What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-06-28 compared with 2023-06-28 · 269 added, 245 removed, 1500 unchanged (26% of the section changed)

7 unchanged sentences

Other Information

Trading Plans

Our directors and Section 16 officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended April 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

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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.

The information required by this Item will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive Officers and Directors,” and "Assessment of Risk Related to Compensation Programs," and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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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 .

10.43+ 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, 2022.

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.

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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 .

Employment Agreement dated July 1, 2022 between the Company and Michael Distefano, filed as Exhibit 10.51 to the Company's Annual Report on Form 10-K, filed June 28, 2023.

Form of Performance Restricted Stock Unit Award Agreement Under the 2022 Stock Incentive Plan.

Employment Agreement dated September 1 9 , 202 3 between the Company and Jeanne MacDonald .

19.1 Korn Ferry Insider Trading Policy effective March 2023.

21.1 Subsidiaries of Korn Ferry.

23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.1 Consent of Independent Registered Public Accounting Firm.

24.1 Power of Attorney (contained on signature page).

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Section 1350.

97.1 Korn Ferry Compensation Recoupment (Clawback) Policy.

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.

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BISHOP Director June 28, 2024

/s/ MATTHEW J.

Director June 28, 2024

/s/ CHARLES L.

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Net income — — 326,360 — 326,360 4,485 330,845

Other comprehensive income — — — 55,352 55,352 83 55,435

Other comprehensive loss

— — — ( 40,365 ) ( 40,365 ) ( 176 ) ( 40,541 )

Dividends paid to shareholders — — ( 26,786 ) — ( 26,786 ) — ( 26,786 )

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Net income — — 209,529 — 209,529 3,525 213,054

Other comprehensive loss — — — ( 40,365 ) ( 40,365 ) ( 176 ) ( 40,541 )

Other comprehensive (loss) income

— — — ( 579 ) ( 579 ) 887 308

Dividends paid to shareholders — — ( 32,971 ) — ( 32,971 ) — ( 32,971 )

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Cash flows from investing activities:

Cash paid for acquisitions, net of cash acquired ( 254,750 ) ( 133,802 ) —

Purchase of property and equipment ( 55,147 ) ( 70,382 ) ( 49,406 )

1 unchanged sentence

Proceeds from sales/maturities of marketable securities 46,000 65,878 92,472

Premium on company-owned life insurance policies ( 15,219 ) ( 15,218 ) ( 15,353 )

Proceeds from life insurance policies 16,272 4,376 3,382

Premium on company-owned life insurance policies ( 15,185 ) ( 15,219 ) ( 15,218 )

Cash paid for acquisitions, net of cash acquired — ( 254,750 ) ( 133,802 )

Dividends received from unconsolidated subsidiaries — 150 255

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Cash flows from financing activities:

Dividends paid to shareholders ( 54,391 ) ( 32,971 ) ( 26,786 )

Repurchases of common stock ( 53,162 ) ( 95,463 ) ( 96,258 )

Payments of tax withholdings on restricted stock ( 10,732 ) ( 22,232 ) ( 18,532 )

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 )

Proceeds from issuance of common stock in connection with an employee stock purchase plan

8,347 7,606 6,919

Dividends paid to noncontrolling interest ( 4,496 ) ( 4,721 ) ( 1,452 )

Principal payments on finance leases ( 1,776 ) ( 1,639 ) ( 1,157 )

Payments on life insurance policy loans ( 123 ) ( 2,760 ) ( 178 )

Net cash used in financing activities ( 116,333 ) ( 152,180 ) ( 137,444 )

Effect of exchange rate changes on cash and cash equivalents ( 16,819 ) ( 2,283 ) ( 52,590 )

Net (decrease) increase in cash and cash equivalents ( 134,046 ) 127,292 161,534

Net increase (decrease) in cash and cash equivalents

96,981 ( 134,046 ) 127,292

Cash and cash equivalents at beginning of year 844,024 978,070 850,778

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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:

Consulting aligns organizational structure, culture, performance and people to drive sustainable growth by addressing four fundamental needs:

The Company services its clients with a core set of solutions that are anchored around talent and talent management – touching nearly every aspect of an employer’s engagement with their employees.

