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What changed in KORN FERRY's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of KORN FERRY's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+388 added−507 removedSource: 10-K (2024-06-28) vs 10-K (2023-06-28)

Top changes in KORN FERRY's 2024 10-K

388 paragraphs added · 507 removed · 304 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSome highlights from fiscal 2023 include global industry awards and accolades in recognition of performance and achievements: • Named America's Number One Executive Recruiter Firm 2023, Forbes • Named among the top 20 on Training Industries’ 2023 Top Sales Training & Enablement Companies • Named in America's Best Management Consulting Firms list in 2023, Forbes • Leader level Carbon Disclosure Project ("CDP") Rating for 2022 response to climate change questionnaire • Gold Medal for Sustainability rating from EcoVadis 2022 • Gold HIRE Vets Medallion Award 2022, US Department of Labor • Recognized by Seramount (formerly Working Mother Media) in the best Companies for Parents list 2022, in the Best Companies for Dads list 2022, and as a Top Company in the Executive Women list 2022 • Top Global RPO Provider, RPO Baker's Dozen List 2022, HRO Today • Recognized as a Leader in Recruitment Process Outsourcing in Everest Group's PEAK Matrix Assessment 2022 Our Go-To-Market Approach Our go-to-market strategy brings together Korn Ferry’s core solutions to drive more integrated, scalable client relationships.
Biggest changeSome highlights from fiscal 2024 include global industry awards and accolades in recognition of performance and achievements: • Named America's Number One Executive Recruiter Firm 2024, Forbes • Named among the top 20 on Training Industries’ 2024 Top Sales Training & Enablement Companies • Named in America's Best Management Consulting Firms list in 2024, Forbes • Leader level Carbon Disclosure Project ("CDP") Rating for 2023 response to climate change questionnaire • Silver Medal for Sustainability rating from EcoVadis 2023 • Gold HIRE Vets Medallion Award 2023, US Department of Labor • Recognized by Seramount (formerly Working Mother Media) in the best Companies for Parents list 2023, and in the Top 75 Companies for Executive Women list 2023 • Top Global RPO Provider, RPO Baker's Dozen List 2023, HRO Today • Recognized as a Star Performer & Leader in Recruitment Process Outsourcing in Everest Group's PEAK Matrix Assessment 2023 • Named Number One HR Consulting Firm in Europe, Middle East and Africa, 2023 Statista • Gold Rating, UK’s Leading Recruiters, 2024 Financial Times • Best Places to Work for LGBTQ+ Equality, 2024 Human Rights Campaign Foundation 9 Our Go-To-Market Appro ach Our go-to-market strategy brings together Korn Ferry’s core solutions to drive more integrated, scalable client relationships.
Finally, our corporate center manages finance, legal, technology/IT, HR, marketing, and our research arm, the Korn Ferry Institute. We help clients in four geographic markets: North America, Latin America, EMEA, and APAC. Our geographic markets bring together capabilities from across the organization—infusing industry and functional expertise and skills—to deliver value to our partners.
Finally, our corporate center manages finance, legal, technology/IT, HR, marketing, and our research arm, the Korn Ferry Institute. We help clients in four geographic markets: North America, EMEA, APAC and Latin America. Our geographic markets bring together capabilities from across the organization—infusing industry and functional expertise and skills—to deliver value to our partners.
We run a series of initiatives to support employee well-being and instill an organizational culture of health, including an Employee Assistance program, mental health awareness campaigns, well-being webinars, flexible work schedules and parental support for distance learning. Our employee safety We are committed to creating a place where people can be successful professionally and personally.
We run a series of initiatives to support employee well-being and instill an organizational culture of health, including an Employee Assistance program, mental health awareness campaigns, well-being webinars, flexible work schedules and parental support for distance learning. 10 Our employee safety We are committed to creating a place where people can be successful professionally and personally.
In response to the pandemic, we developed and implemented new practices designed to prioritize the health and safety of our employees and clients. 9 Available Information We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (the "SEC"), according to the Securities Exchange Act of 1934, as amended (the "Exchange Act").
In response to the pandemic, we developed and implemented new practices designed to prioritize the health and safety of our employees and clients. Available Information We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (the "SEC"), according to the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Our five core capabilities include: • Organization Strategy: We map talent strategy to business strategy, designing operating models and organization structures that help companies put strategic plans into action. • Assessment and Succession: Our assessment and succession solutions help pinpoint clear and actionable opportunities for growth.
Our five core capabilities include: • Organizational Strategy: We map talent strategy to business strategy, designing operating models and organization structures that help companies put strategic plans into action. • Assessment and Succession: Our assessment and succession solutions help pinpoint clear and actionable opportunities for growth.
Our Marquee and Regional Accounts program is a pillar of our growth strategy, which now comprises more than one-third of our revenue, yet only 2% of our clients.
Our Marquee and Regional Accounts program is a pillar of our growth strategy, which now comprises more than one-third of our fee revenue, yet only 2% of our clients.
Our fiscal 2023 performance reflects the relevance of our strategy, the top-line synergies created by our end-to-end talent and leadership solutions, and the increasing reach and relevance of the Korn Ferry brand. Thanks to the passion and performance of our colleagues, we have concluded the year with strong results, in what was a very challenging macroeconomic environment.
Our fiscal 2024 performance reflects the relevance of our strategy, the top-line synergies created by our end-to-end talent and leadership solutions, and the increasing reach and relevance of the Korn Ferry brand. Thanks to the passion and performance of our colleagues, we have concluded the year with strong results, in what was a very challenging macroeconomic environment.
Leveraging our Korn Ferry Advance platform, we combine our expertise in leadership development with technology to provide quality coaching and development at scale across organizations. • M&A Solutions : We use a framework that helps organizations look beyond balance sheets and focus on people.
Leveraging our Korn Ferry Talent Platform, we combine our expertise in leadership development with technology to provide quality coaching and development at scale across organizations. • M&A Solutions : We use a framework that helps organizations look beyond balance sheets and focus on people.
Competition —The people and organizational consulting market is fragmented, with different companies offering our core solutions. Our competitors include consulting organizations affiliated with accounting, insurance, information systems, and strategy consulting firms such as McKinsey, Willis Towers Watson and Deloitte.
Competition —The people and organizational consulting market is fragmented, with different companies offering our core solutions. Our competitors include consulting organizations affiliated with accounting, insurance, information systems, and strategy consulting firms such as AON, Mercer, McKinsey, Willis Towers Watson and Deloitte.
We work to understand the relevant macro trends impacting society and the future of work. After the reopening that followed the global pandemic, it is evident that the world of work has permanently changed and with the emergence of technologies like artificial intelligence ("AI"), the evolution continues.
We work to understand the relevant macro trends impacting society and the future of work. After the reopening that followed the global pandemic, it is evident that the world of work has permanently changed and with the emergence of technologies like AI, the evolution continues.
We support our clients amid a time of enormous transition and change, with these specific business challenges: • Transforming businesses while delivering robust performance. • Solving leadership challenges arising from the new landscape of hybrid and remote working. • Delivering for people, planet, and profit, and assisting with ESG and other corporate strategic initiatives. 6 • Finding the right talent in a dynamic and dislocated labor market. • Engaging and motivating employees so companies can retain and reward their talent. • Supporting the work-scape transition from a place of work to collaboration spaces. • Building work environments that are inclusive and free from bias. • Engaging and Reward to retain top talent.
We support our clients amid a time of enormous transition and change, with these specific business challenges: • Transforming businesses while delivering robust performance. 7 • Solving leadership challenges arising from the new landscape of hybrid and remote working. • Delivering for people, planet, and profit, and assisting with relevant corporate strategic initiatives. • Finding the right talent in a dynamic and dislocated labor market. • Engaging and motivating employees so companies can retain and reward their talent. • Supporting the work-scape transition from a place of work to collaboration spaces. • Building work environments that are inclusive and free from bias. • Engaging and Reward to retain top talent.
During fiscal 2023, we worked with almost 15,000 organizations. Our clients include the world’s largest and most prestigious public and private companies, middle-market and emerging growth companies, and government and non-profit organizations.
Our clients During fiscal 2024, we worked with almost 15,000 organizations. Our clients include the world’s largest and most prestigious public and private companies, middle-market and emerging growth companies, and government and non-profit organizations.
Competition Korn Ferry operates in a rapidly changing global marketplace with a diverse range of organizations that offer services and solutions like those we offer. However, we believe no other company provides the same full range of services, uniquely positioning us for success in this highly fragmented, talent management landscape.
Competition Korn Ferry operates in a rapidly changing global marketplace with a diverse range of organizations that offer services and solutions like those we offer. However, we believe no other company provides the same full range of services, enabled by technology and data, uniquely positioning us for success in this highly fragmented, talent management landscape.
Client Base —During fiscal 2023, the Consulting segment partnered with over 4,800 clients across the globe, and 28% of Consulting’s fiscal 2023 fee revenue was referred from Korn Ferry’s other lines of business. Our clients come from the private, public, and not-for-profit sectors across every major industry and represent diverse business challenges.
Client Base —During fiscal 2024, the Consulting segment partnered with over 4,500 clients across the globe, and 28% of Consulting’s fiscal 2024 fee revenue was referred from Korn Ferry’s other lines of business. Our clients come from the private, public, and not-for-profit sectors across every major industry and represent diverse business challenges.
Our progressive benefit offerings in the U.S. helped us earn top recognitions by Seramount (formerly Working Mother Media) as the best company for Parents 2022, Top Company for Dads 2022, Top Company for Female Professionals 2022, and as one of the Human Rights Campaign’s Best Places to Work for LGBTQ Equality 2022.
Our progressive benefit offerings in the U.S. helped us earn top recognitions by Seramount (formerly Working Mother Media) as the best company for Parents 2023, Top Company for Female Professionals 2023, and as one of the Human Rights Campaign’s Best Places to Work for LGBTQ+ Equality 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of why management believes the presentation of non-GAAP financial measures provide meaningful supplemental information regarding Korn Ferry’s performance.
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of why management believes the presentation of non-GAAP financial measures provide meaningful supplemental information regarding Korn Ferry’s performance.
Percentage of Fiscal 2023 Assignments Opened by Functional Expertise Board Level/CEO/CFO/Senior Executive and General Management 78 % Finance and Control 7 % Information Systems 4 % Marketing and Sales 4 % Manufacturing/Engineering/Research and Development/Technology 4 % Human Resources and Administration 3 % Client Base —Our more than 4,000 Executive Search engagement clients in fiscal 2023 include many of the world’s largest and most prestigious public and private companies .
Percentage of Fiscal 2024 Assignments Opened by Functional Expertise Board Level/CEO/CFO/Senior Executive and General Management 80 % Finance and Control 7 % Information Systems 4 % Marketing and Sales 4 % Manufacturing/Engineering/Research and Development/Technology 3 % Human Resources and Administration 2 % Client Base —Our more than 3,700 Executive Search engagement clients in fiscal 2024 include many of the world’s largest and most prestigious public and private companies .
Client Base —During fiscal 2023, the Digital segment partnered with over 8,300 clients across the globe, and 34% of Digital’s fiscal 2023 fee revenue was referred from Korn Ferry’s other lines of business, primarily Consulting. Our clients come from the private, public and not-for-profit sectors, across every major industry and represent diverse business challenges.
Client Base —During fiscal 2024, the Digital segment partnered with over 8,000 clients across the globe, and 33% of Digital’s fiscal 2024 fee revenue was referred from Korn Ferry’s other lines of business, primarily Consulting. Our clients come from the private, public and not-for-profit sectors, across every major industry and represent diverse business challenges.
The Korn Ferry Story Our Strategy Our systematic approach to solving business challenges has us uniquely positioned to build the services and solutions that people, teams and organizations need so that business strategy is implemented and performance follows. Our approach is focused on the following strategic priorities to increase our client and commercial impact: 1.
The Korn Ferry Story Our Strategy As described above, our systematic approach to solving business challenges has us uniquely positioned to build industry leading products, services and solutions that people, teams and organizations need so that business strategy is implemented, and performance follows. Our approach is focused on the following strategic priorities to increase our client and commercial impact: 1.
And we hold: • Rewards data on more than 30 million people covering some 30,000 organizations. • More than 10,000 individual success profiles covering over 30,000 job titles. • Organizational benchmark data on more than 12,000 entities. • Culture surveys on approximately 600 entities and 7.2 million respondents. • Pay policy and practice data on more than 150 countries.
And we hold: • Rewards data on more than 28 million peopl e covering some 30,000 organizations. • More than 10,500 individual success profiles covering over 30,000 job titles. • Organizational benchmark data on almost 12,000 entities . • Culture surveys on approximately 600 entities and 7.2 million respondents. • Pay policy and practice data on more than 150 countries.
We operate in 108 offices in 53 countries, helping us deliver our solutions globally, wherever our clients do business. We continue our commitment to diversity and inclusion, hiring, promoting, and extending opportunities to women and underrepresented groups. As of April 30, 2023, 70% of our workforce in the U.S. is female or from an underrepresented group.
We operate in 103 offices in 51 countries, helping us deliver our solutions globally, wherever our clients do business. We continue our commitment to diversity and inclusion, hiring, promoting, and extending opportunities to women and underrepresented groups . As of April 30, 2024, 72 % of our workforce in the U.S . is female or from an underrepresented group.
We run promotion cycles twice a year to allow us to appreciate the contribution of colleagues more frequently. In fiscal 2023, we promoted over 1,200 people in our five lines of business and Corporate. We offer competitive benefits across the globe customized to each country we operate in based on market prevalence and cultural relevance.
Most years we run promotion cycles twice a year to allow us to appreciate the contribution of colleagues more frequently. In fiscal 2024, we promoted over 840 people i n our five lines of business and Corporate. We offer competitive benefits across the globe customized to each country we operate in based on market prevalence and cultural relevance.
Client Base —During fiscal 2023, the RPO segment partnered with more than 300 clients across the globe, and 54% of RPO fiscal 2023 fee revenue was referred from Korn Ferry’s other lines of business. Competition —We primarily compete for RPO business with other global RPO providers such as Cielo, Alexander Mann Solutions, IBM, Allegis, Kelly Services and Randstad.
Client Base —During fiscal 2024, the RPO segment partnered with more than 200 clients across the globe, and 53% of RPO fiscal 2024 fee revenue was referred from Korn Ferry’s other lines of business. Competition —We primarily compete for RPO business with other global RPO providers such as Cielo, Alexander Mann Solutions, IBM, Allegis, WilsonHCG and Randstad.
Leaders and employees are empowered to take action on their own development, while companies use strategic perspectives to build stronger plans and make smarter investments today and into the future. • Talent Acquisition: From Executive Search, Professional Search & Interim and Recruitment Process Outsourcing ("RPO") covering single to multi-hire permanent positions and interim contractors, we help organizations attract and retain the right people across functions, levels and skills. • Leadership and Professional Development: We help develop leaders along each stage of their career with a spectrum of intensive high-touch and scalable high-tech development experiences. 2 • Total Rewards: We help organizations pay their people fairly for doing the right things with rewards they value at a cost that the organization can afford.
Leaders and employees are empowered to take action on their own development, while companies use strategic perspectives to build stronger plans and make smarter investments today and into the future. • Talent Acquisition: From Executive Search, Professional Search & Interim and Recruitment Process Outsourcing ("RPO") covering single to multi-hire permanent positions and interim contractors, we help organizations attract and retain the right people across functions, levels and skills. • Leadership and Professional Development: We map skills and competencies to business strategy and help develop leaders along each stage of their career with a spectrum of intensive high-touch and scalable high-tech development experiences. • Total Rewards: We help organizations pay their people fairly for doing the right things with rewards they value at a cost that the organization can afford. 3 Our Integrated Solutions We also offer integrated solutions that bring together expertise from across our core capabilities to navigate broader business challenges.
We work with: • 96% of the S&P 100, and 85% of the S&P 500 • 94% of the Euronext 100 • 85% of the FTSE 100 • 91% of the S&P Europe 350 • 60% of the S&P Asia 50 • 80% of the S&P Latin America 40 In addition, we work with: • 3 in every 4 best companies to work for (Fortune Magazine) • 1 in every 2 of the fastest growing companies in the world (Fortune Magazine) • 79% of the world’s top performing companies (Drucker Institute) • 96% of the top 50 world's most admired companies (Fortune Magazine) We also continued to make significant investments across the breadth of our business and in our people.
