false000005667900000566792024-06-122024-06-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2024
_______________________________________________________
KORN FERRY
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware001-1450595-2623879
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1900 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 552-1834
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareKFYNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company            o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.            o


Item 2.02 Results of Operations and Financial Condition.
On June 13, 2024, Korn Ferry (the “Company”) issued a press release announcing its fourth quarter and fiscal year ended April 30, 2024 results. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.
Item 8.01 Other Events.
On June 12, 2024, the Board of Directors of the Company (the “Board”) (i) approved an increase in the Company's quarterly dividend policy to $0.37 per share, and (ii) declared a cash dividend of $0.37 per share that will be paid on July 31, 2024 to holders of the Company’s common stock of record at the close of business on July 3, 2024. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board and will depend upon many factors, including the Company’s earnings, capital requirements, financial conditions, the terms of the Company’s indebtedness and other factors that the Board may deem to be relevant. The Company may amend, revoke or suspend the dividend policy at any time and for any reason at its discretion.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Press Release, dated June 13, 2024.
Exhibit 104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KORN FERRY
(Registrant)
Date: June 13, 2024
/s/ Robert P. Rozek
(Signature)
Name:Robert P. Rozek
Title:Executive Vice President, Chief Financial Officer and
Chief Corporate Officer


Exhibit 99.1
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FOR IMMEDIATE RELEASEContacts:
Investor Relations: Tiffany Louder, (214) 310-8407
Media: Dan Gugler, (310) 226-2645
Korn Ferry Announces Fourth Quarter and Full Year FY'24
Results of Operations
Fourth Quarter and Full Year Highlights
▪Korn Ferry reports Q4 FY'24 fee revenue of $690.8 million, a year-over-year decrease of 5% in both actual and constant currency and full year FY'24 fee revenue of $2,762.7 million, a year-over-year decrease of 3% in both actual and constant currency.
▪Our full year FY'24 Marquee and Regional Account fee revenue generated slightly more than 37% of our consolidated fee revenue and grew 3% year-over-year at actual, and 2% at constant currency.
▪Net income attributable to Korn Ferry for the fourth quarter and full year of FY'24 was $65.2 million and $169.2 million, respectively, while diluted and adjusted diluted earnings per share were $1.24 and $1.26 in Q4 FY'24, and $3.23 and $4.28 for the full year, respectively.
▪Operating income in the fourth quarter was $83.5 million with an operating margin of 12.1%, while full year operating income was $212.9 million with an operating margin of 7.7%.
▪Fourth quarter Adjusted EBITDA was $112.3 million with an Adjusted EBITDA margin of 16.3%, our fourth consecutive quarter of improved Adjusted EBITDA margin. Full year Adjusted EBITDA was $408.2 million with an Adjusted EBITDA margin of 14.8%.
▪Consulting and Digital both posted full year record high fee revenue at $695.0 million and $366.7 million, respectively.
◦Subscription and License full year fee revenue increased 9% to $131 million.
◦Consulting's full year average hourly bill rate increased 11% to $420, with an average bill rate of $437 in the fourth quarter.
▪The Company repurchased 365,000 shares of stock during the quarter for $22.9 million, bringing full year repurchases to 930,000 shares for $52.5 million.
▪On June 12, 2024, the Company increased its regular quarterly dividend to $0.37 per share, which is payable on July 31, 2024 to stockholders of record on July 3, 2024.
Los Angeles, CA, June 13, 2024 – Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced fourth quarter and annual fee revenue of $690.8 million and $2,762.7 million, respectively. In addition, fourth quarter diluted earnings per share was $1.24 and adjusted diluted earnings per share was $1.26.
“I am pleased with our fourth quarter results, as we generated $691 million in fee revenue,” said Gary D. Burnison, CEO, Korn Ferry. “Earnings and profitability increased year-over-year and sequentially as we delivered $112 million of Adjusted EBITDA, at a 16.3% margin, which is our fourth consecutive quarter of profitability improvement.”
“In an economic environment in which companies are fighting for growth and relevancy, our portfolio is performing as designed and the strategy is clearly working. Cyclically sensitive talent acquisition offerings are being buoyed by continued stability from our diversified offerings – particularly Consulting, complemented by Digital, which have generated solid performance. As we look to a new fiscal year, I have never been more proud of our organization – from our colleagues, expertise, IP and insights to the incredibly innovative and relevant solutions we offer to clients in a rapidly changing world.”

