Huron Consulting Group Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the internal control over financial reporting as of 39 Table of Contents December 31, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) . As a result of that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on page F-2 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. Securities Trading Plans of Directors and Executive Officers During the fourth quarter of 2023, none of our executive officers or directors adopted or terminated contracts, instructions or written plans for the sale or purchase of our securities intended to satisfy the affirmative defense condition of Rule 10b5-1(c) trading plan or adopted or terminated a non-Rule 10b5-1(c) trading arrangement (as defined in Item 408(c) of Regulation S-K). The Company previously reported the adoption by Mr. McCartney of a 10b5-1 plan on August 2, 2023 covering 5,400 shares. Such shares include 2,700 shares held by Niamogue Foundation in which Mr. McCartney does not have a pecuniary interest. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Directors, Executive Officers, Promoters and Control Persons The information required by this item is incorporated by reference from portions of our definitive proxy statement for our annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 29, 2024 (the “Proxy Statement”) under “Nominees to Board of Directors,” “Directors Not Standing For Election” and “Executive Officers.” Compliance with Section 16(a) of the Exchange Act The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Delinquent Section 16(a) Reports.” Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics (the “Code”) that is applicable to all of our employees, officers and directors. The Code is available on the Corporate Governance page of our website at ir.huronconsultinggroup.com. If we make any amendments to or grant any waivers from the Code which are required to be disclosed pursuant to the Securities Exchange Act of 1934, we will make such disclosures on our website. Corporate Governance The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Board Meetings and Committees.” ITEM 11. EXECUTIVE COMPENSATION. Executive Compensation The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Executive Compensation.” 40 Table of Contents Compensation Committee Interlocks and Insider Participation The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Compensation Committee Interlocks and Insider Participation.” Compensation Committee Report The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Compensation Committee Report.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information with respect to equity compensation plans approved by shareholders as of December 31, 2023. We do not have equity compensation plans that have not been approved by shareholders. Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options Weighted Average Exercise Price of Outstanding Options Number of Shares Remaining Available for Future Issuance (excluding shares in 1 st column) Equity compensation plans approved by shareholders: 2012 Omnibus Incentive Plan (1) 205,647 $ 62.36 1,124,100 Stock Ownership Participation Program (2) — N/A 123,887 Equity compensation plans not approved by shareholders N/A N/A N/A Total 205,647 $ 62.36 1,247,987 (1) Our 2012 Omnibus Incentive Plan was approved by our shareholders at our annual meeting held on May 1, 2012. Subsequent to the initial approval and through December 31, 2023, our shareholders have approved amendments to the 2012 Omnibus Incentive Plan to increase the number of shares authorized for issuance to 5.4 million shares, in the aggregate. (2) Our Stock Ownership Participation Program was approved by our shareholders at our annual meeting held on May 1, 2015. Subsequent to the initial approval and through December 31, 2023, our shareholders have approved amendments to the Stock Ownership Participation Program to increase the number of shares authorized for issuance to 0.7 million shares, in the aggregate. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Stock Ownership of Certain Beneficial Owners and Management.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Certain Relationships and Related Transactions The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Certain Relationships and Related Transactions.” Director Independence The information required by this item is incorporated by reference from portions of the Proxy Statement under “Nominees to Board of Directors,” “Directors Not Standing For Election,” and “Board Meetings and Committees.” ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Audit and Non-Audit Fees.” PART IV 41 Table of Contents ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Documents filed as part of this Annual Report on Form 10-K. 1. Financial Statements—Our independent registered public accounting firm’s report and our Consolidated Financial Statements are listed below and begin on page F-1 of this Form 10-K. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations and Other Comprehensive Income (Loss) Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 2. Financial Statement Schedules—The financial statement schedules required by this item are included in the Consolidated Financial Statements and accompanying notes. 3. Exhibit Index Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Form Period Ending Exhibit Filing Date 3.1 Restated Certificate of Incorporation filed with the Secretary of State of Delaware on July 28, 2023. 10-Q 9/30/2023 3.1 11/2/2023 3.2 Amended and Restated Bylaws of Huron Consulting Group Inc. (as amended on May 15, 2023). 