Forward-Looking Statements



This Quarterly Report on Form 10-Q may contain certain statements that we
believe are, or may be considered to be, "forward-looking" statements, within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements generally can be identified by use of
statements that include phrases such as "believe," "expect," "anticipate,"
"intend," "plan," "foresee," "may," "will," "likely," "estimates," "potential,"
"continue" or other similar words or phrases. Similarly, statements that
describe our objectives, plans or goals, as well as the magnitude and duration
of the impact of the global ("COVID-19") pandemic on our business, employees,
customers and our ability to provide services in affected regions. These
forward-looking statements are subject to risks and uncertainties that could
cause our actual results to differ materially from those contemplated by the
relevant forward-looking statement. The principal risk factors that could cause
actual performance and future actions to differ materially from the
forward-looking statements include, but are not limited to, those relating to
the ultimate magnitude and duration of COVID-19 and of any future pandemics or
similar 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 and or economic
developments in or affecting countries where we have operations, competition,
changes in demand for our services as a result of automation, dependence on and
costs of attracting and retaining qualified and experienced consultants,
maintaining our 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 governmental laws and regulations, evolving investor and
customer expectations with regard to environmental 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 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 and develop new technology,
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, the impact of the United Kingdom's
withdrawal from the European Union, 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, our
indebtedness, the phase-out of LIBOR, and the matters disclosed under the
heading "Risk Factors" in the Company's Exchange Act reports, including Item 1A
included in the Annual Report on Form 10-K for the fiscal year ended April 30,
2021 (the "Form 10-K"). Readers are urged to consider these factors carefully in
evaluating the forward-looking statements. The forward-looking statements
included in this Quarterly Report on Form 10-Q are made only as of the date of
this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly
update these forward-looking statements to reflect subsequent events or
circumstances.

The following presentation of management's discussion and analysis of our
financial condition and results of operations should be read together with our
consolidated financial statements and related notes included in this Quarterly
Report on Form 10-Q. We also make available on the Investor Relations portion of
our website earnings slides and other important information, which we encourage
you to review.

Executive Summary

Korn Ferry (referred to herein as the "Company" or in the first-person notations
"we," "our" and "us") is a global organizational consulting firm. We help
clients synchronize strategy, operations and talent to drive superior business
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.

We are pursuing a strategy that will help Korn Ferry to focus on clients and
collaborate intensively across the organization. This approach builds on the
best of our past and gives us a clear path to the future with focused
initiatives to increase our client and commercial impact. Korn Ferry is
transforming how clients address their talent management needs. We have evolved
from a mono-line business to a multi-faceted consultancy business, giving our
consultants more frequent and expanded opportunities to engage with clients.

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Our seven reportable segments operate through the following four lines of business:

1. Consulting aligns organization structure, culture, performance and people to

drive sustainable growth by addressing four fundamental needs: Organizational

Strategy, Assessment and Succession, Leadership and Professional Development,

and Total Rewards. This work is supported by a comprehensive range of some of

the world's leading lP and data.

2. Digital leverages an artificial intelligence ("AI") powered, machine-learning

platform to identify the best structures, roles, capabilities and behaviors

needed to drive business forward. The end-to-end system combines Korn Ferry

proprietary data, client data, and external market data to generate insight

and recommend action.

3. Executive Search helps organizations recruit board level, chief executive and

other senior executive and general management talent. Behavioral interviewing

and proprietary assessments are used to determine ideal organizational fit,

and salary benchmarking builds appropriate frameworks for compensation and


     retention.


  4. Recruitment Process Outsourcing ("RPO") & Professional Search combines

people, process expertise and IP-enabled technology to deliver enterprise

talent acquisition solutions to clients. Transaction sizes range from single

professional searches to team, department and line of business projects, and

global outsource recruiting solutions.




The Company has seven reportable segments: Consulting, Digital, Executive Search
North America, Executive Search EMEA, Executive Search Asia Pacific, Executive
Search Latin America and RPO & Professional Search.

? Approximately 75% of the executive searches we performed in fiscal 2021 were

for board level, chief executive and other senior executive and general

management positions. Our 3,635 search engagement clients in fiscal 2021

included many of the world's largest and most prestigious public and private

companies.

? We have built strong client loyalty, with 90% of the assignments performed

during fiscal 2021 having been on behalf of clients for whom we had conducted

assignments in the previous three fiscal years.

? Approximately 70% of our revenues were generated from clients that have


     utilized multiple lines of our business.


  ?  A vital pillar of our growth strategy is Digital. Our data and IP are

embedded into the core business processes of our clients, helping us generate

long-term relationships through large scale and technology-based talent

programs.