We worked during fiscal 2024 with: • 97% of the S&P 100, and 86% of the S&P 500 • 92% of the Euronext 100 • 85% of the FTSE 100 • 89% of the S&P Europe 350 • 68% of the S&P Asia 50 • 80% of the S&P Latin America 40 In addition, we worked during fiscal 2024 with: • 3 in every 4 best companies to work for (Fortune Magazine) • 1 in every 2 of the fastest growing companies in the world (Fortune Magazine) • 80% of the world’s top performing companies (Drucker Institute) • 96% of the top 50 world's most admired companies (Fortune Magazine) Our business and our people We also continued to make significant investments across the breadth of our business and in our people.
This commitment includes strategic acquisitions and the innovation and development of our platforms, solutions and ways of working. A testament to Korn Ferry’s forward-thinking approach is the acquisition of our third and fourth Interim hiring firms in the last 18 months.
This commitment includes strategic acquisitions and the innovation and development of our talent platform, solutions and ways of working. A testament to Korn Ferry’s forward-thinking approach is the acquisition of our third and fourth Interim hiring firms in the last two fiscal years.
Our goal is to drive topline synergies by increasing growth in the crossline of business referrals. This has been successful as during fiscal 2023, approximately 80% of revenue came from clients using multiple lines of our business, consistent with fiscal 2022. We intend to continue evolving integrated solutions along industry lines to drive cross-geography and cross-solution referrals.
Our goal is to drive topline synergies by increasing growth in the crossline of business referrals. This has been successful as during fiscal 2024, more than 75% of fee revenue came from clients using multiple lines of our business. We intend to continue evolving integrated solutions along industry lines to drive cross-geography and cross-solution referrals.
We have built strong client loyalty, with nearly 80% of our engagements in fiscal 2023 completed on behalf of clients for whom we had conducted engagements in the previous three fiscal years.
We have built strong client loyalty, with more than 85% of our engagements in fiscal 2024 completed on behalf of clients for whom we had conducted engagements in the previous three fiscal years.
Focused on business outcomes, the combination of Korn Ferry intellectual property ("IP") and advanced technology enables our experts to deliver actionable insights and personalized recommendations accurately and efficiently. These solutions include: • Workforce Transformation : We offer practical and pragmatic solutions to support organizations in re-shaping workforces for the future.
Korn Ferry IP and advanced technology enables our experts to deliver unique, actionable insights and personalized recommendations accurately and efficiently at scale. These solutions include: • Workforce Transformation : We offer practical and pragmatic solutions to support organizations in re-shaping workforces for the future.
Developing and Rewarding Our People We focus on making Korn Ferry a firm that energizes, develops, rewards and empowers people to pursue their passions and help our business succeed. Our global talent promotion process recognizes colleagues for exceptional dedication and service to clients.
We strongly believe in a radically human approach, striving for empathy, honesty and authenticity across our interactions. Developing and Rewarding Our People We focus on making Korn Ferry a firm that energizes, develops, rewards and empowers people to pursue their passions and help our business succeed. Our global talent promotion process recognizes colleagues for exceptional dedication and service to clients.
Professional Search & Interim delivers enterprise talent acquisition solutions for professional level middle and upper management. The Company helps clients source high-quality candidates at speed and scale globally, covering single-hire to multi-hire permanent placements and interim contractors (that are focused on senior executive, information technology ("IT"), Finance & Accounting and HR roles).
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 ("IT"), Finance & Accounting and HR roles).
This manifests itself in our ability to continue generating additional fee revenues based on referrals from one line of business to another, generating more than 25% of total fee revenues for fiscal 2023.
This manifests itself in our ability to continue generating additional fee revenues based on referrals from one line of business to another, exiting fiscal 2024, generating more than 25% of consolidated fee revenues in the fourth quarter of fiscal 2024 from referrals.
Item 1. Business Company Overview Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our,” and “us”) is a leading global organizational consulting firm.
Item 1. Business Company Overview Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our,” and “us”) is a leading global organizational consulting firm. We work with our clients to design optimal organization structures, roles, and responsibilities.
Our expertise in this area runs deep. We help clients comply and create more inclusive, equitable, and successful organizations reflective of today's diverse and interconnected world. • Sales Effectiveness powered by KF Sell : Today's selling environment is more complex than ever, with sales teams challenged to deliver value. Sellers need the right tools, training, and approach to be successful.
We help clients create more inclusive organizations reflective of today's interconnected world. • Sales Effectiveness : Today's selling environment is more complex than ever, with sales teams challenged to deliver value. Sellers need the right tools, training, and approach to be successful.
Deliver Client Excellence and Innovation and diversify our offerings into fully integrated, scalable and sustainable client engagements. 4. Advance Korn Ferry as a Premier Career Destination - Attract and retain top talent through continued investment in building a world-class organization through a capable, motivated, and agile workforce. 5. Pursue Transformational M&A Opportunities at the Intersection of Talent and Strategy.
Deliver Client Excellence and Innovation and diversify our offerings into fully integrated, scalable and sustainable client engagements, enriched and differentiated with our unique IP, content and data. 4. Advance Korn Ferry as a Premier Career Destination - Attract and retain top talent through continued investment in building a world-class organization through a capable, motivated, and agile workforce. 5.
The Korn Ferry Institute develops robust research, innovative IP, and advanced analytics to enable Korn Ferry employees to partner with people and organizations to activate their potential and succeed. We have built the Korn Ferry Institute on three core pillars: 1.
The Korn Ferry Institute develops robust research, innovative IP, and advanced analytics which is embedded in our talent products and leveraged by our consultants to enable Korn Ferry employees to partner with people and organizations to activate and exceed their potential. We have built the Korn Ferry Institute on three core pillars: 1.
Summary of financial fiscal 2023 highlights: • Fee revenue was $677.0 million, an increase of 4.0% compared to fiscal 2022, representing 24% of total fee revenue. • Adjusted EBITDA and Adjusted EBITDA margin were $108.5 million and 16.0%, respectively. • The number of consulting and execution staff at year-end was 1,853 with an increase in the average bill rate (fee revenue divided by the number of hours worked by consultants and execution staff) of $10 per hour or 3% compared to fiscal 2022.
Summary of financial fiscal 2024 highlights: • Fee revenue was $695.0 million, an increase of 2.7% compared to fiscal 2023, representing 25.1% of consolidated fee revenue. • Adjusted EBITDA was $114.3 million and Adjusted EBITDA margin was 16.4%. • The number of consulting and execution staff at year-end was 1,678 with an increase in the average bill rate (fee revenue divided by the number of hours worked by consultants and execution staff) of $42 per hour or 11% compared to fiscal 2023.
Competition —Again, competition is fragmented in this sector. We compete with specialist suppliers, and boutique and large consulting companies in each solution area such as AON, Mercer, Willis Towers Watson, SHL, Fuel 50, SkillSoft, Criteria, Predictive Index, Prevue Hire and Textlio. One of our advantages is linking our data, IP and our technology platform across our solutions.
Competition —Again, competition is fragmented in this sector. We compete with specialist HR technology providers, and boutique and large consulting companies in each solution area such as AON, Eightfold, Hogan, KPMG, Mercer, Willis Towers Watson, SHL, and other boutique HR technology firms. One of our advantages is linking our data, IP and our technology platform across our solutions.
The Company's scalable solutions, built on science and powered by best-in-class technology and consulting expertise, enable the Company to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit.
RPO offers scalable recruitment outsourcing and projects solutions leveraging a customized technology enabled service delivery platform and talent insights. The Company's scalable solutions, built on our IP, science, and data and powered by best-in-class technology and consulting expertise, enable the Company to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit.
We actively help our colleagues grow and develop with mentoring and support. We strive to learn, grow, to be better today than we were yesterday, and always do our best for our clients, colleagues, and shareholders. As a global corporation, our commitment is to act ethically, which begins with each of us.
We strive to learn, grow, to be better today than we were yesterday, and always do our best for our clients, colleagues, and shareholders. As a global corporation, our commitment is to act ethically, which begins with each of us. This thinking is embedded in our core values and guides how we work together and with others.
Broken down further, 62% of our workforce in the U.S. is female, and 64% of our global workforce is female. Our global age demographic is 53% Millennials (ages 26-41) and 8% Gen Z/Centennials (ages 25 and below).
Broken down further, 64% of our workforce in the U.S. is female, and 64% of our global workforce is female. Our global age demographic is 54% Millennials (ages 28-43) and 9% Gen Z/Centennials (ages 27 and below).
With vision, innovation and focus as our guide, we believe we are now a company with a more durable business, with greater and expanding relevance, and with an increasingly sustainable level of business and profitability that is poised for further growth in the years to come. 1 Fiscal 2023 Performance Highlights Our results reflect the dedication and hard work of our more than 10,600 talented colleagues.
With vision, innovation and focus as our guide, we believe we are now a company with a more durable business and more resilient top-line, with greater and expanding relevance, and with an increasingly sustainable level of profitability that is poised for further growth in the years to come.
Robust Research and Thought Leadership to anticipate and innovate : We explore trends and define leadership and human and organizational performance for a fast-changing economy. Some project examples from fiscal 2023 include research around: • Purpose • ESG • Neuroscience • Gen Z 2.
Robust Research and Thought Leadership to anticipate and innovate : We explore trends and define leadership and human and organizational performance for a fast-changing economy.
Our global talent promotion process recognizes colleagues for exceptional dedication and service to clients, embracing our firm's purpose and values, outstanding collaboration and stretching to meet expectations. We believe diversity drives innovation and connects us to our customers and communities. We are committed to building strong teams of people with diverse experiences, backgrounds, and perspectives.
We work hard to build an environment of recognition by acknowledging others and appreciating their contributions and achievements. Our global talent promotion process recognizes colleagues for exceptional dedication and service to clients, embracing our firm's purpose and values, outstanding collaboration and stretching to meet expectations. We believe diversity drives innovation and connects us to our customers and communities.
We believe building long-term client relationships of scale delivers less cyclical, more resilient revenue and new business through structured, programmatic account planning and strategic investments in account management talent.
We believe building long-term client relationships of scale delivers less cyclical, more resilient revenue and new business through structured, programmatic account planning and strategic investments in account management talent. Our People Culture and Workforce Our culture has evolved tremendously over the years with a team spirit of working together across different offices, regions, and practices.
As of April 30, 2023, we had 10,697 full-time employees: Consultants and execution staff 1 Support staff 2 Total employees Consulting 1,853 363 2,216 Digital 347 1,077 1,424 Executive Search 602 1,218 1,820 Professional Search & Interim 498 591 1,089 RPO 180 3,750 3,930 Corporate — 218 218 Total 3,480 7,217 10,697 1 Consultants and execution staff, primarily responsible for originating client services 2 Support staff includes associates, researchers, administrative, and support staff Business Challenges We Solve Our judgment and expertise have been built from decades of experience and insight into the business challenges companies are grappling with across industries.
As of April 30, 2024, we had 9,076 full-time employees: Consultants and execution staff 1 Support staff 2 Total employees Consulting 1,678 310 1,988 Digital 267 955 1,222 Executive Search 542 1,119 1,661 Professional Search & Interim 457 348 805 RPO 141 3,045 3,186 Corporate — 214 214 Total 3,085 5,991 9,076 1 Consultants and execution staff, primarily responsible for originating client services 2 Support staff includes associates, researchers, administrative, and support staff Business Challenges We Solve Our judgment and expertise have been built from decades of experience and insight into the business challenges companies are grappling with across industries.
This structure allows us to bring our resources together to focus on our clients and partner with them to solve the challenges they face in their businesses. 1.
Our Businesses The Company has eight reportable segments that operate through the following five lines of business, supported by a corporate center. This structure allows us to bring our resources together to focus on our clients and partner with them to solve the challenges they face in their businesses.
We continue to capitalize on the top-line synergies created by our end-to-end solutions that are designed to address the many aspects of an employee’s engagement with their employer.
These investments are intended to expand our offerings to help us further differentiate ourselves in the marketplace and reflect our continued focus on high-demand areas emerging in this environment. We continue to capitalize on the top-line synergies created by our end-to-end solutions that are designed to address the many aspects of an employee’s engagement with their employer.
We also spent $18.5 million on debt service costs, and returned $93.9 million and $33.0 million to shareholders in the form of share repurchases and dividends, respectively. * Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA margin are non-GAAP financial measure and have limitations as analytical tools. See Item 7.
For the full year, the Company invested $46.7 million in capital expenditures (excluding leasehold improvements and furniture & fixtures), $18.5 million on debt service costs, and returned $52.5 million and $54.4 million to shareholders in the form of share repurchases and dividends, respectively. * Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools.
Our Proprietary Data We manage and leverage more than six billion data points, including: • Over 98 million assessments. • Engagement data on approximately 33 million employees.
Our Proprietary Data We manage and leverage nearly seven billion data points via our Digital technology products and platform, including: • Over 100 million assessments. • Engagement data on approximately 36 million employees.
They focus on creating value for our stakeholders, our colleagues themselves, our clients, our shareholders, and the communities in which we operate.
Fiscal 2024 Performance Highlights Our results reflect the dedication and hard work of our more than 9,000 talented colleagues. They focus on creating value for our stakeholders, including our colleagues themselves, our clients, our shareholders, and the communities in which we operate.
Summary of financial fiscal 2023 highlights: • Fee revenue was $424.6 million, an increase of 8% compared to fiscal 2022, representing 15% of total fee revenue. • Adjusted EBITDA and Adjusted EBITDA margin were $52.6 million and 12.4%, respectively.
Summary of financial fiscal 2024 highlights: • Fee revenue was $354.1 million, a decrease of 16.6% compared to fiscal 2023, representing 12.8% of consolidated fee revenue. • Adjusted EBITDA was $40.4 million and Adjusted EBITDA margin was 11.4%.
Summary of financial fiscal 2023 highlights: • Fee revenue was $354.7 million, an increase of 2.0% compared to fiscal 2022, representing 13% of total fee revenue. • Subscription and License fee revenue was $119.7 million, an increase of 10% compared to fiscal 2022. • Adjusted EBITDA and Adjusted EBITDA margin were $97.5 million and 27.5%, respectively.
Summary of financial fiscal 2024 highlights: • Fee revenue was $366.7 million, an increase of 3.4% compared to fiscal 2023, representing 13.3% of consolidated fee revenue. • Subscription and License fee revenue was $131.0 million, an increase of 9.4% compared to fiscal 2023. • Adjusted EBITDA was $108.7 million and Adjusted EBITDA margin was 29.6%.
We also work under the One Korn Ferry umbrella to help clients plan for their broader talent acquisition needs as part of their business strategy planning. 5. RPO offers scalable recruitment outsourcing solutions leveraging customized technology and talent insights.
Our Talent Delivery Centers provide our teams with increased scalability, multilingual capabilities, global reach and functional specialization. We also work under the One Korn Ferry umbrella to help clients plan for their broader talent acquisition needs as part of their business strategy planning. 5.
Our approach to talent acquisition, development, recognition, engagement and benefits are designed to support this approach. Our priority is to hire without bias and provide under-represented talent with equal opportunity across the firm. We work hard to build an environment of recognition by acknowledging others and appreciating their contributions and achievements.
We strive to foster a supportive, respectful culture where everyone feels valued for their contribution, can do their best work and exceed their potential. Our approach to talent acquisition, development, recognition, engagement and benefits are designed to support this approach. Our priority is to hire without bias and provide under-represented talent with equal opportunity across the firm.
Our Beliefs and Behaviors Our culture starts with our values of Inclusion, Honesty, Knowledge, and Performance . Our values set the standard for what we expect of all our people. They also reflect the experience we want our clients to have when they work with us. We seek to embrace people with different points of view.
They also reflect the experience we want our clients to have when they work with us. We seek to embrace people with different points of view. We actively help our colleagues grow and develop with mentoring and support.
Our Core Capabilities We continue to integrate, replicate and scale our solutions and to lead innovation in the digitally enabled new world of work. The depth and breadth of our offerings across the talent lifecycle—from attraction to assessment to recruitment to development, management, and reward—place us in a distinctive position.
Pursue Transformational M&A Opportunities at the Intersection of Talent and Strategy. Our Core Capabilities We continue to integrate, replicate and scale our solutions and to lead innovation in the digitally enabled new world of work.
Our strategic growth reflects a more balanced and sustainable organization. • Our performance was solid during what can be described as times of macroeconomic and geopolitical turbulence and uncertainty, generating $2,835.4 million in fee revenue, up 8.0% compared to fiscal 2022. • Net Income Attributable to Korn Ferry was $209.5 million.
Our strategic growth reflects a more balanced and sustainable organization. • Our performance was solid during what can be described as an uncertain and challenging global economic environment, generating $2,762.7 million in fee revenue, down only 3% compared to fiscal 2023. • Net Income Attributable to Korn Ferry was $169.2 million. 2 • Operating income and Adjusted EBITDA* were $212.9 million with a margin of 7.7%, and $408.2 million with a margin* of 14.8%, respectively.
