Document

Exhibit 99.1


FOR IMMEDIATE RELEASE			Contacts:
			Investor Relations: Gregg Kvochak, (310) 556-8550
			Media: Dan Gugler, (310) 226-2645

Korn Ferry Announces Second Quarter Fiscal 2023

Results of Operations

Highlights

▪Korn Ferry reports fee revenue of $727.8 million in Q2 FY’23, an increase of 14% (20% at constant currency) from Q2 FY’22 and a sequential increase of 5% (7% on a constant currency basis) from Q1 FY'23.

▪Net income attributable to Korn Ferry was $73.5 million in Q2 FY’23, while diluted and adjusted diluted earnings per share were $1.38 and $1.43 in Q2 FY’23, respectively.

▪Operating income and Adjusted EBITDA were $119.6 million (operating margin of 16.4%) and $131.1 million (Adjusted EBITDA margin of 18.0%), respectively, in Q2 FY’23.

▪The Company repurchased 622,500 shares of stock during the quarter for $33.1 million.

▪Declared a quarterly dividend of $0.15 per share on December 7, 2022, which is payable on January 13, 2023 to stockholders of record on December 21, 2022.

▪During the second quarter, the Company completed the acquisition of Infinity Consulting Solutions, which is included in the Professional Search & Interim segment.

Los Angeles, CA, December 8, 2022 – Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced second quarter fee revenue of $727.8 million. In addition, second quarter diluted earnings per share was $1.38 and adjusted diluted earnings per share was $1.43.

“During the fiscal second quarter we generated $728 million in fee revenue, up 14% year-over-year and up 20% at constant currency. Our diluted earnings per share and Adjusted earnings per share were $1.38 and $1.43, respectively, and our Adjusted EBITDA was $131 million, representing an 18% margin,” said Gary D. Burnison, CEO, Korn Ferry.

“It’s clear that the global economy has been in transition for several months. We are seeing change on every front – from over a decade of high liquidity and historically low interest rates to changes in Central Bank policies, significant shifts in global trade lanes and persistent inflationary pressures. In response, companies and our clients will undoubtedly have to continue adjusting their organizational and workforce strategies to tomorrow, which is opportunity for Korn Ferry."

Selected Financial Results

(dollars in millions, except per share amounts) (a)


	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	727.8		$	639.4		$	1,423.8		$	1,224.8
Total revenue	$	735.7		$	643.4		$	1,438.9		$	1,231.5
Operating income	$	119.6		$	103.8		$	231.2		$	205.0
Operating margin	16.4		%	16.2		%	16.2		%	16.7		%
Net income attributable to Korn Ferry	$	73.5		$	75.8		$	150.8		$	150.6
Basic earnings per share	$	1.39		$	1.40		$	2.85		$	2.78
Diluted earnings per share	$	1.38		$	1.38		$	2.83		$	2.75


Adjusted Results (b):	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	131.1		$	134.9		$	263.3		$	256.2
Adjusted EBITDA margin	18.0		%	21.1		%	18.5		%	20.9		%
Adjusted net income attributable to Korn Ferry	$	76.1		$	83.9		$	156.1		$	158.8
Adjusted basic earnings per share	$	1.44		$	1.55		$	2.95		$	2.93
Adjusted diluted earnings per share	$	1.43		$	1.53		$	2.93		$	2.90

______________________

(a)Numbers may not total due to rounding.

(b)Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets and impairment of right of use assets when applicable. Adjusted results on a consolidated basis are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):


	Second Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Integration/acquisition costs	$	3.4	$	1.1	$	7.0	$	1.1
Impairment of fixed assets	$	—	$	1.9	$	—	$	1.9
Impairment of right of use assets	$	—	$	7.4	$	—	$	7.4

The Company reported fee revenue in Q2 FY’23 of $727.8 million, a year-over-year increase of 14% (up 20% on a constant currency basis) compared to Q2 FY’22. Fee revenue increased in all lines of business except Executive Search which was down about 7% compared to Q2 FY'22. The acquisitions of Lucas Group, Patina and Infinity Consulting Solutions (collectively, the “acquisitions”) which are included in the Professional Search & Interim segment, were a significant factor in the year-over-year increase in fee revenue compared to the year-ago quarter.