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Selected Financial Results
(dollars in millions, except per share amounts) (a)
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Fee revenue$690.8 $730.9 $2,762.7 $2,835.4 
Total revenue$699.9 $738.1 $2,795.5 $2,863.8 
Operating income$83.5 $72.6 $212.9 $316.3 
Operating margin12.1 %9.9 %7.7 %11.2 %
Net income attributable to Korn Ferry
$65.2 $47.5 $169.2 $209.5 
Basic earnings per share
$1.26 $0.91 $3.25 $3.98 
Diluted earnings per share
$1.24 $0.91 $3.23 $3.95 
Adjusted Results (b):Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Adjusted EBITDA$112.3 $97.9 $408.2 $457.3 
Adjusted EBITDA margin16.3 %13.4 %14.8 %16.1 %
Adjusted net income attributable to Korn Ferry (c)
$65.7 $53.0 $224.0 $262.2 
Adjusted basic earnings per share (c)
$1.27 $1.02 $4.31 $4.98 
Adjusted diluted earnings per share (c)
$1.26 $1.01 $4.28 $4.94 
______________________
(a)Numbers may not total due to rounding.
(b)Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right of use assets and restructuring charges, net when applicable. Adjusted results on a consolidated basis are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Impairment of fixed assets$— $— $1.6 $4.4 
Impairment of right of use assets$— $— $1.6 $5.5 
Integration/acquisition costs$1.8 $5.5 $14.9 $14.9 
Restructuring charges, net$— $1.4 $68.6 $42.6 
(c)Due to actions taken in connection with the worldwide minimum tax, the Company recorded a $9.7 million non-recurring tax benefit in FY'24 that resulted in the release of a valuation allowance, which is included in the Company's US GAAP results but excluded from the Adjusted results.
Fiscal 2024 Fourth Quarter Results
The Company reported fee revenue in Q4 FY'24 of $690.8 million, a decrease of 5% in both actual and constant currency compared to Q4 FY'23. Moderation in fee revenue from our talent acquisition offerings was buoyed by year-over-year growth in our Consulting fee revenue and stability in our Digital fee revenue, in-line with our business diversification strategy. The moderation in fee revenue in our talent acquisition offerings was driven by the challenging global economic environment (the "economic environment").
Operating income was $83.5 million (at an operating margin of 12.1%) in Q4 FY'24, compared to $72.6 million (at an operating margin of 9.9%) in the year-ago quarter, an increase of 15% (and 220bps). Net income attributable to Korn Ferry was $65.2 million in Q4 FY'24, compared to $47.5 million in Q4 FY'23. Adjusted EBITDA was $112.3 million in Q4 FY'24 compared to $97.9 million in Q4 FY'23. Adjusted EBITDA margin was 16.3% in Q4 FY'24, an increase of 290bps.
Operating income and margin increased as a result of pro-active workforce capacity management ("workforce actions") taken during the year and the lower cost of services expense and integration/acquisition costs compared to the year-ago quarter. These increases were partially offset by the decrease in fee revenue discussed above. Net income attributable to Korn Ferry increased due to the same factors discussed above.
Adjusted EBITDA and margin increased due to the same factors discussed above, but excluded integration/acquisition costs.
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Fiscal 2024 Full Year Results
The Company reported fee revenue in FY'24 of $2,762.7 million, a decrease of 3% in both actual and constant currency compared to FY'23. Fee revenue decreased primarily due to decreases in our permanent placement talent acquisition offerings, due to the economic environment. This decrease was partially offset by an increase in fee revenue from the Interim portion of Professional Search & Interim, resulting from the acquisitions of Infinity Consulting Solutions and Salo, which were acquired on August 1, 2022, and February 1, 2023, respectively, as well as year-over-year growth in Consulting and Digital fee revenue, again, in-line with our business diversification strategy.
Operating income was $212.9 million (margin of 7.7%) in FY'24, compared to $316.3 million (margin of 11.2%) in FY'23. Net income attributable to Korn Ferry was $169.2 million in FY'24 compared to $209.5 million in FY'23. Adjusted EBITDA was $408.2 million (adjusted EBITDA margin 14.8%) in FY'24 compared to $457.3 million (adjusted EBITDA margin 16.1%) in FY'23.
Operating income and margin decreased primarily due to a decrease in fee revenue from our permanent placement talent acquisition offerings, which have higher margins, an increase in Interim fee revenue (lower margins) and cost of services expense, and higher restructuring charges, net recorded during FY'24 compared to the year-ago period. These decreases were partially offset by decreases in compensation and benefits expense resulting from workforce actions taken during FY'24, and lower impairment charges of both fixed and right of use assets. Net income attributable to Korn Ferry declined due to the same factors discussed above partially offset by a lower effective tax rate in the current year.
Adjusted EBITDA and margin decreased due to the same factors as operating income discussed above excluding the restructuring charges.
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Results by Line of Business
Selected Consulting Data
(dollars in millions) (a)
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Fee revenue$182.2 $175.3 $695.0 $677.0 
Total revenue$185.1 $178.0 $706.8 $687.0 
Ending number of consultants and execution staff (b)1,678 1,853 1,678 1,853 
Hours worked in thousands (c)417 450 1,656 1,790 
Average bill rate (d)$437 $390 $420 $378 
Adjusted Results (e):Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Adjusted EBITDA$32.3 $24.6 $114.3 $108.5 
Adjusted EBITDA margin17.8 %14.0 %16.4 %16.0 %
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(a)Numbers may not total due to rounding.
(b)Represents number of employees originating, delivering and executing consulting services.
(c)The number of hours worked by consultant and execution staff during the period.
(d)The amount of fee revenue divided by the number of hours worked by consultants and execution staff.
(e)Adjusted results exclude the following:
Fourth QuarterYear to Date
FY’24FY’23
FY’24
FY’23
Impairment of fixed assets
$— $— $— $2.8 
Impairment of right of use assets$— $— $0.6 $3.1 
Restructuring charges, net$— $0.8 $18.9 $11.6 
Fee revenue was $182.2 million in Q4 FY'24 compared to $175.3 million in Q4 FY'23, an increase of $6.9 million or 4% (up 5% on a constant currency basis). Growth was strongest in our assessment & succession solutions, leadership development, and organizational strategy offerings, with all product areas posting year-over-year increases in fee revenue. Fee revenue was also positively impacted by a year-over-year 12% increase in our average bill rate to $437 per hour.
Adjusted EBITDA increased 31% to $32.3 million compared to the fourth quarter of FY'23. Adjusted EBITDA margin in the quarter increased year-over-year by 380bps to 17.8% this year. These increases resulted primarily from higher fee revenue in the previously discussed solution areas, higher bill rates, and workforce actions taken during the year and were slightly offset by an increase in cost of services expense and higher general and administrative expenses.
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Selected Digital Data
(dollars in millions) (a)
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Fee revenue$91.3 $91.5 $366.7 $354.7 
Total revenue$91.4 $91.5 $366.9 $355.0 
Ending number of consultants267 347 267 347 
Subscription & License fee revenue$33.3 $31.6 $131.0 $119.7 
Adjusted Results (b):
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Adjusted EBITDA$28.0 $23.6 $108.7 $97.5 
Adjusted EBITDA margin30.7 %25.8 %29.6 %27.5 %
______________________
(a)Numbers may not total due to rounding.
(b)Adjusted results exclude the following:
Fourth QuarterYear to Date
FY’24FY’23
FY’24
FY’23
Impairment of fixed assets
$— $— $1.5 $1.5 
Impairment of right of use assets
$— $— $— $1.7 
Restructuring charges, net$— $— $9.5 $2.9 
Fee revenue was $91.3 million in Q4 FY'24 compared to $91.5 million in Q4 FY'23, flat year-over-year and up 1% on a constant currency basis.
Adjusted EBITDA was $28.0 million in Q4 FY'24 compared to $23.6 million in the year-ago quarter. Adjusted EBITDA margin in the quarter increased year-over-year by 490bps to 30.7%. The increase in Adjusted EBITDA and Adjusted EBITDA margin was mainly due to workforce actions taken during FY'24.
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Selected Executive Search Data(a)
(dollars in millions) (b)
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Fee revenue$198.7 $212.6 $806.2 $875.8 
Total revenue$200.8 $214.6 $814.3 $883.3 
Ending number of consultants542 602 542 602 
Average number of consultants552 609 572 594 
Engagements billed3,456 3,772 8,978 10,091 
New engagements (c)1,586 1,608 6,091 6,686 
Adjusted Results (d):Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Adjusted EBITDA$45.5 $42.7 $171.1 $205.8 
Adjusted EBITDA margin22.9 %20.1 %21.2 %23.5 %
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(a)Executive Search is the sum of the individual Executive Search Reporting Segments described in our annual and quarterly reporting on Forms 10-K and 10-Q and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Lines of Business, and financial metrics used by the Company’s investor base.
(b)Numbers may not total due to rounding.
(c)Represents new engagements opened in the respective period.
(d)Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures that adjust for the following:
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Impairment of fixed assets$— $— $0.1 $— 
Impairment of right of use assets$— $— $0.9 $— 
Restructuring charges, net$— $0.6 $28.2 $20.1 
Fee revenue was $198.7 million and $212.6 million in Q4 FY'24 and Q4 FY'23, respectively, a decrease of $13.9 million or 7% (down 6% on a constant currency basis). The decrease in fee revenue was primarily driven by a decline in the number of Executive Search engagements billed, as a result of the current economic environment.
Adjusted EBITDA was $45.5 million in Q4 FY'24 compared to $42.7 million in the year-ago quarter. Adjusted EBITDA margin increased by 280bps to 22.9% in Q4 FY'24. The increase in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to workforce actions taken during the year and increased consultant productivity, partially offset by the decrease in fee revenue discussed above.
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Selected Professional Search & Interim Data
(dollars in millions) (a)
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Fee revenue$129.2 $151.7 $540.6 $503.4 
Total revenue$130.1 $152.6 $544.5 $507.1 
Permanent Placement:
Fee revenue$56.3 $62.5 $223.5 $281.1 
Engagements billed
1,939 2,304 5,619 7,435 
New engagements (b)
1,086 1,364 4,500 6,486 
Ending number of consultants
331 401 331 401 
Interim:
Fee revenue$72.9 $89.2 $317.1 $222.3 
Average bill rate (c)
$129 $124 $126 $115 
Average weekly billable consultants (d)
1,157 1,683 1,303 1,079 
Adjusted Results (e):
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Adjusted EBITDA$28.1 $27.3 $101.9 $110.9 
Adjusted EBITDA margin21.8 %18.0 %18.8 %22.0 %
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(a)Numbers may not total due to rounding.
(b)Represents new engagements opened in the respective period.
(c)Fee revenue from interim divided by the number of hours worked by consultants.
(d)The number of billable consultants based on a weekly average in the respective period.
(e)Adjusted results exclude the following:
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Impairment of fixed assets$— $— $— $0.1 
Impairment of right of use assets$— $— $— $0.6 
Integration/acquisition costs$1.8 $4.3 $14.5 $11.0 
Restructuring charges, net$— $— $3.8 $4.8 
Fee revenue was $129.2 million in Q4 FY'24, a decrease of $22.5 million or 15% in both actual and constant currency. The decrease in fee revenue in both the Permanent Placement and Interim portions of the business resulted from the economic environment and, in the case of the Interim portion, the continued wind-down during Q4 FY’23 of a non-recurring engagement that ultimately concluded in Q1 FY’24.
Adjusted EBITDA was $28.1 million in Q4 FY'24 compared to $27.3 million in the year-ago quarter. Adjusted EBITDA margin increased year-over-year by 380bps to 21.8% in Q4 FY'24. The increase in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to the lower cost of services expense, combined with decreases in compensation and benefit and general and administrative expense (both excluding integration/acquisition costs) as a result of workforce and other cost saving actions, partially offset by the decrease in fee revenue discussed above.
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Selected Recruitment Process Outsourcing ("RPO") Data
(dollars in millions) (a)
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Fee revenue$89.5 $99.8 $354.1 $424.6 
Total revenue$92.5 $101.4 $363.0 $431.5 
Remaining revenue under contract (b)$657.1 $776.7 $657.1 $776.7 
RPO new business (c)$128.4 $115.1 $439.6 $597.8 
Adjusted Results (d):Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Adjusted EBITDA$11.8 $9.0 $40.4 $52.6 
Adjusted EBITDA margin13.2 %9.0 %11.4 %12.4 %
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(a)Numbers may not total due to rounding.
(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.
(c)Estimated total value of a contract at the point of execution of the contract.
(d)Adjusted results exclude the following:
Fourth QuarterYear to Date
FY’24FY’23FY’24FY’23
Impairment of right of use assets$— $— $0.1 $0.1 
Restructuring charges, net$— $— $7.9 $3.1 
Fee revenue was $89.5 million in Q4 FY'24, a decrease of $10.3 million or 10% in both actual and constant currency. RPO fee revenue decreased due to moderation in the hiring volume in the existing base of clients due to the economic environment, a higher percentage of FY'24 new business coming from renewals and extensions versus new logos, as well as a continuation of clients' "labor hoarding" throughout the year.
Adjusted EBITDA was $11.8 million in Q4 FY'24 compared to $9.0 million in the year-ago quarter. Adjusted EBITDA margin increased 420bps to 13.2% in Q4 FY'24. The increase in Adjusted EBITDA and Adjusted EBITDA margin both resulted from the workforce actions taken during the year, partially offset by the decline in fee revenue discussed above.