8-K 3.2 5/19/2023 4.1 Specimen Stock Certificate. S-1 (File No. 333- 115434) 4.1 10/5/2004 4.2 Description of Securities. 10-K 12/31/2019 4.2 2/26/2020 10.1 Office Lease, dated December 2003, between Union Tower, LLC and Huron Consulting Services LLC (formerly known as Huron Consulting Group LLC). S-1 (File No. 333- 115434) 10.1 10/5/2004 10.2* Huron Consulting Group Inc. Deferred Compensation Plan as Amended and Restated effective January 1, 2009. 10-K 12/31/2008 10.12 2/24/2009 10.3* Senior Management Agreement by and between Huron Consulting Group Inc. and John D. Kelly. 8-K 10.1 1/6/2017 10.4 First Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated August 23, 2004. 10-K 12/31/2012 10.17 2/21/2013 10.5 Second Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated March 14, 2007. 10-K 12/31/2012 10.18 2/21/2013 10.6 Third Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated April 2, 2010. 10-K 12/31/2012 10.19 2/21/2013 10.7 Fourth Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated December 31, 2012. 8-K 10.1 1/4/2013 10.8 † Fifth Amendment to Lease by and between Huron Consulting Services LLC and Union Tower, LLC, dated December 1, 2013. 10-K 12/31/2019 10.13 2/26/2020 10.9 Sixth Amendment to Lease by and between Huron Consulting Services LLC and Onni Van Buren Chicago LLC, dated October 3, 2019. 8-K 10.1 10/16/2019 42 Table of Contents Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Form Period Ending Exhibit Filing Date 10.10* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Restricted Stock Agreement. 10-K 12/31/2012 10.20 2/21/2013 10.11* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Performance Stock Unit Agreement. 10-K 12/31/2014 10.32 2/24/2015 10.12* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Stock Option Agreement. 10-K 12/31/2014 10.33 2/24/2015 10.13* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan NEO Performance Stock Unit Agreement. 10-K 12/31/2014 10.34 2/24/2015 10.14* Senior Management Agreement by and between Huron Consulting Group Inc. and Ernest W. Torain, Jr. 10-Q 3/31/2020 10.1 4/30/2020 10.15* Form of Retention Bonus Agreement. 8-K 10.1 4/14/2021 10.16* Form of the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan Restricted Stock Unit Agreement. 10-Q 9/30/2021 10.1 11/2/2021 10.17* Senior Management Agreement by and between Huron Consulting Group Inc. and James R. Dail Jr. 8-K 10.1 6/7/2022 10.18 † Third Amended and Restated Credit Agreement, dated as of November 15, 2022, among Huron Consulting Group Inc., as Borrower, certain subsidiaries as Guarantors, the Lenders Party, Hereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and PNC Bank, National Association as Co-Syndication Agents, PNC Capital Markets LLC, as Sustainability Structuring Agent, Bank of Montreal, Fifth Third Bank, National Association and TD Bank, N.A., as Co-Documentation Agents, and BofA Securities, Inc., JPMorgan Chase Bank, N.A. and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners. 8-K 10.1 11/16/2022 10.19 Third Amended and Restated Security Agreement, dated as of November 15, 2022. 8-K 10.2 11/16/2022 10.20 Third Amended and Restated Pledge Agreement, dated as of November 15, 2022. 8-K 10.3 11/16/2022 10.21* Senior Management Agreement by and between Huron Consulting Group Inc. and C. Mark Hussey. 8-K/A 10.1 12/29/2022 10.22* Senior Management Agreement by and between Huron Consulting Group Inc. and James H. Roth. 8-K/A 10.2 12/29/2022 10.23* Huron Consulting Group Inc. Stock Ownership Participation Program, as amended effective November 23, 2022. 10-K 12/31/2022 10.26 2/28/2023 10.24 † Amendment No. 1 to the Third Amended and Restated Credit Agreement, dated as of April 28, 2023, by and among Huron Consulting Group Inc., as Borrower, and PNC Capital Markets LLC, as Sustainability Structuring Agent for and on behalf of the Lenders. 8-K 10.1 5/2/2023 10.25* Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated effective December 8 , 202 3 . X 43 Table of Contents Exhibit Number Exhibit Description Filed herewith Furnished herewith Incorporated by Reference Form Period Ending Exhibit Filing Date 10.26 † Amendment No. 2 to t he Third Amended and Restated Credit Agreement, dated as of February 26, 2024, by and among Huron Consulting Group Inc., as Borrower, the Lenders Party There to and Bank of America, N.A., as Administrative Agent and Collateral Agent . 8-K 10.1 2/27/2024 21.1 List of Subsidiaries of Huron Consulting Group Inc. X 23.1 Consent of PricewaterhouseCoopers LLP. X 31.1 Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Huron Consulting Group Compensation Clawback Policy X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X * Indicates the exhibit is a management contract or compensatory plan or arrangement. † Pursuant to Regulation S-K 601(b)(10)(iv), certain exhibits to this Exhibit have been omitted. The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, a copy of any or all omitted exhibits. ITEM 16. FORM 10-K SUMMARY Not applicable. 