KORN FERRY 10-K

Item 9A. Controls and Procedures a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, management, 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 conducted as of the end of the period covered by this Annual Report on Form 10-K, 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 of 1934 (the “Exchange Act”)) were effective as of April 30, 2023. b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the fourth fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. See Management’s Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting on pages F-2 and F-3, respectively. Item 9B. Other Information None. 49 Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 50 PART III. Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item will be included under the captions “The Board of Directors,” "Culture of Integrity and Code of Business Conduct and Ethics," "Board Committees," and, when applicable, “Delinquent Section 16(a) Reports” in our 2023 Proxy Statement and is incorporated herein by reference. The information under the heading “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K is also incorporated by reference in this section. We have adopted a “Code of Business Conduct and Ethics” that applies to all of our directors, officers and employees, including our principal executive officer (who is our Chief Executive Officer), principal financial officer, and principal accounting officer (who is our Chief Financial Officer) and senior financial officers, or persons performing similar functions. The Code of Business Conduct and Ethics is available on the Investor Relations portion of our website at http://ir.kornferry.com . If, or when, applicable we will disclose amendments to certain provisions of the Code of Business Conduct and Ethics and waivers of the Code of Business Conduct and Ethics granted to executive officers and directors on our website within four business days following the date of the amendment or waiver. Item 11. Executive Compensation The information required by this Item will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive Officers and Directors,” "Assessment of Risk Related to Compensation Programs," and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" and is incorporated herein by reference. Item 13 . Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be included under the captions “Certain Relationships and Related Transactions," "Related Person Transaction Approval Policy," "Director Independence," and "Board Committees," and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item will be included under the captions “Fees Paid to Ernst & Young” and “Audit Committee Pre-Approval Policies and Procedures” and is incorporated herein by reference. 51 PART IV. Item 15. Exhibits and Financial Statement Schedules Financial Statements. a) The following documents are filed as part of this report: 1. Index to Financial Statements : Page See Consolidated Financial Statements included as part of this Annual Report on Form 10-K. F- 1 2. Index to Financial Statement Schedules: All schedules have been omitted because the required information is included in the financial statements or notes thereto, or because it is not required. _ 3. Index to Exhibits: See exhibits listed under Part (b) below. 52 b) Exhibits: Exhibit Number Description 2.1+ Stock Purchase Agreement by and between HG (Bermuda) Limited and Korn/Ferry International, dated as of September 23, 2015, filed as Exhibit 2.1 to the Company’s Form 8-K, filed September 24, 2015. 2.2+ Letter Agreement dated November 30, 2015, by and between Korn/Ferry International and HG (Bermuda) Limited, filed as Exhibit 2.1 to the Company’s Form 8-K, filed December 2, 2015. 2.3+ Letter Agreement dated April 19, 2018, by and between Korn/Ferry International and HG (Bermuda) Limited. 3.1+ Restated Certificate of Incorporation of the Company, dated January 7, 2019, filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, filed March 11, 2019. 3.2+ Eighth Amended and Restated Bylaws, effective May 26, 2023, filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed May 30, 2023. 4.1+ Form of Common Stock Certificate of the Company, filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 4.2+ Description of Securities, filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 4.3+ 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*+ Form of Indemnification Agreement between the Company and some of its executive officers and directors, filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (No. 333-61697), filed December 24, 1998. 10.2*+ Form of U.S. and International Worldwide Executive Benefit Retirement Plan, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A (No. 333-61697), filed September 4, 1998. 10.3*+ Form of U.S. and International Worldwide Executive Benefit Life Insurance Plan, filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.4*+ Worldwide Executive Benefit Disability Plan (in the form of Long-Term Disability Insurance Policy), filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.5*+ Form of U.S. and International Enhanced Executive Benefit and Wealth Accumulation Plan, filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.6*+ Form of U.S. and International Senior Executive Incentive Plan, filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.7*+ Executive Salary Continuation Plan, filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.8*+ Form of Amended and Restated Stock Repurchase Agreement, filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.9*+ Form of Standard Employment Agreement, filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 52 10.10*+ Form of U.S. and Foreign Executive Participation Program, filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998. 10.11*+ Korn/Ferry International Second Amended and Restated Performance Award Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, filed August 12, 2004. 10.12*+ Form of Indemnification Agreement between the Company and some of its executive officers and directors, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed March 12, 2004. 10.13*+ Form of Restricted Stock Unit Award Agreement to Directors Under the Performance Award Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed December 10, 2007. 10.14*+ Form of Stock Option Agreement to Employees and Non-Employee Directors Under the Korn/Ferry International 2008 Stock Incentive Plan, filed as Exhibit 10.3 to the Company’s Form 8-K, filed June 12, 2009. 10.15*+ Korn/Ferry International Executive Capital Accumulation Plan, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-111038), filed December 10, 2003. 10.16*+ Korn Ferry Amended and Restated Employee Stock Purchase Plan, filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed June 28, 2019. 10.17*+ Second Amended and Restated Korn/Ferry International 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Company’s Form 8-K, filed October 2, 2012. 10.18*+ Form of Restricted Stock Unit Award Agreement to Non-Employee Directors Under the 2008 Stock Incentive Plan, filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K, filed June 25, 2013. 10.19*+ Form of Restricted Stock Unit Award Agreement to Employees Under the 2008 Stock Incentive Plan, filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K, filed June 25, 2013. 10.20*+ Amended and Restated Korn Ferry Executive Capital Accumulation Plan, as of January 1, 2019, filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed June 28, 2019. 10.21*+ Amended and Restated Korn Ferry Executive Capital Accumulation Plan, as of December 4, 2019, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2020. 10.22*+ Form of Indemnification Agreement between the Company and some of its directors and executive officers, filed as Exhibit 10.1 to the Company’s Form 8-K, filed June 15, 2015. 10.23*+ Korn Ferry Long Term Performance Unit Plan, filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 10.24*+ Korn Ferry Long Term Performance Unit Plan Form of Unit Award Agreement, filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K, filed June 28,2019. 10.25*+ Amended and Restated Korn Ferry Long Term Performance Unit Plan, as of December 4, 2019, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed March 11, 2020. 10.26*+ Third Amendment and Restated Korn Ferry 2008 Stock Incentive Plan, filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed June 28, 2019. 10.27*+ Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Form 8-K, filed October 7, 2019. 10.28*+ Summary of Non-Employee Director Compensation Program Effective December 7, 2016, filed as Exhibit 10.1 to the Company’s 10-Q, filed March 10, 2017. 10.29*+ Form of Restricted Stock Unit Award Agreement to Non-Employee Directors under the 2008 Stock Incentive Plan, filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 10.30*+ Form of Performance Restricted Stock Unit Award Agreement Under the 2008 Stock Incentive Plan, filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 10.31*+ Form of Restricted Stock Unit Award Agreement to Employees Under the 2008 Stock Incentive Plan, filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 10.32*+ Form of Restricted Stock Award Agreement to Employees Under the 2008 Stock Incentive Plan, filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K, filed June 28, 2019. 10.33+ 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. 10.34*+ Amended and Restated Korn Ferry Long Term Performance Unit Plan, effective June 1, 2020, filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed July 15, 2020. 10.35*+ Korn Ferry Amended and Restated Employee Stock Purchase Plan, effective July 1, 2020, filed as Exhibit 10.45 to the Company’s Annual Report on Form 10-K, filed July 15, 2020. 53 10.36*+ Amended and Restated Korn Ferry Executive Capital Accumulation Plan, effective July 1, 2021, filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K, filed June 28, 2021. 10.37*+ Amended and Restated Korn Ferry Long Term Performance Unit Plan, effective July 1, 2021, filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed June 28, 2021. 10.38*+ Form of Unit Award Agreement under Amended and Restated Korn Ferry Long Term Performance Unit Plan, filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K , filed June 28, 2021 . 10.39*+ Amended and Restated Employment Agreement dated June 28, 2021 between the Company and Gary Burnison, filed as Exhibit 10.53 to the Company’s Annual Report on Form 10-K, filed June 28, 2021. 10.40*+ Amended and Restated Employment Agreement dated June 28, 2021 between the Company and Robert Rozek, filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K, filed June 28, 2021 . 10.41*+ Employment Agreement dated June 28, 2021 between the Company and Byrne Mulrooney, filed as Exhibit 10.55 to the Company’s Annual Report on Form 10-K , filed June 28, 2021 . 10.42*+ Employment Agreement dated June 28, 2021 between the Company and Mark Arian, filed as Exhibit 10.56 to the Company’s Annual Report on Form 10-K , filed June 28, 2021 . 10.43+ First Amendment to Credit Agreement, dated June 24, 2022, by and among Korn Ferry, Bank of America, N.A., as administrative agent, and other lender parties thereto , filed as Exhibit 10. 43 to the Company’s Annual Report on Form 10-K , filed June 28, 202 2 . 10.44*+ Korn Ferry 2022 Stock Incentive Plan, effective September 22, 2022, filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed September 26, 2022. 10.45*+ Korn Ferry Amended and Restated Employees Stock Purchase Plan, effective September 22, 2022, filed as Exhibit 10.2 to the Company's Report on Form 8-K, filed September 26, 2022. 10.46*+ Korn Ferry 2022 Stock Incentive Plan US RSA Notice and Restricted Stock Award Agreement, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022. 10.47*+ Korn Ferry 2022 Stock Incentive Plan US and Foreign RSU Performance Award Notice TSR and Restricted Stock Unit Performance Award Agreement, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022. 10.48*+ Korn Ferry 2022 Stock Incentive Plan Foreign RSU Notice and Restricted Stock Unit Award Agreement, filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022. 10.49*+ Korn Ferry 2022 Stock Incentive Plan BOD RSU Notice and Nonemployee Director Restricted Stock Unit Award Agreement, filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022. 10.50*+ Summary of Non-Employee Director Compensation Program as effective December 15, 2022, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed March 10, 2023. 10.51* Employment Agreement dated July 1, 2022 between the Company and Michael Distefano . 21.1 Subsidiaries of Korn Ferry. 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 24.1 Power of Attorney (contained on signature page). 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 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 This cover page from the Company’s Annual Report on Form 10-K for the year ended April 30, 2023, had been formatted in Inline XBRL and included as Exhibit 101. _______________________________ * Management contract, compensatory plan or arrangement. + Incorporated herein by reference. Item 16. Form 10-K Summary None 54 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Korn Ferry By: /s/ Robert P. Rozek Robert P. Rozek Executive Vice President, Chief Financial Officer and Chief Corporate Officer Date: June 28, 2023 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Jonathan M. Kuai and Gary D. Burnison, and each of them, as lawful attorney-in-fact and agent for each of the undersigned (with full power of substitution and resubstitution, for and in the name, place and stead of each of the undersigned officers and directors), to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, any and all amendments, supplements and exhibits to this report and any and all other documents in connection therewith, hereby granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in order to effectuate the same as fully and to all intents and purposes as each of the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any of their substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ JERRY P. LEAMON Chairman of the Board and Director June 28, 2023 Jerry P. Leamon /s/ GARY D. BURNISON President & Chief Executive Officer (Principal Executive Officer) and Director June 28, 2023 Gary D. Burnison /s/ ROBERT P. ROZEK Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Principal Financial Officer and Principal Accounting Officer) June 28, 2023 Robert P. Rozek /s/ DOYLE N. BENEBY Director June 28, 2023 Doyle N. Beneby /s/ LAURA M. BISHOP Director June 28, 2023 Laura M. Bishop /s/ CHARLES L. HARRINGTON Director June 28, 2023 Charles L. Harrington /s/ ANGEL R. MARTINEZ Director June 28, 2023 Angel R. Martinez /s/ DEBRA J. PERRY Director June 28, 2023 Debra J. Perry /s/ LORI J. ROBINSON Director June 28, 2023 Lori J. Robinson 55 KORN FERRY AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 Page Management’s Report on Internal Control over Financial Reporting F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 3 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F- 4 Consolidated Balance Sheets as of April 30, 2023 and 2022 F- 6 Consolidated Statements of Income for the years ended April 30, 2023, 2022, and 2021 F- 7 Consolidated Statements of Comprehensive Income for the years ended April 30, 2023, 2022, and 2021 F- 8 Consolidated Statements of Stockholders’ Equity for the years ended April 30, 2023, 2022, and 2021 F- 9 Consolidated Statements of Cash Flows for the years ended April 30, 2023, 2022, and 2021 F- 10 Notes to Consolidated Financial Statements F- 11 F-1 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Korn Ferry (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or supervised by, the issuer’s principal executive and principal financial officers, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting is supported by written policies and procedures, that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of the Company’s annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management did not identify any material weakness in the Company’s internal control over financial reporting, and management has concluded that the Company’s internal control over financial reporting was effective as of April 30, 2023. Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s financial statements for the year ended April 30, 2023 included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of April 30, 2023, a copy of which is included in this Annual Report on Form 10-K. June 28, 2023 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Korn Ferry Opinion on Internal Control over Financial Reporting We have audited Korn Ferry and subsidiaries’ internal control over financial reporting as of April 30, 2023, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Korn Ferry and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of April 30, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended April 30, 2023, and the related notes and our report dated June 28, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California June 28, 2023 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Korn Ferry Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Korn Ferry and subsidiaries (the Company) as of April 30, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended April 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 28, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue recognition Description of the Matter As described in Note 1 to the consolidated financial statements, the Company recognizes revenue when control of the goods and services are transferred to the customer. Revenue recognition includes management estimates of uptick fee variable consideration for Search engagements and estimates of the total hours at completion used to recognize revenue as services are rendered under Consulting contracts. Auditing revenue recognition was complex due to the volume of transactions within the various revenue streams with each revenue stream representing a different pattern of revenue recognition. Auditing revenue recognition also incorporates testing the underlying data supporting management estimates mentioned above that are used in recognizing revenues under Search and Consulting contracts. F-4 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s processes and controls related to the recognition of each revenue stream, including, among others, controls over management review of contractual terms, management’s determination of when control of goods and services are transferred to customers as well as management’s review of the accuracy and completeness of underlying data used in the estimates mentioned above. Our audit procedures included, among others, testing a sample of contracts to determine whether terms that may affect revenue recognition were identified and properly considered, performance obligations were appropriately identified in the Company’s evaluation of the accounting for the contracts and revenue was recognized when control of the goods or services is transferred to the customer. In addition, we tested management estimates mentioned above. For Search contracts, we compared the estimates of uptick fee revenues to historical actual data for a portfolio of similar contracts. For Consulting contracts, we compared the data used in the estimate of the total hours at completion to time reports for work completed to date, recalculated the percentage of completion and assessed the reasonableness of management’s estimates to complete based on an understanding of the current status of the contracts. We also performed analysis over contracts completed during the year to determine whether there are significant changes in the estimate from initiation to completion of contracts. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Los Angeles, California June 28, 2023 F-5 KORN FERRY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS April 30, 2023 2022 (in thousands, except per share data) ASSETS Cash and cash equivalents $ 844,024 $ 978,070 Marketable securities 44,837 57,244 Receivables due from clients, net of allowance for doubtful accounts of $ 44,377 and $ 36,384 at April 30, 2023 and 2022, respectively 569,601 590,260 Income taxes and other receivables 67,512 31,884 Unearned compensation 63,476 60,749 Prepaid expenses and other assets 49,219 41,763 Total current assets 1,638,669 1,759,970 Marketable securities, non-current 179,040 175,783 Property and equipment, net 161,876 138,172 Operating lease right-of-use assets, net 142,690 167,734 Cash surrender value of company-owned life insurance policies, net of loans 197,998 183,308 Deferred income taxes 102,057 84,712 Goodwill 909,491 725,592 Intangible assets, net 114,426 89,770 Unearned compensation, non-current 103,607 118,238 Investments and other assets 24,590 21,267 Total assets $ 3,574,444 $ 3,464,546 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 53,386 $ 50,932 Income taxes payable 19,969 34,450 Compensation and benefits payable 532,934 547,826 Operating lease liability, current 45,821 48,609 Other accrued liabilities 324,150 302,408 Total current liabilities 976,260 984,225 Deferred compensation and other retirement plans 396,534 357,175 Operating lease liability, non-current 119,220 151,212 Long-term debt 396,194 395,477 Deferred tax liabilities 5,352 2,715 Other liabilities 27,879 24,153 Total liabilities 1,921,439 1,914,957 Commitments and contingencies Stockholders' equity Common stock: $ 0.01 par value, 150,000 shares authorized, 76,693 and 75,409 shares issued and 52,269 and 53,190 shares outstanding at April 30, 2023 and 2022, respectively 429,754 502,008 Retained earnings 1,311,081 1,134,523 Accumulated other comprehensive loss, net ( 92,764 ) ( 92,185 ) Total Korn Ferry stockholders' equity 1,648,071 1,544,346 Noncontrolling interest 4,934 5,243 Total stockholders' equity 1,653,005 1,549,589 Total liabilities and stockholders' equity $ 3,574,444 $ 3,464,546 The accompanying notes are an integral part of these consolidated financial statements. F-6 KORN FERRY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Year Ended April 30, 2023 2022 2021 (in thousands, except per share data) Fee revenue $ 2,835,408 $ 2,626,718 $ 1,810,047 Reimbursed out-of-pocket engagement expenses 28,428 16,737 9,899 Total revenue 2,863,836 2,643,455 1,819,946 Compensation and benefits 1,901,203 1,741,452 1,297,880 General and administrative expenses 268,458 237,272 191,776 Reimbursed expenses 28,428 16,737 9,899 Cost of services 238,499 114,399 72,030 Depreciation and amortization 68,335 63,521 61,845 Restructuring charges, net 42,573 — 30,732 Total operating expenses 2,547,496 2,173,381 1,664,162 Operating income 316,340 470,074 155,784 Other income (loss), net 5,261 ( 11,880 ) 37,194 Interest expense, net ( 25,864 ) ( 25,293 ) ( 29,278 ) Income before provision for income taxes 295,737 432,901 163,700 Income tax provision 82,683 102,056 48,138 Net income 213,054 330,845 115,562 Net income attributable to noncontrolling interest ( 3,525 ) ( 4,485 ) ( 1,108 ) Net income attributable to Korn Ferry $ 209,529 $ 326,360 $ 114,454 Earnings per common share attributable to Korn Ferry: Basic $ 3.98 $ 6.04 $ 2.11 Diluted $ 3.95 $ 5.98 $ 2.09 Weighted-average common shares outstanding: Basic 51,482 52,807 52,928 Diluted 51,883 53,401 53,405 Cash dividends declared per share: $ 0.60 $ 0.48 $ 0.40 The accompanying notes are an integral part of these consolidated financial statements. F-7 KORN FERRY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended April 30, 2023 2022 2021 (in thousands) Net income $ 213,054 $ 330,845 $ 115,562 Other comprehensive (loss) income: Foreign currency translation adjustments ( 3,256 ) ( 59,227 ) 50,069 Deferred compensation and pension plan adjustments, net of tax 3,420 19,096 5,419 Net unrealized gain (loss) on marketable securities, net of tax 144 ( 410 ) ( 53 ) Comprehensive income 213,362 290,304 170,997 Less: comprehensive income attributable to noncontrolling interest ( 4,412 ) ( 4,309 ) ( 1,191 ) Comprehensive income attributable to Korn Ferry $ 208,950 $ 285,995 $ 169,806 The accompanying notes are an integral part of these consolidated financial statements. F-8 KORN FERRY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Retained Earnings Accumulated Other Comprehensive Loss, Net Total Korn Ferry Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity Shares Amount (in thousands) Balance at May 1, 2020 54,450 $ 585,560 $ 742,993 $ ( 107,172 ) $ 1,221,381 $ 2,310 $ 1,223,691 Net income — — 114,454 — 114,454 1,108 115,562 Other comprehensive income — — — 55,352 55,352 83 55,435 Dividends paid to shareholders — — ( 22,498 ) — ( 22,498 ) — ( 22,498 ) Dividends paid to noncontrolling interest — — — — — ( 1,115 ) ( 1,115 ) Purchase of stock ( 1,146 ) ( 35,376 ) — — ( 35,376 ) — ( 35,376 ) Issuance of stock 704 6,560 — — 6,560 — 6,560 Stock-based compensation — 26,516 — — 26,516 — 26,516 Balance at April 30, 2021 54,008 583,260 834,949 ( 51,820 ) 1,366,389 2,386 1,368,775 Net income — — 326,360 — 326,360 4,485 330,845 Other comprehensive loss — — — ( 40,365 ) ( 40,365 ) ( 176 ) ( 40,541 ) Dividends paid to shareholders — — ( 26,786 ) — ( 26,786 ) — ( 26,786 ) Dividends paid to noncontrolling interest — — — — — ( 1,452 ) ( 1,452 ) Purchase of stock ( 1,743 ) ( 117,301 ) — — ( 117,301 ) — ( 117,301 ) Issuance of stock 925 7,688 — — 7,688 — 7,688 Stock-based compensation — 28,361 — — 28,361 — 28,361 Balance at April 30, 2022 53,190 502,008 1,134,523 ( 92,185 ) 1,544,346 5,243 1,549,589 Net income — — 209,529 — 209,529 3,525 213,054 Other comprehensive (loss) income — — — ( 579 ) ( 579 ) 887 308 Dividends paid to shareholders — — ( 32,971 ) — ( 32,971 ) — ( 32,971 ) Dividends paid to noncontrolling interest — — — — — ( 4,721 ) ( 4,721 ) Purchase of stock ( 2,082 ) ( 116,139 ) — — ( 116,139 ) — ( 116,139 ) Issuance of stock 1,161 8,452 — — 8,452 — 8,452 Stock-based compensation — 35,433 — — 35,433 — 35,433 Balance at April 30, 2023 52,269 $ 429,754 $ 1,311,081 $ ( 92,764 ) $ 1,648,071 $ 4,934 $ 1,653,005 The accompanying notes are an integral part of these consolidated financial statements. F-9 KORN FERRY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended April 30, 2023 2022 2021 (in thousands) Cash flows from operating activities: Net income $ 213,054 $ 330,845 $ 115,562 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 68,335 63,521 61,845 Stock-based compensation expense 36,285 29,210 27,157 Impairment of right-of-use assets 5,471 7,392 — Impairment of fixed assets 4,375 1,915 — Provision for doubtful accounts 22,493 21,552 15,763 Gain on cash surrender value of life insurance policies ( 10,576 ) ( 5,819 ) ( 13,017 ) (Gain) loss on marketable securities ( 2,874 ) 11,978 ( 38,529 ) Deferred income taxes ( 14,403 ) ( 16,963 ) ( 14,140 ) Change in other assets and liabilities: Deferred compensation 52,291 27,197 64,005 Receivables due from clients 33,483 ( 138,627 ) ( 67,331 ) Income taxes and other receivables ( 25,615 ) 3,969 5,798 Prepaid expenses and other assets ( 5,884 ) ( 9,534 ) ( 3,902 ) Unearned compensation 11,904 ( 23,425 ) ( 32,935 ) Income taxes payable ( 15,304 ) 12,751 ( 1,824 ) Accounts payable and accrued liabilities ( 27,821 ) 191,447 122,687 Other ( 1,320 ) ( 5,751 ) 10,294 Net cash provided by operating activities 343,894 501,658 251,433 Cash flows from investing activities: Cash paid for acquisitions, net of cash acquired ( 254,750 ) ( 133,802 ) — Purchase of property and equipment ( 70,382 ) ( 49,406 ) ( 31,122 ) Purchase of marketable securities ( 53,530 ) ( 82,015 ) ( 103,499 ) Proceeds from sales/maturities of marketable securities 65,878 92,472 69,683 Premium on company-owned life insurance policies ( 15,219 ) ( 15,218 ) ( 15,353 ) Proceeds from life insurance policies 4,376 3,382 18,707 Dividends received from unconsolidated subsidiaries 150 255 205 Net cash used in investing activities ( 323,477 ) ( 184,332 ) ( 61,379 ) Cash flows from financing activities: Repurchases of common stock ( 95,463 ) ( 96,258 ) ( 30,387 ) Payments of tax withholdings on restricted stock ( 22,232 ) ( 18,532 ) ( 4,989 ) Proceeds from issuance of common stock upon exercise of employee stock options and in connection with an employee stock purchase plan 7,606 6,919 5,706 Payments on life insurance policy loans ( 2,760 ) ( 178 ) ( 12,279 ) Principal payments on finance leases ( 1,639 ) ( 1,157 ) ( 1,324 ) Dividends paid to shareholders ( 32,971 ) ( 26,786 ) ( 22,498 ) Dividends paid to noncontrolling interest ( 4,721 ) ( 1,452 ) ( 1,115 ) Net cash used in financing activities ( 152,180 ) ( 137,444 ) ( 66,886 ) Effect of exchange rate changes on cash and cash equivalents ( 2,283 ) ( 52,590 ) 38,366 Net (decrease) increase in cash and cash equivalents ( 134,046 ) 127,292 161,534 Cash and cash equivalents at beginning of year 978,070 850,778 689,244 Cash and cash equivalents at end of the year $ 844,024 $ 978,070 $ 850,778 Supplemental cash flow information: Cash used to pay interest $ 25,409 $ 24,607 $ 25,207 Cash used to pay income taxes, net of refunds $ 134,741 $ 107,602 $ 55,317 The accompanying notes are an integral part of these consolidated financial statements. F-10 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 1. Organization and Summary of Significant Accounting Policies Nature of Business Korn Ferry, a Delaware corporation, 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 designed to help Korn Ferry focus on clients and collaborate intensively across the organization. This approach is intended to build on the best of the Company’s past and give the Company a clear path to the future with focused initiatives to increase 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 its consultants more frequent and expanded opportunities to engage with clients. In fiscal year 2023 and 2022, the Company acquired companies that have added critical mass to our existing professional search and interim operations, as described in Note 12. This provided the Company with the opportunity to reassess how it manages the Recruitment Process Outsourcing ("RPO") & Professional Search segment. Therefore, beginning in fiscal 2023, the Company separated RPO & Professional Search into two segments to align with the Company's strategy and the decisions of the Company's chief operating decision maker ("CODM"), who began to regularly make separate resource allocation decisions and assess performance separately between Professional Search & Interim and RPO. The Company now has eight reportable segments that operate through the following five lines of business: 1. Consulting aligns organizational structure, culture, performance and people to drive sustainable growth by addressing four fundamental needs: Organizational Strategy, Assessment and Succession, Leadership and Professional Development and Total Rewards. This work is enabled by a comprehensive set of Digital Performance Management Tools, based on some of the world’s leading intellectual property (“lP”) and data. The Consulting teams employ an integrated approach across core capabilities and integrated solutions, each one intended to strengthen the work and thinking in the next, to help clients execute their strategy in a digitally enabled world. 