8-K

KORN FERRY (KFY)

8-K 2025-03-11 For: 2025-03-11
View Original
Added on April 04, 2026

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): March 11, 2025

_______________________________________________________

KORN FERRY

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware 001-14505 95-2623879
(State or other jurisdiction<br>of incorporation) (Commission <br>File Number) (IRS Employer<br>Identification No.)

1900 Avenue of the Stars, Suite 1225

Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

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

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share KFY New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company            o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.            o

Item 2.02 Results of Operations and Financial Condition.

On March 11, 2025, Korn Ferry issued a press release announcing its third quarter fiscal year 2025 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 March 11, 2025.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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
(Registrant)
Date: March 11, 2025 /s/ Robert P. Rozek
(Signature)
Name: Robert P. Rozek
Title: Executive Vice President, Chief Financial Officer and<br>Chief Corporate Officer

Document

Exhibit 99.1

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FOR IMMEDIATE RELEASE Contacts:
Investor Relations: Tiffany Louder, (214) 310-8407
Media: Dan Gugler, (310) 226-2645

Korn Ferry Announces Third Quarter Fiscal 2025

Results of Operations

Highlights

▪Fee revenue in Q3 FY'25 was $668.7 million, flat year over year (2% increase on a constant currency basis).

▪RPO fee revenue increased 4% year over year and new business in Q3 FY'25 was $210 million, of which 64% and 36% was from new client wins and renewals/extensions, respectively.

▪Net income attributable to Korn Ferry was $58.4 million with a net income attributable to Korn Ferry margin of 8.7%, a 10bps decrease compared to the year-ago quarter. Adjusted EBITDA was $114.5 million with an Adjusted EBITDA margin of 17.1%, a 190bps increase compared to the year-ago quarter.

▪Diluted and adjusted diluted earnings per share were $1.10 and $1.19 in Q3 FY'25, respectively.

▪The Company repurchased 237,000 shares of stock during the quarter for $17.9 million.

Los Angeles, CA, March 11, 2025 – Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced third quarter fee revenue of $668.7 million. In addition, third quarter diluted earnings per share was $1.10 and adjusted diluted earnings per share was $1.19.

“I am pleased with our third quarter results, which clearly demonstrate the power of our business and the strength of our diversification,” said Gary D. Burnison, CEO, Korn Ferry. “Tomorrow’s macro environment will be encircled by a labor supply/demand imbalance which will require companies to reimagine and reskill their workforce; inspire, employ, develop and retain talent; and embrace technologies that drive a new world of work—all of which present tremendous opportunity for Korn Ferry as we deliver offerings and expertise that drive organizational performance.”

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Selected Financial Results

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

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Fee revenue $ 668.7 $ 668.7 $ 2,018.0 $ 2,071.9
Total revenue $ 676.5 $ 676.9 $ 2,041.3 $ 2,095.6
Net income attributable to Korn Ferry $ 58.4 $ 59.1 $ 181.8 $ 104.0
Net income attributable to Korn Ferry margin 8.7 % 8.8 % 9.0 % 5.0 %
Basic earnings per share $ 1.12 $ 1.14 $ 3.46 $ 2.00
Diluted earnings per share $ 1.10 $ 1.13 $ 3.40 $ 1.99
Adjusted Results (b): Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Adjusted EBITDA $ 114.5 $ 101.7 $ 342.7 $ 295.9
Adjusted EBITDA margin 17.1 % 15.2 % 17.0 % 14.3 %
Adjusted net income attributable to Korn Ferry (c) $ 63.3 $ 55.8 $ 191.1 $ 158.3
Adjusted basic earnings per share (c) $ 1.21 $ 1.07 $ 3.64 $ 3.04
Adjusted diluted earnings per share (c) $ 1.19 $ 1.07 $ 3.57 $ 3.03

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(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, impairment of right-of-use assets and restructuring charges, net when applicable. Adjusted results on a consolidated basis are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Integration/acquisition costs $ 2.1 $ 3.9 $ 7.1 $ 13.1
Restructuring charges, net $ 1.3 $ 4.6 $ 1.9 $ 68.6
Impairment of fixed assets $ 0.5 $ $ 0.5 $ 1.6
Impairment of right-of-use assets $ 2.5 $ $ 2.5 $ 1.6

(c)Due to actions taken in connection with the worldwide minimum tax, the Company recorded a $9.7 million non-recurring tax benefit in the quarter ended January 31, 2024 that resulted in the release of a valuation allowance, which is included in the Company's US GAAP results but excluded from the Adjusted results.