Operating margin was 16.4% in Q2 FY’23, compared to 16.2% in the year-ago quarter. Adjusted EBITDA margin was 18.0% in Q2 FY’23, compared to 21.1%, in the year-ago quarter. Net income attributable to Korn Ferry was $73.5 million in Q2 FY’23, compared to $75.8 million in Q2 FY’22 and Adjusted EBITDA was $131.1 million in Q2 FY’23 compared to $134.9 million in Q2 FY’22.

Operating income increased due to the increase in fee revenue as discussed above. Partially offsetting this increase were increases in 1) cost of services expense associated with the acquisitions and 2) compensation and benefits expense primarily due to an increase in headcount, partially offset by a decrease in our deferred compensation liabilities due to market movements.

Adjusted EBITDA decreased due to the factors noted above and a decrease in other income due to a decline in the value of our marketable securities (which are held in trust to satisfy obligations under our deferred compensation plans) due to market movements.

Results by Line of Business

Selected Consulting Data

(dollars in millions) (a)


	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	173.1		$	164.9		$	339.6		$	313.4
Total revenue	$	175.8		$	165.7		$	344.6		$	314.7

Ending number of consultants and execution staff (b)	1,899			1,739			1,899			1,739
Hours worked in thousands (c)	467			445			926			871
Average bill rate (d)	$	371		$	371		$	367		$	360

Adjusted Results (e):	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	31.1		$	30.1		$	60.6		$	56.9
Adjusted EBITDA margin	18.0		%	18.2		%	17.9		%	18.2		%

______________________

(a)Numbers may not total due to rounding.

(b)Represents number of employees originating, delivering and executing consulting services.

(c)The number of hours worked by consultant and execution staff during the period.

(d)The amount of fee revenue divided by the number of hours worked by consultants and execution staff.

(e)Adjusted results exclude the following:


	Second Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	0.3	$	—	$	0.3
Impairment of right of use assets	$	—	$	2.5	$	—	$	2.5

Fee revenue was $173.1 million in Q2 FY’23 compared to $164.9 million in Q2 FY’22, an increase of $8.2 million or 5% (up 12% on a constant currency basis). Consulting saw growth in Organization Design, Change Management, and Workforce Sales Compensation, partially offset by a decline in Assessment & Succession.

Adjusted EBITDA was $31.1 million in Q2 FY’23 with an Adjusted EBITDA margin of 18.0% compared to Adjusted EBITDA of $30.1 million with an associated margin of 18.2%, respectively, in the year-ago quarter. This increase in Adjusted EBITDA resulted from the increase in fee revenue outlined above, partially offset by an increase in compensation and benefits expense and cost of services expense, driven by higher salaries and related payroll taxes.

Selected Digital Data

(dollars in millions) (a)


	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	94.3		$	88.6		$	178.1		$	169.3
Total revenue	$	94.6		$	88.7		$	178.4		$	169.4

Ending number of consultants	365			282			365			282
Subscription & License fee revenue	$	28.9		$	26.3		$	58.5		$	50.7

Adjusted Results (b):	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	27.5		$	28.6		$	51.7		$	54.2
Adjusted EBITDA margin	29.2		%	32.2		%	29.0		%	32.0		%

______________________

(a)Numbers may not total due to rounding.

(b)Adjusted results exclude the following:


	Second Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	0.2	$	—	$	0.2
Impairment of right of use assets	$	—	$	1.3	$	—	$	1.3

Fee revenue was $94.3 million in Q2 FY’23 compared to $88.6 million in Q2 FY’22, an increase of $5.7 million or 6% (up 15% on a constant currency basis). The increase in fee revenue continues to be driven by Development offerings as companies invest in sales effectiveness tools and training programs to build their commercial team capabilities to maximize revenue growth.