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Outlook
Assuming worldwide geopolitical conditions, economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated basis:
▪Q1 FY’25 fee revenue is expected to be in the range of $655 million and $675 million; and
▪Q1 FY’25 diluted earnings per share is expected to range between $1.05 to $1.15.
On a consolidated adjusted basis:
▪Q1 FY’25 adjusted diluted earnings per share is expected to be in the range from $1.07 to $1.17.
Q1 FY’25
Earnings Per Share Outlook
LowHigh
Consolidated diluted earnings per share$1.05 $1.15 
Integration/acquisition costs
0.03 0.03 
Tax rate impact
(0.01)(0.01)
Consolidated adjusted diluted earnings per share(1)
$1.07 $1.17 
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(1)Consolidated adjusted diluted earnings per share is a non-GAAP financial measure that excludes the items listed in the table.
Earnings Conference Call Webcast
The earnings conference call will be held today at 11:00 AM (EDT) and hosted by CEO Gary Burnison, CFO Robert Rozek, SVP Business Development & Analytics Gregg Kvochak and VP Investor Relations Tiffany Louder. The conference call will be webcast and available online at ir.kornferry.com. We will also post to the investor relations section of our website earnings slides, which will accompany our webcast, and other important information, and encourage you to review the information that we make available on our website.
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About Korn Ferry
Korn Ferry is a global organizational consulting firm. We help clients synchronize strategy and talent to drive superior performance. We work with organizations to design their structures, roles, and responsibilities. We help them hire the right people to bring their strategy to life. And we advise them on how to reward, develop, and motivate their people. Visit kornferry.com for more information.
Forward-Looking Statements
Statements in this press release and our conference call that relate to our outlook, projections, goals, strategies, future plans and expectations, including statements relating to expected demand for and relevance of our products and services, expected results of our business diversification strategy, and other statements of future events or conditions are forward-looking statements that involve a number of risks and uncertainties. Words such as “believes”, “expects”, “anticipates”, “goals”, “estimates”, “guidance”, “may”, “should”, “could”, “will” or “likely”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on such statements. Such statements are based on current expectations; actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry. The potential risks and uncertainties include those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, interest rates, global slowdowns, or recessions, competition, geopolitical tensions, shifts in global trade patterns, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, impact of inflationary pressures on our profitability, our ability to maintain relationships with customers and suppliers and retaining key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, consolidation of or within the industries we serve, changes and developments in government laws and regulations, evolving investor and customer expectations with regard to environmental, social and governance matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of recent workforce, real estate, and other restructuring initiatives, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property ("IP"), our ability to enhance, develop and respond to new technology, including artificial intelligence, our ability to successfully recover from a disaster or other business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, treaties, or regulations on our business and our Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, the utilization and billing rates of our consultants, seasonality, the expansion of social media platforms, the ability to effect acquisitions and integrate acquired businesses, resulting organizational changes, our indebtedness, and those relating to the ultimate magnitude and duration of any pandemic or outbreaks. For a detailed description of risks and uncertainties that could cause differences from our expectations, please refer to Korn Ferry’s periodic filings with the Securities and Exchange Commission. Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Non-GAAP Financial Measures
This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In particular, it includes:
•Adjusted net income attributable to Korn Ferry, adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right of use assets, and restructuring charges, net of income tax effect and to exclude a $9.7 million non-recurring tax benefit from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance;
•Adjusted basic and diluted earnings per share, adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right of use assets, and restructuring charges, net of income tax effect, and to exclude a $9.7 million non-recurring tax benefit from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance;
•Constant currency (calculated using a quarterly average) percentages that represent the percentage change that would have resulted had exchange rates in the prior period been the same as those in effect in the current period; and
•Consolidated and Executive Search Adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right of use assets and restructuring charges, net when applicable, and Consolidated and Executive Search Adjusted EBITDA margin.
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This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Management believes the presentation of non-GAAP financial measures in this press release provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain charges that may not be indicative of Korn Ferry’s ongoing operating results. These non-GAAP financial measures are performance measures and are not indicative of the liquidity of Korn Ferry. These charges, which are described in the footnotes in the attached reconciliations, represent 1) costs we incurred to acquire and integrate a portion of our Professional Search & Interim business, 2) impairment of fixed assets primarily due to a software impairment charge in our Digital segment in FY'24 and impairment on leasehold improvements due to terminating and deciding to sublease some of our office leases in FY'23, 3) impairment of right of use assets due to the decision to terminate and sublease some of our offices, 4) restructuring charges, net to align workforce to the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic and geopolitical uncertainty and 5) to exclude a $9.7 million non-recurring tax benefit from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance. The use of non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance. Korn Ferry includes non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry’s ongoing operations and financial and operational decision-making. Adjusted net income attributable to Korn Ferry, adjusted basic and diluted earnings per share and Consolidated and Executive Search Adjusted EBITDA, exclude certain charges that management does not consider on-going in nature and allows management and investors to make more meaningful period-to-period comparisons of the Company’s operating results. Management further believes that Consolidated and Executive Search Adjusted EBITDA is useful to investors because it is frequently used by investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes and capitalized asset values, all of which can vary substantially from company to company. In the case of constant currency percentages, management believes the presentation of such information provides useful supplemental information regarding Korn Ferry's performance as excluding the impact of exchange rate changes on Korn Ferry's financial performance allows investors to make more meaningful period-to-period comparisons of the Company’s operating results, to better identify operating trends that may otherwise be masked or distorted by exchange rate changes and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry's ongoing operations and financial and operational decision-making.
[Tables attached]
11