2. Digital develops technology-enabled Performance Management Tools that empower our clients. The digital products give clients direct access to Korn Ferry proprietary data, client data and analytics to deliver clear insights with the training and tools needed to align organizational structure with business strategy. 3. Executive Search helps organizations recruit board level, chief executive and other senior executive and general management talent to deliver lasting impact. The Company’s approach to placing talent is bringing together research-based IP, proprietary assessments and behavioral interviewing with practical experience to determine ideal organizational fit. Salary benchmarking then helps the Company build appropriate frameworks for compensation and retention. This business is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, the Middle East and Africa ("EMEA"), Executive Search Asia Pacific and Executive Search Latin America). 4. Professional Search & Interim delivers enterprise talent acquisition solutions for professional level middle and upper management. The Company helps clients source high-quality candidates at speed and scale globally, covering single-hire to multi-hire permanent placements and interim contractors. 5. RPO offers scalable recruitment outsourcing solutions leveraging customized technology and talent insights. The Company's scalable solutions, built on science and powered by best-in-class technology and consulting expertise, enable the Company to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit. Basis of Consolidation and Presentation The consolidated financial statements include the accounts of 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 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 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. F-11 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 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. Use of Estimates and Uncertainties 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. Revenue Recognition Substantially all fee revenue is derived from talent and organizational consulting services and 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, interim services 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 Standards Codification (“ASC”) 606 (“ASC 606”), Revenue from Contracts with Customers: 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 as 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 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 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. In addition to talent acquisition for permanent placement roles, the Professional Search & Interim segment also offers recruitment services for interim roles. Interim roles are short term in duration, generally less than 12 months. Generally, each interim role is a separate performance obligation. The Company recognizes fee revenue over the duration that the interim resources' services are provided which also aligns to the contracted invoicing plan and enforceable right to payment. 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. F-12 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Reimbursements 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. Allowance for Doubtful Accounts 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 the 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 condition for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables. After the Company exhausts all collection efforts, the amount of the allowance is reduced for balances written off as uncollectible. Cash and Cash Equivalents 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 April 30, 2023 and 2022, the Company’s investments in cash equivalents consisted of money market funds, and as of April 30, 2022 also consisted of commercial paper with initial maturity of less than 90 days for which market prices are readily available. Marketable Securities The Company currently has investments in marketable securities and mutual funds that are classified as either equity securities or available-for-sale 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 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 equity securities 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. 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 in other income (loss), 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 as of April 30, 2023 and 2022 and also included US Treasury and Agency securities as of April 30, 2022. 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 unless the change is due to credit loss. A credit loss is recorded in the statements of income in other income (loss), net; any amount in excess of the credit loss is recorded as unrealized 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. During fiscal 2023, 2022 and 2021, no amount was recognized as a credit loss for the Company’s available for sales debt securities. Fair Value of Financial Instruments 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: ▪ Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. F-13 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) ▪ Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ▪ Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. As of April 30, 2023 and 2022, 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. 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 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 are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments. Foreign Currency Forward Contracts Not Designated as Hedges 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, Derivatives and Hedging . 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. Business Acquisitions 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 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. Leases 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 on the 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 at 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. Property and Equipment, Net Property and equipment is carried at cost less accumulated depreciation. Leasehold improvements are amortized on a straight-line basis over the estimated useful life of the asset, or the lease term, whichever is shorter. Software development costs incurred for internal use projects are capitalized and once placed in service, amortized using the straight-line method over the estimated useful life, generally three to ten years . All other property and equipment is depreciated or amortized on a straight-line basis over the estimated useful lives of three to ten years . F-14 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Impairment of Long-Lived Assets Long-lived assets include property, equipment, ROU assets and software developed or obtained for internal use. In accordance with ASC 360, Property, Plant and Equipment , 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 fiscal 2023, the Company reduced its real estate footprint and as a result, the Company took an impairment charge of ROU assets of $ 5.5 million and an impairment of leasehold improvements and furniture and fixtures of $ 4.4 million, both recorded in the consolidated statements of income in general and administrative expenses. During fiscal 2022, the Company reduced its real estate footprint and as a result, the Company took an impairment charge of ROU assets of $ 7.4 million and an impairment of leasehold improvements and furniture and fixtures of $ 1.9 million, both recorded in the consolidated statements of income in general and administrative expenses. During fiscal 2021, there were no impairment charges recorded. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of assets acquired. 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, 2023, indicated that the fair value of each of the reporting units exceeded its carrying amount and no reporting units were at risk of failing the impairment test. As a result, no impairment charge was recognized. There was also no indication of potential impairment during the fourth quarter of fiscal 2023 that would require further testing. 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. The Company reviewed its intangible assets and noted no impairment as of April 30, 2023, 2022 and 2021. Compensation and Benefits Expense Compensation and benefits expense in the accompanying consolidated statements of income 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 and Professional Search consultants and revenue and other performance/profitability metrics for Consulting, Digital, Interim and RPO 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 $ 409.4 million, $ 447.6 million and $ 287.3 million for the years ended April 30, 2023, 2022 and 2021, respectively, included in compensation and benefits expense in the consolidated statements of income. F-15 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 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, commissions, 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 . Deferred Compensation and Pension Plans For financial accounting purposes, the Company estimates the present value of the future benefits payable under the deferred compensation and pension plans as of the estimated payment commencement date. The Company also estimates the remaining number of years a participant will be employed by the Company. Then, each year during the period of estimated employment, the Company accrues a liability and recognizes expense for a portion of the future benefit using the unit credit cost method for the Senior Executive Incentive Plan (“SEIP”), Wealth Accumulation Plan (“WAP”), Enhanced Wealth Accumulation Plan (“EWAP”) and Worldwide Executive Benefit Plan (“WEB”) and the pension plan acquired under Hay Group, while the medical and life insurance plan and Long Term Performance Unit Plan (“LTPU Plan”) uses the projected unit credit cost method. The amounts charged to operations are made up of service and interest costs and the expected return on plan assets. Actuarial gains and losses are initially recorded in accumulated other comprehensive loss. The actuarial gains/losses included in accumulated other comprehensive loss are amortized to the consolidated statements of income, if at the beginning of the year, the amount exceeds 10 % of the greater of the projected benefit obligation and market-related plan assets. The amortization included in periodic benefit cost is divided by the average remaining service of inactive plan participants, or the period for which benefits will be paid, if shorter. The expected return on plan assets takes into account the current fair value of plan assets and reflects the Company’s estimate for trust asset returns given the current asset allocation and any expected changes to the asset allocation and current and future market conditions. In calculating the accrual for future benefit payments, management has made assumptions regarding employee turnover, participant vesting, violation of non-competition provisions and the discount rate. Management periodically reevaluates all assumptions. If assumptions change in future reporting periods, the changes may impact the measurement and recognition of benefit liabilities and related compensation expense. Executive Capital Accumulation Plan The Company, under the ECAP, makes discretionary contributions and such contributions may be granted to key employees annually based on the employee’s performance. Certain key management may also receive Company contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis as they vest, generally over a five-year period. The 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 in 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. Cash Surrender Value of Life Insurance The Company purchased COLI policies or contracts insuring the lives of certain employees eligible to participate in certain of the deferred compensation and pension plans as a means of funding benefits under such plans. The Company purchased both fixed and variable life insurance contracts and does not purchase “split-dollar” life insurance policy contracts. The Company only holds contracts or policies that provide for a fixed or guaranteed rate of return. The CSV of these COLI contracts are carried at the amounts that would be realized if the contract were surrendered at the balance sheet date, net of the outstanding loans from the insurer. The Company has the intention and ability to continue to hold these COLI policies and contracts. Additionally, the loans secured by the policies do not have any scheduled payment terms and the Company also does not intend to repay the loans outstanding on these policies until death benefits under the policy have been realized. Accordingly, the investment in COLI is classified as long-term in the accompanying consolidated balance sheets. The change in the CSV of COLI contracts, net of insurance