Adjusted EBITDA was $27.5 million in Q2 FY’23 with an Adjusted EBITDA margin of 29.2% compared to $28.6 million and 32.2%, respectively, in the year-ago quarter. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was due to 1) an increase in general and administrative expenses and 2) an increase in compensation and benefits expense, driven by higher salaries and related payroll taxes associated with the increased investment made on product development initiatives and an increase in the commercial salesforce. This was partially offset by higher fee revenue.

Selected Executive Search Data(a)

(dollars in millions) (b)


	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	218.4		$	235.5		$	451.1		$	452.4
Total revenue	$	220.4		$	236.5		$	454.9		$	454.1

Ending number of consultants	621			570			621			570
Average number of consultants	620			568			604			547
Engagements billed	4,054			4,365			6,386			6,631
New engagements (c)	1,637			1,830			3,319			3,575

Adjusted Results (d):	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	54.5		$	66.1		$	116.7		$	127.7
Adjusted EBITDA margin	25.0		%	28.1		%	25.9		%	28.2		%

______________________

(a)Executive Search is the sum of the individual Executive Search Reporting Segments and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Lines of Business, and financial metrics used by the Company’s investor base.

(b)Numbers may not total due to rounding.

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

(d)Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures that adjust for the following:


	Second Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	0.1	$	—	$	0.1
Impairment of right of use assets	$	—	$	0.9	$	—	$	0.9

Fee revenue was $218.4 million and $235.5 million in Q2 FY’23 and Q2 FY’22, respectively, a year-over-year decrease of $17.1 million or 7% (down 4% on a constant currency basis). The decrease in fee revenue was driven by a decrease in the number of the engagements billed. Fee revenue decreased in North America and Asia and was partially offset by higher fee revenue in EMEA and Latin America.

Adjusted EBITDA was $54.5 million in Q2 FY’23 with an Adjusted EBITDA margin of 25.0% compared to Adjusted EBITDA of $66.1 million and Adjusted EBITDA margin of 28.1%, respectively, in the year-ago quarter. The decrease in Adjusted EBITDA was due to the decrease in fee revenue discussed above, partially offset by a decrease in compensation and benefits expense due to a decrease in performance-related bonus expense.

Selected Professional Search & Interim Data(a)

(dollars in millions) (b)


	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	134.7		$	54.6		$	233.7		$	106.4
Total revenue	$	135.8		$	54.7		$	235.8		$	106.6

Permanent Placement:
Fee revenue	$	79.5		$	54.6		$	153.6		$	106.4
Engagements billed (c)	3,006			1,824			4,709			2,925
New engagements (d)	1,816			1,048			3,662			2,036
Ending number of consultants (e)	527			210			527			210
Interim (started in Q3 FY'22):
Fee revenue	$	55.3		$	—		$	80.1		$	—
Average bill rate (f)	$	107		$	—		$	111		$	—
Average weekly billable consultants (g)	1,111			—			787			—

Adjusted Results (h):	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	32.5		$	21.8		$	61.6		$	41.3
Adjusted EBITDA margin	24.1		%	40.0		%	26.4		%	38.8		%

_____________________

(a)In the first quarter of fiscal 2023, the Company changed the composition of its global segments. Professional Search & Interim segment represents the single hire to multi hire permanent placement and interim business that was previously included in the RPO & Professional Search segment. Segment data for Q2 FY’22 and year to date FY'22 has been recast to reflect the division of the RPO & Professional Search segment into the RPO segment and Professional Search & Interim segment.

(b)Numbers may not total due to rounding.

(c)Represents engagements billed for professional search.

(d)Represents new engagements opened for professional search in the respective period.

(e)Represents number of employees originating professional search.

(f)Fee revenue from interim divided by the number of hours worked by consultants.

(g)The number of billable consultants based on a weekly average in the respective period.

(h)Adjusted results exclude the following:


	Second Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	0.9	$	—	$	0.9
Impairment of right of use assets	$	—	$	1.4	$	—	$	1.4
Integration/acquisition costs	$	2.5	$	—	$	5.0	$	—

Fee revenue was $134.7 million in Q2 FY’23, an increase of $80.1 million or 147% (up 159% on a constant currency basis), compared to the year-ago quarter. Interim fee revenue and permanent placement fee revenue increased by $55.3 million and $24.9 million, respectively, primarily due to the acquisitions.

