13 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item will be included under the captions “The Board of Directors,” "Culture of Integrity and Code of Business Conduct and Ethics," "Board Committees," and, when applicable, “Delinquent Section 16(a) Reports” in our 2024 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this Item will be included under the captions “The Board of Directors,” "Culture of Integrity and Code of Business Conduct and Ethics," "Board Committees," "Other Policies," and, when applicable, “Delinquent Section 16(a) Reports” in our 2025 Proxy Statement and is incorporated herein by reference.
The information under the heading “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K is also incorporated by reference in this section.
71 unchanged sentences
10.27*+ Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Form 8-K, filed October 7, 2019.
−Removed: 10.28*+ Summary of Non-Employee Director Compensation Program Effective December 7, 2016, filed as Exhibit 10.1 to the Company’s 10-Q, filed March 10, 2017.
Form of Restricted Stock Unit Award Agreement to Non-Employee Directors under the 2008 Stock Incentive Plan, filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K, filed June 28, 2019.
10 unchanged sentences
Amended and Restated Employment Agreement dated June 28, 2021 between the Company and Robert Rozek, filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K, filed June 28, 2021 .
−Removed: 10.41*+ Employment Agreement dated June 28, 2021 between the Company and Byrne Mulrooney, filed as Exhibit 10.55 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: 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.
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.
7 unchanged sentences
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.
−Removed: Form of Performance Restricted Stock Unit Award Agreement Under the 2022 Stock Incentive Plan.
−Removed: Employment Agreement dated September 1 9 , 202 3 between the Company and Jeanne MacDonald .
−Removed: 19.1 Korn Ferry Insider Trading Policy effective March 2023.
+Added: Form of Performance Restricted Stock Unit Award Agreement Under the 2022 Stock Incentive Plan, filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K, filed June 28, 2024.
+Added: Employment Agreement dated September 19, 2023 between the Company and Jeanne MacDonald, filed as Exhibit 10.53 to the Company's Annual Report on Form 10-K, filed June 28, 2024.
+Added: Korn Ferry Amended and Restated 2022 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed September 27, 2024.
+Added: Summary of Non-Employee Director Compensation Program Effective May 1, 2025.
+Added: Employment Agreement dated April 29, 2025 between the Company and Lesley Uren.
+Added: Korn Ferry Insider Trading Policy effective March 2023, filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K, filed June 28, 2024.
21.1 Subsidiaries of Korn Ferry.
5 unchanged sentences
Section 1350.
−Removed: 97.1 Korn Ferry Compensation Recoupment (Clawback) Policy.
+Added: Korn Ferry Compensation Recoupment (Clawback) Policy, filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K, filed June 28, 2024.
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.
34 unchanged sentences
HARRINGTON Director June 27, 2025
+Added: /s/ RUSSELL A.
+Added: June 27, 2025
MARTINEZ Director June 27, 2025
52 unchanged sentences
June 27, 2025
−Removed: REPORT OF INDEPENDENT REGISTERED
−Removed: PUBLIC ACCOUNTING FIRM
+Added: Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Korn Ferry
19 unchanged sentences
The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Revenue recognition
−Removed: Description of the Matter As described in Note 1 to the consolidated financial statements, the Company recognizes revenue when control of the goods and services are transferred to the customer.
−Removed: Revenue recognition includes management estimates of uptick fee variable consideration for Search engagements and estimates of the total hours at completion used to recognize revenue as services are rendered under Consulting contracts.
−Removed: Auditing revenue recognition was complex due to the volume of transactions within the various revenue streams with each revenue stream representing a different pattern of revenue recognition.
−Removed: Auditing revenue recognition also incorporates testing the underlying data supporting management estimates mentioned above that are used in recognizing revenues under Search and Consulting contracts.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s processes and controls related to the recognition of each revenue stream, including, among others, controls over management review of contractual terms, management’s determination of when control of goods and services are transferred to customers as well as management’s review of the accuracy and completeness of underlying data used in the estimates mentioned above.
−Removed: Our audit procedures included, among others, testing a sample of contracts to determine whether terms that may affect revenue recognition were identified and properly considered, performance obligations were appropriately identified in the Company’s evaluation of the accounting for the contracts and revenue was recognized when control of the goods or services is transferred to the customer.
−Removed: In addition, we tested management estimates mentioned above.
−Removed: For Search contracts, we compared the estimates of uptick fee revenues to historical actual data for a portfolio of similar contracts.
−Removed: For Consulting contracts, we compared the data used in the estimate of the total hours at completion to time reports for work completed to date, recalculated the percentage of completion and assessed the reasonableness of management’s estimates to complete based on an understanding of the current status of the contracts.
−Removed: We also performed analysis over contracts completed during the year to determine whether there are significant changes in the estimate from initiation to completion of contracts.
+Added: Consulting Revenue Recognition
+Added: Description of the Matter As described in Note 1 to the consolidated financial statements, Consulting fee revenue is primarily recognized as services are rendered, measured by total hours incurred as a percentage of the total estimated hours at completion.
+Added: Updated estimates for Consulting engagements may vary from initial estimates and are recognized in the period of determination.
+Added: Auditing Consulting revenue recognition involves a higher level of audit effort due to the complexity of the contracts and a greater degree of audit judgement needed to test the underlying data supporting management's estimate of total hours estimated at completion.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s processes and controls related to the recognition of Consulting revenue, including, among others, controls over management review of contractual terms, management’s determination of when control of goods and services are transferred to customers as well as management’s review of the accuracy and completeness of underlying data used in the estimate mentioned above.
+Added: Our audit procedures included, among others, testing a sample of contracts to determine whether terms that may affect revenue recognition were identified and properly considered, performance obligations were appropriately identified in the Company’s evaluation of the accounting for the contracts and revenue was recognized as services were rendered.
+Added: In addition, we tested management's estimate of total estimated hours at completion by comparing the data used in the estimate to time reports for work completed to date, recalculated the percentage of completion and assessed the reasonableness of management’s estimates to complete based on an understanding of the current status of the contracts.
+Added: We also performed analysis over contracts completed during the year to determine whether there were significant changes in the estimate from initiation to completion of contracts.
/s/ Ernst & Young LLP
64 unchanged sentences
Operating income 346,322 212,929 316,340
−Removed: Other income (loss), net 30,681 5,261 ( 11,880 )
+Added: Other income, net
+Added: 18,953 30,681 5,261
Interest expense, net ( 20,363 ) ( 20,968 ) ( 25,864 )
10 unchanged sentences
Diluted 52,806 51,432 51,883
−Removed: Cash dividends declared per share:
−Removed: $ 1.02 $ 0.60 $ 0.48
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Net income $ 251,076 $ 172,561 $ 213,054
−Removed: Other comprehensive (loss) income:
+Added: Other comprehensive income (loss):
Foreign currency translation adjustments 21,540 ( 18,722 ) ( 3,256 )
Deferred compensation and pension plan adjustments, net of tax ( 766 ) 3,989 3,420
−Removed: Net unrealized gain (loss) on marketable securities, net of tax 248 144 ( 410 )
+Added: Net unrealized gain on marketable securities, net of tax
Comprehensive income 271,944 158,076 213,362
15 unchanged sentences
Balance at May 1, 2022
+Added: 53,190 $ 502,008 $ 1,134,523 $ ( 92,185 ) $ 1,544,346 $ 5,243 $ 1,549,589
Net income — — 209,529 — 209,529 3,525 213,054
−Removed: Other comprehensive loss
+Added: Other comprehensive (loss) income
— — — ( 579 ) ( 579 ) 887 308
5 unchanged sentences
Balance at April 30, 2023
+Added: 52,269 429,754 1,311,081 ( 92,764 ) 1,648,071 4,934 1,653,005
Net income — — 169,154 — 169,154 3,407 172,561
7 unchanged sentences
Balance at April 30, 2024
+Added: 51,983 414,885 1,425,844 ( 107,671 ) 1,733,058 4,267 1,737,325
Net income — — 246,062 — 246,062 5,014 251,076
−Removed: Other comprehensive (loss) income — — — ( 14,907 ) ( 14,907 ) 422 ( 14,485 )
+Added: Other comprehensive income (loss)
+Added: — — — 21,428 21,428 ( 560 ) 20,868
Dividends paid to shareholders — — ( 83,632 ) — ( 83,632 ) — ( 83,632 )
4 unchanged sentences
Balance at April 30, 2025
+Added: 51,458 $ 364,425 $ 1,588,274 $ ( 86,243 ) $ 1,866,456 $ 5,683 $ 1,872,139
The accompanying notes are an integral part of these consolidated financial statements.