44 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Huron Consulting Group Inc. (Registrant) Signature Title Date /s/ C. MARK HUSSEY President, Chief Executive Officer and Director 2/27/2024 C. Mark Hussey POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Mark Hussey, John D. Kelly, and Ernest W. Torain, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated. Signature Title Date /s/ C. MARK HUSSEY President, Chief Executive Officer and Director (Principal Executive Officer) 2/27/2024 C. Mark Hussey /s/ JOHN F. MCCARTNEY Non-Executive Chairman of the Board 2/27/2024 John F. McCartney /s/ JAMES H. ROTH Vice Chairman of the Board 2/27/2024 James H. Roth /s/ JOHN D. KELLY Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 2/27/2024 John D. Kelly /s/ KYLE D. FEATHERSTONE Chief Accounting Officer (Principal Accounting Officer) 2/27/2024 Kyle D. Featherstone /s/ JOY T. BROWN Director 2/27/2024 Joy T. Brown /s/ H. EUGENE LOCKHART Director 2/27/2024 H. Eugene Lockhart /s/ PETER K. MARKELL Director 2/27/2024 Peter K. Markell /s/ HUGH E. SAWYER Director 2/27/2024 Hugh E. Sawyer /s/ EKTA SINGH-BUSHELL Director 2/27/2024 Ekta Singh-Bushell /s/ DEBRA ZUMWALT Director 2/27/2024 Debra Zumwalt 45 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED FINANCIAL STATEMENTS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets at December 31, 2023 and 2022 F- 4 Consolidated Statements of Earnings and Other Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 F- 5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 3 , 202 2 , and 202 1 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 , and 202 1 F- 7 Notes to Consolidated Financial Statements F- 8 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Huron Consulting Group Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Huron Consulting Group Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and other comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of F-2 Table of Contents critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Fixed-Fee and Healthcare Performance-Based Billing Arrangements As described in Note 2 to the consolidated financial statements, in fixed-fee billing arrangements, which make up a portion of total revenues of $1.36 billion for the year ended December 31, 2023, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. As disclosed by management, under fixed-fee arrangements, revenues are recognized based upon work completed to date versus management’s estimates of the total services to be provided under the engagement. Additionally, the Company’s Healthcare practice enters into performance-based billing arrangements whereby fees are tied to the attainment of contractually defined objectives, as a result of adopting the Company’s recommendations, which make up a portion of total revenues of $1.36 billion for the year ended December 31, 2023. Under performance-based billing arrangements, revenue is recognized based on an estimate of variable consideration and work completed to date versus the estimates of the total services to be provided under the engagement. Variable consideration is estimated based on a probability-weighted assessment of the fees to be earned, net of a constraint to limit the amount that could be reversed when the uncertainty is resolved. The principal considerations for our determination that performing procedures relating to revenue recognition under fixed-fee and Healthcare performance-based billing arrangements is a critical audit matter are the significant judgments by management when developing the estimates of revenue to be recognized for these billing arrangements, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions related to work completed to date versus management’s estimates of the total services to be provided for fixed-fee and performance-based billing arrangements and the probability of attaining contractually defined objectives in performance-based billing arrangements. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process under fixed-fee and performance-based billing arrangements. These procedures also included, among others, testing the accuracy of the total contract amounts and evaluating the reasonableness of management’s assumption of work completed to date versus management’s estimates of the total services to be provided for a sample of engagements by (i) inquiring with the Company’s employees regarding the expected remaining efforts, (ii) evaluating trends in past performance, and (iii) evaluating performance to date. Additionally, for performance based billing arrangements, procedures included, among others, for a sample of engagements (i) evaluating the reasonableness of management’s assumption of the probability of attaining the contractually defined objectives by inquiring with the Company’s employees regarding the expected remaining efforts and the probability weighting of variable consideration to be earned and by evaluating trends in past performance, (ii) evaluating the necessity of applying a constraint, and (iii) evaluating performance to date towards the attainment of contractually defined objectives. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 27, 2024 We have served as the Company's auditor since 2002. F-3 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 12,149 $ 11,834 Receivables from clients, net of allowances of $ 17,284 and $ 10,600 , respectively 162,566 147,852 Unbilled services, net of allowances of $ 5,984 and $ 3,850 , respectively 190,869 141,781 Income tax receivable 6,385 960 Prepaid expenses and other current assets 28,491 26,057 Total current assets 400,460 328,484 Property and equipment, net 23,728 26,107 Deferred income taxes, net 2,288 1,554 Long-term investments 75,414 91,194 Operating lease right-of-use assets 24,131 30,304 Other non-current assets 92,336 73,039 Intangible assets, net 18,074 23,392 Goodwill 625,711 624,966 Total assets $ 1,262,142 $ 1,199,040 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 10,074 $ 14,254 Accrued expenses and other current liabilities 33,087 27,268 Accrued payroll and related benefits 225,921 171,723 Current maturities of operating lease liabilities 11,032 10,530 Deferred revenues 22,461 