Adjusted EBITDA was $32.5 million in Q2 FY’23 with an Adjusted EBITDA margin of 24.1% compared to $21.8 million and 40.0%, respectively, in the year-ago quarter. The increase in Adjusted EBITDA was due to the higher fee revenue discussed above. Partially offsetting this increase were increases in compensation and benefits expense driven by higher salaries and related payroll taxes and commission expense driven by increases in fee revenue and headcount associated with the acquisitions. Also partially offsetting the increase in Adjusted EBITDA was an increase in cost of services expense due to the recently acquired interim businesses.

Selected RPO Data(a)

(dollars in millions) (b)


	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Fee revenue	$	107.3		$	95.9		$	221.2		$	183.4
Total revenue	$	109.1		$	97.8		$	225.2		$	186.6

Remaining revenue under contract(c)	$	958.3		$	663.4		$	958.3		$	663.4
RPO new business(d)	$	290.3		$	136.2		$	438.7		$	249.2

Adjusted Results (e):	Second Quarter						Year to Date
	FY’23			FY’22			FY’23			FY’22
Adjusted EBITDA	$	16.0		$	14.4		$	33.7		$	29.0
Adjusted EBITDA margin	14.9		%	15.1		%	15.2		%	15.8		%

______________________

(a)In the first quarter of fiscal 2023, the Company changed the composition of its global segments. RPO segment represents the recruitment outsourcing business that was previously included in the RPO & Professional Search segment. Segment data for Q2 FY’22 and year to date FY'22 has been recast to reflect the division of the RPO & Professional Search segment into a RPO segment and Professional Search & Interim segment.

(b)Numbers may not total due to rounding.

(c)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(d)Estimated total value of a contract at the point of execution of the contract.

(e)Adjusted results exclude the following:


	Second Quarter				Year to Date
	FY’23		FY’22		FY’23		FY’22
Impairment of fixed assets	$	—	$	0.4	$	—	$	0.4
Impairment of right of use assets	$	—	$	1.2	$	—	$	1.2

Fee revenue was $107.3 million in Q2 FY’23, an increase of $11.4 million or 12% (up 19% on a constant currency basis), compared to the year-ago quarter. RPO fee revenue increased due to the wider adoption of RPO services in the market in combination with our differentiated solutions.

Adjusted EBITDA was $16.0 million in Q2 FY’23 with an Adjusted EBITDA margin of 14.9% compared to $14.4 million and 15.1%, respectively, in the year-ago quarter. The increase in Adjusted EBITDA was due to the higher fee revenue discussed above. Partially offsetting this were increases in compensation and benefits expense driven by higher salaries and related payroll taxes driven by increases in headcount associated with increased levels of fee revenue.

Outlook

Despite the continuing strength in new business trends coming out of Q2 FY’23, economic factors like global inflation, rising interest rates, and escalating geo-political tensions present a level of risk and uncertainty that is difficult to quantify. In light of such uncertainty, we are in the process of developing a plan (the "Plan") to reduce our operating costs by $45 million to $55 million. We expect to implement the Plan in the third quarter, but do not anticipate any meaningful run-rate savings to begin until the fourth quarter. With this in mind and assuming anticipated charges and savings related to the Plan, no new major pandemic related lockdowns or further changes in worldwide geopolitical conditions, economic conditions, financial markets or foreign exchange rates, on a consolidated basis:

▪Q3 FY’23 fee revenue is expected to be in the range of $660 million and $690 million; and

▪Q3 FY’23 diluted earnings per share is expected to range between $0.40 to $0.66.

On a consolidated adjusted basis:

▪Q3 FY’23 and Q4 FY'23 Adjusted EBITDA margin is expected to be in the range of 14% to 15%.