premiums paid and gains realized, is reported net in compensation and benefits expense. As of April 30, 2023 and 2022, the Company held contracts with net CSV of $ 198.0 million and $ 183.3 million, respectively. If the issuing insurance companies were to become insolvent, the Company would be considered a general creditor; therefore, these assets are subject to credit risk. Management, together with its outside advisors, routinely monitors the claims paying abilities of these insurance companies. Restructuring Charges, Net 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. F-16 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Stock-Based Compensation 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. Reclassification Certain reclassifications have been made to the amounts in the prior periods in order to conform to the current period's presentation. Translation of Foreign Currencies Generally, financial results of the Company’s foreign subsidiaries are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, while revenue and expenses are translated using the daily exchange rates during the fiscal year. Resulting translation adjustments are recorded as a component of accumulated comprehensive loss. Gains and losses from foreign currency transactions of the Company’s foreign subsidiaries and the translation of the financial results of subsidiaries operating in highly inflationary economies are included in general and administrative expense in the period incurred. During fiscal 2023, 2022 and 2021, the Company recorded foreign currency losses of $ 2.0 million, $ 1.2 million and $ 2.7 million respectively, in general and administrative expenses in the consolidated statements of income. Income Taxes There are two components of income tax expense: current and deferred. Current income tax expense (benefit) approximates taxes to be paid or refunded for the current period. Deferred income tax expense (benefit) results from changes in deferred tax assets and liabilities between periods. These gross deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future reversals of temporary differences in the basis of assets and liabilities as measured by tax laws and their basis as reported in the consolidated financial statements. Deferred tax assets are also recognized for tax attributes such as net operating loss carryforwards and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are presented net on the consolidated balance sheets by tax jurisdiction. Valuation allowances are then recorded to reduce deferred tax assets to the amounts management concludes are more likely than not to be realized. Income tax benefits are recognized and measured based upon a two-step model: (1) a tax position must be more-likely-than-not to be sustained based solely on its technical merits in order to be recognized and (2) the benefit is measured as the largest dollar amount of that position that is more-likely-than-not to be sustained upon settlement. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. The Company records income tax-related interest and penalties within income tax expense. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, investments, foreign currency forward contracts, receivables due from clients and net CSV due from insurance companies, which are discussed above. Cash equivalents include investments in money market securities and may include commercial papers while investments include mutual funds, commercial papers, corporate notes/bonds and may include US Treasury and Agency securities. Investments are diversified throughout many industries and geographic regions. The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits. The Company has not experiences any losses in such accounts. The Company conducts periodic reviews of its customers’ financial condition and customer payment practices to minimize collection risk on accounts receivable. As of April 30, 2023 and 2022, the Company had no other significant credit concentrations. Recently Proposed Accounting Standards - Not Yet Adopted In October 2021, the FASB issued an amendment in accounting for contract assets and contract liabilities from contracts with customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . The amendment of this standard becomes effective in fiscal years beginning after December 15, 2022. The amendment should be applied prospectively to business combinations that occur after the effective date. The Company will adopt this guidance in its fiscal year beginning May 1, 2023. The Company does not anticipate this accounting guidance will have a material impact on the consolidated financial statements. F-17 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 2. Basic and Diluted Earnings Per Share 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 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 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 fiscal 2023, 2022 and 2021, restricted stock awards of 1.2 million shares, 1.2 million shares and 1.3 million shares, respectively, 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: Year Ended April 30, 2023 2022 2021 (in thousands, except per share data) Net income attributable to Korn Ferry $ 209,529 $ 326,360 $ 114,454 Less: distributed and undistributed earnings to nonvested restricted stockholders 4,618 7,343 2,763 Basic net earnings attributable to common stockholders 204,911 319,017 111,691 Add: undistributed earnings to nonvested restricted stockholders 3,912 6,750 2,185 Less: reallocation of undistributed earnings to nonvested restricted stockholders 3,882 6,676 2,165 Diluted net earnings attributable to common stockholders $ 204,941 $ 319,091 $ 111,711 Weighted-average common shares outstanding: Basic weighted-average number of common shares outstanding 51,482 52,807 52,928 Effect of dilutive securities: Restricted stock 384 580 476 ESPP 17 14 1 Diluted weighted-average number of common shares outstanding 51,883 53,401 53,405 Net earnings per common share: Basic earnings per share $ 3.98 $ 6.04 $ 2.11 Diluted earnings per share $ 3.95 $ 5.98 $ 2.09 F-18 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 3. Comprehensive Income Comprehensive income is comprised of net income 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. Accumulated other comprehensive loss, net of taxes, is recorded as a component of stockholders’ equity. The components of accumulated other comprehensive loss, net were as follows: April 30, 2023 2022 (in thousands) Foreign currency translation adjustments $ ( 96,860 ) $ ( 92,717 ) Deferred compensation and pension plan adjustments, net of taxes 4,381 961 Marketable securities unrealized loss, net of tax ( 285 ) ( 429 ) Accumulated other comprehensive loss, net $ ( 92,764 ) $ ( 92,185 ) The following table summarizes the changes in each component of accumulated other comprehensive loss, net: Foreign Currency Translation Deferred Compensation and Pension Plan (1) Unrealized Gains (Losses) on Marketable Securities (2) Accumulated Other Comprehensive Loss (in thousands) Balance as of May 1, 2020 $ ( 83,652 ) $ ( 23,554 ) $ 34 $ ( 107,172 ) Unrealized gains (losses) arising during the period 49,986 2,660 ( 53 ) 52,593 Reclassification of realized net losses to net income — 2,759 — 2,759 Balance as of April 30, 2021 ( 33,666 ) ( 18,135 ) ( 19 ) ( 51,820 ) Unrealized (losses) gains arising during the period ( 59,051 ) 17,747 ( 411 ) ( 41,715 ) Reclassification of realized net losses to net income — 1,349 1 1,350 Balance as of April 30, 2022 ( 92,717 ) 961 ( 429 ) ( 92,185 ) Unrealized (losses) gains arising during the period ( 4,143 ) 3,211 144 ( 788 ) Reclassification of realized net losses to net income — 209 — 209 Balance as of April 30, 2023 $ ( 96,860 ) $ 4,381 $ ( 285 ) $ ( 92,764 ) _______________________________ (1) The tax effects on unrealized gains were $ 1.1 million, $ 6.0 million and $ 1.1 million as of April 30, 2023, 2022 and 2021, respectively. The tax effects on reclassifications of realized net losses were $ 0.1 million, $ 0.5 million and $ 1.0 million as of April 30, 2023, 2022 and 2021, respectively. (2) The tax effects on unrealized gain (losses) were $ 0.1 million and $( 0.1 ) million as of April 30, 2023 and 2022, respectively. F-19 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 4. Employee Stock Plans Stock-Based Compensation The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of income for the periods indicated: Year Ended April 30, 2023 2022 2021 (in thousands) Restricted stock $ 35,433 $ 28,361 $ 26,516 ESPP 852 849 641 Total stock-based compensation expense $ 36,285 $ 29,210 $ 27,157 Stock Incentive Plan At the Company’s 2022 Annual Meeting of Stockholders, held on September 22, 2022, the Company’s stockholders approved the Korn Ferry 2022 Stock Incentive Plan (the "2022 Plan"), which, among other things, increased the total number of shares of the Company’s common stock available for stock-based awards by 1,700,000 shares, leaving 2,248,284 shares available for issuance, subject to certain changes in the Company’s capital structure and other extraordinary events. The 2022 Plan requires 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. Restricted Stock The Company grants time-based restricted stock awards to executive officers and other senior employees that generally vest 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 is summarized below: April 30, 2023 2022 2021 Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value (in thousands, except per share data) Non-vested, beginning of year 1,980 $ 40.32 2,370 $ 34.34 1,365 $ 44.59 Granted 1,143 $ 49.12 483 $ 65.05 1,606 $ 27.63 Vested ( 1,006 ) $ 37.72 ( 821 ) $ 43.76 ( 516 ) $ 39.78 Forfeited ( 54 ) $ 52.58 ( 52 ) $ 34.30 ( 85 ) $ 22.35 Non-vested, end of year 2,063 $ 50.12 1,980 $ 40.32 2,370 $ 34.34 As of April 30, 2023, there were 0.4 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $ 17.7 million. F-20 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) As of April 30, 2023, there was $ 69.8 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 years. During fiscal 2023 and 2022, 372,556 shares and 271,794 shares of restricted stock totalling $ 22.2 million and $ 18.5 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to the vesting of restricted stock. Employee Stock Purchase Plan 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. 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 became effective July 1, 2020. At the Company's 2022 Annual Meeting of Stockholders, held on September 22, 2022, the Company's stockholders approved the Korn Ferry Amended and Restated Employee Stock Purchase Plan, which, among other things, increased the total number of shares of the Company's common stock that may be purchased thereunder by 1,500,000 shares. 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 4.5 million shares. During fiscal 2023, 2022, and 2021, employees purchased 154,720 shares at an average price of $ 49.16 per share, 103,826 shares at an average price of $ 66.64 per share and 188,608 shares at an average price of $ 30.25 per share, respectively. As of April 30, 2023, the ESPP had approximately 1.8 million shares remaining available for future issuance. Common Stock During fiscal 2023, 2022 and 2021, the Company repurchased (on the open market or privately negotiated transactions) 1,709,867 shares of the Company’s common stock for $ 93.9 million, 1,470,983 shares for $ 98.8 million and 973,451 shares for $ 30.4 million, respectively. 5. Financial Instruments The following tables show the Company’s financial instruments and balance sheet classification as of April 30, 2023 and 2022: April 30, 2023 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 (in thousands) Changes in Fair Value Recorded in Other Comprehensive Loss Level 2: Commercial paper $ 11,751 $ — $ ( 30 ) $ 11,721 $ — $ 11,721 $ — $ — Corporate notes/bonds 24,754 — ( 355 ) 24,399 — 21,492 2,907 — Total debt investments $ 36,505 $ — $ ( 385 ) $ 36,120 $ — $ 33,213 $ 2,907 $ — Changes in Fair Value Recorded in Net Income Level 1: Mutual funds (1) $ 187,757 $ — $ 11,624 $ 176,133 $ — Total equity investments $ 187,757 $ — $ 11,624 $ 176,133 $ — Cash $ 696,180 $ 696,180 $ — $ — $ — Money market funds 147,844 147,844 — — — Level 2: Foreign currency forward contracts 2,133 — — — 2,133 Total $ 1,070,034 $ 844,024 $ 44,837 $ 179,040 $ 2,133 F-21 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) April 30, 2022 Fair Value Measurement Balance Sheet Classification Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities, Current Marketable Securities, Non-current Other Accrued Liabilities (in thousands) Changes in Fair Value Recorded in Other Comprehensive Loss Level 2: Commercial paper $ 41,627 $ — $ ( 126 ) $ 41,501 $ 15,489 $ 26,012 $ — $ — Corporate notes/bonds 37,736 — ( 450 ) 37,286 — 20,242 17,044 — U.S. Treasury and Agency Securities 995 — ( 8 ) 987 — 987 — — Total debt investments $ 80,358 $ — $ ( 584 ) $ 79,774 $ 15,489 $ 47,241 $ 17,044 $ — Changes in Fair Value Recorded in Net Income Level 1: Mutual funds (1) $ 168,742 $ — $ 10,003 $ 158,739 $ — Total equity investments $ 168,742 $ — $ 10,003 $ 158,739 $ — Cash $ 874,490 $ 874,490 $ — $ — $ — Money market funds 88,091 88,091 — — — Level 2: Foreign currency forward contracts ( 204 ) — — — ( 204 ) Total $ 1,210,893 $ 978,070 $ 57,244 $ 175,783 $ ( 204 ) _______________________________ (1) These investments are held in trust for settlement of the Company’s vested obligations of $ 172.2 million and $ 160.8 million as of April 30, 2023 and 2022, respectively, under the ECAP (see Note 6 — Deferred Compensation and Retirement Plans ). Unvested obligations under the deferred compensation plans totaled $ 21.9 million and $ 24.0 million as of April 30, 2023 and 2022, respectively. During fiscal 2023 and 2021, the fair value of the investments increased; therefore, the Company recognized income of $ 2.9 million and $ 38.5 million, respectively, which was recorded in other income (loss), net. During fiscal 2022, the fair value of the investments decreased; therefore, the Company recognized a loss of $ 12.0 million which was recorded in other income (loss), net. 