The Company reported fee revenue in Q3 FY'25 of $668.7 million, which was flat year over year (up 2% at constant currency). During the quarter, fee revenue increased slightly in Executive Search, RPO and Digital, offset by a decline in fee revenue in Consulting.

Net income attributable to Korn Ferry was $58.4 million with a net income attributable to Korn Ferry margin of 8.7%, in Q3 FY'25, compared to net income attributable to Korn Ferry of $59.1 million with a net income attributable to Korn Ferry margin of 8.8%, in the year-ago quarter, a decrease in net income attributable to Korn Ferry margin of 10bps. Adjusted EBITDA was $114.5 million in Q3 FY'25 compared to $101.7 million in Q3 FY'24. Adjusted EBITDA margin was 17.1% in Q3 FY'25, an increase of 190bps compared to the year-ago quarter.

Net income attributable to Korn Ferry and net income attributable to Korn Ferry margin decreased as a result of higher income tax provision in the current period compared to a non-recurring tax benefit recorded in the year-ago quarter from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance, partially offset by disciplined cost management and strong consultant productivity.

Adjusted EBITDA and Adjusted EBITDA margin increased due to disciplined cost management and strong consultant productivity.

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Results by Line of Business

Selected Consulting Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Fee revenue $ 158.7 $ 166.9 $ 493.3 $ 512.8
Total revenue $ 161.4 $ 169.9 $ 501.5 $ 521.7
Ending number of consultants and execution staff (b) 1,632 1,687 1,632 1,687
Hours worked in thousands (c) 344 381 1,137 1,239
Average bill rate (d) $ 461 $ 438 $ 434 $ 414
Adjusted Results (e): Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Adjusted EBITDA $ 28.0 $ 27.8 $ 86.4 $ 81.9
Adjusted EBITDA margin 17.7 % 16.7 % 17.5 % 16.0 %

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(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:

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Restructuring charges, net $ 1.3 $ 1.1 $ 1.7 $ 18.9
Impairment of right-of-use assets $ $ $ $ 0.6

Fee revenue was $158.7 million in Q3 FY'25, a decrease of 5% compared to year-ago quarter (down 3% at constant currency). The year-over-year decrease in Consulting fee revenue was primarily driven by a decline in our organizational strategy and total rewards offerings, due to the increase in larger engagements (those over $1.0 million) which convert to fee revenue over a longer duration and, to a lesser extent, slower client consumption of solutions and services such as assessments and training development.

Adjusted EBITDA was $28.0 million in Q3 FY'25 compared to $27.8 million in the year-ago quarter. Adjusted EBITDA margin in the quarter increased year-over-year by 100bps to 17.7%. These increases resulted primarily from higher average bill rates, greater consultant and execution staff productivity, and disciplined cost management.

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Selected Digital Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Fee revenue $ 90.8 $ 90.3 $ 271.9 $ 275.4
Total revenue $ 90.8 $ 90.4 $ 272.1 $ 275.6
Ending number of consultants 249 275 249 275
Subscription & License fee revenue $ 34.5 $ 32.8 $ 103.2 $ 97.7
Adjusted Results (b): Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Adjusted EBITDA $ 28.4 $ 27.4 $ 84.2 $ 80.7
Adjusted EBITDA margin 31.3 % 30.3 % 31.0 % 29.3 %

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(a)Numbers may not total due to rounding.

(b)Adjusted results exclude the following:

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Restructuring charges, net $ $ 0.6 $ $ 9.5
Impairment of fixed assets $ 0.4 $ $ 0.4 $ 1.5

Fee revenue was $90.8 million in Q3 FY'25 compared to $90.3 million in Q3 FY'24, essentially flat year-over-year (up 3% at constant currency).

Adjusted EBITDA was $28.4 million in Q3 FY'25 compared to $27.4 million in the year-ago quarter. Adjusted EBITDA margin in the quarter increased year-over-year by 100bps to 31.3%. The increase in Adjusted EBITDA margin was mainly due to improved consultant productivity and disciplined cost management.