9 unchanged sentences
Stock-based compensation expense 47,961 39,970 36,285
−Removed: Impairment of right-of-use assets 1,629 5,471 7,392
−Removed: Impairment of fixed assets 1,575 4,375 1,915
Provision for doubtful accounts 20,676 20,715 22,493
+Added: Gain on marketable securities
+Added: ( 17,105 ) ( 29,848 ) ( 2,874 )
Gain on cash surrender value of life insurance policies ( 11,597 ) ( 8,803 ) ( 10,576 )
−Removed: (Gain) loss on marketable securities ( 29,848 ) ( 2,874 ) 11,978
Deferred income taxes ( 6,404 ) ( 32,309 ) ( 14,403 )
+Added: Impairment of right-of-use assets 2,452 1,629 5,471
+Added: Impairment of fixed assets 509 1,575 4,375
Change in other assets and liabilities:
10 unchanged sentences
Purchase of property and equipment ( 62,484 ) ( 55,147 ) ( 70,382 )
−Removed: Purchase of marketable securities ( 45,768 ) ( 53,530 ) ( 82,015 )
+Added: Cash paid for acquisitions, net of cash acquired ( 44,442 ) — ( 254,750 )
Proceeds from sales/maturities of marketable securities 41,921 46,000 65,878
−Removed: Proceeds from life insurance policies 16,272 4,376 3,382
+Added: Purchase of marketable securities ( 39,453 ) ( 45,768 ) ( 53,530 )
Premium on company-owned life insurance policies ( 28,440 ) ( 15,185 ) ( 15,219 )
−Removed: Cash paid for acquisitions, net of cash acquired — ( 254,750 ) ( 133,802 )
+Added: Proceeds from life insurance policies 7,359 16,272 4,376
Dividends received from unconsolidated subsidiaries 40 — 150
6 unchanged sentences
7,868 8,347 7,606
+Added: Payments on life insurance policy loans ( 4,127 ) ( 123 ) ( 2,760 )
Dividends paid to noncontrolling interest ( 3,038 ) ( 4,496 ) ( 4,721 )
Principal payments on finance leases ( 1,631 ) ( 1,776 ) ( 1,639 )
−Removed: Payments on life insurance policy loans ( 123 ) ( 2,760 ) ( 178 )
Net cash used in financing activities ( 190,730 ) ( 116,333 ) ( 152,180 )
13 unchanged sentences
Nature of Business
−Removed: Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global organizational consulting firm.
−Removed: The Company helps clients synchronize strategy and talent to drive superior performance.
−Removed: The Company works with organizations to design their structures, roles, and responsibilities.
−Removed: The Company helps organizations hire the right people to bring their strategy to life and advise them on how to reward, develop, and motivate their people.
−Removed: The Company is pursuing a strategy designed to help Korn Ferry focus on clients and collaborate intensively across the organization.
−Removed: This approach is intended to build on the best of the Company’s past and give the Company a clear path to the future with focused initiatives to increase its client and commercial impact.
−Removed: Korn Ferry is transforming how clients address their talent management needs.
−Removed: The Company has evolved from a mono-line to a diversified business, giving its consultants more frequent and expanded opportunities to engage with clients.
−Removed: 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.
−Removed: Our five core solutions are as follows:
−Removed: Organizational Strategy, Assessment and Succession, Leadership and Professional Development, Total Rewards, and Talent Acquisition.
−Removed: 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.
−Removed: In either case, we are helping solve our clients’ most challenging business and human capital issues.
−Removed: The Company has eight reportable segments that operate through the following five lines of business:
−Removed: Consulting aligns organizational structure, culture, performance, development and people to drive sustainable growth by addressing four fundamental organizational and talent needs:
−Removed: Organizational Strategy, Assessment and Succession, Leadership and Professional Development, and Total Rewards.
−Removed: 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.
−Removed: Digital develops intellectual property ("IP") and science-based talent technology products that empower our clients.
−Removed: Our talent products and talent platform support our clients in making critical talent decisions across the continuum from talent acquisition to talent development.
−Removed: Executive Search helps organizations recruit board level, chief executive and other C-suite/senior executive and general management talent to deliver lasting impact.
−Removed: 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.
−Removed: Salary benchmarking then helps the Company to build appropriate frameworks for compensation and attraction.
−Removed: 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).
−Removed: 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.
−Removed: 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).
−Removed: Recruitment Process Outsourcing ("RPO") offers scalable recruitment outsourcing and project solutions leveraging a customized technology enabled service delivery platform and talent insights.
−Removed: 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.
+Added: Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global consulting firm that powers performance.
+Added: The Company helps unlock the potential in people and unleash transformation across organizations—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change.
+Added: Korn Ferry has expanded its capabilities and become a comprehensive partner for talent and organizational performance.
+Added: The Company delivers a broad range of offerings across the talent lifecycle, combining deep expertise with scalable delivery models to meet the needs of organizations at every stage of growth.
+Added: Korn Ferry delivers its services through five Solution areas and together, these areas comprise eight reportable segments, supported by a centralized corporate function that drive consistency, innovation, and scale.
+Added: These segments represent how the Company currently organizes and delivers work to the market, enabling Korn Ferry to deliver specialized expertise at scale while remaining agile in response to evolving client needs.
+Added: The five Solution areas are the following:
+Added: Consulting helps clients design and implement the talent strategies, organizational structures, and workforce capabilities and rewards to drive growth.
+Added: The consulting teams collaborate across Korn Ferry to deliver integrated solutions that support end-to-end transformation—from strategy through execution.
+Added: Digital leads the development, integration and commercialization of products in the Korn Ferry Talent Suite, as well as enabling technology across Korn Ferry's other Solution areas.
+Added: Built on decades of proprietary data, intellectual property ("IP"), behavioral science, and talent intelligence, these tools empower data-driven decision-making and provide real-time access to benchmarks, assessments, talent development, rewards, and diagnostics across the talent lifecycle.
+Added: They are leveraged in multiple ways:
+Added: by consultants within service delivery, as embedded components of Integrated Solutions, or accessed directly by clients through subscription- and license-based models.
+Added: Executive Search delivers industry-leading executive recruitment across global markets, powered by decades of expertise and deep industry/sector specialization, and Korn Ferry’s own top-tier executive search professionals.
+Added: The Company helps organizations recruit board-level, C-suite, and senior executive talent, using proprietary assessments, leadership benchmarks, and deep functional insight to identify leaders who align with strategy, culture, and long-term priorities.
+Added: This solution is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, Middle East and Africa (“EMEA”), Executive Search Asia Pacific ("APAC"), and Executive Search Latin America).
+Added: Professional Search & Interim focuses on scalable, high impact recruiting and interim talent solutions at the professional level that offer flexibility and speed in dynamic business environments.
+Added: Korn Ferry helps clients rapidly place permanent professionals and senior/professional interim leaders across business-critical functions such as Finance and Accounting, IT, HR, and Operations.
+Added: Recruitment Process Outsourcing ("RPO") provides high-volume, outsourced hiring solutions that deliver end-to-end talent acquisition services for enterprise clients.
+Added: These programs are delivered through global Talent Delivery Centers, using a technology enabled platform and are designed and managed to align with each client’s business objectives, leveraging Korn Ferry’s IP, data, science, and deep talent expertise.
+Added: Advanced technology and AI-driven tools are used to enhance the platform to drive scale, efficiency, and quality, while offering an engaging experience for candidates throughout the hiring process.
Basis of Consolidation and Presentation
4 unchanged sentences
Noncontrolling interest, which represents the Mexican partners’ 51 % interest in the Mexican subsidiary, is reflected on the Company’s consolidated financial statements.
+Added: The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.
Use of Estimates and Uncertainties
38 unchanged sentences
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.
+Added: Allowance for Doubtful Accounts
+Added: An allowance is established for doubtful accounts by taking a charge to general and administrative expenses.
+Added: The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: Allowance for Doubtful Accounts
−Removed: An allowance is established for doubtful accounts by taking a charge to general and administrative expenses.
−Removed: The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable.
+Added: experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable.
Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience.
1 unchanged sentence
The Company generally assesses future economic condition for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables.
−Removed: After the Company exhausts all collection efforts, the amount of the allowance is reduced for balances written off as uncollectible.
+Added: After the Company exhausts its collection efforts, the amount of the allowance is reduced for balances written off as uncollectible.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents.
−Removed: 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.
+Added: As of April 30, 2025 and 2024, the Company’s investments in cash equivalents consisted of money market funds and 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.
10 unchanged sentences
dividends are recorded as earned on the ex-dividend date.
−Removed: Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying consolidated statements of income in other income (loss), net.
+Added: Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying consolidated statements of income in other income, net.
The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made.
−Removed: The Company’s investment portfolio includes commercial paper and corporate notes/bonds as of April 30, 2024 and 2023 and also included U.S.
−Removed: Treasury and Agency securities as of April 30, 2024.
+Added: The Company’s investment portfolio includes commercial paper, corporate notes/bonds, and U.S.
+Added: Treasury and Agency securities.
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.
−Removed: A credit loss is recorded in the consolidated statements of income in other income (loss), net;
+Added: A credit loss is recorded in the consolidated statements of income in other income, net;
any amount in excess of the credit loss is recorded as unrealized losses as a component of comprehensive income.
10 unchanged sentences
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.
+Added: Unobservable inputs that reflect the reporting entity’s own assumptions.
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: Unobservable inputs that reflect the reporting entity’s own assumptions.
As of April 30, 2025 and 2024, the Company held certain assets that are required to be measured at fair value on a recurring basis.
10 unchanged sentences
The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition.
−Removed: Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill, or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded.
−Removed: Adjustments to fair value assessments are generally recorded to goodwill over the measurement period (not longer than 12 months).
−Removed: The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as committed and requires the Company to recognize and measure certain assets and liabilities including those arising from contingencies and contingent consideration in a business combination.
+Added: Identifiable assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts recognized is recorded as goodwill, or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded.
+Added: Among other things, goodwill arises because the purchase prices for businesses acquired reflect a number of factors including the future earnings and cash flow potential of the businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company's existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.
+Added: Adjustments to fair value assessments that existed about the assets and liabilities at the acquisition date are generally recorded as a purchase price adjustment to goodwill over the measurement period (not longer than 12 months).
+Added: The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as incurred and requires the Company to recognize and measure at fair value identifiable assets and liabilities including those arising from contingencies and contingent consideration in a business combination.
The Company determines if an arrangement is a lease at inception.
9 unchanged sentences
For all leases with non-lease components the Company accounts for the lease and non-lease components as a single lease component.
+Added: KORN FERRY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: April 30, 2025 (continued)
Property and Equipment, Net
5 unchanged sentences
Long-lived assets include property, equipment, ROU assets and software developed or obtained for internal use.
−Removed: In accordance with ASC 360, Property, Plant and Equipment , management reviews the Company’s recorded long-lived assets
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
−Removed: for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.
+Added: In accordance with ASC 360, Property, Plant and Equipment , management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.
Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During fiscal 2025, 2024 and 2023, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of the ROU assets of $ 2.5 million, $ 1.6 million and $ 5.5 million, respectively, and an impairment of leasehold improvements and furniture and fixtures of $ 0.2 million, $ 0.1 million and $ 4.4 million, respectively, recorded in the accompanying consolidated statements of income in general and administrative expenses.
+Added: During fiscal 2025 and 2024, the Company also recognized a software impairment charge in the Digital segment of $ 0.4 million and $ 1.5 million, respectively, which was recorded in the accompanying consolidated statements of income in general administrative expenses.
Goodwill and Intangible Assets
1 unchanged sentence
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.
−Removed: As of January 31, 2024, the Company completed the annual qualitative test which did not indicate any impairment.
−Removed: During the fourth quarter, the Company voluntarily changed the date of the annual impairment test from January 31 to February 1.
−Removed: This voluntary change is preferable under the circumstances as it results in better alignment with the Company’s annual operating plan process.
−Removed: 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.
−Removed: As of February 1, 2024, the Company performed a quantitative test.
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: As a result, no impairment charge was recognized in fiscal 2024.
−Removed: As of April 30, 2024, there were no indicators of potential impairment with respect to the Company's goodwill that would require further testing.
+Added: Results of the annual qualitative test performed as of February 1, 2025, indicated that the fair value of the reporting units exceeded its carrying value and no indicators of impairment were identified.
+Added: As a result, no impairment charge was recognized.
+Added: As of April 30, 2025 and 2024, there were no indicators of potential impairment with respect to the Company's goodwill that would require further testing for impairment.
Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP.
2 unchanged sentences
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.
−Removed: The Company reviewed its intangible assets and did not identify any impairment as of April 30, 2024, 2023 and 2022.
+Added: The Company reviewed its intangible assets and did not identify any indicators of impairment as of April 30, 2025, 2024 and 2023.
Compensation and Benefits Expense
3 unchanged sentences
The portion of the expenses applicable to annual performance-related bonuses refers to the Company’s annual employee performance-related bonus with respect to a fiscal year, the amount of which is communicated and paid to each eligible employee following the completion of the fiscal year.
−Removed: 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.
−Removed: 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,
+Added: At the end of each fiscal year, annual performance-related bonuses take into account final individual consultant productivity (including referred work), Company/solution results, including profitability, the achievement of strategic objectives, the results of individual performance appraisals, competitive forces and the current and future economic conditions.
+Added: 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.
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: including profitability, the achievement of strategic objectives, the results of individual performance appraisals and the current economic landscape.
−Removed: 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.
−Removed: 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.
+Added: Such changes in the bonus estimate historically have not been significant.
The performance-related bonus expense was $ 400.2 million, $ 390.0 million and $ 409.4 million for the years ended April 30, 2025, 2024 and 2023, respectively, included in compensation and benefits expense in the consolidated statements of income.
27 unchanged sentences
The change in the CSV of COLI contracts, net of insurance premiums paid and gains realized, is reported net in compensation and benefits expense.
−Removed: As of April 30, 2024 and 2023, the Company held contracts with net CSV of
+Added: As of April 30, 2025 and 2024, the Company held contracts with net CSV of $ 252.6 million and $ 219.0 million, respectively.
+Added: If the issuing insurance companies were to become insolvent, 60 % of the net CSV would be subject to credit risk as the Company would be considered a general creditor.
+Added: Management, together with its outside advisors, routinely monitors the claims paying abilities of these insurance companies.
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: $ 219.0 million and $ 198.0 million, respectively.
−Removed: 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.
−Removed: Management, together with its outside advisors, routinely monitors the claims paying abilities of these insurance companies.
Restructuring Charges, Net
2 unchanged sentences
Earnings Per Share
−Removed: 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.
+Added: The Company treats 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.
6 unchanged sentences
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.
−Removed: 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.
+Added: Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share or decrease loss per share, are anti-dilutive and are not included in the computation of diluted earnings per share.
Stock-Based Compensation
7 unchanged sentences
Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, net.
−Removed: 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.
+Added: Gains and losses from foreign currency transactions are included in general and administrative expense in the period incurred.
During fiscal 2025, 2024 and 2023, the Company recorded foreign currency losses of $ 2.8 million, $ 4.5 million and $ 2.0 million respectively, in general and administrative expenses in the consolidated statements of income.
25 unchanged sentences
Recently Adopted Accounting Standards
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Recent Accounting Standards - Not Yet Adopted
−Removed: 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.
+Added: In November 2023, the Financial Accounting Standards Board issued an 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.
−Removed: The Company will adopt this guidance in its fiscal year beginning May 1, 2024.
−Removed: The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.
−Removed: In December 2023, the Financial Accounting Standards Board issued an amendment in accounting update for income taxes disclosures.
−Removed: The new amendment provides improvements to income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid.
+Added: The Company adopted this guidance in fiscal 2025 and will adopt the guidance in the interim period beginning in fiscal 2026.
+Added: The adoption of this guidance did not have a material impact on the consolidated financial statements.
+Added: Recent Accounting Standards - Not Yet Adopted
+Added: In December 2023, the Financial Accounting Standards Board issued an accounting update for income taxes disclosures.
+Added: The new amendments provide 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.
1 unchanged sentence
The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.
+Added: In November 2024, the Financial Accounting Standards Board issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.
