##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    April 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    001-14505
      KORN/FERRY
    INTERNATIONAL
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

95-2623879(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)1900 Avenue of the Stars, Suite 2600
    Los Angeles, California(Address of principal
    executive offices)

90067(Zip code)   (310) 552-1834
 (Registrants telephone
    number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
  None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated filer þ

Accelerated filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





KORN/FERRY
    INTERNATIONAL
  Index to
    Annual Report on
    Form 10-K
    for the Fiscal Year Ended April 30, 2008
   
 PagePART I.Item 1.


Business


3Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


14Item 4.


Submission of Matters to a Vote of Security
    Holders


14Executive Officers


14PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16Item 6.


Selected Financial Data


19Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


32Item 8.


Financial Statements and Supplementary Data


33Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


33Item 9A.


Controls and Procedures


34Item 9B.


Other Information


34PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


35Item 11.


Executive Compensation


35Item 12.


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


35Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


35Item 14.


Principal Accountant Fees and Services


35PART IV.Item 15.


Exhibits and Financial Statement


36Signatures


40Financial Statements and Financial Statement
    Schedules


F-1EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1   2




---



##### Table of Contents



PART I.  Item 1.
    Business  Business
    Overview
        Executive Recruitment:
  Outsourced and
    Mid-level Recruitment: Korn/Ferrys
  Leadership Development Solutions:
  www.sec.gov
     3




---



##### Table of Contents



Form 10-K.
  Industry
    Overview
  Executive Recruitment:
    Outsourced and Mid-level Recruitment:
  Industry
    Trends
    Consolidation of Talent Management Solution
    Providers
  
    Companies are actively in search of preferred providers in order
    to create efficiencies and consolidate vendor relationships;
    Companies that can offer a full suite of talent management
    solutions are becoming increasingly attractive; and
    Clients seek trusted advisors who understand their business and
    unique organizational culture in order to manage the multiple
    needs of their business on a global scale.  Aging Population
  Globalization of Business
  Increased Outsourcing of Recruitment
    Functions
 4




---



##### Table of Contents




    Have access to a diverse and highly qualified pool of candidates
    on an as-needed basis;
    Reduce or eliminate the costs required to maintain and train an
    in-house recruiting department in a rapidly changing industry;
    Benefit from the most updated industry and geographic market
    information;
    Access cutting-edge search technology software; and
    Maintain management focus on core strategic business issues.  Key role of Advanced Technology
  Expanding
    our Market Reach and Presence through Technology and Assessment
    Solutions
  e-Korn/Ferry Korn/Ferry Advantage Art and Science of Talent Searcher Express
    Executive Center Search Assessment
  Outsourced and Mid-level Recruitment:
  Other Industry Trends
  
    Increasing demand for managers with broader qualifications;
    Increasing desire by candidates to more actively manage their
    careers;
    Increasing demand for senior executives with not just the right
    technical skills, but also the right leadership characteristics
    to meet the specific requirements of the position and
    organizational culture; 5




---



##### Table of Contents




    Increasing demand for senior executives who can exceed the high
    standards of due diligence and public scrutiny as a result of
    new securities legislation;
    Decreasing executive management tenure and more frequent job
    changes; and
    Inadequate succession planning.  Growth
    Strategy
    Recruiting
    and Retaining Key Consultants
    Broadening
    our Product and Service Offerings
    Global
    Account Management
    Expanding
    our Market Reach and Presence through Technology and Assessment
    Solutions
  e-Korn/Ferry Executive Center Search
    Assessment best-in-class
  Leveraging
    our Leadership and Brand Name in Executive
    Recruitment
   6




---



##### Table of Contents



Our
    Services and Organization
    Executive
    Recruitment Services
  Overview.
  The Korn/Ferry Advantage
          Industry Specialization
 7




---



##### Table of Contents



Percentage
    of Fiscal 2008 Assignments by Industry Specialization
  Global Markets:Industrial


27
%Consumer


17
%Financial Services


20
%Technology


16
%Life Sciences


10
%Regional Specialties:Healthcare Provider


5
%Education/Not-for-profit


5
%   Functional Expertise.
  Percentage
    of Fiscal 2008 Assignments by Functional Expertise
  Board Level/CEO/CFO/Senior Executive and General Management


61
%Marketing and Sales


14
%Human Resources and Administration


8
%Manufacturing/Engineering/Research and Development/Technology


7
%Finance and Control


8
%Information Systems


2
%   Regions
  North America
  Europe, the Middle East and Africa
    (EMEA)
  Asia Pacific
  Latin America
 8




---



##### Table of Contents



Client Base.
  Competition.
  Leadership Development Solutions.
    Executive
    Center Executive Center
  Mid-level Recruitment
    Service  Futurestep
  Overview.
     9




---



##### Table of Contents



on-site
        Regions.
  Competition.
    Organization
    Professional
    Staff and Employees
     10




---



##### Table of Contents



Number of


Number ofOperating


Offices as of


Consultants as ofIncome


April 30,


April 30,Fee Revenue


(Loss)


2008


2008(Dollars in thousands)Executive Recruitment:North America

$
374,891


$
70,628



29



259EMEA


183,042



29,820



23



143Asia Pacific


95,915



19,299



17



89South America


25,556



2,230



7



23Total Executive Recruitment


679,404



121,977



76



514Futurestep(1)


111,166



8,545



13



170Corporate






(38,669
)






Total

$
790,570


$
91,853



89



684     (1)
    
    Futurestep partially occupies 20 of the executive recruitment
    offices globally in 16 countries.    Fiscal Year Ending April 30,2008


2007


2006(Dollars in thousands)Fee Revenue:United States

$
368,039


$
324,349


$
260,988Canada


48,646



35,559



26,432EMEA


223,826



179,974



147,329Asia Pacific


124,503



96,114



72,473South America


25,556



17,426



15,660Total

$
790,570


$
653,422


$
522,882   Item 1A.
    Risk
    Factors  The risks described below are the material risks facing our
    Company. Additional risks not presently known to us or that we
    currently deem immaterial may also impair our business
    operations. Our business, financial condition or results of
    operations could be materially adversely affected by any of
    these risks.
  Competition
    in our industry could result in our losing market share and
    charging lower prices for services, which could reduce our
    revenue.
   11




---



##### Table of Contents



If we
    fail to attract and retain qualified and experienced
    consultants, our revenue could decline and our business could be
    harmed.
    Economic
    conditions in the geographic regions and the industries from
    which we derive a significant portion of our fee revenue could
    undermine our future profitability.
    If we
    are unable to retain our executive officers and key personnel,
    or integrate new members of our senior management who are
    critical to our business, we may not be able to successfully
    manage our business in the future.
    If we
    are unable to maintain our professional reputation and brand
    name, our business will be harmed.
      We are
    subject to potential legal liability from clients, employees and
    candidates for employment. Insurance coverage may not be
    available to cover all of our potential liability and available
    coverage may not be sufficient to cover all claims that we may
    incur.
   12




---



##### Table of Contents



We
    rely heavily on our information systems and if we lose that
    technology, or fail to further develop our technology, our
    business could be harmed.
    We
    face risks associated with political instability, legal
    requirements and currency fluctuations in our international
    operations.
    
    changes in and compliance with applicable laws and regulatory
    requirements;
    difficulties in staffing and managing global operations;
    social and political instability;
    fluctuations in currency exchange rates;
    statutory equity requirements;
    repatriation controls; and
    potential adverse tax consequences.    We may
    be limited in our ability to recruit employees from our clients
    and we could lose those opportunities to our competition, which
    could harm our business.
   13




---



##### Table of Contents



We
    have provisions that make an acquisition of us more difficult
    and expensive.
    
    a classified Board of Directors;
    limitations on the removal of directors;
    limitation on stockholder actions;
    advance notification requirements for director nominations and
    actions to be taken at stockholder meetings; and
    the ability to issue one or more series of preferred stock by
    action of our Board of Directors.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   Executive
    Officers of the Registrant  Name

Age

PositionPaul C. Reilly


54


Chairman of the BoardGary D. Burnison


47


Chief Executive OfficerStephen J. Giusto


45


Executive Vice President and Chief Financial OfficerGary C. Hourihan


59


Chairman, Leadership Development SolutionsRobert H. McNabb


61


Chief Executive Officer, Futurestep, and Executive Vice
    President, Korn/FerryAna Dutra