	Reconciliation of Operating margin to Adjusted EBITDA margin
	Low		High
Consolidated operating margin	7.0	%	8.0	%
Depreciation and amortization	2.6	%	2.6	%
Integration/acquisition and cost realignment	4.4	%	4.4	%
Consolidated Adjusted EBITDA margin(1)	14.0	%	15.0	%

▪Q3 FY’23 adjusted diluted earnings per share is expected to be in the range from $0.88 to $1.00.


	Q3 FY’23 Earnings Per Share Outlook
	Low		High

Consolidated diluted earnings per share	$	0.40	$	0.66
Integration/acquisition and cost realignment	0.66		0.47
Tax Rate Impact	(0.18)		(0.13)
Consolidated adjusted diluted earnings per share(1)	$	0.88	$	1.00

______________________

(1)Consolidated Adjusted EBITDA margin and consolidated adjusted diluted earnings per share are non-GAAP financial measures that exclude the items listed in the applicable table.

Earnings Conference Call Webcast

The earnings conference call will be held today at 12:00 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 ir.kornferry.com. 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

Korn Ferry is a global organizational consulting firm. We help clients synchronize strategy and talent to drive superior performance. We work with organizations to design their structures, roles, and responsibilities. We help them hire the right people to bring their strategy to life. And we advise them on how to reward, develop, and motivate their people. Visit kornferry.com for more information.

Forward-Looking Statements

Statements in this press release and our conference call that relate to our outlook, projections, goals, strategies, future plans and expectations, and other statements of future events or conditions are forward-looking statements that involve a number of risks and uncertainties. Words such as “believes”, “expects”, “anticipates”, “goals”, “estimates”, “guidance”, “may”, “should”, “could”, “will” or “likely”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements that refer to or are based on estimates, forecasts, projections, uncertain events or assumptions, including statements relating to expected demand for our products and services. Readers are cautioned not to place undue reliance on such statements. Such statements are based on current expectations; 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 the ultimate magnitude and duration of any pandemic or outbreaks, and related restrictions and operational requirements that apply to our business and the businesses of our clients, and any related negative impacts on our business, employees, customers and our ability to provide services in affected regions, global and local political or economic developments in or affecting countries where we have operations, competition, changes in demand for our services as a result of automation, the dependence on and costs of attracting and retaining qualified and experienced consultants, dislocation in the labor markets and increasing competition for highly skilled workers, our ability to maintain relationships with customers and suppliers and retain key employees, maintaining our brand name and professional reputation, impact of inflationary pressures on our profitability, potential legal liability and regulatory developments, the portability of client relationships, consolidation of the industries we serve, changes and developments in government laws and regulations, evolving investor and customer expectations with regard to environmental, social and governmental matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities, changes to data security, data privacy and data protection laws, limited protection of our intellectual property, our ability to enhance and develop new technology, our ability to develop new products and services, the utilization and billing rates of our consultants, dependence on third parties for the execution of critical functions, our ability to successfully recover from a disaster or other business continuity problems, changes in our accounting estimates/assumptions, treaties, or regulations on our business and our company, impairment of goodwill and other intangible assets, deferred tax assets that we may not be able to use, our indebtedness, expansion of social media platforms, seasonality, ability to effect acquisition and integrate acquired businesses, including Infinity Consulting Solutions 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 net income attributable to Korn Ferry, adjusted to exclude integration/acquisition costs, impairment of fixed assets and impairment of right of use assets net of income tax effect;

•Adjusted basic and diluted earnings per share, adjusted to exclude integration/acquisition costs, impairment of fixed assets and impairment of right of use assets, net of income tax effect;

•Constant currency (calculated using a quarterly average) percentages that represent the percentage change that would have resulted had exchange rates in the prior period been the same as those in effect in the current period;