+Added: The amendment in this update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The Company will adopt this guidance in fiscal 2028 and in the interim periods beginning in fiscal 2029.
+Added: The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.
KORN FERRY AND SUBSIDIARIES
21 unchanged sentences
During fiscal 2025, 2024 and 2023, restricted stock awards of 0.7 million shares, 1.0 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.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
Comprehensive Income
5 unchanged sentences
Deferred compensation and pension plan adjustments, net of taxes 7,604 8,370
−Removed: Marketable securities unrealized loss, net of tax
−Removed: ( 37 ) ( 285 )
+Added: Marketable securities unrealized gain (loss), net of tax
Accumulated other comprehensive loss, net $ ( 86,243 ) $ ( 107,671 )
+Added: KORN FERRY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: April 30, 2025 (continued)
The following table summarizes the changes in each component of accumulated other comprehensive loss, net:
6 unchanged sentences
Balance as of May 1, 2022
+Added: $ ( 92,717 ) $ 961 $ ( 429 ) $ ( 92,185 )
Unrealized (losses) gains arising during the period
2 unchanged sentences
Balance as of April 30, 2023
+Added: ( 96,860 ) 4,381 ( 285 ) ( 92,764 )
Unrealized (losses) gains arising during the period ( 19,144 ) 3,663 248 ( 15,233 )
1 unchanged sentence
Balance as of April 30, 2024
−Removed: Unrealized (losses) gains arising during the period ( 19,144 ) 3,663 248 ( 15,233 )
−Removed: Reclassification of realized net losses to net income — 326 — 326
+Added: ( 116,004 ) 8,370 ( 37 ) ( 107,671 )
+Added: Unrealized gains (losses) arising during the period
+Added: 22,100 ( 625 ) 96 21,571
+Added: Reclassification of realized net gains to net income
+Added: — ( 141 ) ( 2 ) ( 143 )
Balance as of April 30, 2025
$ ( 93,904 ) $ 7,604 $ 57 $ ( 86,243 )
−Removed: (1) The tax effects on unrealized gains were $ 1.3 million, $ 1.1 million and $ 6.0 million as of April 30, 2024, 2023 and 2022, respectively.
−Removed: 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.
−Removed: (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.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
+Added: _______________________________
+Added: (1) The tax effects on unrealized (losses) gains were $( 0.3 ) million, $ 1.3 million and $ 1.1 million as of April 30, 2025, 2024 and 2023, respectively.
+Added: The tax effects on reclassifications of realized net (gains) losses were $( 0.1 ) million, $ 0.1 million and $ 0.1 million as of April 30, 2025, 2024 and 2023, respectively.
+Added: (2) The tax effects on unrealized gains were $ 0.1 million and $ 0.1 million as of April 30, 2024 and 2023, respectively.
Employee Stock Plans
8 unchanged sentences
Stock Incentive Plan
−Removed: At the Company’s 2022 Annual Meeting of Stockholders, held on September 22, 2022, the Company’s stockholders approved the Korn Ferry 2022 Stock Incentive Plan (the "2022 Plan"), which, among other things, increased the total number of shares of the Company’s common stock available for stock-based awards by 1,700,000 shares, leaving 2,248,284 shares available for issuance, subject to certain changes in the Company’s capital structure and other extraordinary events.
−Removed: The 2022 Plan requires a minimum one-year vesting for all future awards, and provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, restricted stock and restricted stock units, any of which are market-based, and incentive bonuses, which may be paid in cash or stock or a combination thereof.
+Added: At the Company's 2024 Annual Meeting of Stockholders, held on September 25, 2024, the Company's stockholders approved the Korn Ferry Amended and Restated 2022 Stock Incentive Plan (the "Plan"), which among other things, increased the total number of shares of the Company's common stock available for stock-based awards by 1,900,000 shares, leaving 2,848,558 shares available for issuance and extended the term of the Plan to September 25, 2034.
+Added: The Plan requires a minimum one-year vesting for all future awards, and provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, restricted stock and restricted stock units, any of which may be market-based, and incentive bonuses, which may be paid in cash or stock or a combination thereof.
Restricted Stock
3 unchanged sentences
The Company recognizes compensation expense for time-based restricted stock awards on a straight-line basis over the vesting period.
+Added: KORN FERRY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: April 30, 2025 (continued)
The Company also grants market-based restricted stock units to executive officers and other senior employees.
14 unchanged sentences
As of April 30, 2025, there were 0.7 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $ 22.8 million.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
As of April 30, 2025, there was $ 65.0 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.
10 unchanged sentences
During fiscal 2025, 2024 and 2023, the Company repurchased (on the open market or privately negotiated transactions) 1,276,500 shares of the Company’s common stock for $ 88.9 million, 930,000 shares for $ 52.5 million and 1,709,867 shares for $ 93.9 million, respectively.
+Added: Cash Dividends
+Added: The following table shows the Company's cash dividend declared per share for the periods indicated:
+Added: Year Ended April 30,
+Added: 2025 2024 2023
+Added: Cash dividends declared per share
+Added: $ 1.59 $ 1.02 $ 0.60
KORN FERRY AND SUBSIDIARIES
10 unchanged sentences
Current Marketable
−Removed: Non-current Other Accrued Liabilities
+Added: Non-current Income Taxes & Other Receivables
(in thousands)
Changes in Fair Value Recorded in
−Removed: Other Comprehensive Loss
+Added: Other Comprehensive Income
Commercial paper $ 3,842 $ — $ ( 1 ) $ 3,841 $ 500 $ 3,341 $ — $ —
20 unchanged sentences
Current Marketable
−Removed: Non-current Income Taxes & Other
+Added: Non-current Other Accrued Liabilities
(in thousands)
3 unchanged sentences
Corporate notes/bonds 17,322 3 ( 27 ) 17,298 — 10,050 7,248 —
+Added: 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 $ —
11 unchanged sentences
During fiscal 2025, 2024 and 2023 the fair value of the investments increased;
−Removed: therefore, the Company recognized income of $ 29.8 million and $ 2.9 million, respectively, which was recorded in other income (loss), net.
−Removed: During fiscal 2022, the fair value of the investments decreased;
−Removed: therefore, the Company recognized a loss of $ 12.0 million which was recorded in other income (loss), net.
+Added: therefore, the Company recognized income of $ 17.1 million, $ 29.8 million and $ 2.9 million respectively, which was recorded in other income, net.
Investments in marketable securities classified as available-for-sale securities are made based on the Company’s investment policy, which restricts the types of investments that can be made.
−Removed: 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.
−Removed: Treasury and Agency securities as of April 30, 2024, for which market prices for similar assets are readily available.
+Added: As of April 30, 2025 and 2024 marketable securities classified as available-for-sale consisted of commercial paper, corporate notes/bonds, and U.S.
+Added: Treasury and Agency securities, 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.
3 unchanged sentences
As of April 30, 2025 and 2024, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available.
−Removed: 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.
+Added: Unrealized gains that relate to equity securities still held as of April 30, 2025 and 2024 were $ 1.3 million and $ 25.1 million, respectively, while unrealized losses that relate to equity securities held as of April 30, 2023 was $ 3.8 million.
KORN FERRY AND SUBSIDIARIES
11 unchanged sentences
The Company recognizes forward contracts as a net asset or net liability on the consolidated balance sheets as such contracts are covered by master netting agreements.
−Removed: During fiscal 2024 and 2023, the Company incurred gains of $ 0.6 million and $ 2.1 million, respectively, related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income.
During fiscal 2025, the Company incurred losses of $ 1.0 million related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income.
−Removed: These foreign currency gains/losses offset foreign currency losses/gains that result from transactions denominated in a currency other than the Company’s functional currency.
+Added: During fiscal 2024 and 2023, the Company incurred gains of $ 0.6 million and $ 2.1 million, respectively, related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income.
+Added: These foreign currency losses/gains offset foreign currency gains/losses that result from transactions denominated in a currency other than the Company’s functional currency.
The cash flows related to foreign currency forward contracts are included in cash flows from operating activities.
30 unchanged sentences
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.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
Deferred Compensation and Pension Plans
6 unchanged sentences
Interest cost 17,772 13,447
−Removed: Actuarial gain ( 5,001 ) ( 6,083 )
+Added: Actuarial loss (gain)
+Added: 1,482 ( 5,001 )
Administrative expenses paid ( 234 ) ( 240 )
21 unchanged sentences
(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.