44


Executive Vice President and Chief Executive Officer of
    Leadership Development Solutions  14




---



##### Table of Contents



Paul C. Reilly
  Gary D. Burnison
  Stephen J. Giusto
  Robert H. McNabb
  Gary C. Hourihan
  Ana Dutra
 15




---



##### Table of Contents



PART II.  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Common
    Stock
    High


LowFiscal Year Ended April 30, 2008First Quarter

$
27.13


$
22.62Second Quarter

$
24.62


$
16.27Third Quarter

$
20.75


$
13.10Fourth Quarter

$
18.95


$
14.42Fiscal Year Ended April 30, 2007First Quarter

$
21.59


$
17.73Second Quarter

$
23.18


$
17.83Third Quarter

$
24.18


$
21.51Fourth Quarter

$
24.86


$
22.42    16




---



##### Table of Contents



Performance
    Graph
      Form 10-K
  COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG
    KORN/FERRY INTERNATIONAL, THE S & P 500 INDEX
    AND A PEER GROUP
  
   4/30/03
  ©
 www.researchdatagroup.com/S&P.htm
  Dividends
    and Stock Repurchases
   17




---



##### Table of Contents



Recent
    Sales of Unregistered Securities
      Issuer
    Purchases of Equity Securities
      ApproximateDollar Value ofShares Purchased


Shares thatas Part of


May Yet bePublicly-


PurchasedAverage


Announced


under theShares


Price Paid


Programs


ProgramsPurchased


per Share


(1), (2), (3) and (4)


(1), (2), (3) and (4)February 1, 2008-February 29, 2008





$







$
43.5 millionMarch 1, 2008-March 31, 2008


2,466


$
18.01






$
43.5 millionApril 1,
    2008-April 30,
    2008


3,576


$
18.01






$
43.5 millionTotal


6,042







     (1)
    
    On December 7, 2005, the Board of Directors approved the
    repurchase of up to $50 million of the Companys
    common stock in a common stock repurchase program (the
    2005 program). The shares can be repurchased in open
    market transactions or privately negotiated transactions at the
    Companys discretion.(2)
    
    On June 8, 2006 the Board of Directors approved the
    repurchase of a further $25 million of the Companys
    common stock in a common stock repurchase program (the
    2006 program). The shares can be repurchased in open
    market transactions or privately negotiated transactions at the
    Companys discretion. 18




---



##### Table of Contents



(3)
    
    On March 6, 2007, the Board of Directors approved the
    repurchase of an additional $50 million of the
    Companys common stock in a common stock repurchase program
    (the 2007 program). The shares can be repurchased in
    open market transactions or privately negotiated transactions at
    the Companys discretion.(4)
    
    On November 2, 2007, the Board of Directors approved the
    repurchase of an additional $50 million of the
    Companys common stock in a common stock repurchase program
    (the 2008 program). The shares can be repurchased in
    open market transactions or privately negotiated transactions at
    the Companys discretion.  Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K
  Fiscal Year Ended April 30,2008


2007


2006


2005


2004(In thousands, except per share and other operating data)Selected Statement of Income Data:Fee revenue

$
790,570


$
653,422


$
522,882


$
452,194


$
328,331Reimbursed out-of-pocket engagement expenses


45,072



35,779



28,887



24,183



22,372Total revenue


835,642



689,201



551,769



476,377



350,703Compensation and benefits


540,056



447,692



341,196



292,913



221,177General and administrative expenses


134,542



105,312



93,462



83,544



71,623Out-of-pocket engagement expenses


58,750



44,662



31,927



25,702



23,557Depreciation and amortization


10,441



9,280



9,002



8,437



10,030Asset impairment and restructuring charges(1)


















8,526Total operating expenses


743,789



606,946



475,587



410,596



334,913Operating income


91,853



82,255



76,182



65,781



15,790Interest and other income, net


11,949



10,416



11,086



3,360



1,779Interest expense


4,812



10,172



10,244



10,463



9,903Provision for income taxes


36,081



30,164



19,594



20,251



3,218Equity in earnings of unconsolidated subsidiaries, net


3,302



3,163



2,000



193



955Net income

$
66,211


$
55,498


$
59,430


$
38,620


$
5,403Basic earnings per share

$
1.50


$
1.40


$
1.49


$
1.00


$
0.14Diluted earnings per share

$
1.46


$
1.24


$
1.32


$
0.90


$
0.13Basic weighted average common shares outstanding


44,012



39,774



39,890



38,516



37,466Diluted weighted average common shares outstanding


45,528



46,938



47,270



46,229



40,311Other Operating Data:Fee revenue by business segment:Executive recruitment:North America

$
374,891


$
329,065


$
259,089


$
225,850


$
170,678EMEA


183,042



146,155



120,059



110,455



78,236Asia Pacific


95,915



74,987



57,922



51,196



36,818South America


25,556



17,426



15,660



10,828



8,371Total executive recruitment


679,404



567,633



452,730



398,329



294,103Futurestep


111,166



85,789



70,152



53,865



34,228Total fee revenue

$
790,570


$
653,422


$
522,882


$
452,194


$
328,331Number of offices (at period end)


89



82



72



70



69Number of consultants (at period end)


684



601



507



474



443Number of new engagements opened


11,106



10,415



9,608



8,062



6,606 19




---



##### Table of Contents



Fiscal Year Ended April 30,2008


2007


2006


2005


2004(In thousands, except per share and other operating data)Selected Balance Sheet Data as of April 30:Cash and cash equivalents

$
318,918


$
232,531


$
211,768


$
178,983


$
108,102Marketable securities


70,344



91,736



66,429



27,965



Working capital


253,810



235,271



218,206



146,071



88,436Total assets


880,214



761,491



635,491



534,168



398,012Total long-term debt(2)










45,147



44,949



44,400Mandatorily redeemable preferred stock(2)










10,989



10,795



10,512Total stockholders equity


496,134



432,955



323,751



252,902



181,252     (1)
    
    In response to deteriorating economic conditions encountered in
    fiscal 2004, we recognized $8.5 million of restructuring
    charges comprised of (a) severance restructuring charges of
    $6.7 million and (b) facilities restructuring charges
    of $1.8 million.(2)
    
    In the fourth quarter of fiscal 2007, we issued notice for the
    redemption of our 7.5% Convertible Series Subordinated
    Notes and 7.5% Convertible Series A Preferred Stock.
    In response, the holder of the notes and preferred stock
    exercised its option to convert the debt and preferred stock
    pursuant to the terms of the original agreements. The conversion
    resulted in approximately 5.6 million shares of our common
    stock being delivered to the debt and preferred stock holder in
    April 2007. As of April 30, 2008, we had no outstanding
    amounts related to these convertible securities. Conversion of
    debt is discussed in Item 7, Long-Term Debt.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-looking
    Statements
  This Annual Report on
    Form 10-K
    may contain certain statements that we believe are, or may be
    considered to be, forward-looking statements, within
    the meaning of Section 27A of the Securities Act of 1933
    and Section 21E of the Securities Exchange Act of 1934.
    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, estimates,
    potential, continue or other similar
    words or phrases. Similarly, statements that describe our
    objectives, plans or goals also are forward-looking statements.
    All of these forward-looking statements are subject to risks and
    uncertainties that could cause our actual results to differ
    materially from those contemplated by the relevant
    forward-looking statement. 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 set forth above under the caption, Risk
    Factors, including dependence on attracting and retaining
    qualified and experienced consultants, portability of client
    relationships, local political or economic developments in or
    affecting countries where we have operations, ability to manage
    growth, restrictions imposed by off-limits agreements,
    competition, reliance on information processing systems, and
    employment liability risk. Readers are urged to consider these
    factors carefully in evaluating the forward-looking statements.
    The forward-looking statements included in this Annual Report on
    Form 10-K
    are made only as of the date of this Annual Report on
    Form 10-K
    and we undertake no obligation to publicly update these
    forward-looking statements to reflect subsequent events or
    circumstances.
  The following presentation of managements discussion
    and analysis of our financial condition and results of
    operations should be read together with our consolidated
    financial statements and related notes included in this Annual
    Report on
    Form 10-K.
  Executive
    Summary
   20




---



##### Table of Contents



Critical
    Accounting Policies
  Form 10-K
  Revenue Recognition.
  Deferred Compensation.
  Carrying Values.
 21