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 April 30, 2023 and 2022 marketable securities classified as available-for-sale consisted of commercial paper and corporate notes/bonds, and also included US Treasury and Agency securities as of April 30, 2022, 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 April 30, 2023, available-for-sale marketable securities had remaining maturities ranging from 1 month to 13 months. During fiscal 2023, 2022 and 2021, there were $ 58.6 million, $ 79.3 million and $ 60.6 million in sales/maturities of available-for-sale marketable securities, respectively. Investments in marketable securities 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 equity securities to mirror these elections. As of April 30, 2023 and 2022, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available. Unrealized losses that relate to equity securities still held as of April 30, 2023 and 2022, was $ 3.8 million and $ 27.3 million, respectively, while unrealized gains that relate to equity securities held as of April 30, 2021, was $ 32.7 million. F-22 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Foreign Currency Forward Contracts Not Designated as Hedges The fair value of derivatives not designated as hedge instruments are as follows: April 30, 2023 2022 (in thousands) Derivative assets: Foreign currency forward contracts $ 2,813 $ 1,639 Derivative liabilities: Foreign currency forward contracts $ 680 $ 1,843 As of April 30, 2023, the total notional amounts of the forward contracts purchased and sold were $ 112.7 million and $ 41.1 million, respectively. As of April 30, 2022, the total notional amounts of the forward contracts purchased and sold were $ 89.7 million and $ 35.8 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 master netting agreements. During fiscal 2023 and 2021, the Company incurred gains of $ 2.1 million and $ 2.7 million, respectively, related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income. During fiscal 2022, the Company incurred losses of $ 0.2 million, related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income. These foreign currency gains/losses offset foreign currency losses/gains 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 cash flows from operating activities. 6. Deferred Compensation and Retirement Plans 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. The total benefit obligations for these plans were as follows: Year Ended April 30, 2023 2022 (in thousands) Deferred compensation and pension plans $ 227,255 $ 189,608 Medical and Life Insurance plan 4,838 5,365 International retirement plans 13,617 14,395 Executive Capital Accumulation Plan 178,043 166,723 Total benefit obligation 423,753 376,091 Less: current portion of benefit obligation (1) ( 27,219 ) ( 18,916 ) Non-current benefit obligation $ 396,534 $ 357,175 _______________________________ (1) Current portion of benefit obligation is included in Compensation and benefits payable in the consolidated balance sheet. Deferred Compensation and Pension Plans The EWAP was established in fiscal 1994, which replaced the WAP. Certain vice presidents elected to participate in a “deferral unit” that required the participant to contribute a portion of their compensation for an eight year period, or in some cases, make an after-tax contribution, in return for defined benefit payments from the Company over a fifteen year period at retirement age of 65 or later. Participants were able to acquire additional “deferral units” every five years . Vice presidents who did not choose to roll over their WAP units into the EWAP continue to be covered under the earlier version in which participants generally vest and commence receipt of benefit payments at retirement age of 65. In June 2003, the Company amended the EWAP and WAP, so as not to allow new participants or the purchase of additional deferral units by existing participants. F-23 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) In conjunction with the acquisition of Hay Group, the Company acquired multiple pension and savings plans covering certain of its employees worldwide. Among these plans is a defined benefit pension plan for certain employees in the U.S. The assets of this plan are held separately from the assets of the sponsors in self-administered funds. On July 8, 2016, the Company established the LTPU Plan in order to promote the success of the Company by providing a select group of management and highly compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate and retain such employees. A unit award has a base value of either $ 25,000 or $ 50,000 for the purpose of determining the payment that would be made upon early termination for a partially vested unit award. The units vest 25 % on each anniversary date with the unit becoming fully vested on the fourth anniversary of the grant date, subject to the participant’s continued service as of each anniversary date. Each vested unit award will pay out an annual benefit of either $ 12,500 or $ 25,000 for each of five years commencing on the seventh anniversary of the grant date. Deferred Compensation and Pension Plans The following tables reconcile the benefit obligation for the deferred compensation and pension plans: Year Ended April 30, 2023 2022 (in thousands) Change in benefit obligation: Benefit obligation, beginning of year $ 211,598 $ 205,740 Service cost 40,843 37,952 Interest cost 9,511 4,028 Actuarial gain ( 6,083 ) ( 25,757 ) Administrative expenses paid ( 168 ) ( 196 ) Benefits paid from plan assets ( 1,901 ) ( 2,543 ) Benefits paid from cash ( 7,460 ) ( 7,626 ) Benefit obligation, end of year 246,340 211,598 Change in fair value of plan assets: Fair value of plan assets, beginning of year 21,990 26,746 Actual return on plan assets ( 836 ) ( 2,113 ) Benefits paid from plan assets ( 1,901 ) ( 2,543 ) Administrative expenses paid ( 168 ) ( 196 ) Employer contributions — 96 Fair value of plan assets, end of year 19,085 21,990 Funded status and balance, end of year (1) $ ( 227,255 ) $ ( 189,608 ) Current liability $ 15,447 $ 8,833 Non-current liability 211,808 180,775 Total liability $ 227,255 $ 189,608 Plan Assets - weighted-average asset allocation: Debt securities 44 % 42 % Equity securities 52 % 55 % Other 4 % 3 % Total 100 % 100 % _______________________________ (1) 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 funding benefits under such plans. As the COLI contracts are held in trust and are not separated from F-24 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) our general corporate assets, they are not included in the funded status. As of April 30, 2023 and 2022, the Company held contracts with gross CSV of $ 275.1 million and $ 263.2 million, offset by outstanding policy loans of $ 77.1 million and $ 79.8 million, respectively. The pension obligation in fiscal 2023 increased compared to fiscal 2022 due to the ongoing accruals for the LTPU Plan for additional awards issued in fiscal 2023. Additionally, the actual return on plan assets was lower than the expected return and this caused our funded position to decrease. The increase in pension benefit obligations was partially offset by the actuarial gain which was primarily due to an increase in discount rates. The fair value measurements of the defined benefit plan assets fall within the following levels of the fair value hierarchy as of April 30, 2023 and 2022: Level 1 Level 2 Level 3 Total (in thousands) April 30, 2023: Mutual funds $ — $ 18,350 $ — $ 18,350 Money market funds 735 — — 735 Total $ 735 $ 18,350 $ — $ 19,085 April 30, 2022: Mutual funds $ — $ 21,353 $ — $ 21,353 Money market funds 637 — — 637 Total $ 637 $ 21,353 $ — $ 21,990 Plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long term. The investment goal is a return on assets that is at least equal to the assumed actuarial rate of return over the long term within reasonable and prudent levels of risk. Investment policies reflect the unique circumstances of the respective plans and include requirements designed to mitigate risk including quality and diversification standards. Asset allocation targets are reviewed periodically with investment advisors to determine the appropriate investment strategies for acceptable risk levels. Our target allocation ranges are as follows: equity securities 40 % to 60 % and debt securities 40 % to 60 %. We establish our estimated long‑term return on plan assets considering various factors, including the targeted asset allocation percentages, historic returns and expected future returns. The components of net periodic benefits costs are as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Service cost $ 40,843 $ 37,952 $ 31,947 Interest cost 9,511 4,028 4,035 Amortization of actuarial loss 945 2,170 4,117 Net prior service credit amortization ( 97 ) ( 97 ) ( 97 ) Expected return on plan assets ( 1,156 ) ( 1,554 ) ( 1,404 ) Net periodic benefit cost (1) $ 50,046 $ 42,499 $ 38,598 _______________________________ (1) The service cost, interest cost and other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income (loss), net, respectively, on the consolidated statements of income. F-25 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) The weighted-average assumptions used in calculating the benefit obligations were as follows: Year Ended April 30, 2023 2022 2021 Discount rate, beginning of year 4.08 % 2.17 % 2.29 % Discount rate, end of year 4.77 % 4.08 % 2.17 % Rate of compensation increase 0.00 % 0.00 % 0.00 % Expected long-term rates of return on plan assets 6.00 % 5.50 % 6.00 % Benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years as follows: Year Ending April 30, Deferred Retirement Plans (in thousands) 2024 $ 17,219 2025 26,151 2026 34,713 2027 43,306 2028 52,563 2029-2033 237,542 Medical and Life Insurance Plan In conjunction with the acquisition of Hay Group, the Company inherited a benefit plan which offers medical and life insurance coverage to 107 participants. The medical and life insurance benefit plan is closed to new entrants and is unfunded. The following table reconciles the benefit obligation for the medical and life insurance plan: Year End April 30, 2023 2022 (in thousands) Change in benefit obligation: Benefit obligation, beginning of year $ 5,365 $ 6,584 Interest cost 195 110 Actuarial gain ( 93 ) ( 857 ) Benefits paid ( 629 ) ( 472 ) Benefit obligation, end of year $ 4,838 $ 5,365 Current liability $ 563 $ 585 Non-current liability 4,275 4,780 Total liability $ 4,838 $ 5,365 F-26 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) The components of net periodic benefits costs are as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Service cost $ — $ — $ — Interest cost 195 110 140 Net periodic service credit amortization ( 308 ) ( 308 ) ( 308 ) Amortization of actuarial gain ( 74 ) — — Net periodic benefit cost (1) $ ( 187 ) $ ( 198 ) $ ( 168 ) _______________________________ (1) The service cost, interest cost and the other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income (loss), net, respectively, on the consolidated statements of income. The weighted-average assumptions used in calculating the medical and life insurance plan were as follows: Year Ended April 30, 2023 2022 2021 Discount rate, beginning of year 4.25 % 2.54 % 2.45 % Discount rate, end of year 4.85 % 4.25 % 2.54 % Healthcare care cost trend rate 6.50 % 6.00 % 6.25 % Benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years as follows: Year Ending April 30, Medical and Life Insurance (in thousands) 2024 $ 577 2025 551 2026 525 2027 486 2028 450 2029-2033 1,869 International Retirement Plans The Company also maintains various retirement plans and other miscellaneous deferred compensation arrangements in 25 foreign jurisdictions. The aggregate of the long-term benefit obligation accrued at April 30, 2023 and 2022 is $ 13.6 million for 4,058 participants and $ 14.4 million for 3,568 participants, respectively. The Company’s contribution to these plans was $ 16.4 million and $ 14.8 million in fiscal 2023 and 2022, respectively. Executive Capital Accumulation Plan The Company’s ECAP is intended to provide certain employees an opportunity to defer their 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 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. F-27 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) The Company issued ECAP awards during fiscal 2023, 2022 and 2021 of $ 6.5 million, $ 7.5 million and $ 8.2 million, respectively. 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 both fiscal 2023 and 2021, the deferred compensation liability increased; therefore, the Company recognized a compensation expense of $ 3.5 million and $ 37.3 million, respectively. Offsetting the increase in compensation and benefits expense in fiscal 2023 and 2021 was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $ 2.9 million and $ 38.5 million in fiscal 2023 and 2021, respectively, recorded in other income (loss), net on the consolidated statements of income. During fiscal 2022, deferred compensation liability decreased; therefore, the Company recognized a reduction in compensation expense of $ 10.6 million. Offsetting the decrease in compensation and benefits expense in fiscal 2022 was a decrease in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $ 12.0 million in fiscal 2022, recorded in other income (loss), net on the consolidated statement of income. Changes in ECAP liability were as follows: Year Ended April 30, 2023 2022 (in thousands) Balance, beginning of year $ 166,723 $ 163,582 Employee contributions 17,046 8,541 Amortization of employer contributions 5,886 7,060 Gain (loss) on investment 3,464 ( 10,602 ) Employee distributions ( 14,306 ) ( 10,880 ) Acquisition of Lucas Group — 9,620 Exchange rate fluctuations ( 770 ) ( 598 ) Balance, end of year 178,043 166,723 Less: current portion ( 11,209 ) ( 9,498 ) Non-current portion $ 166,834 $ 157,225 As of April 30, 2023 and 2022, the unamortized portion of the Company contributions to the ECAP was $ 16.1 million and $ 18.2 million, respectively. Defined Contribution Plan The Company has a defined contribution plan (“401(k) plan”) for eligible employees. Participants may contribute up to 50 % of their base compensation as defined in the plan agreement. In addition, the Company has the option to make matching contributions. Beginning in fiscal 2022, the Company began to match 10 % of the employee contributions each pay period up to the IRS limit (excluding catch-up contributions) and then making an additional discretionary match after the fiscal year. The Company made $ 3.5 million in matching contributions during fiscal 2023. In addition, the Company intends to make an additional matching contribution relating to fiscal 2023 of $ 3.1 million in fiscal 2024, which are accrued in compensation and benefits payable on the consolidated balance sheet. The Company made $ 2.1 million matching contributions during fiscal 2022 and an additional $ 2.7 million matching contribution in fiscal 2023 related to contributions made by employees in fiscal 2022. The Company made a $ 3.0 million matching contribution in fiscal 2022 related to contributions made by employees in fiscal 2021. Company Owned Life Insurance 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 funding benefits under such plans. The gross CSV of these contracts of $ 275.1 million and $ 263.2 million as of April 30, 2023 and 2022, respectively, is offset by outstanding policy loans of $ 77.1 million and $ 79.8 million in the accompanying consolidated balance sheets as of April 30, 2023 and 2022, respectively. Total death benefits payable, net of loans under COLI contracts, were $ 444.1 million and $ 449.3 million at April 30, 2023 and 2022, respectively. Management intends to use the future death benefits from these insurance contracts to fund the deferred compensation and pension arrangements; however, there may not be a direct correlation between the timing of the future cash receipts and disbursements under these arrangements. The CSV of the underlying COLI investments increased by $ 10.6 million, $ 5.8 million and $ 13.0 million during fiscal 2023, 2022 and 2021, respectively, recorded as a decrease in F-28 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) compensation and benefits expense. Certain of the policies are held in trusts to provide additional benefit security for the deferred compensation and pension plans. As of April 30, 2023, COLI contracts with a net CSV of $ 173.9 million and death benefits, net of loans, of $ 393.3 million were held in trust for these purposes. 