KORN FERRY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
Three Months Ended
 April 30,		Year Ended
April 30,
2024202320242023
(unaudited)
Fee revenue$690,800 $730,874 $2,762,671 $2,835,408 
Reimbursed out-of-pocket engagement expenses9,123 7,250 32,834 28,428 
Total revenue699,923 738,124 2,795,505 2,863,836 
Compensation and benefits454,208 491,429 1,844,164 1,901,203 
General and administrative expenses64,724 66,130 259,039 268,458 
Reimbursed expenses9,123 7,250 32,834 28,428 
Cost of services68,499 81,347 300,015 238,499 
Depreciation and amortization19,891 17,976 77,966 68,335 
Restructuring charges, net— 1,411 68,558 42,573 
Total operating expenses616,445 665,543 2,582,576 2,547,496 
Operating income83,478 72,581 212,929 316,340 
Other income, net
7,122 437 30,681 5,261 
Interest expense, net(4,686)(5,776)(20,968)(25,864)
Income before provision for income taxes85,914 67,242 222,642 295,737 
Income tax provision20,302 19,108 50,081 82,683 
Net income65,612 48,134 172,561 213,054 
Net income attributable to noncontrolling interest(423)(640)(3,407)(3,525)
Net income attributable to Korn Ferry
$65,189 $47,494 $169,154 $209,529 
Earnings per common share attributable to Korn Ferry:
Basic$1.26 $0.91 $3.25 $3.98 
Diluted$1.24 $0.91 $3.23 $3.95 
Weighted-average common shares outstanding:
Basic50,764 51,009 51,038 51,482 
Diluted51,487 51,234 51,432 51,883 
Cash dividends declared per share:$0.33 $0.15 $1.02 $0.60 