? In fiscal 2021, Korn Ferry was recognized as one of the top RPO providers in

the Baker's Dozen list, marking our 14th consecutive year on the list. We

were also named leader on the Everest PEAK Matrix for four years running and

achieved star performer status in 2021, with an improved leader position from

2020. Through decades of experience, we have enhanced our RPO solution to

deliver quality candidates that drive our clients' business strategies. We

leverage proprietary IP and data sets to guide clients on the critical skills

and competencies to look for, compensation information to align with market

demand, and assessment tools to ensure candidate fit. In fiscal 2021, we

introduced Nimble, a new, fully integrated recruitment technology solution

incorporating Candidate Relationship Management, AI Assistance & Screening

and Korn Ferry Assessments.

The Impact of COVID-19



In March 2020, COVID-19 was reported to have spread to over 100 countries,
territories or areas, worldwide, and in the fourth quarter of fiscal 2020, the
World Health Organization declared it a pandemic. The negative business impact
from the pandemic was felt throughout all the geographical areas in which we do
business during the first quarter of fiscal 2021. Governments and companies
implemented social distancing - limiting either travel or in person individual
or group face-to-face interaction as well as working from home to adhere to stay
at home orders from national, state and city governments. Such restrictions
initially impacted our ability to provide our products and services to our
clients with such impact lessening in the second, third and fourth quarters of
fiscal 2021 as the world learned to work in different ways. Starting in the
fourth quarter of fiscal 2020 and continuing in the first quarter of fiscal
2021, the outbreak restricted the level of economic activity in the areas in
which we operate and had an adverse impact on demand for and sales of our
products and services. As a result of this, we initiated a plan in April 2020
that was intended to adjust our cost base to the economic environment at that
time and to position us to invest in the recovery. This plan resulted in
restructuring charges of $0.8 million and $30.7 million associated with
severance during the three and nine months ended January 31, 2021, respectively.
During the last five quarters, the Company's business conditions improved
substantially from where it was in the second and first quarters of fiscal 2021
as demand has increased driven by the relevance of the Company's solutions in
helping businesses solve their organizational and human capital issues.



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Performance Highlights

On November 1, 2021, we completed the acquisition of Lucas Group for $90.9
million, net of cash acquired. Lucas Group contributes a substantial
professional search and contracting expertise that is expected to enhance our
search portfolio. Lucas Group is a professional search and contracting staffing
firm, targeting middle market businesses. The addition of Lucas Group to Korn
Ferry's broader talent acquisition portfolio - spanning Executive Search,
Recruitment Process Outsourcing, and Professional Search - is expected to
accelerate our ability to capture additional share of this significant market.
Lucas Group is included in the RPO & Professional Search segment.

The Company evaluates performance and allocates resources based on the chief
operating decision maker's review of (1) fee revenue and (2) adjusted earnings
before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). To
the extent that such charges occur, Adjusted EBITDA excludes restructuring
charges, integration/acquisition costs, certain separation costs and certain
non-cash charges (goodwill, intangible asset and other impairment charges). For
the three months ended January 31, 2022, Adjusted EBITDA excludes $3.2 million
of integration/acquisition costs. For the nine months ended January 31, 2022,
Adjusted EBITDA excluded a $7.4 million impairment of right-of-use assets, $4.3
million of integration/acquisition costs and $1.9 million impairment of fixed
assets.

Consolidated and the subtotals of Executive Search Adjusted EBITDA and Adjusted
EBITDA margin are non-GAAP financial measures and have limitations as analytical
tools. They should not be viewed as a substitute for financial information
determined in accordance with United States ("U.S.") generally accepted
accounting principles ("GAAP") and should not be considered in isolation or as a
substitute for analysis of the Company's results as reported under GAAP. In
addition, they may not necessarily be comparable to non-GAAP performance
measures that may be presented by other companies.

Management believes the presentation of these non-GAAP financial measures
provides meaningful supplemental information regarding Korn Ferry's performance
by excluding certain charges, items of income and other items that may not be
indicative of Korn Ferry's ongoing operating results. The use of these non-GAAP
financial measures facilitates comparisons to Korn Ferry's historical
performance and the identification of operating trends that may otherwise be
distorted by the factors discussed above. Korn Ferry includes these non-GAAP
financial measures because management believes it is 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. The accounting policies for the reportable
segments are the same as those described in the summary of significant
accounting policies in the accompanying consolidated financial statements,
except that the above noted items are excluded to arrive at Adjusted EBITDA.
Management further believes that 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.

Fee revenue was $680.7 million during the three months ended January 31, 2022,
an increase of $205.3 million, or 43%, compared to $475.4 million in the three
months ended January 31, 2021, with increases in fee revenue across all lines of
business primarily due to the relevance of the Company's solutions. Exchange
rates unfavorably impacted fee revenue by $8.1 million, or 2%, in the three
months ended January 31, 2022 compared to the year-ago quarter. Net income
attributable to Korn Ferry in the three months ended January 31, 2022 was $84.1
million, an increase of $32.8 million as compared to net income attributable to
Korn Ferry of $51.3 million in the year-ago quarter. Adjusted EBITDA in the
three months ended January 31, 2022 was $138.3 million, an increase of $41.6
million as compared to $96.7 million in the year-ago quarter. During the three
months ended January 31, 2022, the Executive Search, RPO & Professional Search,
Consulting, and Digital lines of business contributed $65.7 million, $44.1
million, $28.6 million and $28.1 million, respectively, to Adjusted EBITDA,
which was offset by Corporate expenses net of other income of $28.2 million.