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Selected Executive Search Data(a)

(dollars in millions) (b)

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Fee revenue $ 204.6 $ 199.3 $ 619.2 $ 607.5
Total revenue $ 206.6 $ 201.2 $ 624.9 $ 613.5
Ending number of consultants 560 562 560 562
Average number of consultants 558 574 551 582
Engagements billed 3,540 3,469 7,211 7,269
New engagements (c) 1,464 1,425 4,587 4,505
Adjusted Results (d): Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Adjusted EBITDA $ 51.2 $ 43.4 $ 152.0 $ 125.6
Adjusted EBITDA margin 25.0 % 21.8 % 24.5 % 20.7 %

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(a)Executive Search is the sum of the individual Executive Search Reporting Segments described in our annual and quarterly reporting on Forms 10-K and 10-Q 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:

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Restructuring charges, net $ $ 2.3 $ 0.2 $ 28.2
Impairment of right-of-use assets $ 2.5 $ $ 2.5 $ 0.9
Impairment of fixed assets $ 0.2 $ $ 0.2 $ 0.1

Fee revenue was $204.6 million in Q3 FY'25, an increase of $5.3 million or 3% compared to the year-ago quarter (up 4% at constant currency). The year-over-year increase in fee revenue was primarily driven by an increase in the number of engagements billed.

Adjusted EBITDA was $51.2 million in Q3 FY'25 compared to $43.4 million in the year-ago quarter. Adjusted EBITDA margin increased by 320bps to 25.0% in Q3 FY'25. The increase in Adjusted EBITDA and Adjusted EBITDA margin was due to higher fee revenue, consultant productivity, and disciplined cost management.

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Selected Professional Search & Interim Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Fee revenue $ 130.0 $ 130.9 $ 372.8 $ 411.5
Total revenue $ 130.9 $ 131.8 $ 375.6 $ 414.3
Permanent Placement:
Fee revenue $ 47.9 $ 52.4 $ 152.9 $ 167.2
Engagements billed 1,675 1,901 3,780 4,511
New engagements (b) 883 995 2,802 3,414
Ending number of consultants 296 344 296 344
Interim:
Fee revenue $ 82.1 $ 78.5 $ 219.9 $ 244.3
Average bill rate (c) $ 129 $ 129 $ 134 $ 126
Average weekly billable consultants (d) 1,324 1,283 1,124 1,352
Adjusted Results (e): Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Adjusted EBITDA $ 27.3 $ 23.8 $ 80.2 $ 73.7
Adjusted EBITDA margin 21.0 % 18.2 % 21.5 % 17.9 %

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(a)Numbers may not total due to rounding.

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

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

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

(e)Adjusted results exclude the following:

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Integration/acquisition costs $ 2.0 $ 3.8 $ 4.4 $ 12.7
Restructuring charges, net $ $ $ $ 3.8

Fee revenue was $130.0 million in Q3 FY'25 compared to $130.9 million Q3 FY'24, essentially flat year-over-year at actual and constant currency. During the quarter, fee revenue was impacted by the Industry-wide slowdown in demand for Permanent and Interim professionals offset by an increase in fee revenue from the acquisition of Trilogy, effective November 1, 2024.

Adjusted EBITDA was $27.3 million in Q3 FY'25 compared to $23.8 million in the year-ago quarter. Adjusted EBITDA margin increased year-over-year by 280bps to 21.0%. The increase in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to disciplined cost management.

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Selected Recruitment Process Outsourcing ("RPO") Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Fee revenue $ 84.7 $ 81.2 $ 260.8 $ 264.7
Total revenue $ 86.9 $ 83.6 $ 267.1 $ 270.5
Remaining revenue under contract (b) $ 752.4 $ 695.8 $ 752.4 $ 695.8
RPO new business (c) $ 209.9 $ 122.1 $ 414.6 $ 311.2
Adjusted Results (d): Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Adjusted EBITDA $ 12.7 $ 9.3 $ 38.1 $ 28.6
Adjusted EBITDA margin 15.0 % 11.4 % 14.6 % 10.8 %

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(a)Numbers may not total due to rounding.

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

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

(d)Adjusted results exclude the following:

Third Quarter Year to Date
FY’25 FY’24 FY’25 FY’24
Restructuring charges, net $ $ 0.7 $ $ 7.9
Impairment of right-of-use assets $ $ $ $ 0.1

Fee revenue was $84.7 million in Q3 FY'25 compared to $81.2 million in Q3 FY'24, an increase of 4%, (up 6% at constant currency). RPO fee revenue increased due to recent new client wins being stood up and an increase in demand from our base clients in the North America and Asia Pacific regions.