Our five core solutions are as follows:

Organizational Strategy, Assessment and Succession, Leadership and Professional Development, Total Rewards, and Talent Acquisition.

Our colleagues engage with our clients through the delivery of one of our core solutions as a point solution sale or through combining component parts of our core solutions into an integrated solution.

In either case, we are helping solve our clients’ most challenging business and human capital issues.

The Company has eight reportable segments that operate through the following five lines of business:

Consulting aligns organizational structure, culture, performance, development and people to drive sustainable growth by addressing four fundamental organizational and talent 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.

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.

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.

The Consulting teams work across our core capabilities, architecting integrated solutions and technology products to help clients execute their strategy in a digitally enabled world.

Digital develops intellectual property ("IP") and science-based talent technology products that empower our clients.

Our talent products and talent platform support our clients in making critical talent decisions across the continuum from talent acquisition to talent development.

Executive Search helps organizations recruit board level, chief executive and other C-suite/senior executive and general management talent to deliver lasting impact.

The Company’s approach to placing talent brings together research-based IP, proprietary assessments and behavioral interviewing with practical experience to determine ideal organizational fit.

Salary benchmarking then helps the Company to build appropriate frameworks for compensation and attraction.

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).

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.

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.

Professional Search & Interim delivers enterprise talent acquisition solutions for permanent placements at the professional level middle and upper management, and, for interim, those same levels plus senior executives.

The Company helps clients source high-quality candidates at speed and scale globally, covering single-hire to multi-hire permanent placements and interim contractors (that are focused on senior executive, information technology, Finance & Accounting roles).

Recruitment Process Outsourcing ("RPO") offers scalable recruitment outsourcing and project solutions leveraging a customized technology enabled service delivery platform and talent insights.

The Company's scalable solutions, built on our IP, science, and data 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

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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.

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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.

Actual results could materially 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.

Revenue Recognition

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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.

Digital fee revenue is generated from IP based software products enabling large-scale 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.

Revenue also comes from the sale of the Company’s product 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.

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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.

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.

KORN FERRY AND SUBSIDIARIES

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April 30, 2024 (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

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As of April 30, 2024 and 2023, the Company’s investments in cash equivalents consisted of money market funds, and as of April 30, 2024 also consisted of commercial paper with initial maturity of less than 90 days for which market prices are readily available.

The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits.

The Company has not experienced any losses in such accounts.

Marketable Securities

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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.

The Company’s investment portfolio includes commercial paper and corporate notes/bonds as of April 30, 2024 and 2023 and also included U.S.

Treasury and Agency securities as of April 30, 2024.

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.

1 unchanged sentence

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;

A credit loss is recorded in the consolidated 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.

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Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

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.

KORN FERRY AND SUBSIDIARIES

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April 30, 2024 (continued)

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.

Unobservable inputs that reflect the reporting entity’s own assumptions.

As of April 30, 2024 and 2023, 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.

These included cash equivalents, accounts receivable, marketable securities and foreign currency forward contracts.

The carrying amount of 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.

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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.

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 in the accompanying consolidated statements of income.

Business Acquisitions

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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.

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 the commencement date in determining the present value of future payments.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred.

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All other property and equipment is depreciated or amortized on a straight-line basis over the estimated useful lives of three to ten years .

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

KORN FERRY AND SUBSIDIARIES

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April 30, 2024 (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.

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.

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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.

During fiscal 2024, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of ROU assets of $ 1.6 million and an impairment of leasehold improvements and furniture and fixtures of $ 0.1 million, both recorded in the consolidated statements of income in general and administrative expenses.

During fiscal 2024, the Company also recognized a $ 1.5 million software impairment in the Digital segment, which was recorded in the consolidated statements of income in general administrative expenses.

During fiscal 2023, the Company reduced its real estate footprint and as a result, the Company recognized 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 recognized 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.

Goodwill and Intangible Assets

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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.

As of January 31, 2024, the Company completed the annual qualitative test which did not indicate any impairment.

During the fourth quarter, the Company voluntarily changed the date of the annual impairment test from January 31 to February 1.

This voluntary change is preferable under the circumstances as it results in better alignment with the Company’s annual operating plan process.

This voluntary change in accounting principle related to the annual impairment testing date was applied prospectively and did not delay, accelerate or avoid an impairment charge.

As of February 1, 2024, the Company performed a quantitative test.