Summary of financial fiscal 2023 highlights: • Fee revenue was $503.4 million, an increase of 69% compared to fiscal 2022, representing 18% of total fee revenue. • Average bill rates increased by 26% to $115 per hour in the last quarter of fiscal 2023 from $91 per hour as of January 31, 2022, which was the quarter we acquired our first interim business.
Summary of financial fiscal 2024 highlights: • Fee revenue was $540.6 million, an increase of 7.4% compared to fiscal 2023, representing 19.6% of consolidated fee revenue. • Average bill rates increased by 10% to $126 per hour in fiscal 2024 from $115 per hour in fiscal 2023.
We also compete with smaller boutique firms specializing in specific regional, industry, or functional leadership and human resources ("HR") consulting aspects. 2. Digital develops technology-enabled Performance Management Tools that empower our clients. At the core of our offerings is the proprietary Korn Ferry Intelligence Cloud platform.
We also compete with smaller boutique firms specializing in specific regional, industry, or functional leadership and human resources ("HR") consulting aspects. 2. Digital builds, sells and delivers our technology products. Our Digital talent technology products enable our clients to make critical talent decisions in the flow of work across talent acquisition and talent development.
Consulting aligns organizational structure, culture, performance, development, and people to drive sustainable growth by addressing four fundamental organizational and talent needs: Organization Strategy, Assessment and Succession, Leadership and Professional Development, and Total Rewards. We enable this work with a comprehensive set of Digital Performance Management Tools, based on our best-in-class IP and 3 data.
Consulting aligns organizational structure, culture, performance, development, and people to drive sustainable growth by addressing four fundamental organizational and talent needs: Organization Strategy, Assessment and Succession, Leadership and Professional Development, and Total Rewards. The Consulting teams work across our core capabilities, architecting integrated solutions and technology products described above to help clients execute their strategy in a digitally enabled world.
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 ("APAC") and Executive Search Latin America). 4 Summary of financial fiscal 2023 highlights: • Fee revenue was $875.8 million, a decrease of 6% compared to fiscal 2022, representing 31% of total fee revenue. • Adjusted EBITDA and Adjusted EBITDA margin were $205.8 million and 23.5%, respectively.* • In fiscal 2023, we opened more than 6,300 new engagements with an average of 594 consultants. *Executive Search Adjusted EBITDA and Executive Search Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools.
Summary of financial fiscal 2024 highlights: • Fee revenue was $806.2 million, a decrease of 7.9% compared to fiscal 2023, representing 29.2% of consolidated fee revenue. • Adjusted EBITDA was $171.1 million and Adjusted EBITDA margin was 21.2%.* • In fiscal 2024, we opened more than 6,000 new engagements with an average of 572 consultants. *Executive Search Adjusted EBITDA and Executive Search Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools.
We offer end-to-end solutions—a view into an organization’s entire talent ecosystem—to create positive client outcomes.
The depth and breadth of our offerings across the talent lifecycle—from attraction to assessment to recruitment to development, management, engagement, and reward—place us in a unique position. We offer end-to-end solutions—a view into an organization’s entire talent ecosystem—to create positive client outcomes.
Korn Ferry leverages the KF Sell platform and award-winning Miller-Heiman sales methodology to help organizations achieve their top-line growth objectives. • Career Mobility for Tech Talent powered by KF Career: We retain, engage and develop tech talent to create a competitive advantage for our clients' organizations.
Korn Ferry leverages the KF Sell product and award-winning Miller-Heiman sales methodology to help organizations achieve their top-line growth objectives. Our Digital Technology-Enabled Products Our consulting is supported and enabled by data and we have a robust suite of HR Digital technology products to transform organizations further and faster, at scale. The insights drive actions.
Average bill rates represent fee revenue from interim services divided by the number of hours worked by consultants providing those services. • Adjusted EBITDA and Adjusted EBITDA margin were $110.9 million and 22.0%, respectively.
Average bill rates represent fee revenue from interim services divided by the number of hours worked by consultants providing those services. • Adjusted EBITDA was $101.9 million and Adjusted EBITDA margin was 18.8%. 6 Client Base —During fiscal 2024, the Professional Search & Interim segment partnered with more than 3,600 clients across the globe, and 21% of Professional Search & Interim’s fiscal 2024 fee revenue was referred from Korn Ferry’s other lines of business.
We believe our competitive advantage is distinct. We are strategic, collaborating with clients to hire best-fit candidates using our assessment IP, proprietary technology and professional recruiters. Our Talent Delivery Centers provide our teams with increased scalability, multilingual capabilities, global reach and functional specialization.
Competition —We primarily compete for Professional Search & Interim business with regional contingency and large national retained recruitment firms such as Robert Half, Michael Page, Harvey Nash, Robert Walters, KForce, TekSystems and BTG. We believe our competitive advantage is distinct. We are strategic, collaborating with clients to hire best-fit candidates using our assessment IP, proprietary technology and professional recruiters.
By aligning strategy, people and business operations in this area, we help companies build resilience, foster innovation, and improve their reputation, positioning them for sustainable growth and success in both turbulent and prosperous times. • Diversity, Equity & Inclusion : We believe diverse and inclusive organizations drive better business performance, attract and retain high-caliber talent, foster innovation for competitive advantage, and enhance brand reputation.
Our career transition services cover personal assessments, coaching, upskilling courses, branding, interview preparation and even onboarding once they land their new job. • Inclusion : We believe inclusive organizations drive better business performance, attract and retain high-caliber talent, foster innovation for competitive advantage, and enhance brand reputation. Our expertise in this area runs deep.
Differentiated IP development supported by leading-edge science and enablement : We develop and measure what is required for success at work in the new economy. Examples from fiscal 2023 include IP around: • Inclusive Language and Leadership • Learning Agility • Career Mobility • Assessments and Interactive Feedback 3.
Some project examples from fiscal 2024 include research around: • CEO Outcomes • Inclusive Boards • Change-Ready Leader • Menopause at Work • AI in the Workplace • Evolution of Diversity, Equity and Inclusion • Leading for Impact 2. Differentiated IP development supported by leading-edge science and enablement : We develop IP that drives success for our clients.
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Korn Ferry has evolved from our executive search-focused roots into a company with a more diverse service and digital and other solution offering that is designed to align with our clients’ desire to synchronize their strategy, operations, and talent to drive superior performance.
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We help them hire the right people, focus on the right skills, and advise them on how to reward, engage and motivate their workforce while developing professionals as they navigate and advance their careers.
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We believe we are the premier organizational consultancy uniquely positioned to leverage our extensive intellectual property to help companies bring talent and strategy together, helping them have the right people in the right places and providing them with the right rewards.
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The importance and strength of our brand A strong brand fosters familiarity and loyalty, builds trust, cultivates relationships, and has a lasting impact on sales velocity and growth which is why one of our strategic pillars is to continue to elevate ours.
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We seek to bring their strategies to life by designing their organizational structure and helping them hire, motivate and retain the best people. And we help professionals navigate and advance their career.
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Originally known for our leading position in executive search, our brand recognition is growing and evolving to represent great workplaces and the people – the talent – behind them. Collaboration across our sales, marketing, research, and business teams has significantly boosted Korn Ferry's market recognition and strengthened our client connections.
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These investments are intended to expand our offerings to help us further differentiate ourselves in the marketplace and reflect our continued focus on high-demand areas emerging in this environment. A critical driver of our success has been the evolution and maturation of our go-to-market (“GTM”) activities.
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By curating our intellectual property, content, and data, and integrating them with our colleagues' expertise, we inspire and challenge conventional workplace viewpoints. Career makers and business advisors, the impact we create spans entire organizations, but always starts with people. The inspiration we put out into the world is to Be More Than .
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Our "Marquee" and "Regional" accounts lead these activities with approximately 340 accounts or 2% of our total clients, representing more than 35% of our total fee revenue. We continue to invest in Global Account Leaders (“GALs”), resulting in us exiting the year with more than 70 colleagues in this role.
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Underpinning our strategy with tech-enabled IP, data and content Korn Ferry leads the industry with unique intellectual property, content, and data. Powered by one of the world’s largest and most distinctive talent database and analytics engine, we deliver technology-enabled, data-informed solutions for people and workplaces that drive growth strategies.
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Leveraging our acquisition of the Miller Heiman Group, we use our own sales effectiveness methodologies and discipline in our Marquee and Regional account programs to drive rates of top-line growth in excess of the rest of our portfolio.
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With access to nearly 7 billion proprietary data points across 150 countries, we understand what excellence looks like and know how to achieve it. Our consultants use this data to develop informed talent solutions that provide a competitive edge, while our suite of tech-enabled talent products ensures implementation at scale with speed.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

68 edited+17 added−6 removed183 unchanged
Biggest changeWe face various risks related to health epidemics, pandemics, and similar outbreaks that negatively impact our operations and financial performance and those of the clients we serve. The ultimate magnitude of any future pandemics or similar outbreaks depends on numerous factors, the full extent of which we may not be capable of predicting.
Biggest changeThe ultimate magnitude of any future pandemics or similar outbreaks depends on numerous factors, the full extent of which we may not be capable of predicting. Our business and financial results have been, and could be in the future, adversely affected by health epidemics, pandemics, and similar outbreaks.
Specifically, our level of debt could have important consequences to us, including the following: it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt; our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes may be impaired; requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, including the Notes, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes; we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited; our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in the Amended Credit Agreement and the indenture governing our Notes; our ability to borrow additional funds or to refinance debt may be limited; and it may cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations, such as insuring against our professional liability risks, under such contracts.
Specifically, our level of debt could have important consequences to us, including the following: it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt; our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate 16 purposes may be impaired; requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, including the Notes, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes; we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited; our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in the Amended Credit Agreement and the indenture governing our Notes; our ability to borrow additional funds or to refinance debt may be limited; and it may cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations, such as insuring against our professional liability risks, under such contracts.
Bribery Act, as well as the fact that many countries have legal systems, local laws and trade practices that are unsettled and evolving, and/or commercial laws that are vague and/or inconsistently applied; ▪ difficulties in staffing and managing global operations, which could impact our ability to maintain an effective system of internal control; ▪ difficulties in building and maintaining a competitive presence in existing and new markets; ▪ social, economic and political instability, including the repercussions of the ongoing conflict between Russia and Ukraine and the cessation of our business in Russia; ▪ differences in cultures and business practices; ▪ statutory equity requirements; ▪ differences in accounting and reporting requirements; ▪ repatriation controls; ▪ differences in labor and market conditions; ▪ potential adverse tax consequences; ▪ multiple regulations concerning immigration, pay rates, benefits, vacation, statutory holiday pay, workers’ compensation, union membership, termination pay, the termination of employment, and other employment laws; and 20 ▪ the introduction of greater uncertainty with respect to trade policies, tariffs, disputes or disruptions, the termination or suspension of treaties, boycotts and government regulation affecting trade between the U.S. and other countries.
Bribery Act, as well as the fact that many countries have legal systems, local laws and trade practices that are unsettled and evolving, and/or commercial laws that are vague and/or inconsistently applied; ▪ difficulties in staffing and managing global operations, which could impact our ability to maintain an effective system of internal control; ▪ difficulties in building and maintaining a competitive presence in existing and new markets; ▪ social, economic and political instability, including the repercussions of the ongoing conflict between Russia and Ukraine and the cessation of our business in Russia; ▪ differences in cultures and business practices; ▪ statutory equity requirements; ▪ differences in accounting and reporting requirements; ▪ repatriation controls; ▪ differences in labor and market conditions; ▪ potential adverse tax consequences; ▪ multiple regulations concerning immigration, pay rates, benefits, vacation, statutory holiday pay, workers’ compensation, union membership, termination pay, the termination of employment, and other employment laws; and ▪ the introduction of greater uncertainty with respect to trade policies, tariffs, disputes or disruptions, the termination or suspension of treaties, boycotts and government regulation affecting trade between the U.S. and other countries.
The process of integrating an acquired business subjects us to a number of risks, including: ▪ diversion of management attention; ▪ amortization of intangible assets, adversely affecting our reported results of operations; ▪ inability to retain and/or integrate the management, key personnel and other employees of the acquired business; ▪ inability to properly integrate businesses resulting in operating inefficiencies; 22 ▪ inability to establish uniform standards, disclosure controls and procedures, internal control over financial reporting and other systems, procedures and policies in a timely manner; ▪ inability to retain the acquired company’s clients; ▪ exposure to legal claims for activities of the acquired business prior to acquisition; and ▪ incurrence of additional expenses in connection with the integration process.
The process of integrating an acquired business subjects us to a number of risks, including: ▪ diversion of management attention; ▪ amortization of intangible assets, adversely affecting our reported results of operations; ▪ inability to retain and/or integrate the management, key personnel and other employees of the acquired business; ▪ inability to properly integrate businesses resulting in operating inefficiencies; ▪ inability to establish uniform standards, disclosure controls and procedures, internal control over financial reporting and other systems, procedures and policies in a timely manner; ▪ inability to retain the acquired company’s clients; ▪ exposure to legal claims for activities of the acquired business prior to acquisition; and ▪ incurrence of additional expenses in connection with the integration process.
Our failure 11 to retain our most productive consultants, whether in Executive Search, Consulting, Digital, Professional Search & Interim or RPO, or maintain the quality of service to which our clients are accustomed, as well as the ability of a departing consultant to move business to his or her new employer, could result in a loss of clients, which could in turn cause our fee revenue to decline and our business to be harmed.
Our failure to retain our most productive consultants, whether in Executive Search, Consulting, Digital, Professional Search & Interim or RPO, or maintain the quality of service to which our clients are accustomed, as well as the ability of a departing consultant to move business to his or her new employer, could result in a loss of clients, which could in turn cause our fee revenue to decline and our business to be harmed.
As part of our corporate strategy, we are attempting to leverage our research and consulting services to sell a full range of services across the life cycle of a policy, program, project or initiative, and we are regularly searching for ways to provide new services to clients, such as our recent entry into the Interim business and strategic acquisitions.
As part of our corporate strategy, we are attempting to leverage our research and consulting services to sell a full range of services across the life cycle of a policy, program, project or initiative, and we are regularly searching for ways to provide new services to clients, such as our entry into the Interim business and strategic acquisitions.
Any increased or unexpected costs or unanticipated delays in connection with the performance of fixed-fee engagements, including delays caused by factors outside our control, could make these contracts 14 less profitable or unprofitable, which would have an adverse effect on our profit margin.
Any increased or unexpected costs or unanticipated delays in connection with the performance of fixed-fee engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.
In addition, as a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our Revolver, at or prior to maturity, or enter into additional agreements for indebtedness.
In addition, as a result of general 22 economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our Revolver, at or prior to maturity, or enter into additional agreements for indebtedness.
Competition in our industries could result in lost market share, reduced demand for our services, and/or require us to charge lower prices for our services, which could adversely affect our operating results and future growth. We continue to face significant competition to each of our services and product offerings.
Competition in our industries could result in lost market share, reduced demand for our services, and/or require us to charge lower prices for our services, which could adversely affect our operating results and future growth. We continue to face significant competition within each of our services and product offerings.
Risks Related to Our Financing/Indebtedness Our level indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our indebtedness and could divert our cash flow from operations for debt payments.
Risks Related to Our Financing/Indebtedness Our level of indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our indebtedness and could divert our cash flow from operations for debt payments.
In addition, some of our clients experience reduced access to credit and lower revenues, resulting in their inability to meet their payment obligations to us. We face risks associated with social and political instability, legal requirements and economic conditions in our international operations.
In addition, some of our clients experience reduced access to credit and lower revenues, resulting in their inability to meet their payment obligations to us. 21 We face risks associated with social and political instability, legal requirements and economic conditions in our international operations.
Furthermore, our debt under our Revolver bears interest at variable rates. 15 Despite our indebtedness levels, we and our subsidiaries may still incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage. We and our subsidiaries may incur substantial additional indebtedness in the future.
Furthermore, our debt under our Revolver bears interest at variable rates. Despite our indebtedness levels, we and our subsidiaries may still incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage. We and our subsidiaries may incur substantial additional indebtedness in the future.
In addition, negative or inaccurate posts or comments about us on any social networking platforms could damage our reputation, brand image and goodwill. Risks Related to Acquisitions Acquisitions, or our inability to effect acquisitions, may have an adverse effect on our business.
In addition, negative or inaccurate posts or comments about us on any social networking platforms could damage our reputation, brand image and goodwill. 20 Risks Related to Acquisitions Acquisitions, or our inability to effect acquisitions, may have an adverse effect on our business.