21,909 Total current liabilities 302,575 245,684 Non-current liabilities: Deferred compensation and other liabilities 35,665 33,614 Long-term debt 324,000 290,000 Operating lease liabilities, net of current portion 38,850 45,556 Deferred income taxes, net 28,160 32,146 Total non-current liabilities 426,675 401,316 Commitments and contingencies Stockholders’ equity Common stock; $ 0.01 par value; 500,000,000 shares authorized; 21,316,441 and 22,507,159 shares issued, respectively 212 223 Treasury stock, at cost, 2,852,296 and 2,711,712 shares, respectively ( 142,136 ) ( 137,556 ) Additional paid-in capital 236,962 318,706 Retained earnings 415,027 352,548 Accumulated other comprehensive income 22,827 18,119 Total stockholders’ equity 532,892 552,040 Total liabilities and stockholders’ equity $ 1,262,142 $ 1,199,040 The accompanying notes are an integral part of the consolidated financial statements. F-4 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (In thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenues and reimbursable expenses: Revenues $ 1,362,060 $ 1,132,455 $ 905,640 Reimbursable expenses 36,695 26,506 21,318 Total revenues and reimbursable expenses 1,398,755 1,158,961 926,958 Operating expenses: Direct costs (exclusive of depreciation and amortization included below) 942,697 785,881 636,776 Reimbursable expenses 36,766 26,671 21,369 Selling, general and administrative expenses 257,488 209,381 178,084 Restructuring charges 11,550 9,909 12,401 Depreciation and amortization 24,906 27,359 25,489 Total operating expenses 1,273,407 1,059,201 874,119 Operating income 125,348 99,760 52,839 Other income (expense), net: Interest expense, net of interest income ( 19,573 ) ( 11,883 ) ( 8,150 ) Other income (expense), net ( 21,880 ) 20,700 35,347 Total other income (expense), net ( 41,453 ) 8,817 27,197 Income before taxes 83,895 108,577 80,036 Income tax expense 21,416 33,025 17,049 Net income $ 62,479 $ 75,552 $ 62,987 Earnings per share: Net income per basic share $ 3.32 $ 3.73 $ 2.94 Net income per diluted share $ 3.19 $ 3.64 $ 2.89 Weighted average shares used in calculating earnings per share: Basic 18,832 20,249 21,439 Diluted 19,601 20,746 21,809 Comprehensive income: Net income $ 62,479 $ 75,552 $ 62,987 Foreign currency translation adjustments, net of tax 512 ( 1,890 ) ( 925 ) Unrealized gain (loss) on investment, net of tax 7,811 ( 6,146 ) 1,169 Unrealized gain (loss) on cash flow hedging instruments, net of tax ( 3,615 ) 9,315 3,535 Other comprehensive income 4,708 1,279 3,779 Comprehensive income $ 67,187 $ 76,831 $ 66,766 The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share amounts) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income Stockholders' Equity Shares Amount Shares Amount Balance at December 31, 2020 24,560,855 $ 246 ( 2,812,896 ) $ ( 129,886 ) $ 454,512 $ 214,009 $ 13,061 $ 551,942 Comprehensive income 62,987 3,779 66,766 Issuance of common stock in connection with: Restricted stock awards, net of cancellations 475,250 5 101,236 4,020 ( 4,025 ) — Exercise of stock options 23,403 — 804 804 Purchase of business 74,671 1 3,322 3,323 Share-based compensation 23,971 23,971 Shares redeemed for employee tax withholdings ( 197,189 ) ( 10,103 ) ( 10,103 ) Share repurchases ( 1,265,261 ) ( 13 ) ( 64,790 ) ( 64,803 ) Balance at December 31, 2021 23,868,918 $ 239 ( 2,908,849 ) $ ( 135,969 ) $ 413,794 $ 276,996 $ 16,840 $ 571,900 Comprehensive income 75,552 1,279 76,831 Issuance of common stock in connection with: Restricted stock awards, net of cancellations 363,891 4 109,548 6,208 ( 6,212 ) — Exercise of stock options 36,536 — 1,421 1,421 Share-based compensation 30,991 30,991 Shares redeemed for employee tax withholdings ( 153,846 ) ( 7,795 ) ( 7,795 ) Share repurchases ( 2,037,752 ) ( 20 ) ( 121,288 ) ( 121,308 ) Balance at December 31, 2022 22,231,593 $ 223 ( 2,953,147 ) $ ( 137,556 ) $ 318,706 $ 352,548 $ 18,119 $ 552,040 Comprehensive income 62,479 4,708 67,187 Issuance of common stock in connection with: Restricted stock awards, net of cancellations 338,173 3 124,216 5,956 ( 5,959 ) — Exercise of stock options 51,266 1 2,523 2,524 Purchase of business 16,337 — 1,646 1,646 Share-based compensation 43,658 43,658 Shares redeemed for employee tax withholdings ( 146,390 ) ( 10,536 ) ( 10,536 ) Share repurchases ( 1,461,815 ) ( 15 ) ( 123,612 ) ( 123,627 ) Balance at December 31, 2023 21,175,554 $ 212 ( 2,975,321 ) $ ( 142,136 ) $ 236,962 $ 415,027 $ 22,827 $ 532,892 The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of Contents HURON CONSULTING GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 62,479 $ 75,552 $ 62,987 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 24,938 27,359 25,978 Non-cash lease expense 6,321 6,369 6,967 Lease-related impairment charges 6,248 211 — Share-based compensation 45,697 30,971 25,857 Amortization of debt discount and issuance costs 769 1,169 794 Allowances for doubtful accounts 421 141 13 Deferred income taxes ( 6,182 ) 18,784 12,480 Gain on sale of property and equipment, excluding transaction costs ( 64 ) ( 1,111 ) ( 343 ) Gain on sale of business, excluding transaction costs — — ( 32,824 ) Change in fair value of contingent consideration liabilities ( 490 ) ( 359 ) 173 Change in fair value of preferred stock investment 26,262 ( 26,964 ) — Other, net — 6 ( 78 ) Changes in operating assets and liabilities, net of acquisitions and divestiture: (Increase) decrease in receivables from clients, net ( 15,046 ) ( 25,847 ) ( 39,845 ) (Increase) decrease in unbilled services, net ( 49,051 ) ( 51,359 ) ( 38,820 ) (Increase) decrease in current income