•Consolidated and Executive Search Adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets and impairment of right of use assets, when applicable, and Consolidated and Executive Search 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 that may not be indicative of Korn Ferry’s ongoing operating results. These non-GAAP financial measures are performance measures and are not indicative of the liquidity of Korn Ferry. These charges, which are described in the footnotes in the attached reconciliations, represent 1) costs we incurred to acquire and integrate a portion of our Professional Search & Interim business, 2) impairment of fixed assets associated with the decision to terminate and sublease some of our offices and 3) impairment of right of use assets due to the decision to terminate and sublease some of our offices. The use of non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance. Korn Ferry includes 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. Adjusted net income attributable to Korn Ferry, adjusted basic and diluted earnings per share and Consolidated and Executive Search Adjusted EBITDA, exclude certain charges that management does not consider on-going in nature and allows management and investors to make more meaningful period-to-period comparisons of the Company’s operating results. Management further believes that Consolidated and Executive Search Adjusted EBITDA is useful to investors because it is frequently used by investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes and capitalized asset values, all of which can vary substantially from company to company. In the case of constant currency percentages, management believes the presentation of such information provides useful 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,
	2022		2021		2022		2021
	(unaudited)
Fee revenue	$	727,849	$	639,443	$	1,423,752	$	1,224,838
Reimbursed out-of-pocket engagement expenses	7,870		3,955		15,115		6,658
Total revenue	735,719		643,398		1,438,867		1,231,496

Compensation and benefits	464,766		431,640		930,392		827,876
General and administrative expenses	65,086		64,065		129,543		114,332
Reimbursed expenses	7,870		3,955		15,115		6,658
Cost of services	61,257		24,329		99,249		46,322
Depreciation and amortization	17,093		15,633		33,322		31,277
Total operating expenses	616,072		539,622		1,207,621		1,026,465

Operating income	119,647		103,776		231,246		205,031
Other (loss) income, net	(9,048)		5,066		(8,273)		9,513
Interest expense, net	(7,098)		(6,365)		(14,710)		(11,791)
Income before provision for income taxes	103,501		102,477		208,263		202,753
Income tax provision	28,886		26,145		55,112		50,024
Net income	74,615		76,332		153,151		152,729
Net income attributable to noncontrolling interest	(1,074)		(560)		(2,363)		(2,134)
Net income attributable to Korn Ferry	$	73,541	$	75,772	$	150,788	$	150,595

Earnings per common share attributable to Korn Ferry:
Basic	$	1.39	$	1.40	$	2.85	$	2.78
Diluted	$	1.38	$	1.38	$	2.83	$	2.75

Weighted-average common shares outstanding:
Basic	51,868		53,114		51,820		52,937
Diluted	52,005		53,568		52,143		53,494

Cash dividends declared per share:	$	0.15	$	0.12	$	0.30	$	0.24

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY REPORTING SEGMENT

(dollars in thousands)

(unaudited)


	Three Months Ended October 31,						Six Months Ended October 31,
	2022		2021		% Change		2022		2021		% Change

Fee revenue:
Consulting	$	173,092	$	164,893	5.0	%	$	339,576	$	313,371	8.4	%
Digital	94,329		88,639		6.4	%	178,090		169,310		5.2	%
Executive Search:
North America	142,485		158,197		(9.9)	%	294,029		296,875		(1.0	%)
EMEA	44,645		42,434		5.2	%	91,701		85,181		7.7	%
Asia Pacific	23,408		28,257		(17.2)	%	49,789		56,960		(12.6	%)
Latin America	7,821		6,571		19.0	%	15,629		13,347		17.1	%
Total Executive Search (a)	218,359		235,459		(7.3)	%	451,148		452,363		(0.3	%)
Professional Search & Interim	134,743		54,559		147.0	%	233,690		106,396		119.6	%
RPO	107,326		95,893		11.9	%	221,248		183,398		20.6	%
Total fee revenue	727,849		639,443		13.8	%	1,423,752		1,224,838		16.2	%
Reimbursed out-of-pocket engagement expenses	7,870		3,955		99.0	%	15,115		6,658		127.0	%
Total revenue	$	735,719	$	643,398	14.3	%	$	1,438,867	$	1,231,496	16.8	%

(a)Total Executive Search is the sum of the individual Executive Search Reporting Segments and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Lines of Business, and financial metrics used by the Company’s investor base.