These 13 requirements, expectations, and/or frameworks, which can include assessment and ratings published by third-party firms, are not synchronized and vary by stakeholder, industry, and geography; as a result, they may: increase the time and cost of our efforts to monitor and comply with those obligations; limit the extent, frequency, and modality with which our consultants travel; impact our business opportunities, supplier choices and reputation; and expose us to heightened scrutiny, liability, and risks that could negatively affect us.
These requirements, expectations, and/or frameworks, which can include assessment and ratings published by third-party firms, are not synchronized and vary by stakeholder, industry, and geography; as a result, they may: increase the time and cost of our efforts to monitor and comply with those obligations; limit the extent, frequency, and modality with which our consultants travel; impact our business opportunities, supplier and customer choices and reputation; and expose us to heightened scrutiny, liability, and risks that could negatively affect us.
We cannot ensure that off-limit agreements will not impede our growth or our ability to attract and serve new clients, or otherwise harm our business. We face significant competition.
We cannot ensure that off-limit agreements will not impede our growth or our ability to attract and serve new clients, or otherwise harm our business. 11 We face significant competition.
This risk is heightened due to the general portability of a consultant’s business: consultants have in the past, and will in the future, terminate their employment with our Company.
This risk is heightened due to the general portability of a consultant’s business: 12 consultants have in the past, and will in the future, terminate their employment with our Company.
If, as a result of these restrictions, we are required to reduce or eliminate the payment of dividends, a decline in the market price or liquidity, or both, of our common stock could result. This may in turn result in losses by you. Our dividend policy may limit our ability to pursue growth opportunities.
If, as a result of these restrictions, we are required to reduce or eliminate the payment of dividends, a decline in the market price or liquidity, or both, of our common stock could result. This may in turn result in losses for you. Our dividend policy may limit our ability to pursue growth opportunities.
Failure to identify, hire, train and retain talented employees who share our values could have a negative effect on our reputation and our business. 12 We are subject to potential legal liability from clients, employees, candidates for employment, stockholders and others.
Failure to identify, hire, train and retain talented employees who share our values could have a negative effect on our reputation and our business. 13 We are subject to potential legal liability from clients, employees, candidates for employment, stockholders and others.
For example, much of our corporate staff are based in California, which has a high level of risk from wildfires and earthquakes. The impacts of climate change present notable risks, including damage to assets and technology caused by extreme weather events linked to climate change and may otherwise heighten or exacerbate the occurrence of such weather events.
For example, a large number of our corporate staff are based in California, which has a high level of risk from wildfires and earthquakes. The impacts of climate change present notable risks, including damage to assets and technology caused by extreme weather events linked to climate change and may otherwise heighten or exacerbate the occurrence of such weather events.
As we focus on developing new services, clients, practice areas and lines of business; open new offices; acquire or dispose of business; and engage in business in new geographic locations, our operations are exposed to additional as well as enhanced risks.
As we focus on developing new services, clients, practice areas and lines of business; acquire or dispose of business; and engage in business in new geographic locations, our operations are exposed to additional as well as enhanced risks.
Our RPO services primarily compete for business with other RPO providers such as Cielo, Alexander Mann Solutions, IBM, Allegis, Kelly Services and Randstad while Professional Search & Interim services compete for mid-level professional search assignments with regional contingency recruitment firms and large national retained recruitment firms such as Robert Half, Michael Page, Harvey Nash, Robert Walters, TekSystems and BTG.
Our RPO services primarily compete for business with other RPO providers such as Cielo, Alexander Mann Solutions, IBM, Allegis, WilsonHCG and Randstad while Professional Search & Interim services compete for mid-level professional search assignments with regional contingency recruitment firms and large national retained recruitment firms such as Robert Half, Michael Page, Harvey Nash, Robert Walters, TekSystems, KForce and BTG.
Cyber security vulnerabilities and incidents have and may again lead to the improper disclosure of information obtained from our clients, candidates and employees, which could result in liability and harm to our reputation. We use information technology and other computer resources to carry out operational and marketing activities and to maintain our business records .
Cybersecurity vulnerabilities and incidents have and may again lead to the improper disclosure of information obtained from our clients, candidates and employees, which could result in liability and harm to our reputation. We use information technology and other computer resources to carry out operational and marketing activities and to maintain our business records .
These efforts have also, and may in the future include, reporting intended to address certain third-party frameworks, such as the recommendations of the Sustainability Accounting Standards Board, the Task Force for Climate-Related Financial Disclosures and other standards or material assessments related to corporate responsibility matters.
These efforts have also, and may in the future include, voluntary reporting intended to address certain third-party frameworks, such as the recommendations of the Sustainability Accounting Standards Board, the Task Force for Climate-Related Financial Disclosures and other mandatory or voluntary standards or assessments related to corporate responsibility matters.
The human resource consulting market has been traditionally fragmented and a number of large consulting firms, such as McKinsey, Willis Towers Watson and Deloitte have built businesses in human resource consulting to serve these needs. Our consulting business line has and 10 continues to face competition from human resource consulting businesses.
The human resource consulting market has been traditionally fragmented and a number of large consulting firms, such as AON, McKinsey, Mercer, Willis Towers Watson and Deloitte have built businesses in human resource consulting to serve these needs. Our consulting business line has and continues to face competition from human resource consulting businesses.
When actual or projected fee revenues are negatively impacted by weakening customer demand, we have and may again find it necessary to take cost cutting measures so that we can minimize the impact on our profitability, such as the restructuring recently initiated in the second half of fiscal 2023.
When actual or projected fee revenues are negatively impacted by weakening customer demand, we have and may again find it necessary to take cost cutting measures so that we can minimize the impact on our profitability, such as the restructuring recently initiated in the first half of fiscal 2024.
Clients may also delay or cancel engagements, which could cause expected revenues to be realized at a later time or not at all. For the years ended 2023, 2022, and 2021, fixed-fee engagements represented 23%, 22%, and 26% of our revenues, respectively. Inflationary pressure has and may continue to adversely impact our profitability.
Clients may also delay or cancel engagements, which could cause expected revenues to be realized at a later time or not at all. For the years ended 2024, 2023, and 2022, fixed-fee engagements represented 24%, 23%, and 22% of our revenues, respectively. Inflationary pressure has and may continue to adversely impact our profitability.
Failing to limit departing consultants from moving business or recruiting our consultants to a competitor could adversely affect our business, financial condition and results of operations. We are working to advance culture change through the continued implementation of diversity, equity and inclusion ("DE&I") initiatives throughout our organization and the shift to a hybrid work environment.
Failing to limit departing consultants from moving business or recruiting our consultants to a competitor could adversely affect our business, financial condition and results of operations. We are working to advance culture change through the continued implementation of diversity, equity and inclusion ("DE&I") initiatives throughout our organization.
We operate in 53 countries and, during the year ended April 30, 2023, generated 45% of our fee revenue from operations outside of the U.S. We are exposed to the risk of changes in social, political, legal and economic conditions inherent in international operations.
We operate in 51 countries and, during the year ended April 30, 2024, generated 45% of our fee revenue from operations outside of the U.S. We are exposed to the risk of changes in social, political, legal and economic conditions inherent in international operations.
All of our acquisitions have been accounted for as purchases and involved purchase prices well in excess of tangible asset values, resulting in the creation of a significant amount of goodwill and other intangible assets. As of April 30, 2023, goodwill and purchased intangibles accounted for approximately 25% and 3%, respectively, of our total assets.
All of our acquisitions have been accounted for as purchases and involved purchase prices well in excess of tangible net asset values, resulting in the creation of a significant amount of goodwill and other intangible assets . As of April 30, 2024, goodwill and purchased intangibles accounted for approximately 25% and 2%, respectively, of our total assets.
Should we experience a disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations.
Should we experience a disaster or other business continuity problem, such as a natural disaster, unusual weather conditions, terrorist attack, security breach, power loss, telecommunications failure or other man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations.
Natural disasters, pandemics, disruptions to travel and transportation or problems with communications systems negatively impact our ability to perform services for, and interact with, our clients at their physical locations, which could have an adverse effect on our business and results of operations.
In addition, our consultants oftentimes perform services at the physical locations of our clients. Natural disasters, pandemics, disruptions to travel and transportation or problems with communications systems negatively impact our ability to perform services for, and interact with, our clients at their physical locations, which could have an adverse effect on our business and results of operations.
Accelerated and pronounced economic pressures, such as the recent inflationary cost pressures and rise in interest rates, as well as geopolitical uncertainty, has and may continue to negatively impact our expense base by increasing our operating costs, including labor, borrowing, and other costs of doing business.
Accelerated and pronounced economic pressures, such as the ongoing inflationary cost pressures and rise in interest rates in the last few years, as well as geopolitical uncertainty, has and may continue to negatively impact our expense base by increasing our operating costs, including labor, borrowing, and other costs of doing business.
When interest rates increase, our debt service obligations on our variable rate indebtedness, if any, would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. We may be unable to service our indebtedness.
When interest rates increase, as they have recently, our debt service obligations on our variable rate indebtedness, if any, increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, correspondingly decrease. We may be unable to service our indebtedness.
We license software from third parties, much of which is integral to our systems and our business. The licenses are generally terminable if we breach our obligations under the license agreements.
We are subject to risk as it relates to software that we license from third parties. We license software from third parties, much of which is integral to our systems and our business. The licenses are generally terminable if we breach our obligations under the license agreements.
We cannot be sure that our current insurance against the effects of a disaster regarding our information technology or our disaster recovery procedures will continue to be available at reasonable prices, cover all our losses or compensate us for the possible loss of clients occurring during any period that we are unable to provide business services. 17 We are subject to risk as it relates to software that we license from third parties.
We cannot be sure that our current insurance against the effects of a disaster regarding our information technology or our disaster recovery procedures will continue to be available at reasonable prices, cover all our losses or compensate us for the possible loss of clients occurring during any period that we are unable to provide business services.
As of April 30, 2023, we had approximately $400.0 million in total indebtedness outstanding, $645.4 million of availability under our $650.0 million five-year senior secured revolving credit facility (the “Revolver”) and $500 million of availability under our $500.0 million five-year senior secured delayed draw term loan facility that expired on June 24, 2023 (“Delayed Draw Facility”), both provided for under our Credit Agreement, as amended on June 24, 2022 (the “Amended Credit Agreement”) that we entered into with a syndicate of banks and Bank of America, National Association as administrative agent.
As of April 30, 2024, we had approximately $400.0 million in total indebtedness outstanding, and $645.5 million of availability under our $650.0 million five-year senior secured revolving credit facility (the “Revolver”) provided for under our Credit Agreement, as amended on June 24, 2022 (the “Amended Credit Agreement”) that we entered into with a syndicate of banks and Bank of America, National Association as administrative agent.
We have invested in developing specialized technology and IP, including proprietary systems, processes and methodologies, such as Korn Ferry Advance and Talent Hub, that we believe provide us a competitive advantage in serving our current clients and winning new engagements.
We have invested in developing specialized technology and IP, including proprietary systems, processes and methodologies, that we believe provide us a competitive advantage in serving our current clients and winning new engagements.
The billing rates of our consultants that we are able to charge are also affected by a number of factors, including: our clients’ perception of our ability to add value through our services; the market demand for the services we provide, which may vary globally or within particular industries that we serve; an increase in the number of clients in the government sector in the industries we serve; the introduction of new services by us or our competitors; our competition and the pricing policies of our competitors; and current economic conditions.
The billing rates of our consultants that we are able to charge are also affected by a number of factors, including: our clients’ perception of our ability to add value through our services; the market demand for the services we provide, which may vary globally or within particular industries that we serve; an increase in the number of clients in the government sector in the industries we serve; the introduction of new services by us or our competitors; our competition and the pricing policies of our competitors; and current economic conditions. 15 If we are unable to achieve and maintain adequate overall utilization, as well as maintain or increase the billing rates for our consultants, our financial results could materially suffer.
For example, in the past we have experienced cyber security incidents resulting from unauthorized access to our systems, which to date have not had a material impact on our business or results of operations; however, there is no assurance that such impacts will not be material in the future. We expect cybersecurity incidents to continue to occur in the future.
We have experienced and may again in the future experience cybersecurity incidents resulting from unauthorized access to our systems, which to date have not had a material impact on our business or results of operations; however, there is no assurance that such impacts will not be material in the future.
New privacy laws in Colorado will take effect in calendar year 2023, and we expect that other states will continue to adopt legislation in this area. 18 As these laws continue to evolve, we may be required to make changes to our services, solutions and/or products so as to enable the Company and/or our clients to meet the new legal requirements, including by taking on more onerous obligations in our contracts, limiting our storage, transfer and processing of data and, in some cases, limiting our service and/or solution offerings in certain locations.
As these laws continue to evolve, we may be required to make changes to our services, solutions and/or products so as to enable the Company and/or our clients to meet the new legal requirements, including by taking on more onerous obligations in our contracts, limiting our storage, transfer and processing of data and, in some cases, limiting our service and/or solution offerings in certain locations.
Any client who is dissatisfied with our services can adversely affect our ability to secure new engagements. If any factor, including poor performance or negative publicity, whether or not true, hurts our reputation, we may experience difficulties in competing successfully for both new engagements and qualified consultants, which could seriously harm our business.
If any factor, including poor performance or negative publicity, whether or not true, hurts our reputation, we may experience difficulties in competing successfully for both new engagements and qualified consultants, which could seriously harm our business.
We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.
The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.
The continued occurrence of high-profile data breaches against various entities and organizations provides evidence of an external environment that is increasingly hostile to information security.
We expect cybersecurity incidents to continue to occur in the future. 19 The continued occurrence of high-profile data breaches against various entities and organizations provides evidence of an external environment that is increasingly hostile to information security.
Digital products in the human resource market have been traditionally fragmented and a number of firms such as AON, Mercer, Willis Towers Watson, SHL, Fuel 50, SkillSoft, Criteria, Predictive Index, Prevue Hire and Textio offer competitive products. Competitors in the digital marketplace are a combination of large, well-capitalized firms and niche players who have received multiple rounds of private financing.
Digital products in the human resource market have been traditionally fragmented and a number of firms such as AON, Hogan, Mercer, Willis Towers Watson, KPMG, Eightfold, SHL and other boutique HR technology firms offer competitive products. Competitors in the digital marketplace are a combination of large, well-capitalized firms and niche players who have received multiple rounds of private financing.
Activist campaigns can create perceived uncertainties as to our future direction, strategy, or leadership and may result in the loss of potential business opportunities, harm our ability to attract new employees, investors, and customers, and cause our stock price to experience periods of volatility or stagnation.
Activist campaigns can create perceived uncertainties as to our future direction, strategy, or leadership and may result in the loss of potential business opportunities, harm our ability to attract new employees, investors, and customers, and cause our stock price to experience periods of volatility or stagnation. 24 We face various risks related to health epidemics, pandemics, and similar outbreaks that negatively impact our operations and financial performance and those of the clients we serve.
Interest rates fluctuate. As a result, interest rates on the Revolver or other variable rate debt offerings could be higher or lower than current levels.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. Interest rates fluctuate. As a result, interest rates on the Revolver or other variable rate debt offerings could be higher or lower than current levels.
Future changes in tax laws, treaties or regulations, and their interpretations or enforcement, may be unpredictable, particularly as taxing jurisdictions face an increasing number of political, budgetary and other fiscal challenges.
If these audits result in assessments different from estimated amounts recorded, future financial results may include unfavorable tax adjustments. 23 Future changes in tax laws, treaties or regulations, and their interpretations or enforcement, may be unpredictable, particularly as taxing jurisdictions face an increasing number of political, budgetary and other fiscal challenges.
Further, the restrictions in the indenture governing the Notes and the Amended Credit Agreement will not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined in such debt instruments.
Further, the restrictions in the indenture governing the Notes and the Amended Credit Agreement will not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined in such debt instruments. As of April 30, 2024, we had $645.5 million available to incur additional secured indebtedness under our Revolver.
Our business and financial results have been, and could be in the future, adversely affected by health epidemics, pandemics, and similar outbreaks. Pandemics can cause a global slowdown in economic activity, a decrease in demand for a broad variety of goods and services, disruptions in global supply chains, and significant volatility and disruption of financial markets.
Pandemics can cause a global slowdown in economic activity, a decrease in demand for a broad variety of goods and services, disruptions in global supply chains, and significant volatility and disruption of financial markets.
Our future success depends upon the continued service of our executive officers and other key management personnel. Competition for qualified personnel is intense, and we may compete with other companies that have greater financial and other resources than we do.
Competition for qualified personnel is intense, and we may compete with other companies that have greater financial and other resources than we do.
