to about **$250 million**[132](index=132&type=chunk)[133](index=133&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 FY2019 performance, highlighting a **6%** fee revenue increase to **$474.5 million** and a **26%** operating income rise, despite a **$106.6 million** tradename write-off impacting nine-month results [Executive Summary](index=28&type=section&id=Executive%20Summary) Korn Ferry unified its market presence under a single brand, resulting in a **$106.6 million** tradename write-off, while Q3 FY19 fee revenue grew **6%** to **$474.5 million** and Adjusted EBITDA reached **$77.7 million** - The company is unifying its market strategy under a single "Korn Ferry" master brand, discontinuing sub-brands such as Futurestep, Hay Group, and Lominger[139](index=139&type=chunk) - As a result of the rebranding, the company took a one-time, non-cash write-off of tradenames amounting to **$106.6 million** during the nine months ended January 31, 2019[139](index=139&type=chunk) Q3 FY2019 Key Metrics | Metric | Value (in millions) | | :--- | :--- | | Fee Revenue | $474.5 | | Operating Income | $62.7 | | Net Income Attributable to Korn Ferry | $45.0 | | Adjusted EBITDA | $77.7 | [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q3 fee revenue increased **6%** year-over-year, with operating income rising **26%** to **$62.7 million**, though nine-month operating income fell to **$78.6 million** due to a **$106.6 million** tradename impairment Fee Revenue Growth by Segment (Q3 FY2019 vs Q3 FY2018) | Segment | Fee Revenue (Q3'19) | Growth (YoY) | | :--- | :--- | :--- | | Executive Search | $193.4M | 7% | | Advisory | $201.5M | 2% | | RPO & Professional Search | $79.6M | 15% | | **Total** | **$474.5M** | **6%** | Operating Income (Loss) by Segment (Nine Months Ended Jan 31) | Segment | FY2019 (in millions) | FY2018 (in millions) | | :--- | :--- | :--- | | Executive Search | $137.0 | $102.6 | | Advisory | ($24.4) | $72.5 | | RPO & Professional Search | $36.3 | $27.7 | | **Total Operating Income** | **$78.6** | **$144.2** | - The nine-month operating income for the Advisory segment swung to a loss of **$24.4 million** from an income of **$72.5 million** in the prior year, primarily due to the **$106.6 million** tradename write-off; excluding this charge, operating income would have been approximately **$82.2 million**[214](index=214&type=chunk)[206](index=206&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a balanced capital allocation strategy, enhanced by a new **$650 million** credit agreement with **$420.2 million** available, and increased its share repurchase authorization to approximately **$250 million** - The company's capital allocation priorities are: 1) investing in growth, 2) returning capital to stockholders via dividends, and 3) opportunistic share repurchases[227](index=227&type=chunk) - Entered into a new **$650 million** Amended and Restated Credit Agreement on December 19, 2018; as of January 31, 2019, **$226.9 million** was drawn, leaving **$420.2 million** available[228](index=228&type=chunk) - On March 6, 2019, the Board approved a **$200 million** increase to the share repurchase program, bringing the total available capacity to approximately **$250 million**[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from foreign currency fluctuations, where a **10%** adverse change could result in a **$10.3 million** loss, and interest rate changes, partially mitigated by an interest rate swap - The company's primary foreign currency exposures are to the Canadian Dollar, Euro, Pound Sterling, Swiss Franc, Singapore Dollar, Brazilian Real, and Mexican Peso; a hypothetical **10%** adverse change in these exchange rates could result in a foreign exchange loss of **$10.3 million**[259](index=259&type=chunk) - Interest rate risk exists on the **$226.9 million** outstanding under the variable-rate Revolver; this risk is partially mitigated by an interest rate swap with a notional amount of **$110.0 million**, maturing June 15, 2021, which locks the interest rate at **1.919%** (exclusive of credit spread) on that portion of the debt[260](index=260&type=chunk)[262](index=262&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures are effective, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO have concluded that the company's disclosure controls and procedures are effective as of January 31, 2019[264](index=264&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[264](index=264&type=chunk) [Part II. Other Information](index=47&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation but is not currently engaged in any legal proceedings expected to have a material adverse effect on its business or financial condition - As of the report date, the company is not engaged in any legal proceedings that are expected to have a material adverse effect on its business or financial condition[267](index=267&type=chunk) [Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended April 30, 2018 - No material changes have occurred to the risk factors described in the company's Form 10-K for the year ended April 30, 2018[268](index=268&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) During Q3 FY2019, the company repurchased **503,027 shares** for **$21.9 million**, and subsequently increased its share repurchase authorization by **$200 million** to approximately **$250 million** Issuer Purchases of Equity Securities (Quarter Ended Jan 31, 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Program | | :--- | :--- | :--- | :--- | | Nov 2018 | — | $— | — | | Dec 2018 | 454,023 | $44.05 | 304,500 | | Jan 2019 | 49,004 | $39.59 | 48,300 | | **Total** | **503,027** | **$43.62** | **352,800** | - On March 6, 2019, the Board of Directors approved an increase to the share repurchase program of approximately **$200 million**, bringing the total available capacity to approximately **$250 million**[270](index=270&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including amendments to corporate documents, the new Credit Agreement, and CEO/CFO certifications - Key exhibits filed include the Amended and Restated Credit Agreement dated December 19, 2018, and CEO/CFO certifications pursuant to Sarbanes-Oxley[271](index=271&type=chunk) [Signatures](index=49&type=section&id=Signatures) The Form 10-Q report was signed on March 11, 2019, by Robert P. Rozek, Executive Vice President, Chief Financial Officer, and Chief Corporate Officer of Korn Ferry - The report was signed on March 11, 2019, by Robert P. Rozek, EVP, CFO, and Chief Corporate Officer[274](index=274&type=chunk)