Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of our common stock as of ~~March 5,~~December 2, 2020 was ~~55,044,489~~53,937,912 shares.

	January 31, 2020			April 30, 2019			October 31, 2020			April 30, 2020
	(unaudited)						(unaudited)
	(in thousands, except per share data)						(in thousands, except per share data)
ASSETS
Cash and cash equivalents	$	563,708		$	626,360		$	553,109		$	689,244
Marketable securities		41,022			8,288			47,719			41,951
Receivables due from clients, net of allowance for doubtful accounts of $25,168 and $21,582 at January 31, 2020 and April 30, 2019, respectively		472,261			404,857
Receivables due from clients, net of allowance for doubtful accounts of $27,853 and $23,795 at October 31, 2020 and April 30, 2020, respectively								435,393			397,165
Income taxes and other receivables		38,656			26,767			52,995			38,755
Unearned compensation		46,386			42,003			50,688			43,117
Prepaid expenses and other assets		35,094			28,535			30,984			26,851
Total current assets		1,197,127			1,136,810			1,170,888			1,237,083

Marketable securities, non-current		143,789			132,463			146,625			132,134
Property and equipment, net		143,230			131,505			136,035			142,728
Operating lease right-of-use assets, net		209,236			—			183,926			195,077
Cash surrender value of company-owned life insurance policies, net of loans		145,305			126,000			150,190			146,408
Deferred income taxes		44,928			43,220			49,908			55,479
Goodwill		615,513			578,298			621,560			613,943
Intangible assets, net		116,882			82,948			102,351			111,926
Unearned compensation, non-current		93,934			80,924			105,569			79,510
Investments and other assets		29,705			22,684			25,590			29,540
Total assets	$	2,739,649		$	2,334,852		$	2,692,642		$	2,743,828
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	36,044		$	39,156		$	37,639		$	45,684
Income taxes payable		17,128			21,145			10,591			21,158
Compensation and benefits payable		258,789			328,610			247,016			280,911
Operating lease liability, current		53,592			—			51,961			54,851
Other accrued liabilities		194,838			162,047			211,704			221,603
Total current liabilities		560,391			550,958			558,911			624,207

Deferred compensation and other retirement plans		283,293			257,635			312,187			289,136
Operating lease liability, non-current		194,209			—			167,116			180,766
Long-term debt		393,986			222,878			394,465			394,144
Deferred tax liabilities		837			1,103			556			1,056
Other liabilities		29,280			58,891			37,885			30,828
Total liabilities		1,461,996			1,091,465			1,471,120			1,520,137

Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 73,210 and 72,442 shares issued and 55,258 and 56,431 shares outstanding at January 31, 2020 and April 30, 2019, respectively		604,609			656,463
Common stock: $0.01 par value, 150,000 shares authorized, 74,845 and 73,205 shares issued and 54,153 and 54,450 shares outstanding at October 31, 2020 and April 30, 2020, respectively								575,103			585,560
Retained earnings		749,301			660,845			728,524			742,993
Accumulated other comprehensive loss, net		(78,810	)		(76,652	)		(83,655	)		(107,172	)
Total Korn Ferry stockholders' equity		1,275,100			1,240,656			1,219,972			1,221,381
Noncontrolling interest		2,553			2,731			1,550			2,310
Total stockholders' equity		1,277,653			1,243,387			1,221,522			1,223,691
Total liabilities and stockholders' equity	$	2,739,649		$	2,334,852		$	2,692,642		$	2,743,828

The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended October 31,						Six Months Ended October 31,
	2020			2019			2020			2019			2020			2019			2020			2019
	(in thousands, except per share data)												(in thousands, except per share data)
Fee revenue	$	515,325		$	474,504		$	1,492,263		$	1,435,277		$	435,439		$	492,389		$	779,536		$	976,938
Reimbursed out-of-pocket engagement expenses		12,654			11,668			36,091			36,050			2,350			11,788			5,136			23,437
Total revenue		527,979			486,172			1,528,354			1,471,327			437,789			504,177			784,672			1,000,375

Compensation and benefits		348,597			321,835			1,014,475			979,575			307,185			337,382			591,197			665,878
General and administrative expenses		71,355			61,179			199,171			287,641			46,476			62,009			93,565			127,816
Reimbursed expenses		12,654			11,668			36,091			36,050			2,350			11,788			5,136			23,437
Cost of services		30,822			17,066			66,371			55,020			15,901			18,414			30,170			35,549
Depreciation and amortization		14,863			11,741			40,355			34,490			15,298			12,715			30,333			25,492
Restructuring charges, net		18,093			—			18,093			—			2,407			—			29,894			—
Total operating expenses		496,384			423,489			1,374,556			1,392,776			389,617			442,308			780,295			878,172

Operating income		31,595			62,683			153,798			78,551			48,172			61,869			4,377			122,203
Other income, net		5,055			2,463			8,014			2,483			277			1,133			11,439			2,959
Interest expense, net		(6,919	)		(4,282	)		(15,186	)		(12,722	)		(7,494	)		(4,210	)		(14,388	)		(8,267	)
Income before provision for income taxes		29,731			60,864			146,626			68,312			40,955			58,792			1,428			116,895
Income tax provision		8,775			15,420			38,988			14,143			12,877			15,760			4,205			30,213
Net income		20,956			45,444			107,638			54,169
Net income (loss)														28,078			43,032			(2,777	)		86,682
Net income attributable to noncontrolling interest		(963	)		(480	)		(1,890	)		(1,782	)		(300	)		(228	)		(278	)		(927	)
Net income attributable to Korn Ferry	$	19,993		$	44,964		$	105,748		$	52,387
Net income (loss) attributable to Korn Ferry													$	27,778		$	42,804		$	(3,055	)	$	85,755

Earnings per common share attributable to Korn Ferry:
Earnings (loss) per common share attributable to Korn Ferry:
Basic	$	0.37		$	0.81		$	1.92		$	0.94		$	0.51		$	0.78		$	(0.06	)	$	1.54
Diluted	$	0.36		$	0.80		$	1.90		$	0.92		$	0.51		$	0.77		$	(0.06	)	$	1.54

Weighted-average common shares outstanding:
Basic		53,999			55,233			54,611			55,358			53,229			54,568			53,246			54,917
Diluted		54,264			55,753			55,006			56,181			53,390			54,716			53,246			55,170

Cash dividends declared per share:	$	0.10		$	0.10		$	0.30		$	0.30		$	0.10		$	0.10		$	0.20		$	0.20

The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended October 31,						Six Months Ended October 31,
	2020			2019			2020			2019			2020			2019			2020			2019
	(in thousands)												(in thousands)
Net income	$	20,956		$	45,444		$	107,638		$	54,169
Net income (loss)													$	28,078		$	43,032		$	(2,777	)	$	86,682

Other comprehensive income (loss):
Other comprehensive income:
Foreign currency translation adjustments		497			6,089			(3,588	)		(21,245	)		(2,719	)		1,213			22,303			(4,085	)
Deferred compensation and pension plan adjustments, net of tax		943			273			1,933			819			683			495			1,325			990
Net unrealized loss on marketable securities, net of tax		(5	)		—			(5	)		—			(25	)		—			(34	)		—
Net unrealized gain (loss) on interest rate swap, net of tax		495			(980	)		(456	)		(702	)
Net unrealized loss on interest rate swap, net of tax														—			(356	)		—			(951	)
Comprehensive income		22,886			50,826			105,522			33,041			26,017			44,384			20,817			82,636
Less: comprehensive income attributable to noncontrolling interest		(1,057	)		(552	)		(1,932	)		(1,593	)		(302	)		(112	)		(355	)		(875	)
Comprehensive income attributable to Korn Ferry	$	21,829		$	50,274		$	103,590		$	31,448		$	25,715		$	44,272		$	20,462		$	81,761

The accompanying notes are an integral part of these consolidated financial statements.

Accumulated
Other

Total

Comprehensive

Korn Ferry

Total

Common Stock

Retained

(Loss) Income,

Stockholders'

Noncontrolling

Stockholder's

Shares

Amount

Earnings

Net

Equity

Interest

Equity

(in thousands)

Balance as of April 30, 2019

56,431

$
656,463

$
660,845

$
(76,652
)

$
1,240,656

$
2,731

$
1,243,387

Net income

—

—

42,951

—

42,951

699

43,650

Other comprehensive (loss) income

—

—

—

(5,462
)

(5,462
)

64

(5,398
)
Dividends paid to shareholders

—

—

(6,081
)

—

(6,081
)

—

(6,081
)
Purchase of stock

(546
)

(21,329
)

—

—

(21,329
)

—

(21,329
)
Issuance of stock

711

5,074

—

—

5,074

—

5,074

Stock-based compensation

—

5,091

—

—

5,091

—

5,091

Balance as of July 31, 2019

56,596

645,299

697,715

(82,114
)

1,260,900

3,494

1,264,394

Net income

—

—

42,804

—

42,804

228

43,032

Other comprehensive income (loss)

—

—

—

1,468

1,468

(116
)

1,352

Dividends paid to shareholders

—

—

(5,628
)

—

(5,628
)

—

(5,628
)
Dividends paid to noncontrolling interest

—

—

—

—

—

(1,046
)

(1,046
)
Purchase of stock

(1,313
)

(49,325
)

—

—

(49,325
)

—

(49,325
)
Issuance of stock

32

—

—

—

—

—

—

Stock-based compensation

—

5,712

—

—

5,712

—

5,712

Balance as of October 31, 2019

55,315

601,686

734,891

(80,646
)

1,255,931

2,560

1,258,491

Net income

—

—

19,993

—

19,993

963

20,956

Other comprehensive income

—

—

—

1,836

1,836

94

1,930

Dividends paid to shareholders

—

—

(5,583
)

—

(5,583
)

—

(5,583
)
Dividends paid to noncontrolling interest

—

—

—

—

—

(1,064
)

(1,064
)
Purchase of stock

(157
)

(6,263
)

—

—

(6,263
)

—

(6,263
)
Issuance of stock

100

3,967

—

—

3,967

—

3,967

Stock-based compensation

—

5,219

—

—

5,219

—

5,219

Balance as of January 31, 2020

55,258

$
604,609

$
749,301

$
(78,810
)

$
1,275,100

$
2,553

$
1,277,653

										Accumulated Other			Total																		Accumulated Other			Total Korn Ferry						Total
										Comprehensive			Korn Ferry						Total			Common Stock						Retained			Comprehensive			Stockholders'			Noncontrolling			Stockholder's
	Common Stock						Retained			(Loss) Income,			Stockholders'			Noncontrolling			Stockholder's			Shares			Amount			Earnings			Loss, Net			Equity			Interest			Equity
	Shares			Amount			Earnings			Net			Equity			Interest			Equity			(in thousands)
	(in thousands)
Balance as of April 30, 2018		56,517		$	683,942		$	572,800		$	(40,135	)	$	1,216,607		$	3,008		$	1,219,615
Balance as of April 30, 2020																							54,450		$	585,560		$	742,993		$	(107,172	)	$	1,221,381		$	2,310		$	1,223,691
Net loss		—			—			(38,611	)		—			(38,611	)		19			(38,592	)		—			—			(30,833	)		—			(30,833	)		(22	)		(30,855	)
Other comprehensive (loss) income		—			—			—			(14,156	)		(14,156	)		6			(14,150	)
Effect of adopting new accounting standards		—			—			8,853			(2,197	)		6,656			—			6,656
Other comprehensive income																							—			—			—			25,580			25,580			75			25,655
Dividends paid to shareholders		—			—			(6,027	)		—			(6,027	)		—			(6,027	)		—			—			(5,807	)		—			(5,807	)		—			(5,807	)
Purchase of stock		(200	)		(13,054	)		—			—			(13,054	)		—			(13,054	)		(161	)		(4,442	)		—			—			(4,442	)		—			(4,442	)
Issuance of stock		621			4,803			—			—			4,803			—			4,803			580			3,966			—			—			3,966			—			3,966
Stock-based compensation		—			5,369			—			—			5,369			—			5,369			—			5,813			—			—			5,813			—			5,813
Balance as of July 31, 2018		56,938			681,060			537,015			(56,488	)		1,161,587			3,033			1,164,620
Net income		—			—			46,034			—			46,034			1,283			47,317
Other comprehensive loss		—			—			—			(12,093	)		(12,093	)		(267	)		(12,360	)
Balance as of July 31, 2020																							54,869			590,897			706,353			(81,592	)		1,215,658			2,363			1,218,021
Net Income																							—			—			27,778			—			27,778			300			28,078
Other comprehensive (loss) income																							—			—			—			(2,063	)		(2,063	)		2			(2,061	)
Dividends paid to shareholders		—			—			(5,716	)		—			(5,716	)		—			(5,716	)		—			—			(5,607	)		—			(5,607	)		—			(5,607	)
Dividends paid to noncontrolling interest		—			—			—			—			—			(690	)		(690	)
Dividends to noncontrolling interest																							—			—			—			—			—			(1,115	)		(1,115	)
Purchase of stock		(459	)		(22,875	)		—			—			(22,875	)		—			(22,875	)		(757	)		(22,878	)		—			—			(22,878	)		—			(22,878	)
Issuance of stock		32			—			—			—			—			—			—			41			—			—			—			—			—			—
Stock-based compensation		—			6,301			—			—			6,301			—			6,301			—			7,084			—			—			7,084			—			7,084
Balance as of October 31, 2018		56,511			664,486			577,333			(68,581	)		1,173,238			3,359			1,176,597
Net income		—			—			44,964			—			44,964			480			45,444
Other comprehensive income		—			—			—			5,310			5,310			72			5,382
Dividends paid to shareholders		—			—			(6,015	)		—			(6,015	)		—			(6,015	)
Dividends paid to noncontrolling interest		—			—			—			—			—			(1,565	)		(1,565	)
Purchase of stock		(503	)		(21,940	)		—			—			(21,940	)		—			(21,940	)
Issuance of stock		412			3,724			—			—			3,724			—			3,724
Stock-based compensation		—			5,413			—			—			5,413			—			5,413
Balance as of January 31, 2019		56,420		$	651,683		$	616,282		$	(63,271	)	$	1,204,694		$	2,346		$	1,207,040
Balance as of October 31, 2020																							54,153		$	575,103		$	728,524		$	(83,655	)	$	1,219,972		$	1,550		$	1,221,522

										Accumulated Other			Total Korn Ferry						Total
	Common Stock						Retained			Comprehensive			Stockholders'			Noncontrolling			Stockholder's
	Shares			Amount			Earnings			Loss, Net			Equity			Interest			Equity
	(in thousands)
Balance as of April 30, 2019		56,431		$	656,463		$	660,845		$	(76,652	)	$	1,240,656		$	2,731		$	1,243,387
Net income		—			—			42,951			—			42,951			699			43,650
Other comprehensive (loss) income		—			—			—			(5,462	)		(5,462	)		64			(5,398	)
Dividends paid to shareholders		—			—			(6,081	)		—			(6,081	)		—			(6,081	)
Purchase of stock		(546	)		(21,329	)		—			—			(21,329	)		—			(21,329	)
Issuance of stock		711			5,074			—			—			5,074			—			5,074
Stock-based compensation		—			5,091			—			—			5,091			—			5,091
Balance as of July 31, 2019		56,596			645,299			697,715			(82,114	)		1,260,900			3,494			1,264,394
Net income		—			—			42,804			—			42,804			228			43,032
Other comprehensive income (loss)		—			—			—			1,468			1,468			(116	)		1,352
Dividends paid to shareholders		—			—			(5,628	)		—			(5,628	)		—			(5,628	)
Dividends to noncontrolling interest		—			—			—			—			—			(1,046	)		(1,046	)
Purchase of stock		(1,313	)		(49,325	)		—			—			(49,325	)		—			(49,325	)
Issuance of stock		32			—			—			—			—			—			—
Stock-based compensation		—			5,712			—			—			5,712			—			5,712
Balance as of October 31, 2019		55,315		$	601,686		$	734,891		$	(80,646	)	$	1,255,931		$	2,560		$	1,258,491

The accompanying notes are an integral part of these consolidated financial statements.

	Nine Months Ended January 31,						Six Months Ended October 31,
	2020			2019			2020			2019
	(in thousands)						(in thousands)
Cash flows from operating activities:
Net income	$	107,638		$	54,169
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(2,777	)	$	86,682
Adjustments to reconcile net (loss) income to net cash used by operating activities:
Depreciation and amortization		40,355			34,490			30,333			25,492
Stock-based compensation expense		16,988			18,028			13,195			11,520
Tradename write-offs		—			106,555
Write-off of long-lived assets		2,654			—
Provision for doubtful accounts		10,958			11,012			7,993			7,150
Gain on cash surrender value of life insurance policies		(5,794	)		(4,547	)		(3,899	)		(4,209	)
Gain on marketable securities		(8,341	)		(1,330	)		(12,025	)		(3,121	)
Deferred income taxes		(1,974	)		(23,192	)		5,071			6,402
Change in other assets and liabilities:
Deferred compensation		26,646			5,486			22,670			14,817
Receivables due from clients		(37,258	)		(44,332	)		(46,221	)		(60,556	)
Income taxes and other receivables		(6,424	)		(1,142	)		(13,755	)		(13,468	)
Prepaid expenses and other assets		(9,191	)		(479	)		(4,135	)		(8,140	)
Unearned compensation		(17,393	)		(15,097	)		(33,630	)		(26,576	)
Income taxes payable		(1,444	)		(532	)		(11,964	)		(6,139	)
Accounts payable and accrued liabilities		(59,911	)		(33,076	)		(52,622	)		(133,444	)
Other		(372	)		(5,056	)		9,716			(508	)
Net cash provided by operating activities		57,137			100,957
Net cash used in operating activities								(92,050	)		(104,098	)
Cash flows from investing activities:
Purchase of property and equipment		(33,753	)		(36,886	)		(15,329	)		(23,817	)
Purchase of marketable securities		(39,081	)		(8,672	)		(40,572	)		(3,826	)
Proceeds from sales/maturities of marketable securities		3,245			13,557			32,343			3,016
Cash paid for acquisitions, net of cash acquired		(108,602	)		—
Premium on company-owned life insurance policies		(15,448	)		(34,612	)		(361	)		(355	)
Proceeds from life insurance policies		2,280			6,972			591			1,999
Dividends received from unconsolidated subsidiaries		286			140			—			166
Net cash used in investing activities		(191,073	)		(59,501	)		(23,328	)		(22,817	)
Cash flows from financing activities:
Proceeds from long term debt		445,500			226,875			—			50,000
Principal payments on long term debt		(276,875	)		(238,906	)
Payment of debt issuance costs		(3,050	)		(2,181	)
Repurchases of common stock		(68,055	)		(37,372	)
Payments of tax withholdings on restricted stock		(8,862	)		(20,497	)		(4,550	)		(8,725	)
Proceeds from issuance of common stock upon exercise of employee stock options and in connection with an employee stock purchase plan		7,684			7,271			3,371			4,313
Borrowings under life insurance policies		—			31,870
Payments on life insurance policy loans		(943	)		(4,351	)		(596	)		(943	)
Principal payments on finance leases		(1,426	)		—			(664	)		(927	)
Dividends paid to shareholders		(17,292	)		(17,758	)		(11,414	)		(11,709	)
Dividends - noncontrolling interest		(2,110	)		(2,255	)		(558	)		(1,046	)
Repurchases of common stock								(22,770	)		(61,929	)
Payment of contingent consideration from acquisitions		(455	)		(455	)		—			(455	)
Net cash provided by (used in) financing activities		74,116			(57,759	)
Net cash used in financing activities								(37,181	)		(31,421	)
Effect of exchange rate changes on cash and cash equivalents		(2,832	)		(15,036	)		16,424			(3,601	)
Net decrease in cash and cash equivalents		(62,652	)		(31,339	)		(136,135	)		(161,937	)
Cash and cash equivalents at beginning of period		626,360			520,848			689,244			626,360
Cash and cash equivalents at end of the period	$	563,708		$	489,509		$	553,109		$	464,423

The accompanying notes are an integral part of these consolidated financial statements.

Korn Ferry, a Delaware corporation, ~~(the “Company”),~~ and its subsidiaries (the “Company”) is a global organizational consulting firm. The Company helps clients synchronize strategy and talent to drive superior performance. The Company works with organizations to design their structures, roles and responsibilities. The Company helps organizations hire the right people to bring their strategy to life and advise them on how to reward, develop and motivate their people.

The Company is 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~~the Company’s past and gives the Company a clear path to the future with focused initiatives to increase ~~our~~its client and commercial impact. Korn Ferry is transforming how clients address their talent management needs. The Company has evolved from a mono-line to a diversified business, giving ~~our~~its consultants more frequent and expanded opportunities to engage with clients.

~~The combination of Consulting and Digital were formerly referred to as Korn Ferry Advisory (“Advisory”).~~

The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, ~~2019~~2020 for the Company and its wholly and majority owned/controlled domestic and international subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements conform with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and prevailing practice within ~~the industry.~~our different industries. The consolidated financial statements include all adjustments, consisting of normal recurring accruals and any other adjustments that management considers necessary for a fair presentation of the results for these periods. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year.

Investments in affiliated companies, which are 50% or less owned and where the Company exercises significant influence over operations, are accounted for using the equity method.

The Company has control of a Mexican subsidiary and consolidates the operations of this subsidiary. Noncontrolling interest, which represents the Mexican partners’ 51% interest in the Mexican subsidiary, is reflected on the Company’s consolidated financial statements.

The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates, and changes in estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable. The most significant areas that require management’s judgment are revenue recognition, deferred compensation, annual performance-related bonuses, evaluation of the carrying value of receivables, goodwill and other intangible assets, share-based payments, leases, and the recoverability of deferred income taxes.

Substantially all fee revenue is derived from talent and organizational consulting services and ~~the~~ digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis and RPO, either stand-alone or as part of a solution.

Revenue is recognized when control of the goods and services are transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue contracts with customers are evaluated based on the five-step model outlined in Accounting Standard Codification (“ASC”) 606 (“ASC 606”): 1) identify the contract with a customer; 2) identify the performance obligation(s) in the contract; 3) determine the transaction price; 4) allocate the transaction price to the separate performance obligation(s); and 5) recognize revenue when (or as) each performance obligation is satisfied.

Consulting fee revenue is primarily recognized as services are rendered, measured by total hours incurred toas a percentage of the total estimated hours at completion. It is possible that updated estimates for consulting engagements may vary from initial estimates, with such updates being recognized in the period of determination. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate.

Digital fee revenue is generated from IP platforms enabling large-scale, technology-based talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement. Revenue is recognized as services are delivered and the Company has a legally enforceable right to payment. Revenue also comes from the sale of ~~our~~the Company’s proprietary IP subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract. Functional IP licenses grant customers the right to use IP content via the delivery of a flat file. Because the IP content license has significant stand-alone functionality, revenue is recognized upon delivery and when an enforceable right to payment exists. Revenue for tangible and digital products sold by the Company, such as books and digital files, is recognized when these products are ~~sold or~~ shipped.

Fee revenue from executive and professional search activities is generally one-third of the estimated first-year cash compensation of the placed candidate, plus a percentage of the fee to cover indirect engagement-related expenses. In addition to the search retainer, an uptick fee is billed when the actual compensation awarded by the client for a placement is higher than the estimated compensation. In the aggregate, upticks have been a relatively consistent percentage of the original estimated fee; therefore, the Company estimates upticks using the expected value method based on historical data on a portfolio basis. In a standard search engagement, there is one performance obligation, which is the promise to undertake a search. The Company generally recognizes such revenue over the course of a search and when it is legally entitled to payment as outlined in the billing terms of the contract. Any revenues associated with services that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the customer. These assumptions determine the timing of revenue recognition for the reported period.

RPO fee revenue is generated through two distinct phases: 1) the implementation phase and 2) the post-implementation recruitment phase. The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed.

The Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in the consolidated statements of ~~income.~~operations.

An allowance is established for doubtful accounts by taking a charge to general and administrative expenses. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimate of amount of ~~the allowance~~accounts receivable that may not be collected is primarily based on historical ~~loss experience~~loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and ~~assessment of the collectability of specific accounts, as well as~~reasonable and supportable expectations of future ~~collections based upon trends~~economic and market conditions. The Company generally assesses future economic condition for a period of sixty to ninety days, which corresponds with the ~~type~~contractual life of ~~work for which services are rendered.~~its accounts receivables. After the Company exhausts all collection efforts, the amount of the allowance is reduced for balances ~~identified~~written off as uncollectible.

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. As of ~~January~~October 31, 2020 and April 30, 2020, the Company’s investments in cash equivalents consisted of money market funds and also included commercial ~~papers~~paper and corporate notes/bonds as of April 30, 2020 with initial maturity of less than 90 days for which market prices are readily available. ~~As of April 30, 2019, cash equivalents consisted of money market funds.~~

The Company currently has investments in marketable securities and mutual funds that are classified as either ~~trading~~equity securities or available-for-sale ~~based upon management’s intent and ability to hold, sell or trade such~~debt securities. The classification of the investments in these marketable securities and mutual funds is assessed upon purchase and reassessed at each reporting period. These investments are recorded at fair value and are classified as marketable securities in the accompanying consolidated balance sheets.The investments that the Company may sell within the next ~~twelve~~12 months are carried as current assets.

The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans. Such investments are classified as ~~trading~~equity securities ~~based upon~~and mirror the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (“ECAP”) from a pre-determined set of ~~securities, and the Company invests in marketable securities to mirror these elections.~~securities. Realized gains (losses) on marketable securities are determined by specific identification. Interest is recognized on an accrual basis; dividends are recorded as earned on the ex-dividend date. Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying consolidated statements of ~~income~~operations in other income, net.

The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio includes commercial paper, ~~and~~ corporate notes/ ~~bonds.~~bonds and US Treasury and Agency securities. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive ~~income. When, in~~income unless the ~~opinion of management, a decline in the fair value of an investment below its amortized cost~~change is ~~considered~~due to ~~be “other-than-temporary,” a~~credit loss. A credit loss is recorded in the statement of ~~income~~operations in other income, net; any amount in excess of the credit loss is recorded as unrealized gains or losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. The determination of the other-than-temporary decline includes, in addition to other relevant factors, a presumption that if the market value is below cost by a significant amount for a period, a write-down may be necessary. During the three and ~~nine~~six months ended ~~January~~October 31, 2020 and 2019, 0 ~~other-than-temporary impairment~~amount was ~~recognized.~~recognized as a credit loss for the Company’s available for sales debt securities.

Fair value is the price the Company would receive to sell an asset or transfer a liability (exit price) in an orderly transaction between market participants. For those assets and liabilities recorded or disclosed at fair value, the Company determines the fair value based upon the quoted market price, if available. If a quoted market price is not available for identical assets, the fair value is based upon the quoted market price of similar assets. The fair values are assigned a level within the fair value hierarchy as defined below:

As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, the Company held certain assets that are required to be measured at fair value on a recurring basis.These included cash, cash equivalents, accounts receivable, marketable securities and foreign currency forward ~~contracts and an interest rate swap.~~contracts. The carrying amount of cash, cash equivalents and accounts receivable approximates fair value due to the short-term maturity of these instruments. The fair values of marketable securities classified as ~~trading~~equity securities are obtained from quoted market prices, and the fair values of marketable securities classified as available-for-sale and foreign currency forward contracts ~~and interest rate swap~~ are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.

On December 16, 2019, in conjunction with the payoff of the credit facility, the Company terminated its interest rate swap. The Company had entered into the interest rate swap agreement to effectively convert its variable debt to a fixed-rate basis. The principal objective was to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s long-term debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company determined that the interest rate swap qualified as a cash flow hedge in accordance with Accounting Standards Codification 815, ~~Derivatives and Hedging~~ (“ASC 815”). Changes in the fair value of an interest rate swap agreement designated as a cash flow hedge were recorded as a component of accumulated other comprehensive loss within stockholders’ equity and are amortized to interest expense over the term of the related debt.

The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures primarily originating from intercompany balances due to cross border work performed in the ordinary course of business. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to ASC 815. Accordingly, the fair value of these contracts is recorded as of the end of the reporting period in the accompanying consolidated balance sheets, while the change in fair value is recorded to the accompanying consolidated statements of ~~income.~~operations.

Business acquisitions are accounted for under the acquisition method. The acquisition method requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill, or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Adjustments to fair value assessments are generally recorded to goodwill over the measurement period (not longer than ~~twelve~~12 months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as committed and requires the Company to recognize and measure certain assets and liabilities including those arising from contingencies and contingent consideration in a business combination. During the six months ended October 31, 2020, the Company recorded an adjustment of $2.6 million to increase goodwill as a result of additional tax liabilities from the Miller Heiman Group, Achieve Forum and Strategy Execution (the “Acquired Companies”) acquisition completed on November 1, 2019. The measurement period for the Acquired Companies is now closed.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of use (“ROU”) assets and current and non-current operating lease liability, in the consolidated balance sheets. Finance leases are included in property and equipment, net, other accrued liabilities and other liabilities in the consolidated balance sheets.