Adjusted EBITDA was $12.7 million in Q3 FY'25 compared to $9.3 million in the year-ago quarter. Adjusted EBITDA margin increased 360bps to 15.0% in Q3 FY'25. The increase in Adjusted EBITDA and Adjusted EBITDA margin both resulted from an increase in fee revenue, greater execution staff productivity, and disciplined cost management.

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Outlook

Assuming worldwide geopolitical conditions, economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated basis:

▪Q4 FY’25 fee revenue is expected to be in the range of $680 million and $700 million; and

▪Q4 FY’25 diluted earnings per share is expected to range between $1.20 to $1.28.

On a consolidated adjusted basis:

▪Q4 FY’25 adjusted diluted earnings per share is expected to be in the range from $1.22 to $1.30.

Q4 FY’25<br>Earnings Per Share Outlook
Low High
Consolidated diluted earnings per share $ 1.20 $ 1.28
Integration/acquisition costs 0.03 0.03
Tax rate impact (0.01) (0.01)
Consolidated adjusted diluted earnings per share(1) $ 1.22 $ 1.30

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(1)Consolidated adjusted diluted earnings per share is a non-GAAP financial measure that excludes the items listed in the table.

Earnings Conference Call Webcast

The earnings conference call will be held today at 12:00 PM (EDT) and hosted by CEO Gary Burnison, CFO Robert Rozek, SVP Business Development & Analytics Gregg Kvochak and VP Investor Relations Tiffany Louder. The conference call will be webcast and available online at ir.kornferry.com. We will also post to the investor relations 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.

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About Korn Ferry

Korn Ferry is a global organizational consulting firm, bringing together strategy and talent to drive superior performance for our clients. We work with our clients to design their organization structures, roles, and responsibilities. We help them hire the right people and advise them on how to reward, develop, and motivate their workforce. And we help professionals navigate and advance their careers.

Forward-Looking Statements

Statements in this press release and our conference call that relate to our outlook, projections, goals, strategies, future plans and expectations, including statements relating to expected labor market conditions, expected demand for and relevance of our products and services, expected results of our business diversification strategy, expected benefits of the acquisition of Trilogy, 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. 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 global and local political and or economic developments in or affecting countries where we have operations, such as inflation, trade wars, interest rates, labor market conditions, global slowdowns, or recessions, competition, geopolitical tensions, shifts in global trade patterns, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, impact of inflationary pressures on our profitability, our ability to maintain relationships with customers and suppliers and retaining key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, consolidation of or within the industries we serve, changes and developments in government laws and regulations, evolving investor and customer expectations with regard to corporate responsibility matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of recent workforce, real estate, and other restructuring initiatives, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property ("IP"), our ability to enhance, develop and respond to new technology, including artificial intelligence, our ability to successfully recover from a disaster or other business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, treaties, or regulations on our business and our Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, the utilization and billing rates of our consultants, seasonality, the expansion of social media platforms, the ability to effect acquisitions and integrate acquired businesses, resulting organizational changes, our indebtedness, and those relating to the ultimate magnitude and duration of any pandemic or outbreaks. For a detailed description of risks and uncertainties that could cause differences from our expectations, 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, impairment of right-of-use assets and restructuring charges, net of income tax effect, and to exclude a $9.7 million non-recurring tax benefit in the quarter ended January 31, 2024 from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance;

•Adjusted basic and diluted earnings per share, adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets and restructuring charges, net of income tax effect, and to exclude a $9.7 million non-recurring tax benefit in the quarter ended January 31, 2024 from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance;

•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; and

•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, impairment of right-of-use assets and restructuring charges, net when applicable, and Consolidated and Executive Search Adjusted EBITDA margin.