Our cash, cash equivalents and marketable securities increased by $10.2 million
to $1,107.3 million at January 31, 2022, compared to $1,097.1 million at April
30, 2021. This increase was primarily due to an inflow of cash from operations,
partially offset by cash used for the acquisition of Lucas Group, annual bonuses
earned in fiscal 2021 and paid during the first quarter of fiscal 2022,
retention payments, capital expenditures, the semi-annual interest payment on
the 4.625% Senior Unsecured Notes due 2027 (the "Notes"), dividends paid to
stockholders and stock repurchases made during the nine months ended January 31,
2022. As of January 31, 2022, we held marketable securities to settle
obligations under our Executive Capital Accumulation Plan ("ECAP") with a cost
value of $164.0 million and a fair value of $184.1 million. Our vested
obligations for which these assets were held in trust totaled $175.2 million as
of January 31, 2022 and our unvested obligations totaled $25.9 million.

Our working capital increased by $79.5 million to $816.6 million as of January
31, 2022, as compared to $737.1 million at April 30, 2021. We believe that cash
on hand and funds from operations and other forms of liquidity will be
sufficient to meet our anticipated working capital, capital expenditures,
general corporate requirements, repayment of debt obligations and dividend
payments under our dividend policy in the next 12 months. We had $645.3 million
and $646.0 million available for borrowing under our Revolver (as defined
herein) at January 31, 2022 and April 30, 2021, respectively. As of January 31,
2022 and April 30, 2021, there were $4.7 million and $4.0 million of standby
letters of credit issued, respectively, under our long-term debt

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arrangements. We had a total of $10.3 million and $11.0 million of standby letters of credit with other financial institutions as of January 31, 2022 and April 30, 2021, respectively.

Results of Operations



The following table summarizes the results of our operations as a percentage of
fee revenue:
(Numbers may not total exactly due to rounding)

                                        Three Months Ended              Nine Months Ended
                                            January 31,                    January 31,
                                       2022             2021           2022            2021
Fee revenue                               100.0 %         100.0 %         100.0 %        100.0 %
Reimbursed out-of-pocket
engagement expenses                         0.6             0.5             0.6            0.6
Total revenue                             100.6           100.5           100.6          100.6
Compensation and benefits                  65.5            68.6            66.8           73.1
General and administrative
expenses                                    8.9             9.9             9.2           11.2
Reimbursed expenses                         0.6             0.5             0.6            0.6
Cost of services                            4.7             4.2             4.1            4.0
Depreciation and amortization               2.4             3.3             2.5            3.7
Restructuring charges, net                    -             0.2               -            2.4
Operating income                           18.6            13.7            17.4            5.5
Net income                                 12.5 %          10.9 %          12.5 %          3.9 %
Net income attributable to Korn
Ferry                                      12.4 %          10.8 %          12.3 %          3.8 %



The following tables summarize the results of our operations: (Numbers may not total exactly due to rounding)



                                       Three Months Ended                                     Nine Months Ended
                                           January 31,                                           January 31,
                                 2022                      2021                       2022                        2021
                          Dollars         %         Dollars         %          Dollars          %          Dollars          %
                                                                 (dollars in thousands)
Fee revenue
Consulting               $ 162,889        23.9 %   $ 136,268        28.7 %   $   476,260        25.0 %   $   362,271        28.9 %
Digital                     90,194        13.3        75,791        15.9         259,504        13.6         206,807        16.5
Executive Search:
North America              152,597        22.4       106,002        22.3         449,472        23.6         266,485        21.2
EMEA                        47,509         7.0        35,991         7.6         132,690         7.0          97,701         7.8
Asia Pacific                31,425         4.6        21,643         4.6          88,385         4.6          59,702         4.8
Latin America                7,468         1.1         4,468         0.9   

20,815 1.1 12,419 1.0 Total Executive Search 238,999 35.1 168,104 35.4

691,362 36.3 436,307 34.8 RPO & Professional Search

                     188,659        27.7        95,197        20.0    

478,453 25.1 249,511 19.9 Total fee revenue 680,741 100.0 % 475,360 100.0 %

     1,905,579       100.0 %     1,254,896       100.0 %
Reimbursed
out-of-pocket
engagement expense           4,215                     2,520                      10,873                       7,656
Total revenue            $ 684,956                 $ 477,880                 $ 1,916,452                 $ 1,262,552



In the tables that follow, the Company presents a subtotal for Executive Search
Adjusted EBITDA and a single percentage for Executive Search Adjusted EBITDA
margin, which reflects the aggregate of all of the individual Executive Search
Regions. These figures are non-GAAP financial measures and are presented as they
are consistent with the Company's lines of business and are financial metrics
used by the Company's investor base.


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