7. Fee Revenue Contract Balances 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 already received consideration. Deferred revenue is presented in other accrued liabilities on the consolidated balance sheets. The following table outlines the Company’s contract asset and liability balances as of April 30, 2023 and 2022 : April 30, 2023 2022 (in thousands) Contract assets-unbilled receivables $ 99,442 $ 100,652 Contract liabilities-deferred revenue $ 257,067 $ 244,149 During fiscal 2023, 2022, and 2021 we recognized revenue of $ 181.7 million, $ 131.3 million and $ 92.4 million, respectively, that were included in the contract liabilities balance at the beginning of the period. Performance Obligations 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, professional search and to most of the fee revenue from the interim business. As of April 30, 2023, 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 $ 1,118.0 million. Of the $ 1,118.0 million of remaining performance obligations, the Company expects to recognize approximately $ 600.7 million in fiscal 2024, $ 325.4 million in fiscal 2025, $ 138.5 million in fiscal 2026 and the remaining $ 53.4 million in fiscal 2027 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, our 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. Disaggregation of Revenue The Company disaggregates its revenue by line of business and further by region for Executive Search. This information is presented in Note 12—Segments. The following table provides further disaggregation of fee revenue by industry: Year Ended April 30, 2023 2022 2021 Dollars % Dollars % Dollars % (dollars in thousands) Industrial $ 805,241 28.4 % $ 688,902 26.2 % $ 490,863 27.1 % Life Sciences/Healthcare 522,372 18.4 501,463 19.1 355,668 19.7 Financial Services 494,299 17.4 475,326 18.1 331,976 18.3 Technology 483,787 17.1 456,498 17.4 275,510 15.2 Consumer Goods 386,409 13.6 372,720 14.2 239,457 13.2 Education/Non–Profit/General 143,300 5.1 131,809 5.0 116,573 6.5 Fee Revenue $ 2,835,408 100.0 % $ 2,626,718 100.0 % $ 1,810,047 100.0 % F-29 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 8. Credit Losses The Company is exposed to credit losses primarily through the services it provides. 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 the 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 activity in the allowance for credit losses on the Company's trade receivables is as follows: (in thousands) Balance at May 1, 2020 $ 23,795 Provision for credit losses 15,763 Write-offs ( 12,073 ) Recoveries of amounts previously written off 311 Foreign currency translation 1,528 Balance at April 30, 2021 29,324 Provision for credit losses 21,552 Write-offs ( 14,052 ) Recoveries of amounts previously written off 702 Foreign currency translation ( 1,142 ) Balance at April 30, 2022 36,384 Provision for credit losses 22,493 Write-offs ( 15,806 ) Recoveries of amounts previously written off 585 Foreign currency translation 721 Balance at April 30, 2023 $ 44,377 F-30 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 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 as of April 30, 2023 and 2022, are as follows: Less Than 12 Months 12 Months or longer Balance Sheet Classification Fair Value Unrealized Losses Fair Value Unrealized Losses Cash and Cash Equivalents Marketable Securities, Current Marketable Securities, Non- Current (in thousands) Balance at April 30, 2022 Commercial paper $ 37,002 $ 125 $ 4,499 $ 1 $ 15,489 $ 26,012 $ — Corporate notes/bonds $ 32,186 $ 446 $ 3,800 $ 4 $ — $ 18,942 $ 17,044 U.S. Treasury and Agency Securities $ 987 $ 8 $ — $ — $ — $ 987 $ — Balance at April 30, 2023 Commercial paper $ 8,229 $ 26 $ 3,492 $ 4 $ — $ 11,721 $ — Corporate notes/bonds $ 9,581 $ 123 $ 13,815 $ 232 $ — $ 20,489 $ 2,907 The unrealized losses on 7 and 27 investments in commercial paper securities, 16 and 23 investments in corporate notes/bonds, and no investment and 1 investment in U.S treasury and agency securities on April 30, 2023 and 2022, respectively, 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 no more than two years . 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. 9. Income Taxes Income from continuing operations before provision for income taxes was as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Domestic $ 136,269 $ 184,877 $ 34,661 Foreign 159,468 248,024 129,039 Income before provision for income taxes $ 295,737 $ 432,901 $ 163,700 F-31 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) The provision for domestic and foreign income taxes was as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Current income taxes: Federal $ 39,188 $ 43,993 $ 16,913 State 15,879 15,962 4,719 Foreign 42,019 59,064 40,646 Current provision for income taxes 97,086 119,019 62,278 Deferred income taxes: Federal ( 13,228 ) ( 13,858 ) ( 5,809 ) State ( 5,723 ) ( 3,936 ) ( 5,025 ) Foreign 4,548 831 ( 3,306 ) Deferred benefit for income taxes ( 14,403 ) ( 16,963 ) ( 14,140 ) Total provision for income taxes $ 82,683 $ 102,056 $ 48,138 The reconciliation of the statutory federal income tax rate to the effective consolidated tax rate is as follows: Year Ended April 30, 2023 2022 2021 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State tax, net of federal effect 2.8 2.5 1.0 Foreign tax rates differential 4.0 2.5 4.5 Non-deductible officer's compensation 1.0 0.7 2.3 Excess tax (benefit) expense on stock-based compensation ( 0.9 ) ( 0.6 ) 0.8 Change in valuation allowance 0.3 ( 0.7 ) 0.3 COLI increase, net ( 0.8 ) ( 0.3 ) ( 1.7 ) Change in uncertain tax positions 0.1 0.3 1.1 R&D tax credit ( 0.6 ) ( 1.3 ) ( 0.9 ) Other 1.1 ( 0.5 ) 1.0 Effective income tax rate 28.0 % 23.6 % 29.4 % F-32 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Components of deferred tax assets and liabilities were as follows: April 30, 2023 2022 (in thousands) Deferred tax assets: Deferred compensation $ 120,361 $ 111,133 Operating lease liability 26,952 35,158 Loss carryforwards 28,707 33,360 Reserves and accruals 21,140 20,887 Allowance for doubtful accounts 7,272 5,645 Deferred revenue 6,436 6,207 Gross deferred tax assets 210,868 212,390 Deferred tax liabilities: Operating lease, right-of-use, assets ( 22,056 ) ( 27,513 ) Intangibles and goodwill ( 26,310 ) ( 28,388 ) Property and equipment ( 15,953 ) ( 24,063 ) Prepaid expenses ( 20,037 ) ( 24,453 ) Other ( 4,581 ) ( 1,951 ) Gross deferred tax liabilities ( 88,937 ) ( 106,368 ) Valuation allowances ( 25,226 ) ( 24,025 ) Net deferred tax asset $ 96,705 $ 81,997 Deferred tax assets are reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Management believes uncertainty exists regarding the realizability of certain deferred tax assets and has, therefore, established a valuation allowance offsetting deferred tax assets that are not more-likely-than-not to be realized. Realization of the deferred tax asset is dependent on the Company generating enough taxable income of the appropriate nature in future years. Although realization is not assured, management believes that it is more-likely-than-not that the net deferred tax assets will be realized. In fiscal 2023, the Company’s valuation allowance increased by $ 1.2 million primarily due to increases in deferred tax asset balances, including net operating loss carryforwards, in certain foreign jurisdictions that were not more-likely-than-not to be realized. In fiscal 2022 and 2021, the Company’s valuation allowance decreased by $ 1.1 million and increased by $ 7.3 million, respectively, primarily due to changes in deferred tax asset balances, including net operating loss carryforwards in certain foreign jurisdictions that were not more-likely-than-not to be realized. Deferred tax assets and deferred tax liabilities are presented net on the consolidated balance sheets by tax jurisdiction. As of April 30, 2023, the Company had U.S. federal net operating loss carryforwards of $ 8.2 million, which if unutilized, will begin to expire in fiscal 2036 . The Company has state net operating loss carryforwards of $ 32.1 million, which, if unutilized, will begin to expire in fiscal 2024 . The Company also has foreign net operating loss carryforwards of $ 103.7 million, which, if unutilized, will begin to expire in fiscal 2024 . We continue to consider approximately $ 730.9 million of undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, have provided no state, local or foreign withholding income taxes on such earnings. While we do not anticipate a need to repatriate funds to the U.S. to satisfy domestic liquidity needs, we review our cash positions regularly and, to the extent we determine that all or a portion of our foreign earnings are not indefinitely reinvested, we provide additional state, local and foreign withholding income taxes. Under current U.S. federal tax law, we do not expect to incur a U.S. federal income tax liability on the undistributed earnings in the event they are repatriated to the United States. The Company elected to treat taxes due on future U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income as an expense when incurred (the “period cost method”) as opposed to factoring such amounts in the Company’s measurement of its deferred taxes (the “deferred method”). The Company and its subsidiaries file federal and state income tax returns in the U.S. as well as in foreign jurisdictions. These income tax returns are subject to audit by the Internal Revenue Service (the “IRS”) and various state and foreign tax F-33 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) authorities. Currently, income tax returns of the Company’s subsidiaries are under audit in Brazil, Germany, Switzerland, Japan, and India. The Company’s income tax returns are not otherwise under examination in any material jurisdictions. The statute of limitations varies by jurisdiction in which the Company operates. With few exceptions, however, the Company’s tax returns for years prior to fiscal 2017 are no longer open to examination by tax authorities (including U.S. federal, state and foreign). Unrecognized tax benefits are the differences between the amount of benefits of tax positions taken, or expected to be taken, on a tax return and the amount of benefits recognized for financial reporting purposes. As of April 30, 2023, the Company had a liability of $ 10.6 million for unrecognized tax benefits. A reconciliation of the beginning and ending balances of the unrecognized tax benefits is as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Unrecognized tax benefits, beginning of year $ 10,682 $ 9,954 $ 6,037 Additions based on tax positions related to the current year 1,257 456 1,716 Additions based on tax positions related to prior years 28 272 2,201 Settlement with tax authority ( 545 ) — — Lapse of applicable statute of limitations ( 856 ) — — Unrecognized tax benefits, end of year $ 10,566 $ 10,682 $ 9,954 The full amount of unrecognized tax benefits would impact the effective tax rate if recognized. In the next 12 months, it is reasonably possible that the Company’s unrecognized tax benefits could change due to the resolution of certain tax matters either because the tax positions are sustained on audit or the Company agrees to their disallowance. These resolutions could reduce the Company’s liability for unrecognized tax benefits by approximately $ 1.4 million. The Company classifies interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes. The Company had accruals of $ 1.8 million, $ 1.4 million, and $ 0.9 million for interest related to unrecognized tax benefits as of April 30, 2023, 2022, and 2021 respectively. The Company had an accrual of $ 0.5 million and $ 0.5 million as of April 30, 2023 and 2022, respectively, for penalties related to unrecognized tax benefits. The Company recognized tax expense of $ 0.4 million, $ 0.4 million, and $ 0.8 million for interest and penalties related to unrecognized tax benefits during fiscal 2023, 2022, and 2021, respectively. 10. Property and Equipment, Net Property and equipment include the following: April 30, 2023 2022 (in thousands) Computer equipment and software (1) $ 383,701 $ 331,371 Leasehold improvements 73,980 81,743 Furniture and fixtures 37,844 41,999 Automobiles 3,346 3,460 498,871 458,573 Less: accumulated depreciation and amortization ( 336,995 ) ( 320,401 ) Property and equipment, net $ 161,876 $ 138,172 _______________________________ (1) Depreciation expense for capitalized software was $ 29.3 million, $ 28.0 million and $ 25.4 million during fiscal 2023, 2022 and 2021, respectively. The net book value of the Company’s computer software costs included in property and equipment, net was $ 121.9 million and $ 94.7 million as of April 30, 2023 and 2022, respectively. Depreciation expense for property and equipment was $ 44.6 million, $ 43.2 million and $ 42.6 million during fiscal 2023, 2022 and 2021, respectively. F-34 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 11. Long-Term Debt 4.625 % Senior Unsecured Notes due 2027 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. Prior to December 15, 2022, the Company was permitted to 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. Also, prior to December 15, 2022, the Company was permitted to 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. Since 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 12-month period beginning on December 15 of each of the years indicated: Year Percentage 2022 102.313 % 2023 101.156 % 2024 and thereafter 100.000 % 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 credit facilities. 