ROU assets represent the Company's right to use an underlying asset for the lease term, and the lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available aton the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred.

The Company has lease agreements with lease and non-lease components. For all leases with non-lease components the Company accounts for the lease and non-lease components as a single lease component.

Long-lived assets include property, equipment, ~~right-of-use~~ROU assets and software developed or obtained for internal use. In accordance with ASC 360, Property, Plant and Equipment, ~~(“ASC 360”),~~ management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability, as well as on a reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. During the ~~three~~six months ended ~~January~~October 31, 2020 ~~the Company decided that it would exit 16 office leases as part of the integration of the acquisition of Miller Heiman Group, AchieveForum~~ and ~~Strategy Execution (“Acquired Companies”). This resulted in an~~2019 there were 0 impairment charge of the ROU asset of $2.3 million and impairment of leasehold improvements and furniture and fixtures of $0.4 million, both recorded in the consolidated statements of income in general and administrative expenses.charges recorded.

Goodwill represents the excess of the purchase price over the fair value of assets acquired. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For each of these tests, the fair value of each of the Company’s reporting units is determined using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analysis performed at each reporting unit, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public or private transaction (to the extent available). Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Results of the annual qualitative impairment test performed as of January 31, 2019, indicated that the fair value of each reporting unit exceeded its carrying amount and no reporting units were at risk of failing the impairment test. As a result, 0 impairment charge was recognized. The Company’s annual impairment test will be performed in2020 did not indicate any impairment.

During the fourth quarter of fiscal ~~2020. There was also no indication~~2020, the rapid and severe impacts of ~~potential impairment~~the global coronavirus pandemic (“COVID-19”), and more specifically the need to support global social distancing efforts, mitigating the spread of the virus, and complying with restrictions put in place by various governmental entities, led to a decline for our products and services. These actions had a material impact on our business. Therefore, we performed a quantitative review as of ~~January~~March 31, 2020, to assess whether these actions caused the fair value of any of our reporting units to fall below its carrying value. This quantitative review included sensitivity analyses of each reporting unit’s discounted cash flow models considering updated discount rates, financial results and forecasts, market multiples and terminal value revenue growth rates. While fair value exceeded carrying value for all reporting units, the excess of the fair value over carrying value of the Consulting segment had the smallest buffer. As of April 30, 2020, goodwill in the Consulting segment was $173.0 million. The conclusion for all reporting units was that 0 impairment existed as of March 31, 2020. As of October 31, 2020 and April 30, ~~2019 that required~~2020, there were 0 further ~~testing.~~indicators of impairment with respect to the Company’s goodwill. We are unable to predict how long COVID-19 will impact our operations or what additional restrictions may be imposed by governments in the regions the Company operates. Significant variations from current expectations could impact future assessments and result in an impairment charge.

Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized in a pattern in which the asset is consumed, if that pattern can be reliably determined, or using the straight-line method over their estimated useful lives, which range from one to 24 years. For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible assets is not recoverable and exceeds fair value. The carrying amount of the intangible assets is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use of the asset. As noted above, COVID-19 impacted the Company’s fourth quarter of ~~January~~fiscal 2020 business, as well as the business during the first two quarters of fiscal 2021 and it is anticipated to impact the business going forward. The Company reviewed its intangible assets and noted 0 impairment as of October 31, 2020 and April 30, ~~2019, there were 0 indicators of impairment with respect to the Company’s intangible assets.~~

On June 12, 2018, the Company’s Board of Directors voted to approve a plan to go to market under a single, master brand architecture and to simplify the Company’s organizational structure by eliminating and/or consolidating certain legal entities and implementing a rebranding of the Company to offer the Company’s current products and services using the “Korn Ferry” name, branding and trademarks. As a result, the Company discontinued the use of all sub-brands being used at that time. Two of the Company’s former sub-brands, Hay Group and Lominger, came to Korn Ferry through acquisitions. In connection with the accounting for these acquisitions, $106.6 million of the purchase price was allocated to indefinite-lived tradename intangible assets. As a result of the decision to discontinue their use, the Company took a non-cash intangible asset write-off of $106.6 million during the nine months ended January 31, 2019, recorded in general and administrative expenses.2020.

Compensation and benefits expense in the accompanying consolidated statements of ~~income~~operations consist of compensation and benefits paid to consultants (employees who originate business), executive officers and administrative and support personnel. The most significant portions of this expense are salaries and the amounts paid under the annual performance-related bonus plan to employees. The portion of the expense applicable to salaries is comprised of amounts earned by employees during a reporting period. The portion of the expenses applicable to annual performance-related bonuses refers to the Company’s annual employee performance-related bonus with respect to a fiscal year, the amount of which is communicated and paid to each eligible employee following the completion of the fiscal year.

Each quarter, management makes its best estimate of its annual performance-related bonuses, which requires management to, among other things, project annual consultant productivity (as measured by engagement fees billed and collected by executive search consultants and revenue and other performance/profitability metrics for Consulting, Digital and RPO & Professional Search consultants), the level of engagements referred by a consultant in one line of business to a different line of business, and Company performance, including profitability, competitive forces and future economic conditions and their impact on the Company’s results. At the end of each fiscal year, annual performance-related bonuses take into account final individual consultant productivity (including referred work), Company/line of business results, including profitability, the achievement of strategic objectives, the results of individual performance appraisals, and the current economic landscape. Accordingly, each quarter the Company reevaluates the assumptions used to estimate annual performance-related bonus liability and adjusts the carrying amount of the liability recorded on the consolidated balance sheet and reports any changes in the estimate in current operations.

Because annual performance-based bonuses are communicated and paid only after the Company reports its full fiscal year results, actual performance-based bonus payments may differ from the prior year’s estimate. Such changes in the bonus estimate historically have been immaterial and are recorded in current operations in the period in which they are determined. The performance-related bonus expense was ~~$177.9~~$132.0 million and ~~$202.4~~$117.4 million during the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019, respectively, included in compensation and benefits expense in the consolidated statements of ~~income.~~operations. During the three months ended ~~January~~October 31, 2020 and 2019, the performance related bonus expense was ~~$60.5~~$72.1 million and ~~$59.5~~$64.4 million, respectively.

Other expenses included in compensation and benefits expense are due to changes in deferred compensation and pension plan liabilities, changes in cash surrender value (“CSV”) of company-owned life insurance (“COLI”) contracts, amortization of stock based compensation awards, payroll taxes and employee insurance benefits. Unearned compensation on the consolidated balance sheets includes long-term retention awards that are generally amortized over four-to-five years.

The Company accounts for its restructuring charges as a liability when the obligations are incurred and records such charges at fair value. Changes in the estimates of the restructuring charges are recorded in the period the change is determined.

The Company has employee compensation plans under which various types of stock-based instruments are granted. These instruments principally include restricted stock units, restricted stock and an Employee Stock Purchase Plan (“ESPP”). The Company recognizes compensation expense related to restricted stock units, restricted stock and the estimated fair value of stock purchases under the ESPP on a straight-line basis over the service period for the entire award.

Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period’s presentation.

In ~~February~~June 2016, the Financial Accounting Standards Board ~~(“FASB”~~(the “FASB”) issued guidance ~~(Accounting Standard Codification 842 –~~ ~~Leases~~) on accounting for ~~leases that generally requires all leases~~measurement of credit losses on financial Instruments, which amends the impairment model by requiring entities to ~~be recognized~~use a forward-looking approach based on ~~the consolidated balance sheet.~~expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The ~~guidance is~~standard became effective for fiscal years beginning after December 15, ~~2018. On July 30, 2018, the FASB issued an amendment that allows entities to apply the provisions at the effective date without adjusting comparative periods.~~2019. The Company adopted this guidance ~~in its fiscal year beginning~~as of May 1, 2019 using a modified retrospective approach without restatement of comparative periods. As such, periods prior to the date of adoption are presented in accordance with Accounting Standard Codification 840 - ~~Leases~~. The FASB also issued subsequent related Accounting Standards Updates (“ASUs”), which detail amendments to the ASU, implementation considerations, narrow-scope improvements and practical expedients. The Company has elected to apply the group of practical expedients which allows the Company to carry forward its identification of contracts that are or contain leases, its historical lease classification and its initial direct costs for existing leases. The Company has also elected to combine lease and non-lease components for all asset classes and recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a ROU asset or operating lease liability.

2020. The adoption of this ~~standard had~~guidance did not have a material impact on the consolidated ~~balance sheet~~financial statements.

In January 2017, the FASB issued guidance simplifying the test for goodwill impairment. The new guidance simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments of this standard became effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company adopted this guidance as of ~~January 31, 2020 due to the recognition~~May 1, 2020. The adoption of ~~ROU assets and operating lease liabilities, but an immaterial~~this guidance did not have a material impact on the ~~Company’s~~ consolidated ~~statements~~financial statements.

In August 2018, the FASB issued guidance amending the disclosure requirements for fair value measurements. The amendment removes and modifies disclosures that are currently required and adds additional disclosures that are deemed relevant. The amendments of ~~income,~~this standard became effective for fiscal years beginning after December 15, 2019. The Company adopted this guidance as of May 1, 2020.The adoption of this guidance did not have a material impact on the consolidated ~~statements~~financial statements.

In August 2018, the FASB also issued guidance amending accounting for internal-use software. The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with developing or obtaining internal-use software. The amendments of ~~comprehensive income,~~this standard became effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance as of May 1, 2020. The adoption of this guidance did not have a material impact on the consolidated statements of stockholders’ equity, and consolidated statements of cash flows. Upon adoption we recognized total ROU assets of $236.1 million with a corresponding liability of $272.3 million. The ROU asset balance was adjusted by the reclassification of pre-existing prepaid expenses and other assets and deferred rent balances of $5.1 million and $41.3 million, respectively.financial statements.

In ~~August 2017,~~December 2019, the FASB issued guidance ~~amending~~on Simplifying the Accounting for Income Taxes. This update eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and ~~simplifying~~the recognition of deferred tax liabilities for outside basis differences. The update also simplifies aspects of the accounting for ~~hedging activities.~~franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The ~~guidance refined and expanded strategies that qualify for hedge accounting and simplified the application~~amendments of ~~hedge accounting in certain situations. The guidance is~~this standard are effective for fiscal ~~years~~year beginning after December 15, ~~2018.~~2020, with early adoption permitted. The Company early adopted this guidance in its fiscal year beginning May 1, ~~2019.~~2020. The adoption of this guidance did not have ana material impact on the consolidated financial statements.

In ~~June 2016,~~March 2020, the FASB issued guidance on Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides optional expedients and exceptions to the guidance on contract modifications and hedge accounting related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative rates. Entities can elect to adopt this guidance as of any date within an interim period that includes or is subsequent to March 12, 2020 and can adopt it for measurement of credit losses on financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The standard is effective for fiscal years beginning afternew contracts and contract modifications entered into through December ~~15, 2019.~~31, 2022. The Company will adopt this guidance in its fiscal year beginning May 1, ~~2020. The adoption of this guidance is not anticipated~~2021 and the Company may elect to ~~have a material impact on~~apply the ~~consolidated financial statements.~~

In January 2017, the FASB issued guidance simplifying the test for goodwill impairment. The new guidance simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments ~~of this standard are effective for goodwill impairment tests in fiscal years beginning after~~prospectively through December 15, 2019, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company will adopt this guidance in its fiscal year beginning May 1, 2020. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In August 2018, the FASB issued guidance amending the disclosure requirements for fair value measurements. The amendment removes and modifies disclosures that are currently required and adds additional disclosures that are deemed relevant. The amendments of this standard are effective for fiscal years beginning after December 15, 2019. The Company will adopt this guidance in its fiscal year beginning May 1, 2020.12, 2022. The Company is currently evaluating the impact of ~~adopting~~ this accounting guidance, ~~and doesn’t~~but does not anticipate ~~the guidance to have a material impact on the consolidated financial statements.~~

~~In August 2018, the FASB issued guidance amending accounting for internal-use software. The new guidance~~that it will align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with developing or obtaining internal-use software. The amendments of this standard are effective for fiscal years ending after December 15, 2019 with early adoption permitted. The Company will adopt this guidance in its fiscal year beginning May 1, 2020. The Company is currently evaluating the impact of adopting this guidance.

In December 2019, the FASB issued guidance on Simplifying the Accounting for Income Taxes. This update eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The update also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The amendments of this standard are effective for fiscal year beginning after December 15, 2020, with early adoption permitted. The Company will adopt this guidance in its fiscal year beginning May 1, 2021. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

~~Accounting Standards Codification~~ASC 260, Earnings Per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends prior to vesting as a separate class of securities in calculating earnings (loss) per share. The Company has granted and expects to continue to grant to certain employees under its restricted stock agreements grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities. Therefore, the Company is required to apply the two-class method in calculating earnings (loss) per share. The two-class method of computing earnings (loss) per share is an earnings allocation formula that determines earnings (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The dilutive effect of participating securities is calculated using the more dilutive of the treasury method or the two-class method.

Basic earnings (loss) per common share was computed using the two-class method by dividing basic net earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per common share was computed using the two-class method by dividing diluted net earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding plus dilutive common equivalent shares. Dilutive common equivalent shares include all in-the-money outstanding options or other contracts to issue common stock as if they were exercised or converted. Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share, are anti-dilutive and are not included in the computation of diluted earnings per share.

For the six months ended October 31, 2020, the Company is in a net loss position and diluted net loss per share therefore excludes the effects of common equivalents consisting of restricted awards, which are all antidilutive.

During the three and ~~nine~~six months ended ~~January~~October 31, 2020, restricted stock awards of ~~0.7~~1.6 million and 2.0 million were outstanding, respectively, but not included in the computation of diluted earnings (loss) per share because they were anti-dilutive.During the three and ~~nine~~six months ended ~~January~~October 31, 2019, restricted stock awards offor 0.7 ~~million and 0.6~~ million were outstanding, respectively, but not included in the computation of diluted earnings per share because they were anti-dilutive.

The following table summarizes basic and diluted earnings (loss) per common share attributable to common stockholders:

	Three Months Ended January 31,				Nine Months Ended January 31,				Three Months Ended October 31,				Six Months Ended October 31,
	2020		2019		2020		2019		2020		2019		2020			2019
	(in thousands, except per share data)								(in thousands, except per share data)
Net income attributable to Korn Ferry	$	19,993	$	44,964	$	105,748	$	52,387
Net income (loss) attributable to Korn Ferry									$	27,778	$	42,804	$	(3,055	)	$	85,755
Less: distributed and undistributed earnings to nonvested restricted stockholders		222		468		1,138		541		730		466		289			910
Basic net earnings attributable to common stockholders		19,771		44,496		104,610		51,846
Basic net earnings (loss) attributable to common stockholders										27,048		42,338		(3,344	)		84,845
Add: undistributed earnings to nonvested restricted stockholders		161		409		960		365		585		406		—			792
Less: reallocation of undistributed earnings to nonvested restricted stockholders		160		405		953		359		583		405		—			788
Diluted net earnings attributable to common stockholders	$	19,772	$	44,500	$	104,617	$	51,852
Diluted net earnings (loss) attributable to common stockholders									$	27,050	$	42,339	$	(3,344	)	$	84,849

Weighted-average common shares outstanding:
Basic weighted-average number of common shares outstanding		53,999		55,233		54,611		55,358		53,229		54,568		53,246			54,917
Effect of dilutive securities:
Restricted stock		258		516		363		799		154		138		—			228
ESPP		7		4		32		24		7		10		—			25
Diluted weighted-average number of common shares outstanding		54,264		55,753		55,006		56,181		53,390		54,716		53,246			55,170

Net earnings per common share:
Basic earnings per share	$	0.37	$	0.81	$	1.92	$	0.94
Diluted earnings per share	$	0.36	$	0.80	$	1.90	$	0.92
Net earnings (loss) per common share:
Basic earnings (loss) per share									$	0.51	$	0.78	$	(0.06	)	$	1.54
Diluted earnings (loss) per share									$	0.51	$	0.77	$	(0.06	)	$	1.54

Comprehensive income ~~(loss)~~ is comprised of net income (loss) and all changes to stockholders’ equity, except those changes resulting from investments by stockholders (changes in paid in capital) and distributions to stockholders (dividends) and is reported in the accompanying consolidated statements of comprehensive ~~income (loss).~~income. Accumulated other comprehensive ~~income (loss),~~loss, net of taxes, is recorded as a component of stockholders’ equity.

The components of accumulated other comprehensive ~~income (loss)~~loss, net were as follows:

	January 31, 2020			April 30, 2019			October 31, 2020			April 30, 2020
	(in thousands)						(in thousands)
Foreign currency translation adjustments	$	(63,900	)	$	(60,270	)	$	(61,426	)	$	(83,652	)
Deferred compensation and pension plan adjustments, net of tax		(14,905	)		(16,838	)		(22,229	)		(23,554	)
Marketable securities unrealized loss, net of tax		(5	)		—
Interest rate swap unrealized gain, net of tax		—			456
Marketable securities unrealized gain, net of tax								—			34
Accumulated other comprehensive loss, net	$	(78,810	)	$	(76,652	)	$	(83,655	)	$	(107,172	)

The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended October 31, 2020:

The following table summarizes the changes in each component of accumulated other comprehensive ~~income (loss),~~loss, net for the ~~three~~six months ended ~~January~~October 31, 2020:

~~The following table summarizes the changes in each component of accumulated other comprehensive income (loss), net for the nine months ended January 31, 2020:~~

The following table summarizes the changes in each component of accumulated other comprehensive ~~income (loss),~~loss, net for the three months ended ~~January~~October 31, 2019:

	Foreign Currency Translation			Deferred Compensation and Pension Plan (1)			Unrealized Gains (Losses) on Interest Rate Swap (2)			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Deferred Compensation and Pension Plan (1)			Unrealized Losses on Interest Rate Swap (2)			Accumulated Other Comprehensive Loss
	(in thousands)												(in thousands)
Balance as of October 31, 2018	$	(59,472	)	$	(10,923	)	$	1,814		$	(68,581	)
Balance as of July 31, 2019													$	(65,632	)	$	(16,343	)	$	(139	)	$	(82,114	)
Unrealized gains (losses) arising during the period		6,017			—			(880	)		5,137			1,329			—			(315	)		1,014
Reclassification of realized net losses (gains) to net income		—			273			(100	)		173			—			495			(41	)		454
Balance as of January 31, 2019	$	(53,455	)	$	(10,650	)	$	834		$	(63,271	)
Balance as of October 31, 2019													$	(64,303	)	$	(15,848	)	$	(495	)	$	(80,646	)

The following table summarizes the changes in each component of accumulated other comprehensive ~~income (loss),~~loss, net for the ~~nine~~six months ended ~~January~~October 31, 2019:

The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of ~~income~~operations for the periods indicated:

	Three Months Ended January 31,				Nine Months Ended January 31,				Three Months Ended October 31,				Six Months Ended October 31,
	2020		2019		2020		2019		2020		2019		2020		2019
	(in thousands)								(in thousands)
Restricted stock	$	5,219	$	5,413	$	16,022	$	17,083	$	7,084	$	5,712	$	12,897	$	10,803
ESPP		249		246		966		945		146		346		298		717
Total stock-based compensation expense	$	5,468	$	5,659	$	16,988	$	18,028	$	7,230	$	6,058	$	13,195	$	11,520

At the Company’s 2019 Annual Meeting of Stockholders, held on October 3, 2019, the Company’s stockholders approved an amendment and restatement to the Korn Ferry Amended and Restated 2008 Stock Incentive Plan (the 2019 amendment and restatement being the “Fourth A&R 2008 Plan”), which, among other things, eliminated the fungible share counting provision and decreased the total number of shares of the Company’s common stock available for stock-based awards by 2,141,807 shares, leaving 3,600,000 shares available for issuance, subject to certain changes in the Company’s capital structure and other extraordinary events. The Fourth A&R 2008 Plan was also amended to generally require a minimum one-year vesting for all future awards, and provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, restricted stock and restricted stock units, any of which are market-based, and incentive bonuses, which may be paid in cash or stock or a combination thereof.

The Company grants time-based restricted stock awards to executive officers and other senior employees generally vesting over a four-year period. In addition, certain key management members typically receive time-based restricted stock awards upon commencement of employment and may receive them annually in conjunction with the Company’s performance review. Time-based restricted stock awards are granted at a price equal to fair value, which is determined based on the closing price of the Company’s common stock on the grant date. The Company recognizes compensation expense for time-based restricted stock awards on a straight-line basis over the vesting period.

The Company also grants market-based restricted stock units to executive officers and other senior employees. The market-based units vest after three years depending upon the Company’s total stockholder return over the three-year performance period relative to other companies in its selected peer group. The fair value of these market-based restricted stock units are determined by using extensive market data that is based on historical Company and peer group information. The Company recognizes compensation expense for market-based restricted stock units on a straight-line basis over the vesting period.

Restricted stock activity during the ~~nine~~six months ended ~~January~~October 31, 2020 is summarized below:

As of ~~January~~October 31, 2020 there were ~~0.5~~0.3 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling ~~$12.7~~$6.8 million.

As of ~~January~~October 31, 2020, there was ~~$40.7~~$63.7 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of ~~2.4~~3.0 years. During the three and ~~nine~~six months ended ~~January~~October 31, 2020, ~~3,343~~3,619 shares and ~~228,579~~164,646, shares of restricted stock totaling $0.1 million and ~~$8.8~~$4.5 million, respectively, were repurchased by the Company, at the option of employees, to pay for taxes related to the vesting of restricted stock. During the three and ~~nine~~six months ended ~~January~~October 31, 2019, ~~150,227~~3,582 shares and ~~352,730~~225,236 shares of restricted stock totaling ~~$7.3~~$0.1 million and ~~$20.5~~$8.7 million, respectively, were repurchased by the Company, at the option of employees, to pay for taxes related to the vesting of restricted stock.

The Company has an ESPP that, in accordance with Section 423 of the Internal Revenue Code, allows eligible employees to authorize payroll deductions of up to 15% of their salary to purchase shares of the Company’s common ~~stock at~~stock. On June 3, 2020, the Company amended the plan so that the purchase price of the shares purchased could not be less than 85% or more than 100% of the fair market price of the common stock on the last day of the enrollment period. This amendment is effective July 1, 2020. Employees may not purchase more than $25,000 in stock during any calendar year. The maximum number of shares that may be issued under the ESPP is 3.0 million shares. During the three ~~and nine~~ months ended ~~January~~October 31, 2020 and 2019, 0 shares were purchased under the ESPP. During the six months ended October 31, 2020 and 2019, employees purchased ~~93,557~~129,047 shares at ~~$36.04~~$26.12 per share and ~~220,161~~126,604 shares at ~~$34.90 per share, respectively. During the three and nine months ended January 31, 2019, employees purchased 94,193 shares at $33.61 per share and 169,299 shares at $42.05~~$34.06 per share, respectively. As of ~~January~~October 31, 2020, the ESPP had approximately ~~0.7~~0.6 million shares remaining available for future issuance.

During the three and ~~nine~~six months ended ~~January~~October 31, 2020, the Company repurchased (on the open market or through privately negotiated transactions) ~~154,100 shares and 1,787,292~~753,451 shares of the Company’s ~~common~~ stock for ~~$6.2 million and $68.1 million, respectively.~~$22.8 million. During the three and ~~nine~~six months ended ~~January~~

October 31, 2019, the Company repurchased (on the open market or through privately negotiated transactions)~~352,800~~1,309,092 shares and ~~809,074~~1,633,192 shares of the Company’s common stock for ~~$14.7~~$49.2 million ~~for $37.4~~and $61.9 million, respectively.

The following tables show the Company’s financial instruments and balance sheet classification as of ~~January~~October 31, 2020 and April 30, ~~2019:~~2020:

	January 31, 2020																		October 31, 2020
	Fair Value Measurement									Balance Sheet Classification									Fair Value Measurement										Balance Sheet Classification
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Marketable Securities, Current		Marketable Securities, Non- current		Income Taxes & Other Receivables			Cost		Unrealized Gains		Unrealized Losses			Fair Value			Cash and Cash Equivalents		Marketable Securities, Current		Marketable Securities, Non- current		Other Accrued Liabilities
	(in thousands)																		(in thousands)
Level 1:
Cash	$	506,816	$	—	$	—		$	506,816	$	506,816	$	—	$	—	$	—
Money market funds		50,402		—		—			50,402		50,402		—		—		—
Mutual funds (1)		143,885		8,366		(662	)		151,589		—		7,800		143,789		—
Total	$	701,103	$	8,366	$	(662	)	$	708,807	$	557,218	$	7,800	$	143,789	$	—

Changes in Fair Value Recorded in																		Changes in Fair Value Recorded in
Other Comprehensive Income																		Other Comprehensive Income
Level 2:
Commercial paper	$	19,281	$	—	$	(2	)	$	19,279	$	2,793	$	16,486	$	—	$	—		$	21,386	$	3	$	(3	)	$	21,386		$	—	$	21,386	$	—	$	—
Corporate notes/bonds		20,438		1		(6	)		20,433		3,697		16,736		—		—			16,890		7		(6	)		16,891			—		16,891		—		—
U.S. Treasury and Agency securities																				1,975		—		(1	)		1,974			—		1,974		—		—
Total debt investments	$	39,719	$	1	$	(8	)	$	39,712	$	6,490	$	33,222	$	—	$	—		$	40,251	$	10	$	(10	)	$	40,251		$	—	$	40,251	$	—	$	—

Changes in Fair Value Recorded in																		Changes in Fair Value Recorded in
Net Loss																		Net Loss
Level 1:
Mutual funds (1)																										$	154,093		$	—	$	7,468	$	146,625	$	—
Total equity investments																										$	154,093		$	—	$	7,468	$	146,625	$	—
Cash																											463,916			463,916		—		—		—
Money market funds																											89,193			89,193		—		—		—
Level 2:
Foreign currency forward contracts	$	—	$	751	$	(629	)	$	122	$	—	$	—	$	—	$	122										(113	)		—		—		—		(113	)
Total																										$	747,340		$	553,109	$	47,719	$	146,625	$	(113	)

	April 30, 2019																		April 30, 2020
	Fair Value Measurement									Balance Sheet Classification									Fair Value Measurement									Balance Sheet Classification
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Marketable Securities, Current		Marketable Securities, Non- current		Income Taxes & Other Receivables			Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Marketable Securities, Current		Marketable Securities, Non-current		Income Taxes & Other Receivables
	(in thousands)																		(in thousands)
Changes in Fair Value Recorded in																		Changes in Fair Value Recorded in
Other Comprehensive Income																		Other Comprehensive Income
Level 2:
Commercial paper																			$	19,132	$	39	$	—		$	19,171	$	4,785	$	14,386	$	—	$	—
Corporate notes/bonds																				19,181		26		(19	)		19,188		901		18,287		—		—
Total debt investments																			$	38,313	$	65	$	(19	)	$	38,359	$	5,686	$	32,673	$	—	$	—

Changes in Fair Value Recorded in																		Changes in Fair Value Recorded in
Net Income																		Net Income
Level 1:
Mutual funds (1)																										$	141,412	$	—	$	9,278	$	132,134	$	—
Total equity investments																										$	141,412	$	—	$	9,278	$	132,134	$	—
Cash	$	579,998	$	—	$	—		$	579,998	$	579,998	$	—	$	—	$	—									$	611,795	$	611,795	$	—	$	—	$	—
Money market funds		46,362		—		—			46,362		46,362		—		—		—										71,763		71,763		—		—		—
Mutual funds (1)		135,439		6,301		(989	)		140,751		—		8,288		132,463		—
Total	$	761,799	$	6,301	$	(989	)	$	767,111	$	626,360	$	8,288	$	132,463	$	—

Level 2:
Foreign currency forward contracts	$	—	$	821	$	(722	)	$	99	$	—	$	—	$	—	$	99										2,634		—		—		—		2,634
Interest rate swap	$	—	$	619	$	—		$	619	$	—	$	—	$	—	$	619
Total																										$	865,963	$	689,244	$	41,951	$	132,134	$	2,634

Investments in marketable securities classified as available-for-sale securities are made based on the Company’s investment policy, which restricts the types of investments that can be made. As of ~~January~~October 31, 2020 and April 30, 2020, marketable securities classified as available-for-sale ~~consist~~consisted of commercial paper, ~~and~~ corporate notes/bonds and US Treasury and Agency securities for which market prices for similar assets are readily available. Investments that have an original maturity of 90 days or less and are considered highly liquid investments are classified as cash equivalents. As of ~~January~~October 31, 2020, available-for-sale marketable securities ~~have~~had remaining maturities ranging from ~~three~~one to ~~eleven~~twelve months. During the three and ~~nine~~six months ended ~~January~~October 31, 2020, there were $16.7 million and $28.4 million in sales/maturities of available-for-sale marketable securities, respectively. During the three and six months ended October 31, 2019, there were 0 sales/maturities of available-for-sale marketable securities. Investments in marketable securities ~~classified as trading~~that are held in trust for settlement of the Company’s vested obligations under the ECAP are equity securities and are based upon the investment selections the employee elects from a pre-determined set of securities in the ECAP and the Company invests in ~~marketable~~equity securities to mirror these elections. As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, the Company’s investments in ~~marketable~~equity securities ~~classified as trading~~ consisted of mutual funds for which market prices are readily available.