tax receivable / payable, net ( 5,139 ) 7,673 ( 2,723 ) (Increase) decrease in other assets ( 6,535 ) 2,532 ( 2,670 ) Increase (decrease) in accounts payable and other liabilities ( 6,948 ) ( 13,466 ) 10,394 Increase (decrease) in accrued payroll and related benefits 51,022 32,770 ( 2,636 ) Increase (decrease) in deferred revenues 560 969 ( 7,717 ) Net cash provided by operating activities 135,262 85,400 17,987 Cash flows from investing activities: Purchases of property and equipment ( 9,444 ) ( 12,547 ) ( 10,871 ) Investments in life insurance policies ( 3,074 ) ( 872 ) ( 1,245 ) Distributions from life insurance policies 2,956 3,377 — Purchases of businesses ( 1,613 ) ( 3,448 ) ( 44,819 ) Capitalization of internally developed software costs ( 25,742 ) ( 11,752 ) ( 4,889 ) Proceeds from note receivable 154 154 — Proceeds from sale of property and equipment 111 4,753 408 Divestiture of business — 207 41,273 Net cash used in investing activities ( 36,652 ) ( 20,128 ) ( 20,143 ) Cash flows from financing activities: Proceeds from exercises of stock options 2,524 1,421 804 Shares redeemed for employee tax withholdings ( 10,536 ) ( 7,795 ) ( 10,103 ) Share repurchases ( 122,757 ) ( 120,393 ) ( 64,612 ) Proceeds from bank borrowings 354,000 314,000 235,000 Repayments of bank borrowings ( 320,000 ) ( 256,780 ) ( 205,499 ) Payments for debt issuance costs ( 58 ) ( 2,686 ) — Deferred payments on business acquisition ( 1,500 ) ( 1,875 ) — Net cash used in financing activities ( 98,327 ) ( 74,108 ) ( 44,410 ) Effect of exchange rate changes on cash 32 ( 111 ) 170 Net increase (decrease) in cash and cash equivalents 315 ( 8,947 ) ( 46,396 ) Cash and cash equivalents at beginning of the period 11,834 20,781 67,177 Cash and cash equivalents at end of the period $ 12,149 $ 11,834 $ 20,781 Supplemental disclosure of cash flow information: Non-cash investing and financing activities: Property and equipment expenditures and capitalized software included in current liabilities $ 5,156 $ 3,784 $ 4,733 Common stock issued related to purchases of businesses $ 1,646 $ — $ 3,323 Contingent consideration accrued related to purchases of businesses $ 374 $ 1,185 $ 1,800 Share repurchases included in current liabilities $ 1,030 $ 1,107 $ 191 Excise tax on net share repurchases included in current liabilities $ 947 $ — $ — Cash paid during the year for: Interest $ 27,006 $ 12,246 $ 7,976 Income taxes $ 33,849 $ 13,485 $ 8,449 The accompanying notes are an integral part of the consolidated financial statements. F-7 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 1. Description of Business Huron is a global professional services firm that partners with clients to develop growth strategies, optimize operations and accelerate digital transformation, including using an enterprise portfolio of technology, data and analytics solutions, to empower clients to own their future. By collaborating with clients, embracing diverse perspectives, encouraging new ideas and challenging the status quo, we create sustainable results for the organizations we serve. We provide our services and products and manage our business under three operating segments: Healthcare, Education, and Commercial, which align our business by industry. The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities. We also provide revenue reporting across two principal capabilities: i) Consulting and Managed Services and ii) Digital, which are methods by which we deliver our services and products. See Note 19 “Segment Information” for a discussion of our three segments. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements reflect the financial position at December 31, 2023 and 2022, and the results of operations and cash flows for the years ended December 31, 2023, 2022, and 2021. The consolidated financial statements include the accounts of Huron Consulting Group Inc. and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Actual results may differ from these estimates and assumptions. Revenue Recognition We generate substantially all of our revenues from providing professional services to our clients. We also generate revenues from software licenses; software support and maintenance and subscriptions to our cloud-based analytic tools and solutions; speaking engagements; conferences; and publications. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, we allocate the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on our overall pricing objectives, taking into consideration market conditions and other factors. Revenue is recognized when control of the goods and services provided are transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when we satisfy the performance obligations. We generate our revenues under four types of billing arrangements: fixed-fee (including software license revenue); time-and-expense; performance-based; and software support, maintenance and subscriptions. • Fixed-fee (including software license revenue): In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements. We generally recognize revenues under fixed-fee billing arrangements using a proportionate performance approach, which is based on work completed to date versus our estimates of the total services to be provided under the engagement. Contracts within our culture and organizational excellence solution include fixed-fee partner contracts with multiple performance obligations, which primarily consist of coaching services, as well as speaking engagements, conferences, publications and software products (“Partner Contracts”). Revenues for coaching services and software products are generally