As part of the quantitative impairment test, the fair value of each of the Company’s reporting units is determined using a combination of valuation techniques, including a discounted cash flow methodology.

To corroborate the discounted cash flow analysis performed at each reporting unit, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public or private transaction (to the extent available).

Results of the annual quantitative impairment test 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 in fiscal 2024.

As of April 30, 2024, there were no indicators of potential impairment with respect to the Company's goodwill that would require further testing.

Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP.

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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.

The Company reviewed its intangible assets and did not identify any impairment as of April 30, 2024, 2023 and 2022.

Compensation and Benefits Expense

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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.

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,

KORN FERRY AND SUBSIDIARIES

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April 30, 2024 (continued)

including profitability, the achievement of strategic objectives, the results of individual performance appraisals and the current economic landscape.

Such changes in the bonus estimate historically have not been significant and are recorded in current operations in the period in which they are determined.

The performance-related bonus expense was $ 390.0 million, $ 409.4 million and $ 447.6 million for the years ended April 30, 2024, 2023 and 2022, respectively, included in compensation and benefits expense in the consolidated statements of income.

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.

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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 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.

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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.

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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.

As of April 30, 2024 and 2023, the Company held contracts with net CSV of

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

$ 219.0 million and $ 198.0 million, respectively.

If the issuing insurance companies were to become insolvent, 80 % of the net CSV would be subject to credit risk as the Company would be considered a general creditor.

Management, together with its outside advisors, routinely monitors the claims paying abilities of these insurance companies.

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Changes in the estimates of the restructuring charges are recorded in the period the change is determined.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

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.

Stock-Based Compensation

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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

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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.

Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, net.

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.

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The Company records income tax-related interest and penalties within income tax expense.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

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.

Cash equivalents include investments in money market securities and may include commercial papers and U.S.

Treasury and Agency securities, while investments include mutual funds, commercial papers, corporate notes/bonds and may include U.S.

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 has not experienced 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, 2024 and 2023, 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.

Recently Adopted Accounting Standards

In October 2021, the Financial Accounting Standards Board 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 became effective for fiscal years beginning after December 15, 2022 and is to be applied prospectively to business combinations that occur after the effective date.

The Company adopted this guidance in its fiscal year beginning May 1, 2023 and the adoption of this guidance did not have a material impact on the consolidated financial statements.

Recent Accounting Standards - Not Yet Adopted

In November 2023, the Financial Accounting Standards Board issued an amendment in accounting update for all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting.

The amendment in this update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense.

The amendment in this update is effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024.

The Company will adopt this guidance in its fiscal year beginning May 1, 2024.

The Company does not anticipate this accounting guidance will have a material impact on the consolidated financial statements.

The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In December 2023, the Financial Accounting Standards Board issued an amendment in accounting update for income taxes disclosures.

The new amendment provides improvements to income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid.

The amendment of this update is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis.

The Company will adopt this guidance in its fiscal year beginning May 1, 2025.

The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

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Basic and Diluted 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 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.

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.

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:

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Diluted earnings per share $ 3.23 $ 3.95 $ 5.98

During fiscal 2024, 2023 and 2022, restricted stock awards of 1.0 million shares, 1.2 million shares and 1.2 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

KORN FERRY AND SUBSIDIARIES

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Marketable securities unrealized loss, net of tax

( 37 ) ( 285 )

Accumulated other comprehensive loss, net $ ( 107,671 ) $ ( 92,764 )

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Translation Deferred

Plan (1) Unrealized Gains

(Losses) on Marketable

Securities (2) Accumulated

Unrealized (Losses)

Gains on Marketable

Securities (2)

Comprehensive

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Balance as of May 1, 2021 $ ( 33,666 ) $ ( 18,135 ) $ ( 19 ) $ ( 51,820 )

Unrealized gains (losses) arising during the period 49,986 2,660 ( 53 ) 52,593

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

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The tax effects on reclassifications of realized net losses were $ 0.1 million, $ 0.1 million and $ 0.5 million as of April 30, 2024, 2023 and 2022, 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.

(2) The tax effects on unrealized gains (losses) were $ 0.1 million, $ 0.1 million and $( 0.1 ) million as of April 30, 2024, 2023 and 2022, respectively.