~~In March 2017, the Company entered into an interest rate swap contract with a notional amount~~ Unrealized gains that relate to equity securities still held as of $129.8 million to hedge the variability to changes in cash flows attributable to interest rate risks caused by changes in interest rates related to its variable rate debt. The interest rate swap agreement locked the interest rates on a portion of the debt outstanding at 1.919%, exclusive of the credit spread on the debt. The Company designated the swap as a cash flow hedge. On December 16, 2019, in conjunction with the payoff of the credit facility, the Company terminated the interest rate swap and recorded $0.5 million in interest expense, net.

~~The fair value of the derivative designated as a cash flow hedge instrument was as follows:~~

~~During the three and nine months ended January~~October 31, 2020 ~~and 2019, the Company recognized the following gains and~~was $11.2 million. Unrealized losses ~~on the interest rate swap:~~

~~The cash flows related~~that relate to ~~the interest rate swap contract are included in net cash provided by operating activities.~~equity securities still held as of April 30, 2020 was $8.2 million.

The fair value of derivatives not designated as hedge instruments are as follows:

	January 31, 2020		April 30, 2019		October 31, 2020		April 30, 2020
	(in thousands)				(in thousands)
Derivative assets:
Foreign currency forward contracts	$	751	$	821	$	718	$	3,034
Derivative liabilities:
Foreign currency forward contracts	$	629	$	722	$	831	$	400

As of ~~January~~October 31, 2020, the total notional amounts of the forward contracts purchased and sold were ~~$78.4~~$85.1 million and ~~$58.5~~$49.2 million, respectively. As of April 30, ~~2019,~~2020, the total notional amounts of the forward contracts purchased and sold were ~~$51.4~~$91.2 million and ~~$40.0~~$41.8 million, respectively. The Company recognizes forward contracts as a net asset or net liability on the consolidated balance sheets as such contracts are covered by a master netting agreement. During the three and ~~nine~~six months ended ~~January~~October 31, 2020, the Company incurred ~~gains~~losses of $0.5 million and ~~$1.0~~gains of $0.3 million, respectively, related to forward contracts, which isare recorded in general and administrative expenses in the accompanying consolidated statements of ~~income.~~ operations. These foreign currency losses and gains offset foreign currency gains and losses that result from transactions denominated in a currency other than the Company’s functional currency. During the three and six months ended October 31, 2019, the Company incurred gains of $2.1 million and $0.5 million, respectively, related to forward contracts, which are recorded in general and administrative expenses in the accompanying consolidated statements of operations. These foreign currency gains offset foreign currency losses that result from transactions denominated in a currency other than the Company’s functional currency. During the three and nine months ended January 31, 2019, the Company incurred gains of $0.7 million and $0.6 million, respectively, related to forward contracts, which are recorded in general and administrative expenses in the accompanying consolidated statements of income. These gains offset foreign currency losses that result from transactions denominated in a currency other than the Company’s functional currency. The cash flows related to foreign currency forward contracts are included in ~~net~~ cash ~~used in~~flow from operating activities.

The Company has several deferred compensation and retirement plans for eligible consultants and vice presidents that provide defined benefits to participants based on the deferral of current compensation or contributions made by the Company subject to vesting and retirement or termination provisions. Among these plans is a defined benefit pension plan for certain employees in the ~~U.S..~~U.S. The assets of this plan are held separately from the assets of the sponsor in self-administered funds. All other defined benefit obligations from other plans are unfunded.

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended October 31,						Six Months Ended October 31,
	2020			2019			2020			2019			2020			2019			2020			2019
	(in thousands)												(in thousands)
Service cost	$	6,502		$	4,538		$	18,432		$	12,716		$	8,197		$	6,474		$	15,480		$	11,930
Interest cost		1,423			1,330			4,238			3,956			1,047			1,422			2,080			2,815
Amortization of actuarial loss		746			446			2,236			1,338			996			745			1,993			1,490
Expected return on plan assets (1)		(363	)		(392	)		(1,089	)		(1,176	)		(351	)		(363	)		(702	)		(726	)
Net periodic service credit amortization		(77	)		(77	)		(231	)		(231	)		(102	)		(77	)		(203	)		(154	)
Net periodic benefit costs (2)	$	8,231		$	5,845		$	23,586		$	16,603		$	9,787		$	8,201		$	18,648		$	15,355

The Company purchased COLI contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of setting aside funds to cover such plans. The gross CSV of these contracts of ~~$237.6~~$241.9 million and ~~$219.2~~$238.7 million as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively, was offset by outstanding policy loans of ~~$92.3~~$91.7 million and ~~$93.2~~$92.3 million in the accompanying consolidated balance sheets as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. The CSV value of the underlying COLI investments increased by ~~$1.6~~$1.8 million and ~~$5.8~~$3.9 million during the three and ~~nine~~six months ended ~~January~~October 31, 2020, respectively, and is recorded as a decrease in compensation and benefits expense in the accompanying consolidated statements of ~~income.~~operations. The CSV value of the underlying COLI investments increased by ~~$1.5~~$1.9 million and ~~$4.5~~$4.2 million during the three and ~~nine~~six months ended ~~January~~October 31, 2019, respectively, and is recorded as a decrease in compensation and benefits expense in the accompanying consolidated statements of ~~income.~~operations.

The Company’s ECAP is intended to provide certain employees an opportunity to defer salary and/or bonus on a pre-tax basis. In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance. Certain key management may also receive Company ECAP contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis over the service period, generally a ~~four-to-five~~five year period. Participants have the ability to allocate their deferrals among a number of investment options and may receive their benefits at termination, retirement or ‘in service’ either in a lump sum or in quarterly installments over one-to-15 years. The ECAP amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable on the accompanying consolidated balance sheets.

The ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs. During the three and ~~nine~~six months ended ~~January~~October 31, 2020, deferred compensation liability increased; therefore, the Company recognized compensation expense of ~~$5.0~~$0.6 million and ~~$8.6~~$11.8 million, respectively. Offsetting the increases in compensation and benefits expense was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of ~~$5.2~~$0.6 million and ~~$8.3~~$12.0 million during the three and ~~nine~~six months ended ~~January~~October 31, 2020, respectively, recorded in other income, net on the consolidated statements of ~~income.~~ operations. During the three and ~~nine~~six months ended ~~January~~October 31, 2019, deferred compensation liability increased; therefore, the Company recognized ~~an increase in~~ compensation expense of ~~$2.2~~$1.3 million and ~~$2.0~~$3.5 million, respectively. Offsetting the ~~increase~~increases in compensation and benefits ~~expense~~expenses was an increase in the fair value of marketable securities (held in trust to satisfy obligations ~~under~~of the ~~ECAP)~~ECAP liabilities) of ~~$2.2~~$1.2 million and ~~$1.3~~$3.1 million during the three and ~~nine~~six months ended ~~January~~October 31, 2019, respectively, recorded in other income, net on the consolidated statements of ~~income~~operations (see Note 5—Financial Instruments).

Substantially all fee revenue is derived from talent and organizational consulting services and digital sales, fees for professional services related to executive and professional recruitment performed on a retained basis and RPO, standalone or as part of a solution.

A contract asset (unbilled receivables) is recorded when the Company transfers control of products or services before there is an unconditional right to payment. A contract liability (deferred revenue) is recorded when cash is received in advance of performance of the obligation. Deferred revenue represents the future performance obligations to transfer control of products or services for which ~~we have~~the Company has already received consideration. Deferred revenue is presented in other accrued liabilities on the consolidated balance ~~sheet.~~sheets.

The following table outlines ~~our~~the Company’s contract asset and liability balances as of ~~January~~October 31, 2020 and April 30, ~~2019:~~2020:

During the ~~nine~~six months ended ~~January~~October 31, 2020, wethe Company recognized revenue of ~~$84.1~~$66.0 million that was included in the contract liabilities balance at the beginning of the period.

The Company has elected to apply the practical expedient to exclude the value of unsatisfied performance obligations for contracts with a duration of one year or less, which applies to all executive search and professional search fee revenue. As of ~~January~~October 31, 2020, the aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year at inception was ~~$596.1~~$679.2 million. Of the ~~$596.1~~$679.2 million of remaining performance obligations, the Company expects to recognize approximately ~~$122.0 million as fee revenue in fiscal 2020, $263.6~~$194.7 million in the remainder of fiscal 2021, ~~$117.2~~$260.5 million in fiscal 2022, ~~and the remaining $93.3~~$129.7 million in fiscal 2023 and the ~~thereafter~~remaining. $94.3 million in fiscal 2024 and thereafter. However, this amount should not be considered an indication of the Company’s future revenue as contracts with an initial term of one year or less are not included. Further, the Company’s contract terms and conditions allow for clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.

The Company disaggregates its revenue by line of business and further by region for Executive Search. This information is presented in Note ~~10—~~11—Segments.

	Three Months Ended January 31,										Three Months Ended October 31,
	2020					2019					2020					2019
	Dollars		%			Dollars		%			Dollars		%			Dollars		%
	(dollars in thousands)										(dollars in thousands)
Industrial	$	148,552		28.8	%	$	138,460		29.2	%	$	119,380		27.4	%	$	141,066		28.6	%
Financial Services		87,917		17.1			86,570		18.2			82,918		19.0			85,188		17.3
Life Sciences/Healthcare		88,924		17.3			76,654		16.2			83,413		19.2			89,085		18.1
Consumer Goods		76,719		14.9			74,186		15.6			60,737		13.9			75,712		15.4
Technology		78,823		15.3			66,188		13.9			64,691		14.9			70,499		14.3
Education/Non-Profit		32,142		6.2			29,108		6.1
General		2,248		0.4			3,338		0.8
Education/Non-Profit/General												24,300		5.6			30,839		6.3
Fee Revenue	$	515,325		100.0	%	$	474,504		100.0	%	$	435,439		100.0	%	$	492,389		100.0	%

The Company is exposed to credit losses primarily through the provision of its executive search, consulting and digital services. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic conditions for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. The Company considered the current and expected future economic and market conditions surrounding COVID-19 as of the end of the quarter and determined that the estimate of credit losses was not significantly impacted as of that date.

The activity in the allowance for credit losses on the Company's trade receivables is as follows:

8.The fair value and unrealized losses on available for sale debt securities, aggregated by investment category and the length of time the security has been in an unrealized loss position, are as follows:

The unrealized losses on nine investments in Commercial paper securities, six investments in Corporate notes/bonds and one investment in US Treasury and Agency securities were caused by fluctuations in market interest rates. The Company only purchases high grade bonds that have a maturity from the date of purchase of less than one year. The Company monitors the credit worthiness of its investments on a quarterly basis. The Company does not intend to sell the investments and does not believe it will be required to sell the investments before the investments mature and therefore recover the amortized cost basis.

The provision for income tax was an expense of ~~$8.8~~$12.9 million and ~~$39.0~~$4.2 million in the three and ~~nine~~six months ended ~~January~~October 31, 2020, respectively, ~~resulting in a 29.5% and 26.6%~~with an effective tax rate of 31.4% and 294.5%, respectively. ~~In both periods,~~For the ~~Company’s~~three months ended July 31, 2020, the Company used an actual year-to-date effective tax rate as the best estimate of the annual effective tax rate because small changes in projected income produced significant variations in the estimated annual effective rate and, as a result, a reliable estimate of the annual effective tax rate based on projected income could not be made. For the six months ended October 31, 2020, however, the Company determined that its estimated annual effective tax rate based on projected income was ~~higher than~~reliable and returned to the ~~U.S. federal statutory rate~~generally prescribed method of ~~21.0% primarily due~~computing the tax provision for interim periods. In addition to the impact of U.S. state income taxes and the ~~recognition~~jurisdictional mix of ~~taxable income outside~~earnings, which generally create variability in our effective tax rate over time, the ~~U.S. at higher statutory~~effective tax ~~rates.~~rate in the three and six months ended October 31, 2020 was affected by a tax expense recorded for withholding taxes on inter-company dividends that are not eligible for credit and a shortfall recorded in connection with stock-based awards that vested in the three months ended July 31, 2020. The shortfall is the amount by which the Company’s tax deduction for these awards, based on the fair market value of the awards on the date of vesting, is less than the expense recorded in the Company’s financial statements over the awards’ vesting period.

~~During~~On April 20, 2020, in light of the ~~three months ended January 31, 2020,~~continuing uncertainty in worldwide economic conditions caused by the COVID-19 pandemic and, as part of a broader program aimed at further enhancing Korn Ferry’s strong balance sheet and liquidity position, the Company adopted a restructuring plan intended to ~~rationalize~~adjust its cost ~~structure~~base to ~~realize~~ the ~~efficiencies~~current economic environment and ~~operational improvement that~~to position the ~~investments~~Company to invest into its recovery. The Company continued the implementation of this plan in the ~~Digital business, as discussed~~first quarter of fiscal 2021. There were no new such actions in ~~Note 10—Segments, have enabled us~~the second quarter. Rather, the Company completed the actions initiated in prior quarters and made adjustments to ~~or position us to, realize. The~~previously recorded restructuring ~~plan impacts both the Consulting and Digital segments and includes the elimination of redundant positions, which resulted~~accruals resulting in restructuring charges, net of ~~$18.1~~$2.4 million and $29.9 million in the three and ~~nine~~six months ended ~~January~~October 31, 2020 across all lines of business relating to severance for positions that ~~have been~~were eliminated. There were 0 restructuring charges in the three and six months ended October 31, 2019.

Changes in the restructuring liability during the three months ended ~~January~~October 31, 2020 ~~are~~were as follows:

	Restructuring Liability			Restructuring Liability
	(in thousands)			(in thousands)
As of October 31, 2019	$	528
As of July 31, 2020				$	28,532
Restructuring charges, net		18,093			2,407
Reductions for cash payments		(11,075	)		(13,812	)
Non-cash payments		(1,284	)
Exchange rate fluctuations		12			(297	)
As of January 31, 2020	$	6,274
As of October 31, 2020				$	16,830

Changes in the restructuring liability during the ~~nine~~six months ended ~~January~~October 31, 2020 ~~are~~were as follows:

	Restructuring Liability			Restructuring Liability
	(in thousands)			(in thousands)
As of April 30, 2019	$	531
As of April 30, 2020				$	34,153
Restructuring charges, net		18,093			29,894
Reductions for cash payments		(11,075	)		(45,159	)
Non-cash payments		(1,284	)		(3,968	)
Exchange rate fluctuations		9			1,910
As of January 31, 2020	$	6,274
As of October 31, 2020				$	16,830

As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets, except for ~~$0.7~~$0.6 million and ~~$0.5~~$0.6 million, respectively, which are included in other long-term liabilities.

~~Over the past year the~~The Company has invested in its digital business over the past year in order to digitize and harmonize the structure of its IP content and data and to build a technology platform for the efficient delivery of these assets directly to an end consumer or indirectly through a ~~consultant~~consulting engagement. These investments combined with the recent acquisition of the Acquired Companies ~~have provided~~resulted in a reassessment in the ~~Company the opportunity to reassess~~third quarter of fiscal 2020 of how the Company ~~manages~~managed its former Advisory business. Given the Company’s strategy and development of financial and operational metrics for the ~~Consulting~~consulting and ~~Digital~~digital businesses, the Company’s chief operating decision maker ~~has~~(“CODM”) had begun to ~~regularly~~ make resource allocation decisions and assess performance separately between Consulting and Digital. Therefore, on November 1, 2019, the Company changed the composition of its global segments, and under the new reporting format, the Advisory segment ~~has been~~was separated into two ~~segments,~~segments: Consulting and Digital.Revenues are directly attributed to a segment and expenses not directly associated with a

specific segment are allocated based on the most relevant measures applicable, including revenues, headcount, and other factors. Due to this change, the Company completed a qualitative assessment for any potential goodwill impairment both prior and subsequent to the aforementioned change and determined that no impairment indicators were present. Operating results by segment prior to November 1, 2019 have been ~~revised~~recast to conform to the new segment reporting.

Executive Search is managed by geographic regional leaders. Worldwide operations for Consulting, Digital, and RPO and Professional Search are managed by their Chief Executive Officers. The Executive Search geographic regional leaders and the Chief Executive Officers of Consulting, Digital, and RPO ~~and~~& Professional Search report directly to the Chief Executive Officer of the Company. The Company also operates a Corporate segment to record global expenses.

The Company evaluates performance and allocates resources based on the ~~Company’s chief operating decision maker’s~~CODM’s review of ~~(1)~~1) fee revenue and ~~(2)~~2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other than temporary impairment). The accounting policies for the reportable segments are the same as those described in the summary of significant accounting policies in Note 1—Organization and Summary of Significant Accounting Policies, except the items described above are excluded from ~~EBITDA~~earnings before interest, taxes, depreciation and amortization (“EBITDA”) to arrive at Adjusted EBITDA. The ~~Company’s chief operating decision maker~~CODM is not provided asset information by reportable segment.

	Three Months Ended October 31, 2020
					Executive Search
	Consulting		Digital		North America			EMEA		Asia Pacific			Latin America		Subtotal		RPO & Professional Search		Corporate			Consolidated
	(in thousands)
Fee revenue	$	126,685	$	75,043	$	91,168		$	31,629	$	20,807		$	4,456	$	148,060	$	85,651	$	—		$	435,439
Total revenue	$	127,051	$	75,038	$	91,609		$	31,714	$	20,820		$	4,456	$	148,599	$	87,101	$	—		$	437,789

Net income attributable to Korn Ferry																						$	27,778
Net income attributable to noncontrolling interest																							300
Other income net																							(277	)
Interest expense, net																							7,494
Income tax provision																							12,877
Operating income (loss)	$	14,621	$	15,823	$	20,491		$	1,509	$	3,253		$	375	$	25,628	$	12,502	$	(20,402	)	$	48,172
Depreciation and amortization		4,063		7,005		716			355		250			202		1,523		945		1,762			15,298
Other income (loss), net		336		202		(9	)		31		166			7		195		24		(480	)		277
EBITDA		19,020		23,030		21,198			1,895		3,669			584		27,346		13,471		(19,120	)		63,747
Restructuring, charges, net		1,143		54		(12	)		922		(28	)		—		882		328		—			2,407
Adjusted EBITDA	$	20,163	$	23,084	$	21,186		$	2,817	$	3,641		$	584	$	28,228	$	13,799	$	(19,120	)	$	66,154

	Three Months Ended January 31, 2020																						Three Months Ended October 31, 2019
					Executive Search																						Executive Search
	Consulting		Digital		North America		EMEA		Asia Pacific		Latin America		Subtotal		RPO & Professional Search		Corporate			Consolidated			Consulting		Digital		North America		EMEA		Asia Pacific		Latin America		Subtotal		RPO & Professional Search		Corporate			Consolidated
	(in thousands)																						(in thousands)
Fee revenue	$	140,525	$	99,389	$	106,888	$	44,301	$	25,089	$	7,283	$	183,561	$	91,850	$	—		$	515,325		$	144,036	$	65,724	$	113,818	$	39,821	$	25,944	$	8,272	$	187,855	$	94,774	$	—		$	492,389
Total revenue	$	144,298	$	100,663	$	110,230	$	45,077	$	25,365	$	7,351	$	188,023	$	94,995	$	—		$	527,979		$	148,198	$	65,724	$	117,077	$	40,441	$	26,168	$	8,273	$	191,959	$	98,296	$	—		$	504,177

Net income attributable to Korn Ferry																				$	19,993																					$	42,804
Net income attributable to noncontrolling interest																					963																						228
Other income, net																					(5,055	)																					(1,133	)
Interest expense, net																					6,919																						4,210
Income tax provision																					8,775																						15,760
Operating income (loss)	$	2,663	$	8,463	$	21,808	$	4,644	$	5,070	$	1,198	$	32,720	$	14,144	$	(26,395	)		31,595		$	9,826	$	18,565	$	28,124	$	6,511	$	5,803	$	791	$	41,229	$	15,094	$	(22,845	)	$	61,869
Depreciation and amortization		4,417		5,832		847		422		329		295		1,893		979		1,742			14,863			4,357		3,685		869		450		329		315		1,963		990		1,720			12,715
Other income (loss), net		558		193		3,963		29		106		162		4,260		88		(44	)		5,055			386		134		637		107		72		30		846		54		(287	)		1,133
EBITDA		7,638		14,488		26,618		5,095		5,505		1,655		38,873		15,211		(24,697	)		51,513			14,569		22,384		29,630		7,068		6,204		1,136		44,038		16,138		(21,412	)		75,717
Integration/acquisition costs		—		4,332		—		—		—		—		—		—		2,372			6,704			—		—		—		—		—		—		—		—		2,615			2,615
Restructuring, charges, net		11,061		7,032		—		—		—		—		—		—		—			18,093
Separation costs		—		—		—		1,783		—		—		1,783		—		—			1,783
Adjusted EBITDA	$	18,699	$	25,852	$	26,618	$	6,878	$	5,505	$	1,655	$	40,656	$	15,211	$	(22,325	)	$	78,093		$	14,569	$	22,384	$	29,630	$	7,068	$	6,204	$	1,136	$	44,038	$	16,138	$	(18,797	)	$	78,332

	Three Months Ended January 31, 2019																							Six Months Ended October 31, 2020
					Executive Search																							Executive Search
	Consulting		Digital		North America		EMEA		Asia Pacific			Latin America		Subtotal		RPO & Professional Search		Corporate			Consolidated			Consulting		Digital		North America		EMEA			Asia Pacific		Latin America			Subtotal		RPO & Professional Search		Corporate			Consolidated
	(in thousands)																							(in thousands)
Fee revenue	$	139,029	$	62,473	$	114,215	$	45,940	$	25,687		$	7,554	$	193,396	$	79,606	$	—		$	474,504		$	226,003	$	131,016	$	160,483	$	61,710		$	38,059	$	7,951		$	268,203	$	154,314	$	—		$	779,536
Total revenue	$	143,204	$	62,473	$	117,725	$	46,639	$	26,046		$	7,573	$	197,983	$	82,512	$	—		$	486,172		$	226,641	$	131,060	$	161,465	$	61,909		$	38,160	$	7,951		$	269,485	$	157,486	$	—		$	784,672

Net income attributable to Korn Ferry																					$	44,964
Net loss attributable to Korn Ferry																																													$	(3,055	)
Net income attributable to noncontrolling interest																						480																								278
Other income, net																						(2,463	)																							(11,439	)
Interest expense, net																						4,282																								14,388
Income tax provision																						15,420																								4,205
Operating income (loss)	$	11,782	$	17,497	$	30,596	$	7,525	$	5,929		$	653	$	44,703	$	12,176	$	(23,475	)		62,683		$	3,694	$	13,196	$	14,756	$	(4,710	)	$	4,114	$	(842	)	$	13,318	$	14,667	$	(40,498	)	$	4,377
Depreciation and amortization		4,001		3,306		970		402		338			97		1,807		803		1,824			11,741			8,072		13,731		1,446		717			525		404			3,092		1,885		3,553			30,333
Other income (loss), net		582		204		1,626		26		(134	)		133		1,651		77		(51	)		2,463			1,124		620		9,333		50			392		55			9,830		220		(355	)		11,439
EBITDA		16,365		21,007		33,192		7,953		6,133			883		48,161		13,056		(21,702	)		76,887			12,890		27,547		25,535		(3,943	)		5,031		(383	)		26,240		16,772		(37,300	)		46,149
Integration/acquisition costs		650		127		—		—		—			—		—		—		27			804			—		556		—		—			—		—			—		—		181			737
Restructuring charges, net																									13,877		2,924		963		8,470			204		405			10,042		3,051		—			29,894
Adjusted EBITDA	$	17,015	$	21,134	$	33,192	$	7,953	$	6,133		$	883	$	48,161	$	13,056	$	(21,675	)	$	77,691		$	26,767	$	31,027	$	26,498	$	4,527		$	5,235	$	22		$	36,282	$	19,823	$	(37,119	)	$	76,780

	Six Months Ended October 31, 2019
					Executive Search
	Consulting		Digital		North America		EMEA		Asia Pacific		Latin America		Subtotal		RPO & Professional Search		Corporate			Consolidated
	(in thousands)
Fee revenue	$	281,578	$	123,708	$	225,540	$	86,351	$	53,306	$	15,857	$	381,054	$	190,598	$	—		$	976,938
Total revenue	$	289,534	$	123,708	$	232,523	$	87,753	$	53,836	$	15,860	$	389,972	$	197,161	$	—		$	1,000,375

Net income attributable to Korn Ferry																				$	85,755
Net income attributable to noncontrolling interest																					927
Other income, net																					(2,959	)
Interest expense, net																					8,267
Income tax provision																					30,213
Operating income (loss)	$	21,609	$	32,573	$	58,446	$	13,822	$	12,796	$	1,801	$	86,865	$	30,135	$	(48,979	)	$	122,203
Depreciation and amortization		8,771		7,324		1,770		906		675		643		3,994		1,982		3,421			25,492
Other income (loss), net		911		335		1,777		119		87		87		2,070		128		(485	)		2,959
EBITDA		31,291		40,232		61,993		14,847		13,558		2,531		92,929		32,245		(46,043	)		150,654
Integration/acquisition costs		—		—		—		—		—		—		—		—		2,615			2,615
Adjusted EBITDA	$	31,291	$	40,232	$	61,993	$	14,847	$	13,558	$	2,531	$	92,929	$	32,245	$	(43,428	)	$	153,269

Nine Months Ended January 31, 2020

Executive Search

Consulting

Digital

North
America

EMEA

Asia Pacific

Latin
America

Subtotal

RPO & Professional Search

Corporate

Consolidated

(in thousands)

Fee revenue

$
422,103

$
223,097

$
332,428

$
130,652

$
78,395

$
23,140

$
564,615

$
282,448

$
—

$
1,492,263

Total revenue

$
433,832

$
224,371

$
342,753

$
132,830

$
79,201

$
23,211

$
577,995

$
292,156

$
—

$
1,528,354

Net income attributable to Korn Ferry

$
105,748

Net income attributable to noncontrolling interest

1,890

Other income, net

(8,014
)
Interest expense, net

15,186

Income tax provision

38,988

Operating income (loss)

$
24,272

$
41,036

$
80,254

$
18,466

$
17,866

$
2,999

$
119,585

$
44,279

$
(75,374
)

153,798

Depreciation and amortization

13,188

13,156

2,617

1,328

1,004

938

5,887

2,961

5,163

40,355

Other income (loss), net

1,469

528

5,740

148

193

249

6,330

216

(529
)

8,014

EBITDA

38,929

54,720

88,611

19,942

19,063

4,186

131,802

47,456

(70,740
)

202,167

Integration/acquisition costs

—

4,332

—

—

—

—

—

—

4,987

9,319

Restructuring charges, net

11,061

7,032

—

—

—

—

—

—

—

18,093

Separation costs

—

—

—

1,783

—

—

1,783

—

—

1,783

Adjusted EBITDA

$
49,990

$
66,084

$
88,611

$
21,725

$
19,063

$
4,186

$
133,585

$
47,456

$
(65,753
)

$
231,362

Nine Months Ended January 31, 2019

Executive Search

Consulting

Digital

North
America

EMEA

Asia Pacific

Latin
America

Subtotal

RPO & Professional Search

Corporate

Consolidated

(in thousands)

Fee revenue

$
423,958

$
190,008

$
342,175

$
137,522

$
79,918

$
24,339

$
583,954

$
237,357

$
—

$
1,435,277

Total revenue

$
437,235

$
190,008

$
352,804

$
140,024

$
80,817

$
24,388

$
598,033

$
246,051

$
—

$
1,471,327

Net income attributable to Korn Ferry

$
52,387

Net income attributable to noncontrolling interest

1,782

Other income, net

(2,483
)
Interest expense, net

12,722

Income tax provision

14,143

Operating income (loss)

$
(47,431
)

$
23,057

$
92,438

$
21,813

$
19,337

$
3,460

$
137,048

$
36,337

$
(70,460
)

78,551

Depreciation and amortization

12,219

9,483

2,917

867

1,083

305

5,172

2,325

5,291

34,490

Other income (loss), net

1,107

514

1,146

388

118

263

1,915

103

(1,156
)

2,483

EBITDA

(34,105
)

33,054

96,501

23,068

20,538

4,028

144,135

38,765

(66,325
)

115,524

Integration/acquisition costs

5,304

1,255

—

—

—

—

—

—

187

6,746

Tradename write-offs

76,967

29,588

—

—

—

—

—

—

—

106,555

Adjusted EBITDA

$
48,166

$
63,897

$
96,501

$
23,068

$
20,538

$
4,028

$
144,135

$
38,765

$
(66,138
)

$
228,825

On December 16, 2019, the Company completed a private placement of 4.625% Senior Unsecured Notes due 2027 (the “Notes”) with a $400 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes were issued with a $4.5 million discount and will mature December 15, 2027, with interest payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. The Notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness. The Company may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. At any time prior to December 15, 2022, the Company may redeem the Notes at a redemption price equal to 100% of the principal plus the Applicable Premium (as defined in the indenture governing the Notes), and accrued and unpaid interest. At any time prior to December 15, 2022, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes, including any permitted additional notes, at a redemption price equal to 104.625% of the principal amount and accrued and unpaid interest. At any time and from time to time on or after December 15, 2022, the Company may redeem the Notes at the applicable redemption prices set forth in the table below, plus accrued and unpaid interest, if redeemed during the ~~twelve-month~~12-month period beginning on December 15 of each of the years indicated:

The Notes allow the Company to pay $25 million of dividends per fiscal year with no restrictions, plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00, and the Company is not in default under the indenture governing the Notes. The Notes are guaranteed by each of the Company's existing and future wholly owned domestic subsidiaries to the extent such subsidiaries guarantee the Company's revolving credit facility. The indenture governing the Notes requires that, upon the occurrence of both a Change of Control and a Rating Decline (each as defined in the indenture), the Company shall make an offer to purchase all of the Notes at 101% of their principal amount and accrued and unpaid interest. The Company used the proceeds from the offering of the Notes to repay $276.9 million outstanding under the Company’s prior revolving credit facility (the “Prior Credit Agreement”) and to pay expenses and fees in connection therewith. The remainder of the proceeds ~~will be~~were used for general corporate requirements. The effective interest rate on the Notes is 4.86%. As of ~~January~~October 31, 2020 and April 30, 2020, the fair value of the Notes was ~~$402~~$406.5 million and $372.5 million, respectively, based on borrowing rates then required of notes with similar terms, maturity and credit risk. The fair value of the Notes was classified as a Level 2 measurement in the fair value hierarchy.