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 and to pay expenses and fees in connection therewith. The remainder of the proceeds were used for general corporate requirements. The effective interest rate on the Notes was 4.86 % as of April 30, 2023. As of April 30, 2023 and 2022, the fair value of the Notes was $ 381.5 million and $ 379.5 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. Long-term debt, at amortized cost, consisted of the following: In thousands April 30, 2023 April 30, 2022 Senior Unsecured Notes $ 400,000 $ 400,000 Less: Unamortized discount and issuance costs ( 3,806 ) ( 4,523 ) Long-term borrowings, net of unamortized discount and debt issuance costs $ 396,194 $ 395,477 Credit Facilities On June 24, 2022, the Company entered into an amendment (the “Amendment”) to its December 16, 2019 Credit Agreement (the “Credit Agreement”; as amended by the Amendment, the “Amended Credit Agreement”) with a syndicate of banks and Bank of America, National Association as administrative agent, to, among other things, (i) extend the existing maturity date of the revolving facility to June 24, 2027, (ii) provide for a new delayed draw term loan facility as described below, (iii) replace the London interbank offered rate with forward-looking SOFR term rate (“Term SOFR”) as described below, and (iv) replace the existing financial covenants with the financial covenant described below. The Amended Credit Agreement provides for five-year senior secured credit facilities in an aggregate amount of $ 1,150.0 million comprised of a $ 650.0 million revolving credit facility (the “Revolver”) and a $ 500.0 million delayed draw term loan facility (the “Delayed Draw Facility”, and together with the Revolver, the “Credit Facilities”). The Amended Credit Agreement also provides that, under certain circumstances, the Company may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount up to $ 250.0 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00. F-35 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Extensions of credit under the Delayed Draw Facility were available to the Company in up to two advances through June 24, 2023. Any amounts undrawn under the Delayed Draw Facility as of June 24, 2023 are no longer available to the Company. The Amended Credit Agreement contains certain customary affirmative and negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Amended Credit Agreement contains a covenant that requires the Company to maintain a maximum consolidated secured leverage ratio of 3.50 to 1.00 (which may be temporarily increased to 4.00 following certain material acquisitions under certain circumstances) (the “Financial Covenant”). The principal balance of the Delayed Draw Facility, if any, is subject to annual term loan amortization of 2.5 % for the fiscal quarters ending September 30, 2022 through June 30, 2024, and 5.0 % for the fiscal quarter ending September 30, 2024 through June 30, 2027, with the remaining principal due at maturity. The principal balance of the Revolver, if any, is due at maturity. The Credit Facilities mature on June 24, 2027 and any unpaid principal balance is payable on this date. The Credit Facilities may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees). Amounts outstanding under the Amended Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR plus a SOFR adjustment of 0.10 %, plus an interest rate margin between 1.125 % per annum and 2.00 % per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125 % per annum and 1.00 % per annum depending on the Company’s consolidated net leverage ratio. In addition, the Company will be required to pay to the lenders a ticking fee of 0.20 % per annum on the actual daily unused portion of the Delayed Draw Facility, and a quarterly commitment fee ranging from 0.175 % to 0.300 % per annum on the actual 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. As of April 30, 2023 and 2022, there was no outstanding liability under the Credit Facilities and the credit facilities under the Credit Agreement prior to the Amendment (the “Prior Credit Facility”), respectively. The unamortized debt issuance costs associated with the Amended Credit Agreement was $ 4.2 million as of April 30, 2023 and $ 2.4 million under the Credit Agreement as of April 30, 2022. The debt issuance costs were included in other current assets and other non-current assets on the consolidated balance sheets. As of April 30, 2023, the Company was in compliance with its debt covenants. The Company has a total of $ 1,145.4 million available under the Credit Facilities and had a total $ 645.3 million available under the Prior Credit Facility after $ 4.6 million and $ 4.7 million of standby letters of credit were issued as of April 30, 2023 and 2022, respectively. Of the amount available under the Credit Facilities, $ 500.0 million is under the Delayed Draw Facility that expired on June 24, 2023. The Company had a total of $ 11.5 million and $ 10.0 million of standby letters with other financial institutions as of April 30, 2023 and 2022, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases. The Company has outstanding borrowings against the CSV of COLI contracts of $ 77.1 million and $ 79.8 million at April 30, 2023 and 2022, respectively. CSV reflected in the accompanying consolidated balance sheets is net of the outstanding borrowings, which are secured by the CSV of the life insurance policies. Principal payments are not scheduled and interest is payable at least annually at various fixed and variable rates ranging from 4.76 % to 8.00 %. 12. Segments In the past two years, the Company has allocated capital to build out its Professional Search and Interim operations through the acquisition of Lucas Group, Patina Solutions Group ("Patina"), Infinity Consulting Solutions ("ICS") and Salo LLC ("Salo"). These acquisitions provided the Company with the opportunity to reassess how it manages its RPO & Professional Search segment. Given the Company’s strategy and development of separate financial and operational metrics for the Professional Search & Interim and RPO operations, the Company’s chief operating decision maker began to regularly make separate resource allocation decisions between Professional Search & Interim and RPO. Therefore, on May 1, 2022, the Company changed the composition of its global segments and under the new reporting format, the RPO & Professional Search segment has been separated into two segments: Professional Search & Interim and RPO. 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 quantitative assessment for potential goodwill impairment both prior and subsequent to the aforementioned change and determined there was no goodwill impairment. The presentation of operating results prior to May 1, 2022 has been revised to conform to the new segment reporting. The Company now has eight reportable segments: Consulting, Digital, Executive Search North America, Executive Search EMEA, Executive Search Asia Pacific, Executive Search Latin America, Professional Search & Interim and RPO. F-36 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) The Company’s eight reportable segments operate through the following five lines of business: 1. Consulting aligns organizational structure, culture, performance and people to drive sustainable growth by addressing four fundamental needs: Organizational Strategy, Assessment and Succession, Leadership and Professional Development and Total Rewards. This work is enabled by a set of Digital Performance Management Tools, based on some of the world’s leading lP and data. The Consulting teams employ an integrated approach across our core capabilities and integrated solutions, each one intended to strengthen the work and thinking in the next, to help clients execute their strategy in a digitally enabled world. 2. Digital develops technology-enabled Performance Management Tools that empower our clients. The digital products give clients direct access to Korn Ferry proprietary data, client data and analytics to deliver clear insights with the training and tools needed to align organizational structure with business strategy. 3. Executive Search helps organizations recruit board level, chief executive and other senior executive and general management talent to deliver lasting impact. The Company’s approach to placing talent is bringing together research-based IP, proprietary assessments and behavioral interviewing with practical experience to determine the ideal organizational fit. Salary benchmarking then helps the Company build appropriate frameworks for compensation and retention. This business is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search EMEA, Executive Search Asia Pacific, and Executive Search Latin America). 4. Professional Search & Interim delivers enterprise talent acquisition solutions for professional level middle and upper management. The Company helps clients source high-quality candidates at speed and scale globally, covering single-hire to multi-hire permanent placements and interim contractors. 5. RPO offers scalable recruitment outsourcing solutions leveraging customized technology and talent insights. The Company's scalable solutions, built on science and powered by best-in-class technology and consulting expertise, enables the Company to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit. Executive Search is managed by geographic regional leaders. Worldwide operations for Consulting, Digital, Professional Search & Interim and RPO are managed by their Chief Executive Officers. The Executive Search geographic regional leaders and the Chief Executive Officers of Consulting, Digital, Professional Search & Interim and RPO report directly to the Chief Executive Officer of the Company. The Company also operates Corporate to record global expenses. The Company evaluates performance and allocates resources based on the Company’s CODM 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 impairment charges). The CODM is not provided asset information by reportable segment. F-37 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Financial highlights are as follow: Year Ended April 30, 2023 2022 2021 Consolidated (in thousands) Fee revenue $ 2,835,408 $ 2,626,718 $ 1,810,047 Total revenue $ 2,863,836 $ 2,643,455 $ 1,819,946 Net income attributable to Korn Ferry $ 209,529 $ 326,360 $ 114,454 Net income attributable to noncontrolling interest 3,525 4,485 1,108 Other (income) loss, net ( 5,261 ) 11,880 ( 37,194 ) Interest expense, net 25,864 25,293 29,278 Income tax provision 82,683 102,056 48,138 Operating income 316,340 470,074 155,784 Depreciation and amortization 68,335 63,521 61,845 Other income (loss), net 5,261 ( 11,880 ) 37,194 Integration/acquisition costs 14,922 7,906 737 Impairment of fixed assets 4,375 1,915 — Impairment of right of use assets 5,471 7,392 — Restructuring charges, net 42,573 — 30,732 Adjusted EBITDA (1) $ 457,277 $ 538,928 $ 286,292 _______________________________ (1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets, and restructuring charges, net. Financial highlights by reportable segments are as follows: Year Ended April 30, 2023 Fee revenue Total revenue Adjusted EBITDA (1) (in thousands) Consulting $ 677,001 $ 686,979 $ 108,502 Digital 354,651 354,967 97,458 Executive Search: North America 562,139 568,212 140,850 EMEA 187,014 188,114 31,380 Asia Pacific 95,598 95,956 24,222 Latin America 31,047 31,054 9,370 Professional Search & Interim 503,395 507,058 110,879 RPO 424,563 431,496 52,588 Corporate — — ( 117,972 ) Consolidated $ 2,835,408 $ 2,863,836 $ 457,277 _______________________________ (1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets, and restructuring charges, net. F-38 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Year Ended April 30, 2022 Fee revenue Total revenue Adjusted EBITDA (1) (in thousands) Consulting $ 650,204 $ 654,199 $ 116,108 Digital 349,025 349,437 110,050 Executive Search: North America 605,704 609,258 181,615 EMEA 182,192 182,866 31,804 Asia Pacific 118,596 118,705 35,105 Latin America 29,069 29,079 9,089 Professional Search & Interim 297,096 297,974 106,015 RPO 394,832 401,937 59,126 Corporate — — ( 109,984 ) Consolidated $ 2,626,718 $ 2,643,455 $ 538,928 ______________________________ (1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes integration/acquisition costs, impairment of fixed assets and impairment of right-of-use assets. Year Ended April 30, 2021 Fee revenue Total revenue Adjusted EBITDA (1) (in thousands) Consulting $ 515,844 $ 517,046 $ 81,522 Digital 287,306 287,780 86,095 Executive Search: North America 397,275 399,104 98,099 EMEA 138,954 139,213 11,742 Asia Pacific 83,306 83,463 16,676 Latin America 17,500 17,500 1,289 Professional Search & Interim 130,831 131,080 36,934 RPO 239,031 244,760 32,477 Corporate — — ( 78,542 ) Consolidated $ 1,810,047 $ 1,819,946 $ 286,292 _______________________________ (1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes, integration/acquisition costs and restructuring charges, net. F-39 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Fee revenue attributed to an individual customer or country, other than the U.S. in fiscal year 2023 and 2022, and the U.S and United Kingdom in fiscal year 2021, did not account for more than 10 % of the total fee revenue in those fiscal years. Fee revenue classified by country in which the Company derives revenues are as follows: Year Ended April 30, 2023 2022 2021 (in thousands) U.S. $ 1,568,119 $ 1,348,377 $ 837,682 United Kingdom 255,797 247,617 189,893 Other countries 1,011,492 1,030,724 782,472 Total fee revenue $ 2,835,408 $ 2,626,718 $ 1,810,047 Other than the U.S. in fiscal 2023 and 2022, and the U.S. and United Kingdom in fiscal 2021, no single country had over 10 % of the total long-lived assets, excluding financial instruments and tax assets. Long-lived assets, excluding financial instruments and tax assets, classified by location of the controlling statutory country are as follows: Year Ended April 30, 2023 2022 2021 (in thousands) U.S. (1) $ 186,220 $ 185,228 $ 182,218 United Kingdom 22,893 26,711 34,081 Other countries 95,453 93,967 89,600 Total long-lived assets $ 304,566 $ 305,906 $ 305,899 _______________________________ (1) Includes Corporate long-lived assets 13. Restructuring Charges, Net In light of the Company’s evolution to an organization that is selling larger integrated solutions in a world where there are shifts in global trade lanes and persistent inflationary pressures, on January 11, 2023, the Company initiated a plan (the “Plan”) intended to realign its workforce with its business needs and