Competition for these consultants typically increases during periods of wage inflation, labor constraints, and/or low unemployment, such as the environment experienced in calendar year 2022, and can result in material increases to our costs and stock usage under authorized employee stock plans, among other impacts.
Competition for these consultants typically increases during periods of wage inflation, labor constraints, and/or low unemployment, and can result in material increases to our costs and stock usage under authorized employee stock plans, among other impacts. Attracting and retaining consultants in our industry is particularly important because, generally, a small number of consultants have primary responsibility for a client relationship.
Future events or changes in circumstances that result in an impairment of goodwill or other intangible assets would have a negative impact on our profitability and operating results. 19 An impairment in the carrying value of goodwill and other intangible assets could negatively impact our consolidated results of operations and net worth.
We review goodwill and intangible assets annually (or more frequently, if impairment indicators arise) for impairment. Future events or changes in circumstances that result in an impairment of goodwill or other intangible assets would have a negative impact on our profitability and operating results.
Goodwill valuations have been calculated using an income approach based on the present value of future cash flows of each reporting unit and a market approach. We could be required to evaluate the carrying value of goodwill prior to the annual assessment if we experience unexpected, significant declines in operating results or sustained market capitalization declines.
We could be required to evaluate the carrying value of goodwill prior to the annual assessment if we experience unexpected, significant declines in operating results or sustained market capitalization declines.
If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected. We have invested in specialized technology and other IP for which we may fail to fully recover our investment, or which may become obsolete.
If these third parties fail to perform their obligations or cease to work with us, including as a result damage or disruption from fire, power loss, system malfunctions, telecommunications failure, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events beyond our control, our ability to execute on our strategic initiatives could be adversely affected. 18 We have invested in specialized technology and other IP for which we may fail to fully recover our investment, or which may become obsolete.
In assessing the carrying value of goodwill, we make qualitative and quantitative assumptions and estimates about revenues, operating margins, growth rates and discount rates based on our business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors.
While goodwill is not amortized, it is reviewed for impairment at least annually or more frequently, if impairment indicators are present. In assessing the carrying value of goodwill, we make qualitative and quantitative assumptions and estimates about revenues, operating margins, growth rates and discount rates based on our business plans, economic projections, anticipated future cash flows and marketplace data.
If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. 16 A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.
A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.
Our business and operations are impacted by developing laws and regulations, as well as evolving investor and customer expectations with regard to, corporate responsibility matters and reporting, which expose us to numerous risks.
Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging, impossible or financially prohibitive. 14 Our business and operations are impacted by developing laws and regulations, as well as evolving investor and customer expectations with regard to, corporate responsibility matters and reporting, which expose us to numerous risks.
These provisions could discourage an acquisition attempt or other transaction in which stockholders could receive a premium over the current market price for the common stock. 21 General Risk Factors Failing to retain our executive officers and key personnel or integrate new members of our senior management who are critical to our business may prevent us from successfully managing our business in the future.
General Risk Factors Failing to retain our executive officers and key personnel or integrate new members of our senior management who are critical to our business may prevent us from successfully managing our business in the future. Our future success depends upon the continued service of our executive officers and other key management personnel.
If this occurs, we would be in default under our Revolver, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. Risks Related to Technology, Cybersecurity and Intellectual Property Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate.
If this occurs, we would be in default under our Revolver, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. Risks Related to Technology, Cybersecurity and Intellectual Property Use of AI may result in operational challenges, legal liability, reputational concerns and privacy concerns and competitive risks.
We depend on our overall reputation and brand name recognition to secure new engagements and to hire qualified professionals. Our success also depends on the individual reputations of our professionals. We obtain a majority of our new engagements from existing clients or from referrals by those clients.
Our success also depends on the individual reputations of our professionals. We obtain a majority of our new engagements from existing clients or from referrals by those clients. Any client who is dissatisfied with our services can adversely affect our ability to secure new engagements.
We report on our aspirations, targets, and initiatives related to corporate responsibility matters (both directly and in response to third-party inquiries).
We report on our aspirations, targets, and initiatives related to corporate responsibility matters (both directly and in response to third-party inquiries), including our Scope 1 and 2 emissions reduction goal for 2025 and our recently submitted goal to the Science-Based Target initiative.
The amount of our income taxes and other taxes are subject to audits by U.S. federal, state and local tax authorities and by non-U.S. authorities. If these audits result in assessments different from estimated amounts recorded, future financial results may include unfavorable tax adjustments.
The amount of our income taxes and other taxes are subject to audits by U.S. federal, state and local tax authorities and by non-U.S. authorities.
We and our subsidiaries are subject to covenants, representations and warranties in respect of the Revolver, including financial covenants as defined in the Amended Credit Agreement. See “Note 11 –Long-Term Debt ” of our notes to our consolidated financial statements included in this Annual Report on Form 10-K.
We and our subsidiaries are subject to covenants, representations and warranties in respect of the Revolver, including financial covenants as defined in the Amended Credit Agreement.
Perceptions that we do not adequately protect the privacy of information could inhibit attaining new engagements, qualified consultants and could potentially damage currently existing client relationships.
Perceptions that we do not adequately protect the privacy of information could inhibit attaining new engagements, qualified consultants and could potentially damage currently existing client relationships. Further, unauthorized use or misuse of AI by the Company's employees, vendors or others may result in disclosure of confidential company and customer data, reputational harm, privacy law violations and legal liability.
As a result of these restrictions, we are limited as to how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants.
See “Note 11 –Long-Term Debt ” of our notes to our consolidated financial statements included in this Annual Report on Form 10-K. 17 As a result of these restrictions, we are limited as to how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities.
In fiscal 2023, our top six consultants (Executive Search and Consulting) generated business equal to approximately 2% of our total fee revenues. Furthermore, our top ten consultants (Executive Search and Consulting) generated business equal to approximately 6% of our total fee revenues.
Because client responsibility is so concentrated, the loss of key consultants may lead to the loss of client relationships. In fiscal 2024, our top six consultants generated business equal to approximately 2% of our total fee revenues. Furthermore, our top ten consultants generated business equal to approximately 3% of our total fee revenues.
In addition, risks associated with our recent reduction in headcount may be exacerbated if we are unable to retain qualified personnel. We are highly dependent on the continued services of our small team of executives. We are dependent upon the efforts and services of our relatively small executive team.
In addition, risks associated with our recent reduction in headcount may be exacerbated if we are unable to retain qualified personnel. Failing to maintain our professional reputation and the goodwill associated with our brand name could seriously harm our business. We depend on our overall reputation and brand name recognition to secure new engagements and to hire qualified professionals.
Goodwill is initially recorded as the excess of amounts paid over the fair value of net assets acquired. While goodwill is not amortized, it is reviewed for impairment at least annually or more frequently, if impairment indicators are present.
An impairment in the carrying value of goodwill and other intangible assets could negatively impact our consolidated results of operations and net worth. Goodwill is initially recorded as the excess of amounts paid over the fair value of net assets acquired.
Removed
Attracting and retaining consultants in our industry is particularly important because, generally, a small number of consultants have primary responsibility for a client relationship. Because client responsibility is so concentrated, the loss of key consultants may lead to the loss of client relationships.
Added
As we incorporate AI and machine learning into our business there are uncertainties in the legal regulatory regime relating to AI that may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Several jurisdictions around the globe, including Europe and certain U.S.
Removed
The loss for any reason, including retirement of any one of our key executives, could have an adverse effect on our operations and our plans for executive succession may not sufficiently mitigate such losses. Failing to maintain our professional reputation and the goodwill associated with our brand name could seriously harm our business.
Added
States, have already proposed or enacted laws governing AI. For example, European regulators have proposed stringent AI regulations and laws, and the Company expects other jurisdictions will adopt similar legislation.
Removed
If we are unable to achieve and maintain adequate overall utilization, as well as maintain or increase the billing rates for our consultants, our financial results could materially suffer. In addition, our consultants oftentimes perform services at the physical locations of our clients.
Added
If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected.
Removed
As of April 30, 2023, we had $645.4 million of availability to incur additional secured indebtedness under our Revolver and $500 million of availability to incur additional secured indebtedness under our Delayed Draw Facility that expired on June 24, 2023. Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
Added
Our business uses and intends to further rely on AI technology, which introduces certain risks including dependency on accurate AI performance, potential data privacy and security breaches, challenges in regulatory compliance, ethical considerations, potential workforce disruption, the risk of intellectual property infringement, and emerging technology risks.
Removed
We review goodwill and intangible assets annually (or more frequently, if impairment indicators arise) for impairment.
Added
While we have established policies governing the use of AI technology, and we safeguard our assets, including intellectual property and sensitive information, we cannot ensure that our employees, contractors or other agents would adhere to those policies. Failure to address these risks adequately may negatively impact our operations, reputation and financial performance.
Removed
We periodically evaluate our estimates and assumptions, including those relating to revenue recognition, restructuring, deferred compensation, goodwill and other intangible assets, contingent consideration, annual performance-related bonuses, allowance for doubtful accounts, share-based payments and deferred income taxes.
Added
Additionally, other unforeseen risks stemming from our use and development of AI tools and technology may arise in the future that could adversely affect our business, financial condition and results of operations. Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of April 30, 2023, we leased an aggregate of approximately 1.1 million square feet of office space. The leases generally have remaining terms of 1 to 9 years and contain customary terms and conditions.
Biggest changeAs of April 30, 2024, we leased an aggregate of approximately 0.9 million square feet of office space. The leases generally have remaining terms of 1 to 13 years and contain customary terms and conditions.
We 23 believe that our facilities are adequate for our current needs, and we do not anticipate any significant difficulty replacing such facilities or locating additional facilities to accommodate any future growth.
We believe that our facilities are adequate for our current needs, and we do not anticipate any significant difficulty replacing such facilities or locating additional facilities to accommodate any future growth.
Item 2. Properties Our corporate office is in Los Angeles, California. We lease our corporate office as well as an additional 107 offices through which we conduct business that are located in North America, EMEA, Asia Pacific and Latin America, all of which are used by all of our business segments.
Item 2. Properties Our corporate office is in Los Angeles, California. We lease our corporate office as well as an additional 102 offices through which we conduct business that are located in North America, EMEA, Asia Pacific and Latin America, all of which are used by all of our business segments.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

6 edited+3 added−3 removed10 unchanged
Biggest changeRozek 62 Executive Vice President, Chief Financial Officer and Chief Corporate Officer Mark Arian 62 Chief Executive Officer, Consulting Byrne Mulrooney 62 Chief Executive Officer, RPO & Digital Michael Distefano 53 Chief Executive Officer, Professional Search & Interim Our executive officers serve at the discretion of our Board of Directors.
Biggest changeRozek 63 Executive Vice President, Chief Financial Officer and Chief Corporate Officer Mark Arian 63 Chief Executive Officer, Consulting Michael Distefano 54 Chief Executive Officer, Professional Search & Interim Jeanne MacDonald 55 Chief Executive Officer, RPO Our executive officers serve at the discretion of our Board of Directors. There is no family relationship between any executive officer or director.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers Name Age as of April 30, 2023 Position Gary D. Burnison 62 President and Chief Executive Officer Robert P.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers Name Age as of April 30, 2024 Position Gary D. Burnison 63 President and Chief Executive Officer Robert P.
There is no family relationship between any executive officer or director. The following information sets forth the business experience for at least the past five years for each of our executive officers. Gary D. Burnison has been President and Chief Executive Officer of the Company since July 2007.
The following information sets forth the business experience for at least the past five years for each of our executive officers. Gary D. Burnison has been President and Chief Executive Officer of the Company since July 2007.
Arian has also held various leadership positions at Towers Perrin (now Wills Towers Watson) including serving as the Global M&A and Global Change Management leader, and Hewitt Associates, where Mr. Arian built and led the Corporate Restructuring and Change Practice. Mr. Arian is a graduate of Duke University and holds a juris doctorate from Columbia University.
Arian has also held various leadership positions at Towers Perrin (now Wills Towers Watson) including serving as the Global M&A and Global Change Management leader, and Hewitt Associates, where Mr. Arian built and led the Corporate Restructuring and Change Practice. Mr.
Kellogg Graduate School of Management. 24 Michael Distefano has been the Chief Executive Officer of Professional Search & Interim and President of Search Innovation and Delivery Team since December 2020. Mr.
Arian is a graduate of Duke University and holds a juris doctorate from Columbia University. 27 Michael Distefano has been the Chief Executive Officer of Professional Search & Interim and President of Search Innovation and Delivery Team since December 2020. Mr.
Distefano held leadership positions at GetSmart.com and Benefits Consulting, Inc. Mr. Distefano is a graduate of Bloomsburg University of Pennsylvania. 25 PART II.
Distefano held leadership positions at GetSmart.com and Benefits Consulting, Inc. Mr. Distefano is a graduate of Bloomsburg University of Pennsylvania. Jeanne MacDonald has been the Chief Executive Officer of RPO since July 2023. Ms.
Removed
Byrne Mulrooney joined the Company in April 2010 as Chief Executive Officer of RPO & Professional Search and in March 2017 also became the Chief Executive Officer of Digital. He is now the Chief Executive Officer of RPO and Digital.
Added
MacDonald joined the Company in 1998 and worked in a variety of roles at Korn Ferry including Senior Recruiter, Business Development Director for North America RPO prior to moving into various leadership positions with the Company, including General Manager of North America RPO, Chief Sales Officer, Global Operating Executive and President of Global RPO, a role she held from 2021 to 2023, prior to her appointment as Chief Executive Officer of RPO, where she was responsible for oversight of Korn Ferry's RPO businesses.
Removed
Prior to joining Korn Ferry, he was President and Chief Operating Officer of Flynn Transportation Services, a third-party logistics company, from 2007 to 2010. Prior to that, he led Spherion’s workforce solutions business in North America, which provides workforce solutions in professional services and general staffing, including recruitment process outsourcing and managed services, from 2003 to 2007. Mr.
Added
Prior to Korn Ferry, Ms. MacDonald began her career in 1990 working in the Supply Chain industry for what is now, UPS Supply Chain Solutions. She then worked for American Telephone & Telegraph (AT&T) working in both Marketing and Sales leadership roles for voice, data and Web-related services. Ms.
Removed
Mulrooney held executive positions for almost 20 years at EDS and IBM in client services, sales, marketing and operations. Mr. Mulrooney is a graduate of Villanova University in Pennsylvania. He holds a master’s degree in management from Northwestern University’s J.L.
Added
MacDonald holds a bachelor's degree with majors in both International Relations and French from the University of Virginia. 28 PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table summarizes common stock repurchased by us during the fourth quarter of fiscal 2023: Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly- Announced Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Programs (2) February 1, 2023 - February 28, 2023 95,000 $ 56.35 95,000 $243.3 million March 1, 2023 - March 31, 2023 76,699 $ 53.09 75,000 $239.3 million April 1, 2023 - April 30, 2023 85,000 $ 48.12 85,000 $235.2 million Total 256,699 $ 52.65 255,000 _______________________________ (1) Represents withholding of 1,699 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.
Biggest changeIssuer Purchases of Equity Securities The following table summarizes common stock repurchased by us during the fourth quarter of fiscal 2024: Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly- Announced Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Programs (2) February 1, 2024 - February 29, 2024 150,000 $ 60.51 150,000 $196.5 million March 1, 2024 - March 31, 2024 106,911 $ 65.26 105,000 $189.7 million April 1, 2024 - April 30, 2024 110,000 $ 63.11 110,000 $182.7 million Total 366,911 $ 62.67 365,000 _______________________________ (1) Represents withholding of 1,911 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.
Next, the Company’s capital allocation approach contemplates the return of a 26 portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below under “Dividends” and in more detail in the “Risk Factors” section of this Annual Report on Form 10-K.
Next, the Company’s capital allocation approach contemplates the return of a 29 portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below under “Dividends” and in more detail in the “Risk Factors” section of this Annual Report on Form 10-K.
The returns of each company have been weighted according to their respective stock market capitalization at the beginning of each measurement period for purposes of arriving at a peer group average. The stock price performance depicted in this graph is not necessarily indicative of future price performance.
The returns of each company have been weighted according to their respective stock market capitalization at the beginning of each measurement period for the purpose of arriving at a peer group average. The stock price performance depicted in this graph is not necessarily indicative of future price performance.
Cumulative total return for each of the periods shown in the performance graph is measured assuming an initial investment of $100 on April 30, 2018 and the reinvestment of any dividends paid by the Company and any company in the peer group on the date the dividends were paid.