In thousands	January 31, 2020			April 30, 2019			October 31, 2020			April 30, 2020
Senior Unsecured Notes	$	400,000		$	—		$	400,000		$	400,000
Revolver		—			226,875
Less: Unamortized discount and issuance costs		(6,014	)		(3,997	)		(5,535	)		(5,856	)
Long-term borrowings, net of unamortized discount and debt issuance costs	$	393,986		$	222,878		$	394,465		$	394,144

On December 16, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of banks and Bank of America, National Association as administrative agent to among other things, provide for enhanced financial flexibility. The Credit Agreement provides for a $650.0 million five-year senior secured revolving credit facility (the “Revolver”), and contains certain customary affirmative and negative covenants, including a maximum consolidated net leverage ratio, a maximum consolidated secured net leverage ratio and a minimum interest coverage ratio. The Credit Agreement permits the payment of dividends to stockholders and Company share repurchases so long as there is no default under the Credit Agreement, the consolidated net leverage ratio, which uses adjusted EBITDA, is no greater than ~~4.00~~4.25 to 1.00, and ~~the~~ pro forma liquidity is at least $50.0 million. The payoff of the term loan under the Prior Credit Agreement is considered a debt modification and therefore, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new issuance.

The principal balance of the Revolver, if any, is due on the date of its termination. The Revolver matures on December 16, 2024 and any unpaid principal balance is payable on this date. The Revolver may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees).

At the Company’s option, loans issued under the Credit Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the Credit Agreement may fluctuate between LIBOR plus 1.125% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.125% per annum and the alternate base rate plus 1.00% per annum, in

the alternative), based upon the Company’s total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated net leverage ratio”) at such time. In addition, the Company will be required to pay to the lenders a quarterly commitment fee ranging from ~~0.175%~~0.175% to 0.35% per annum on the average daily unused amount of the Revolver, based upon the Company’s consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit. During the three and ~~nine~~six months ended ~~January 31, 2020, the average interest rate on amounts outstanding under the prior revolver was 2.94% and 3.44%, respectively. During the three and nine months ended January~~October 31, 2019, the average interest rate on ~~amounts outstanding under~~ the ~~prior revolver~~previous term loan was ~~3.64%~~3.37% and ~~3.42%~~3.53%, ~~respectively.~~respectively.

As of ~~January~~October 31, 2020 and April 20, 2020, there was 0 outstanding liability under the ~~Revolver compared to $226.9 million as of April 30, 2019 under the prior revolver.~~Revolver. The unamortized debt issuance costs associated with the Credit Agreement was ~~$4.5~~$3.8 million and $4.2 million as of ~~January~~October 31, 2020 and ~~$4.0 million under the Prior Credit Agreement as of~~ April 30, ~~2019. As of January 31,~~ 2020, respectively. The debt issuance costs were included in other current assets and other non-current assets on the consolidated balance ~~sheet.~~sheets. As of ~~January~~October 31, 2020, the Company was in compliance with its debt covenants.

The Company had a total of $646.0 million available under the Revolver after $4.0 million of standby letters of credit has been issued as of ~~January~~October 31, ~~2020.~~2020 and April 30, 2020, respectively. The Company had a total of ~~$420.2 million available under the prior revolver after the Company drew down $226.9~~$10.1 million and ~~after $2.9 million of standby letters of credit had been issued as of April 30, 2019. The Company had a total of $11.1 million and $8.5~~$11.3 million of standby letters with other financial institutions as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. The standby letters of credits were generally issued as a result of entering into office premise leases.

The Company’s lease portfolio is comprised of operating leases for office space and equipment and finance leases for equipment. Equipment leases are comprised of vehicles and office equipment. The majority of the Company’s leases include both lease and non-lease components. Non-lease components primarily include maintenance, insurance, taxes and other utilities. The Company ~~has decided to combine~~combines fixed payments for non-lease components with its lease payments and account for them as a single lease component, which increases its ROU assets and lease liabilities. Some of the leases include one or more options to renew or terminate the lease at the Company’s discretion. Generally, the renewal and termination options are not included in the ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company has elected not to recognize a ROU asset or lease liability for leases with an initial term of 12 months or less.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of the future minimum lease payments. The Company applies the portfolio approach when determining the incremental borrowing rate since it has a centrally managed treasury function. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment.

Operating leases contain both office and equipment leases, have remaining terms that range from less than one year to 1110 years, some of which also include options to extend or terminate the lease. Finance leases are comprised of equipment leases and have remaining terms that range from less than one year to 5five years. Finance lease assets are included in property and equipment, net while finance lease liabilities are included in other accrued liabilities and other liabilities.

~~As a result~~The components of the acquisition of the Acquired Companies, the Company recognized ROU assets of $3.2 million with a corresponding liability of $6.7 million. The ROU asset balance was adjusted by reclassification of pre-existing prepaid expenses, restructuring liabilities and deferred rent totaling $3.5 million. As part of the plan for integrating the Acquired Companies, the Company decided to exit 16 office leases andlease expense were as ~~a result, recorded an impairment charge of the ROU assets of $2.3 million recorded in the consolidated statements of income.~~follows:

			Six Months Ended October 31,
	Nine Months Ended January 31, 2020		2020		2019
	(in thousands)		(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	47,040	$	32,321	$	30,351
Financing cash flows from finance leases	$	1,426	$	664	$	927

ROU assets obtained in exchange for lease obligations:
Operating leases	$	11,742	$	6,000	$	6,054
Finance leases	$	1,102	$	509	$	732

	January 31, 2020			October 31, 2020			April 30, 2020
	(in thousands)			(in thousands)
Finance Leases:

Property and equipment, at cost	$	4,825		$	4,623		$	4,281
Accumulated depreciation		(1,367	)		(2,003	)		(1,485	)
Property and equipment, net	$	3,458		$	2,620		$	2,796

Other accrued liabilities	$	1,511		$	1,084		$	1,241
Other liabilities		1,996			1,668			1,634
Total finance lease liabilities	$	3,507		$	2,752		$	2,875

Weighted average remaining lease terms:
Operating leases	6.4 years			5.2 years			5.5 years
Finance leases	2.8 years			3.0 years			2.9 years

Weighted average discount rate:
Operating leases		4.8	%		4.8	%		4.8	%
Finance leases		4.1	%		4.2	%		4.1	%

Year Ending April 30,	Operating		Financing		Operating		Financing
	(in thousands)				(in thousands)
2020 (excluding the nine months ended January 31, 2020)	$	15,993	$	456
2021		57,740		1,503
2021 (excluding the six months ended October 31, 2020)					$	33,714	$	636
2022		50,324		1,052		53,093		1,019
2023		43,468		441		44,865		732
2024		40,464		206		38,189		411
2025						32,769		123
Thereafter		77,370		48		46,680		—
Total lease payments		285,359		3,706		249,310		2,921
Less: imputed interest		37,558		199		30,233		169
Total	$	247,801	$	3,507	$	219,077	$	2,752

~~On November 1, 2019, the Company completed its acquisition of the Acquired Companies for $108.6 million, net of cash acquired.~~

The Acquired Companies contribute a world-class portfolio of learning, development and performance improvement offerings and expertise to Korn Ferry and bolster the Company’s substantial leadership development capabilities. The Acquired Companies specialize in transforming sales performance and customer experience, offer frontline leadership development and provide organizational and project management training. These companies are included in the new Digital segment which, working closely with the new Consulting segment, will provide clients with direct access to data, insights and analytics from one of the world’s most comprehensive people and organizational databases. The addition of the Acquired Companies further expands Korn Ferry’s vast intellectual property and content and leverages the firm’s digital delivery platforms. Actual results of operations of the Acquired Companies are included in the Company’s consolidated financial statements from November 1, 2019, the effective date of the acquisition.

The aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed on their estimated fair values at the date of acquisition. As of January 31, 2020, these allocations remain preliminary with regard to income taxes. The measurement period for purchase price allocation ends as soon as information on the facts and circumstances becomes available, not to exceed 12 months.

On ~~March 10,~~November 22, 2020, the Board of Directors of the Company declared a cash dividend of $0.10 per share with a payment date of ~~April~~January 15, ~~2020~~2021 to holders of the Company’s common stock of record at the close of business on ~~March 26,~~December 21, 2020. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial conditions, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant. The Board of Directors may amend, revoke or suspend the dividend policy at any time and for any reason.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 expected benefits of the acquisition of Miller Heiman Group, AchieveForum and Strategy Execution (collectively, the “Acquired Companies”),~~ the timing and expected benefits of our ~~recently adopted~~ restructuring ~~plan~~plans and the ~~potential negative~~magnitude and duration of the impact of the ~~coronavirus (COVID-19) outbreak~~global (“COVID-19”) pandemic on our business, employees, customers and our ability to provide services in affected ~~regions, also are forward-looking statements. All of these~~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 magnitude and duration of the negative impact of the COVID -19 pandemic 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, ~~the expected timing of the consummation of the Plan (as defined below), the impact of the Plan’s rebranding on the Company’s products and services,~~ potential legal liability and regulatory developments, portability of client relationships, ~~global and local political~~consolidation of or ~~economic developments in or affecting countries where~~within the industries we ~~have operations,~~serve, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, restrictions imposed by off-limits agreements, ~~competition, consolidation of the industries we serve,~~ 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, ~~the effects of the Tax Cuts and Jobs Act (the “Tax Act”) and other future changes in tax laws,~~ treaties, or regulations on our business and our ~~company,~~Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, the impact of the ~~withdrawal of the~~ United ~~Kingdom~~Kingdom’s withdrawal from the European Union, changes in our accounting estimates and assumptions, ~~alignment of our cost structure,~~ the utilization and billing rates of our consultants, seasonality, the expansion of social media platforms, the ability to effect ~~acquisition and integratethe Acquired Companies; the ability to recognize the anticipated benefits of the acquisition of the Acquired Companies; the costs related to the acquisition of the Acquired Companies;~~acquisitions, our indebtedness, the phase-out of LIBOR, ~~the potential negative impact of the coronavirus (COVID-19) outbreak on our business, employees, customers and our ability to provide services in affected regions,~~ and the matters disclosed under the heading “Risk Factors” in the ~~this Quarterly Report on Form 10-Q and in the~~ Company’s ~~other Exchanges~~Exchange Act reports, including Item 1A ofincluded in the ~~Company’s~~ Annual Report on Form 10-K for the fiscal year ended April 30, ~~2019~~2020 (“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.

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 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.

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 to a diversified business, giving our consultants more frequent and expanded opportunities to engage with clients.

Consulting and Digital are new reporting segments implemented in the third quarter of fiscal 2020. Previously, these were ~~formerly referred to,~~tracked and reported together as Korn Ferry Advisory (“Advisory”). Over the past year, we have invested in the digital business ~~in order to digitize~~ and ~~harmonize~~harmonized the structure of our IP content and data, ~~and to build~~building a technology platform for the efficient delivery of these assets directly to an end consumer or indirectly through a ~~consultant~~consulting engagement. These investments combined with the ~~recent~~ acquisitions of Miller Heiman Group, AchieveForum and Strategy Execution (collectively, the “Acquired Companies”) in November 2019 from TwentyEighty, Inc. for $108.6 million, resulted in ~~reassessing~~a reassessment of how we ~~manage~~managed our Advisory business. Therefore, beginning in the third quarter of fiscal 2020, we separated Advisory into two segments in order to better align with the Company’s strategy (which included the acquisition of the Acquired Companies) and the decisions of the Company’s chief operating decision maker, ~~which has~~who had begun to regularly make resource allocation decisions and assess performance separately between ~~Consulting~~consulting and ~~Digital.~~digital within Advisory. The addition of the Acquired Companies has further expanded our vast IP and content and leveraged the firm’s digital delivery platforms. We have invested in our digital business to digitize and harmonize the structure of our IP content and data and in building a technology platform for the efficient delivery of these assets directly to an end consumer or indirectly through a consulting engagement.

While most organizations can develop a sound strategy, they often struggle with how to make it stick. That is where we come in: synchronizing an organization’s strategy with its talent to drive superior performance. We help companies design their organization—the structure, roles and responsibilities—to seize these opportunities. In addition, we help organizations select and hire the talent they need to execute their strategy—and show them the best way to compensate, develop and motivate their people.

~~On June 12, 2018, the Company’s Board~~The Impact of Directors approved the One Korn Ferry rebranding plan for the Company (the “Plan”). The Plan includes going to market under a single, master brand architecture, solely as Korn Ferry and sunsetting all the Company’s sub-brands used at that time, including Futurestep, Hay Group and Lominger, among others. This integrated go-to-market approach was a key driver in our fee revenue growth in ~~fiscal year 2018, which led to the decision to further integrate our go-to-market activities under one master brand — Korn Ferry. As a result, the Company discontinued the use of all sub-brands~~ ~~and changed its name, effective January 1, 2019, to “Korn Ferry.”~~ Two of the Company’s former sub-brands, Hay Group and Lominger, came to Korn Ferry through acquisitions. In connection with the accounting for these acquisitions, $106.6 million of the purchase price was allocated to indefinite-lived tradename intangible assets. As a result of the decision to discontinue their use, the Company took a one-time, non-cash write-off of tradenames of $106.6 million during the nine months ended January 31, 2019.

On November 1, 2019, we completed the acquisitions of the Acquired Companies from TwentyEighty, Inc. for $108.6 million. The addition of the Acquired Companies has further expanded our vast intellectual property and content and leveraged the firm’s digital delivery platforms. We have invested in our digital business to digitize and harmonize the structure of our IP content and data and in building a technology platform for the efficient delivery of these assets directly to an end consumer or indirectly through a consulting engagement. These investments combined with the acquisition of the Acquired Companies resulted in reassessing how we manage our Advisory business. On November 1, 2019, we adopted a restructuring plan to rationalize our cost structure to realize the efficiencies and operational improvement that these investments have enabled us to, or positioned us to, realize. The plan impacts both Consulting and Digital and includes the elimination of redundant positions and consolidation of office space. ~~During the three and nine months ended January 31, 2020, we recognized $18.1 million of restructuring charges associated with severance and recorded $2.8 million of~~ ~~integration/acquisition~~ ~~costs associated with impairment of 16 office leases. We~~ ~~expect~~ ~~the restructuring actions to be completed by July 31, 2020.~~COVID-19

In ~~December 2019, a new strain of the coronavirus (COVID-19)~~March 2020, COVID-19 was reported to have spread to over 100 countries, territories or areas, ~~worldwide. Initially,~~worldwide, and in the fourth quarter of fiscal 2020 the World Health Organization declared it a pandemic. The negative business impact of the coronavirus outbreak was initially most pronounced in the Asia Pacific ~~Region, and in particular China and Hong Kong. In recent weeks and days, however,~~region. During the first two quarters of fiscal 2021 the impact has ~~become more global. Recently, select governments~~been felt throughout all the geographical areas in which we do business. Governments and companies have implemented social distancing - limiting either travel or in person individual or group face-to-face ~~interaction. The extent~~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 quarter of fiscal 2021 as the world learned to work in different ways. Further, the outbreak has restricted the level of economic activity in the areas in which ~~further, incremental measures are put in place or additional government bodies adopt such measures is unknown. The measures taken to date will~~we operate and has had an adverse impact on demand for and sales of our ~~business for the fiscal fourth quarter~~products and ~~potentially beyond. We expect that all~~services. All of our business segments across all of our geographies will be impacted to some degree, but the significance of the impact of the coronavirus outbreak on our business and the duration for which it may have an impact cannot be determined at this time.

~~The Company currently operates through four global segments. See Note 10—Segments~~ across all of our geographies have been impacted as fee revenue decreased in the ~~Notes~~fourth quarter of fiscal 2020 and further decreased in the first quarter of fiscal 2021 due to ~~Consolidated Unaudited Financial Statements~~a decrease in demand as clients responded to the pandemic. As a result of this and, as part of a broader program aimed at further enhancing our strong balance sheet and liquidity position, on April 20, 2020, we initiated a plan intended to adjust our cost base to the current economic environment and to position us to invest in the recovery. This plan included (i) a reduction in workforce, which was completed by the end of the first quarter of fiscal 2021 and resulted in restructuring charges of $40.5 million and $29.9 million associated with severance during the three months ended April 30, 2020 and the six months ended October 31, 2020, respectively, (ii) the temporary furlough of certain employees, (iii) subject to certain exceptions and legal requirements, salary reductions across the organization through December 31, 2020, and (iv) other cost saving measures relating to general and administrative expenses.

In the second quarter of fiscal 2021, the Company saw business conditions improve substantially from where they were in the first quarter with fee revenues increasing 27% from the first quarter of fiscal 2021 to $435.4 million with all lines of business contributing to the improvement of fee revenue. As such, no further restructuring actions were taken in the quarter. With the sequential improvement in fee revenue and leveraging the restructured cost base, the Company experienced significantly better profitability in the three months ended October 31, 2020 compared to the first quarter of fiscal 2021. As such, the Company made a decision to pay all colleagues their full salary for ~~discussion~~the second quarter of the Company’s ~~global~~2021 fiscal year, including the reduced compensation to our named executive officers and the reduction in annual cash retainer for the non-executive members of our Board of Directors. Employees and non-executive members of our Board of Directors will receive such payments on or before December 31, 2020, subject in each case to such employee’s or director’s continued employment or service with the Company until the date of payment.

While advances have been made in the science and societal and economic consequences of COVID-19, there remains significant uncertainty about the ultimate impact of COVID-19. On the positive side, there have been several announcements around vaccines that have greater than 90% effectiveness. In addition, the world has adopted new ways of working and interacting with substantial acceptance of business ~~segments.~~ being conducted in a virtual world. On the negative side, there are a number of unanswered questions regarding the capacity to manufacture the vaccines at scale as well as how they will be distributed and administered to the population at large. Since the end of the second quarter of fiscal 2021, we are seeing governments impose additional restrictions on travel and activities, particularly in Europe and in the United States, as the number of COVID-19 cases and hospitalizations continue to increase, reaching all-time highs in the United States. With the implementation of the plan discussed above and the improved business activity we experienced in the second quarter, we believe our costs are in line with our current revenue levels. However, with the increase in COVID-19 cases and new restrictions being imposed, we cannot give assurance that the rate of increase in fee revenue during the three months ended October 31, 2020, will continue in the three months ended January 31, 2021. Given the amount available from our current revolver and the amount of cash and cash equivalents and marketable securities net of amounts held in trust for deferred compensations and accrued bonuses, we believe that we have sufficient liquidity to meet our anticipated working capital, capital expenditures, general corporate requirements, repayment of the debt obligations and dividend payments under our dividend policy in the next 12 months.

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 costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other than temporary ~~impairment)~~impairments of investments).In the six months ended October 31, 2020, Adjusted EBITDA excluded $29.9 million of restructuring charges and $0.7 million of integration/acquisition costs. In the three months ended ~~January~~October 31, 2020, Adjusted EBITDA excluded ~~$18.1~~$2.4 million ofin restructuring charges, ~~$6.7 million of integration/acquisition costs~~net.

Earnings before interest, taxes, depreciation and $1.8 million of separation costs. In the nine months ended January 31, 2020, Adjusted EBITDA excluded $18.1 million of restructuring charges, $9.3 million of integration/acquisition costs and $1.8 million of separation costs. In the nine months ended January 31, 2019, Adjusted EBITDA excluded $106.6 million of write-off of tradenames related to the Plan and $6.7 million of integration/acquisition costs.

~~EBITDA,~~amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures. They have limitations as analytical tools, 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 from EBITDA to arrive at Adjusted EBITDA. Management further believes that 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 ~~$515.3~~$435.4 million during the three months ended ~~January~~October 31, 2020, ~~an increase~~a decrease of ~~$40.8~~$57.0 million, or 9%12%, compared to ~~$474.5~~$492.4 million in the three months ended ~~January~~October 31, 2019 with decreases in fee revenue across Executive Search, Consulting and RPO and Professional Search due to a decline in demand for our products and services as a result of COVID-19, partially offset by an increase in fee revenue in Digital due to the Acquired Companies, which were acquired on November 1, 2019. Exchange rates ~~unfavorably~~favorably impacted fee revenue by ~~$3.1~~$4.9 million, or 1%, in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. During the three months ended ~~January~~October 31, 2020, we recorded an operating income of ~~$31.6~~$48.2 million a decrease of $31.1 million, compared to $62.7 million in the three months ended January 31, 2019, with the Executive Search, RPO & Professional Search, Digital and Consulting segments contributing $32.7 million, $14.1 million, $8.5 million, and $2.7 million, respectively, offset by Corporate expenses of $26.4 million. Net income attributable to Korn Ferry in the three months ended January 31, 2020 was $20.0 million, a decrease of $25.0 million as compared to $45.0 million in the year-ago quarter. During the three months ended January 31, 2020, Adjusted EBITDA was $78.1 million, an increase of $0.4 million, compared to $77.7 million in the year-ago quarter, with the Executive Search, Digital, Consulting and RPO & Professional Search segments contributing ~~$40.7~~income of $25.6 million, ~~$25.9~~$15.8 million, ~~$18.7~~$14.6 million and ~~$15.2~~$12.5 million, respectively, partially offset by Corporate expenses of $20.4 million. Net income attributable to Korn Ferry in the three months ended October 31, 2020 was $27.8 million, a decrease of $15.0 million as compared to net income attributable to Korn Ferry of $42.8 million in the year-ago quarter. Adjusted EBITDA in the three months ended October 31, 2020 was $66.2 million, a decrease of $12.1 million as compared to $78.3 million in the year-ago quarter.During the three months ended October 31, 2020, the Executive Search, Digital, Consulting, and RPO & Professional Search segments contributed $28.2 million, $23.1 million, $20.2 million and $13.8 million, respectively, partially offset by Corporate expenses net of other income of ~~$22.3~~$19.1 million.

Our cash, cash equivalents and marketable securities decreased by ~~$18.6~~$115.8 million to ~~$748.5~~$747.5 million at ~~January~~October 31, 2020, compared to ~~$767.1~~$863.3 million at April 30, ~~2019.~~2020. This decrease was mainly due to annual bonuses earned in fiscal ~~2019~~2020 and paid during the first quarter of fiscal ~~2020, sign-on and~~2021, retention payments, ~~$108.6~~capital expenditures, our first semi-annual interest payment on the $400 million ~~paid for the acquisition of the Acquired Companies, $68.1 million for stock repurchases in the open market, $33.8 million in payments for the purchase of property~~senior notes and ~~equipment, and $17.3 million in~~ dividends paid to stockholders during the ~~nine~~six months ended ~~January~~October 31, 2020. These decreases were substantially offset by cash flows from operations and an increase in net borrowings of $180.7 million as a result of our note offering and borrowings under our credit agreement (discussed further below).As of ~~January~~October 31, 2020, we held marketable securities to settle obligations under our Executive Capital Accumulation Plan (“ECAP”) with a cost value of ~~$143.9~~$145.8 million and a fair value of ~~$151.6~~$154.1 million. Our vested obligations for which these assets were held in trust totaled ~~$135.7~~$133.8 million as of ~~January~~October 31, 2020 and our unvested obligations totaled ~~$23.2~~$24.4 million.

Our working capital ~~increased~~decreased by ~~$50.8~~$0.9 million to ~~$636.7~~$612.0 million as of ~~January~~October 31, 2020, as compared to ~~$585.9~~$612.9 million at April 30, ~~2019.~~2020. 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 the debt obligations and dividend payments under our dividend policy in the next ~~twelve~~12 months. We had $646.0 million ~~and~~ ~~$420.2 million~~ available for borrowing under our current ~~and prior revolvers~~revolver at ~~January~~October 31, 2020 and April 30, ~~2019, respectively.~~2020. As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, there was $4.0 ~~million and~~ ~~$2.9~~ million of standby letters of credit issued, ~~respectively,~~ under our credit ~~agreements.~~agreement. We had a total of ~~$11.1~~$10.1 million and ~~$8.5~~$11.3 million of standby letters of credits with other financial institutions as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively.

