8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2009

KORN/FERRY INTERNATIONAL

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction	001-14505 (Commission File Number)	95-2623879 (IRS Employer
of Incorporation)		Identification No.)

1900 Avenue of the Stars, Suite 2600
Los Angeles, California
(Address of Principal Executive Offices) 90067
(Zip Code)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02 Results of Operations and Financial Condition.

     On June 29, 2009, Korn/Ferry International issued a press release announcing an adjustment to its fourth quarter fiscal year 2009 results. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit 99.1 Press Release, dated June 29, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		KORN/FERRY INTERNATIONAL (Registrant)
Date: June 29, 2009
	/s/ Michael A. DiGregorio
	(Signature)
	Name:	Michael A. DiGregorio
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated June 29, 2009.

EX-99.1

Exhibit 99.1

For Immediate Release

Contacts:
Investor Relations: Gregg Kvochak, (310) 556-8550
For Media: Mike Distefano, (310) 843-4199

Korn/Ferry International Amends Fourth Quarter Fiscal
2009 Results of Operations

Los Angeles, CA, June 29, 2009 - Korn/Ferry International (NYSE:KFY), a premier global provider of talent management solutions, announced it has made an adjustment to its fourth quarter fiscal 2009 results of operations subsequent to the issuance of its press release on June 9, 2009. The adjustment was made to correct compensation and benefit expenses that had been recorded twice by the Company during the periods covering fiscal 2002 through fiscal 2009 for expenses relating to employee contributions to a health and welfare benefit plan. The cumulative impact of this adjustment was a $3.7 million decrease in compensation and benefits expense for the quarter and year ended April 30, 2009, a $4.0 million increase in cash and cash equivalents and a $0.3 million increase in accrued compensation and benefits liability as of April 30, 2009. This adjustment increased operating profit by $3.7 million and decreased net loss by $2.3 million, or $0.05 per basic and diluted share for the quarter and year ended April 30, 2009. Based on the Company’s analysis of the adjustment it was not considered material to any individual prior period or the current period. A revised balance sheet and income statement reflecting the adjustment are attached.

- Korn/Ferry International (NYSE:KFY), with a presence throughout the Americas, Asia Pacific, Europe, the Middle East and Africa, is a premier global provider of talent management solutions. Based in Los Angeles, the firm delivers an array of solutions that help clients to attract, develop, retain and sustain their talent. Visit www.kornferry.com for more information on the Korn/Ferry International family of companies, and www.kornferryinstitute.com for thought leadership, intellectual property and research.

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

	Three Months Ended					Year Ended
	April 30,					April 30,
	2009			2008		2009			2008
	(unaudited)			(unaudited)
Fee revenue	$	106,980		$	208,204	$	638,223		$	790,570
Reimbursed out-of-pocket engagement expenses		7,446			12,246		37,905			45,072
Total revenue		114,426			220,450		676,128			835,642
Compensation and benefits		76,783			148,072		442,632			540,056
General and administrative expenses		29,566			33,374		126,882			134,542
Out-of-pocket engagement expenses		10,317			16,086		49,388			58,750
Depreciation and amortization		2,946			2,740		11,583			10,441
Restructuring charges		25,070			—		41,915			—
Total operating expenses		144,682			200,272		672,400			743,789
Operating (loss) income		(30,256	)		20,178		3,728			91,853
Interest and other income (loss), net		1,064			1,063		(15,801	)		7,137
(Loss) income before (benefit) provision for income taxes and equity in earnings of unconsolidated subsidiaries		(29,192	)		21,241		(12,073	)		98,990
(Benefit) provision for income taxes		(11,943	)		6,328		384			36,081
Equity in earnings of unconsolidated subsidiaries, net		49			833		2,365			3,302
Net (loss) income	$	(17,200	)	$	15,746	$	(10,092	)	$	66,211
Basic (loss) earnings per common share	$	(0.40	)	$	0.36	$	(0.23	)	$	1.50
Basic weighted average common shares outstanding		43,475			43,230		43,522			44,012
Diluted (loss) earnings per common share	$	(0.40	)	$	0.36	$	(0.23	)	$	1.46
Diluted weighted average common shares outstanding		43,475			44,333		43,522			45,528

KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

	As of April 30,
	2009			2008
ASSETS
Cash and cash equivalents	$	255,000		$	305,296
Marketable securities		4,263			5,940
Receivables due from clients, net of allowance for doubtful accounts of $11,197 and $11,504, respectively		67,308			119,952
Income taxes and other receivables		9,001			7,071
Deferred income taxes		14,583			10,401
Prepaid expenses and other assets		21,442			20,057
Total current assets		371,597			468,717
Marketable securities, non-current		70,992			78,026
Property and equipment, net		27,970			32,462
Cash surrender value of company owned life insurance policies, net of loans		63,108			81,377
Deferred income taxes		45,141			47,128
Goodwill		133,331			142,699
Intangible assets, net		16,928			15,519
Other assets		11,812			14,286
Total assets	$	740,879		$	880,214
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	10,282		$	15,309
Income taxes payable		2,059			20,948
Compensation and benefits payable		116,705			199,081
Other accrued liabilities		44,301			37,120
Total current liabilities		173,347			272,458
Deferred compensation and other retirement plans		99,238			105,719
Other liabilities		9,195			5,903
Total liabilities		281,780			384,080
Shareholders’ equity
Common stock: $0.01 par value, 150,000 shares authorized, 56,185 and 54,786 shares issued and 44,729 and 44,593 shares outstanding, respectively		368,430			358,568
Retained earnings		84,922			95,014
Accumulated other comprehensive income		6,285			43,097
Shareholders’ equity		459,637			496,679
Less: notes receivable from shareholders		(538	)		(545	)
Total shareholders’ equity		459,099			496,134
Total liabilities and shareholders’ equity	$	740,879		$	880,214