Cumulative total return for each of the periods shown in the performance graph is measured assuming an initial investment of $100 on April 30, 2019 and the reinvestment of any dividends paid by the Company and any company in the peer group on the date the dividends were paid.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (*) Among Korn Ferry, the S&P 500 Index, and a Peer Group Copyright© 2023 Standard & Poor's, a division of S&P Global. All rights reserved. _______________________________ (*) $100 invested on April 30, 2018 in stock or index, including reinvestment of dividends. Fiscal year ended April 30, 2023.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (*) Among Korn Ferry, the S&P 500 Index, and a Peer Group Copyright© 2024 Standard & Poor's, a division of S&P Global. All rights reserved. _______________________________ (*) $100 invested on April 30, 2019 in stock or index, including reinvestment of dividends. Fiscal year ended April 30, 2024.
Common stock may be repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion subject to market conditions and other factors. The Company repurchased approximately $93.9 million, $98.8 million and $30.4 million of the Company’s common stock during fiscal 2023, 2022 and 2021, respectively.
Common stock may be repurchased from time to time in the open market or privately negotiated transactions at the Company’s discretion subject to market conditions and other factors. The Company repurchased approximately $52.5 million, $93.9 million and $98.8 million of the Company’s common stock during fiscal 2024, 2023 and 2022, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is listed on the New York Stock Exchange under the symbol KFY. On June 22, 2023, there were approximately 38,078 stockholders of record of the Company’s common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is listed on the New York Stock Exchange under the symbol KFY. On June 20, 2024, there were approximately 39,591 stockholders of record of the Company’s common stock.
We repurchased approximately $13.4 million of the Company's common stock under the program during the fourth quarter of fiscal 2023.
We repurchased approximately $22.9 million of the Company's common stock under the program during the fourth quarter of fiscal 2024.
Added
On December 5, 2023, the Board of Directors approved an increase of 83% in the quarterly dividend, which increased the quarterly dividend to $0.33 per share. On June 12, 2024, the Board of Directors approved an increase in our quarterly dividend, which increased the quarterly dividend to $0.37 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

143 edited+29 added−166 removed49 unchanged
Biggest changeThese figures are non-GAAP financial measures and are presented as they are consistent with the Company’s lines of business and are financial metrics used by the Company’s investor base. 33 Year Ended April 30, 2023 2022 2021 Consolidated (in thousands) Fee revenue $ 2,835,408 $ 2,626,718 $ 1,810,047 Total revenue $ 2,863,836 $ 2,643,455 $ 1,819,946 Net income attributable to Korn Ferry $ 209,529 $ 326,360 $ 114,454 Net income attributable to noncontrolling interest 3,525 4,485 1,108 Other (income) loss, net (5,261) 11,880 (37,194) Interest expense, net 25,864 25,293 29,278 Income tax provision 82,683 102,056 48,138 Operating income 316,340 470,074 155,784 Depreciation and amortization 68,335 63,521 61,845 Other income (loss), net 5,261 (11,880) 37,194 Integration/acquisition costs 14,922 7,906 737 Impairment of fixed assets 4,375 1,915 — Impairment of right of use assets 5,471 7,392 — Restructuring charges, net 42,573 — 30,732 Adjusted EBITDA $ 457,277 $ 538,928 $ 286,292 Adjusted EBITDA margin 16.1 % 20.5 % 15.8 % Year Ended April 30, 2023 Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin (dollars in thousands) Consulting $ 677,001 $ 686,979 $ 108,502 16.0 % Digital 354,651 354,967 97,458 27.5 % Executive Search: North America 562,139 568,212 140,850 25.1 % EMEA 187,014 188,114 31,380 16.8 % Asia Pacific 95,598 95,956 24,222 25.3 % Latin America 31,047 31,054 9,370 30.2 % Total Executive Search 875,798 883,336 205,822 23.5 % Professional Search & Interim 503,395 507,058 110,879 22.0 % RPO 424,563 431,496 52,588 12.4 % Corporate — — (117,972) Consolidated $ 2,835,408 $ 2,863,836 $ 457,277 16.1 % 34 Year Ended April 30, 2022 Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin (dollars in thousands) Consulting $ 650,204 $ 654,199 $ 116,108 17.9 % Digital 349,025 349,437 110,050 31.5 % Executive Search: North America 605,704 609,258 181,615 30.0 % EMEA 182,192 182,866 31,804 17.5 % Asia Pacific 118,596 118,705 35,105 29.6 % Latin America 29,069 29,079 9,089 31.3 % Total Executive Search 935,561 939,908 257,613 27.5 % Professional Search & Interim 297,096 297,974 106,015 35.7 % RPO 394,832 401,937 59,126 15.0 % Corporate — — (109,984) Consolidated $ 2,626,718 $ 2,643,455 $ 538,928 20.5 % Year Ended April 30, 2021 Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin (dollars in thousands) Consulting $ 515,844 $ 517,046 $ 81,522 15.8 % Digital 287,306 287,780 86,095 30.0 % Executive Search: North America 397,275 399,104 98,099 24.7 % EMEA 138,954 139,213 11,742 8.5 % Asia Pacific 83,306 83,463 16,676 20.0 % Latin America 17,500 17,500 1,289 7.4 % Total Executive Search 637,035 639,280 127,806 20.1 % Professional Search & Interim 130,831 131,080 36,934 28.2 % RPO 239,031 244,760 32,477 13.6 % Corporate — — (78,542) Consolidated $ 1,810,047 $ 1,819,946 $ 286,292 15.8 % Fiscal 2023 Compared to Fiscal 2022 Fee Revenue Fee Revenue.
Biggest changeYear Ended April 30, 2024 2023 2022 Consolidated (in thousands) Fee revenue $ 2,762,671 $ 2,835,408 $ 2,626,718 Total revenue $ 2,795,505 $ 2,863,836 $ 2,643,455 Net income attributable to Korn Ferry $ 169,154 $ 209,529 $ 326,360 Net income attributable to noncontrolling interest 3,407 3,525 4,485 Other (income) loss, net (30,681) (5,261) 11,880 Interest expense, net 20,968 25,864 25,293 Income tax provision 50,081 82,683 102,056 Operating income 212,929 316,340 470,074 Depreciation and amortization 77,966 68,335 63,521 Other income (loss), net 30,681 5,261 (11,880) Integration/acquisition costs 14,866 14,922 7,906 Impairment of fixed assets 1,575 4,375 1,915 Impairment of right of use assets 1,629 5,471 7,392 Restructuring charges, net 68,558 42,573 — Adjusted EBITDA $ 408,204 $ 457,277 $ 538,928 Adjusted EBITDA margin 14.8 % 16.1 % 20.5 % 36 Year Ended April 30, 2024 Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin (dollars in thousands) Consulting $ 695,007 $ 706,805 $ 114,260 16.4 % Digital 366,699 366,924 108,669 29.6 % Executive Search: North America 506,927 513,545 120,710 23.8 % EMEA 184,516 185,552 25,902 14.0 % Asia Pacific 85,863 86,273 18,923 22.0 % Latin America 28,937 28,956 5,571 19.3 % Total Executive Search 806,243 814,326 171,106 21.2 % Professional Search & Interim 540,615 544,453 101,868 18.8 % RPO 354,107 362,997 40,399 11.4 % Corporate — — (128,098) Consolidated $ 2,762,671 $ 2,795,505 $ 408,204 14.8 % Year Ended April 30, 2023 Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin (dollars in thousands) Consulting $ 677,001 $ 686,979 $ 108,502 16.0 % Digital 354,651 354,967 97,458 27.5 % Executive Search: North America 562,139 568,212 140,850 25.1 % EMEA 187,014 188,114 31,380 16.8 % Asia Pacific 95,598 95,956 24,222 25.3 % Latin America 31,047 31,054 9,370 30.2 % Total Executive Search 875,798 883,336 205,822 23.5 % Professional Search & Interim 503,395 507,058 110,879 22.0 % RPO 424,563 431,496 52,588 12.4 % Corporate — — (117,972) Consolidated $ 2,835,408 $ 2,863,836 $ 457,277 16.1 % 37 Year Ended April 30, 2022 Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin (dollars in thousands) Consulting $ 650,204 $ 654,199 $ 116,108 17.9 % Digital 349,025 349,437 110,050 31.5 % Executive Search: North America 605,704 609,258 181,615 30.0 % EMEA 182,192 182,866 31,804 17.5 % Asia Pacific 118,596 118,705 35,105 29.6 % Latin America 29,069 29,079 9,089 31.3 % Total Executive Search 935,561 939,908 257,613 27.5 % Professional Search & Interim 297,096 297,974 106,015 35.7 % RPO 394,832 401,937 59,126 15.0 % Corporate — — (109,984) Consolidated $ 2,626,718 $ 2,643,455 $ 538,928 20.5 % Our Annual Report on Form 10-K for the year ended April 30, 2023 includes a discussion and analysis of our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 in Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Fiscal 2024 Compared to Fiscal 2023 Fee Revenue Fee Revenue.
The Amended Credit Agreement provides for five-year senior secured credit facilities in an aggregate amount of $1,150 million comprised of a $650.0 million revolving credit facility (the "Revolver") and a $500 million delayed draw term loan facility with the delayed draw having an expiration date of June 23, 2023 (the "Delayed Draw Facility", and together with the Revolver, the "Credit Facilities").
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 with the delayed draw having an expiration date of June 23, 2023 (the "Delayed Draw Facility", and together with the Revolver, the "Credit Facilities").
Executive Summary Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our,” and “us”) is a global organizational consulting firm. We help clients synchronize strategy, operations and talent to drive superior business performance. We work with organizations to design their structures, roles and responsibilities.
Executive Summary Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our,” and “us”) is a leading global organizational consulting firm. We help clients synchronize strategy, operations and talent to drive superior business performance. We work with organizations to design their structures, roles and responsibilities.
Furthermore, our Notes allow us to pay $25 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as our consolidated total leverage ratio is not greater than 3.50 to 1.00, and there is no default under the indenture governing the Notes.
Furthermore, our Notes allow us to pay $25.0 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as our consolidated total leverage ratio is not greater than 3.50 to 1.00, and there is no default under the indenture governing the Notes.
In preparing our consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our 30 consolidated financial statements. We consider the policies discussed below as critical to an understanding of our consolidated financial statements because their application places the most significant demands on management’s judgment and estimates.
In preparing our consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our consolidated financial statements. We consider the policies discussed below as critical to an understanding of our consolidated financial statements because their application places the most significant demands on management’s judgment and estimates.
On December 16, 2019, we completed a private placement of the Notes with a $400 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
On December 16, 2019, we completed a private placement of the Notes with a $400.0 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
Any decision to continue to execute our currently outstanding share repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors. Our primarily source of liquidity is the fee revenue generated from our operations, supplemented by our borrowing capacity under our Amended Credit Agreement.
Any decision to continue to execute our currently outstanding share repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors. Our primary source of liquidity is the fee revenue generated from our operations, supplemented by our borrowing capacity under our Amended Credit Agreement.
The standby letters of credits were generally issued as a result of entering into office premise leases. On December 8, 2014, the Board of Directors adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend.
The standby letters of credit were generally issued as a result of entering into office premise leases. On December 8, 2014, the Board of Directors adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend.
The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to, those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, 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, maintaining our 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 governmental 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 and develop new technology, 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, including Infinity Consulting Solutions ("ICS") and Salo LLC ("Salo"), resulting organizational changes, our indebtedness, the ultimate magnitude and duration of any future pandemics or similar outbreaks, and related restrictions and operational requirements that apply to our business and the businesses of our clients, and any related negative impacts on our business, employees, customers and our ability to provide services in affected regions, and the matters disclosed under the heading “Risk Factors” in the Company’s Exchange Act reports, including Item 1A included in this Annual Report on Form 10-K.
The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to, those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, 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, maintaining our 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 governmental 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, cybersecurity 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 and develop new technology, including artificial intelligence ("AI"), 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, the ultimate magnitude and duration of any future pandemics or similar outbreaks, and related restrictions and operational requirements that apply to our business and the businesses of our clients, and any related negative impacts on our business, employees, customers and our ability to provide services in affected regions, and the matters disclosed under the heading “Risk Factors” in the Company’s Exchange Act reports, including Item 1A included in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities. 47 Contractual Obligations Contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent liabilities for which we cannot reasonably predict future payment.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities. 44 Contractual Obligations Contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent liabilities for which we cannot reasonably predict future payment.
Revenue is recognized as services are delivered and we have a legally enforceable right to payment. Revenue also comes from the sale of our proprietary IP subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract.
Revenue is recognized as services are delivered and we have a legally enforceable right to payment. Revenue also comes from the sale of our product subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract.
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. We are pursuing a strategy to help Korn Ferry focus on clients and collaborate intensively across the organization.
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. We are pursuing a strategy to help Korn Ferry increase its focus on clients and collaborate intensively across the organization.
Total death benefits payable, net of loans under COLI contracts, were $444.1 million and $449.3 million at April 30, 2023 and 2022, respectively. Other than the factors discussed in this section, we are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources as of April 30, 2023.
Total death benefits payable, net of loans under COLI contracts, were $447.3 million and $444.1 million at April 30, 2024 and 2023, respectively. Other than the factors discussed in this section, we are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources as of April 30, 2024.
We believe, based on current economic conditions, that our cash on hand and funds from operations and the Amended Credit Agreement will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, debt repayments, share repurchases and dividend payments under our dividend policy during the next 12 months.
We believe, based on current economic conditions, that our cash on hand and funds from operations and the Amended Credit Agreement will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, debt repayments, share repurchases and dividend payments under our dividend policy during the next 12 months and thereafter for the foreseeable future.
The decrease in Adjusted EBITDA was primarily driven by lower fee revenue in the segment, partially offset by decreases in the compensation and benefits expense and general and administrative expenses in fiscal 2023 compared to fiscal 2022. Executive Search Asia Pacific Adjusted EBITDA, as a percentage of fee revenue, was 25% in fiscal 2023 compared to 30% in fiscal 2022.
The decrease in Adjusted EBITDA was primarily driven by lower fee revenue in the segment, partially offset by decreases in compensation and benefits expense and general and administrative expenses in fiscal 2024 compared to fiscal 2023. Executive Search Asia Pacific Adjusted EBITDA, as a percentage of fee revenue, was 22% in fiscal 2024 compared to 25% in fiscal 2023.
Depending on the timing of billings and services rendered, we accrue or defer revenue as appropriate. Digital revenue is generated from IP platforms enabling large-scale, technology-based talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement.
Depending on the timing of billings and services rendered, we accrue or defer revenue as appropriate. Digital fee revenue is generated from IP based software products enabling large-scale talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement.
Interest Expense, Net Interest expense, net primarily relates to our Notes issued in December 2019, borrowings under our COLI policies and interest cost related to our deferred compensation plans, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was $25.9 million in fiscal 2023 compared to $25.3 million in fiscal 2022.
Interest Expense, Net Interest expense, net primarily relates to our Notes issued in December 2019, borrowings under our COLI policies and interest cost related to our deferred compensation plans, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was $21.0 million in fiscal 2024 compared to $25.9 million in fiscal 2023.
Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At April 30, 2023 and 2022, the net cash value of these policies was $198.0 million and $183.3 million, respectively.
Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At April 30, 2024 and 2023, the net cash value of these policies was $219.0 million and $198.0 million, respectively.
As of April 30, 2023 and 2022, we held $395.2 million and $416.7 million, respectively of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay accrued bonuses. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less.
As of April 30, 2024 and 2023, we held $393.8 million and $395.2 million, respectively of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay accrued bonuses. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less.
As of April 30, 2023 , the fair value of the Notes was $381.5 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.
As of April 30, 2024 , the fair value of the Notes was $380.5 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.
Highlights of our performance in fiscal 2023 include: ▪ Approximately 78% of the executive searches we performed in fiscal 2023 were for board level, chief executive and other senior executive and general management positions.
Highlights of our performance in fiscal 2024 include: ▪ Approximately 80% of the executive searches we performed in fiscal 2024 were for board level, chief executive and other senior executive and general management positions.
(2) Assumes COLI loans remain outstanding until receipt of death benefits on COLI policies and applies current interest rates on COLI loans ranging from 4.76% to 8.00% with total death benefits payable, net of loans under COLI contracts of $444.1 million at April 30, 2023.
(2) Assumes COLI loans remain outstanding until receipt of death benefits on COLI policies and applies current interest rates on COLI loans ranging from 4.76% to 8.00% with total death benefits payable, net of loans under COLI contracts of $447.3 million at April 30, 2024.
The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed. Annual Performance-Related Bonuses .
The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed. Carrying Values .
To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairments charges). For fiscal 2023, Adjusted EBITDA excluded $42.6 million of restructuring charges, net, $14.9 million of integration/acquisition costs, $5.5 million impairment of right-of-use assets and $4.4 million impairment of fixed assets.