The following table summarizes the results of our operations as a percentage of fee revenue:

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended October 31,						Six Months Ended October 31,
	2020			2019			2020			2019			2020			2019			2020			2019
Fee revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Reimbursed out-of-pocket engagement expenses		2.5			2.5			2.4			2.5			0.5			2.4			0.7			2.4
Total revenue		102.5			102.5			102.4			102.5			100.5			102.4			100.7			102.4
Compensation and benefits		67.6			67.8			68.0			68.2			70.5			68.5			75.8			68.2
General and administrative expenses		13.8			12.9			13.3			20.0			10.7			12.6			12.0			13.1
Reimbursed expenses		2.5			2.5			2.4			2.5			0.5			2.4			0.7			2.4
Cost of services		6.0			3.6			4.4			3.8			3.7			3.7			3.9			3.6
Depreciation and amortization		2.9			2.5			2.7			2.4			3.5			2.6			3.9			2.6
Restructuring charges, net		3.5			—			1.2			—			0.6			—			3.8			—
Operating income		6.1			13.2			10.3			5.5			11.1			12.6			0.6			12.5
Net income		4.1	%		9.6	%		7.2	%		3.8	%
Net income attributable to Korn Ferry		3.9	%		9.5	%		7.1	%		3.6	%
Net income (loss)														6.4	%		8.7	%		(0.4	%)		8.9	%
Net income (loss) attributable to Korn Ferry														6.4	%		8.7	%		(0.4	%)		8.8	%

~~The operating results prior to November 1, 2019 have been revised to conform to the new segment reporting.~~

The following tables summarize the results of our operations by ~~business~~ segment:

	Three Months Ended January 31,										Nine Months Ended January 31,										Three Months Ended October 31,										Six Months Ended October 31,
	2020					2019					2020					2019					2020					2019					2020					2019
	Dollars		%			Dollars		%			Dollars		%			Dollars		%			Dollars		%			Dollars		%			Dollars		%			Dollars		%
	(dollars in thousands)																				(dollars in thousands)
Fee revenue
Consulting(1)	$	140,525		27.3	%	$	139,029		29.3	%	$	422,103		28.3	%	$	423,958		29.5	%	$	126,685		29.1	%	$	144,036		29.3	%	$	226,003		29.0	%	$	281,578		28.8	%
Digital(1)		99,389		19.3			62,473		13.2			223,097		15.0			190,008		13.2			75,043		17.2			65,724		13.3			131,016		16.8			123,708		12.7
Executive Search:
North America		106,888		20.7			114,215		24.1			332,428		22.3			342,175		23.8			91,168		20.9			113,818		23.1			160,483		20.6			225,540		23.1
EMEA		44,301		8.6			45,940		9.7			130,652		8.8			137,522		9.6			31,629		7.3			39,821		8.1			61,710		7.9			86,351		8.8
Asia Pacific		25,089		4.9			25,687		5.4			78,395		5.3			79,918		5.6			20,807		4.8			25,944		5.3			38,059		4.9			53,306		5.5
Latin America		7,283		1.4			7,554		1.6			23,140		1.6			24,339		1.7			4,456		1.0			8,272		1.7			7,951		1.0			15,857		1.6
Total Executive Search		183,561		35.6			193,396		40.8			564,615		37.8			583,954		40.7			148,060		34.0			187,855		38.2			268,203		34.4			381,054		39.0
RPO & Professional Search		91,850		17.8			79,606		16.8			282,448		18.9			237,357		16.5			85,651		19.7			94,774		19.2			154,314		19.8			190,598		19.5
Total fee revenue		515,325		100.0	%		474,504		100.0	%		1,492,263		100.0	%		1,435,277		100.0	%		435,439		100.0	%		492,389		100.0	%		779,536		100.0	%		976,938		100.0	%
Reimbursed out-of-pocket engagement expense		12,654					11,668					36,091					36,050					2,350					11,788					5,136					23,437
Total revenue	$	527,979				$	486,172				$	1,528,354				$	1,471,327				$	437,789				$	504,177				$	784,672				$	1,000,375

Three Months Ended
January 31,

Nine Months Ended
January 31,

2020

2019

2020

2019

Dollars

Margin (1)

Dollars

Margin (1)

Dollars

Margin (1)

Dollars

Margin (1)

(dollars in thousands)

Operating income (loss)

Consulting

$
2,663

1.9
%

$
11,782

8.5
%

$
24,272

5.8
%

$
(47,431
)

(11.2
%)
Digital

8,463

8.5

17,497

28.0

41,036

18.4

23,057

12.1

Executive Search:

North America

21,808

20.4

30,596

26.8

80,254

24.1

92,438

27.0

EMEA

4,644

10.5

7,525

16.4

18,466

14.1

21,813

15.9

Asia Pacific

5,070

20.2

5,929

23.1

17,866

22.8

19,337

24.2

Latin America

1,198

16.4

653

8.6

2,999

13.0

3,460

14.2

Total Executive Search

32,720

17.8

44,703

23.1

119,585

21.2

137,048

23.5

RPO & Professional Search

14,144

15.4

12,176

15.3

44,279

15.7

36,337

15.3

Corporate

(26,395
)

(23,475
)

(75,374
)

(70,460
)

Total operating income

$
31,595

6.1
%

$
62,683

13.2
%

$
153,798

10.3
%

$
78,551

5.5
%

(1)	The Consulting and Digital segment data for fiscal 2020 has been recast to reflect the division of the former Advisory segment into the Consulting and Digital segments.

	Three Months Ended October 31,												Six Months Ended October 31,
	2020						2019						2020						2019
	Dollars			Margin (1)			Dollars			Margin (1)			Dollars			Margin (1)			Dollars			Margin (1)
	(dollars in thousands)
Operating income (loss)
Consulting⁽²⁾	$	14,621			11.5	%	$	9,826			6.8	%	$	3,694			1.6	%	$	21,609			7.7	%
Digital ⁽²⁾		15,823			21.1			18,565			28.2			13,196			10.1			32,573			26.3
Executive Search:
North America		20,491			22.5			28,124			24.7			14,756			9.2			58,446			25.9
EMEA		1,509			4.8			6,511			16.4			(4,710	)		(7.6	)		13,822			16.0
Asia Pacific		3,253			15.6			5,803			22.4			4,114			10.8			12,796			24.0
Latin America		375			8.4			791			9.6			(842	)		(10.6	)		1,801			11.4
Total Executive Search		25,628			17.3			41,229			21.9			13,318			5.0			86,865			22.8
RPO & Professional Search		12,502			14.6			15,094			15.9			14,667			9.5			30,135			15.8
Corporate		(20,402	)					(22,845	)					(40,498	)					(48,979	)
Total operating income	$	48,172			11.1	%	$	61,869			12.6	%	$	4,377			0.6	%	$	122,203			12.5	%

Three Months Ended January 31, 2020

Executive Search

Consulting

Digital

North
America

EMEA

Asia Pacific

Latin
America

Subtotal

RPO & Professional Search

Corporate

Consolidated

(in thousands)

Fee revenue

$
140,525

$
99,389

$
106,888

$
44,301

$
25,089

$
7,283

$
183,561

$
91,850

$
—

$
515,325

Total revenue

$
144,298

$
100,663

$
110,230

$
45,077

$
25,365

$
7,351

$
188,023

$
94,995

$
—

$
527,979

Net income attributable to Korn Ferry

$
19,993

Net income attributable to noncontrolling interest

963

Other income, net

(5,055
)
Interest expense, net

6,919

Income tax provision

8,775

Operating income (loss)

$
2,663

$
8,463

$
21,808

$
4,644

$
5,070

$
1,198

$
32,720

$
14,144

$
(26,395
)

31,595

Depreciation and amortization

4,417

5,832

847

422

329

295

1,893

979

1,742

14,863

Other income (loss), net

558

193

3,963

29

106

162

4,260

88

(44
)

5,055

EBITDA

7,638

14,488

26,618

5,095

5,505

1,655

38,873

15,211

(24,697
)

51,513

Integration/acquisition costs

—

4,332

—

—

—

—

—

—

2,372

6,704

Restructuring, charges, net

11,061

7,032

—

—

—

—

—

—

—

18,093

Separation costs

—

—

—

1,783

—

—

1,783

—

—

1,783

Adjusted EBITDA

$
18,699

$
25,852

$
26,618

$
6,878

$
5,505

$
1,655

$
40,656

$
15,211

$
(22,325
)

$
78,093

Operating margin

1.9
%

8.5
%

20.4
%

10.5
%

20.2
%

16.4
%

17.8
%

15.4
%

6.1
%
Adjusted EBITDA margin

13.3
%

26.0
%

24.9
%

15.5
%

21.9
%

22.7
%

22.1
%

16.6
%

15.2
%

(2)	The Consulting and Digital segment data for fiscal 2020 has been recast to reflect the division of the former Advisory segment into the Consulting and Digital segments.

Three Months Ended January 31, 2019

Executive Search

Consulting

Digital

North
America

EMEA

Asia Pacific

Latin
America

Subtotal

RPO & Professional Search

Corporate

Consolidated

(in thousands)

Fee revenue

$
139,029

$
62,473

$
114,215

$
45,940

$
25,687

$
7,554

$
193,396

$
79,606

$
—

$
474,504

Total revenue

$
143,204

$
62,473

$
117,725

$
46,639

$
26,046

$
7,573

$
197,983

$
82,512

$
—

$
486,172

Net income attributable to Korn Ferry

$
44,964

Net income attributable to noncontrolling interest

480

Other income, net

(2,463
)
Interest expense, net

4,282

Income tax provision

15,420

Operating income (loss)

$
11,782

$
17,497

$
30,596

$
7,525

$
5,929

$
653

$
44,703

$
12,176

$
(23,475
)

62,683

Depreciation and amortization

4,001

3,306

970

402

338

97

1,807

803

1,824

11,741

Other income (loss), net

582

204

1,626

26

(134
)

133

1,651

77

(51
)

2,463

EBITDA

16,365

21,007

33,192

7,953

6,133

883

48,161

13,056

(21,702
)

76,887

Integration/acquisition costs

650

127

—

—

—

—

—

—

27

804

Adjusted EBITDA

$
17,015

$
21,134

$
33,192

$
7,953

$
6,133

$
883

$
48,161

$
13,056

$
(21,675
)

$
77,691

Operating margin

8.5
%

28.0
%

26.8
%

16.4
%

23.1
%

8.6
%

23.1
%

15.3
%

13.2
%
Adjusted EBITDA margin

12.2
%

33.8
%

29.1
%

17.3
%

23.9
%

11.7
%

24.9
%

16.4
%

16.4
%

	Nine Months Ended January 31, 2020																														Three Months Ended October 31, 2020
							Executive Search																														Executive Search
	Consulting			Digital			North America			EMEA			Asia Pacific			Latin America			Subtotal			RPO & Professional Search			Corporate			Consolidated			Consulting			Digital			North America			EMEA			Asia Pacific			Latin America			Subtotal			RPO & Professional Search			Corporate			Consolidated
	(in thousands)																														(in thousands)
Fee revenue	$	422,103		$	223,097		$	332,428		$	130,652		$	78,395		$	23,140		$	564,615		$	282,448		$	—		$	1,492,263		$	126,685		$	75,043		$	91,168		$	31,629		$	20,807		$	4,456		$	148,060		$	85,651		$	—		$	435,439
Total revenue	$	433,832		$	224,371		$	342,753		$	132,830		$	79,201		$	23,211		$	577,995		$	292,156		$	—		$	1,528,354		$	127,051		$	75,038		$	91,609		$	31,714		$	20,820		$	4,456		$	148,599		$	87,101		$	—		$	437,789

Net income attributable to Korn Ferry																												$	105,748																													$	27,778
Net income attributable to noncontrolling interest																													1,890																														300
Other income, net																													(8,014	)
Other income net																																																											(277	)
Interest expense, net																													15,186																														7,494
Income tax provision																													38,988																														12,877
Operating income (loss)	$	24,272		$	41,036		$	80,254		$	18,466		$	17,866		$	2,999		$	119,585		$	44,279		$	(75,374	)		153,798		$	14,621		$	15,823		$	20,491		$	1,509		$	3,253		$	375		$	25,628		$	12,502		$	(20,402	)	$	48,172
Depreciation and amortization		13,188			13,156			2,617			1,328			1,004			938			5,887			2,961			5,163			40,355			4,063			7,005			716			355			250			202			1,523			945			1,762			15,298
Other income (loss), net		1,469			528			5,740			148			193			249			6,330			216			(529	)		8,014			336			202			(9	)		31			166			7			195			24			(480	)		277
EBITDA		38,929			54,720			88,611			19,942			19,063			4,186			131,802			47,456			(70,740	)		202,167			19,020			23,030			21,198			1,895			3,669			584			27,346			13,471			(19,120	)		63,747
Integration/acquisition costs		—			4,332			—			—			—			—			—			—			4,987			9,319
Restructuring charges, net		11,061			7,032			—			—			—			—			—			—			—			18,093
Separation costs		—			—			—			1,783			—			—			1,783			—			—			1,783
Restructuring, charges, net																																1,143			54			(12	)		922			(28	)		—			882			328			—			2,407
Adjusted EBITDA	$	49,990		$	66,084		$	88,611		$	21,725		$	19,063		$	4,186		$	133,585		$	47,456		$	(65,753	)	$	231,362		$	20,163		$	23,084		$	21,186		$	2,817		$	3,641		$	584		$	28,228		$	13,799		$	(19,120	)	$	66,154
Operating margin		5.8	%		18.4	%		24.1	%		14.1	%		22.8	%		13.0	%		21.2	%		15.7	%					10.3	%		11.5	%		21.1	%		22.5	%		4.8	%		15.6	%		8.4	%		17.3	%		14.6	%					11.1	%
Adjusted EBITDA margin		11.8	%		29.6	%		26.7	%		16.6	%		24.3	%		18.1	%		23.7	%		16.8	%					15.5	%		15.9	%		30.8	%		23.2	%		8.9	%		17.5	%		13.1	%		19.1	%		16.1	%					15.2	%

	Nine Months Ended January 31, 2019																														Three Months Ended October 31, 2019
							Executive Search																														Executive Search
	Consulting			Digital			North America			EMEA			Asia Pacific			Latin America			Subtotal			RPO & Professional Search			Corporate			Consolidated			Consulting⁽¹⁾			Digital⁽¹⁾			North America			EMEA			Asia Pacific			Latin America			Subtotal			RPO & Professional Search			Corporate			Consolidated
	(in thousands)																														(in thousands)
Fee revenue	$	423,958		$	190,008		$	342,175		$	137,522		$	79,918		$	24,339		$	583,954		$	237,357		$	—		$	1,435,277		$	144,036		$	65,724		$	113,818		$	39,821		$	25,944		$	8,272		$	187,855		$	94,774		$	—		$	492,389
Total revenue	$	437,235		$	190,008		$	352,804		$	140,024		$	80,817		$	24,388		$	598,033		$	246,051		$	—		$	1,471,327		$	148,198		$	65,724		$	117,077		$	40,441		$	26,168		$	8,273		$	191,959		$	98,296		$	—		$	504,177

Net income attributable to Korn Ferry																												$	52,387																													$	42,804
Net income attributable to noncontrolling interest																													1,782																														228
Other income, net																													(2,483	)																													(1,133	)
Interest expense, net																													12,722																														4,210
Income tax provision																													14,143																														15,760
Operating income (loss)	$	(47,431	)	$	23,057		$	92,438		$	21,813		$	19,337		$	3,460		$	137,048		$	36,337		$	(70,460	)		78,551		$	9,826		$	18,565		$	28,124		$	6,511		$	5,803		$	791		$	41,229		$	15,094		$	(22,845	)	$	61,869
Depreciation and amortization		12,219			9,483			2,917			867			1,083			305			5,172			2,325			5,291			34,490			4,357			3,685			869			450			329			315			1,963			990			1,720			12,715
Other income (loss), net		1,107			514			1,146			388			118			263			1,915			103			(1,156	)		2,483			386			134			637			107			72			30			846			54			(287	)		1,133
EBITDA		(34,105	)		33,054			96,501			23,068			20,538			4,028			144,135			38,765			(66,325	)		115,524			14,569			22,384			29,630			7,068			6,204			1,136			44,038			16,138			(21,412	)		75,717
Integration/acquisition costs		5,304			1,255			—			—			—			—			—			—			187			6,746			—			—			—			—			—			—			—			—			2,615			2,615
Tradename write-offs		76,967			29,588			—			—			—			—			—			—			—			106,555
Adjusted EBITDA	$	48,166		$	63,897		$	96,501		$	23,068		$	20,538		$	4,028		$	144,135		$	38,765		$	(66,138	)	$	228,825		$	14,569		$	22,384		$	29,630		$	7,068		$	6,204		$	1,136		$	44,038		$	16,138		$	(18,797	)	$	78,332
Operating margin		(11.2	%)		12.1	%		27.0	%		15.9	%		24.2	%		14.2	%		23.5	%		15.3	%					5.5	%		6.8	%		28.2	%		24.7	%		16.4	%		22.4	%		9.6	%		21.9	%		15.9	%					12.6	%
Adjusted EBITDA margin		11.4	%		33.6	%		28.2	%		16.8	%		25.7	%		16.5	%		24.7	%		16.3	%					15.9	%		10.1	%		34.1	%		26.0	%		17.7	%		23.9	%		13.7	%		23.4	%		17.0	%					15.9	%

	Six Months Ended October 31, 2020
							Executive Search
	Consulting			Digital			North America			EMEA			Asia Pacific			Latin America			Subtotal			RPO & Professional Search			Corporate			Consolidated
	(in thousands)
Fee revenue	$	226,003		$	131,016		$	160,483		$	61,710		$	38,059		$	7,951		$	268,203		$	154,314		$	—		$	779,536
Total revenue	$	226,641		$	131,060		$	161,465		$	61,909		$	38,160		$	7,951		$	269,485		$	157,486		$	—		$	784,672

Net loss attributable to Korn Ferry																												$	(3,055	)
Net income attributable to noncontrolling interest																													278
Other income, net																													(11,439	)
Interest expense, net																													14,388
Income tax provision																													4,205
Operating income (loss)	$	3,694		$	13,196		$	14,756		$	(4,710	)	$	4,114		$	(842	)	$	13,318		$	14,667		$	(40,498	)	$	4,377
Depreciation and amortization		8,072			13,731			1,446			717			525			404			3,092			1,885			3,553			30,333
Other income (loss), net		1,124			620			9,333			50			392			55			9,830			220			(355	)		11,439
EBITDA		12,890			27,547			25,535			(3,943	)		5,031			(383	)		26,240			16,772			(37,300	)		46,149
Integration/acquisition costs		—			556			—			—			—			—			—			—			181			737
Restructuring charges, net		13,877			2,924			963			8,470			204			405			10,042			3,051			—			29,894
Adjusted EBITDA	$	26,767		$	31,027		$	26,498		$	4,527		$	5,235		$	22		$	36,282		$	19,823		$	(37,119	)	$	76,780
Operating margin		1.6	%		10.1	%		9.2	%		(7.6	%)		10.8	%		(10.6	%)		5.0	%		9.5	%					0.6	%
Adjusted EBITDA margin		11.8	%		23.7	%		16.5	%		7.3	%		13.8	%		0.3	%		13.5	%		12.8	%					9.8	%

	Six Months Ended October 31, 2019
							Executive Search
	Consulting⁽¹⁾			Digital⁽¹⁾			North America			EMEA			Asia Pacific			Latin America			Subtotal			RPO & Professional Search			Corporate			Consolidated
	(in thousands)
Fee revenue	$	281,578		$	123,708		$	225,540		$	86,351		$	53,306		$	15,857		$	381,054		$	190,598		$	—		$	976,938
Total revenue	$	289,534		$	123,708		$	232,523		$	87,753		$	53,836		$	15,860		$	389,972		$	197,161		$	—		$	1,000,375

Net income attributable to Korn Ferry																												$	85,755
Net income attributable to noncontrolling interest																													927
Other income, net																													(2,959	)
Interest expense, net																													8,267
Income tax provision																													30,213
Operating income (loss)	$	21,609		$	32,573		$	58,446		$	13,822		$	12,796		$	1,801		$	86,865		$	30,135		$	(48,979	)	$	122,203
Depreciation and amortization		8,771			7,324			1,770			906			675			643			3,994			1,982			3,421			25,492
Other income (loss), net		911			335			1,777			119			87			87			2,070			128			(485	)		2,959
EBITDA		31,291			40,232			61,993			14,847			13,558			2,531			92,929			32,245			(46,043	)		150,654
Integration/acquisition costs		—			—			—			—			—			—			—			—			2,615			2,615
Adjusted EBITDA	$	31,291		$	40,232		$	61,993		$	14,847		$	13,558		$	2,531		$	92,929		$	32,245		$	(43,428	)	$	153,269
Operating margin		7.7	%		26.3	%		25.9	%		16.0	%		24.0	%		11.4	%		22.8	%		15.8	%					12.5	%
Adjusted EBITDA margin		11.1	%		32.5	%		27.5	%		17.2	%		25.4	%		16.0	%		24.4	%		16.9	%					15.7	%

Three Months Ended ~~January~~October 31, 2020 Compared to Three Months Ended ~~January~~October 31, 2019

During fiscal 2020, the Company changed the composition of its global segments. The Consulting and Digital segment were previously included in the former Advisory segment. Segment data for fiscal 2020 has been recast to reflect the division of the Advisory segment into the Consulting and Digital segments.

Fee Revenue. Fee revenue ~~increased~~decreased by ~~$40.8~~$57.0 million, or 9%12%, to ~~$515.3~~$435.4 million in the three months ended ~~January~~October 31, 2020 compared to ~~$474.5~~$492.4 million in the year-ago quarter. Exchange rates ~~unfavorably~~favorably impacted fee revenue by ~~$3.1~~$4.9 million, or 1%, in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. The decrease in fee revenue across Executive Search, Consulting and RPO and Professional Search was primarily due to the impact of COVID-19 on economies in which we operate, reducing demand for our products and services. The decrease in fee revenue was partially offset by higher fee revenue in Digital due to the Acquired Companies, which were acquired on November 1, 2019.

Consulting. Consulting reported fee revenue of $126.7 million, a decrease of $17.3 million, or 12%, in the three months ended October 31, 2020 compared to $144.0 million in the year-ago quarter. The decrease in fee revenue was ~~attributable~~due to the contraction in economic activity due to the COVID-19 pandemic. Exchange rates favorably impacted fee revenue by $1.4 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter.

Digital. Digital reported fee revenue of $75.0 million, an increase of $9.3 million, or 14%, in the three months ended October 31, 2020 compared to $65.7 million in the year-ago quarter. The increase in fee revenue was due to fee revenue generated by the Acquired Companies, ~~and the increase in fee revenue in RPO & Professional Search,~~ partially offset by ~~a decline~~the contraction in ~~Executive Search fee revenue.~~

~~Consulting.~~ ~~Consulting reported~~economic activity due to COVID-19. Exchange rates favorably impacted fee revenue ~~of $140.5 million, an increase of $1.5~~by $0.6 million, or 1%, in the three months ended ~~January~~October 31, 2020 compared to ~~$139.0~~the year-ago quarter.

Executive Search. Executive Search reported fee revenue of $148.1 million, a decrease of $39.8 million, or 21%, in the three months ended October 31, 2020 compared to $187.9 million in the year-ago quarter. Exchange rates ~~unfavorably~~favorably impacted fee revenue by ~~$0.8~~$1.6 million, or 1%, in the three months ended ~~January 31, 2020 compared to the year-ago quarter.~~

~~Digital.~~ Digital reported fee revenue of $99.4 million, an increase of $36.9 million, or 59%, in the three months ended January 31, 2020 compared to $62.5 million in the year-ago quarter. The higher fee revenue was primarily attributable to fee revenue generated by the Acquired Companies. Exchange rates unfavorably impacted fee revenue by $0.7 million, or 1%, in the three months ended January 31, 2020 compared to the year-ago quarter.

~~Executive Search.~~ Executive Search reported fee revenue of $183.6 million, a decrease of $9.8 million, or 5%, in the three months ended January 31, 2020 compared to $193.4 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $1.0 million, or 1%, in the three months ended JanuaryOctober 31, 2020 compared to the year-ago quarter. As detailed below, ~~there~~Executive Search fee revenue was lower ~~fee revenue~~ in all regions in the three months ended ~~January~~October 31, 2020 as compared to the year-ago quarter. The ~~overall decrease~~decline in fee revenue was driven by decreases in fee revenue ~~from~~in all sectors due to a decrease in demand for our products and services as a result of the ~~technology,~~worldwide economic downturn associated with COVID-19 with industrial, consumer, financial services and ~~industrial sectors.~~technology having the greatest impact.

North America reported fee revenue of ~~$106.9~~$91.2 million, a decrease of ~~$7.3~~$22.6 million, or 6%20%, in the three months ended ~~January~~October 31, 2020 compared to ~~$114.2~~$113.8 million in the year-ago quarter. The decrease in fee revenue was due to a 4%15% decrease in the number of engagements billed and a 3%6% decrease in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.

~~Europe, the Middle East, and Africa (“EMEA”)~~EMEA reported fee revenue of ~~$44.3~~$31.6 million, a decrease of ~~$1.6~~$8.2 million, or 3%21%, in the three months ended ~~January~~October 31, 2020 compared to ~~$45.9~~$39.8 million in the year-ago quarter. The decrease in fee revenue was due to a 4%20% decrease in the number of engagements billed and a 6% decrease in the weighted-average fee billed per engagement (calculated using local currency)~~, partially offset by a 2% increase in the number of engagements billed~~

during the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. ~~The performance~~Exchange rates favorably impacted fee revenue by $2.3 million, or 6%, in the three months ended October 31, 2020 compared to the year-ago quarter. Performance in the United Kingdom, Germany, ~~and~~ United Arab Emirates and Netherlands were the primary contributors to the decrease in fee revenue ~~partially offset by increases in the United Kingdom~~ in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.

Asia Pacific reported fee revenue of ~~$25.1~~$20.8 million, a decrease of ~~$0.6~~$5.1 million, or 2%20%, in the three months ended ~~January~~October 31, 2020 compared to ~~$25.7~~$25.9 million in the year-ago quarter. The decrease in fee revenue was due to a ~~10%~~20% decrease in the number of engagements billed ~~offset by~~and a ~~9% increase~~2% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. Exchange rates favorably impacted fee revenue by $0.5 million, or 2%, in the three months ended October 31, 2020 compared to the year-ago quarter. The performance in Australia, Singapore and Hong Kong were the primary contributors to the decrease in fee revenue ~~partially offset by an increase in fee revenue in Japan~~ in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.

Latin America reported fee revenue of ~~$7.3~~$4.5 million, a decrease of ~~$0.3~~$3.8 million, or 4%46%, in the three months ended ~~January~~October 31, 2020 compared to ~~$7.6~~$8.3 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $1.2 million, or 14%, in the three months ended October 31, 2020 compared to the year-ago quarter. The decrease in fee revenue in the region was due to lower fee revenue in Mexico, Chile, Peru and Brazil ~~partially offset by higher fee revenue in Mexico~~ in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.

RPO & Professional Search. RPO & Professional Search reported fee revenue of ~~$91.9~~$85.7 million, ~~an increase~~a decrease of ~~$12.3~~$9.1 million, or ~~15%~~10%, in the three months ended ~~January~~October 31, 2020 compared to ~~$79.6~~$94.8 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $1.4 million, or 1%, in the three months ended October 31, 2020 compared to the year-ago quarter. The decrease in fee revenue was due to the worldwide downturn associated with COVID-19 that resulted in lower fee revenues in Professional Search of $7.7 million and RPO of $1.4 million.

Compensation and benefits expense decreased $30.2 million, or 9%, to $307.2 million in the three months ended October 31, 2020 from $337.4 million in the year-ago quarter. Exchange rates unfavorably impacted ~~fee revenue~~compensation and benefits by ~~$0.6~~$3.2 million, or 1%, in the three months ended ~~January 31, 2020 compared to the year-ago quarter. Higher fee revenues in RPO of $9.1 million and Professional Search of $3.2 million, respectively, drove the increase in fee revenue.~~

Compensation and benefits expense increased by $26.8 million, or 8%, to $348.6 million in the three months ended January 31, 2020 from $321.8 million in the year-ago quarter. Exchange rates favorably impacted compensation and benefits by $2.0 million, or 1%, in the three months ended JanuaryOctober 31, 2020 compared to the year-ago quarter. The ~~increase~~decrease in compensation and benefits expense was primarily due to ~~higher~~lower salaries and related payroll taxes and employer insurance due to a ~~10% increase~~16% decrease in average headcount ~~both~~and a decrease in the use of ~~which~~contractors as a result of actions taken to align our cost structure with the lower level of business demand. These changes were ~~mainly due to the Acquired Companies, as well as an increase in amounts owed under certain deferred compensation and retirement plans. Those increases were driven~~partially offset by increases in ~~the fair value of participants’ accounts~~performance-related bonus expense in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.

Consulting compensation and benefits expense decreased by ~~$1.6~~$12.1 million, or 2%12%, to ~~$93.5~~$88.0 million in the three months ended ~~January~~October 31, 2020 from ~~$95.1~~$100.1 million in the year-ago quarter. Exchange rates ~~favorably~~unfavorably impacted compensation and benefits by ~~$0.7~~$0.9 million, or 1%, in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to a ~~lower~~23% decrease in average headcount, partially offset by an increase in performance-related bonus expense in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.Consulting compensation and benefits expense, as a percentage of fee revenue, decreased to ~~67%~~69% in the three months ended ~~January~~October 31, 2020 from ~~68%~~70% in the year-ago quarter.

Digital compensation and benefits expense increased by ~~$15.4~~$4.8 million, or ~~47%~~14%, to ~~$48.2~~$39.0 million in the three months ended ~~January~~October 31, 2020 from ~~$32.8~~$34.2 million in the year-ago quarter. Exchange rates ~~favorably~~unfavorably impacted compensation and benefits by ~~$0.2~~$0.3 million, or 1% in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. The increase in compensation and benefits expense was due to higher salaries and related payroll taxes and commissions expense due to an increase in average headcount of ~~16%~~4% driven by the acquisition of the Acquired Companies. ~~This was partially offset by a reduction in headcount from the elimination of redundant positions as part of the restructuring plan.~~ Digital compensation and benefits expense, as a percentage of fee revenue, ~~decreased to 49% in~~was 52% for both the three months ended ~~January~~October 31, 2020 ~~from 53% in the year-ago quarter.~~and 2019.