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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 primarily due to software impairment charge in our Digital segment, 3) impairment of right-of-use assets due to the decision to terminate and sublease some of our offices, 4) restructuring charges, net to align workforce to challenging macroeconomic business environment and 5) to exclude a $9.7 million non-recurring tax benefit in the quarter ended January 31, 2024 from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance. 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

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

Three Months Ended<br> January 31, Nine Months Ended<br> January 31,
2025 2024 2025 2024
(unaudited)
Fee revenue $ 668,729 $ 668,679 $ 2,018,040 $ 2,071,871
Reimbursed out-of-pocket engagement expenses 7,809 8,194 23,219 23,711
Total revenue 676,538 676,873 2,041,259 2,095,582
Compensation and benefits 425,319 456,216 1,314,521 1,389,956
General and administrative expenses 65,325 62,661 189,865 194,315
Reimbursed expenses 7,809 8,194 23,219 23,711
Cost of services 78,047 75,814 210,248 231,516
Depreciation and amortization 20,490 19,509 59,756 58,075
Restructuring charges, net 1,316 4,612 1,892 68,558
Total operating expenses 598,306 627,006 1,799,501 1,966,131
Operating income 78,232 49,867 241,758 129,451
Other income, net 9,363 23,817 29,259 23,559
Interest expense, net (5,461) (4,946) (15,032) (16,282)
Income before provision for income taxes 82,134 68,738 255,985 136,728
Income tax provision 22,795 9,018 70,047 29,779
Net income 59,339 59,720 185,938 106,949
Net income attributable to noncontrolling interest (925) (649) (4,120) (2,984)
Net income attributable to Korn Ferry $ 58,414 $ 59,071 $ 181,818 $ 103,965
Earnings per common share attributable to Korn Ferry:
Basic $ 1.12 $ 1.14 $ 3.46 $ 2.00
Diluted $ 1.10 $ 1.13 $ 3.40 $ 1.99
Weighted-average common shares outstanding:
Basic 51,606 51,126 51,838 51,129
Diluted 52,364 51,343 52,789 51,329

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY REPORTING SEGMENT

(dollars in thousands)

(unaudited)

Three Months Ended January 31, Nine Months Ended January 31,
2025 2024 % Change 2025 2024 % Change
Fee revenue:
Consulting $ 158,704 $ 166,947 (4.9 %) $ 493,345 $ 512,830 (3.8 %)
Digital 90,823 90,317 0.6 % 271,896 275,395 (1.3 %)
Executive Search:
North America 128,264 121,449 5.6 % 392,907 381,459 3.0 %
EMEA 47,840 48,999 (2.4 %) 140,609 138,873 1.3 %
Asia Pacific 21,664 21,324 1.6 % 63,707 65,167 (2.2 %)
Latin America 6,803 7,541 (9.8 %) 21,982 22,041 (0.3 %)
Total Executive Search (a) 204,571 199,313 2.6 % 619,205 607,540 1.9 %
Professional Search & Interim 129,957 130,890 (0.7 %) 372,805 411,453 (9.4 %)
RPO 84,674 81,212 4.3 % 260,789 264,653 (1.5 %)
Total fee revenue 668,729 668,679 0.0 % 2,018,040 2,071,871 (2.6 %)
Reimbursed out-of-pocket engagement expenses 7,809 8,194 (4.7 %) 23,219 23,711 (2.1 %)
Total revenue $ 676,538 $ 676,873 (0.0 %) $ 2,041,259 $ 2,095,582 (2.6 %)

(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

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

January 31,<br>2025 April 30,<br><br>2024 (1)
(unaudited)
ASSETS
Cash and cash equivalents $ 779,298 $ 941,005
Marketable securities 40,658 42,742
Receivables due from clients, net of allowance for doubtful accounts of $43,484 and $44,192 at January 31, 2025 and April 30, 2024, respectively 575,703 541,014
Income taxes and other receivables 54,467 40,696
Unearned compensation 61,842 59,247
Prepaid expenses and other assets 45,352 49,456
Total current assets 1,557,320 1,674,160
Marketable securities, non-current 241,037 211,681
Property and equipment, net 162,769 161,849
Operating lease right-of-use assets, net 148,169 160,464
Cash surrender value of company-owned life insurance policies, net of loans 254,027 218,977
Deferred income taxes 130,427 133,564
Goodwill 942,105 908,376
Intangible assets, net 75,841 88,833
Unearned compensation, non-current 111,121 99,913
Investments and other assets 26,843 21,052
Total assets $ 3,649,659 $ 3,678,869
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 51,659 $ 50,112
Income taxes payable 20,653 24,076
Compensation and benefits payable 416,051 525,466
Operating lease liability, current 36,806 36,073
Other accrued liabilities 292,588 298,792
Total current liabilities 817,757 934,519
Deferred compensation and other retirement plans 476,413 440,396
Operating lease liability, non-current 130,850 143,507
Long-term debt 397,535 396,946
Deferred tax liabilities 4,952 4,540
Other liabilities 24,875 21,636
Total liabilities 1,852,382 1,941,544
Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 78,287 and 77,460 shares issued and 51,573 and 51,983 shares outstanding at January 31, 2025 and April 30, 2024, respectively 365,435 414,885
Retained earnings 1,549,086 1,425,844
Accumulated other comprehensive loss, net (121,781) (107,671)
Total Korn Ferry stockholders' equity 1,792,740 1,733,058
Noncontrolling interest 4,537 4,267
Total stockholders' equity 1,797,277 1,737,325
Total liabilities and stockholders' equity $ 3,649,659 $ 3,678,869