KORN FERRY AND SUBSIDIARIES

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As of April 30, 2024, there was $ 61.0 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 2.2 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.

During fiscal 2024 and 2023, 212,204 shares and 372,556 shares of restricted stock totaling $ 10.7 million and $ 22.2 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

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During fiscal 2024, 2023 and 2022, the Company repurchased (on the open market or privately negotiated transactions) 930,000 shares of the Company’s common stock for $ 52.5 million, 1,709,867 shares for $ 93.9 million and 1,470,983 shares for $ 98.8 million, respectively.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Financial Instruments

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Current Marketable

Non-current Income Taxes & Other

Non-current Other Accrued Liabilities

(in thousands)

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Corporate notes/bonds 17,322 3 ( 27 ) 17,298 — 10,050 7,248 —

Treasury and Agency Securities 4,355 — ( 9 ) 4,346 — 2,441 1,905 —

Total debt investments $ 38,550 $ 4 $ ( 55 ) $ 38,499 $ 3,932 $ 25,414 $ 9,153 $ —

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Current Marketable

Non-current Other Accrued

Non-current Income Taxes & Other

(in thousands)

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Corporate notes/bonds 24,754 — ( 355 ) 24,399 — 21,492 2,907 —

Treasury and Agency Securities 995 — ( 8 ) 987 — 987 — —

Total debt investments $ 36,505 $ — $ ( 385 ) $ 36,120 $ — $ 33,213 $ 2,907 $ —

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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.

As of April 30, 2024 and 2023 marketable securities classified as available-for-sale consisted of commercial paper and corporate notes/bonds, and also included U.S.

Treasury and Agency securities as of April 30, 2024, 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.

As of April 30, 2024, available-for-sale marketable securities had remaining maturities ranging from less than 1 month to 23 months.

During fiscal 2024, 2023 and 2022, there were $ 38.1 million, $ 58.6 million and $ 79.3 million in sales/maturities of available-for-sale marketable securities, respectively.

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As of April 30, 2024 and 2023, 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.

Unrealized gains that relate to equity securities still held as of April 30, 2024 was $ 25.1 million, while unrealized losses that relate to equity securities held as of April 30, 2023, and 2022 were $ 3.8 million and $ 27.3 million, respectively.

KORN FERRY AND SUBSIDIARIES

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Each vested unit award will pay out an annual benefit of either $ 10,000 , $ 12,500 or $ 25,000 for each of five years commencing on the seventh anniversary of the grant date.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Deferred Compensation and Pension Plans

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(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

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 the COLI contracts are held in trust and are not separated from our general corporate assets, they are not included in the funded status.

As of April 30, 2024 and 2023, the Company held contracts with gross CSV of $ 295.9 million and $ 275.1 million, offset by outstanding policy loans of $ 77.0 million and $ 77.1 million, respectively.

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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 increase in pension benefit obligations was partially offset by the actuarial

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

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, 2024 and 2023:

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(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.

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:

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Expected long-term rates of return on plan assets 6.00 % 6.00 % 5.50 %

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years as follows:

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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.

In conjunction with the acquisition of Hay Group, the Company inherited a benefit plan which offers medical and life insurance coverage to 101 retired participants.

The medical and life insurance benefit plan is closed to new entrants and is unfunded.

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Total liability $ 4,227 $ 4,838

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

The components of net periodic benefits costs are as follows:

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Interest cost 217 195 110

Net periodic service credit amortization ( 308 ) ( 308 ) ( 308 )

Net prior service credit amortization

( 308 ) ( 308 ) ( 308 )

Amortization of actuarial gain ( 83 ) ( 74 ) —

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(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.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

The weighted-average assumptions used in calculating the medical and life insurance plan were as follows:

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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.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

The Company issued ECAP awards during fiscal 2024, 2023 and 2022 of $ 7.1 million, $ 6.5 million and $ 7.5 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;

During fiscal 2024 and 2023, the deferred compensation liability increased;

therefore, the Company recognized a compensation expense of $ 29.5 million and $ 3.5 million, respectively.