recognized on a straight-line basis over the length of the contract. All other revenues under Partner Contracts, including speaking engagements, conferences and publications, are recognized at the time the goods or services are provided. Estimates of total engagement revenues and cost of services are monitored regularly during the term of the engagement. F-8 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) We also generate revenues from software licenses for our revenue cycle management software and research administration and compliance software. Licenses for our revenue cycle management software are sold only as a component of our consulting projects, and the services we provide are essential to the functionality of the software. Therefore, revenues from these software licenses are recognized over the term of the related consulting services contract. License revenue from our research administration and compliance software is generally recognized in the month in which the software is delivered. • Time-and-expense: Under time-and-expense billing arrangements, we invoice our clients based on the number of hours worked by our revenue-generating professionals at agreed upon rates. Time-and-expense arrangements also include certain speaking engagements, conferences, and publications purchased by our clients outside of Partner Contracts within our culture and organizational excellence solution and the portion of our Healthcare managed services contracts that are billed under time-and-expense arrangements. We recognize revenues under time-and-expense arrangements as the related services or publications are provided, using the right to invoice practical expedient which allows us to recognize revenue in the amount that we have a right to invoice based on the number of hours worked and the agreed upon hourly rates or the value of the speaking engagements, conferences or publications purchased by our clients. • Performance-based: In performance-based billing arrangements, fees are tied to the attainment of contractually defined objectives. We enter into performance-based engagements in essentially two forms. First, we generally earn fees that are directly related to the savings formally acknowledged by the client as a result of adopting our recommendations for improving operational and cost effectiveness in the areas we review. Second, we earn a success fee when and if certain predefined outcomes occur. We recognize revenue under performance-based billing arrangements using the following steps: 1) estimate variable consideration using a probability-weighted assessment of the fees to be earned, 2) apply a constraint to the estimated variable consideration to limit the amount that could be reversed when the uncertainty is resolved (the “constraint”), and 3) recognize revenue of estimated variable consideration, net of the constraint, based on work completed to date versus our estimates of the total services to be provided under the engagement. • Software support, maintenance and subscriptions: Clients that have purchased one of our software licenses can pay an annual fee for software support and maintenance. We also generate subscription revenue from our cloud-based analytic tools and solutions. Software support, maintenance and subscription revenues are recognized ratably over the support or subscription period. These fees are generally billed in advance and included in deferred revenues until recognized. Provisions are recorded for the estimated realization adjustments on all engagements, including engagements for which fees are subject to review by the bankruptcy courts. Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket expenses incurred in connection with client engagements, are included in total revenues and reimbursable expenses. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. The payment terms and conditions in our customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenues in the consolidated balance sheets. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled services. Revenues recognized, but for which we are not yet entitled to bill because certain events, such as the completion of the measurement period or client approval, must occur, are recorded as contract assets and included within unbilled services. Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. Capitalized Sales Commissions Sales commissions earned by our sales professionals are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions with an expected amortization period greater than one year are deferred and amortized on a straight-line basis over the period of the associated contract. We elected to apply the practical expedient to expense sales commissions as incurred when the expected amortization period is one year or less. Amortization expense is recorded to direct costs. During the years ended December 31, 2023, 2022, and 2021, we amortized $ 0.2 million, $ 0.3 million, and $ 0.4 million, respectively, of capitalized sales commissions. Unamortized sales commissions were $ 0.4 million as of both December 31, 2023 and 2022. Allowances for Doubtful Accounts and Unbilled Services We maintain allowances for doubtful accounts and unbilled services based on several factors, including the estimated cash realization from amounts due from clients, an assessment of a client’s ability to make required payments, and the historical percentages of fee adjustments and write-offs by age of receivables and unbilled services. The allowances are assessed by management on a regular basis. These F-9 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) estimates