(1)Information is derived from audited financial statements included in Form 10-K.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(dollars in thousands)

(unaudited)

Three Months Ended<br> January 31, Nine Months Ended<br> January 31,
2025 2024 2025 2024
Net income attributable to Korn Ferry $ 58,414 $ 59,071 $ 181,818 $ 103,965
Net income attributable to non-controlling interest 925 649 4,120 2,984
Net income 59,339 59,720 185,938 106,949
Income tax provision 22,795 9,018 70,047 29,779
Income before provision for income taxes 82,134 68,738 255,985 136,728
Interest expense, net 5,461 4,946 15,032 16,282
Depreciation and amortization 20,490 19,509 59,756 58,075
Integration/acquisition costs (1) 2,127 3,899 7,099 13,057
Impairment of fixed assets (2) 509 509 1,575
Impairment of right-of-use assets (3) 2,452 2,452 1,629
Restructuring charges, net (4) 1,316 4,612 1,892 68,558
Adjusted EBITDA $ 114,489 $ 101,704 $ 342,725 $ 295,904
Net income attributable to Korn Ferry margin 8.7 % 8.8 % 9.0 % 5.0 %
Net income attributable to non-controlling interest 0.1 % 0.1 % 0.2 % 0.1 %
Income tax provision 3.4 % 1.4 % 3.5 % 1.5 %
Interest expense, net 0.8 % 0.7 % 0.7 % 0.8 %
Depreciation and amortization 3.1 % 2.9 % 3.0 % 2.8 %
Integration/acquisition costs (1) 0.3 % 0.6 % 0.4 % 0.6 %
Impairment of fixed assets (2) 0.1 % % 0.0 % 0.1 %
Impairment of right-of-use assets (3) 0.4 % % 0.1 % 0.1 %
Restructuring charges, net (4) 0.2 % 0.7 % 0.1 % 3.3 %
Adjusted EBITDA margin 17.1 % 15.2 % 17.0 % 14.3 %
Net income attributable to Korn Ferry $ 58,414 $ 59,071 $ 181,818 $ 103,965
Integration/acquisition costs (1) 2,127 3,899 7,099 13,057
Impairment of fixed assets (2) 509 509 1,575
Impairment of right-of-use assets (3) 2,452 2,452 1,629
Restructuring charges, net (4) 1,316 4,612 1,892 68,558
Tax effect on the adjusted items (5) (1,555) (2,092) (2,700) (20,763)
Tax adjustment (6) (9,714) (9,714)
Adjusted net income attributable to Korn Ferry $ 63,263 $ 55,776 $ 191,070 $ 158,307

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.

(2)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment.

(3)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our offices.

(4)Restructuring charges incurred to align our workforce to eliminate excess capacity resulting from challenging macroeconomic business environment.

(5)Tax effect on integration/acquisition costs, impairment of fixed assets and right-of-use assets, and restructuring charges, net.

(6)Due to actions taken in connection with the worldwide minimum tax, the Company recorded a $9.7 million non-recurring tax benefit in the quarter ended January 31, 2024 that resulted in the release of a valuation allowance, which is included in the Company's US GAAP results but excluded from the Adjusted results.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED

(unaudited)