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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.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Changes in ECAP liability were as follows:

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Amortization of employer contributions 7,017 5,886

Gain (loss) on investment 3,464 ( 10,602 )

Gain on investment

Employee distributions ( 21,668 ) ( 14,306 )

Acquisition of Lucas Group — 9,620

Exchange rate fluctuations ( 191 ) ( 770 )

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The Company made $ 3.5 million matching contributions during fiscal 2023 and an additional $ 3.1 million matching contribution in fiscal 2024 related to contributions made by employees in fiscal 2023.

The Company made a $ 3.0 million matching contribution in fiscal 2022 related to contributions made by employees in fiscal 2021.

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.

Company Owned Life Insurance

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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

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

compensation and benefits expense.

The CSV of the underlying COLI investments increased by $ 8.8 million, $ 10.6 million and $ 5.8 million during fiscal 2024, 2023 and 2022, respectively, recorded as a decrease in compensation and benefits expense.

Certain of the policies are held in trusts to provide additional benefit security for the deferred compensation and pension plans.

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Deferred revenue is presented in other accrued liabilities on the consolidated balance sheets.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

The following table outlines the Company’s contract asset and liability balances as of April 30, 2024 and 2023 :

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Industrial $ 813,919 29.5 % $ 805,241 28.4 % $ 688,902 26.2 %

Life Sciences/Healthcare 522,372 18.4 501,463 19.1 355,668 19.7

Financial Services 491,761 17.8 494,299 17.4 475,326 18.1

Life Sciences/Healthcare 485,321 17.6 522,372 18.4 501,463 19.1

Technology 404,569 14.6 483,787 17.1 456,498 17.4

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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:

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Balance at April 30, 2024 $ 44,192

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, 2024 and 2023, are as follows:

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Fair Value Unrealized Losses Fair Value Unrealized Losses Cash and Cash

Equivalents Marketable Securities,

Current Marketable

Securities, Non-

Equivalents Marketable Securities, Current Marketable Securities, Non-Current

(in thousands)

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Corporate notes/bonds $ 9,581 $ 123 $ 13,815 $ 232 $ — $ 20,489 $ 2,907

Treasury and Agency Securities $ 987 $ 8 $ — $ — $ — $ 987 $ —

Balance at April 30, 2024

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Corporate notes/bonds $ 11,022 $ 26 $ 1,999 $ 1 $ — $ 9,050 $ 3,971

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.

Treasury and Agency Securities $ 4,346 $ 9 $ — $ — $ — $ 2,441 $ 1,905

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 monitors the creditworthiness 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.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Income from continuing operations before provision for income taxes was as follows:

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Income before provision for income taxes $ 222,642 $ 295,737 $ 432,901

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

The provision for domestic and foreign income taxes was as follows:

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Non-deductible officer's compensation 1.9 1.0 0.7

Excess tax (benefit) expense on stock-based compensation ( 0.9 ) ( 0.6 ) 0.8

Change in valuation allowance ( 5.8 ) 0.3 ( 0.7 )

COLI increase, net ( 0.8 ) ( 0.3 ) ( 1.7 )

Change in uncertain tax positions 1.1 0.1 0.3

Foreign-derived intangible income deduction ( 1.2 ) ( 1.0 ) ( 0.7 )

Repatriation of earnings of foreign subsidiaries 1.4 1.2 0.4

R&D tax credit ( 1.5 ) ( 0.6 ) ( 1.3 )

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Prepaid expenses ( 16,172 ) ( 20,037 )

Unrealized gain on marketable securities

( 6,164 ) ( 402 )

Other ( 2,158 ) ( 4,179 )

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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.

In fiscal 2024, the Company’s valuation allowance decreased by $ 12.7 million primarily due to (i) the release of a $ 9.7 million valuation allowance in the third quarter as a result of actions taken in connection with the global minimum tax, and (ii) other releases of valuation allowances against deferred tax assets, primarily net operating loss carryforwards, in certain foreign jurisdictions that were now more-likely-than-not to be realized.

The global minimum tax, which is also known as Pilar Two under the Organization for Economic Cooperation and Development framework on Base Erosion and Profit Shifting, is first applicable to Korn Ferry in fiscal 2025.

In fiscal 2023 and 2022, the Company’s valuation allowance increased by $ 1.2 million and decreased by $ 1.1 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.

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The Company also has foreign net operating loss carryforwards of $ 103.3 million, which, if unutilized, will begin to expire in fiscal 2025.

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.