KORN FERRY AND SUBSIDIARIES
FINANCIAL SUMMARY BY REPORTING SEGMENT
(dollars in thousands)
(unaudited)
Three Months Ended April 30,Year Ended April 30,
20242023% Change 20242023% Change
Fee revenue:
Consulting$182,177 $175,270 3.9 %$695,007 $677,001 2.7 %
Digital91,304 91,490 (0.2 %)366,699 354,651 3.4 %
Executive Search:
North America125,468 135,300 (7.3 %)506,927 562,139 (9.8 %)
EMEA45,643 46,353 (1.5 %)184,516 187,014 (1.3 %)
Asia Pacific20,696 23,188 (10.7 %)85,863 95,598 (10.2 %)
Latin America6,896 7,764 (11.2 %)28,937 31,047 (6.8 %)
Total Executive Search (a)
198,703 212,605 (6.5 %)806,243 875,798 (7.9 %)
Professional Search & Interim129,162 151,725 (14.9 %)540,615 503,395 7.4 %
RPO89,454 99,784 (10.4 %)354,107424,563(16.6 %)
Total fee revenue690,800 730,874 (5.5 %)2,762,671 2,835,408 (2.6 %)
Reimbursed out-of-pocket engagement expenses9,123 7,250 25.8 %32,834 28,428 15.5 %
Total revenue$699,923 $738,124 (5.2 %)$2,795,505 $2,863,836 (2.4 %)
(a)Total Executive Search is the sum of the individual Executive Search Reporting Segments and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Lines of Business, and financial metrics used by the Company’s investor base.