KORN FERRY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	October 31, 2022		April 30, 2022
	(unaudited)
ASSETS
Cash and cash equivalents	$	593,900	$	978,070
Marketable securities	59,188		57,244
Receivables due from clients, net of allowance for doubtful accounts of $40,959 and $36,384 at October 31, 2022 and April 30, 2022, respectively	670,408		590,260
Income taxes and other receivables	48,070		31,884
Unearned compensation	62,411		60,749
Prepaid expenses and other assets	46,388		41,763
Total current assets	1,480,365		1,759,970

Marketable securities, non-current	178,565		175,783
Property and equipment, net	153,041		138,172
Operating lease right-of-use assets, net	151,537		167,734
Cash surrender value of company-owned life insurance policies, net of loans	184,230		183,308
Deferred income taxes	83,899		84,712
Goodwill	790,063		725,592
Intangible assets, net	94,408		89,770
Unearned compensation, non-current	122,361		118,238
Investments and other assets	23,266		21,267
Total assets	$	3,261,735	$	3,464,546

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	48,623	$	50,932
Income taxes payable	26,094		34,450
Compensation and benefits payable	327,949		547,826
Operating lease liability, current	49,039		48,609
Other accrued liabilities	303,470		302,408
Total current liabilities	755,175		984,225

Deferred compensation and other retirement plans	369,960		357,175
Operating lease liability, non-current	127,886		151,212
Long-term debt	395,831		395,477
Deferred tax liabilities	2,776		2,715
Other liabilities	27,387		24,153
Total liabilities	1,679,015		1,914,957

Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 76,622 and 75,409 shares issued and 52,909 and 53,190 shares outstanding at October 31, 2022 and April 30, 2022, respectively	446,280		502,008
Retained earnings	1,268,437		1,134,523
Accumulated other comprehensive loss, net	(136,665)		(92,185)
Total Korn Ferry stockholders' equity	1,578,052		1,544,346
Noncontrolling interest	4,668		5,243
Total stockholders' equity	1,582,720		1,549,589
Total liabilities and stockholders' equity	$	3,261,735	$	3,464,546

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(dollars in thousands, except per share amounts)

(unaudited)


	Three Months Ended October 31,						Six Months Ended October 31,
	2022			2021			2022			2021

Net income attributable to Korn Ferry	$	73,541		$	75,772		$	150,788		$	150,595
Net income attributable to non-controlling interest	1,074			560			2,363			2,134
Net income	74,615			76,332			153,151			152,729
Income tax provision	28,886			26,145			55,112			50,024
Income before provision for income taxes	103,501			102,477			208,263			202,753
Other loss (income), net	9,048			(5,066)			8,273			(9,513)
Interest expense, net	7,098			6,365			14,710			11,791
Operating income	119,647			103,776			231,246			205,031
Depreciation and amortization	17,093			15,633			33,322			31,277
Other (loss) income, net	(9,048)			5,066			(8,273)			9,513
Integration/acquisition costs (1)	3,411			1,084			7,016			1,084
Impairment of fixed assets (2)	—			1,915			—			1,915
Impairment of right of use assets (3)	—			7,392			—			7,392
Adjusted EBITDA	$	131,103		$	134,866		$	263,311		$	256,212

Operating margin	16.4		%	16.2		%	16.2		%	16.7		%
Depreciation and amortization	2.3		%	2.4		%	2.4		%	2.6		%
Other (loss) income, net	(1.2)		%	0.8		%	(0.6)		%	0.8		%
Integration/acquisition costs (1)	0.5		%	0.2		%	0.5		%	0.1		%
Impairment of fixed assets (2)	—			0.3		%	—			0.1		%
Impairment of right of use assets (3)	—			1.2		%	—			0.6		%
Adjusted EBITDA margin	18.0		%	21.1		%	18.5		%	20.9		%

Net income attributable to Korn Ferry	$	73,541		$	75,772		$	150,788		$	150,595
Integration/acquisition costs (1)	3,411			1,084			7,016			1,084
Impairment of fixed assets (2)	—			1,915			—			1,915
Impairment of right of use assets (3)	—			7,392			—			7,392
Tax effect on the adjusted items (4)	(812)			(2,228)			(1,705)			(2,228)
Adjusted net income attributable to Korn Ferry	$	76,140		$	83,935		$	156,099		$	158,758

