2. Basic and Diluted Earnings Per Share

Accounting Standards Codification 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 per share. We have granted and expect to continue to grant to certain employees under our restricted stock agreements, grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities. Therefore, we are required to apply the two-class method in calculating earnings per share. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings 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 per common share was computed using the two-class method by dividing basic net earnings attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share was computed using the two-class method by dividing diluted net earnings 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.

During the three and six months ended October 31, 2016, restricted stock awards of 0.6 million were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive. During the three and six months ended October 31, 2015, restricted stock awards of 0.5 million were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

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


	Three Months Ended October 31,				Six Months Ended October 31,
	2016		2015		2016		2015
	(in thousands, except per share data)
Net income attributable to Korn/Ferry International	$	30,152	$	17,971	$	33,360	$	41,053
Less: distributed and undistributed earnings to nonvested restricted stockholders		270		167		283		390

Basic net earnings attributable to common stockholders		29,882		17,804		33,077		40,663
Add: undistributed earnings to nonvested restricted stockholders		220		118		188		292
Less: reallocation of undistributed earnings to nonvested restricted stockholders		218		117		186		289

Diluted net earnings attributable to common stockholders	$	29,884	$	17,805	$	33,079	$	40,666


Weighted-average common shares outstanding:
Basic weighted-average number of common shares outstanding		56,614		49,981		56,401		49,737
Effect of dilutive securities:
Restricted stock		335		330		409		433
Stock options		18		49		26		58
ESPP		16		2		27		5

Diluted weighted-average number of common shares outstanding		56,983		50,362		56,863		50,233


Net earnings per common share:
Basic earnings per share	$	0.53	$	0.36	$	0.59	$	0.82

Diluted earnings per share	$	0.52	$	0.35	$	0.58	$	0.81