KORN FERRY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
April 30,
2024		April 30,
2023
ASSETS
Cash and cash equivalents$941,005 $844,024 
Marketable securities42,742 44,837 
Receivables due from clients, net of allowance for doubtful accounts of $44,192 and $44,377 at April 30, 2024 and 2023, respectively541,014 569,601 
Income taxes and other receivables40,696 67,512 
Unearned compensation59,247 63,476 
Prepaid expenses and other assets49,456 49,219 
Total current assets1,674,160 1,638,669 
Marketable securities, non-current211,681 179,040 
Property and equipment, net161,849 161,876 
Operating lease right-of-use assets, net160,464 142,690 
Cash surrender value of company-owned life insurance policies, net of loans218,977 197,998 
Deferred income taxes133,564 102,057 
Goodwill908,376 909,491 
Intangible assets, net88,833 114,426 
Unearned compensation, non-current99,913 103,607 
Investments and other assets21,052 24,590 
Total assets$3,678,869 $3,574,444 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$50,112 $53,386 
Income taxes payable24,076 19,969 
Compensation and benefits payable525,466 532,934 
Operating lease liability, current36,073 45,821 
Other accrued liabilities298,792 324,150 
Total current liabilities934,519 976,260 
Deferred compensation and other retirement plans440,396 396,534 
Operating lease liability, non-current143,507 119,220 
Long-term debt396,946 396,194 
Deferred tax liabilities4,540 5,352 
Other liabilities21,636 27,879 
Total liabilities1,941,544 1,921,439 
Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 77,460 and 76,693 shares issued and 51,983 and 52,269 shares outstanding at April 30, 2024 and 2023, respectively414,885 429,754 
Retained earnings1,425,844 1,311,081 
Accumulated other comprehensive loss, net(107,671)(92,764)
Total Korn Ferry stockholders' equity1,733,058 1,648,071 
Noncontrolling interest4,267 4,934 
Total stockholders' equity1,737,325 1,653,005 
Total liabilities and stockholders' equity$3,678,869 $3,574,444 