Executive Search compensation and benefits expense ~~increased~~decreased by ~~$3.8~~$17.5 million, or 3%14%, to ~~$128.7~~$106.7 million in the three months ended ~~January~~October 31, 2020 from ~~$124.9~~$124.2 million in the year-ago quarter. Exchange rates ~~favorably~~unfavorably impacted compensation and benefits by ~~$0.6~~$0.8 million, or 1%, in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter. The ~~increase~~decrease in compensation and benefits expense was due to an ~~increase~~lower salaries and related payroll taxes and employer insurance due to a 23% decrease in ~~expenses associated~~average headcount as a result of actions taken to align our cost structure with ~~our deferred compensation and retirement plans (including~~ the ~~increases in the fair value~~lower level of ~~participants’ accounts)~~ ~~driven by increases in the fair value of participants’ accounts~~business demand in the three months ended ~~January~~October 31, 2020 compared to the year-ago ~~quarter~~.quarter. ~~Executive Search compensation and benefits~~The rest of the change was due to a decrease in performance-related bonus expense, ~~as a percentage of fee revenue, increased to 70%~~partially offset by an increase in severance expense in the three months ended ~~January 31, 2020 from 65% in the year-ago quarter.~~

RPO & Professional Search compensation and benefits expense increased by $9.6 million, or 17%, to $65.9 million in the three months ended January 31, 2020 from $56.3 million in the year-ago quarter. Exchange rates favorably impacted compensation and benefits by $0.4 million, or 1%, in the three months ended JanuaryOctober 31, 2020 compared to the year-ago quarter. The increase was due to a 24% increase in the average headcount in the three months ended January 31, 2020 compared to the year-ago quarter. The higher average headcount was driven by the need to service an increase in fee revenue in the RPO business.~~RPO & Professional~~Executive Search compensation and benefits expense, as a percentage of fee revenue, increased to 72% in the three months ended ~~January~~October 31, 2020 from 66% in the year-ago quarter.

RPO & Professional Search compensation and benefits expense decreased by $4.6 million, or 7%, to $62.7 million in the three months ended October 31, 2020 from $67.3 million in the year-ago quarter. Exchange rates unfavorably impacted

compensation and benefits by $1.2 million, or 2%, in the three months ended October 31, 2020 compared to the year-ago quarter. The decrease was due to lower salaries and related payroll taxes and employer insurance due to a 15% decrease in the average headcount in the three months ended October 31, 2020 compared to the year-ago quarter and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand. These changes were partially offset by increases in performance-related bonus expense in the three months ended October 31, 2020 compared to the year-ago quarter. RPO & Professional Search compensation and benefits expense, as a percentage of fee revenue, increased to 73% in the three months ended October 31, 2020 from 71% in the year-ago quarter.

Corporate compensation and benefits expense ~~was essentially flat~~decreased by $0.7 million, or 6%, to $10.8 million in the three months ended ~~January~~October 31, 2020 ~~when~~from $11.5 million in the year-ago quarter. The decrease was due to lower salaries and related payroll taxes due to a 10% decrease in the average headcount in the three months ended October 31, 2020 compared to the year-ago quarter.

General and administrative expenses ~~were $71.4 million, an increase of $10.2~~decreased $15.5 million, or ~~17%~~25%, to $46.5 million in the three months ended ~~January~~October 31, 2020 ~~compared to~~from $62.0 million in the year-ago quarter. Exchange rates ~~favorably~~unfavorably impacted general and administrative expenses by ~~$0.8~~$0.7 million, or 1%, in the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.The ~~increase~~decrease in general and administrative expenses was due to ~~higher~~lower marketing and business development expenses, premise and office expenses, legal and ~~integration/acquisition costs.~~professional fees and travel related expenses as a result of actions taken to align our cost structure with the lower level of business demand and restrictions implemented by various governmental agencies due to COVID-19. General and administrative expenses, as a percentage of fee revenue, ~~were 14%~~was 11% in the three months ended ~~January~~October 31, 2020 compared to 13% in the year-ago quarter.

Consulting general and administrative expenses ~~were $16.7~~decreased by $5.6 million, in both the three months ended January 31, 2020 and 2019. Consulting general and administrative expenses, as a percentage of fee revenue, were 12% for both the three months ended January 31, 2020 and 2019.

~~Digital general and administrative expenses were $15.0~~or 31%, to $12.5 million in the three months ended ~~January~~October 31, 2020 compared to $6.8 million in the year-ago quarter. The increase of $8.2 million was mainly due to the Acquired Companies, which resulted in increases to premise and office expenses and integration/acquisition costs. A portion of the premise and office expenses was due to the impairment of 16 office leases which were terminated in connection the integration plan of the Acquired Companies. Digital general and administrative expenses, as a percentage of fee revenue, increased to 15% in the three months ended January 31, 2020 from 11% in the year-ago quarter.

~~Executive Search general and administrative expenses were $19.2 million, a decrease of $2.4 million, or 11% in the three months ended January 31, 2020 compared to $21.6~~$18.1 million in the year-ago quarter. The decrease was mainly due to decreases in ~~bad debt expense, other travel related~~marketing and business development expenses and ~~foreign exchange loss. Executive Search~~premise and office expenses because of actions taken to align our cost structure with the lower level of business demand. Consulting general and administrative expenses, as a percentage of fee revenue, decreased to 10% in the three months ended ~~January~~October 31, 2020 from 13% in the year-ago quarter.

Digital general and administrative expenses was $7.4 million in the three months ended October 31, 2020 compared to $7.3 million in the year-ago quarter, essentially flat. Digital general and administrative expenses, as a percentage of fee revenue, decreased to 10% in the three months ended October 31, 2020 from 11% in the year-ago quarter.

Executive Search general and administrative expenses decreased by $6.6 million, or 35%, to $12.3 million, in the three months ended October 31, 2020 compared to $18.9 million in the year-ago quarter. The decrease was mainly due to decreases in marketing and business development expenses, premise and office expenses and travel related expenses as a result of actions taken to align our cost structure with the lower level of business demand. Executive Search general and administrative expenses, as a percentage of fee revenue, decreased to 8% in the three months ended October 31, 2020 from 10% in the year-ago quarter.

RPO & Professional Search general and administrative expenses ~~were $8.0~~decreased by $1.7 million, or 21%, to $6.5 million in the three months ended ~~January~~October 31, 2020 compared to ~~$7.1~~$8.2 million in the year-ago quarter. The ~~increase~~decrease was primarily due to ~~higher premise and office expenses and an increase~~decreases in marketing and business development ~~expenses.~~expenses and lower travel related expenses due to working from home plans in place and restrictions on employee travel. RPO & Professional Search general and administrative expenses, as a percentage of fee revenue, ~~were 9% for both~~decreased to 8% in the three months ended ~~January~~October 31, 2020 ~~and 2019.~~from 9% in the year-ago quarter.

Corporate general and administrative expenses ~~increased $3.5~~decreased by $1.7 million, or ~~39%~~18%, to ~~$12.4~~$7.9 million in the three months ended ~~January~~October 31, 2020 compared to ~~$8.9~~$9.6 million in the year-ago quarter. The ~~increase~~decrease was primarily due to ~~an increase~~decreases in ~~marketing~~integration and ~~business development expenses and integration/~~acquisition costs, ~~related to the Acquired Companies during~~partially offset by foreign currency losses incurred in the three months ended ~~January~~October 31, 2020 compared to foreign currency gains in the year-ago quarter.

Cost of services expense consists primarily of contractor and product costs related to the delivery of various services and products, primarily in RPO & Professional Search, Consulting and Digital. Cost of services expense ~~increased~~decreased by ~~$13.7~~$2.5 million, or ~~80%~~14% to ~~$30.8~~$15.9 million in the three months ended ~~January~~October 31, 2020 compared to ~~$17.1~~$18.4 million in the year-ago quarter. The ~~increase~~decrease was due to the ~~Acquired Companies.~~overall decline in fee revenue. Cost of services expense, as a percentage of fee revenue, ~~increased to 6%~~was 4% in both the three months ended October 31, 2020 and 2019.

Depreciation and amortization expenses were $15.3 million, an increase of $2.6 million, or 20%, in the three months ended ~~January~~October 31, 2020 ~~from 4%~~compared to $12.7 million in the ~~three months ended January 31, 2019.~~year-ago quarter. The increase was primarily from the Digital segment due

~~Depreciation and amortization expenses were $14.9 million, an increase~~to the acquisition of ~~$3.2 million, or 27%, in the three months ended January 31, 2020 compared to $11.7 million in the year-ago quarter.The increase related primarily to~~ the Acquired Companies and technology investments made in the current and prior year in software and computer ~~equipment, as well as increases in leasehold improvements and furniture and fixtures.~~equipment.

~~During the three months ended January 31,~~In April 2020, we implemented a restructuring plan in ~~order to eliminate redundant positions that were created due~~response to the ~~investments made~~uncertainty caused by COVID-19 that resulted in reductions in our ~~digital business~~workforce in the fourth quarter of fiscal 2020. We continued the implementation of this plan in the first quarter of fiscal 2021 and made adjustments to previously recorded restructuring accruals in the ~~acquisition~~second quarter of ~~the Acquired Companies. As a result, we recorded~~fiscal 2021, and this resulted in restructuring charges of ~~$18.1~~$2.4 million of severance costs during the three months ended ~~January~~October 31, 2020. There were no restructuring charges, net during the three months ended ~~January~~October 31, 2019.

Operating income ~~decreased by $31.1 million, or 50%, to $31.6~~was $48.2 million in the three months ended ~~January~~October 31, 2020, a decrease of $13.7 million, or 22%, as compared to ~~$62.7~~$61.9 million in the year-ago quarter. The decrease in operating income was primarily driven by ~~increases~~a decrease in fee revenue due to the decrease in demand for our products and services as a result of the COVID-19 pandemic and an increase in restructuring charges, net, ~~cost of services expense,~~partially offset by decreases in compensation and benefits expense and general and administrative expenses ~~partially offset by an increase in fee revenue.~~due to actions taken to align our cost structure with the lower level of business demand.

Consulting operating income was ~~$2.7~~$14.6 million in the three months ended ~~January~~October 31, 2020, ~~a decrease~~an increase of ~~$9.1~~$4.8 million, or ~~77%~~49%, as compared to ~~$11.8~~operating income of $9.8 million in the year-ago quarter. The ~~decrease~~increase in Consulting operating income was mainly driven by decreases in compensation and benefits expense, cost of services expense and general and administrative expenses due to actions taken to align our cost structure with the lower level of business demand, partially offset by a decrease in fee revenue and an increase in restructuring charges, net incurred induring the three months ended ~~January~~October 31, ~~2020.~~2020 compared to the year-ago quarter. Consulting operating income, as a percentage of fee revenue, was 2%12% and 8%7% in the three months ended ~~January~~October 31, 2020 and 2019, respectively.

Digital operating income was ~~$8.5~~$15.8 million in the three months ended ~~January~~October 31, 2020, a decrease of ~~$9.0~~$2.8 million, or ~~51%~~15%, as compared to ~~$17.5~~operating income of $18.6 million in the year-ago quarter. The decrease in Digital operating income was mainly driven by ~~restructuring charges, net, and increases~~an increase in compensation and benefits expense, cost of services expense and ~~general~~depreciation and ~~administrative expenses,~~amortization expense, which increased due to the Acquired Companies, partially offset by an increase in fee revenue ~~mainly due~~during the three months ended October 31, 2020 compared to the ~~Acquired Companies.~~year-ago quarter. Digital operating income, as a percentage of fee revenue, was 9%21% and 28% in the three months ended ~~January~~October 31, 2020 and 2019, respectively.

Executive Search operating income decreased ~~$12.0~~$15.6 million, or ~~27%,~~38% to ~~$32.7~~$25.6 million in the three months ended ~~January~~October 31, 2020, as compared to ~~$44.7~~operating income of $41.2 million in the year-ago quarter. The decrease in Executive Search operating income was mainly driven by lower fee revenue ~~and an increase~~incurred during the three months ended October 31, 2020 compared to the year-ago quarter. These changes were partially offset by decreases in compensation and benefits expense ~~including $1.8 million~~and general and administrative expenses, all of which resulted from cost savings initiatives that were put in ~~separation charges.~~place in response to the COVID-19 pandemic. Executive Search operating income, as a percentage of fee revenue, was ~~18%~~17% and ~~23%~~22% in the three months ended ~~January~~October 31, 2020 and 2019, respectively.

RPO & Professional Search operating income was ~~$14.1~~$12.5 million ~~an increase of $1.9 million, or 16%,~~ in the three months ended ~~January~~October 31, 2020, asa decrease of $2.6 million, or 17% compared to ~~$12.2~~$15.1 million in the year-ago quarter. The ~~increase~~decrease in operating income was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense and general and administrative expenses, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic. RPO & Professional Search operating income, as a percentage of fee revenue, was 15% in the three months ended October 31, 2020 compared to 16% in the year-ago quarter.

Net income attributable to Korn Ferry decreased by $15.0 million, or 35% to $27.8 million in the three months ended October 31, 2020, as compared to a net income attributable to Korn Ferry of $42.8 million in the year-ago quarter. Actions taken by various government and other authoritative bodies in response to the COVID-19 pandemic caused a severe contraction in economic activity during the quarter which translated into a decrease to fee revenue. This decline in fee revenue and restructuring charges, net incurred in the three months ended October 31, 2020 were the main factors for the decrease in net income attributable to Korn Ferry. This was partially offset by decreases in compensation and benefits expense and general and administrative expenses associated with actions taken to align our cost structure with the lower level of business demand. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 6% and 9% in the three months ended October 31, 2020 and 2019, respectively.

Adjusted EBITDA decreased by $12.1 million, or 15%, to $66.2 million in the three months ended October 31, 2020 as compared to $78.3 million in the year-ago quarter. The decrease in Adjusted EBITDA was driven by a decrease in fee revenue, partially offset by decreases in compensation and benefits expense, general and administrative expenses (excluding integration/acquisition costs) and cost of services expense due to actions taken to align our cost structure with the lower level of business demand. Adjusted EBITDA, as a percentage of fee revenue, was 15% in the three months ended October 31, 2020 compared to 16% in the year-ago quarter.

Consulting Adjusted EBITDA was $20.2 million in the three months ended October 31, 2020, an increase of $5.6 million, or 38%, as compared to $14.6 million in the year-ago quarter. This increase in Consulting Adjusted EBITDA was driven by decreases in compensation and benefits expense, general and administrative expenses and cost of services expense, partially offset by lower fee revenue. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 16% and 10% in the three months ended October 31, 2020 and 2019, respectively.

Digital Adjusted EBITDA was $23.1 million in the three months ended October 31, 2020, an increase of $0.7 million, or 3%, as compared to $22.4 million in the year-ago quarter. This increase was mainly driven by higher fee revenue offset by increases in compensation and benefits expense and ~~general and administrative expenses. RPO & Professional Search operating income, as a percentage of fee revenue, was 15% in both the three months ended January 31, 2020 and 2019.~~

Net income attributable to Korn Ferry decreased by $25.0 million, or 56%, to $20.0 million in the three months ended January 31, 2020 as compared to $45.0 million in the year-ago quarter. The decrease was primarily due to restructuring charges, net of $18.1 million and increases in compensation and benefits expense, cost of ~~service~~services expense, ~~and general and administrative expenses of $26.8 million, $13.7 million and $10.2 million, respectively. This was partially offset by an increase in fee revenue of $40.8 million~~ during the three months ended January 31, 2020 compared to the year-ago quarter. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 4% in the three months ended January 31, 2020 as compared to 9% in the three months ended January 31, 2019.

Adjusted EBITDA increased by $0.4 million, or 1%, to $78.1 million in the three months ended January 31, 2020 as compared to $77.7 million in the year-ago quarter. Adjusted EBITDA, as a percentage of fee revenue, was 15% in the three months ended January 31, 2020 compared to 16% in the year-ago quarter.

Consulting Adjusted EBITDA was $18.7 million in the three months ended January 31, 2020, an increase of $1.7 million, or 10%, as compared to $17.0 million in the year-ago quarter. This increase was driven by higher fee revenue. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 13% and 12% in the three months ended January 31, 2020 and 2019, respectively.

Digital Adjusted EBITDA was $25.9 million in the three months ended January 31, 2020, an increase of $4.8 million, or 23%, as compared to $21.1 million in the year-ago quarter. This increase was driven by higher fee revenue, partially offset by increases in compensation and benefits expense, cost of service expense and general and administrative expenses during the three months ended JanuaryOctober 31, 2020 compared to the year-ago quarter. Digital Adjusted EBITDA, as a percentage of fee revenue, was ~~26%~~31% and 34% in the three months ended ~~January~~October 31, 2020 and 2019, respectively.

Executive Search Adjusted EBITDA decreased ~~$7.5~~$15.8 million, or ~~16%~~36%, to ~~$40.7~~$28.2 million in the three months ended ~~January~~October 31, 2020 as compared to ~~$48.2~~$44.0 million in the year-ago quarter. The decrease was mainly driven by ~~a decline in~~lower fee revenue, partially offset by ~~a decrease~~decreases in compensation and benefits expense and general and administrative expenses ~~during the three months ended January 31, 2020 compared~~all of which resulted from cost savings initiatives that were put in place in response to the ~~year-ago quarter.~~COVID-19 pandemic. Executive Search Adjusted EBITDA, as a percentage of fee revenue, was ~~22%~~19% and ~~25%~~23% in the three months ended ~~January~~October 31, 2020 and 2019, respectively.

RPO & Professional Search Adjusted EBITDA was ~~$15.2~~$13.8 million in the three months ended ~~January~~October 31, 2020, ~~an increase~~a decrease of ~~$2.1~~$2.3 million, or ~~16%~~14%, as compared to ~~$13.1~~$16.1 million in the year-ago quarter. The ~~increase~~decrease was mainly driven by ~~higher~~lower fee revenue, offset by ~~increases~~decreases in compensation and benefits expense, ~~and~~ general and administrative expenses ~~during the three months ended January 31, 2020 compared~~and cost of services expense all of which resulted from cost savings initiatives that were put in place in response to the ~~year-ago quarter.~~COVID-19 pandemic. RPO & Professional Search Adjusted EBITDA, as a percentage of fee revenue, was ~~17%~~16% and ~~16%~~17% in the three months ended ~~January~~October 31, 2020 and 2019, respectively.

Other income, net was ~~$5.1~~$0.3 million in the three months ended ~~January~~October 31, 2020 compared to ~~$2.5~~$1.1 million in the year-ago quarter. The difference was primarily due to ~~larger~~lower gains from the fair value of our marketable securities. These gains were offset by the smaller increases in our deferred compensation liability that are recorded in compensation and benefits expense during the three months ended ~~January~~October 31, 2020 compared to the year-ago quarter.

Interest expense, net primarily relates to our 4.625% Senior Unsecured Notes due 2027 (the “Notes”) issued in December 2019, our prior credit agreement and borrowings under company-owned life insurance (“COLI”) policies, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was ~~$6.9~~$7.5 million in the three months ended ~~January~~October 31, 2020 compared to ~~$4.3~~$4.2 million in the year-ago quarter. The increase in interest expense, net was related to the ~~newly issued~~ Notes, which have a higher interest rate and a higher principal balance than the amount that was outstanding in the year-ago quarter under the revolver under our prior credit agreement.

The provision for income tax was ~~$8.8~~$12.9 million in the three months ended ~~January~~October 31, 2020, compared to ~~$15.4~~$15.8 million in the year-ago quarter. This reflects a ~~29.5%~~31.4% and ~~25.3%~~26.8% effective tax rate for the three months ended ~~January~~October 31, 2020 and 2019, respectively. ~~In both periods, the Company’s~~The variability in effective tax rate ~~was higher than the U.S. federal statutory rate of 21.0%,~~is primarily due to the impact of ~~U.S. state income taxes and~~ the ~~recognition~~jurisdictional mix of ~~taxable income outside the U.S. at higher statutory rates.~~earnings.

Net income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of a subsidiary not held by Korn Ferry that are included in the consolidated results of operations. Net income attributable to noncontrolling interest for the three months ended ~~January~~October 31, 2020 was ~~$1.0~~$0.3 million as compared to ~~$0.5~~$0.2 million the three months ended ~~January~~October 31, 2019.

Six Months Ended ~~January~~October 31, 2020 Compared to ~~Nine~~Six Months Ended ~~January~~October 31, 2019

Fee Revenue. Fee revenue ~~increased~~decreased by ~~$57.0~~$197.4 million, or 4%20%, to ~~$1,492.3~~$779.5 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$1,435.3~~$976.9 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by ~~$24.0~~$3.3 million ~~or 2%,~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. The decrease in fee revenue across Executive Search, Consulting and RPO and Professional Search was primarily due to the impact of COVID-19 on economies in which we operate, reducing demand for our products and services. The decrease in fee revenue was partially offset by higher fee revenue ~~was attributable~~in Digital due to ~~fee revenue generated by~~ the Acquired Companies, ~~and growth in RPO & Professional Search, offset by decreases in Executive Search and Consulting.~~which were acquired on November 1, 2019.

Consulting. Consulting reported fee revenue of ~~$422.1~~$226.0 million, a decrease of ~~$1.9~~$55.6 million, or 20%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$424.0~~$281.6 million in the year-ago period. The decrease in fee revenue was due to the contraction in economic activity due to the COVID-19 pandemic. Exchange rates unfavorably impacted fee revenue by ~~$7.2~~$1.4 million ~~or 2%,~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

Digital. Digital reported fee revenue of ~~$223.1~~$131.0 million, an increase of ~~$33.1~~$7.3 million, or ~~17%~~6%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$190.0~~$123.7 million in the year-ago period. The ~~higher~~increase in fee revenue was ~~primarily attributable~~due to fee revenue generated by the Acquired Companies. Exchange rates unfavorably impacted fee revenue by ~~$4.3~~$0.6 million ~~or 2%,~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

Executive Search. Executive Search reported fee revenue of ~~$564.6~~$268.2 million, a decrease of ~~$19.4~~$112.9 million, or 3%30%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$584.0~~$381.1 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by ~~$8.0~~$0.9 million ~~or 1%,~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. As detailed below, Executive Search fee revenue was lower in all regions in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to the year-ago period. The ~~overall decrease~~decline in fee revenue was driven by decreases in fee revenue ~~from technology,~~in all sectors due to a decrease in demand for our products and services as a result of the worldwide economic downturn associated with COVID-19 with industrial, consumer, financial services, ~~consumer, education/non-profit~~ and ~~industrial sectors.~~technology having the greatest impact.

North America reported fee revenue of ~~$332.4~~$160.5 million, a decrease of ~~$9.8~~$65.0 million, or 3%29%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$342.2~~$225.5 million in the year-ago period. ~~North America’s~~The decrease in fee revenue was ~~lower~~ due to a 4%22% decrease in the number of engagements billed ~~offset by~~and a ~~1% increase~~9% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

EMEA reported fee revenue of ~~$130.7~~$61.7 million, a decrease of ~~$6.8~~$24.7 million, or 5%29%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$137.5~~$86.4 million in the year-ago period. The ~~change~~decrease in fee revenue was due to a 4%23% decrease in the number of engagements billed and a 10% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the six months ended October 31, 2020 compared to the year-ago period. Exchange rates favorably impacted fee revenue by $2.2 million, or 3%, ~~offset by~~in the six months ended October 31, 2020 compared to the year-ago period. Performance in the United Kingdom, Germany, France, United Arab Emirates and the Netherlands were the primary contributors to the decrease in fee revenue in the six months ended October 31, 2020 compared to the year-ago period.

Asia Pacific reported fee revenue of $38.1 million, a ~~2% increase~~decrease of $15.2 million, or 29%, in the six months ended October 31, 2020 compared to $53.3 million in the year-ago period. The decrease in fee revenue was due to a 24% decrease in the number of engagements billed and a 6% decrease in the weighted-average fees billed per engagement (calculated using local currency) during the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. The performance in ~~the United Kingdom, Germany, Sweden, Norway,~~Australia, Hong Kong, Singapore, and ~~Switzerland~~India were the primary contributors to the decrease in fee revenue ~~partially offset by increases in fee revenue in Italy~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

Asia Pacific reported fee revenue of $78.4 million, a decrease of $1.5 million, or 2%, in the nine months ended January 31, 2020 compared to $79.9 million in the year-ago period. The rest of the change in fee revenue was due to a 1% increase in the number of engagements billed during the nine months ended January 31, 2020 compared to the year-ago period. Theperformance in Australia, China, and Taiwan were the primary contributors to the decrease in fee revenue, partially offset by increases in fee revenue in Singapore and Japan in the nine months ended January 31, 2020 compared to the year-ago period.

Latin America reported fee revenue of ~~$23.1~~$8.0 million, a decrease of ~~$1.2~~$7.9 million, or 5%50%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$24.3~~$15.9 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by $2.6 million, or 16%, in the six months ended October 31, 2020 compared to the year-ago period. The decrease in fee revenue in the region was due to lower fee revenue in Mexico, Brazil, Peru and ~~Colombia~~Chile in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago ~~period, partially offset by higher fee revenue in Chile.~~period.

RPO & Professional Search. RPO & Professional Search reported fee revenue of ~~$282.4~~$154.3 million, ~~an increase~~a decrease of ~~$45.0~~$36.3 million, or 19%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$237.4~~$190.6 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by ~~$4.4~~$0.4 million ~~or 2%,~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. ~~Higher~~The decrease in fee revenue was due to the worldwide downturn associated with COVID-19 that resulted in lower fee revenues in ~~RPO of $32.5 million and~~ Professional Search of ~~$12.5~~$21.3 million ~~respectively, drove the increase in fee revenue.~~and RPO of $15.0 million.

Compensation and benefits expense ~~increased $34.9~~decreased by $74.7 million, or 4%11%, to ~~$1,014.5~~$591.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020 from ~~$979.6~~$665.9 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by ~~$15.3~~$2.3 million in the six months ended October 31, 2020 compared to the year-ago period. The decrease in compensation and benefits expense was primarily due to lower salaries and related payroll taxes and a decrease in employer insurance due to an 11% decrease in average headcount and pay cuts implemented during the first quarter of fiscal 2021, and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand. These changes were partially offset by increases in performance-related bonus expense and amounts owed under certain deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts in the six months ended October 31, 2020 compared to the year-ago period.

Consulting compensation and benefits expense decreased by $27.8 million, or 2%14%, to $164.9 million in the six months ended October 31, 2020 from $192.7 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $1.0 million, or 1%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes and employer insurance due to a 19% decrease in average headcount and pay cuts implemented during the first quarter of fiscal 2021, and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand. These changes were partially offset by an increase in performance-related bonus expense in the six months ended October 31, 2020 compared to the year-ago period.Consulting compensation and benefits expense as a percentage of fee revenue increased to 73% in the six months ended October 31, 2020 from 68% in the year-ago period.

Digital compensation and benefits expense increased by $9.7 million, or 15%, to $74.9 million in the six months ended October 31, 2020 from $65.2 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $0.3 million in the six months ended October 31, 2020 compared to the year-ago period. The increase in compensation and benefits expense was ~~primarily~~ due to ~~a 11% increase~~increases in ~~average headcount, which contributed to higher~~performance-related bonus expense, commission expense, and salaries and related payroll taxes due to an increase in average headcount of 11% driven by the acquisition of the Acquired Companies. These changes were partially offset by a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand. Digital compensation and benefits expense as a percentage of fee revenue increased to 57% in the six months ended October 31, 2020 from 53% in the year-ago period.

Executive Search compensation and benefits expense decreased by $35.4 million, or 14% to $213.8 million in the six months ended October 31, 2020 from $249.2 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $0.8 million in the six months ended October 31, 2020 compared to the year-ago period. The decrease in compensation and benefits expense was due to lower salaries and related payroll taxes, performance-related bonus expense, and employer insurance due to an 18% decrease in average headcount and pay cuts implemented during the first quarter of fiscal 2021, and a decrease in the use of contractors as a result of actions taken to align our cost structure with the lower level of business demand. These changes were partially offset by an increase in expenses associated with our deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts~~, offset by a lower performance related bonus expense and a decrease~~ in ~~integration/acquisition costs for~~ the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

Consulting compensation and benefits expense decreased by $8.5 million, or 3%, to $286.2 million in the nine months ended January 31, 2020 from $294.7 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $5.4 million, or 2%, in the nine months ended January 31, 2020 compared to the year-ago period. The change was primarily due to a lower performance-related bonus expense and a decrease in integration/acquisition costs, offset by higher salaries and related payroll taxes driven by a 3% increase in the average number of consultants. Consulting compensation and benefits expense as a percentage of fee revenue decreased to 68% in the nine months ended January 31, 2020 from 70% in the year-ago period.