---



##### Table of Contents



Results
    of Operations
    Fiscal Year Ended April 30,2008


2007


2006Fee revenue


100.0
%


100.0
%


100.0
%Reimbursed out-of-pocket engagement expenses


5.7



5.5



5.5Revenue


105.7



105.5



105.5Compensation and benefits


68.3



68.5



65.3General and administrative expenses


17.0



16.1



17.9Out-of-pocket engagement expenses


7.4



6.8



6.1Depreciation and amortization


1.4



1.5



1.6Operating income


11.6



12.6



14.6Net income


8.4
%


8.5
%


11.4
%     Fiscal Year Ended April 30,2008


2007


2006Dollars


%


Dollars


%


Dollars


%Fee revenueExecutive recruitment:North America

$
374,891



47.4
%

$
329,065



50.4
%

$
259,089



49.6
%EMEA


183,042



23.2



146,155



22.4



120,059



23.0Asia Pacific


95,915



12.1



74,987



11.5



57,922



11.1South America


25,556



3.2



17,426



2.6



15,660



2.9Total executive recruitment


679,404



85.9



567,633



86.9



452,730



86.6Futurestep


111,166



14.1



85,789



13.1



70,152



13.4Total fee revenue


790,570



100.0
%


653,422



100.0
%


522,882



100.0
%Reimbursed out-of-pocket engagement expenses


45,072







35,779







28,887Total revenue

$
835,642






$
689,201






$
551,769   22




---



##### Table of Contents



Fiscal Year Ended April 30,2008


2007


2006Dollars


Margin(1)


Dollars


Margin(1)


Dollars


Margin(1)Operating income (loss)Executive recruitment:North America

$
70,628



18.8
%

$
69,815



21.2
%

$
62,124



24.0
%EMEA


29,820



16.3



24,166



16.5



22,361



18.6Asia Pacific


19,299



20.1



16,010



21.4



13,374



23.1South America


2,230



8.7



1,894



10.9



2,839



18.1Total executive recruitment


121,977



18.0



111,885



19.7



100,698



22.2Futurestep


8,545



7.7



7,854



9.2



3,351



4.8Corporate


(38,669
)






(37,484
)






(27,867
)Total operating income

$
91,853



11.6
%

$
82,255



12.6
%

$
76,182



14.6
%     (1)
    
    Margin calculated as a percentage of fee revenue by business
    segment.  Fiscal
    2008 Compared to Fiscal 2007
  Fee
    Revenue.
    Executive Recruitment
       23




---



##### Table of Contents



Futurestep
  Compensation
    and Benefits.
          General
    and Administrative Expenses.
     24




---



##### Table of Contents



Out-of-Pocket Engagement
    Expenses.
  Depreciation and Amortization
    Expenses.
  Operating
    Income.
        Interest Income and Other Income,
    Net.
  Interest Expense.
 25




---



##### Table of Contents



Provision for Income Taxes.
  Equity in Earnings of Unconsolidated
    Subsidiaries.
  Fiscal
    2007 Compared to Fiscal 2006
  Fee
    Revenue.
    Executive Recruitment year-to-date
          Futurestep
 26




---



##### Table of Contents



Compensation
    and Benefits.
          General
    and Administrative Expenses.
          Out-of-Pocket Engagement
    Expenses.
 27




---



##### Table of Contents



Depreciation and Amortization
    Expenses.
  Operating
    Income.
        Interest Income and Other Income,
    Net.
  Interest Expense.
  Provision for Income Taxes.
  Equity in Earnings of Unconsolidated
    Subsidiaries.
 28




---



##### Table of Contents



Liquidity
    and Capital Resources
              Executive
    Center Searcher
   29




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due in:Less Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsOperating lease commitments(1)

$
140,169


$
30,014


$
47,470


$
28,049


$
34,636Accrued restructuring charges(2)


2,264



757



1,507







Total

$
142,433


$
30,771


$
48,977


$
28,049


$
34,636     (1)
    
    See Note 16, Commitments and Contingencies, in the Notes to
    Consolidated Financial Statements for additional information.(2)
    
    See Note 6, Restructuring Liability, in the Notes to
    Consolidated Financial Statements for additional information.
    Note that the above amounts represent rent payments, net of
    sublease income, on an undiscounted basis.        Long-Term
    Debt.
     30




---



##### Table of Contents



Quarterly
    Results
    Quarters EndedFiscal 2008


Fiscal 2007April 30


Jan. 31


Oct. 31


July 31


April 30


Jan. 31


Oct. 31


July 31Fee revenue

$
208,204


$
201,156


$
195,857


$
185,353


$
179,702


$
165,239


$
155,718


$
152,763Operating income


20,178



21,180



25,382



25,113



19,351



21,408



21,148



20,348Net income


15,746



16,256



17,109



17,100



13,539



14,730



13,566



13,663Net income per shareBasic


0.36



0.38



0.38



0.38



0.33



0.37



0.35



0.35Diluted


0.36



0.37



0.37



0.36



0.30



0.33



0.31



0.31   Recently
    Issued Accounting Standards
  
  No. 06-4 (EITF 06-4), EITF 06-4 EITF 06-4 EITF 06-4 EITF 06-4
     31




---



##### Table of Contents




    Acquisition costs will generally be expensed as incurred;
    Noncontrolling interests (formerly known as minority
    interests  see SFAS No. 160
    discussion below) will be valued at fair value at the
    acquisition date;
    Acquired contingent liabilities will be recorded at fair value
    at the acquisition date and subsequently measured at either the
    higher of such amount or the amount determined under existing
    guidance for non-acquired contingencies;
    In-process research and development will be recorded at fair
    value as an indefinite-lived intangible asset at the acquisition
    date;
    Restructuring costs associated with a business combination will
    generally be expensed subsequent to the acquisition
    date; and
    Changes in deferred tax asset valuation allowances and income
    tax uncertainties after the acquisition date generally will
    affect income tax expense.      Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   32




---



##### Table of Contents



Foreign
    Currency Risk.
        Interest
    Rate Risk.
      Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   33




---



##### Table of Contents



Item 9A.
    Controls
    and Procedures    10-K, Rules 13a-15(e) 15d-15(e)
      Annual
    Certifications
    Form 10-K
  Item 9B.
    Other
    Information   34




---



##### Table of Contents



PART III.  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K.
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   35




---



##### Table of Contents



PART IV.  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial
    Statements.
   
 Page1. Index to Financial Statements:See Consolidated Financial Statements included as part of this
    Form 10-K. Pursuant to Rule
    7-05 of
    Regulation S-X, the schedules have been omitted as the
    information to be set forth therein is included in the notes of
    the audited consolidated financial statements.

F-1   Exhibits:
  ExhibitNumber

Description of Exhibit3
.1

Certificate of Incorporation of the Company, filed as Exhibit
    3.1 to the Companys Quarterly Report on Form 10-Q, filed
    December 15, 1999, and incorporated herein by reference.3
.2

Certificate of Designations of 7.5% Convertible Preferred
    Stock, filed as Exhibit 3.1 to the Companys Current Report
    on Form 8-K, filed June 18, 2002, and incorporated herein by
    reference.3
.3

Amended and Restated Bylaws of the Company, filed as Exhibit 3.3
    to the Companys Annual Report on Form 10-K, filed July 29,
    2002, and incorporated herein by reference.4
.1

Form of Common Stock Certificate of the Company, filed as
    Exhibit 4.1 to the Companys Registration Statement on Form
    S-3 (No. 333-49286), filed November 3, 2000, and incorporated
    herein by reference.4
.2

Form of 7.5% Convertible Subordinated Note Due 2010, filed
    as Exhibit 4.1 to the Companys Current Report on Form 8-K,
    filed June 18, 2002, and incorporated herein by reference.4
.3

Form of Stock Purchase Warrant, filed as Exhibit 4.2 to the
    Companys Current Report on Form 8-K, filed June 18, 2002,
    and incorporated herein by reference.4
.4

Subordination Agreement, dated as of June 13, 2002, made by
    Korn/Ferry International, a Delaware corporation, Friedman
    Fleischer & Lowe Capital Partners, L.P., a Delaware limited
    partnership, and FFL Executive Partners, L.P., a Delaware
    limited partnership in favor of Bank of America, N.A., filed as
    Exhibit 4.3 to the Companys Current Report on Form 8-K,
    filed June 18, 2002, and incorporated herein by reference.10
.1*