objectives, namely, to invest in areas of potential growth and implement reductions where there is excess capacity. Due to the implementation of the Plan, the Company recorded restructuring charges of $ 42.6 million during fiscal 2023 across all lines of business related to severance for positions that were eliminated. There were no restructuring charges in fiscal 2022. In the fourth quarter of fiscal 2020, in light of the uncertainty in worldwide economic conditions caused by the coronavirus 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 adjust its cost base to the then-current economic environment and to position the Company to invest in its recovery. The Company continued the implementation of this restructuring plan in the first quarter of fiscal 2021 and this resulted in restructuring charges, net of $ 30.7 million during fiscal 2021 across all lines of business relating to severance for positions that were eliminated. F-40 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Changes in the restructuring liability were as follows: Restructuring Liability (in thousands) As of May 1, 2020 $ 34,153 Restructuring charges, net 30,732 Reductions for cash payments ( 56,387 ) Non-cash payments ( 3,968 ) Exchange rate fluctuations 2,455 As of April 30, 2021 6,985 Reductions for cash payments ( 4,829 ) Exchange rate fluctuations ( 654 ) As of April 30, 2022 1,502 Restructuring charges, net 42,573 Reductions for cash payments ( 24,485 ) Non-cash payments ( 10,827 ) Exchange rate fluctuations ( 759 ) As of April 30, 2023 $ 8,004 As of April 30, 2023 and 2022, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets, except for $ 0.5 million as of April 30, 2022, which was included in other long-term liabilities. Restructuring charges incurred by segment were as follows: Year Ended April 30 2023 2022 2021 (in thousands) Consulting $ 11,613 $ — $ 14,223 Digital 2,856 — 2,947 Executive Search: North America 4,515 — 958 EMEA 12,732 — 8,868 Asia Pacific 2,129 — 181 Latin America 697 — 405 Professional Search & Interim 4,835 — 1,543 RPO 3,097 — 1,607 Corporate 99 — — Consolidated $ 42,573 $ — $ 30,732 F-41 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 14. Goodwill and Intangible Assets Changes in the carrying value of goodwill by reportable segment were as follows: Consulting Digital Executive Search Professional Search & Interim (1) RPO (1) Consolidated North America EMEA Asia Pacific (in thousands) Balance as of May 1, 2021 $ 173,410 $ 326,628 $ 48,498 $ 47,449 $ 972 $ 15,705 $ 14,007 $ 626,669 Additions (2) — — — — — 55,480 49,482 104,962 Exchange rate fluctuations ( 440 ) ( 1,274 ) ( 934 ) ( 877 ) — ( 1,329 ) ( 1,185 ) ( 6,039 ) Balance as of April 30, 2022 172,970 325,354 47,564 46,572 972 69,856 62,304 725,592 Additions (3) — — — — — 184,519 — 184,519 Exchange rate fluctuations 123 204 ( 1,327 ) ( 171 ) — 291 260 ( 620 ) Balance as of April 30, 2023 $ 173,093 $ 325,558 $ 46,237 $ 46,401 $ 972 $ 254,666 $ 62,564 $ 909,491 _______________________________ (1) Segment data for FY'22 has been recast to reflect the division of the RPO & Professional Search segment into the RPO segment and Professional Search & Interim segment. (2) Additions to goodwill in fiscal 2022 were due to $ 76.8 million and $ 28.2 million from the acquisition of the Lucas Group and Patina, respectively. (3) Additions to goodwill in fiscal 2023 were due to $ 68.3 million and $ 116.2 million from the acquisition of the ICS and Salo, respectively. Tax deductible goodwill from the acquisitions of Salo and ICS were $ 114.3 million and $ 64.9 million, respectively, as of April 30, 2023. Tax deductible goodwill from the Miller Heiman acquisition was $ 16.3 million and $ 22.7 million as of April 30, 2023 and 2022, respectively. Tax deductible goodwill from the PIVOT Leadership acquisition was $ 5.2 million and $ 5.9 million as of April 30, 2023 and 2022, respectively. Intangible assets include the following: April 30, 2023 April 30, 2022 (in thousands) Amortized intangible assets: Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer lists $ 192,099 $ ( 104,429 ) $ 87,670 $ 146,799 $ ( 89,024 ) $ 57,775 Intellectual property 69,100 ( 47,187 ) 21,913 69,100 ( 40,720 ) 28,380 Proprietary databases 4,256 ( 4,256 ) — 4,256 ( 4,256 ) — Non-compete agreements 910 ( 910 ) — 910 ( 910 ) — Trademarks 12,086 ( 7,123 ) 4,963 8,986 ( 5,261 ) 3,725 Total (1) $ 278,451 $ ( 163,905 ) 114,546 $ 230,051 $ ( 140,171 ) 89,880 Exchange rate fluctuations ( 120 ) ( 110 ) Total Intangible assets $ 114,426 $ 89,770 _______________________________ (1) In fiscal 2023 there were intangible assets additions of $ 16.4 million and $ 32.0 million from the acquisition of the ICS and Salo, respectively. In fiscal 2022 there were intangible assets additions of $ 11.6 million and $ 5.7 million from the acquisition of the Lucas Group and Patina, respectively. Acquisition-related intangible assets acquired in fiscal 2023 consists o f customer relationships and tradenames of $ 45.3 million and $ 3.1 million, respectively, with weighted-average useful lives from the date of purchase of seven years and two years , respectively. Acquisition-related intangible assets acquired in fiscal 2022 consists of customer relationships and tradenames of $ 15.5 million and $ 1.8 million, respectively, with weighted-average useful lives from the date of purchase of seven years and two years , respectively. F-42 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Amortization expense for amortized intangible assets was $ 23.7 million, $ 20.3 million and $ 19.2 million during fiscal 2023, 2022 and 2021, respectively. Estimated annual amortization expense related to amortizing intangible assets is as follows: Year Ending April 30, Estimated Annual Amortization Expense (in thousands) 2024 $ 25,604 2025 24,256 2026 22,859 2027 17,106 2028 10,080 Thereafter 14,521 $ 114,426 All amortizable intangible assets will be fully amortized by the end of fiscal 2032. 15. 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 combines fixed payments for non-lease components with its lease payments and accounts 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 and have remaining terms that range from less than one year to nine 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 six years . Finance lease assets are included in property and equipment, net while finance lease liabilities are included in other accrued liabilities and other liabilities. During fiscal 2023 and 2022, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $ 5.5 million and $ 7.4 million, respectively, in the consolidated statements of income. In fiscal 2023, the Company acquired ICS and Salo and as a result recognized ROU assets of $ 0.8 million and $ 2.1 million, respectively, with corresponding liabilities of $ 1.0 million and $ 2.9 million, respectively. In fiscal 2022, the Company acquired Lucas Group and Patina and as a result recognized ROU assets of $ 3.8 million and $ 0.2 million, respectively, with corresponding liabilities of $ 9.4 million and $ 0.7 million, respectively. In these acquisitions, the ROU assets were adjusted to reflect unfavorable lease terms when compared with current market rates. F-43 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) The components of lease expense were as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Finance lease cost Amortization of ROU assets $ 1,479 $ 1,065 $ 1,221 Interest on lease liabilities 190 84 114 1,669 1,149 1,335 Operating lease cost 48,901 53,092 56,166 Short-term lease cost 833 966 474 Variable lease cost 11,157 10,986 11,592 Lease impairment cost 5,471 7,392 — Sublease income ( 3,420 ) ( 1,119 ) ( 657 ) Total lease cost $ 64,611 $ 72,466 $ 68,910 Supplemental cash flow information related to leases was as follows: Year Ended April 30, 2023 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 63,496 $ 62,996 $ 66,991 Financing cash flows from finance leases $ 1,639 $ 1,157 $ 1,324 ROU assets obtained in exchange for lease obligations: Operating leases $ 19,015 $ 49,235 $ 13,638 Finance leases $ 3,123 $ 1,586 $ 516 F-44 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) Supplemental balance sheet information related to leases was as follows: Year Ended April 30, 2023 2022 (in thousands) Finance Leases: Property and equipment, at cost $ 7,103 $ 5,770 Accumulated depreciation ( 2,741 ) ( 3,085 ) Property and equipment, net $ 4,362 $ 2,685 Other accrued liabilities $ 1,372 $ 1,049 Other liabilities 3,053 1,657 Total finance lease liabilities $ 4,425 $ 2,706 Weighted average remaining lease terms: Operating leases 4.5 years 5.1 years Finance leases 3.8 years 3.3 years Weighted average discount rate: Operating leases 4.5 % 4.3 % Finance leases 4.7 % 3.2 % Maturities of lease liabilities are as follows: Year Ending April 30, Operating Financing (in thousands) 2024 $ 51,760 $ 1,545 2025 44,050 1,313 2026 39,548 935 2027 20,888 597 2028 10,125 438 Thereafter 16,295 — Total lease payments 182,666 4,828 Less: imputed interest 17,625 403 Total $ 165,041 $ 4,425 F-45 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) 16. Acquisition The following table provides a summary of the net assets acquired in the periods indicated (no acquisitions were completed in fiscal 2021). Year Ended April 30 2023 (2) 2022 (3) (in thousands) Current assets (1) $ 37,586 $ 36,071 Long-term assets 5,736 9,351 Intangible assets 48,400 17,300 Current liabilities 18,327 17,672 Long-term liabilities 3,164 16,210 Net assets acquired 70,231 28,840 Purchase price 254,750 133,802 Goodwill $ 184,519 $ 104,962 _______________________________ (1) Included in current assets is acquired receivables in the amount of $ 35.3 million and $ 24.5 million for acquisitions completed in fiscal 2023 and 2022, respectively. (2) On February 1, 2023, the Company completed its acquisition of Salo for $ 155.4 million, net of cash acquired. Salo is a leading provider of finance, accounting and HR interim talent, with a strong focus on serving organizations in healthcare, among other industries. Actual results of operations of Salo are included in the Company's consolidated financial statements from February 1, 2023, the effective date of the acquisition. On August 1, 2022, the Company completed its acquisition of ICS for $ 99.3 million, net of cash acquired. ICS contributes interim professional placement offerings and expertise that are highly relevant for the new world of work where more workplaces are hybrid or virtual. ICS is a highly regarded provider of senior-level IT interim professional solutions with additional expertise in the areas of compliance and legal, accounting and finance, and human resources. Actual results of operations of ICS are included in the Company's consolidated financial statements from August 1, 2022, the effective date of the acquisition. (3) On April 1, 2022, the Company completed its acquisition of Patina for $ 42.9 million, net of cash acquired. Patina brought the Company interim executive solutions expertise across multiple industry verticals as well as offers ideal solutions for today’s nomadic labor market. Patina’s vast network of C-suite, top-tier, and professional interim talent spanned functional areas of expertise such as finance, operations, legal, human resources, IT and more. Actual results of operation of Patina are included in the Company’s consolidated financial statement from April 1, 2022, the effective date of the acquisition. On November 1, 2021, the Company completed its acquisition of Lucas Group for $ 90.9 million, net of cash acquired. Lucas Group contributed a substantial professional search and interim expertise that has enhanced the Company’s search portfolio. Actual results of operations of Lucas Group are included in the Company’s consolidated financial statements from November 1, 2021, the effective date of the acquisition. We believe the above acquisitions echo the commitment to scale the Company's solutions and further increase the Company's focus at the intersection of talent and strategy-wherever and however the needs of organizations evolve-and present real, tangible opportunities for Korn Ferry and our clients, looking for the right talent, that is highly agile, with specialized skills and expertise, to drive superior performance, including on an interim basis. The addition of these acquisitions to Korn Ferry’s broader talent acquisition portfolio–spanning Executive Search, RPO, Professional Search and Interim services–has accelerated Korn Ferry’s ability to capture additional shares of this significant market. All of the acquisitions in fiscal 2023 and 2022 are included in the Professional Search & Interim segment. For each 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 April 30, 2023, the aggregate purchase price allocations for Salo and ICS remain preliminary with regard to income taxes . The measurement period for purchase price allocation ends as soon as information on the facts and circumstances become available, not to exceed 12 months. 17. Commitments and Contingencies Employment Agreements The Company has a policy of entering into offer letters of employment or letters of promotion with vice presidents, which provide for an annual base salary and discretionary and incentive bonus payments. Certain key vice presidents who typically F-46 KORN FERRY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2023 (continued) have been employed by the Company for several years may also have a standard form employment agreement. Upon termination without cause, the Company is required to pay the amount of severance due under the employment agreement, if any. The Company also requires its vice presidents to agree in their employment letters and their employment agreement, if applicable, not to compete with the Company during the term of their employment and for a certain period after their employment ends. Litigation From time to time, the Company has been and is involved in litigation incidental to its business. The Company is currently not a party to any litigation which, if resolved adversely against the Company, would, in the opinion of management, after consultation with legal counsel, have a material adverse effect on the Company’s business, financial position or results of operations. 18. Subsequent Event Quarterly Dividend Declaration On June 26, 2023, the Board of Directors of the Company approved an increase of 20 % in the Company's quarterly dividend policy to $ 0.18 per share and declared an $ 0.18 per share dividend with a payment date of July 31, 2023 to holders of the Company’s common stock of record at the close of business on July 7, 2023. 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 condition, 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. F-47