Digital compensation and benefits expense increased by $12.9 million, or 13%, to $113.4 million in the nine months ended January 31, 2020 from $100.5 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $1.9 million, or 2%, in the nine months ended January 31, 2020 compared to the year-ago period. The increase was primarily due to a higher performance-related bonus expense and a 17% increase in average headcount mainly from the Acquired Companies. Digital compensation and benefits expense as a percentage of fee revenue decreased to 51% in the nine months ended January 31, 2020 from 53% in the year-ago period.

Executive Search compensation and benefits expense was $377.9 million in the nine months ended January 31, 2020 compared to $378.0 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $5.0 million, or 1%, in the nine months ended January 31, 2020 compared to the year-ago period. Executive Search compensation

and benefits expense, as a percentage of fee revenue, increased to ~~67%~~80% in the ~~nine~~six months ended ~~January~~October 31, 2020 from 65%. in the year-ago period.

RPO & Professional Search compensation and benefits expense ~~increased~~decreased by ~~$32.9~~$18.6 million, or ~~19%~~14%, to ~~$201.9~~$117.4 million in the ~~nine~~six months ended ~~January~~October 31, 2020 from ~~$169.0~~$136.0 million in the year-ago period. ~~Exchange rates favorably impacted compensation~~The decrease was due to lower salaries and ~~benefits by $2.9 million, or 2%,~~related payroll taxes and employer insurance due to a 9% decrease in the ~~nine~~average headcount and pay cuts implemented during the first quarter of fiscal 2021 in the six months ended ~~January~~October 31, 2020 compared to the year-ago ~~period. The increase was due~~period and a decrease in the use contractors as a result of actions taken to ~~a 26%~~align our cost structure with the lower level of business demand. These changes were partially offset by an increase in ~~the average headcount in the nine months ended January 31, 2020 compared to the year-ago period.~~performance-related bonus expense. RPO & Professional Search compensation and benefits expense, as a percentage of fee revenue, ~~was~~increased to 76% in the six months ended October 31, 2020 from 71% in ~~both~~ the ~~nine months ended January 31, 2020 and 2019.~~year-ago period.

Corporate compensation and benefits expense decreased by ~~$2.3~~$2.6 million, or 6%11%, to ~~$35.1~~$20.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020 from ~~$37.4~~$22.8 million in the year-ago period. The decrease was ~~primarily~~ due to lower ~~performance~~salaries and related payroll taxes and performance-related bonus expense ~~and an increase~~due to a 9% decrease in the ~~change~~average headcount and pay cuts implemented during the first quarter of fiscal 2021 in the ~~cash surrender value (“CSV”) of COLI that decreased compensation and benefits expense in the nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. These changes were partially offset by an increase in expenses associated with our deferred compensation and retirement plans driven by increases in the fair value of participants’ accounts.

General and administrative expenses decreased ~~$88.4~~by $34.2 million, or ~~31%~~27%, to ~~$199.2~~$93.6 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$287.6~~$127.8 million in the year-ago period. Exchange rates favorably impacted general and administrative expenses by ~~$4.1~~$0.6 million ~~or 1%,~~ in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. The decrease in

general and administrative expenses was due to the write-off of tradenames of $106.6 million in the year-ago period related to the Plan, with no such charge in the current period. The decrease in general and administrative expense was partially offset by an increase inlower marketing and business development expenses, ~~and~~ premise and office ~~expenses.~~expenses, travel and related expenses and legal and professional fees as a result of actions taken to align our cost structure with the lower level of business demand and restrictions implemented by various governmental agencies due to COVID-19. General and administrative expenses, as a percentage of fee revenue, ~~were 13%~~was 12% in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~20% in the nine months ended January 31, 2019. Excluding the tradename write-offs, general and administrative expenses as a percentage of fee revenue were~~ 13% in the ~~nine~~six months ended ~~January~~October 31, 2019.

Consulting general and administrative expenses decreased by ~~$75.5~~$11.6 million, or ~~59%~~32%, to ~~$52.6~~$24.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020 ~~from $128.1~~compared to $35.8 million in the year-ago period. The decrease ~~in general and administrative expenses~~ was mainly due to ~~the write-off of tradenames related to the Plan of $77.0 million in the nine months ended January 31, 2019 with no such charge in the current period, partially offset by an increase~~decreases in marketing and business development ~~expense.~~ expenses, premise and office expenses and travel related expenses because of actions taken to align our cost structure with the lower level of business demand.Consulting general and administrative expenses, as a percentage of fee revenue, ~~were 12%~~was 11% in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~30%~~13% in the ~~nine~~six months ended ~~January 31, 2019. Excluding the tradename write-offs, general and administrative expenses as a percentage of fee revenue were 12% in the nine months ended January~~October 31, 2019.

Digital general and administrative expenses ~~decreased by $20.8 million, or 41%, to $29.7~~was $14.7 million in the ~~nine~~six months ended ~~January~~October 31, 2020 ~~from $50.5~~compared to $14.6 million in the year-ago period. The decrease in general and administrative expenses was mainly due to the write-off of tradenames related to the Plan of $29.6 million in the nine months ended January 31, 2019 with no such charge in the current period, ~~partially offset by an increase in premise and office expenses.~~essentially flat. Digital general and administrative expenses, as a percentage of fee revenue, ~~were 13%~~was 11% in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~27%~~12% in the ~~nine~~six months ended ~~January~~October 31, 2019. ~~Excluding~~

Executive Search general and administrative expenses decreased by $12.9 million, or 33% to $25.8 million in the ~~tradename write-offs,~~six months ended October 31, 2020 compared to $38.7 million in the year-ago period. The decrease was mainly due to decreases in marketing and business development expenses, premise and office expenses and travel related expenses because of actions taken to align our cost structure with the lower level of business demand.Executive Search general and administrative expenses, as a percentage of fee revenue, ~~were 11%~~was 10% in both the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019.

~~Executive~~RPO & Professional Search general and administrative expenses decreased by ~~$3.2~~$3.8 million, or 5%24%, to ~~$58.0~~$12.1 million in the ~~nine~~six months ended ~~January~~October 31, 2020 ~~from $61.2~~compared to $15.9 million in the year-ago period. The decrease was primarily due to lower ~~bad debt expense and decreases in legal and other professional fees and~~ travel related expenses during the nine months ended January 31, 2020 compared to the year-ago period. Executive Search general and administrative expenses, as a percentage of fee revenue, were 10% in both the nine months ended January 31, 2020 and 2019.

RPO & Professional Search general and administrative expenses increased by $3.9 million, or 20%, to $23.9 million in the nine months ended January 31, 2020 and $20.0 million in the nine months ended January 31, 2019. The increase was primarily due to ~~an increase~~working from home plans in ~~premise~~place and ~~office expense~~restrictions on employee travel and to a ~~lesser extent increases~~decrease in ~~bad debt expense,~~ marketing and business development ~~and a foreign exchange loss in the nine months ended January 31, 2020 compared to a foreign exchange gain in the year-ago period.~~expenses. RPO & Professional Search general and administrative expenses, as a percentage of fee revenue, ~~were~~was 8% in both the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019.

Corporate general and administrative expenses ~~increased~~decreased by ~~$7.3~~$6.0 million, or 26%, to ~~$35.1~~$16.7 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$27.8~~$22.7 million in the year-ago period. The ~~increase in general and administrative expenses~~decrease was ~~mainly~~primarily due to ~~integration/~~decreases in legal and professional fees and integration and acquisition costs and ~~an increase in~~lower marketing and business development expenses, partially offset by foreign currency losses during the ~~nine~~six months ended ~~January~~October 31, 2020 compared to foreign currency gains recorded in the year-ago period.

Cost of services expense consists primarily of contractor and product costs related to the delivery of various services and products, primarily in RPO & Professional Search, Consulting and Digital. Cost of services expense ~~increased~~decreased by ~~$11.4~~$5.3 million, or ~~21%~~15%, to ~~$66.4~~$30.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$55.0~~$35.5 million in the year-ago period. The ~~increase~~decrease was due to the ~~Acquired Companies.~~decline in fee revenue. Cost of services expense, as a percentage of fee revenue, was 4% in both the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019.

Depreciation and amortization expenses were ~~$40.4~~$30.3 million, an increase of ~~$5.9~~$4.8 million, or ~~17%~~19%, in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$34.5~~$25.5 million in the year-ago period. The increase ~~related~~was primarily from the Digital segment due to the acquisition of the Acquired Companies and technology investments made in the current and prior year in software and computer ~~equipment, in addition to increases in leasehold improvements and furniture and fixtures.~~equipment.

~~During the nine months ended January 31,~~In April 2020, we implemented a restructuring plan in ~~order to eliminate redundant positions that were created due~~response to the ~~investments made~~uncertainty caused by COVID-19 that resulted in reductions in our ~~digital business~~workforce in the fourth quarter of fiscal 2020. We continued the implementation of this plan in fiscal 2021 and ~~the acquisition of the Acquired Companies. As~~as a result we recorded restructuring charges, net of ~~$18.1~~$29.9 million of severance costs during the ~~nine~~six months ended ~~January~~October 31, 2020. There were no restructuring charges, net during the ~~nine~~six months ended ~~January~~October 31, 2019.

Operating income ~~increased by $75.2 million to $153.8~~was $4.4 million in the ~~nine~~six months ended ~~January~~October 31, 2020, a decrease of $117.8 million, compared to ~~$78.6~~operating income of $122.2 million in the year-ago period. The ~~increase~~change in operating income was primarily driven by ~~the write-off of tradenames of $106.6 million~~a decrease in ~~the year-ago period and higher~~ fee revenue due to the decrease in demand for our products and services as a result of ~~$57.0 million,~~the COVID-19 pandemic and an increase in restructuring charges, net, partially offset by ~~an increase~~decreases in compensation and benefits expense ~~restructuring charges, net,~~and general and administrative expenses due to actions taken to align our cost structure with the lower level of ~~services expense, marketing and~~ business ~~development expenses and premise and office expenses.~~demand.

Consulting operating income was ~~$24.3~~$3.7 million in the ~~nine~~six months ended ~~January~~October 31, 2020, ~~an increase~~a decrease of ~~$71.7~~$17.9 million, ~~151% as~~ compared to an operating ~~loss~~income of ~~$47.4~~$21.6 million in the year-ago period. The change ~~from operating loss to~~in Consulting operating income was ~~primarily due~~mainly driven by a decrease in fee revenue and an increase in restructuring charges, net during the six months ended October 31, 2020 compared to the ~~write-off of tradenames related to the Plan of $77.0 million in~~ year-ago ~~period and a decrease~~period. This change was partially offset by decreases in compensation and benefits expense, ~~offset by restructuring charges incurred in~~general and administrative expenses and cost of services expense due to actions taken to align our cost structure with the ~~nine months ended January 31, 2020.~~lower level of business demand. Consulting operating income, as a percentage of fee revenue, was 6%2% and 8% in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to an operating loss, as a percentage fee revenue, of 11% in the year-ago period. Excluding the tradename write-offs, operating income as a percentage of fee revenue was 6% in the nine months ended January 31, 2020 compared to 7% in the year-ago period.and 2019, respectively.

Digital operating income was ~~$41.0~~$13.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020, ~~an increase~~a decrease of ~~$17.9~~$19.4 million, or ~~77%~~60%, as compared to ~~$23.1~~operating income of $32.6 million in the year-ago period. The ~~increase~~change in Digital operating income was ~~primarily due to the write-off of tradenames related to the Plan of $29.6 million in the year-ago period and higher fee revenue, offset~~mainly driven by increases in compensation and benefits expense, cost of services expense and depreciation and amortization expenses, which increased due to the Acquired Companies. Also contributing to the decrease in operating income was an increase in restructuring charges, ~~net.~~net, partially offset by an increase in fee revenue during the six months ended October 31, 2020 compared to the year-ago period. Digital operating income, as a percentage of fee revenue was ~~18%~~10% and ~~12%~~26% in the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019, respectively. ~~Excluding the tradename write-offs, operating income as a percentage of fee revenue was 18% in the nine months ended January 31, 2020 compared 28% in the year-ago period.~~

Executive Search operating income decreased by ~~$17.4~~$73.6 million, or ~~13%~~85%, to ~~$119.6~~$13.3 million in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~$137.0~~operating income of $86.9 million in the year-ago period. The ~~decrease~~change in Executive Search operating income was mainly driven by lower fee revenue and an increase in restructuring charges, net during the six months ended October 31, 2020 compared to the year-ago period. These changes were partially offset by ~~a decrease~~decreases in compensation and benefits expense and general and administrative ~~expenses.~~expenses, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic. Executive Search operating income, as a percentage of fee revenue was ~~21%~~5% and 23% in the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019, respectively.

RPO & Professional Search operating income was ~~$44.3~~$14.7 million, ~~an increase~~in the six months ended October 31, 2020, a decrease of ~~$8.0~~$15.4 million, or ~~22%, in the nine months ended January 31, 2020 as~~51% compared to ~~$36.3~~$30.1 million in the year-ago period. The ~~increase~~decrease in operating income was mainly driven by ~~higher~~lower fee revenue and an increase in restructuring charges, net, partially offset by ~~increases~~decreases in compensation and benefits expense, ~~and~~ general and administrative ~~expenses.~~expenses and cost of services expense, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic. RPO & Professional Search operating income, as a percentage of fee revenue, was ~~16%~~10% in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~15%~~16% in the year-ago period.

Net (loss) income attributable to Korn Ferry ~~increased~~decreased by ~~$53.3~~$88.9 million to ~~$105.7~~$3.1 million in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~$52.4~~a net income attributable to Korn Ferry of $85.8 million in the year-ago period. ~~The increase was due~~Actions taken by various government and other authoritative bodies in response to ~~$57.1 million more~~the COVID-19 pandemic caused a severe contraction in ~~total revenue, an increase~~economic activity during the period which translated in ~~other income, net of $5.5 million and~~ a decrease to fee revenue. This decline in ~~operating expenses of $18.1 million,~~fee revenue was partially offset by ~~an increase~~decreases in ~~income tax provision~~compensation and benefits expense and general and administrative expenses associated with actions taken to align our cost structure with the lower level of ~~$24.9 million during~~business demand that resulted in a net loss attributable to Korn Ferry in the ~~nine~~six months ended ~~January~~October 31, ~~2020 compared to the year-ago period.~~ 2020.Net

~~income~~ loss attributable to Korn Ferry, as a percentage of fee revenue, was 7%0.4% in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to 4%net income attributable to Korn Ferry of 9% in the ~~nine~~six months ended ~~January~~October 31, 2019.

Adjusted EBITDA ~~increased~~decreased by ~~$2.6~~$76.5 million to ~~$231.4~~$76.8 million in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~$228.8~~$153.3 million in the year-ago period. ~~This increase~~The decrease in Adjusted EBITDA was driven by ~~higher~~a decrease in fee revenue, ~~and an increase in other income, net,~~partially offset by ~~an increases~~decreases in compensation and benefits expense (excluding integration/acquisition ~~costs and separation~~ costs), ~~cost of services expense and~~ general and administrative expenses (excluding ~~write-off on tradenames and~~ integration/acquisition costs). and cost of services expense due to actions taken to align our cost structure with the lower level of business demand and an increase in other income, net. Adjusted EBITDA, as a percentage of fee revenue, was 10% and 16% in ~~both~~ the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019.

Consulting Adjusted EBITDA was ~~$50.0~~$26.8 million in the ~~nine~~six months ended ~~January~~October 31, 2020, ~~an increase~~a decrease of ~~$1.8~~$4.5 million, or 4%14%, as compared to ~~$48.2~~$31.3 million in the year-ago period. ~~The increase was driven by a~~This decrease in compensation and benefits expense (excluding integration/acquisition costs), partially offset by lower fee revenue during the nine months ended January 31, 2020 compared to the year-ago period. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 12% in the nine months ended January 31, 2020 compared to 11% in the year-ago period.

Digital Adjusted EBITDA was $66.1 million in the nine months ended January 31, 2020, an increase of $2.2 million, or 3%, as compared to $63.9 million in the year-ago period. The increase was driven by higher fee revenue, partially offset by increases in compensation and benefits expense (excluding integration/acquisition costs), cost of services expense and general and administrative expenses (excluding write-off on tradenames and integration/acquisition costs) during the nine months ended January 31, 2020 compared to the year-ago period. Digital Adjusted EBITDA, as a percentage of fee revenue, was 30% in the nine months ended January 31, 2020 as compared to 34% in the nine months ended January 31, 2019.

Executive Search Adjusted EBITDA decreased by $10.5 million, or 7%, to $133.6 million in the nine months ended January 31, 2020 as compared to $144.1 million in the nine months ended January 31, 2019. The decrease in Executive Search was driven by lower fee revenue, partially offset by decreases in compensation and benefits expense, general and administrative expenses, and cost of services expense. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 12% in the six months ended October 31, 2020 compared to 11% in the year-ago period.

Digital Adjusted EBITDA was $31.0 million in the six months ended October 31, 2020, a decrease of $9.2 million, or 23%, compared to $40.2 million in the year-ago period. This decrease in Digital Adjusted EBITDA was mainly driven by increases in compensation and benefits expense (excluding ~~separation~~integration/acquisition costs) and ~~general administrative expenses~~cost of services expense, partially offset by an increase in fee revenue during the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period. Digital Adjusted

EBITDA, as a percentage of fee revenue, was 24% in the six months ended October 31, 2020 as compared to 33% in the six months ended October 31, 2019.

Executive Search Adjusted EBITDA decreased by $56.6 million, or 61%, to $36.3 million in the six months ended October 31, 2020 compared to $92.9 million in the six months ended October 31, 2019. The decrease was mainly driven by lower fee revenue, partially offset by decreases in compensation and benefits expense and general and administrative expenses, all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic and an increase in other income, net. Executive Search Adjusted EBITDA, as a percentage of fee revenue, was ~~24%~~14% in the ~~nine~~six months ended ~~January~~October 31, 2020 as compared to ~~25%~~24% in the ~~nine~~six months ended ~~January~~October 31, 2019.

RPO & Professional Search Adjusted EBITDA was ~~$47.5~~$19.8 million in the ~~nine~~six months ended ~~January~~October 31, 2020, ~~an increase~~a decrease of ~~$8.7~~$12.4 million, or ~~22%~~39%, as compared to ~~$38.8~~$32.2 million in the year-ago period. The ~~increase~~decrease was mainly driven by ~~higher~~lower fee revenue, partially offset by ~~increases~~decreases in compensation and benefits expense, ~~and~~ general and administrative ~~expenses.~~ expenses and cost of services expense all of which resulted from cost savings initiatives that were put in place in response to the COVID-19 pandemic.RPO & Professional Search Adjusted EBITDA, as a percentage of fee revenue, was ~~17%~~13% in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~16%~~17% in the year-ago period.

Other income, net was ~~$8.0~~$11.4 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$2.5~~$3.0 million in the year-ago period. The ~~increase~~difference was primarily due to larger gains infrom the fair value of our marketable securities. These gains were offset by the increases in our deferred compensation liability that are recorded in compensation and benefits expense during the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

Interest expense, net primarily relates to ~~our~~the Notes issued in December 2019, our prior credit agreement and borrowings under ~~our~~ COLI policies, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was ~~$15.2~~$14.4 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$12.7~~$8.3 million in the year-ago period. The increase in interest expense, net was related to the ~~newly issued~~ Notes, which have a higher interest rate and a higher principal balance than the amount that was outstanding in the year-ago period under the revolver under our prior credit agreement.

The provision for income tax was ~~$39.0~~$4.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$14.1~~$30.2 million in the year-ago period. This reflects a ~~26.6%~~294.5% and ~~20.7%~~25.8% effective tax rate for the ~~nine~~six months ended ~~January~~October 31, 2020 and October 31, 2019, respectively. ~~In the nine months ended January 31, 2020, the Company’s~~The variability in effective tax rate ~~was higher than the U.S. federal statutory rate of 21.0%~~is primarily due to the impact of U.S. state income taxes and the ~~recognition~~jurisdictional mix of ~~taxable income outside~~earnings. In addition to the ~~U.S. at higher statutory tax rates. The~~impact of the jurisdictional mix of earnings, which generally create variability in our effective tax rate ~~for~~over time, the ~~nine~~effective tax rate in the six months ended ~~January~~October 31, ~~2019~~2020 was affected by ~~the tradename impairment charge~~a tax expense recorded for withholding taxes on intercompany dividends that are not eligible for credit and ~~the excess tax benefit on vested~~a shortfall recorded in connection with stock-based awards ~~both of which were recorded as discrete during~~that vested in the three months ended July 31, ~~2018.~~2020. The ~~excess tax benefit was~~shortfall is the amount by which the Company’s tax deduction for these awards, based on the fair market value of the awards on the date of vesting, ~~exceeded~~is less than the expense recorded in the Company’s financial statements over the awards’ vesting period.

Net income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of a subsidiary not held by Korn Ferry that are included in the consolidated results of operations. Net income attributable to noncontrolling interest for the ~~nine~~six months ended ~~January~~October 31, 2020 was ~~$1.9~~$0.3 million as compared to ~~$1.8~~$0.9 million ~~for~~during the ~~nine~~six months ended ~~January~~October 31, 2019.

The Company and its Board of Directors endorse a balanced approach to capital allocation. The Company’s long-term priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of IP and derivative products and services, and the investment in synergistic, accretive merger and acquisition transactions that earn a return that is superior to the Company's cost of capital. Next, the Company’s capital allocation approach contemplates the return of a portion of excess capital to stockholders in the form of a regular quarterly dividend, subject to the factors discussed below and in the “Risk Factors” section of ~~this Quarterly~~the Annual Report on Form ~~10-Q.~~10-K for the fiscal year ended April 30,2020. Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our Credit Agreement (defined below) as well as using excess cash to repay the Notes.

On November 1, 2019, we completed the acquisition of the Acquired Companies in the leadership development area for $108.6 million, net of cash ~~acquired. The acquisition contributed a world-class portfolio of learning, development~~acquired and performance improvement offerings and expertise to Korn Ferry and bolsters our substantial leadership development capabilities. The Acquired Companies specialize in transforming sales performance and customer experience, offer frontline leadership development and provide organizational and project management training. These companies are included in the new Digital segment which, working closely with the new Consulting segment, will provide clients with direct access to data, insights and analytics from one of the world’s most comprehensive people and organizational databases. The addition of the Acquired Companies further expands our vast IP and content and leverages our digital delivery platforms. Actualactual results of operations of the Acquired Companies are included in our

consolidated financial statements from November 1, 2019, the effective date of the acquisition.

We have invested in our digital business to digitize and harmonize the structure of our IP content and data and in building a technology platform for the efficient delivery of these assets directly to an end consumer or indirectly through a consulting engagement. These investments combined with the acquisition of the Acquired Companies resulted in reassessing how we manage and report the Advisory business. On November 1, 2019, we also adopted a restructuring plan to rationalize our cost structure to realize the efficiencies and operational improvement that these investments have enabled us to, or positioned us to, realize. ~~The~~

As previously discussed under the Impact of COVID-19, with the implementation of the restructuring plan ~~impacts both Consulting~~that was initiated on April 20, 2020 to reduce, in part, our human capital expenditures, and ~~Digital~~the improved business activity we experienced in the second quarter demonstrated by an increase in fee revenue compared to the first quarter of fiscal 2021, we believe our costs are in line with our current revenue levels but given the unpredictable and ~~includes~~fluid nature of the ~~elimination~~pandemic and its economic consequences our revenue levels could fall below our current levels. Given the amount available from our current revolver and the amount of ~~redundant positions~~cash and ~~consolidation~~cash equivalents and marketable securities net of ~~office space.~~ ~~During~~amounts held in trust for deferred compensations and accrued bonuses, we believe that we have sufficient liquidity to meet our anticipated working capital, capital expenditures, general corporate requirements, repayment of the ~~three~~debt obligations and ~~nine months ended January 31, 2020~~ ~~we recognized $18.1 million of restructuring charges associated with severance and recorded $2.8 million of~~ ~~integration/acquisition~~ ~~costs associated with abandonment of premises~~.dividend payments under our dividend policy in the next 12 months.

On December 16, 2019, we completed a private placement of the Notes with a $400 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes were issued with a $4.5 million discount and will mature December 15, 2027, with interest payable semi-annually in arrears on June 15 and December 15 of each year, ~~commencing~~that commenced on June 15, 2020. The Notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness. We may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. The Notes are guaranteed by each of our existing and future wholly owned domestic subsidiaries to the extent such subsidiaries guarantee our revolving credit facility under the Credit Agreement (defined below). The indenture governing the Notes requires that, upon the occurrence of both a Change of Control and a Rating Decline (each as defined in the indenture), we shall make an offer to purchase all of the Notes at 101% of their principal amount and accrued and unpaid interest. We used the proceeds from the offering of the Notes to repay $276.9 million outstanding under our prior revolving credit facility (the “Prior Credit Agreement”) and to pay expenses and fees in connection therewith. As of ~~January~~October 31, 2020, the fair value of the Notes is ~~$402~~$406.5 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.

On December 16, 2019, we also entered into a senior secured $650.0 million ~~Credit Agreement~~credit agreement (the “Credit Agreement”) with a syndicate of banks and Bank of America, National Association as administrative agent to among other things, provide for enhanced financial flexibility. See Note ~~11—~~12—Long-Term Debt for a description of the Credit Agreement. We have a total of ~~$646.0~~$646.0 million available under our ~~$650.0~~$650.0 million five-year senior secured revolving credit facility (the “Revolver”) as of ~~January~~October 31, 2020 after $4.0 million of standby letters of credit had been issued as of ~~January 31, 2020. We had $4.0 million and $2.9 million in standby letters of credit issued under our long-term debt arrangements as of~~ ~~January~~October 31, 2020 and April 30, ~~2019, respectively.~~2020. We had a total of ~~$11.1~~$10.1 million and ~~$8.5~~$11.3 million of standby letters of credits with other financial institutions as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. The standby letters of credits were generally issued as a result of entering into office premise leases.

The Board of Directors has adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend. The declaration and payment of future dividends under the quarterly dividend program will be at the discretion of the Board of Directors and will depend upon many factors, including our earnings, capital requirements, financial conditions, the terms of our indebtedness and other factors our Board of Directors may deem to be relevant. Our Board of Directors may, however, amend, revoke or suspend our dividend policy at any time and for any reason.

On March 6, 2019, our Board of Directors approved an increase to the share repurchase program of approximately $200 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to approximately $250 million. The Company repurchased approximately ~~$68.1~~$22.8 million and ~~$37.4~~$61.9 million of the Company’s stock during the ~~nine~~six months ended ~~January~~October 31, 2020 and ~~2019, respectively.~~2019. As of ~~January~~October 31, 2020, ~~$182.7~~$135.5 million remained available for common stock repurchases under our share repurchase program. Any decision to continue to execute our currently outstanding share repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors. The Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Credit Agreement, the consolidated net leverage ratio, which ~~used~~uses adjusted EBITDA is no greater than ~~4.00~~4.25 to 1.00, and ~~the~~ pro forma liquidity is at least $50 million, including the revolving credit commitment minus amounts outstanding on the Revolver, issued letters of credit and swing loans. Furthermore, our Notes allow us to pay $25 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as our consolidated total leverage ratio is not greater than 3.50 to 1.00, and there is no default under the indenture governing the Notes.

Our performance is subject to the general level of economic activity in the geographic regions and the industries we service. We believe, based on current economic conditions, that our cash on hand and funds from operations and the Credit Agreement will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, repayment of the debt, share repurchases and dividend payments under our dividend policy during the next ~~twelve~~12 months. However, if COVID-19 continues to persist or worsen, or the national or global economy, credit market conditions and/or labor markets were to deteriorate in the future, such changes could put negative pressure on demand for our services and affect our operating cash flows. If these conditions were to persist over an extended period of time, we may incur negative cash flows

and it might require us to access additional borrowings under the Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.

Cash and cash equivalents and marketable securities were ~~$748.5~~$747.5 million and ~~$767.1~~$863.3 million as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and cash equivalents and marketable securities were ~~$421.6~~$458.5 million and ~~$382.1~~$531.9 million at ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, we held ~~$262.1~~ $307.6million and ~~$267.0~~$308.2 million, respectively of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay fiscal ~~2020~~2021 and ~~2019~~2020 annual bonuses. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less. Marketable securities consist of mutual funds and investments in commercial paper, ~~and~~ corporate notes/~~bonds.~~bonds and U.S. Treasury and Agency securities. The primary objectives of our investment in mutual funds are to meet the obligations under certain of our deferred compensation plans, while the commercial paper, ~~and~~ corporate notes/bonds and U.S. Treasury and Agency securities are available for general corporate purposes.