−Removed: 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.
+Added: As the COLI contracts are held in trust and are not separated from the Company's general corporate assets, they are not included in the funded status.
As of April 30, 2025 and 2024, the Company held contracts with gross CSV of $ 325.5 million and $ 295.9 million, offset by outstanding policy loans of $ 72.8 million and $ 77.0 million, respectively.
−Removed: The pension obligation in fiscal 2024 increased compared to fiscal 2023 due to the ongoing accruals for the LTPU Plan for additional awards issued in fiscal 2024.
−Removed: Additionally, the actual return on plan assets was lower than the expected return and this caused our funded position to decrease.
−Removed: The increase in pension benefit obligations was partially offset by the actuarial
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: gain which was primarily due to an increase in discount rates.
+Added: The pension obligation in fiscal 2025 increased compared to fiscal 2024 due to the ongoing accruals for the LTPU Plan for additional awards issued and an actuarial loss in fiscal 2025 compared to fiscal 2024 primarily due to a decrease in discount rates in fiscal 2025.
The fair value measurements of the defined benefit plan assets fall within the following levels of the fair value hierarchy as of April 30, 2025 and 2024:
13 unchanged sentences
Asset allocation targets are reviewed periodically with investment advisors to determine the appropriate investment strategies for acceptable risk levels.
−Removed: Our target allocation ranges are as follows:
+Added: The Company's target allocation ranges are as follows:
equity securities 40 % to 60 % and debt securities 40 % to 60 %.
−Removed: We establish our estimated long‑term return on plan assets considering various factors, including the targeted asset allocation percentages, historic returns and expected future returns.
+Added: Korn Ferry establishes its estimated long‑term return on plan assets considering various factors, including the targeted asset allocation percentages, historic returns and expected future returns.
The components of net periodic benefits costs are as follows:
5 unchanged sentences
Amortization of actuarial loss 248 818 945
−Removed: Net prior service credit amortization ( 97 ) ( 97 ) ( 97 )
Expected return on plan assets ( 1,065 ) ( 1,088 ) ( 1,156 )
+Added: Net prior service credit amortization ( 97 ) ( 97 ) ( 97 )
Net periodic benefit cost (1)
1 unchanged sentence
_______________________________
−Removed: (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.
+Added: (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, net, respectively, on the consolidated statements of income.
The weighted-average assumptions used in calculating the benefit obligations were as follows:
11 unchanged sentences
(in thousands)
−Removed: 2025 $ 28,881
−Removed: 2030-2034 286,973
Medical and Life Insurance Plan
7 unchanged sentences
Interest cost 219 217
−Removed: Actuarial gain ( 321 ) ( 93 )
+Added: Actuarial loss (gain)
Benefits paid ( 472 ) ( 507 )
15 unchanged sentences
_______________________________
−Removed: (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.
+Added: (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, net, respectively, on the consolidated statements of income.
KORN FERRY AND SUBSIDIARIES
10 unchanged sentences
(in thousands)
−Removed: 2030-2034 1,719
International Retirement Plans
5 unchanged sentences
In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance.
−Removed: Certain key management may also receive Company ECAP contributions upon commencement of employment.
+Added: Certain key members of management may also receive Company ECAP contributions upon commencement of employment.
The Company amortizes these contributions on a straight-line basis over the service period, generally a five-year period.
4 unchanged sentences
During fiscal 2025, 2024 and 2023, the deferred compensation liability increased;
−Removed: therefore, the Company recognized a compensation expense of $ 29.5 million and $ 3.5 million, respectively.
−Removed: Offsetting the increase in compensation and benefits expense in fiscal 2024 and 2023 was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $ 29.8 million and $ 2.9 million in fiscal 2024 and 2023, respectively, recorded in other income (loss), net on the consolidated statements of income.
−Removed: During fiscal 2022, deferred compensation liability decreased;
−Removed: therefore, the Company recognized a reduction in compensation expense of $ 10.6 million.
−Removed: 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.
+Added: therefore, the Company recognized a compensation expense of $ 16.6 million, $ 29.5 million and $ 3.5 million, respectively.
+Added: Offsetting the increase in compensation and benefits expense in fiscal 2025, 2024 and 2023 was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $ 17.1 million, $ 29.8 million and $ 2.9 million in fiscal 2025, 2024 and 2023, respectively, recorded in other income, net on the consolidated statements of income.
KORN FERRY AND SUBSIDIARIES
8 unchanged sentences
Gain on investment
+Added: 16,585 29,492
Employee distributions ( 25,513 ) ( 21,668 )
11 unchanged sentences
In addition, the Company intends to make an additional matching contribution relating to fiscal 2025 of $ 2.7 million in fiscal 2026, which are accrued in compensation and benefits payable on the consolidated balance sheet.
−Removed: 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.
−Removed: 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.
+Added: The Company made $ 3.5 million in matching contributions during fiscal 2024 and an additional $ 2.4 million in matching contributions in fiscal 2025 related to contributions made by employees in fiscal 2024.
+Added: The Company made $ 3.5 million in matching contributions during fiscal 2023 and an additional $ 3.1 million in matching contributions in fiscal 2024 related to contributions made by employees in fiscal 2023.
Company Owned Life Insurance
−Removed: 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.
+Added: 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 setting aside funds to cover such plans.
The gross CSV of these contracts of $ 325.5 million and $ 295.9 million as of April 30, 2025 and 2024, respectively, is offset by outstanding policy loans of $ 72.8 million and $ 77.0 million in the accompanying consolidated balance sheets as of April 30, 2025 and 2024, respectively.
2 unchanged sentences
however, there may not be a direct correlation between the timing of the future cash receipts and disbursements under these arrangements.
−Removed: 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.
+Added: The CSV of the underlying COLI investments increased by $ 11.6 million, $ 8.8 million and $ 10.6 million during fiscal 2025, 2024 and 2023, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying consolidated statements of income.
Certain of the policies are held in trusts to provide additional benefit security for the deferred compensation and pension plans.
3 unchanged sentences
A contract liability (deferred revenue) is recorded when cash is received in advance of performance of the obligation.
−Removed: Deferred revenue represents the future performance obligations to transfer control of products or services for which we have already received consideration.
+Added: Deferred revenue represents the future performance obligations to transfer control of products or services for which the Company has already received consideration.
Deferred revenue is presented in other accrued liabilities on the consolidated balance sheets.
6 unchanged sentences
Contract liabilities-deferred revenue $ 245,379 $ 240,958
−Removed: During fiscal 2024, 2023, and 2022 we recognized revenue of $ 195.2 million, $ 181.7 million and $ 131.3 million, respectively, that were included in the contract liabilities balance at the beginning of the period.
+Added: During fiscal 2025, 2024, and 2023 the Company recognized revenue of $ 184.9 million, $ 195.2 million and $ 181.7 million, respectively, that were included in the contract liabilities balance at the beginning of the period.
Performance Obligations
5 unchanged sentences
Disaggregation of Revenue
−Removed: The Company disaggregates its revenue by line of business and further by region for Executive Search.
+Added: The Company disaggregates its revenue by solution area and further by region for Executive Search.
This information is presented in Note 12—Segments.
7 unchanged sentences
Life Sciences/Healthcare 475,779 17.4 485,321 17.6 522,372 18.4
−Removed: Technology 404,569 14.6 483,787 17.1 456,498 17.4
+Added: 396,027 14.5 404,569 14.6 483,787 17.1
Consumer Goods
+Added: 349,196 12.8 382,175 13.8 386,409 13.6
Education/Non–Profit/General 177,725 6.5 184,926 6.7 143,300 5.1
30 unchanged sentences
Corporate notes/bonds $ 11,022 $ 26 $ 1,999 $ 1 $ — $ 9,050 $ 3,971
+Added: Treasury and Agency Securities $ 4,346 $ 9 $ — $ — $ — $ 2,441 $ 1,905
Balance at April 30, 2025
1 unchanged sentence
Corporate notes/bonds $ 7,803 $ 10 $ — $ — $ — $ 4,630 $ 3,173
−Removed: 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 .
68 unchanged sentences
Although realization is not assured, management believes that it is more-likely-than-not that the net deferred tax assets will be realized.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In fiscal 2025, the Company’s valuation allowance decreased by $ 3.0 million primarily due to releases of valuation allowances against deferred tax assets, including net operating loss carryforwards, in certain foreign jurisdictions that were now more-likely-than-not to be realized.