Three Months Ended<br> January 31, Nine Months Ended<br> January 31,
2025 2024 2025 2024
Basic earnings per common share $ 1.12 $ 1.14 $ 3.46 $ 2.00
Integration/acquisition costs (1) 0.04 0.07 0.14 0.25
Impairment of fixed assets (2) 0.01 0.01 0.03
Impairment of right-of-use assets (3) 0.05 0.05 0.03
Restructuring charges, net (4) 0.02 0.09 0.03 1.32
Tax effect on the adjusted items (5) (0.03) (0.04) (0.05) (0.40)
Tax adjustment (6) (0.19) (0.19)
Adjusted basic earnings per share $ 1.21 $ 1.07 $ 3.64 $ 3.04
Diluted earnings per common share $ 1.10 $ 1.13 $ 3.40 $ 1.99
Integration/acquisition costs (1) 0.04 0.07 0.13 0.25
Impairment of fixed assets (2) 0.01 0.01 0.03
Impairment of right-of-use assets (3) 0.05 0.05 0.03
Restructuring charges, net (4) 0.02 0.09 0.03 1.32
Tax effect on the adjusted items (5) (0.03) (0.04) (0.05) (0.40)
Tax adjustment (6) (0.18) (0.19)
Adjusted diluted earnings per share $ 1.19 $ 1.07 $ 3.57 $ 3.03

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.

(2)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment.

(3)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our offices.

(4)Restructuring charges incurred to align our workforce to eliminate excess capacity resulting from challenging macroeconomic business environment.

(5)Tax effect on integration/acquisition costs, impairment of fixed assets and right-of-use assets, and restructuring charges, net.

(6)Due to actions taken in connection with the worldwide minimum tax, the Company recorded a $9.7 million non-recurring tax benefit in the quarter ended January 31, 2024 that resulted in the release of a valuation allowance, which is included in the Company's US GAAP results but excluded from the Adjusted results.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED

(dollars in thousands)

(unaudited)

Three Months Ended January 31,
2025 2024
Net income attributable to Korn Ferry Net income attributable to Korn Ferry margin Net income attributable to Korn Ferry Net income attributable to Korn Ferry margin
Consolidated $ 58,414 8.7 % $ 59,071 8.8 %
Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin
Consulting $ 158,704 $ 161,382 $ 28,026 17.7 % $ 166,947 $ 169,929 $ 27,812 16.7 %
Digital 90,823 90,836 28,408 31.3 % 90,317 90,394 27,370 30.3 %
Executive Search:
North America 128,264 129,889 37,175 29.0 % 121,449 123,059 29,382 24.2 %
EMEA 47,840 48,087 7,845 16.4 % 48,999 49,171 7,799 15.9 %
Asia Pacific 21,664 21,794 4,504 20.8 % 21,324 21,384 4,500 21.1 %
Latin America 6,803 6,807 1,696 24.9 % 7,541 7,543 1,750 23.2 %
Total Executive Search 204,571 206,577 51,220 25.0 % 199,313 201,157 43,431 21.8 %
Professional Search & Interim 129,957 130,854 27,265 21.0 % 130,890 131,824 23,795 18.2 %
RPO 84,674 86,889 12,743 15.0 % 81,212 83,569 9,291 11.4 %
Corporate (33,173) (29,995)
Consolidated $ 668,729 $ 676,538 $ 114,489 17.1 % $ 668,679 $ 676,873 $ 101,704 15.2 % Nine Months Ended January 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024
Net income attributable to Korn Ferry Net income attributable to Korn Ferry margin Net income attributable to Korn Ferry Net income attributable to Korn Ferry margin
Consolidated $ 181,818 9.0 % $ 103,965 5.0 %
Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin
Consulting $ 493,345 $ 501,533 $ 86,426 17.5 % $ 512,830 $ 521,675 $ 81,920 16.0 %
Digital 271,896 272,085 84,219 31.0 % 275,395 275,563 80,678 29.3 %
Executive Search:
North America 392,907 397,395 109,180 27.8 % 381,459 386,405 87,574 23.0 %
EMEA 140,609 141,495 22,597 16.1 % 138,873 139,621 19,056 13.7 %
Asia Pacific 63,707 64,038 13,154 20.6 % 65,167 65,454 14,690 22.5 %
Latin America 21,982 21,992 7,046 32.1 % 22,041 22,050 4,296 19.5 %
Total Executive Search 619,205 624,920 151,977 24.5 % 607,540 613,530 125,616 20.7 %
Professional Search & Interim 372,805 375,572 80,174 21.5 % 411,453 414,348 73,746 17.9 %
RPO 260,789 267,149 38,136 14.6 % 264,653 270,466 28,617 10.8 %
Corporate (98,207) (94,673)
Consolidated $ 2,018,040 $ 2,041,259 $ 342,725 17.0 % $ 2,071,871 $ 2,095,582 $ 295,904 14.3 %