As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, marketable securities of ~~$184.8~~$194.3 million and ~~$140.8~~$174.1 million, respectively, included ~~trading~~equity securities of ~~$151.6~~$154.1 million (net of gross unrealized gains of ~~$8.3~~$11.0 million and gross unrealized losses of ~~$0.7~~$2.7 million) and ~~$140.8~~$141.4 million (net of gross unrealized gains of ~~$6.3~~$3.6 million and gross unrealized losses of ~~$1.0~~$6.5 million), respectively, were held in trust for settlement of our obligations under certain deferred compensation plans, of which ~~$143.8~~$146.6 million and ~~$132.5~~$132.1 million, respectively, are classified as non-current. These marketable securities were held to satisfy vested obligations totaling ~~$135.7~~$133.8 million and ~~$122.3~~$124.6 million as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. Unvested obligations under the deferred compensation plans totaled ~~$23.2~~$24.4 million and ~~$24.6~~$21.7 million as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively.

The net ~~increase~~decrease in our working capital of ~~$50.8~~$0.9 million as of ~~January~~October 31, 2020 compared to April 30, ~~2019~~2020 is primarily attributable to decreases in cash and cash equivalents, partially offset by decreases in compensation and benefits payable and income taxes payable and increases in accounts receivable and ~~marketable securities~~income taxes and a decrease in compensation and benefits payable, partially offset by a decrease in cash and cash equivalents and an increase in operating lease liability, current as a result of implementing the new lease accounting standard. other receivables.The ~~increase in marketable securities was due to purchases of debt securities during the quarter, while the~~ decrease in cash and cash equivalents and compensation and benefits payable was primarily due to ~~the payment~~payments of annual bonuses earned in fiscal ~~2019~~2020 and paid during the first quarter of fiscal 2020. Cash and cash equivalents further declined due to the price paid for the acquisition of the Acquired Companies and sign-on and retention payments. These decreases in cash and cash equivalents, were partially offset by net proceeds from long-term debt.2021. The increase in accounts receivable was due to an increase in days of sales outstanding, which went from 6170 days to 7278 days (which is consistent with historical experience) from April 30, ~~2019~~2020 to ~~January~~October 31, 2020. Cash ~~provided~~used by operating activities was ~~$57.1~~$92.1 million in the ~~nine~~six months ended ~~January~~October 31, 2020, a decrease of ~~$43.9~~$12.0 million, compared to ~~$101.0~~$104.1 million in the ~~nine~~six months ended ~~January~~October 31, 2019.

Cash used in investing activities was ~~$191.1~~$23.3 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~$59.5~~$22.8 million in the year-ago period. An increase in cash used in investing activities was primarily due to ~~cash paid for the acquisition of the Acquired Companies of $108.6 million and~~ an increase in the purchase of marketable securities net of sale/maturities of ~~$40.7~~$7.4 million and a decrease in proceeds from life insurance policies of $1.4 million, partially offset by a decrease in ~~premiums paid on the COLI policies~~purchase of ~~$19.2~~property and equipment of $8.5 million during the ~~nine~~six months ended ~~January~~October 31, 2020 compared to the year-ago period.

Cash ~~provided by~~used in financing activities was ~~$74.1~~$37.2 million in the ~~nine~~six months ended ~~January~~October 31, 2020 compared to ~~cash used of $57.8~~$31.4 million in the ~~nine~~six months ended ~~January~~October 31, 2019. The increase in cash ~~provided by~~used in financing activities was primarily due to ~~the~~$50.0 million in proceeds received from long term debt in the six months ended October 31, 2019 compared to none in the current period, partially offset by a decrease of ~~$445.5~~$39.2 million in repurchases of the ~~nine~~Company’s common stock in six months ended ~~January~~October 31, 2020 compared to ~~$226.9 million in~~ the ~~year-ago~~prior period and ~~lower~~a decrease in cash used to repurchase shares of common stock to satisfy tax withholding requirements upon the vesting of restricted stock of ~~$11.6 million, partially offset by an increase of $38.0~~$4.6 million in ~~cash used for principal payments on long term debt, $30.7~~the six months ended October 31, 2020 compared to $8.7 million ~~more~~ in ~~repurchase of common stock and a decrease in borrowings under COLI policies of $31.9 million.~~

~~We had approximately $856.0 million of estimated remaining revenue under existing contracts as of January 31, 2020. However, this should not be considered~~ the amount of our future revenue as it does not take into consideration contracts that will be originated and recognized within the same future reporting periods. Further, our contract terms and conditions allow for clients to increase or decrease the scope of services and such changes do not increase or decrease the estimated remaining revenue under contract until we have an enforceable right to payment.year-ago period.

We purchased COLI policies or contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of funding benefits under such plans. As of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, we held contracts with gross CSV of ~~$237.6~~$241.9 million and ~~$219.2~~$238.7 million, respectively. Total outstanding borrowings against the CSV of COLI contracts were ~~$92.3~~$91.7 million and ~~$93.2~~$92.3 million as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, the net cash value of these policies was ~~$145.3~~$150.2 million and ~~$126.0~~$146.4 million, respectively.

On December 16, 2019, we completed a private placement of the Notes with a $400 million principal amount. We may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. At any time prior to December 15, 2022, we may redeem at a redemption price equal to 100% of the principal plus the Applicable Premium (as defined in the indenture), and accrued and unpaid interest. At any time prior to December 15, 2022, we may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes, including any

permitted additional Notes, at a redemption price equal to 104.625% of the principal amount and accrued and unpaid interest. At any time and from time to time on or after December 15, 2022, we may redeem the Notes at the applicable redemption prices set forth in the table below, plus accrued and unpaid interest, if redeemed during the ~~twelve-month~~12-month period beginning on December 15 of each of the years indicated:

The fair value of the Notes is classified as a Level 2 measurement in the fair value hierarchy.

The pay-off of the term loan outstanding under our Prior Credit Agreement is considered a debt modification and therefore, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new issuance.

The principal balance of the Revolver is due on the date of its termination. The Revolver matures on December 16, 2024 and any unpaid principal balance is payable on this date. The Revolver may also be prepaid and terminated early by us at any time without premium or penalty (subject to customary LIBOR breakage fees).

At our option, loans issued under the Credit Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the Credit Agreement may fluctuate between LIBOR plus 1.25% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.125% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon our total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated net leverage ratio”) at such time. In addition, we will be required to pay to the lenders a quarterly commitment fee ranging from 0.175% to 0.35% per annum on the average daily unused amount of the Revolver, based upon our consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit. ~~During the three and nine months ended January 31, 2020, the average interest rate on~~ ~~amounts outstanding under the prior~~ ~~revolver was 2.94% and 3.44%, respectively.~~ ~~During the three and nine months ended January 31, 2019, t~~The average interest rate on amounts outstanding under the prior revolver was ~~3.64%~~3.37% and ~~3.42%, respectively.~~3.53% for the three and six months ended October 31, 2019.

As of ~~January~~October 31, 2020 and April 30, 2020, there was no outstanding liability under the ~~Revolver compared to $226.9 million as of April 30, 2019 under the prior revolver.~~Revolver. The unamortized debt issuance costs associated with the ~~long-term debt~~Credit Agreement were ~~$4.5 million and $4.0~~

$3.8 million as of ~~January~~October 31, 2020 and $4.2 million as of April 30, ~~2019, respectively.~~2020. As of ~~January~~October 31, 2020, we were in compliance with our debt covenants.

We had a total of ~~$646.0~~$646.0 million available under the Revolver after ~~$4.0~~$4.0 million of standby letters of credit had been issued as of ~~January~~October 31, 2020. and April 30, 2020. We had a total of ~~$420.2 million available under the Prior Credit Agreement after we drew down $226.9~~$10.1 million and ~~after $2.9 million of standby letters of credit had been issued as of April 30, 2019. We had a total of $11.1 million and $8.5~~$11.3 million of standby letters of credits with other financial institutions as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively. The standby letters of credits were generally issued as a result of entering into office premise leases.

Other than the factors discussed in this section and the potential impacts of the ~~coronavirus~~COVID-19 on our business, we are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources as of ~~January~~October 31, 2020.

We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities. We had no material changes in contractual obligations as of ~~January~~October 31, 2020, as compared to those disclosed in our table of contractual obligations included in our Annual Report.

Preparation of this Quarterly Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions and changes in the estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable. In preparing our interim consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our consolidated financial statements. We consider the policies related to revenue recognition, performance related bonuses, deferred compensation, carrying values of receivables, goodwill, intangible assets, leases and recoverability of deferred income taxes as critical to an understanding of our interim consolidated financial statements because their application places the most significant demands on management’s judgment and estimates. Specific risks for these critical accounting policies are described in our Form 10-K filed with the Securities Exchange Commission. There have been no material changes in our critical accounting policies since the end of fiscal ~~2019.~~2020.

As a result of our global operating activities, we are exposed to certain market risks, including foreign currency exchange fluctuations and fluctuations in interest rates. We manage our exposure to these risks in the normal course of our business as described below.

Substantially all our foreign subsidiaries’ operations are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the end of each reporting period, and revenue and expenses are translated at average rates of exchange during the reporting period. Resulting translation adjustments are reported as a component of accumulated other comprehensive loss, net on our consolidated balance sheets.

Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency gains or losses that impact our results of operations. Historically, we have not realized significant foreign currency gains or losses on such transactions. During the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019, we recorded foreign currency losses of ~~$2.8~~$1.0 million and ~~$1.4~~$1.6 million, respectively, in general and administrative expenses in the consolidated statements of ~~income.~~operations.

Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving the following currencies — U.S. Dollar, Pound Sterling, Canadian Dollar, Euro, Singapore Dollar, ~~Swiss Franc,~~Korean Won, Indian Rupee, Brazilian Real, and ~~Brazilian Real.~~Mexican Peso. Based on balances exposed to fluctuation in exchange rates between these currencies as of ~~January~~October 31, 2020, a 10% increase or decrease in the value of these currencies could result in a foreign exchange gain or loss of ~~$13.8~~$12.8 million. We have a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to Accounting Standards Codification 815, Derivatives and Hedging.

Our exposure to interest rate risk is limited to our Revolver and borrowings against the CSV of COLI contracts. As of ~~January~~October 31, 2020, there were no amounts outstanding under the Revolver. At our option, loans issued under the Credit Agreement bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate

applicable to loans outstanding under the Credit Agreement may fluctuate between LIBOR plus 1.125% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.125% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon our total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated net leverage ratio”) at such time. ~~During~~In addition, we are required to pay the ~~three~~lenders a quarterly commitment fee ranging from 0.175% to 0.35% per annum on the average daily unused amount of the Revolver, based upon our consolidated net leverage ratio at such time, and ~~nine months ended January 31, 2020,~~fees relating to the issuance of letters of credit. The average interest rate on amounts outstanding under the prior revolver was ~~2.94%~~3.37% and ~~3.44%, respectively. During~~ 3.53% for the three and ~~nine~~six months ended ~~January~~October 31, 2019 ~~the average interest rate on amounts outstanding under the prior revolver was 3.64% and 3.42%, respectively.~~.

To mitigate this interest rate risk, we entered into an interest rate swap contract in March 2017 with an initial notional amount of $129.8 million to hedge the variability to changes in cash flows attributable to interest rate risks caused by changes in interest rates related to our variable rate debt. We have designated the swap as a cash flow hedge. On December 16, 2019, in conjunction with the payoff of the Prior Credit Agreement, the Company terminated the interest rate swap and recorded $0.5 million in interest expense, net.

We had ~~$92.3~~$91.7 million and ~~$93.2~~$92.3 million of borrowings against the CSV of COLI contracts as of ~~January~~October 31, 2020 and April 30, ~~2019,~~2020, respectively, bearing interest primarily at variable rates. The risk of fluctuations in these variable rates is minimized by the fact that we receive a corresponding adjustment to our borrowed funds crediting rate, which has the effect of increasing the CSV on our COLI contracts.

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal controls over financial reporting. Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934 (the “Exchange Act”))~~Act) conducted as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures ~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)~~ were ~~effective.~~effective as of October 31, 2020.

There were no changes in our internal control over financial reporting during the three months ended ~~January~~October 31, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

From time to time, we are involved in litigation both as a plaintiff and a defendant, relating to claims arising out of our operations. As of the date of this report, we are not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition or results of operations.

In our Form 10-K for the year ended April 30, ~~2019,~~2020, we described material risk factors facing our business. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. ~~Except as set forth below, as~~As of the date of this report, there have been no material changes to the risk factors described in our Form 10-K.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Should we experience a disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, we could experience near-term operational challenges with regard to particular areas of our operations. In particular, our ability to recover from any disaster, pandemic or other business continuity problem will depend on our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. We could potentially lose client data or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster. A disaster, or pandemic, on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster, pandemic or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. For example, we are evaluating the potential impact of the coronavirus (COVID-19) outbreak that originated in China, including the impact on our employees, customers and third-party providers and of governmental actions being taken to curtail the spread of the virus. The outbreak has severely restricted the level of economic activity in affected areas and may have an adverse impact on sales of certain of our products and services, especially in China. Approximately 5% of our fee revenue in the nine months ended January 31, 2020 came from greater China.

Our indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our indebtedness and could divert our cash flow from operations for debt payments.

As of January 31, 2020, we had approximately $400.0 million in total indebtedness outstanding, and $646.0 million of availability under our $650.0 million five-year senior secured revolving credit facility (the “Revolver”) provided for under our Credit Agreement (the “Credit Agreement”) that we entered into on December 16, 2019, with a syndicate of banks and Bank of America., National Association as administrative agent. Subject to the limits contained in the Credit Agreement that govern our Revolver and the indenture governing our $400.0 million principal amount of the Notes we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisition, or for other purposes. If we do so, the risks related to our high level of debt could increase.

~~Specifically, our level of debt could have important consequences to us, including the following:~~

~~Furthermore, our debt under our Revolver will bear interest at variable rates.~~

~~Despite our indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.~~

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the Credit Agreement and the indenture governing our Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness that may be incurred in compliance with these restrictions could be substantial. If we incur additional debt, the risks associated with our leverage, including those described above, would increase. Further, the restrictions in the indenture governing the Notes and the Credit Agreement will not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined in such debt instruments. As of January 31, 2020, we had $646.0 million of availability to incur additional secured indebtedness under our Revolver.

~~Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.~~

Interest rates may fluctuate in the future. As a result, interest rates on the Revolver or other variable rate debt offerings could be higher or lower than current levels. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. In addition, a transition away from the London Interbank Offered Rate (“LIBOR”) as a benchmark for establishing the applicable interest rate may affect the cost of servicing our debt under the Revolver. The Financial Conduct Authority of the U.K. has announced that it plans to phase out LIBOR by the end of calendar year 2021. Although these borrowing arrangements provide for alternative base rates, such alternative base rates may or may not be related to LIBOR, and the consequences of the phase out of LIBOR cannot be entirely predicted at this time. For example, if any alternative base rate or means of calculating interest with respect to our outstanding variable rate indebtedness leads to an increase in the interest rates charged, it could result in an increase in the cost of such indebtedness, impact our ability to refinance some or all of our existing indebtedness or otherwise have a material adverse impact on our business, financial condition and results of operations.

Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, all of which are beyond our control, including the availability of financing in the international banking and capital markets. Lower total revenue generally will reduce our cash flow. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs.

If we are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could cause us to default on our debt obligations and impair our liquidity. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations.

Moreover, in the event of a default, the holders of our indebtedness, including the Notes, could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest, if any. The lenders under the Revolver could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation. If we breach our covenants under the Revolver, we would be in default thereunder. The lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

~~The agreements governing our debt impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.~~

The Credit Agreement and the indenture governing the Notes impose significant operating and financial restrictions on us. These restrictions will limit our ability and the ability of our subsidiaries to, among other things:

~~We and our subsidiaries are subject to covenants, representations and warranties in respect of the Revolver, including financial covenants as defined in the Credit Agreement. See “Note 11 –~~ ~~Long-Term Debt”~~ ~~of our notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.~~

As a result of these restrictions, we will be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

Our failure to comply with the restrictive covenants described above and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected.

A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.

If we were to sustain a decline in our operating results or available cash, we could experience difficulties in complying with the financial covenants contained in the Credit Agreement. The failure to comply with such covenants could result in an event of default under the Revolver and by reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable. In addition, should an event of default occur, the lenders under our Revolver could elect to terminate their commitments thereunder, cease making loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the lenders under our Revolver to avoid being in default. If we breach our covenants under our Revolver and seek a waiver, we may not be able to obtain a waiver from the lenders thereunder. If this occurs, we would be in default under our Revolver, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

~~You may not receive the level of dividends provided for in the dividend policy our Board of Directors has adopted or any dividends at all.~~

We are not obligated to pay dividends on our common stock. Our Board of Directors adopted a dividend policy on December 8, 2014, that reflects an intention to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share of common stock. Although the Company paid our first dividend under this program on April 9, 2015 and has declared a quarterly dividend every quarter since the adoption of the dividend policy, the declaration and payment of all future dividends to holders of our common stock are subject to the discretion of our Board of Directors, which may amend, revoke or suspend our dividend policy at any time and for any reason, including earnings, capital requirements, financial conditions and other factors our Board of Directors may deem relevant. The terms of our indebtedness may also restrict us from paying cash dividends on our common stock under certain circumstances. See below “—Our ability to pay dividends is restricted by agreements governing our debt, including our credit agreement and the indenture governing our Notes, and by Delaware law.”

Over time, our capital and other cash needs may change significantly from our current needs, which could affect whether we pay dividends and the level of any dividends we may pay in the future. If we were to use borrowings under our credit facility to fund our payment of dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively affect our financial condition, our results of operations, our liquidity and our ability to maintain and expand our business. Accordingly, you may not receive dividends in the intended amounts, or at all. Any reduction or elimination of dividends may negatively affect the market price of our common stock

~~Our ability to pay dividends is restricted by agreements governing our debt, including our credit agreement and indenture governing our Notes, and by Delaware law.~~

Both our credit agreement and indenture governing our Notes restrict our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” where we describe the terms of our indebtedness, including provisions limiting our ability to declare and pay dividends. As a result of such restrictions, we may be limited in our ability to pay dividends unless we redeem our Notes and amend our credit agreement or otherwise obtain a waiver from our lenders. In addition, as a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our senior credit facility, at or prior to maturity, or enter into additional agreements for indebtedness. Any such amendment, refinancing or additional agreement may contain covenants which could limit in a significant manner or entirely our ability to pay dividends to you.

Additionally, under the Delaware General Corporation Law (“DGCL”), our Board of Directors may not authorize payment of a dividend unless it is either paid out of surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

If, as a result of these restrictions, we are required to reduce or eliminate the payment of dividends, a decline in the market price or liquidity, or both, of our common stock could result. This may in turn result in losses by you.

Item 2. Unregistered Sales of Equity Securities Use of Proceeds and Issuers Purchases of Equity Securities

The following table summarizes common stock repurchased by us during the quarter ended ~~January~~October 31, 2020:

Our Credit Agreement, dated December 16, 2019, permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under our Credit Agreement, the consolidated net leverage ratio, which uses adjusted EBITDA, is no greater than ~~4.00~~4.25 to 1.00 and the pro forma liquidity is at least $50.0 million. Furthermore, our Notes allow the Company to pay $25 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00 and the Company is not in default under the indenture governing the Notes.

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 thereunto duly authorized.

Delaware		95-2623879
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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

Large accelerated filer ☑			Accelerated filer ☐

Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

Item #	Description	Page

	Part I. Financial Information

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of ~~January~~October 31, 2020 (unaudited) and April 30, ~~2019~~2020	1

	Consolidated Statements of ~~Income~~Operations (unaudited) for the three and ~~nine~~six months ended ~~January~~October 31, 2020 and 2019	2

	Consolidated Statements of Comprehensive Income (unaudited) for the three and ~~nine~~six months ended ~~January~~October 31, 2020 and 2019	3

	Consolidated Statements of Stockholders’ Equity (unaudited) for three and ~~nine~~six months ended ~~January~~October 31, 2020 and ~~201~~92019	4

	Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~January~~October 31, 2020 and 2019	65

	Notes to Consolidated Unaudited Financial Statements	76

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3027

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4945

Item 4.	Controls and Procedures	5046

	Part II. Other Information

Item 1.	Legal Proceedings	5147

Item 1A.	Risk Factors	5147

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	5447

Item 6.	Exhibits	5548

	Signatures	5649

	Shares			Weighted- Average Grant Date Fair Value
	(in thousands, except per share data)
Non-vested, April 30, 2020		1,365		$	44.59
Granted		1,579		$	27.27
Vested		(492	)	$	39.99
Forfeited/expired		(67	)	$	17.86
Non-vested, October 31, 2020		2,385		$	34.22

	Foreign Currency Translation			Deferred Compensation and Pension Plan (1)			Unrealized Gains on Marketable Securities			Accumulated Other Comprehensive Loss
	(in thousands)
Balance as of July 31, 2020	$	(58,705	)	$	(22,912	)	$	25		$	(81,592	)
Unrealized losses arising during the period		(2,721	)		—			(25	)		(2,746	)
Reclassification of realized net losses to net income		—			683			—			683
Balance as of October 31, 2020	$	(61,426	)	$	(22,229	)	$	—		$	(83,655	)

	Foreign Currency Translation			Deferred Compensation and Pension Plan (1)			Unrealized Losses on Marketable Securities			Unrealized (Losses) Gains on Interest Rate Swap (2)			Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance as of October 31, 2019	$	(64,303	)	$	(15,848	)	$	—		$	(495	)	$	(80,646	)
Unrealized gains (losses) arising during the period		403			450			(5	)		128			976
Reclassification of realized net losses to net income		—			493			—			367			860
Balance as of January 31, 2020	$	(63,900	)	$	(14,905	)	$	(5	)	$	—		$	(78,810	)

	Foreign Currency Translation			Deferred Compensation and Pension Plan (1)			Unrealized (Losses) Gains on Interest Rate Swap (2)			Accumulated Other Comprehensive Loss
	(in thousands)
Balance as of April 30, 2019	$	(60,270	)	$	(16,838	)	$	456		$	(76,652	)
Unrealized losses arising during the period		(4,033	)		—			(806	)		(4,839	)
Reclassification of realized net losses (gains) to net income		—			990			(145	)		845
Balance as of October 31, 2019	$	(64,303	)	$	(15,848	)	$	(495	)	$	(80,646	)

	Six Months Ended October 31,
	2020					2019
	Dollars		%			Dollars		%
	(dollars in thousands)
Industrial	$	214,691		27.6	%	$	279,378		28.6	%
Financial Services		148,645		19.1			171,400		17.5
Life Sciences/Healthcare		148,863		19.1			171,350		17.5
Consumer Goods		105,515		13.5			147,410		15.1
Technology		114,015		14.6			141,302		14.5
Education/Non-Profit/General		47,807		6.1			66,098		6.8
Fee Revenue	$	779,536		100.0	%	$	976,938		100.0	%

	Nine Months Ended January 31,
	2020					2019
	Dollars		%			Dollars		%
	(dollars in thousands)
Industrial	$	427,469		28.6	%	$	418,159		29.1	%
Financial Services		260,250		17.4			260,975		18.2
Life Sciences/Healthcare		259,845		17.4			239,425		16.7
Consumer Goods		223,779		15.0			224,848		15.7
Technology		218,273		14.6			189,155		13.2
Education/Non-Profit		92,605		6.3			90,748		6.3
General		10,042		0.7			11,967		0.8
Fee Revenue	$	1,492,263		100.0	%	$	1,435,277		100.0	%

	(in thousands)
Balance at April 30, 2020	$	23,795
Provision for credit losses		7,993
Write-offs		(4,823	)
Recoveries of amounts previously written off		206
Foreign currency translation		682
Balance at October 31, 2020	$	27,853

	Less Than 12 Months				Balance Sheet Classification
Balance at October 31, 2020	Fair Value		Unrealized Loss		Cash and Cash Equivalents		Marketable Securities, Current
	(in thousands)
Commercial paper	$	15,988	$	3	$	—	$	15,988
Corporate notes/bonds	$	10,470	$	6	$	—	$	10,470
U.S. Treasury and Agency Securities	$	1,974	$	1	$	—	$	1,974

Year		Percentage
2022		102.313%
2023		101.156%
2024 and thereafter		100.000%

	Three Months Ended January 31, 2020			Nine Months Ended January 31, 2020
	(in thousands)
Finance lease cost
Amortization of ROU assets	$	467		$	1,410
Interest on lease liabilities		38			117
		505			1,527
Operating lease cost		15,035			43,428
Short-term lease cost		335			891
Variable lease cost		3,988			10,064
Lease impairment cost		2,282			2,282
Sublease income		(217	)		(324	)
Total lease cost	$	21,928		$	57,868

	(in thousands)
Current assets⁽¹⁾	$	44,475
Long-term assets		16,413
Intangibles assets⁽²⁾		45,400
Current liabilities		29,502
Long-term liabilities		5,720
Net assets acquired		71,066
Purchase price		108,602
Goodwill⁽³⁾	$	37,536

~~Organizational Strategy~~	We map talent strategy to business strategy by designing operating models and organizational structures that align to them, helping organizations put their plans into action. We make sure they have the right people, in the right roles, engaged and enabled to do the right things.
~~Assessment and Succession~~	We provide actionable, research-backed insights that allow organizations to understand the true capabilities of their people so they can make decisions that ensure the right leaders are ready—when and where they are needed—in the future.
~~Talent Acquisition~~	From executive search to RPO, we integrate scientific research with our practical experience and industry-specific expertise to recruit professionals of all levels and functions for client organizations.
~~Leadership Development~~	We help leaders at all levels of an organization achieve their vision, purpose and strategy. We combine expertise, science and proven techniques with forward thinking and creativity to build leadership experiences that help entry- to senior-level leaders grow and deliver superior results.
~~Rewards and Benefits~~	We help organizations design rewards to achieve their strategic objectives. We help them pay their people fairly for doing the right things—with rewards they value—at a cost the organization can afford.

	Shares Purchased (1)		Average Price Paid Per Share		Shares Purchased as Part of Publicly- Announced Programs (2)		Approximate Dollar Value of Shares That May Yet be Purchased Under the Programs (2)

November 1, 2019— November 30, 2019		87,000	$	38.30		87,000	$185.5 million
December 1, 2019— December 31, 2019		29,440	$	40.60		26,800	$184.4 million
January 1, 2020— January 31, 2020		41,003	$	42.34		40,300	$182.7 million
Total		157,443	$	39.78		154,100

	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly- Announced Programs (2)		Approximate Dollar Value of Shares That May Yet be Purchased Under the Programs (2)

August 1, 2020— August 31, 2020		91,100	$	29.06		91,100	$155.6 million
September 1, 2020— September 30, 2020		273,274	$	29.07		271,881	$147.7 million
October 1, 2020— October 31, 2020		392,696	$	31.29		390,470	$135.5 million
Total		757,070	$	30.22		753,451

Exhibit Number		Description
3.1*		~~Certificate of Amendment of~~ Restated Certificate of Incorporation of the Company, ~~effective~~dated January 1,7, 2019, filed as Exhibit ~~3.1~~3.3 to the ~~Company’s Current~~Company's Quarterly Report on Form ~~8-K,~~10-Q, filed ~~December 13, 2018.~~March 11, 2019.
3.2*		Seventh Amended and Restated Bylaws, effective January 1, 2019, filed as Exhibit 3.2 to the Company’s ~~Current~~ Report on Form 8-K, filed December 13, 2018.
3.3*		~~Restated Certificate of Incorporation of the Company, effective January 7, 2019, filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, filed March 11, 2019.~~
4.1*		Indenture, dated as of December 16, 2019, by and among Korn Ferry, an issuer, certain subsidiaries of Korn Ferry, as guarantors thereto, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.1 to the Company's Form 8-K, filed December 16, 2019.
~~10.1+~~		~~Korn Ferry Amended and Restated Executive Capital Accumulation Plan, effective December 4,2019.~~
~~10.2+~~		~~Korn Ferry Amended and Restated Long Term Performance Unit Plan, effective December 4,2019.~~
10.3*		Credit Agreement, dated December 16, 2019, by and among Korn Ferry, Bank of America, N.A., as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company’s Form 8-K, filed December 16, 2019.
31.1		Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
31.2		Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
32.1		Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~January~~October 31, 2020, has been formatted in Inline XBRL and included as Exhibit 101.

	Korn Ferry
Date: December 9, 2020
	By:	/s/ Robert P. Rozek
		Robert P. Rozek
		Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)