+Added: In fiscal 2024, the Company’s valuation allowance decreased by $ 12.7 million primarily due to the release of a $ 9.7 million valuation allowance as a result of actions taken in connection with the global minimum tax, and other releases of valuation allowances against deferred tax assets, primarily net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized.
+Added: In fiscal 2023, the Company's valuation allowance increased by $ 1.2 million, 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.
+Added: The global minimum tax, which is also known as Pillar Two under the Organization for Economic Cooperation and Development framework on Base Erosion and Profit Shifting and was first applicable to Korn Ferry in fiscal 2025,
+Added: did not have a material impact on the Company’s tax provision.
As of April 30, 2025, the Company had U.S.
2 unchanged sentences
The Company also has foreign net operating loss carryforwards of $ 93.9 million, which, if unutilized, will begin to expire in fiscal 2026.
+Added: KORN FERRY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: April 30, 2025 (continued)
The Company continues to consider approximately $ 831.0 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.
4 unchanged sentences
federal income tax liability on the undistributed earnings in the event they are repatriated to the United States.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
The Company elected to treat taxes due on future U.S.
3 unchanged sentences
These income tax returns are subject to audit by the Internal Revenue Service (the “IRS”) and various state and foreign tax authorities.
−Removed: Currently, income tax returns of the Company’s subsidiaries are under audit in Germany, Saudi Arabia, Switzerland, Japan, India, United Kingdom and United States.
+Added: Currently, income tax returns of the Company’s subsidiaries are under audit in Germany, Saudi Arabia, India, United Kingdom and United States.
The Company’s income tax returns are not otherwise under examination in any material jurisdictions.
20 unchanged sentences
The Company had an accrual of $ 0.4 million and $ 0.2 million as of April 30, 2025 and 2024, respectively, for penalties related to unrecognized tax benefits.
−Removed: 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.
+Added: The Company recognized tax expense of $ 0.8 million and $ 0.4 million for interest and penalties related to unrecognized tax benefits during fiscal 2025 and 2023, respectively.
The Company did not recognize a tax expense for interest and penalties related to unrecognized tax benefits during fiscal 2024.
10 unchanged sentences
Automobiles 3,609 3,377
+Added: Property and equipment, gross
601,327 536,819
11 unchanged sentences
The Company may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes.
−Removed: 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:
−Removed: Year Percentage
−Removed: 2022 102.313 %
−Removed: 2023 101.156 %
−Removed: 2024 and thereafter 100.000 %
+Added: The Company may redeem the Notes at the principal amount, plus accrued and unpaid interest.
The Notes allow the Company to pay $ 25.0 million of dividends per fiscal year with no restrictions, plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00, and the Company is not in default under the indenture governing the Notes.
6 unchanged sentences
The fair value of the Notes was classified as a Level 2 measurement in the fair value hierarchy.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
Long-term debt, at amortized cost, consisted of the following:
3 unchanged sentences
Long-term borrowings, net of unamortized discount and debt issuance costs $ 397,736 $ 396,946
+Added: KORN FERRY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: April 30, 2025 (continued)
Credit Facilities
On June 24, 2022, the Company entered into an amendment (the “Amendment”) to its December 16, 2019 Credit Agreement (the “Credit Agreement”;
−Removed: 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.
−Removed: 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”).
−Removed: The Delayed Draw Facility expired on June 24, 2023.
+Added: 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) replace the London interbank offered rate with forward-looking Secured Overnight Financing Rate (" SOFR") term rate (“Term SOFR”) as described below and (iii) replace the existing financial covenants with the financial covenant described below.
+Added: The Amended Credit Agreement provides for five-year senior secured credit facilities comprised of a $ 650.0 million revolving credit facility (the “Revolver”).
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.
11 unchanged sentences
The Company has a total of $ 645.6 million and $ 645.5 million available under the Credit Facilities as of April 30, 2025 and 2024 , respectively, after $ 4.4 million and $ 4.5 million of standby letters of credit were issued as of April 30, 2025 and 2024 , respectively.
−Removed: 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 $ 13.1 million and $ 13.2 million of standby letters with other financial institutions as of April 30, 2025 and 2024 , respectively.
3 unchanged sentences
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 %.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 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.
−Removed: The Company’s eight reportable segments operate through the following five lines of business:
−Removed: Consulting aligns organizational structure, culture, performance, development, and people to drive sustainable growth by addressing four fundamental organizational and talent needs:
−Removed: Organizational Strategy, Assessment and Succession, Leadership and Professional Development and Total Rewards.
−Removed: 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.
−Removed: Digital develops IP and science-based talent technology products that empower our clients.
−Removed: Our talent products and talent platform support our clients in making critical talent decisions across the continuum from talent acquisition to talent development.
−Removed: Executive Search helps organizations recruit board level, chief executive and other C-suite/senior executive and general management talent to deliver lasting impact.
−Removed: 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.
−Removed: Salary benchmarking then helps the Company build appropriate frameworks for compensation and attraction.
−Removed: 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).
−Removed: 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.
−Removed: 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 and HR roles).
−Removed: RPO offers scalable recruitment outsourcing and projects solutions leveraging a customized technology enabled service delivery platform and talent insights.
−Removed: 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.
3 unchanged sentences
The Company also operates Corporate to record global expenses.
−Removed: 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”).
+Added: The Company's chief executive officer is the Company's chief operating decision maker ("CODM"), which evaluates performance and allocates resources based on the review of the Company’s 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).
−Removed: The CODM is not provided asset information by reportable segment.
+Added: The CODM is not provided asset information by reportable segment, because asset information is not used for purposes of evaluating segment performance or allocating resources among segments.
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: Financial highlights are as follow:
+Added: Financial highlights by reportable segments are as follows:
Year Ended April 30, 2025
−Removed: 2024 2023 2022
+Added: Executive Search
+Added: North America
+Added: Latin America
+Added: Professional Search & Interim
(in thousands)
1 unchanged sentence
Total revenue $ 674,070 $ 363,727 $ 542,068 $ 195,268 $ 87,840 $ 28,876 $ 507,246 $ 361,991 $ — $ 2,761,086
−Removed: Net income attributable to Korn Ferry $ 169,154 $ 209,529 $ 326,360
−Removed: Net income attributable to noncontrolling interest 3,407 3,525 4,485
−Removed: Other (income) loss, net ( 30,681 ) ( 5,261 ) 11,880
−Removed: Interest expense, net 20,968 25,864 25,293
−Removed: Income tax provision 50,081 82,683 102,056
−Removed: Operating income 212,929 316,340 470,074
−Removed: Depreciation and amortization 77,966 68,335 63,521
−Removed: Other income (loss), net 30,681 5,261 ( 11,880 )
−Removed: Integration/acquisition costs 14,866 14,922 7,906
−Removed: Impairment of fixed assets 1,575 4,375 1,915
−Removed: Impairment of right-of-use assets
+Added: Compensation and benefits (1)
$ 453,964 $ 179,487 $ 362,296 $ 145,397 $ 61,662 $ 18,175 $ 186,184 $ 269,043 $ 71,908
−Removed: Restructuring charges, net 68,558 42,573 —
−Removed: Adjusted EBITDA (1)
+Added: General and administrative expenses (2)
51,330 38,762 33,324 17,034 7,838 2,534 19,484 21,154 60,524
+Added: Cost of services
44,428 33,927 3,825 287 318 213 190,772 11,305 —
−Removed: (1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets, and restructuring charges, net.
−Removed: Financial highlights by reportable segments are as follows:
+Added: Other segment items (3)
+Added: 8,867 ( 1,145 ) ( 5,619 ) 861 ( 97 ) ( 195 ) 3,206 7,854 ( 1,687 )
+Added: Segment Adjusted EBITDA
+Added: 115,481 112,696 148,242 31,689 18,119 8,149 107,600 52,635 ( 130,745 ) 463,866
+Added: Reconciliation of Segment Adjusted EBITDA
+Added: Depreciation and amortization
+Added: Restructuring charges, net
+Added: Interest expense, net
+Added: Impairment of right-to-use assets
+Added: Impairment of fixed assets
+Added: Integration/acquisition costs
+Added: Management separation charges
+Added: Income tax provision
+Added: Net income attributable to noncontrolling interest
+Added: Net income attributable to Korn Ferry
+Added: _______________________________
+Added: (1) Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts.