KORN FERRY AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(dollars in thousands)
(unaudited)
Three Months Ended
April 30,		Year Ended
April 30,
2024202320242023
Net income attributable to Korn Ferry
$65,189 $47,494 $169,154 $209,529 
Net income attributable to non-controlling interest423 640 3,407 3,525 
Net income65,612 48,134 172,561 213,054 
Income tax provision20,302 19,108 50,081 82,683 
Income before provision for income taxes85,914 67,242 222,642 295,737 
Other income, net(7,122)(437)(30,681)(5,261)
Interest expense, net4,686 5,776 20,968 25,864 
Operating income83,478 72,581 212,929 316,340 
Depreciation and amortization19,891 17,976 77,966 68,335 
Other income, net
7,122 437 30,681 5,261 
Integration/acquisition costs (1)1,809 5,450 14,866 14,922 
Impairment of fixed assets (2)— — 1,575 4,375 
Impairment of right of use assets (3)— — 1,629 5,471 
Restructuring charges, net (4)— 1,411 68,558 42,573 
Adjusted EBITDA$112,300 $97,855 $408,204 $457,277 
Operating margin12.1 %9.9 %7.7 %11.2 %
Depreciation and amortization2.9 %2.5 %2.8 %2.4 %
Other income, net
1.0 %0.1 %1.1 %0.2 %
Integration/acquisition costs (1)0.3 %0.7 %0.5 %0.5 %
Impairment of fixed assets (2)— %— %0.1 %0.1 %
Impairment of right of use assets (3)— %— %0.1 %0.2 %
Restructuring charges, net (4)— %0.2 %2.5 %1.5 %
Adjusted EBITDA margin16.3 %13.4 %14.8 %16.1 %
Net income attributable to Korn Ferry
$65,189 $47,494 $169,154 $209,529 
Integration/acquisition costs (1)1,809 5,450 14,866 14,922 
Impairment of fixed assets (2)— — 1,575 4,375 
Impairment of right of use assets (3)— — 1,629 5,471 
Restructuring charges, net (4)— 1,411 68,558 42,573 
Tax effect on the adjusted items (5)(1,267)(1,309)(22,030)(14,719)
Tax adjustment (6)
— — (9,714)— 
Adjusted net income attributable to Korn Ferry$65,731 $53,046 $224,038 $262,151 

Explanation of Non-GAAP Adjustments
(1)Costs associated with previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses to combine the companies.
(2)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment in FY'24 and impairment on leasehold improvements due to terminating and deciding to sublease some of our office leases in FY'23.
(3)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our office leases.
(4)Restructuring charges incurred to align our workforce to the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic geopolitical uncertainty.
(5)Tax effect on integration/acquisition costs, impairment of fixed assets and right of use assets, and restructuring charges, net.
(6)Due to actions taken in connection with the worldwide minimum tax, the Company recorded a $9.7 million non-recurring tax benefit in fiscal 2024 that resulted in the release of a valuation allowance, which is included in the Company's US GAAP results but excluded from the Adjusted results.