The Company continues to consider approximately $ 795.1 million of undistributed earnings of foreign subsidiaries to be indefinitely reinvested, and accordingly, have provided no state, local or foreign withholding income taxes on such earnings.

While the Company does not anticipate the need to repatriate funds to the U.S.

to satisfy domestic liquidity needs, it reviews cash positions regularly and, to the extent that it is determined that all or a portion of foreign earnings are not indefinitely reinvested, the Company will 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 tax law, the Company does 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.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

The Company elected to treat taxes due on future U.S.

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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

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

Currently, income tax returns of the Company’s subsidiaries are under audit in Brazil, Germany, Switzerland, Japan, and India.

These income tax returns are subject to audit by the Internal Revenue Service (the “IRS”) and various state and foreign tax authorities.

Currently, income tax returns of the Company’s subsidiaries are under audit in Germany, Saudi Arabia, Switzerland, Japan, India, United Kingdom and United States.

The Company’s income tax returns are not otherwise under examination in any material jurisdictions.

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The Company had an accrual of $ 0.2 million and $ 0.5 million as of April 30, 2024 and 2023, 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.

The Company recognized tax expense $ 0.4 million and $ 0.4 million for interest and penalties related to unrecognized tax benefits during fiscal 2023 and 2022, respectively.

The Company did not recognize a tax expense for interest and penalties related to unrecognized tax benefits during fiscal 2024.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Property and Equipment, Net

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Depreciation expense for property and equipment was $ 52.4 million, $ 44.6 million and $ 43.2 million during fiscal 2024, 2023 and 2022, respectively.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2023 (continued)

Long-Term Debt

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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:

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

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

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024 (continued)

Long-term debt, at amortized cost, consisted of the following:

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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.

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 Secured Overnight Financing Rate (" 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 Delayed Draw Facility expired on June 24, 2023.

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.

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.

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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.

In addition, the Company will be required to pay to the lenders 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, 2024 and 2023, there was no outstanding liability under the Credit Facilities.

The unamortized debt issuance costs associated with the Amended Credit Agreement was $ 3.2 million and $ 4.2 million as of April 30, 2024 and 2023, respectively.

The debt issuance costs were included in other current assets and other non-current assets on the consolidated balance sheets.

As of April 30, 2024, 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 has a total of $ 645.5 million and $ 1,145.4 million available under the Credit Facilities as of April 30, 2024 and 2023, respectively, after $ 4.5 million and $ 4.6 million of standby letters of credit were issued as of April 30, 2024 and 2023, respectively.

Of the amount available under the Credit Facilities as of April 30, 2023, $ 500.0 million was under the Delayed Draw Facility that expired on June 24, 2023.

The Company had a total of $ 13.2 million and $ 11.5 million of standby letters with other financial institutions as of April 30, 2024 and 2023, respectively.

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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 %.

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.

KORN FERRY AND SUBSIDIARIES

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April 30, 2024 (continued)

The Company 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.

The Company’s eight reportable segments operate through the following five lines of business:

Consulting aligns organizational structure, culture, performance and people to drive sustainable growth by addressing four fundamental needs:

Consulting aligns organizational structure, culture, performance, development, and people to drive sustainable growth by addressing four fundamental organizational and talent 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.

Digital develops technology-enabled Performance Management Tools that empower our clients.

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.

The Consulting teams work across our core capabilities, architecting integrated solutions and technology products to help clients execute their strategy in a digitally enabled world.

Digital develops IP and science-based talent technology products that empower our clients.

Our talent products and talent platform support our clients in making critical talent decisions across the continuum from talent acquisition to talent development.

Executive Search helps organizations recruit board level, chief executive and other C-suite/senior executive and general management talent to deliver lasting impact.

The Company’s approach to placing talent brings 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 attraction.

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).

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.

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.

RPO offers scalable recruitment outsourcing and projects solutions leveraging a customized technology enabled service delivery platform and talent insights.

The Company's scalable solutions, built on our IP, science, and data 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.

Worldwide operations for Consulting, Professional Search & Interim and RPO are managed by their Chief Executive Officers.

Beginning in the second quarter of fiscal 2024, Digital is led by the President of Technology.

The Executive Search geographic regional leaders, the Chief Executive Officers of Consulting, Professional Search & Interim and RPO and the President of Technology 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”).