Basic earnings per common share	$	1.39		$	1.40		$	2.85		$	2.78
Integration/acquisition costs (1)	0.07			0.02			0.13			0.02
Impairment of fixed assets (2)	—			0.04			—			0.04
Impairment of right of use assets (3)	—			0.14			—			0.14
Tax effect on the adjusted items (4)	(0.02)			(0.05)			(0.03)			(0.05)
Adjusted basic earnings per share	$	1.44		$	1.55		$	2.95		$	2.93

Diluted earnings per common share	$	1.38		$	1.38		$	2.83		$	2.75
Integration/acquisition costs (1)	0.07			0.02			0.13			0.02
Impairment of fixed assets (2)	—			0.04			—			0.04
Impairment of right of use assets (3)	—			0.14			—			0.14
Tax effect on the adjusted items (4)	(0.02)			(0.05)			(0.03)			(0.05)
Adjusted diluted earnings per share	$	1.43		$	1.53		$	2.93		$	2.90

Explanation of Non-GAAP Adjustments

(1)Costs associated with current and previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses to combine the companies.

(2)Costs associated with impairment of fixed assets (i.e. leasehold improvements) due to terminating and subleasing some of our office leases.

(3)Costs associated with impairment of right-of-use assets due to terminating and subleasing some out our office leases.

(4)Tax effect on integration/acquisition costs and impairment of fixed assets and right of use assets.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED

(unaudited)


	Three Months Ended October 31,
	2022								2021
	Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin
	(dollars in thousands)
Consulting	$	173,092	$	175,845	$	31,089	18.0	%	$	164,893	$	165,732	$	30,061	18.2	%
Digital	94,329		94,577		27,524		29.2	%	88,639		88,712		28,556		32.2	%
Executive Search:
North America	142,485		144,147		37,969		26.6	%	158,197		159,082		48,907		30.9	%
EMEA	44,645		44,919		8,081		18.1	%	42,434		42,571		7,663		18.1	%
Asia Pacific	23,408		23,523		5,834		24.9	%	28,257		28,267		8,201		29.0	%
Latin America	7,821		7,822		2,607		33.3	%	6,571		6,572		1,366		20.8	%
Total Executive Search	218,359		220,411		54,491		25.0	%	235,459		236,492		66,137		28.1	%
Professional Search & Interim	134,743		135,762		32,457		24.1	%	54,559		54,702		21,825		40.0	%
RPO	107,326		109,124		16,004		14.9	%	95,893		97,760		14,433		15.1	%
Corporate	—		—		(30,462)				—		—		(26,146)
Consolidated	$	727,849	$	735,719	$	131,103	18.0	%	$	639,443	$	643,398	$	134,866	21.1	%


	Six Months Ended October 31,
	2022								2021
	Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin
	(dollars in thousands)
Consulting	$	339,576	$	344,580	$	60,639	17.9	%	$	313,371	$	314,739	$	56,902	18.2	%
Digital	178,090		178,392		51,702		29.0	%	169,310		169,393		54,188		32.0	%
Executive Search:
North America	294,029		297,031		81,718		27.8	%	296,875		298,382		92,237		31.1	%
EMEA	91,701		92,248		16,596		18.1	%	85,181		85,414		15,248		17.9	%
Asia Pacific	49,789		49,975		13,185		26.5	%	56,960		56,999		16,521		29.0	%
Latin America	15,629		15,631		5,224		33.4	%	13,347		13,351		3,720		27.9	%
Total Executive Search	451,148		454,885		116,723		25.9	%	452,363		454,146		127,726		28.2	%
Professional Search & Interim	233,690		235,814		61,618		26.4	%	106,396		106,634		41,264		38.8	%
RPO	221,248		225,196		33,713		15.2	%	183,398		186,584		28,961		15.8	%
Corporate	—		—		(61,084)				—		—		(52,829)
Consolidated	$	1,423,752	$	1,438,867	$	263,311	18.5	%	$	1,224,838	$	1,231,496	$	256,212	20.9	%