KORN FERRY AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED
(unaudited)

Three Months Ended
April 30,		Year Ended
April 30,
2024202320242023
Basic earnings per common share
$1.26 $0.91 $3.25 $3.98 
Integration/acquisition costs (1)0.04 0.11 0.29 0.29 
Impairment of fixed assets (2)— — 0.03 0.08 
Impairment of right of use assets (3)— — 0.03 0.10 
Restructuring charges, net (4)— 0.03 1.33 0.82 
Tax effect on the adjusted items (5)(0.03)(0.03)(0.43)(0.29)
Tax adjustment (6)
— — (0.19)— 
Adjusted basic earnings per share$1.27 $1.02 $4.31 $4.98 
Diluted earnings per common share
$1.24 $0.91 $3.23 $3.95 
Integration/acquisition costs (1)0.04 0.10 0.29 0.28 
Impairment of fixed assets (2)— — 0.03 0.08 
Impairment of right of use assets (3)— — 0.03 0.10 
Restructuring charges, net (4)— 0.03 1.32 0.82 
Tax effect on the adjusted items (5)(0.02)(0.03)(0.43)(0.29)
Tax adjustment (6)
— — (0.19)— 
Adjusted diluted earnings per share$1.26 $1.01 $4.28 $4.94 

Explanation of Non-GAAP Adjustments
(1)Costs associated with previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses to combine the companies.
(2)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment in FY'24 and impairment on leasehold improvements due to terminating and deciding to sublease some of our office leases in FY'23.
(3)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our office leases.
(4)Restructuring charges incurred to align our workforce to the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic geopolitical uncertainty.
(5)Tax effect on integration/acquisition costs, impairment of fixed assets and right of use assets, and restructuring charges, net.
(6)Due to actions taken in connection with the worldwide minimum tax, the Company recorded a $9.7 million non-recurring tax benefit in fiscal 2024 that resulted in the release of a valuation allowance, which is included in the Company's US GAAP results but excluded from the Adjusted results.



KORN FERRY AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED
(unaudited)
Three Months Ended April 30,
20242023
Fee revenueTotal revenueAdjusted EBITDAAdjusted EBITDA marginFee revenueTotal revenueAdjusted EBITDAAdjusted EBITDA margin
(dollars in thousands)
Consulting$182,177 $185,130 $32,340 17.8 %$175,270 $177,985 $24,558 14.0 %
Digital91,304 91,361 27,991 30.7 %91,490 91,488 23,603 25.8 %
Executive Search:
North America125,468 127,140 33,136 26.4 %135,300 136,926 28,686 21.2 %
EMEA45,643 45,931 6,846 15.0 %46,353 46,671 6,803 14.7 %
Asia Pacific20,696 20,819 4,233 20.5 %23,188 23,287 5,499 23.7 %
Latin America6,896 6,906 1,275 18.5 %7,764 7,765 1,684 21.7 %
Total Executive Search198,703 200,796 45,490 22.9 %212,605 214,649 42,672 20.1 %
Professional Search & Interim129,162 130,105 28,122 21.8 %151,725 152,628 27,292 18.0 %
RPO89,454 92,531 11,782 13.2 %99,784 101,374 9,026 9.0 %
Corporate— — (33,425) — — (29,296) 
Consolidated$690,800 $699,923 $112,300 16.3 %$730,874 $738,124 $97,855 13.4 %

Year Ended April 30,
20242023
Fee revenueTotal revenueAdjusted EBITDAAdjusted EBITDA marginFee revenueTotal revenueAdjusted EBITDAAdjusted EBITDA margin
(dollars in thousands)
Consulting$695,007 $706,805 $114,260 16.4 %$677,001 $686,979 $108,502 16.0 %
Digital366,699 366,924 108,669 29.6 %354,651 354,967 97,458 27.5 %
Executive Search:
North America506,927 513,545 120,710 23.8 %562,139 568,212 140,850 25.1 %
EMEA184,516 185,552 25,902 14.0 %187,014 188,114 31,380 16.8 %
Asia Pacific85,863 86,273 18,923 22.0 %95,598 95,956 24,222 25.3 %
Latin America28,937 28,956 5,571 19.3 %31,047 31,054 9,370 30.2 %
Total Executive Search806,243 814,326 171,106 21.2 %875,798 883,336 205,822 23.5 %
Professional Search & Interim540,615 544,453 101,868 18.8 %503,395 507,058 110,879 22.0 %
RPO354,107 362,997 40,399 11.4 %424,563 431,496 52,588 12.4 %
Corporate— — (128,098) — — (117,972) 
Consolidated$2,762,671 $2,795,505 $408,204 14.8 %$2,835,408 $2,863,836 $457,277 16.1 %

v3.24.1.1.u2
Document and Entity Information
Jun. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name KORN FERRY
Entity Incorporation, State or Country Code DE
Entity File Number 001-14505
Entity Tax Identification Number 95-2623879
Entity Address, Address Line One 1900 Avenue of the Stars
Entity Address, Address Line Two Suite 1500
Entity Address, City or Town Los Angeles
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90067
City Area Code (310)
Local Phone Number 552-1834
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol KFY
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000056679
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