+Added: Excludes integration/acquisition costs and management separation charges as they are excluded from Adjusted EBITDA.
+Added: (2) Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.
+Added: Excludes impairment of right-of-use assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.
+Added: (3) Includes reimbursed expenses and other income, net.
+Added: KORN FERRY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: April 30, 2025 (continued)
Year Ended April 30, 2024
−Removed: Fee revenue Total revenue Adjusted EBITDA (1)
−Removed: (in thousands)
−Removed: Consulting $ 695,007 $ 706,805 $ 114,260
−Removed: Digital 366,699 366,924 108,669
Executive Search
North America
−Removed: EMEA 184,516 185,552 25,902
−Removed: Asia Pacific 85,863 86,273 18,923
Latin America
Professional Search & Interim
−Removed: RPO 354,107 362,997 40,399
−Removed: Corporate — — ( 128,098 )
−Removed: Consolidated $ 2,762,671 $ 2,795,505 $ 408,204
+Added: (in thousands)
+Added: Fee revenue $ 695,007 $ 366,699 $ 506,927 $ 184,516 $ 85,863 $ 28,937 $ 540,615 $ 354,107 $ — $ 2,762,671
+Added: Total revenue $ 706,805 $ 366,924 $ 513,545 $ 185,552 $ 86,273 $ 28,956 $ 544,453 $ 362,997 $ — $ 2,795,505
+Added: Compensation and benefits (1)
$ 484,468 $ 187,924 $ 371,237 $ 141,670 $ 58,835 $ 18,664 $ 210,356 $ 284,349 $ 72,613
−Removed: (1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization and further excludes integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets, and restructuring charges, net.
+Added: General and administrative expenses (2)
+Added: 54,176 38,452 31,588 16,351 8,831 4,761 23,846 18,612 58,400
+Added: Cost of services
+Added: 45,399 33,290 3,419 513 184 218 205,765 11,227 —
+Added: Other segment items (3)
+Added: 8,502 ( 1,411 ) ( 13,409 ) 1,116 ( 500 ) ( 258 ) 2,618 8,410 ( 2,915 )
+Added: Segment Adjusted EBITDA
+Added: 114,260 108,669 120,710 25,902 18,923 5,571 101,868 40,399 ( 128,098 ) 408,204
+Added: Reconciliation of Segment Adjusted EBITDA
+Added: Depreciation and amortization
+Added: Restructuring charges, net
+Added: Interest expense, net
+Added: Impairment of right-to-use assets
+Added: Impairment of fixed assets
+Added: Integration/acquisition costs
+Added: Income tax provision
+Added: Net income attributable to noncontrolling interest
+Added: Net income attributable to Korn Ferry
+Added: _______________________________
+Added: (1) Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts.
+Added: Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.
+Added: (2) Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.
+Added: Excludes impairment of right-of-use assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.
+Added: (3) Includes reimbursed expenses and other income, net.
KORN FERRY AND SUBSIDIARIES
2 unchanged sentences
Year Ended April 30, 2023
−Removed: Fee revenue Total revenue Adjusted EBITDA (1)
−Removed: (in thousands)
−Removed: Consulting $ 677,001 $ 686,979 $ 108,502
−Removed: Digital 354,651 354,967 97,458
Executive Search
North America
−Removed: EMEA 187,014 188,114 31,380
−Removed: Asia Pacific 95,598 95,956 24,222
Latin America
Professional Search & Interim
−Removed: RPO 424,563 431,496 52,588
−Removed: Corporate — — ( 117,972 )
−Removed: Consolidated $ 2,835,408 $ 2,863,836 $ 457,277
+Added: (in thousands)
+Added: Fee revenue $ 677,001 $ 354,651 $ 562,139 $ 187,014 $ 95,598 $ 31,047 $ 503,395 $ 424,563 $ — $ 2,835,408
+Added: Total revenue $ 686,979 $ 354,967 $ 568,212 $ 188,114 $ 95,956 $ 31,054 $ 507,058 $ 431,496 $ — $ 2,863,836
+Added: Compensation and benefits (1)
$ 478,549 $ 189,084 $ 386,070 $ 140,508 $ 61,949 $ 20,379 $ 214,949 $ 339,000 $ 62,362
−Removed: (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, and restructuring charges, net.
+Added: General and administrative expenses (2)
+Added: 51,956 37,413 32,437 14,667 9,697 1,397 27,082 21,220 56,174
+Added: Cost of services
+Added: 39,689 31,522 3,370 731 138 92 150,967 11,990 —
+Added: Other segment items (3)
+Added: 8,283 ( 510 ) 5,485 828 ( 50 ) ( 184 ) 3,181 6,698 ( 564 )
+Added: Segment Adjusted EBITDA
+Added: 108,502 97,458 140,850 31,380 24,222 9,370 110,879 52,588 ( 117,972 ) 457,277
+Added: Reconciliation of Segment Adjusted EBITDA
+Added: Depreciation and amortization
+Added: Restructuring charges, net
+Added: Interest expense, net
+Added: Impairment of right-to-use assets
+Added: Impairment of fixed assets
+Added: Integration/acquisition costs
+Added: Income tax provision
+Added: Net income attributable to noncontrolling interest
+Added: Net income attributable to Korn Ferry
+Added: _______________________________
+Added: (1) Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts.
+Added: Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.
+Added: (2) Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.
+Added: Excludes impairment of right-of use-assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.
+Added: (3) Includes reimbursed expenses and other income, net.
+Added: Fee revenue attributed to an individual customer or country, other than the U.S.
+Added: and United Kingdom in fiscal 2025, and the U.S.
+Added: in fiscal 2024 and 2023, did not account for more than 10% of the total fee revenue in those fiscal years.
+Added: Fee revenue classified by country in which the Company derives revenues are as follows:
Year Ended April 30,
−Removed: Fee revenue Total revenue Adjusted EBITDA (1)
+Added: 2025 2024 2023
(in thousands)
−Removed: Consulting $ 650,204 $ 654,199 $ 116,108
−Removed: Digital 349,025 349,437 110,050
−Removed: Executive Search:
−Removed: North America 605,704 609,258 181,615
−Removed: EMEA 182,192 182,866 31,804
−Removed: Asia Pacific 118,596 118,705 35,105
−Removed: Latin America 29,069 29,079 9,089
−Removed: Professional Search & Interim 297,096 297,974 106,015
−Removed: RPO 394,832 401,937 59,126
−Removed: Corporate — — ( 109,984 )
−Removed: Consolidated $ 2,626,718 $ 2,643,455 $ 538,928
$ 1,448,174 $ 1,507,819 $ 1,568,119
−Removed: (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.
+Added: United Kingdom
+Added: 327,036 262,268 255,797
+Added: Other countries 954,878 992,584 1,011,492
+Added: Total fee revenue $ 2,730,088 $ 2,762,671 $ 2,835,408
KORN FERRY AND SUBSIDIARIES
1 unchanged sentence
April 30, 2025 (continued)
−Removed: Fee revenue attributed to an individual customer or country, other than the U.S.
−Removed: in fiscal year 2024, 2023 and 2022, did not account for more than 10 % of the total fee revenue in those fiscal years.
−Removed: Fee revenue classified by country in which the Company derives revenues are as follows:
+Added: Depreciation and amortization by reportable segments are as follows:
Year Ended April 30,
2 unchanged sentences
$ 16,134 $ 16,822 $ 16,557
−Removed: Other countries 1,254,852 1,267,289 1,278,341
−Removed: Total fee revenue $ 2,762,671 $ 2,835,408 $ 2,626,718
+Added: 34,954 32,248 29,997
+Added: Executive Search:
+Added: North America
+Added: 1,416 1,774 2,013
+Added: 1,935 1,726 1,369
+Added: Latin America
+Added: 964 1,053 792
+Added: Professional Search & Interim
+Added: 12,337 12,950 8,639
+Added: 3,317 2,863 2,410
+Added: 8,320 7,626 5,897
+Added: Total depreciation and amortization
+Added: $ 80,287 $ 77,966 $ 68,335
Other than the U.S.
−Removed: and United Kingdom in fiscal 2024, and the U.S.