The Company evaluates performance and allocates resources based on the Company’s chief operating decision maker ("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).

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Impairment of right-of-use assets

1,629 5,471 7,392

Restructuring charges, net 68,558 42,573 —

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(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, 2022

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(1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes, integration/acquisition costs and restructuring charges, net.

(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.

KORN FERRY AND SUBSIDIARIES

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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.

in fiscal year 2024, 2023 and 2022, 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:

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$ 1,507,819 $ 1,568,119 $ 1,348,377

United Kingdom 255,797 247,617 189,893

Other countries 1,254,852 1,267,289 1,278,341

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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.

and United Kingdom in fiscal 2024, and the U.S.

in fiscal 2023 and 2022, 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:

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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.

In fiscal 2024, in light of the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic and geopolitical uncertainty, on October 23, 2023, the Company initiated a plan (the “Plan”) intended to align its workforce with its current business realities through position eliminations.

Due to the implementation of the Plan, the Company recorded restructuring charges of $ 68.6 million during fiscal 2024 across all lines of business related to severance for positions that were eliminated.

In fiscal 2023, 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 implemented a separate restructuring 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.

KORN FERRY AND SUBSIDIARIES

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As of May 1, 2021 $ 6,985

Restructuring charges, net 30,732

Reductions for cash payments ( 4,829 )

Non-cash payments ( 3,968 )

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 )

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As of April 30, 2024 $ 3,904

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.

As of April 30, 2024 and 2023, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets.

Restructuring charges incurred by segment were as follows:

Year Ended April 30

2023 2022 2021

(in thousands)

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Balance as of May 1, 2022

$ 172,970 $ 325,354 $ 47,564 $ 46,572 $ 972 $ 69,856 $ 62,304 $ 725,592

Additions (1)

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Balance as of April 30, 2023

Additions (3)

173,093 325,558 46,237 46,401 972 254,666 62,564 909,491

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$ 172,994 $ 325,387 $ 46,154 $ 46,246 $ 972 $ 254,345 $ 62,278 $ 908,376

(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.

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(1) Additions to goodwill in fiscal 2023 were due to $ 68.3 million and $ 116.2 million from the acquisitions of Infinity Consulting Solutions ("ICS") and Salo LLC ("Salo"), respectively.

Tax deductible goodwill from acquisitions were as follows:

(in thousands)

PIVOT Leadership

$ 4,497 $ 5,182

Miller Heiman

14,852 16,266

60,339 64,893

106,526 114,274

Total tax deductible goodwill from acquisitions

$ 186,214 $ 200,615

Intangible assets include the following:

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Intellectual property 69,100 ( 52,804 ) 16,296 69,100 ( 47,187 ) 21,913

Trademarks 12,086 ( 9,549 ) 2,537 12,086 ( 7,123 ) 4,963

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

$ 278,451 $ ( 189,496 ) 88,955 $ 278,451 $ ( 163,905 ) 114,546

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(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.

(1) In fiscal 2024 there were no intangible assets additions.

In fiscal 2023 there were intangible assets additions of $ 16.4 million and $ 32.0 million from the acquisitions of ICS and Salo, 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.

KORN FERRY AND SUBSIDIARIES

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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 .

Operating leases contain both office and equipment leases and have remaining terms that range from less than one year to thirteen 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 five 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.

During fiscal 2024, 2023 and 2022, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $ 1.6 million, $ 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.

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(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.

Salo was 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.

ICS contributed interim professional placement offerings and expertise that are highly relevant for the new world of work where more workplaces are hybrid or virtual.

ICS was 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.

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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.

Actual results of operations 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.

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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.

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

As of April 30, 2024, the measurement period has ended and no adjustments were made during the period.

KORN FERRY AND SUBSIDIARIES

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April 30, 2024 (continued)

have been employed by the Company for several years may also have a standard form employment agreement.

Commitments and Contingencies

Employment Agreements

Certain key vice presidents who typically 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.

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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.

On June 12, 2024, the Board of Directors of the Company approved an increase in the Company's quarterly dividend policy to $ 0.37 per share and declared a cash dividend of $ 0.37 per share with a payment date of July 31, 2024 to holders of the Company’s common stock of record at the close of business on July 3, 2024.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures