Welcome to the conference call to discuss the proposed acquisition of AMS. At this time, all participants are in a listen-only mode. Following the prepared remarks, we will conduct a question-and-answer session. As a reminder, this conference call is being recorded for replay purposes. Before I turn the call over to your host, Mr. Gary Burnison, let me first read a cautionary statement to investors. Certain statements made in the call today, such as those related to the USD converted purchase price, the number of shares Korn Ferry stock to be issued in the transaction, the timing of consummation of the transaction, the expected benefits of the transaction, including the global leadership position of the combined company. The combined company's expanded capabilities, transaction synergies, future financial and operating results, and the combined company's plans, objectives, and expectations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, investors are cautioned not to place undue reliance on such statements. Such statements are subject to significant risks and uncertainties, including the inability to timely complete or complete at all the transaction, the inability to realize the anticipated benefits of the transaction, which may be affected by, among other things, economic conditions, and the ability of Korn Ferry and AMS prior to the closing, and the combined company following the closing, to maintain relationships with the client and suppliers and retain key employees. The risk that the transaction disrupts current plans and operation of Korn Ferry and/or AMS, as well as other risks described in our SEC filings and in the legends in today's press release announcing the transaction. Actual results may differ materially from those currently expected or desired because of a number of risks and uncertainties which are beyond the company's control. We undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. Also, some of the comments today may reference non-GAAP and/or IFRS financial measures such as adjusted EBITDA, adjusted EBITDA margin, and adjusted EPS. Additional information concerning these measures is contained in the press release regarding the transaction, which is posted in the investor relations section of the company's website at kornferry.com. The statements made today on today's call are not intended to and shall not constitute an offer to sell or the solicitation of any offer to sell or the solicitation of any offer to buy any securities. With that, I'll turn the call over to Mr. Burnison. Please go ahead, Mr. Burnison. Okay. Thank you, Krista, and thank you, everybody, for joining us. I have Brian Suh here from Korn Ferry, as well as Bob Rozek. What we wanted to do is share some incredibly exciting news. We signed a definitive agreement to acquire AMS, which brings together two iconic brands that will create a global leader in talent and organizational consulting. The why of both organizations is to change people's lives. Think about it. Following the closing, the collective firm will have more than 16,000 colleagues placing a professional in a job about every 90 seconds, let alone developing thousands of professionals each year. This marks a significant milestone for both Korn Ferry and AMS, underscoring our combined belief that talent is the most critical driver of organizational success. There's no question that technology will continue to play a significant role in the future, bridging the imbalance of supply and demand of labor. It's not simply technology that takes us into space. It first starts with the dreamers, the innovators, the scientists, the human beings, not the human doings. I don't think it's a coincidence that AMS's email address is We Are AMS. With this combination, which is subject to receipt of regulatory clearances, we will strengthen our We Are Korn Ferry client centricity as we bring together two highly complementary organizations. Together, we will reinforce a shared commitment to drive business performance through the world's most precious asset, which is people. Together, we will be stronger than apart. With AMS, we even have greater opportunity for top-line synergies, which is demonstrated through our track record of delivering deeper client impact. For example, I see multiple opportunities for growth, including with AMS's contingent workforce and early careers in campus recruiting solutions, as well as its technology solutions. When looking at it from a client perspective, there's also a tremendous fit and an opportunity to broaden existing client relationships. The combined firm will also create expanded colleague career opportunities. From a geographic, industry, client, and colleague perspective, it really works. We have a like-minded partner that shares the same beliefs and embraces the same values, which is extremely important to me and to our long-term performance. With that, I'll turn it over to Bob, who's going to run through some of the details. Bob? Great. Thanks, Gary, and hello, everyone. We're really excited to be here today to talk about this combination. Over time, we spent a good amount of time talking about our capital allocation, consistently telling people that our highest priority is putting capital back into the business, and this combination does just that. That's great for colleagues, clients, and shareholders. The purchase price for the transaction is about GBP 850 million. It's about $1.1 billion, consisting of approximately GBP 659 million, or about $880 million in cash, and approximately GBP 191 million, or about $255 million in Korn Ferry common stock. In connection with the transaction, we will use approximately $300 million of cash on hand, with the remaining $581 million being funded using borrowing capacity under our existing revolving credit agreement. Additionally, we'll issue about 3.6 million shares, subject to a 15% collar at closing. On a current run rate basis, AMS is generating approximately $650 million of fee revenue and $100 million of adjusted EBITDA. The transaction is expected to be immediately accretive to earnings per share in the first full year after adjusting for restructuring and integration costs. Assuming no adverse change in the economic environment post-close, we believe we will be on track to increase the run rate adjusted EBITDA to approximately $140 million at about the one-year mark. On a longer-term basis, we expect consolidated adjusted EBITDA margins to remain in the range of 16%-18%, towards the upper end of that range, with the potential to go above. AMS's long-term contracts will add more than $1.5 billion in estimated fees remaining under existing contracts, bringing our total estimated fees remaining under existing contracts to approximately $3.4 billion. About 45%, or $1.6 billion, will be recognized over the next 12 months, with the remaining 55%, or $1.8 billion, being recognized in the four years thereafter. That's going to provide greater fee revenue visibility, durability, and enhance the company's ability to provide scalable, data-driven talent strategies across geographies and industries. With that, we would be glad to answer any questions you may have. Thank you. If you would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you'd like to withdraw that question, again, press star one. Your first question comes from Trevor Romeo with William Blair. Please go ahead. Good morning. Thanks so much for taking the questions, congrats on the deal today. I guess a couple of questions from me. First one is, I think, Bob, you kind of talked about the financial expectations you just laid out. What is the delta between the $100 million EBITDA run rate now and the $140 million you'd expect within a year? Is that growth of the business for AMS? Is it synergies? Is it kind of both? Then how do you think about the long-term synergy opportunities between the two businesses? Well, I think there's a ton of potential here. Clearly, this is about growth. We have a track record over the years of when we make an investment into an organization, we put a scaling on top of the invest ee. We have that track record. When I look at this, number one, AMS is an incredibly well-run organization that I've known for almost 20 years. I've watched them grow and evolve over that period of time with really, really fantastic people. For me, this is about top-line synergy. When you go from 100- 140, there's going to be a combination of top-line as well as cost synergy. There's no question that we have, as well as AMS, have a big infrastructure, and that's something that we're going to look at along with all the other kind of costs that both organizations absorb, whether that's suppliers, auditors, real estate, and the like. That's how we're looking at it, and our focus is clearly on growth. That's great. Thank you for that, Gary. Any way you could maybe try to parse out how much would be revenue versus cost synergy there, just in your expectations initially? Well, I think right now that's going to be premature at this point. Obviously, we have some ideas on that. I would just say that both have significant opportunities. Okay, fair enough. Thought I would try. Maybe just one follow-up from me, I guess, just in terms of an integration here. AMS does have a strong brand, as you mentioned. One, kind of how do you think about combining the two companies and the brands going forward? On a technology perspective, it looks like they've embedded a lot of technology and AI into their solutions, as have you obviously at Korn Ferry. When you compare the two technologies, what are the areas where each one is strong, and then how do you think about integrating the technologies of the two RPO businesses going forward? I would say that number one, AMS is much more than RPO. They have multiple solutions, and they're very much global in nature. This combination doubles our colleague headcount, doubles the countries that we're in, and adds a tremendous backlog to our revenue. The average backlog of AMS is about three to four years. When you look at their top customers, the top 10, for example, have an average tenure of 14 years. We, assuming regulatory approval, when this transaction closes, combined, we would have about a $3.5 billion backlog. We're adding about a billion and a half to our backlog. When you look at AMS, there's a whole set of reasons why we've chosen to partner with AMS. It starts with people. It's people, process, data, technology, capability, industry coverage, and geographic coverage. All of those ring the bell for both, for Korn Ferry. When it comes to technology, both organizations' vast IP, we plan, much like we've done in all the other investments that we've done over the years, is to look at them fresh. Our view is we are going to take the best from both. AMS is high quality. They do fantastic work. They have recurring, loyal client relationships at scale. When it comes to technology, we're going to look at that very closely, along with the IP that both companies have. One of the worst things that you can do here is jump right to structure and process. It begins with people, and it begins with people and culture. As I've met a lot of colleagues from AMS, I'm absolutely convinced that our values and culture are completely aligned. On the technology side, again, when it comes to all of this, the worst thing you can do is say, "This is the way we've always done it." We've never taken that approach. Our plan is to combine the best of both here and deliver unbelievable customer experience. Okay. Thanks so much. Congrats again. Your next question comes from the line of Mark Marcon with Baird. Please go ahead. Hey, good morning. Thanks for taking my questions. Gary, there's some information about AMS that's out there, but there are blanks out there. Can you talk a little bit about what their growth rate was in 2024 and 2025 and how it looks during the first half of 2026, just in terms of getting a sense for what sort of growth rate they've been able to put up. Secondly, can we get a little bit more information with regards to we know that the RPO is large. They also have the college recruiting, but just a little bit more depth with regards to the segments, just in terms of sizing that. Certainly, Mark. Number one, their growth rate, I'll go back to 2019. The growth rate is about a 10% CAGR. When you look at the most recent period of time, the one that you cited, it's very similar to us, Mark. They follow the same trends that we have, generally speaking, up and to the right after COVID. Clearly, after the great resignation, as many companies experienced that pent-up demand, there was a lull. It pretty much tracks in general terms what we've done. In terms of their solutions, I'm really pumped about a number of them. Number one, they have a skills business that will be extremely complementary to us. They have a technology consulting offering that will bolster what we can do in terms of integration with the players in the HR space. Obviously, RPO is 60% of the company's revenue. As you said, they also have early careers, campus recruiting, and contingent workforce solutions. I'm really, really excited about those because I see a tremendous opportunity to bring, for example, early careers and contingent workforce solutions to the United States. We have fantastic relationships. Those two topics, you can get a CEO's attention. You've got the early careers, which is one, but secondly, the contingent workforce solutions is incredibly interesting to me, and it dovetails with our expansion with the interim offering that we came out with five and a half years ago. Basically, you've got a multi-billion-dollar market, where AMS will go into a client and consolidate their spending with staffing providers, and they will take a percentage of the savings. That really hasn't been taken to the United States. We plan, after closing, to aggressively take the technology consulting, take the early careers, and take the contingent workforce solutions to the United States for sure. The industry overlay of AMS is extremely complementary to Korn Ferry. You would find that almost 50% of their revenue is in financial services. That will clearly strengthen our financial services reach for sure. As I said earlier, this is going to double the employee headcount of Korn Ferry. When you look at the geographic reach of AMS, about 57% is in EMEA, 30% is in the Americas, and 13% is in Asia. One of the other things, back to an earlier question on synergies that I failed to mention, is the other thing that AMS has done extremely well is they have global capability centers around the world. Quite candidly, when I look at the legacy Korn Ferry business, I see an incredible opportunity to leverage their expertise and their capabilities in those centers. That could be a substantial part of Korn Ferry's client service delivery, or it could be in the corporate areas. We look at that as something that we can really leverage, and that's an area where we have not leveraged it as much as AMS has. Interesting. That's great, Gary. A couple of questions for Bob. Bob, can you just remind us, at this level, what the cost is on your revolver? You mentioned a collar around the stock. Can you amplify on that as well, please? Yeah. The cost on the revolver, Mark, is a little bit less than 5%, and that's what we're gonna draw down on. It's available to us. The collar is off of a 20-day VWAP, looking at the stock price over the, I think it's the 20 days, or yeah, 20 days prior to closing, and it just puts a cap or collar on how far up or down that share price can go when determining the number of shares to deliver to them. Okay, great. Any earn-outs? No. None. Okay, great. Thank you. Your next question comes from the line of Brianna Kamdoum with UBS. Please go ahead. Good morning. Thank you for taking my questions on for Josh Chan. Guess a couple things for me. I guess with 60% of AMS largely being RPO, why grow a portion of Korn Ferry that isn't necessarily the strongest growing or the highest margin business? That's a very interesting question. I think that, number one, everything begins with talent. It is very much part of our strategic platform to synchronize an organization's strategy with its org structure and its talent. The outsourcing offering has been an area that has had single-digit, mid to high single-digit growth over the years. I can remember for the legacy Korn Ferry when we cracked $50 million in terms of the RPO solution, and now it's almost $400 million. I think as the imbalance of the demand and supply of labor becomes increasingly relevant, I believe that companies, as they look at their infrastructure, are going to continue to seek ways to find the best talent delivered in the highest quality. That's part of the answer. I think the other thing that's very intriguing here is the duration of their contracts. It's 90% of AMS's contracts have three to five-year terms. They've got, as I said earlier, a 96% client retention rate. The top 10 clients have average tenure of 14 years. I think this gives our colleagues and shareholders a more predictable foundation in terms of a revenue base. We're going to add another billion and a half of backlog, so that overall, our backlog is going to be $3.5 billion in total after the closing. It's all of those reasons, and I would not minimize the totality of what AMS can bring. It is for sure they are a recognized leader in RPO around the world. No question about it. They also deliver broader talent consulting strategies. One of those, as I talked to Mark about, was around contingent workforce solutions. That is a multi-billion-dollar market. That's something that we just got into five years ago, and I see incredible synergies there. I see synergies with the early career and campus recruiting, their resource augmentation and skills creation, as well as their consulting offerings. I look at the total package and say, "Wow, this is an iconic brand that I've known for almost 20 years. High-quality work, outstanding people, and a culture and values that are very similar, identical to Korn Ferry. This is Bob. I would just add a couple of points. Our clients are coming to us now, talking to us about workforce solutions. If you heard our earnings call last week, you heard us talk about some of the change in how we're looking at our solution sets, and this lines up very nicely with what we have at Korn Ferry. The other thing I would say, Gary talked about the backlog. It not only makes our backlog bigger, but it actually really changes the nature of our backlog. We just talked again last week on our earnings call. We have $1.9 billion. 60% of that would be recognized in a year. Their $1.5 billion, 65% of that goes out over time. The nature and the tenor of our backlog is very different today, or will be very different with the combination with AMS. Thank you. That makes sense. For a follow-up, how are you thinking about ROIC of the transaction? Can you also speak towards the customer concentration at AMS? Is it fairly diversified, or how would you describe that? I'll let the others speak to the I think your question was around ROIC. I would say the client base is blue-chip. It is Fortune 500, FTSE 100, global iconic brands. The thing that I haven't mentioned so far that's interesting is that 17 of their top 25 clients are also our Marquee and Diamond clients, so there's tremendous synergy there. Back to your earlier question, I think assuming that the combination moves forward, which we have every reason to believe it will after the regulatory approvals, what you're going to have is a Korn Ferry and an AMS that looks substantially different. When we did our earnings call just last week. We talked about a new reporting segment and how we were going to report, and that was going to be principally around geographic lenses, EMEA, Americas, and Asia-Pacific. Clearly, this has tremendous fit with our geographic coverage today. We double the number of countries basically that we're in to almost 120. When you look at below the geographic level, you're going to have what we talked about was kind of three major solutions. One was around search, the second was around talent and organizational consulting, and the third was around workforce solutions. On a pro forma basis, run rate basis, assuming no adverse economic changes, when you look at the firm, it's going to be incredibly balanced. You're going to have a search solution that is- Observe that the management fees at AMS' RPO engagements are a little higher than what we charge. The consulting and resource augmentation businesses are generally like time and materials, so resources are put out on deployment at a bill rate, and there's a margin, a gross margin that accrues to the business. CWS is the really interesting part of the business here. As Gary said, AMS will go into an entire organization and say, "We will take the entirety of your contract workforce spend. We will manage all of that for you, and save you somewhere in the magnitude of 5%, 6% of that spend." For that, AMS will collect about three to five percent of the overall spend. Perfect. Then my last question would just be Oh, go ahead. No, I was going to say that's a little bit different than our interim business. They're actually outsourcing that entire function, where our interim business is more around putting a body in the chair at a time. That's part of the excitement that Gary talked about earlier. Understood. Is that purely a service or is that analogous to a VMS type solution? No. The VMS would be the software that underpins it, Tobey. I'd say it's like an MSP with more direct sourcing capability- Okay to provide additional value to clients. Yeah. Some of their arrangements, Tobey, they have SLAs where they have to hit 80% of the placements themselves and can only push off a more limited number of those placement opportunities. Again, we do that to the extent it's a unique skill set or something that they don't have. Okay. Thank you. The last question for you is just going to be about timing. Why make the combination now, Gary? You cited that you've known them for 20 years, and that's a long time. Why now? Why not last year or three years ago or two years out in the future? Well, I wish it would've been earlier, quite candidly. Over the years, we've stayed in touch occasionally. This timing worked. They had been under private equity ownership for the last eight years or so with a great private equity owner. The time was right. I do wish, just like I wished we'd gotten into the interim solution way earlier, I do wish this one was earlier, too. I'm excited about where collectively both organizations are going to go. Thank you. Mr. Burnison, it appears we have no further questions. Okay. Thank you all, particularly given the short notice, we had to do it this way. I would just say that the real catalyst for business is people. Despite all the technological innovations yesterday, today, tomorrow, it starts with people. What we have here is incredible people, deep data, unique technology, and capability that we currently don't have in lockstep and overwhelming industry and geographic coverage. With that, thank you for your time, and we look forward to speaking to you soon. Thank you. Ladies and gentlemen, this conference call will be available for replay for one week starting today, running through the day July 6th, 2026, ending at midnight. You may access the echo replay service by dialing 800-770-2030 and entering the access code 6809721, followed by the pound key. Additionally, a replay of the webcast will be archived on the company's website at www.kornferry.com in the investor relations section and is expected to be available after 10:30 A.M. today through 10:30 A.M. EST, Wednesday, July 29th. This does conclude today's call. Thank you for your participation, and you may now disconnect.