Form of Indemnification Agreement between the Company and some
    of its executive officers and Directors, filed as Exhibit 10.1
    to the Companys Registration Statement on Form S-1 (No.
    333-61697), effective February 10, 1999, and incorporated herein
    by reference.10
.2*

Form of U.S. and International Worldwide Executive Benefit
    Retirement Plan, filed as Exhibit 10.3 to the Companys
    Registration Statement of Form S-1 (No. 333-61697), effective
    February 10, 1999, and incorporated herein by reference.10
.3*

Form of U.S. and International Worldwide Executive Benefit Life
    Insurance Plan, filed as Exhibit 10.4 to the Companys
    Registration Statement on Form S-1 (No. 333-61697), effective
    February 10, 1999, and incorporated herein by reference.10
.4*

Worldwide Executive Benefit Disability Plan (in the form of
    Long-Term Disability Insurance Policy), filed as Exhibit 10.5 to
    the Companys Registration Statement on Form S-1 (No.
    333-61697), effective February 10, 1999, and incorporated herein
    by reference.10
.5*

Form of U.S. and International Enhanced Executive Benefit and
    Wealth Accumulation Plan, filed as Exhibit 10.6 to the
    Companys Registration Statement on Form S-1 (No.
    333-61697), effective February 10, 1999, and incorporated
    herein by reference.10
.6*

Form of U.S. and International Senior Executive Incentive Plan,
    filed as Exhibit 10.7 to the Companys Registration
    Statement on Form S-1 (No. 333-61697), effective February 10,
    1999, and incorporated herein by reference.10
.7*

Executive Salary Continuation Plan, filed as Exhibit 10.8 to the
    Companys Registration Statement on Form S-1 (No.
    333-61697), effective February 10, 1999, and incorporated herein
    by reference. 36




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.8*

Form of Amended and Restated Stock Repurchase Agreement, filed
    as Exhibit 10.10 to the Companys Registration Statement on
    Form S-1 (No. 333-61697), effective February 10, 1999, and
    incorporated herein by reference.10
.9*

Form of Standard Employment Agreement, filed as Exhibit 10.11 to
    the Companys Registration Statement on Form S-1 (No.
    333-61697), effective February 10, 1999, and incorporated herein
    by reference.10
.10*

Form of U.S. and Foreign Executive Participation Program, filed
    as Exhibit 10.27 to the Companys Registration Statement on
    Form S-1 (No. 333-61697), effective February 10, 1999, and
    incorporated herein by reference.10
.11*

Employment Agreement between the Company and Paul C. Reilly,
    dated May 24, 2001, filed as Exhibit 10.14 to the
    Companys Annual Report on Form 10-K, filed July 30, 2001,
    and incorporated herein by reference.10
.12*

Amendment to Employment Agreement between the Company and Paul
    C. Reilly, dated December 1, 2001, filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q, filed December 17,
    2001, and incorporated herein by reference.10
.13*

Second Amendment to Employment Agreement between the Company and
    Paul C. Reilly, dated July 1, 2003 filed as Exhibit 10.13 to the
    Companys Annual Report on Form 10-K, filed July 22, 2003,
    and incorporated herein by reference.10
.14*

Letter from the Company to Paul C. Reilly, dated June 6, 2001,
    filed as Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q, filed December 17, 2001, and incorporated herein by
    reference.10
.15*

Employment Agreement between the Company and Windle B. Priem,
    dated June 30, 2001, filed as Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q, filed September 14, 2001, and
    incorporated herein by reference.10
.16*

Employment Agreement between the Company and Gary C. Hourihan
    effective March 6, 2000, filed as Exhibit 10.22 to the
    Companys Annual Report on Form 10-K, filed July 31, 2000,
    and incorporated herein by reference.10
.17*

Korn/Ferry International Special Severance Pay Policy, dated
    January 1, 2000, filed as Exhibit 10.2 to the Companys
    Quarterly Report on Form 10-Q, filed March 19, 2001, and
    incorporated herein by reference.10
.18*

Korn/Ferry International Second Amended and Restated Performance
    Award Plan, filed as Appendix A to the Companys Definitive
    Proxy Statement, filed August 12, 2004, and incorporated herein
    by reference.10
.19

Investor Rights Agreement, dated as of June 13, 2002, by and
    among Korn/Ferry International, a Delaware corporation, Friedman
    Fleischer & Lowe Capital Partners, L.P., a Delaware limited
    partnership, and FFL Executive Partners, L.P., a Delaware
    limited partnership, filed as Exhibit 10.1 to the Companys
    Current Report on Form 8-K, filed June 18, 2002, and
    incorporated herein by reference.10
.21*

Letter from Korn/Ferry International Futurestep, Inc. to Robert
    H. McNabb, dated December 3, 2001, filed as Exhibit 10.29 to the
    Companys Amended Annual Report on Form 10-K/A, filed
    August 12, 2002, and incorporated herein by reference.10
.22*

Letter from the Company to Robert H. McNabb, dated November 29,
    2001, filed as Exhibit 10.30 to the Companys Amended
    Annual Report on Form 10-K/A, filed August 12, 2002, and
    incorporated herein by reference.10
.23*

Employment Agreement between the Company and Robert H. McNabb,
    dated October 1, 2003, filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q, filed December 12,
    2003, and incorporated herein by reference.10
.24*

Employee Stock Purchase Plan filed as Exhibit 10.29 to the
    Companys Annual Report on Form 10-K, filed July 22, 2003,
    and incorporated herein by reference.10
.25*

Employment Agreement between the Company and Gary D. Burnison,
    dated October 1, 2003, filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q, filed March 12,
    2004, and incorporated herein by reference.10
.26

Letter Agreement, dated December 31, 2003, among the Company,
    Friedman Fleischer & Lowe Capital Partners, L.P. and FFL
    Executive Partners, L.P., filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q, filed March 12,
    2004, and incorporated herein by reference. 37




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.27*

Third Amendment to the Employment Agreement between the Company
    and Paul C. Reilly, dated March 10, 2004 , filed as Exhibit
    10.3 to the Companys Quarterly Report on Form 10-Q, filed
    March 12, 2004, and incorporated herein by reference.10
.28*

Form of Indemnification Agreement between the Company and some
    of its executive officers and directors, filed as Exhibit 10.4
    to the Companys Quarterly Report on Form 10-Q, filed March
    12, 2004, and incorporated herein by reference.10
.29

Amended and Restated Credit Agreement dated as of February 22,
    2005 among the Company, the lenders party thereto and Wells
    Fargo Bank, N.A., as administrative agent, filed as Exhibit 4.01
    to the Companys Current Report on Form 8-K, filed February
    23, 2005, and incorporated herein by reference.10
.30*

Fourth Amendment to the Employment Agreement between the Company
    and Paul C. Reilly, dated March 7, 2005, filed as Exhibit 10.32
    to the Companys Annual Report on Form 10-K, filed July 14,
    2005, and incorporated herein by reference.10
.31

Summary of Non-Employee Director Compensation, filed as Exhibit
    10.1 to the Companys Current Report on Form 8-K, filed
    January 12, 2006, and incorporated herein by reference.10
.32*

Fifth Amendment to the Employment Agreement between the Company
    and Paul C. Reilly, dated April 26, 2006, filed as Exhibit 10.32
    to the Companys Annual Report on Form 10-K, filed July 14,
    2006, and incorporated herein by reference.10
.33*

Form of Restricted Stock Award Agreement to Employees Under the
    Performance Award Plan filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K, filed June 29, 2006,
    and incorporated herein by reference.10
.34*

Form of Restricted Stock Award Agreement to Non-Employee
    Directors Under the Performance Award Plan filed as Exhibit 10.2
    to the Companys Current Report on Form 8-K, filed June 29,
    2006, and incorporated herein by reference.10
.35*

Stock and Asset Purchase Agreement dated as of August 8, 2006 by
    and among Lominger Limited, Inc., Lominger Consulting, Inc.,
    Michael M. Lombardo, Robert W. Eichinger, and the Company filed
    as Exhibit 10.1 to the Companys Quarterly Report on Form
    10-Q, filed September 8, 2006, and incorporated herein by
    reference.10
.36*

Letter Agreement between the Company and Robert H. McNabb dated
    as of September 29, 2006, filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q, filed December 11,
    2006, and incorporated herein by reference.10
.37*

Letter Agreement dated December 14, 2006 by and among the
    Company and Gary C. Hourihan, Executive Vice President of the
    Company and President of Leadership Development Solutions,
    modifying the terms of Mr. Hourihans Employment Agreement,
    dated March 6, 2000, filed as Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q, filed March 12, 2007, and
    incorporated herein by reference.10
.38*

Letter from the Company to Gary Burnison, dated March 30, 2007,
    filed as Exhibit 10.38 to the Companys Annual Report on
    Form 10-K, filed June 29, 2007, and incorporated herein by
    reference.10
.39*

Non Renewal of Employment Agreement between the Company and Paul
    C. Reilly, dated April 24, 2007, filed as Exhibit 10.39 to the
    Companys Annual Report on Form 10-K, filed June 29, 2007,
    and incorporated herein by reference.10
.40*

Employment Agreement between the Company and Paul C. Reilly,
    dated April 24, 2007, filed as Exhibit 10.40 to the
    Companys Annual Report on Form 10-K, filed June 29, 2007,
    and incorporated herein by reference.10
.41*

Employment Agreement between the Company and Gary Burnison,
    dated April 24, 2007, filed as Exhibit 10.41 to the
    Companys Annual Report on Form 10-K, filed June 29, 2007,
    and incorporated herein by reference.10
.42*

Employment Agreement between the Company and Stephen J. Giusto,
    dated October 10, 2007, filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q, filed December 10,
    2007, and incorporated herein by reference. 38




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.43*

Form of Restricted Stock Unit Award Agreement to Directors Under
    the Performance Award Plan, filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q, filed December 10,
    2007, and incorporated herein by reference.10
.44*

Letter from the Company to Ana Dutra, dated January 16,
    2008, filed as Exhibit 10.1 to the Companys Quarterly
    Report on Form 10-Q, filed March 11, 2008, and incorporated
    herein by reference.21
.1

Subsidiaries of Korn/Ferry International.23
.1

Consent of Ernst & Young, LLP, Independent Registered
    Public Accounting Firm.24
.1

Power of Attorney (contained on signature page).31
.1

Chief Executive Officer Certification pursuant to Rule 13a-14(a)
    under the Exchange Act.31
.2

Chief Financial Officer Certification pursuant to Rule 13a-14(a)
    under the Exchange Act.32
.1

Chief Executive Officer and Chief Financial Officer
    Certification pursuant to 18 U.S.C. Section 1350.     *
    
    Management contract, compensatory plan or arrangement. 39




---



##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, as amended, the registrant
    has duly caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized.
  Korn/Ferry International
  By:
    /s/  Stephen
    J. Giusto  Stephen J. Giusto
 Executive Vice President and Chief Financial
    Officer
  Date:
    June 30, 2008
  POWER OF
    ATTORNEY
      Signature

Title

Date/s/  Paul
    C. ReillyPaul
    C. Reilly

Chairman of the Board

June 30, 2008/s/  Gary
    D. BurnisonGary
    D. Burnison

Chief Executive Officer

June 30, 2008/s/  James
    E. BarlettJames
    E. Barlett

Director

June 30, 2008/s/  Frank
    V. CahouetFrank
    V. Cahouet

Director

June 30, 2008/s/  Patti
    S. HartPatti
    S. Hart

Director

June 30, 2008/s/  Debra
    PerryDebra
    Perry

Director

June 30, 2008 40




---



##### Table of Contents



Signature

Title

Date/s/  Edward
    D. MillerEdward
    D. Miller

Director

June 30, 2008/s/  Ihno
    SchneevoigtIhno
    Schneevoigt

Director

June 30, 2008/s/  Gerhard
    SchulmeyerGerhard
    Schulmeyer

Director

June 30, 2008/s/  Ken
    WhippleKen
    Whipple

Director

June 30, 2008/s/  Harry
    L. YouHarry
    L. You

Director

June 30, 2008  41




---



##### 



INDEX TO
    FINANCIAL STATEMENTS  
  Managements Report on Internal Control over
    Financial Reporting


F-2Report of Independent Registered Public
    Accounting Firm on Internal Control over Financial Reporting


F-3Report of Independent Registered Public
    Accounting Firm


F-4Consolidated Balance Sheets as of April 30,
    2008 and 2007


F-5Consolidated Statements of Income for the three
    years ended April 30, 2008


F-6Consolidated Statements of Stockholders
    Equity for the three years ended April 30, 2008


F-7Consolidated Statements of Cash Flows for the
    three years ended April 30, 2008


F-8Notes to Consolidated Financial Statements


F-9   F-1




---



##### Table of Contents



MANAGEMENTS
    REPORT ON
    INTERNAL CONTROL OVER FINANCIAL REPORTING        Internal
    Control  Integrated Framework
    Form 10-K.
   F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING  
              
    F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM               
    F-4




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  April 30,2008


2007(In thousands, except per share amounts)ASSETSCash and cash equivalents

$
318,918


$
232,531Marketable securities


49,869



91,736Receivables due from clients, net of allowance for doubtful
    accounts of $11,504 and $9,822, respectively


119,952



107,751Income tax and other receivables


7,071



6,357Deferred income taxes


10,401



9,524Prepaid expenses


20,057



16,861Total current assets


526,268



464,760Marketable securities, noncurrent


20,475



Property and equipment, net


32,462



25,999Cash surrender value of company owned life insurance policies,
    net of loans


81,377



76,478Deferred income taxes


47,128



42,013Goodwill


142,699



124,268Intangible assets, net


15,519



18,040Investments and other


14,286



9,933Total assets

$
880,214


$
761,491LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
15,309


$
10,383Income taxes payable


20,948



22,432Compensation and benefits payable


199,081



158,145Other accrued liabilities


37,120



38,529Total current liabilities


272,458



229,489Deferred compensation and other retirement plans


105,719



91,360Other liabilities


5,903



7,687Total liabilities


384,080



328,536Stockholders equity:Common stock, $0.01 par value, 150,000 shares
    authorized, 54,786 and 52,323 shares issued and 44,593 and
    46,040 shares outstanding, respectively


358,568



380,559Retained earnings


95,014



32,344Accumulated other comprehensive income


43,097



20,605Stockholders equity


496,679



433,508Less: Notes receivable from stockholders


(545
)


(553
)Total stockholders equity


496,134



432,955Total liabilities and stockholders equity

$
880,214


$
761,491    F-5




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF INCOME  Year Ended April 30,2008


2007


2006(In thousands, except per share amounts)Fee revenue

$
790,570


$
653,422


$
522,882Reimbursed out-of-pocket engagement expenses


45,072



35,779



28,887Total revenue


835,642



689,201



551,769Compensation and benefits


540,056



447,692



341,196General and administrative expenses


134,542



105,312



93,462Out-of-pocket engagement expenses


58,750



44,662



31,927Depreciation and amortization


10,441



9,280



9,002Total operating expenses


743,789



606,946



475,587Operating income


91,853



82,255



76,182Interest and other income, net


11,949



10,416



11,086Interest expense


4,812



10,172



10,244Income before provision for income taxes and equity in earnings
    of unconsolidated subsidiaries


98,990



82,499



77,024Provision for income taxes


36,081



30,164



19,594Equity in earnings of unconsolidated subsidiaries, net


3,302



3,163



2,000Net income

$
66,211


$
55,498


$
59,430Basic earnings per common share

$
1.50


$
1.40


$
1.49Basic weighted average common shares outstanding


44,012



39,774



39,890Diluted earnings per common share

$
1.46


$
1.24


$
1.32Diluted weighted average common shares outstanding


45,528



46,938



47,270    F-6




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  Unearned


AccumulatedNumber








Restricted


Otherof


Common


Retained


Stock


Comprehensive


Stockholders


ComprehensiveShares


Stock


Earnings


Compensation


Income


Equity


Income(In thousands)Balance as of May 1, 2005


39,888



330,745



(82,584
)


(4,355
)


9,679



253,485



Purchase of stock


(1,045
)


(20,687
)














(20,687
)


Issuance of stock


1,941



20,049















20,049



Issuance of restricted stock


417



7,471







(7,511
)






(40
)


Amortization of unearned restricted stock compensation














4,135







4,135



Variable stock-based compensation






837















837



Tax benefit from exercise of stock options






5,870















5,870



Comprehensive income:Net income










59,430











59,430


$
59,430Reclassification adjustment for gains included in net income


















(573
)


(573
)


(573
)Unrealized gain on marketable securities, net of taxes


















872



872



872Foreign currency translation adjustments


















932



932



932Comprehensive income

























$
60,661Balance as of April 30, 2006


41,201



344,285



(23,154
)


(7,731
)


10,910



324,310



Adjustment from adoption of SFAS No. 123(R)






(7,731
)






7,731











Purchase of stock


(2,722
)


(57,622
)














(57,622
)


Issuance of stock


1,975



22,986















22,986



Conversion of 7.5% Convertible Series A Preferred Stock


1,117



11,257















11,257



Conversion of 7.5% Convertible Subordinated Notes


4,469



45,043















45,043



Variable stock-based compensation






(339
)














(339
)


Stock-based compensation






15,669















15,669



Tax benefit from exercise of stock options






7,011















7,011



Adjustment from adoption of SFAS No. 158, net of
    income taxes


















(335
)


(335
)


Comprehensive income:Net income










55,498











55,498


$
55,498Unrealized gain on marketable securities, net of taxes


















844



844



844Foreign currency translation adjustments


















9,186



9,186



9,186Comprehensive income

























$
65,528Balance as of April 30, 2007


46,040



380,559



32,344







20,605



433,508Purchase of stock


(3,099
)


(60,950
)














(60,950
)


Issuance of stock


1,652



18,736















18,736



Variable stock-based compensation






(76
)














(76
)


Stock-based compensation






15,429















15,429



Tax benefit from exercise of stock options






5,096















5,096



Cumulative effect of the adoption of FIN 48










(3,541
)










(3,541
)


Purchase of minority shares






(226
)














(226
)


Comprehensive income:Net income










66,211











66,211


$
66,211Unrealized loss on marketable securities, net of taxes


















(3,516
)


(3,516
)


(3,516
)Foreign currency translation adjustments


















24,894



24,894



24,894Defined benefits plans


















1,114



1,114



1,114Comprehensive income

























$
88,703Balance as of April 30, 2008


44,593


$
358,568


$
95,014


$



$
43,097


$
496,679    F-7




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended April 30,2008


2007


2006(In thousands)Cash from operating activities:Net income

$
66,211


$
55,498


$
59,430Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


10,441



9,280



9,002Stock-based compensation expense


15,949



15,556



Interest paid in kind and amortization of discount on
    convertible securities






915



975Gain on disposition of property and equipment


561







59Provision for doubtful accounts


10,299



6,583



6,475Gains on cash surrender value of life insurance policies


(3,780
)


(5,647
)


(5,460
)Realized gains on marketable securities


(5,555
)


(2,138
)


(1,234
)Recovery on investment loss










(4,685
)Deferred income tax benefit


(5,992
)


(12,571
)


(2,183
)Non cash compensation arrangements


1,042



977



6,246Change in other assets and liabilities, net of effect of
    acquisitions:Deferred compensation


14,359



19,570



12,656Receivables


(23,214
)


(25,966
)


(19,459
)Prepaid expenses


(3,143
)


(2,332
)


(309
)Investment in unconsolidated subsidiaries


(4,180
)


(3,668
)


(3,160
)Income taxes payable


(5,282
)


5,178



1,566Accounts payable and accrued liabilities


47,802



44,328



15,470Other


(6,007
)


(3,232
)


(803
)Net cash provided by operating activities


109,511



102,331



74,586Cash from investing activities:Purchase of property and equipment


(16,976
)


(14,108
)


(11,310
)Proceeds from (purchase of) marketable securities


21,266



(21,670
)


(35,823
)Cash paid for acquisitions, net of cash required


(3,622
)


(24,129
)


(1,049
)Premiums on life insurance policies


(1,835
)


(1,844
)


(1,853
)Dividends received from unconsolidated subsidiaries


2,923



2,429



2,669Net cash provided by (used in) investing activities


1,756



(59,322
)


(47,366
)Cash from financing activities:Payments on life insurance policy loans


(1,012
)






Borrowings under life insurance policies


1,728



1,611



1,768Purchase of common stock


(64,162
)


(57,622
)


(20,687
)Proceeds from issuance of common stock upon exercise of employee
    stock options and in connection with employee stock purchase plan


17,436



22,975



20,049Tax benefit from exercise of stock options


4,612



7,011



5,870Receipts on stockholders notes


8



6



24Net cash (used in) provided by financing activities


(41,390
)


(26,019
)


7,024Effect of exchange rate changes on cash and cash equivalents


16,510



3,773



(1,459
)Net increase in cash and cash equivalents


86,387



20,763



32,785Cash and cash equivalents at beginning of the year


232,531



211,768



178,983Cash and cash equivalents at end of the year

$
318,918


$
232,531


$
211,768Supplemental disclosures of consolidated cash flow information:Cash paid for interest

$
4,379


$
10,019


$
4,401Cash paid for income taxes

$
47,760


$
27,951


$
14,033Supplemental disclosures of non-cash investing and financing
    activities:Conversion of debt to equity

$



$
56,300


$
    F-8




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSApril 30, 2008
    (Dollars in thousands, except per share amounts)
  1.
    Organization
    and Summary of Significant Accounting Policies  Nature
    of Business
    Basis
    of Consolidation
      Basis
    of Presentation
    Use of
    Estimates and Uncertainties
  Revenue
    Recognition Goodwill and Intangible Assets
  Revenue
    Recognition
    Allowance
    for Doubtful Accounts
   F-9




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Available-for-Sale
    Securities
    Goodwill
    and Intangible Assets
        Stock-Based
    Compensation
     F-10




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Fiscal Year Ended April 30,2008


2007


2006Stock options and SARs

$
1,806


$
4,974


$
1,525Restricted stock


13,590



10,086



4,135Employee Stock Purchase Plan


553



496



Total stock-based compensation expense, pre-tax


15,949



15,556



5,660Tax benefit from stock-based compensation expense


(5,821
)


(5,875
)


(2,017
)Total stock-based compensation expense, net of tax

$
10,128


$
9,681


$
3,643    F-11




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net income, as reported

$
59,430Stock-based employee compensation charges, net of related tax
    effects:Employee stock compensation expense included in net income, as
    reported, net


3,643Employee stock compensation expense determined under the
    fair-value based method, net


(9,483
)Net income, as adjusted

$
53,590Interest expense on convertible securities, net of related tax
    effects


3,113Net income for diluted EPS, as adjusted

$
56,703Basic EPSAs reported

$
1.49Pro forma

$
1.38Dilutive EPSAs reported

$
1.32Pro forma

$
1.20     Fiscal Year Ended April 30,2008


2007


2006Expected stock volatility


44.42
%


48.05
%


50.0
%Risk-free interest rate


4.60
%


4.95
%


3.83
%Expected option life (in years)


4.00



4.00



4.50Expected dividend yield


0.0
%


0.0
%


0.0
%     Translation
    of Foreign Currencies
   F-12




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk
    Cash
    Surrender Value of Life Insurance
    Reclassifications
    Recently
    Issued Accounting Standards
  fiscal-year-end
   F-13




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 06-4 (EITF 06-4), EITF 06-4 EITF 06-4 EITF 06-4 EITF 06-4
        
    Acquisition costs will generally be expensed as incurred;
    Noncontrolling interests (formerly known as minority
    interests  see SFAS No. 160
    discussion below) will be valued at fair value at the
    acquisition date;
    Acquired contingent liabilities will be recorded at fair value
    at the acquisition date and subsequently measured at either the
    higher of such amount or the amount determined under existing
    guidance for non-acquired contingencies;
    In-process research and development will be recorded at fair
    value as an indefinite-lived intangible asset at the acquisition
    date;
    Restructuring costs associated with a business combination will
    generally be expensed subsequent to the acquisition
    date; and
    Changes in deferred tax asset valuation allowances and income
    tax uncertainties after the acquisition date generally will
    affect income tax expense.   F-14




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Basic and
    Diluted Earnings Per Share    Fiscal Year Ended April 30,2008


2007


2006Net income (Numerator):Net income

$
66,211


$
55,498


$
59,430Interest expense on convertible securities, net of related tax
    effects


145



2,863



3,113Net income for diluted EPS

$
66,356


$
58,361


$
62,543Shares (Denominator):Weighted average shares for basic EPS


44,012



39,774



39,890Effect of:Convertible subordinated notes






4,083



4,470Convertible preferred stock






1,016



1,117Warrants


109



123



95Restricted stock


319



274



273Stock options


1,078



1,665



1,412Employee stock purchase plan


10



3



13Adjusted weighted average shares for diluted EPS


45,528



46,938



47,270Basic earnings per share

$
1.50


$
1.40


$
1.49Diluted earnings per share

$
1.46


$
1.24


$
1.32  F-15




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Comprehensive
    Income      Fiscal Year Ended April 30,2008


2007


2006Net income

$
66,211


$
55,498


$
59,430Reclassification adjustment for gains included in net income


(1,626
)


(782
)


(573
)Defined benefit plans


1,114







Unrealized (loss) gain on marketable securities, net of taxes


(1,890
)


1,626



872Foreign currency translation adjustments


24,894



9,186



932Comprehensive income

$
88,703


$
65,528


$
60,661     4.
    Employee
    Stock Plans  Stock
    Option Plans
     F-16




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageRemainingWeighted


Contractual


AggregateNumber of


Average


Term


IntrinsicShares


Exercise Price


(In Years)


Value(In thousands)Outstanding at May 1, 2005


7,829


$
12.14Granted


837


$
17.99Exercised


(1,783
)

$
9.81Canceled/forfeited


(141
)

$
15.13Outstanding at April 30, 2006


6,742


$
13.42Granted


113


$
21.09Exercised


(1,945
)

$
10.88Canceled/forfeited


(172
)

$
16.74Outstanding at April 30, 2007


4,738


$
14.52Granted


6


$
21.11Exercised


(1,095
)

$
13.29Canceled/forfeited


(85
)

$
19.71Outstanding at April 30, 2008


3,564


$
14.79



4.7


$
16,906Exercisable at April 30, 2008


3,257


$
14.41



4.5


$
16.765       Options Outstanding


Options ExercisableOutstanding


Weighted





Exercisable


Weightedas of


Average


Weighted


as of


Average


WeightedApril 30,


Remaining


Average


April 30,


Remaining


AverageRange of Exercise Price

2008


Contractual Life


Exercise Price


2008


Contractual Life


Exercise Price$ 6.16 - $ 7.38


534



3.8


$
7.35



534



3.8


$
7.35$ 7.39 - $11.00


797



5.1


$
8.23



797



5.1


$
8.23$11.01 - $14.50


208



2.1


$
13.30



208



2.1


$
13.30$14.51 - $37.80


2,025



5.1


$
19.48



1,718



4.7


$
19.613,564



4.7


$
14.79



3,257



4.5


$
14.41  F-17




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended April 30,2008


2007


2006Weighted average fair value of stock options granted

$
8.54


$
9.12


$
8.70Total fair value of stock options and SARs vested


4,103



10,245



10,324Total intrinsic value of stock options exercised


12,552



20,422



16,256Total intrinsic value of SARs paid






319



240   Restricted
    Stock Plan
      WeightedNumber of


Average FairShares


Value(In thousands)Outstanding at May 1, 2006


687


$
16.63Issuances


1,187


$
19.64Vested


(444
)

$
16.35Forfeited


(74
)

$
18.38Outstanding at April 30, 2007


1,356


$
19.26Issuances


1,216


$
24.16Vested


(506
)

$
19.88Forfeited


(114
)

$
22.49Outstanding at April 30, 2008


1,952


$
22.01     Employee
    Stock Purchase Plan
   F-18




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Marketable
    Securities    Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


Fair2008

Cost


Gains


Losses


ValueType of security:Auction rate securities(1)

$
21,450


$



$
(975
)

$
20,475Equity securities


39,469



529



(2,459
)


37,539Fixed income mutual fund


11,993



337







12,330Total

$
72,912


$
866


$
(3,434
)

$
70,344   Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


Fair2007

Cost


Gains


Losses


ValueType of security:Auction rate securities

$
56,575


$



$



$
56,575Equity securities


27,824



4,190



(1,077
)


30,937Fixed income mutual fund


4,358



120



(254
)


4,224Total

$
88,757


$
4,310


$
(1,331
)

$
91,736     (1)
    
    Classified as noncurrent in the Consolidated Balance Sheet as of
    April 30, 2008.         F-19




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.
    Restructuring
    Liability    Severance


Facilities


TotalLiability as of April 30, 2006

$
60


$
5,405


$
5,465Charged to expense






(1,223
)


(1,223
)Payments






(1,219
)


(1,219
)Liability as of April 30, 2007


60



2,963



3,023Payments


(60
)


(699
)


(759
)Liability as of April 30, 2008

$



$
2,264


$
2,264       7.
    Employee
    Tax Deferred Savings Plan   F-20




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Deferred
    Compensation and Retirement Plans    Fiscal Year Ended April 30,2008


2007Deferred compensation plans

$
51,465


$
51,804Pension plans


2,986



3,160Retirement plans


3,701



2,664ECAP


47,567



33,732Total long-term benefit obligation

$
105,719


$
91,360   Deferred
    Compensation Plans
          Pension
    Plan
   F-21




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Deferred Compensation and Pension Plans
           International
    Retirement Plans
    Executive
    Capital Accumulation Plan
  and/or
   F-22




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    TotalLiability as of April 30, 2007

$
33,732Employee contributions


6,985Amortization of employer contributions


8,935Gain on investment


115Employee Distributions


(1,112
)Liability as of April 30, 2008


48,655Less: current portion of liability


(1,088
)Long-term liability as of April 30, 2008

$
47,567     Fiscal Year Ended April 30,2008


2007


2006Deferred Compensation Plan:Benefit obligation at beginning of year

$
54,873


$
50,031


$
56,721Service cost


1,067



1,210



1,677Interest cost


3,140



3,030



3,178Plan participants contributions with interest


561



798



1,021Actuarial (gain) loss


(1,560
)


3,199



(9,011
)Benefits paid


(3,332
)


(3,395
)


(3,555
)Benefit obligation at end of year


54,749



54,873



50,031Less: current portion of benefit obligation


(3,284
)


(3,069
)


(2,755
)Long-term benefit obligation at end of year

$
51,465


$
51,804


$
47,276   2008


2007


2006Components of net periodic benefit costs:Service cost

$
1,067


$
1,210


$
1,677Interest cost


3,140



3,030



3,178Amortization of actuarial loss










360Amortization of transition obligation


212



212



212Net periodic benefit cost

$
4,419


$
4,452


$
5,427   2008


2007


2006Weighted average assumptionsDiscount rate (beginning of year)


5.90
%


6.25
%


5.75
%Discount rate (end of year)


6.50
%


5.90
%


6.25
%Rate of compensation increase


0.00
%


0.00
%


0.00
%   F-23




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year Ended April 30,2008


2007


2006Pension plan:Benefit obligation at beginning of year

$
3,300


$
3,098


$
3,463Service cost










Interest cost


188



188



194Actuarial (gain) loss


(152
)


136



(132
)Benefits paid


(217
)


(122
)


(427
)Benefit obligation at end of year


3,119



3,300



3,098Less: current portion of benefit obligation


(133
)


(140
)


(126
)Long-term benefit obligation at end of year

$
2,986


$
3,160


$
2,972   2008


2007


2006Components of net periodic benefit costsService cost

$



$



$
Interest cost


188



188



194Amortization of actuarial gain


(71
)


(95
)


(86
)Net periodic benefit cost

$
117


$
93


$
108   2008


2007


2006Weighted average assumptions used to determine Benefit
    obligations at April 30Discount rate (beginning of year)


5.90
%


6.25
%


5.75
%Discount rate (end of year)


6.50
%


5.90
%


6.25
%Rate of compensation increase


0.00
%


0.00
%


0.00
%   Estimated
    Future Benefit Payments
    DeferredPension


CompensationBenefits


Plans2009

$
196


$
3,8072010


206



4,2292011


235



5,1152012


241



4,3932013


250



4,522Years
    2014-2018


1,230



23,787   Company
    Owned Life Insurance (COLI)
   F-24




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Income
    Taxes      Fiscal Year Ended April 30,2008


2007


2006Current income taxes:Federal

$
14,788


$
18,353


$
7,346State


5,658



6,543



1,636Foreign


21,627



14,869



12,795Total


42,073



39,765



21,777Deferred income taxes:Federal


(1,699
)


(5,525
)


(86
)State


(1,805
)


(1,543
)


(1,285
)Foreign


(2,488
)


(2,533
)


(812
)Total


(5,992
)


(9,601
)


(2,183
)Provision for income taxes

$
36,081


$
30,164


$
19,594     Fiscal Year Ended April 30,2008


2007


2006Domestic

$
38,865


$
38,008


$
38,749Foreign


60,125



44,491



38,275Income before provision for income taxes and equity in earnings
    of unconsolidated subsidiaries

$
98,990


$
82,499


$
77,024  F-25




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended April 30,2008


2007


2006U.S. federal statutory tax rate


35.0
%


35.0
%


35.0
%Foreign source income, net of credits used


2.1



3.1



2.3Income subject to net lower foreign tax rates


(1.9
)


(3.9
)


(1.8
)COLI increase, net


(1.7
)


(2.6
)


(2.6
)Repatriation of foreign earnings


0.3



1.9



2.8Loss recovery










(2.1
)Effect of IRS audit










(11.2
)State income taxes, net of federal benefit


3.9



5.9



3.0Non-deductible interest expense






0.4



0.5Adjustments for contingencies and valuation allowance


(1.5
)


(2.5
)


Other


0.2



(0.7
)


(0.5
)Effective tax rate


36.4
%


36.6
%


25.4
%      F-26




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of April 30,2008


2007Deferred income tax assets attributable to:Deferred compensation

$
46,762


$
39,316Allowance for doubtful accounts


1,450



1,450Accrued liabilities and other


5,569



4,360Property and equipment


1,961



2,589Loss and credit carryforwards


2,422



4,327Other


12,627



12,164Deferred tax assets before valuation allowances


70,791



64,206Deferred tax liabilities attributable to:Property and equipment






(63
)Accrued liabilities and other


(692
)


(663
)Other


(10,548
)


(8,609
)Deferred tax liabilities before valuation allowances


(11,240
)


(9,335
)Valuation allowances


(2,022
)


(3,334
)Net deferred income tax assets

$
57,529


$
51,537       2008


2007Current deferred tax assets

$
11,197


$
10,438Current deferred tax liabilities


(796
)


(914
)Current deferred tax asset, net


10,401



9,524Non-current deferred tax asset


59,594



53,768Non-current deferred tax liabilities


(10,444
)


(8,421
)Valuation allowance


(2,022
)


(3,334
)Non-current deferred tax asset, net


47,128



42,013Net deferred tax assets

$
57,529


$
51,537      F-27




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Unrecognized tax benefits at April 30, 2007

$
10,700Estimated interest for the year ended April 30, 2008


600Unrecognized tax benefits at April 30, 2008

$
11,300       10.
    Property
    and Equipment and Long-lived Assets  98-1,
 F-28




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of April 30,2008


2007Property and equipment:Computer equipment and software

$
65,005


$
56,405Furniture and fixtures


24,397



22,359Leasehold improvements


24,644



23,902Automobiles


3,193



2,480117,239



105,146Less: Accumulated depreciation and amortization


(84,777
)


(79,147
)Property and equipment, net

$
32,462


$
25,999     11.
    Convertible
    Mandatory Redeemable Securities      12.
    Long-Term
    Debt       F-29




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Business
    Segments      Fiscal Year Ended April 30,2008


2007


2006Fee revenue:Executive recruitment:North America

$
374,891


$
329,065


$
259,089EMEA


183,042



146,155



120,059Asia Pacific


95,915



74,987



57,922South America


25,556



17,426



15,660Total executive recruitment


679,404



567,633



452,730Futurestep


111,166



85,789



70,152Total fee revenue

$
790,570


$
653,422


$
522,882   Fiscal Year Ended April 30,2008


2007


2006Total revenue:Executive recruitment:North America

$
395,320


$
348,780


$
274,927EMEA


189,203



151,606



124,136Asia Pacific


98,288



76,650



59,525South America


25,964



17,912



16,357Total executive recruitment


708,775



594,948



474,945Futurestep


126,867



94,253



76,824Total revenue

$
835,642


$
689,201


$
551,769   F-30




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year Ended April 30,2008


2007


2006Operating income (loss):Executive recruitment:North America

$
70,628


$
69,815


$
62,124EMEA


29,820



24,166



22,361Asia Pacific


19,299



16,010



13,374South America


2,230



1,894



2,839Total executive recruitment


121,977



111,885



100,698Futurestep


8,545



7,854



3,351Corporate


(38,669
)


(37,484
)


(27,867
)Total operating income

$
91,853


$
82,255


$
76,182   Fiscal Year Ended April 30,2008


2007


2006Depreciation and amortization:Executive recruitment:North America

$
2,915


$
3,032


$
3,271EMEA


2,299



2,344



3,094Asia Pacific


1,766



1,317



961South America


371



317



249Total executive recruitment


7,351



7,010



7,575Futurestep


1,816



1,502



1,179Corporate


1,274



768



248Total depreciation and amortization

$
10,441


$
9,280


$
9,002   As of April 30,2008


2007


2006Identifiable assets:Executive recruitment:North America

$
269,407


$
287,024


$
239,935EMEA


162,756



123,904



103,824Asia Pacific


97,762



75,883



62,937South America


19,072



12,589



11,529Total executive recruitment


548,997



499,400



418,225Futurestep


87,665



68,841



57,355Corporate


243,552



193,250



159,911Total identifiable assets

$
880,214


$
761,491


$
635,491  F-31




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of April 30,2008


2007


2006Long-lived assets:Executive recruitment:North America

$
9,000


$
7,841


$
6,517EMEA


5,578



6,184



6,490Asia Pacific


3,209



2,685



2,766South America


1,504



1,146



662Total executive recruitment


19,291



17,856



16,435Futurestep


4,540



4,391



2,682Corporate


8,631



3,752



1,416Total long-lived assets

$
32,462


$
25,999


$
20,533     As of April 30,2008


2007


2006GoodwillExecutive recruitment:North America

$
69,533


$
63,767


$
54,394EMEA


37,379



31,721



27,902Asia Pacific


972



972



972Total executive recruitment


107,884



96,460



83,268Futurestep


34,815



27,808



26,216Total goodwill

$
142,699


$
124,268


$
109,484     14.
    Acquisitions  Fiscal
    2008 Acquisitions
    Fiscal
    2007 Acquisitions
   F-32




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          15.
    Goodwill
    and Intangible Assets    2008WeightedGross








AverageCarrying


Accumulated





AmortizationAmount


Amortization


Net


PeriodAmortized intangible assets:Customer list(1)


800



(140
)


660



10 yearsIntellectual property


11,400



(341
)


11,059



24 years$
12,200


$
(481
)

$
11,719Unamortized intangible assets:Trademarks

$
3,800


$



$
3,800



     (1)
    
    Customer list was reduced by $2,100 as a result of the final
    purchase price allocation related to the Companys
    acquisition of the Lominger Entities in fiscal 2007 (see
    Note 14).    2007WeightedGross








AverageCarrying


Accumulated





AmortizationAmount


Amortization


Net


PeriodAmortized intangible assets:Customer List

$
2,900


$
(121
)

$
2,779



18 yearsUnamortized intangible assets:Intellectual property


11,461







11,461



Trademarks


3,800







3,800



$
15,261


$



$
15,261  F-33




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Estimated AnnualAmortization Expense2009

$
(555
)2010


(555
)2011


(555
)2012


(555
)2013 and thereafter


(9,499
)$
(11,719
)       TotalNorth





Asia


ExecutiveAmerica


EMEA


Pacific


Recruiting


Futurestep


TotalBalance as of May 1, 2006

$
54,394


$
27,902


$
972


$
83,268


$
26,216


$
109,484Additions


9,077



1,236







10,313







10,313Exchange rate fluctuations


296



2,583







2,879



1,592



4,471Balance as of April 30, 2007


63,767



31,721



972



96,460



27,808



124,268Additions


493



1,230







1,723



3,030



4,753Reclassifications (see Note 14)


2,100











2,100







2,100Exchange rate fluctuations


3,173



4,428







7,601



3,977



11,578Balance as of April 30, 2008

$
69,533


$
37,379


$
972


$
107,884


$
34,815


$
142,699   16.
    Commitments
    and Contingencies      Year Ending April 30,2009

$
30,0142010


27,2432011


20,2272012


15,2062013


12,843Thereafter


34,636$
140,169  F-34




---



##### Table of Contents



KORN/FERRY
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-35