To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairments charges). For fiscal 2024, Adjusted EBITDA excluded $68.6 million of restructuring charges, net, $14.9 million of integration/acquisition costs, $1.6 million impairment of right-of-use assets and $1.6 million impairment of fixed assets.
Cash and cash equivalents and marketable securities were $1,067.9 million and $1,211.1 million as of April 30, 2023 and 2022, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and cash equivalents and marketable securities were $488.2 million and $605.4 million at April 30, 2023 and 2022, respectively.
Cash and cash equivalents and marketable securities were $1,195.4 million and $1,067.9 million as of April 30, 2024 and 2023, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and cash equivalents and marketable securities were $606.4 million and $488.2 million at April 30, 2024 and 2023, respectively.
Our approach to placing talent brings together research-based IP, proprietary assessments, and behavioral interviewing with our practical experience to determine the ideal organizational fit. Salary benchmarking then builds appropriate frameworks for compensation and retention.
Our approach to placing talent brings together our research-based IP, proprietary assessments and behavioral interviewing with our practical experience to determine the ideal organizational fit. Salary benchmarking then helps us build appropriate frameworks for compensation and attraction.
Accounting Developments Recently Proposed Accounting Standards - Not Yet Adopted In October 2021, the FASB issued an amendment in accounting for contract assets and contract liabilities from contracts with customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Accounting Standards Codification ("ASC 606"), Revenue from Contracts with Customers .
Accounting Developments Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standard Board issued an amendment in accounting for contract assets and contract liabilities from contracts with customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC 606, Revenue from Contracts with Customers.
The decrease in fee revenue was due to a 16% decrease in the number of engagements billed, partially offset by a 2% increase in the weighted-average fees billed per engagement (calculated using local currency) in fiscal 2023 compared to fiscal 2022.
The decrease in fee revenue was due to a 16% decrease in the number of engagements billed, partially offset by a 5% increase in the weighted-average fees billed per engagement (calculated using local currency) in fiscal 2024 compared to fiscal 2023. Professional Search & Interim.
The decrease in Adjusted EBITDA was mainly driven by increases in compensation and benefits expense and general and administrative expenses (excluding impairment charges), partially offset by higher fee revenue in the segment in fiscal 2023 compared to fiscal 2022. RPO Adjusted EBITDA, as a percentage of fee revenue, was 12% in fiscal 2023 compared to 15% in fiscal 2022.
The decrease in Adjusted EBITDA was mainly driven by lower fee revenue in the segment, partially offset by decreases in compensation and benefits expense and general and administrative expenses (excluding impairment charges) in fiscal 2024 compared to fiscal 2023. RPO Adjusted EBITDA, as a percentage of fee revenue, was 11% in fiscal 2024 compared to 12% in fiscal 2023.
The increase in Adjusted EBITDA was mainly driven by higher fee revenue, partially offset by increases in compensation and benefits expense (excluding integration/acquisition costs), cost of services expense and general and administrative expenses (excluding impairment charges and integration and acquisition costs).
The decrease in Adjusted EBITDA was mainly driven by higher cost of services expense, partially offset by higher fee revenue in the segment driven by the Acquired Companies and decreases in compensation and benefits expense (excluding integration/acquisition costs) and general and administrative expenses (excluding impairment charges and integration/acquisition costs).
Net income attributable to noncontrolling interest was $4.5 million and $1.1 million in fiscal 2022 and fiscal 2021, respectively. Liquidity and Capital Resources The Company and its Board of Directors endorse a balanced approach to capital allocation.
Net income attributable to noncontrolling interest was $3.4 million and $3.5 million in fiscal 2024 and fiscal 2023, respectively. 42 Liquidity and Capital Resources The Company and its Board of Directors endorse a balanced approach to capital allocation.
As of April 30, 2023 and 2022, marketable securities of $223.9 million and $233.0 million, respectively, included equity securities of $187.8 million (net of gross unrealized gains of $9.5 million and gross unrealized losses of $8.7 million) and $168.7 million (net of gross unrealized gains of $10.7 million and gross unrealized losses of $6.1 million), respectively, and were held in trust for settlement of our obligations under certain deferred compensation plans, of which $176.1 million and $158.7 million, respectively, are classified as non-current.
As of April 30, 2024 and 2023, marketable securities of $254.4 million and $223.9 million, respectively, included equity securities of $219.9 million (net of gross unrealized gains of $27.0 million and gross unrealized losses of $1.2 million) and $187.8 million (net of gross unrealized gains of $9.5 million and gross unrealized losses of $8.7 million), respectively, and were held in trust for settlement of our obligations under certain deferred compensation plans, of which $202.5 million and $176.1 million, respectively, are classified as non-current.
The increase in fee revenue was due to a 9% increase in the weighted-average fees billed per engagement (calculated using local currency), partially offset by a decrease of 2% in the number of engagements billed in fiscal 2023 compared to fiscal 2022.
The decrease in fee revenue was primarily due to a 7% decrease in the number of engagements billed, partially offset by a 2% increase in the weighted-average fees billed per engagement (calculated using local currency) in fiscal 2024 compared to fiscal 2023. Executive Search Asia Pacific.
For fiscal 2022, Adjusted EBITDA excluded $7.9 million of integration/acquisition costs, $7.4 million impairment of right-of-use assets and $1.9 million impairment of fixed assets. For fiscal 2021, Adjusted EBITDA excluded $30.7 million of restructuring charges, net and $0.7 million of integration/acquisition costs.
For fiscal 2023, Adjusted EBITDA excluded $42.6 million of restructuring charges, net, $14.9 million of integration/acquisition costs, $5.5 million impairment of right-of-use assets and $4.4 million impairment of fixed assets. For fiscal 2022, Adjusted EBITDA excluded $7.9 million of integration/acquisition costs, $7.4 million impairment of right-of-use assets and $1.9 million impairment of fixed assets.
Cost of Services Expense Cost of services expense consists of contractor and product costs related to the delivery of various services and products through Consulting, Digital, Professional Search & Interim and RPO. Cost of services expense was $238.5 million in fiscal 2023, an increase of $124.1 million, or 108%, compared to $114.4 million in fiscal 2022.
Cost of Services Expense Cost of services expense consists of contractor and product costs related to the delivery of various services and products through Consulting, Digital, Professional Search & Interim and RPO. Cost of services expense was $300.0 million in fiscal 2024, an increase of $61.5 million, or 26%, compared to $238.5 million in fiscal 2023.
Of the amount available under the Credit Facilities, the $500.0 million Delayed Draw Facility expired on June 24, 2023 and is no longer available as a source of liquidity. The Company had a total of $11.5 million and $10.0 million of standby letters with other financial institutions as of April 30, 2023 and 2022, respectively.
Of the amount available under the Credit Facilities as of April 30, 2023, $500.0 million was under the Delayed Draw Facility that expired on June 24, 2023. The Company had a total of $13.2 million and $11.5 million of standby letters with other financial institutions as of April 30, 2024 and 2023, respectively.
These marketable securities were held to satisfy vested obligations totaling $172.2 million and $160.8 million as of April 30, 2023 and 2022, respectively. Unvested obligations under the deferred compensation plans totaled $21.9 million and $24.0 million as of April 30, 2023 and 2022, respectively.
These marketable securities were held to satisfy vested obligations totaling $198.6 million and $172.2 million as of April 30, 2024 and 2023, respectively. Unvested obligations under the deferred compensation plans totaled $22.4 million and $21.9 million as of April 30, 2024 and 2023, respectively.
Executive Search Asia Pacific reported fee revenue of $95.6 million in fiscal 2023, a decrease of $23.0 million, or 19%, compared to $118.6 million in fiscal 2022. Exchange rates unfavorably impacted fee revenue by $7.9 million, or 7%, in fiscal 2023 compared to fiscal 2022.
Executive Search Asia Pacific reported fee revenue of $85.9 million in fiscal 2024, a decrease of $9.7 million, or 10%, compared to $95.6 million in fiscal 2023. Exchange rates unfavorably impacted fee revenue by $2.2 million, or 2%, in fiscal 2024 compared to fiscal 2023.
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 ("APAC"), and Executive Search Latin America). 4. Professional Search & Interim delivers enterprise talent acquisition solutions for professional level middle and upper management.
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 ("APAC"), and Executive Search Latin America). 4.
Executive Search EMEA compensation and benefits expense increased by $7.4 million, or 6%, to $140.5 million in fiscal 2023 compared to $133.1 million in fiscal 2022. Exchange rates favorably impacted compensation and benefits by $8.2 million, or 6%, in fiscal 2023 compared to fiscal 2022.
Executive Search EMEA compensation and benefits expense increased by $1.2 million, or 1%, to $141.7 million in fiscal 2024 compared to $140.5 million in fiscal 2023. Exchange rates unfavorably impacted compensation and benefits by $4.4 million, or 3%, in fiscal 2024 compared to fiscal 2023.
As of April 30, 2023 and 2022, we held contracts with gross cash surrender value (“CSV”) of $275.1 million and $263.2 million, respectively. Total outstanding borrowings against the CSV of COLI contracts were $77.1 million and $79.8 million as of April 30, 2023 and 2022, respectively.
As of April 30, 2024 and 2023, we held contracts with gross cash surrender value of $295.9 million and $275.1 million, respectively. Total outstanding borrowings against the CSV of COLI contracts were $77.0 million and $77.1 million as of April 30, 2024 and 2023, respectively.
Our Board of Directors may, however, amend, revoke or suspend our dividend policy at any time and for any reason. 46 On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of approximately $300 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $318 million.
On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of approximately $300 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $318.0 million.
Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 25% in fiscal 2023 compared to 30% in fiscal 2022. Executive Search EMEA Adjusted EBITDA decreased by $0.4 million, or 1%, to $31.4 million in fiscal 2023 compared to $31.8 million in fiscal 2022.
Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 24% in fiscal 2024 compared to 25% in fiscal 2023. Executive Search EMEA Adjusted EBITDA decreased by $5.5 million, or 18%, to $25.9 million in fiscal 2024 compared to $31.4 million in fiscal 2023.
The Company repurchased approximately $93.9 million and $98.8 million of the Company’s stock during fiscal 2023 and fiscal 2022, respectively. As of April 30, 2023, $235.2 million remained available for common stock repurchases under our share repurchase program.
The Company repurchased approximately $52.5 million and $93.9 million of the Company’s stock during fiscal 2024 and fiscal 2023, respectively. As of April 30, 2024, $182.7 million remained available for common 43 stock repurchases under our share repurchase program.
Differences between the assumptions used to prepare these valuations and actual results could materially impact the carrying amount of these assets and our operating results. Of the assets mentioned above, goodwill is the largest asset requiring a valuation.
Differences between the assumptions used to prepare these valuations and actual results could materially impact the carrying amount of these assets and our operating results.
The decrease in Adjusted EBITDA was primarily driven by lower fee revenue in the segment, coupled with increases in compensation and benefits expense and general and administrative expenses, 39 partially offset by an increase in other income (loss), net in fiscal 2023 compared to fiscal 2022.
The decrease in Adjusted EBITDA was driven by lower fee revenue in the segment and an increase in general and administrative expenses, partially offset by a decrease in compensation and benefits expense in fiscal 2024 compared to fiscal 2023.
Executive Search Latin America Adjusted EBITDA, as a percentage of fee revenue, was 30% in fiscal 2023 compared to 31% in fiscal 2022. Professional Search & Interim Adjusted EBITDA was $110.9 million in fiscal 2023, an increase of $4.9 million, or 5%, compared to $106.0 million in fiscal 2022.
Executive Search Latin America Adjusted EBITDA, as a percentage of fee revenue, was 19% in fiscal 2024 compared to 30% in fiscal 2023. Professional Search & Interim Adjusted EBITDA was $101.9 million in fiscal 2024, a decrease of $9.0 million, or 8%, compared to $110.9 million in fiscal 2023.
Cash used in financing activities was $152.2 million in fiscal 2023 compared to $137.4 million in fiscal 2022.
Cash used in financing activities was $116.3 million in fiscal 2024 compared to $152.2 million in fiscal 2023.
Our scalable solutions, built on science and powered by best-in-class technology and consulting expertise, enable us to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit. Professional Search & Interim and RPO were formerly referred to, and reported together, as Korn Ferry RPO & Professional Search (“RPO & Professional Search”).
Our scalable solutions, built on our IP, science, and data and powered by best-in-class technology and consulting expertise, enable us to act as a strategic partner in clients’ quest for superior recruitment outcomes and better candidate fit.
Professional Search & Interim reported fee revenue of $503.4 million in fiscal 2023, an increase of $206.3 million, or 69%, compared to $297.1 million in fiscal 2022. Exchange rates unfavorably impacted fee revenue by $7.4 million, or 2%, in fiscal 2023 compared to fiscal 2022.
Professional Search & Interim reported fee revenue of $540.6 million in fiscal 2024, an increase of $37.2 million, or 7%, compared to $503.4 million in fiscal 2023. Exchange rates favorably impacted fee revenue by $1.5 million in fiscal 2024 compared to fiscal 2023.
The decrease in Adjusted EBITDA was driven by an increase in compensation and benefits expense, partially offset by higher fee revenue in the segment and a decrease in general and administrative expenses (excluding impairment charges). Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 17% in both fiscal 2023 and fiscal 2022.
The decrease in Adjusted EBITDA was driven by lower fee revenue in the segment coupled with increases in compensation and benefits expense and general and administrative expenses (excluding impairment charges) in fiscal 2024 compared to fiscal 2023. Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 14% in fiscal 2024 compared to 17% in fiscal 2023.
Executive Search Asia Pacific compensation and benefits expense decreased by $10.4 million, or 14%, to $61.9 million in fiscal 2023 compared to $72.3 million in fiscal 2022. Exchange rates favorably impacted compensation and benefits by $4.3 million, or 6%, in fiscal 2023 compared to fiscal 2022.
Executive Search Asia Pacific compensation and benefits expense decreased by $3.1 million, or 5%, to $58.8 million in fiscal 2024 compared to $61.9 million in fiscal 2023. Exchange rates favorably impacted compensation and benefits by $1.1 million, or 2%, in fiscal 2024 compared to fiscal 2023.
Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our Amended Credit Agreement (defined below) and Notes, as well as using excess cash to repay the Notes. 45 On February 1, 2023, we completed the acquisition of Salo for $155.4 million, net of cash acquired.
Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our Amended Credit Agreement (defined below) and Notes, as well as using excess cash to repay the Notes.
The net decrease in our working capital of $113.3 million as of April 30, 2023 compared to April 30, 2022 is primarily attributable to decreases in cash and cash equivalents.
The net increase in our working capital of $77.2 million as of April 30, 2024 compared to April 30, 2023 is primarily attributable to an increase in cash and cash equivalents.
Our most significant assets for which management is required to prepare valuations are carrying value of receivables, goodwill, other intangible assets, share-based payments, leases and recoverability of deferred income taxes. Management must identify whether events have occurred that may impact the carrying value of these assets and make assumptions regarding future events, such as cash flows and profitability.
Valuations are required under GAAP to determine the carrying value of various assets. Goodwill is our most significant asset for which management is required to prepare a valuation. Management must identify whether events have occurred that may impact the carrying value of goodwill and make assumptions regarding future events, such as cash flows and profitability.
These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “will,” “likely,” “estimates,” “potential,” “continue” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals, including the timing and anticipated impacts of our restructuring plans and business strategy, are also forward-looking statements.
These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “will,” “likely,” “estimates,” “potential,” “continue” or other similar words or phrases.
The decrease in Adjusted EBITDA was driven by increases in compensation and benefits expense, general and administrative expenses (excluding impairment charges), and cost of services expense, partially offset by an increase in fee revenue in fiscal 2023 compared to fiscal 2022.
The increase in Adjusted EBITDA was mainly driven by an increase in fee revenue combined with a decrease in compensation and benefits expense, partially offset by an increase in cost of services expense in fiscal 2024 compared to fiscal 2023.
We help clients source high-quality candidates at speed and scale globally, covering single-hire to multi-hire permanent placements and interim contractors. 5. Recruitment Process Outsourcing ("RPO") offers scalable recruitment outsourcing solutions leveraging customized technology and talent insights.
We help 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 ("IT"), Finance & Accounting and HR roles). 5. Recruitment Process Outsourcing ("RPO") offers scalable recruitment outsourcing and project solutions leveraging a customized technology enabled service delivery platform and talent insights.