−Removed: in fiscal 2023 and 2022, no single country had over 10 % of the total long-lived assets, excluding financial instruments and tax assets.
+Added: and United Kingdom in fiscal 2025 and 2024, and the U.S.
+Added: in fiscal 2023, 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:
10 unchanged sentences
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.
−Removed: 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.
+Added: Due to the implementation of the Plan, the Company recorded restructuring charges of $ 68.6 million in fiscal 2024 across all segments related to severance for positions that were eliminated.
+Added: During fiscal 2025, the Company made adjustments to previously recorded restructuring accruals resulting in restructuring charges of $ 1.9 million.
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.
−Removed: 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.
−Removed: There were no restructuring charges in fiscal 2022.
+Added: Due to the implementation of the plan, the Company recorded restructuring charges of $ 42.6 million during fiscal 2023 across all segments related to severance for positions that were eliminated.
KORN FERRY AND SUBSIDIARIES
5 unchanged sentences
As of May 1, 2022
+Added: Restructuring charges, net 42,573
Reductions for cash payments ( 24,485 )
+Added: Non-cash payments ( 10,827 )
Exchange rate fluctuations ( 759 )
36 unchanged sentences
$ 173,093 $ 325,558 $ 46,237 $ 46,401 $ 972 $ 254,666 $ 62,564 $ 909,491
−Removed: Additions (1)
−Removed: — — — — — 184,519 — 184,519
Exchange rate fluctuations ( 99 ) ( 171 ) ( 83 ) ( 155 ) — ( 321 ) ( 286 ) ( 1,115 )
1 unchanged sentence
172,994 325,387 46,154 46,246 972 254,345 62,278 908,376
+Added: Additions (1)
+Added: — — — — — 36,857 — 36,857
Exchange rate fluctuations 202 668 ( 310 ) 388 — 2,133 518 3,599
2 unchanged sentences
_______________________________
−Removed: (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.
+Added: (1) Additions to goodwill in fiscal 2025 were due to $ 36.9 million from the acquisition of Trilogy International ("Trilogy").
Tax deductible goodwill from acquisitions were as follows:
(in thousands)
−Removed: PIVOT Leadership
−Removed: $ 4,497 $ 5,182
−Removed: Miller Heiman
+Added: Salo LLC ("Salo")
$ 98,779 $ 106,526
+Added: Infinity Consulting Solutions ("ICS")
55,785 60,339
+Added: Miller Heiman
13,437 14,852
+Added: PIVOT Leadership
Total tax deductible goodwill from acquisitions
16 unchanged sentences
_______________________________
+Added: (1) In fiscal 2025, there were intangible assets additions of $ 6.0 million from the acquisition of Trilogy.
In fiscal 2024 there were no intangible assets additions.
−Removed: In fiscal 2023 there were intangible assets additions of $ 16.4 million and $ 32.0 million from the acquisitions of ICS and Salo, respectively.
−Removed: 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.
+Added: Acquisition-related intangible assets acquired in fiscal 2025 consists of customer relationships and tradenames of $ 5.2 million and $ 0.8 million, respectively, with weighted-average useful lives from the date of purchase of five years and two years , respectively.
KORN FERRY AND SUBSIDIARIES
5 unchanged sentences
(in thousands)
−Removed: 2025 $ 24,262
Thereafter 593
11 unchanged sentences
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.
−Removed: 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.
+Added: Operating leases contain both office and equipment leases and have remaining terms that range from less than one year to 12 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 .
1 unchanged sentence
During fiscal 2025, 2024 and 2023, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $ 2.5 million, $ 1.6 million and $ 5.5 million, respectively, in the consolidated statements of income.
−Removed: 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.
−Removed: In these acquisitions, the ROU assets were adjusted to reflect unfavorable lease terms when compared with current market rates.
KORN FERRY AND SUBSIDIARIES
48 unchanged sentences
$ 42,968 $ 1,502
−Removed: 2026 38,239 1,209
−Removed: 2027 29,082 751
−Removed: 2028 22,235 504
−Removed: 2029 17,808 12
Thereafter 73,136 —
2 unchanged sentences
Total $ 170,335 $ 3,139
+Added: On November 1, 2024, the Company completed its acquisition of Trilogy for $ 44.4 million, net of cash acquired and recognized goodwill of $ 36.9 million.
+Added: Headquartered in London, Trilogy provides digital interim talent across EMEA and in the United States.
+Added: Results of operations of Trilogy are included in the Company's consolidated financial statements from November 1, 2024, the effective date of the acquisition in the Professional Search & Interim segment.
+Added: On February 1, 2023, the Company completed its acquisition of Salo for $ 155.4 million, net of cash acquired and recognized goodwill of $ 116.2 million.
+Added: Salo was a leading provider of finance, accounting and HR interim talent, with a strong focus on serving organizations in healthcare, among other industries.
+Added: 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 in the Professional Search & Interim segment.
KORN FERRY AND SUBSIDIARIES
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April 30, 2025 (continued)
−Removed: The following table provides a summary of the net assets acquired in the periods indicated (no acquisitions were completed in fiscal 2024).
−Removed: Year Ended April 30
−Removed: (in thousands)
−Removed: Current assets (1)
−Removed: $ 37,586 $ 36,071
−Removed: Long-term assets 5,736 9,351
−Removed: Intangible assets 48,400 17,300
−Removed: Current liabilities 18,327 17,672
−Removed: Long-term liabilities 3,164 16,210
−Removed: Net assets acquired 70,231 28,840
−Removed: Purchase price 254,750 133,802
−Removed: Goodwill $ 184,519 $ 104,962
−Removed: _______________________________
−Removed: (1) Included in current assets is acquired receivables in the amount of $ 35.3 million and $ 24.5 million for acquisitions completed in fiscal 2023 and 2022, respectively.
−Removed: (2) On February 1, 2023, the Company completed its acquisition of Salo for $ 155.4 million, net of cash acquired.
−Removed: Salo was a leading provider of finance, accounting and HR interim talent, with a strong focus on serving organizations in healthcare, among other industries.
−Removed: 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.
−Removed: On August 1, 2022, the Company completed its acquisition of ICS for $ 99.3 million, net of cash acquired.
+Added: On August 1, 2022, the Company completed its acquisition of ICS for $ 99.3 million, net of cash acquired and recognized goodwill of $ 68.3 million.
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.
−Removed: 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.
−Removed: (3) On April 1, 2022, the Company completed its acquisition of Patina for $ 42.9 million, net of cash acquired.
−Removed: Patina brought the Company interim executive solutions expertise across multiple industry verticals as well as offers ideal solutions for today’s nomadic labor market.
−Removed: 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.
−Removed: 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.
−Removed: On November 1, 2021, the Company completed its acquisition of Lucas Group for $ 90.9 million, net of cash acquired.
−Removed: Lucas Group contributed a substantial professional search and interim expertise that has enhanced the Company’s search portfolio.
−Removed: Actual results of operations of Lucas Group are included in the Company’s consolidated financial statements from November 1, 2021, the effective date of the acquisition.
−Removed: We believe the above acquisitions echo the commitment to scale the Company's solutions and further increase the Company's focus at the intersection of talent and strategy-wherever and however the needs of organizations evolve-and present real, tangible opportunities for Korn Ferry and our clients, looking for the right talent, that is highly agile, with specialized skills and expertise, to drive superior performance, including on an interim basis.
−Removed: The addition of these acquisitions to Korn Ferry’s broader talent acquisition portfolio–spanning Executive Search, RPO, Professional Search and Interim services–has accelerated Korn Ferry’s ability to capture additional shares of this significant market.
−Removed: All of the acquisitions in fiscal 2023 and 2022 are included in the Professional Search & Interim segment.
−Removed: 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.
−Removed: The measurement period for purchase price allocation ends as soon as information on the facts and circumstances become available, not to exceed 12 months.
−Removed: As of April 30, 2024, the measurement period has ended and no adjustments were made during the period.
−Removed: KORN FERRY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: April 30, 2024 (continued)
+Added: 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 in the Professional Search & Interim segment.
Commitments and Contingencies
8 unchanged sentences
Quarterly Dividend Declaration
−Removed: 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.
+Added: On June 17, 2025, the Board of Directors of the Company declared a cash dividend of $ 0.48 per share with a payment date of July 31, 2025 to holders of the Company’s common stock of record at the close of business on July 3, 2025.
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.