The following tables summarize the results of our operations: (Numbers may not total exactly due to rounding) Year Ended April 30, 2023 2022 2021 Dollars % Dollars % Dollars % (dollars in thousands) Fee revenue Consulting $ 677,001 23.9 % $ 650,204 24.8 % $ 515,844 28.5 % Digital 354,651 12.5 349,025 13.3 287,306 15.9 Executive Search: North America 562,139 19.8 605,704 23.1 397,275 21.9 EMEA 187,014 6.6 182,192 6.9 138,954 7.7 Asia Pacific 95,598 3.4 118,596 4.5 83,306 4.6 Latin America 31,047 1.1 29,069 1.1 17,500 1.0 Total Executive Search 875,798 30.9 935,561 35.6 637,035 35.2 Professional Search & Interim 503,395 17.7 297,096 11.3 130,831 7.2 RPO 424,563 15.0 394,832 15.0 239,031 13.2 Total fee revenue 2,835,408 100.0 % 2,626,718 100.0 % 1,810,047 100.0 % Reimbursed out-of-pocket engagement expense 28,428 16,737 9,899 Total revenue $ 2,863,836 $ 2,643,455 $ 1,819,946 In the tables that follow, the Company presents a subtotal for Executive Search Adjusted EBITDA and a single percentage for Executive Search Adjusted EBITDA margin, which reflects the aggregate of all of the individual Executive Search Regions.
Results of Operations The following table summarizes the results of our operations as a percentage of fee revenue: (Numbers may not total exactly due to rounding) Year Ended April 30, 2024 2023 2022 Fee revenue 100.0 % 100.0 % 100.0 % Reimbursed out-of-pocket engagement expenses 1.2 1.0 0.6 Total revenue 101.2 101.0 100.6 Compensation and benefits 66.8 67.1 66.3 General and administrative expenses 9.4 9.5 9.0 Reimbursed expenses 1.2 1.0 0.6 Cost of services 10.9 8.4 4.4 Depreciation and amortization 2.8 2.4 2.4 Restructuring charges, net 2.5 1.5 — Operating income 7.7 11.2 17.9 Net income 6.2 % 7.5 % 12.6 % Net income attributable to Korn Ferry 6.1 % 7.4 % 12.4 % 35 The following tables summarize the results of our operations: (Numbers may not total exactly due to rounding) Year Ended April 30, 2024 2023 2022 Dollars % Dollars % Dollars % (dollars in thousands) Fee revenue Consulting $ 695,007 25.1 % $ 677,001 23.9 % $ 650,204 24.8 % Digital 366,699 13.3 354,651 12.5 349,025 13.3 Executive Search: North America 506,927 18.4 562,139 19.8 605,704 23.1 EMEA 184,516 6.7 187,014 6.6 182,192 6.9 Asia Pacific 85,863 3.1 95,598 3.4 118,596 4.5 Latin America 28,937 1.0 31,047 1.1 29,069 1.1 Total Executive Search 806,243 29.2 875,798 30.9 935,561 35.6 Professional Search & Interim 540,615 19.6 503,395 17.7 297,096 11.3 RPO 354,107 12.8 424,563 15.0 394,832 15.0 Total fee revenue 2,762,671 100.0 % 2,835,408 100.0 % 2,626,718 100.0 % Reimbursed out-of-pocket engagement expense 32,834 28,428 16,737 Total revenue $ 2,795,505 $ 2,863,836 $ 2,643,455 In the tables that follow, the Company presents a subtotal for Executive Search Adjusted EBITDA and a single percentage for Executive Search Adjusted EBITDA margin, which reflects the aggregate of all of the individual Executive Search Regions.
Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 22% in fiscal 2023 compared to 36% in fiscal 2022. RPO Adjusted EBITDA was $52.6 million in fiscal 2023, a decrease of $6.5 million, or 11%, compared to $59.1 million in fiscal 2022.
Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 19% in fiscal 2024 compared to 22% in fiscal 2023. RPO Adjusted EBITDA was $40.4 million in fiscal 2024, a decrease of $12.2 million, or 23%, compared to $52.6 million in fiscal 2023.
Executive Search Asia Pacific Adjusted EBITDA decreased by $10.9 million, or 31%, to $24.2 million in fiscal 2023 compared to $35.1 million in fiscal 2022.
Executive Search Asia Pacific Adjusted EBITDA decreased by $5.3 million, or 22%, to $18.9 million in fiscal 2024 compared to $24.2 million in fiscal 2023.
Exchange rates unfavorably impacted fee revenue by $2.2 million in fiscal 2023 compared to fiscal 2022. North America’s fee revenue decreased due to a 14% decrease in the number of engagements billed, partially offset by an 8% increase in the weighted-average fees billed per engagement (calculated using local currency) in fiscal 2023 compared to fiscal 2022. Executive Search EMEA.
The decrease in fee revenue was due to a 15% decrease in the number of engagements billed, partially offset by an 8% increase in the weighted-average fees billed per engagement (calculated using local currency) in fiscal 2024 compared to fiscal 2023. 38 Executive Search Latin America.
The increase in compensation and benefits expense was primarily due to an increase in salaries and related payroll taxes of $13.8 million due to a 9% increase in average headcount in fiscal 2023 compared to fiscal 2022 and wage inflation. The increase was partially offset by a decrease in performance-related bonus expense of $3.0 million.
The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $85.8 million driven by an 8% decrease in average headcount in fiscal 2024 compared to fiscal 2023.
In fiscal 2023, the Company recorded $42.6 million in restructuring charges, net, and $5.5 million and $4.4 million in impairment of right-of-use asset and fixed assets, respectively, as a result of implementing the Plan. 29 The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of (1) fee revenue and (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).
The Plan resulted in restructuring charges, net of $68.6 million during fiscal 2024. The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of (1) fee revenue and (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).
Substantially all fee revenue is derived from talent and organizational consulting services and digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis, interim services and RPO, either stand-alone or as part of a solution.
Substantially all fee revenue is derived from talent and organizational consulting services and digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis, interim services and RPO, either stand-alone or as part of a solution. 33 Revenue is recognized when control of the goods and services are transferred to the customer in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods and services.
Executive Search Latin America Adjusted EBITDA increased by $0.3 million, or 3%, to $9.4 million in fiscal 2023 compared to $9.1 million in fiscal 2022.
Executive Search Latin America Adjusted EBITDA decreased by $3.8 million, or 40%, to $5.6 million in fiscal 2024 compared to $9.4 million in fiscal 2023.
Consulting compensation and benefits expense increased by $27.6 million, or 6%, to $478.5 million in fiscal 2023 from $450.9 million in fiscal 2022. Exchange rates favorably impacted compensation and benefits by $16.5 million, or 4%, in fiscal 2023 compared to fiscal 2022.
Consulting compensation and benefits expense increased by $6.0 million, or 1%, to $484.5 million in fiscal 2024 from $478.5 million in fiscal 2023. Exchange rates unfavorably impacted compensation and benefits by $2.6 million, or 1%, in fiscal 2024 compared to fiscal 2023.
The increase in general and administrative expenses was primarily due to an increase in premise and office expense of $4.4 million, impairment charges associated with the reduction of the Company's real estate footprint of $2.3 million, higher bad debt expense of $2.1 million, and integration and acquisition costs of $1.8 million.
The increase in general and administrative expenses was primarily due to an increase in premise and office expense of $1.0 million, of which $0.4 million is related to the impairment of right-of-use assets associated with the reduction of the Company's real estate footprint.
The amendment of this standard becomes effective in fiscal years beginning after December 15, 2022. The amendment should be applied prospectively to business combinations that occur after the effective date. We will adopt this guidance in our fiscal year beginning May 1, 2023.
The amendment of this standard became effective in fiscal years beginning after December 15, 2022 and is to be applied prospectively to business combinations that occur after the effective date. We adopted this guidance in our fiscal year beginning May 1, 2023 and the adoption of this guidance did not have a material impact on the consolidated financial statements.
The Company has a total of $1,145.4 million available under the Credit Facilities and had a total of $645.3 million available under the previous credit facilities after $4.6 million and $4.7 million of standby letters of credit have been issued as of April 30, 2023 and 2022, respectively.
See Note 11 — Long-Term Debt for a further description of the Amended Credit Agreement. The Company has a total of $645.5 million and $1,145.4 million available under the Credit Facilities after $4.5 million and $4.6 million of standby letters of credit have been issued as of April 30, 2024 and 2023, respectively.
Professional Search & Interim accounts for $122.9 million of the increase primarily due to the acquisitions of the Acquired Companies which, includes a significant amount of interim business as part of the services they perform which has higher cost of services expense compared to other services Korn Ferry provides.
Professional Search & Interim accounts for $54.8 million of the increase primarily due to the Acquired Companies, which perform a significant amount of interim services. Interim services have a higher cost of service expense as compared to the Company's other segments.
As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future. As of our testing date, there were no indicators of impairments that required us to perform a quantitative test and as a result, no impairment charge was recognized.
As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate 34 predictions of the future. There was no indication of potential impairment through April 30, 2024 that would have required further testing.
Exchange rates unfavorably impacted fee revenue by $18.8 million, or 5%, compared to fiscal 2022. Executive Search North America . Executive Search North America reported fee revenue of $562.1 million in fiscal 2023, a decrease of $43.6 million, or 7%, compared to $605.7 million in fiscal 2022.
Exchange rates favorably impacted fee revenue by $0.8 million, compared to fiscal 2023. Executive Search North America . Executive Search North America reported fee revenue of $506.9 million in fiscal 2024, a decrease of $55.2 million, or 10%, compared to $562.1 million in fiscal 2023.
Exchange rates unfavorably impacted fee revenue by $2.8 million, in fiscal 2022 compared to fiscal 2021.
Exchange rates unfavorably impacted fee revenue by $0.6 million in fiscal 2024 compared to fiscal 2023.
The decrease in Adjusted EBITDA was mainly driven by increases in compensation and benefits expense and general and administrative expenses (excluding impairment charges), partially offset by an increase in fee revenue in fiscal 2023 compared to fiscal 2022. Digital Adjusted EBITDA, as a percentage of fee revenue, was 27% in fiscal 2023 compared to 32% in fiscal 2022.
The increase in Adjusted EBITDA was driven by an increase in fee revenue, partially offset by increases in compensation and benefits expense and cost of services expense in fiscal 2024 compared to fiscal 2023. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 16% in both fiscal 2024 and fiscal 2023.
RPO reported fee revenue of $424.6 million in fiscal 2023, an increase of $29.8 million, or 8%, compared to $394.8 million in fiscal 2022. Exchange rates unfavorably impacted fee revenue by $17.1 million, or 4%, in fiscal 2023 compared to fiscal 2022.
RPO reported fee revenue of $354.1 million in fiscal 2024, a decrease of $70.5 million, or 17%, compared to $424.6 million in fiscal 2023. Exchange rates favorably impacted fee revenue by $3.4 million, or 1%, in fiscal 2024 compared to fiscal 2023.
Also contributing to the increase in compensation and benefits expense was an increase in deferred compensation expense of $12.4 million due to an increase in the fair market value of participants' accounts in fiscal 2023 compared to fiscal 2022.
The increase was primarily due to increases in restricted stock compensation expense of $4.9 million and higher deferred compensation expense of $2.1 million due to an increase in the fair value of participants' accounts in fiscal 2024 compared to fiscal 2023.
Executive Search Latin America reported fee revenue of $31.0 million in fiscal 2023, an increase of $1.9 million, or 7%, compared to $29.1 million in fiscal 2022. Exchange rates were relatively flat in fiscal 2023 compared to fiscal 2022.
Executive Search Latin America reported fee revenue of $28.9 million in fiscal 2024, a decrease of $2.1 million, or 7%, compared to $31.0 million in fiscal 2023. Exchange rates favorably impacted fee revenue by $1.5 million, or 5%, in fiscal 2024 compared to fiscal 2023.
Executive Search Latin America compensation and benefits expense increased by $2.0 million, or 11%, to $20.4 million in fiscal 2023 compared to $18.4 million in fiscal 2022. Exchange rates unfavorably impacted compensation and benefits by $0.1 million, in fiscal 2023 compared to fiscal 2022.
Executive Search North America compensation and benefits expense decreased by $14.9 million, or 4%, to $371.2 million in fiscal 2024 compared to $386.1 million in fiscal 2023. Exchange rates favorably impacted compensation and benefits by $0.3 million in fiscal 2024 compared to fiscal 2023.
General and Administrative Expenses General and administrative expenses increased $45.5 million, or 24%, to $237.3 million in fiscal 2022 compared to $191.8 million in fiscal 2021. Exchange rates favorably impacted general and administrative expenses by $0.9 million in fiscal 2022 compared to fiscal 2021.
General and Administrative Expenses General and administrative expenses decreased by $9.5 million, or 4%, to $259.0 million in fiscal 2024 compared to $268.5 million in fiscal 2023. Exchange rates favorably impacted general and administrative expenses by $0.8 million in fiscal 2024 compared to fiscal 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−1 removed4 unchanged
Biggest changeAssets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the end of each reporting period and revenue and expenses are translated at daily rates of exchange during the reporting period. Resulting translation adjustments are reported as a component of accumulated other comprehensive loss, net on our consolidated balance sheets.
Biggest changeForeign Currency Risk Substantially all our foreign subsidiaries’ operations are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the end of each reporting period and revenue and expenses are translated at daily rates of exchange during the reporting period.
Interest Rate Risk Our exposure to interest rate risk is limited to our Credit Facilities, borrowings against the CSV of COLI contracts and to a lesser extent, our fixed income debt securities. As of April 30, 2023, there were no amounts outstanding under the Credit Facilities.
Interest Rate Risk Our exposure to interest rate risk is limited to our Credit Facilities, borrowings against the CSV of COLI contracts and to a lesser extent, our fixed income debt securities. As of April 30, 2024, there were no amounts outstanding under the Credit Facilities.
During fiscal 2023, 2022 and 2021, we recorded foreign currency losses of $2.0 million, $1.2 million and $2.7 million, respectively, in general and administrative expenses in the consolidated statements of income. Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving the following currencies — U.S.
During fiscal 2024, 2023 and 2022, we recorded foreign currency losses of $4.5 million, $2.0 million and $1.2 million, respectively, in general and administrative expenses in the consolidated statements of income. Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving the following currencies — U.S.
We had $77.1 million and $79.8 million of borrowings against the CSV of COLI contracts as of April 30, 2023 and 2022, respectively, bearing interest primarily at variable rates.
We had $77.0 million and $77.1 million of borrowings against the CSV of COLI contracts as of April 30, 2024 and 2023, respectively, bearing interest primarily at variable rates.
In addition, we are required to pay the lenders a quarterly commitment fee ranging from 0.175% to 0.300% per annum on the average daily unused amount of the Revolver, based upon our consolidated net leverage ratio at such time, a ticking fee of 0.20% per annum on the actual daily unused portion of the Delayed Draw Facility during the availability period of the Delayed Draw Facility, and fees relating to the issuance of letters of credit.
In addition, we are required to pay the lenders a quarterly commitment fee ranging from 0.175% to 0.300% per annum on the average daily unused amount of the Revolver, based upon our consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As a result of our global operating activities, we are exposed to certain market risks, including foreign currency exchange fluctuations and fluctuations in interest rates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As a result of our global operating activities, we are exposed to certain market risks, including foreign currency exchange fluctuations and fluctuations in interest rates. We manage our exposure to these risks in the normal course of our business as described below.
Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency gains or losses that impact our results of operations. Historically, we have not realized significant foreign currency gains or losses on such transactions.
Resulting translation adjustments are reported as a component of accumulated other comprehensive loss, net on our consolidated balance sheets. Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency gains or losses that impact our results of operations. Historically, we have not realized significant foreign currency gains or losses on such transactions.
Dollar, Canadian Dollar, Pound Sterling, Euro, Swiss Franc, Danish Krone, Polish Zloty, Singapore Dollar, and Mexican Peso. Based on balances exposed to fluctuation in exchange rates between these currencies as of April 30, 2023, a 10% increase or decrease in the value of these currencies could result in a foreign exchange gain or loss of $10.2 million.
Based on balances exposed to fluctuation in exchange rates between these currencies as of April 30, 2024, a 10% increase or decrease in the value of these currencies could result in a foreign exchange gain or loss of $11.9 million.
Removed
We manage our exposure to these risks in the normal course of our business as described below. 48 Foreign Currency Risk Substantially all our foreign subsidiaries’ operations are measured in their local currencies.
Added
Dollar, Canadian Dollar, Pound Sterling, Euro, Polish Zloty, Danish Krone, Swiss Franc, Swedish Krona, South African Rand, Singapore Dollar, South Korean Won, Japanese Yen, and Mexican Peso.

Other KFY 10-K year-over-year comparisons