may differ from actual results. If the financial condition of a client deteriorates in the future, impacting the client’s ability to make payments, an increase to our allowance might be required or our allowance may not be sufficient to cover actual write-offs. We record the provision for doubtful accounts and unbilled services as a reduction in revenue. To the extent we write-off accounts receivable due to a client's inability to pay, the charge is recognized as a component of selling, general and administrative expenses. Direct Costs Direct costs primarily consist of payroll costs for our revenue-generating professionals which includes salaries, performance bonuses, share-based compensation, signing and retention bonuses, payroll taxes and benefits. Direct costs also include fees paid to independent contractors that we retain to supplement our revenue-generating professionals, typically on an as-needed basis for specific client engagements, as well as technology costs, product and event costs, and commissions. Direct costs exclude amortization of intangible assets and software development costs and reimbursable expenses, both of which are separately presented in our consolidated statements of operations. Direct costs are expensed in the period incurred. Cash and Cash Equivalents We consider all highly liquid investments, including overnight investments and commercial paper, with original maturities of three months or less to be cash equivalents. Concentrations of Credit Risk To the extent receivables from clients become delinquent, collection activities commence. No single client balance is considered large enough to pose a material credit risk. The allowances for doubtful accounts and unbilled services are based upon the expected ability to collect accounts receivable and bill and collect unbilled services. Management does not anticipate incurring losses on accounts receivable in excess of established allowances. See Note 19 “Segment Information” for concentration of accounts receivable and unbilled services. We hold our cash in accounts at multiple third-party financial institutions. These deposits, at times, may exceed federally insured limits. We review the credit ratings of these financial institutions, regularly monitor the cash balances in these accounts, and adjust the balances as appropriate. However, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. Long-term Investments Our long-term investments consist of our convertible debt investment in Shorelight Holdings, LLC (“Shorelight”) and preferred stock investment in a hospital-at-home company. We classified the convertible debt investment in Shorelight as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. The investment is carried at fair value with unrealized holding gains and losses reported in other comprehensive income. If the investment is in an unrealized loss position due to significant credit deterioration of the investee, we recognize an allowance to decrease the carrying value of the investment to the fair value, which may be reversed in the event that the credit of an issuer improves. In the event there are realized gains and losses or credit allowances recognized, we will record the amount in earnings. We have not realized any gains or losses or recognized any credit allowance on our convertible debt investment as of December 31, 2023. See Note 13 “Fair Value of Financial Instruments” for additional information on our convertible debt investment. We classified the preferred stock investment in the hospital-at-home company as an equity security without a readily determinable value at the time of purchase and reevaluate such classification as of each balance sheet date. We elected to apply the measurement alternative at the time of purchase and will continue to do so until the investment does not qualify to be so measured. Under the measurement alternative, the investment is carried at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the company. On a quarterly basis, we review the information available to determine whether an orderly and observable transaction for the same or similar equity instrument occurred or if factors indicate that a significant decrease in value has occurred. We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded in our consolidated statement of operations. See Note 13 “Fair Value of Financial Instruments” for additional information on our preferred stock investment, including the cumulative unrealized gains recognized since our initial investment and the impairment loss recognized in 2023. Fair Value of Financial Instruments See Note 13 “Fair Value of Financial Instruments” for the accounting policies used to measure the fair value of our financial assets and liabilities that are measured at fair value on a recurring basis. F-10 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation, and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Software, computers, and related equipment are depreciated over an estimated useful life of two to four years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the initial term of the lease. Leases We determine if an arrangement contains a lease and the classification of such lease at inception. As of December 31, 2023 and 2022, all of our material leases are classified as operating leases; we have not entered into any material finance leases. For all operating leases with an initial term greater than 12 months, we recognize an operating lease right-of-use (“ROU”) asset and operating lease liability. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date and provided by the administrative agent for our senior secured credit facility in determining the present value of lease payments. Operating lease ROU assets exclude lease incentives. We elected the practical expedient to combine lease and nonlease components. Certain lease agreements contain variable lease payments that do not depend on an index or rate. These variable lease payments are not included in the calculation of the operating lease ROU asset and operating lease liability; instead, they are expensed as incurred. Our leases may contain options to extend or terminate the lease, and we include these terms in our calculation of the operating lease ROU asset and operating lease liability when it is reasonably certain that we will exercise the option. Operating lease expense is recognized on a straight-line basis over the lease term and recorded within selling, general and administrative expenses on our consolidated statement of operations. In accordance with our accounting policy for impairment of long-lived assets, operating lease ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease ROU asset is assigned may not be recoverable. We evaluate the recoverability of the asset group based on forecasted undiscounted cash flows. See Note 5 “Leases” for additional information on our leases, including the lease impairment charges recorded in 2023 and 2022. Software Development Costs We incur internal and external software development costs related to our cloud computing applications and software for internal use. We capitalize these software development costs incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the project is substantially complete and ready for its intended use, these costs are amortized on a straight-line basis over the technology's estimated useful life. Acquired technology assets are initially recorded at fair value and amortized on a straight-line basis over the estimated useful life. Development costs related to software products that will be sold, leased, or otherwise marketed are expensed until technological feasibility has been established. Thereafter, and until the software is available for general release to customers, these software development costs are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. These capitalized development costs are amortized in proportion to current and future revenue for each product with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the product. We did not capitalize any material development costs for this type of software during 2023 or 2022. We classify capitalized software development costs, which primarily relate to cloud computing applications and software for internal use, as other non-current assets on our consolidated balance sheet. As of December 31, 2023, gross capitalized software development costs and related accumulated amortization was $ 72.3 million and $ 26.8 million, respectively. As of December 31, 2022, gross capitalized software development costs and related accumulated amortization was $ 47.7 million and $ 21.5 million, respectively. During the years ended December 31, 2023, 2022, and 2021, we amortized $ 6.5 million, $ 5.9 million, and $ 5.2 million, respectively, of capitalized software development costs. Additionally, in 2023, we recognized a $ 0.3 million restructuring charge for the abandonment of a capitalized software development project. F-11 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Implementation Costs Incurred in a Cloud Computing Arrangement We incur costs to implement cloud computing arrangements that are service contracts. We capitalize certain costs associated with the implementation of the cloud computing arrangements, including employee payroll and related benefits and third party consulting costs, incurred during the application development stage of a project. These costs are amortized on a straight-line basis over the term of the hosting service contracts, including renewal periods we are reasonably certain to exercise, and recognized as a component of selling, general and administrative expenses on our consolidated statement of operations. As of December 31, 2023, gross capitalized implementation costs incurred in a cloud computing arrangement and related accumulated amortization was $ 7.2 million and $ 2.2 million, respectively. As of December 31, 2022, gross capitalized implementation costs incurred in a cloud computing arrangement and related accumulated amortization was $ 6.5 million and $ 1.5 million, respectively. During the years ended December 31, 2023, 2022 and 2021 we recognized amortization of our capitalized implementation costs of $ 0.7 million, $ 1.2 million and $ 0.9 million, respectively. Of the $ 1.2 million amortization for capitalized implementation costs in 2022, $ 0.3 million was recognized as a restructuring charge as it related to accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use. Our capitalized implementation costs primarily relate to the implementation of a new ERP system. In January 2021, we successfully went live with the new ERP system, and we continue to progress with additional functionality and integrations as scheduled. These capitalized costs are included as a component of prepaid expenses and other current assets and other non-current assets on our consolidated balance sheet. Intangible Assets Other Than Goodwill Identifiable intangible assets are amortized over their expected useful lives using a method that reflects the economic benefit expected to be derived from the assets or on a straight-line basis. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Impairment of Long-Lived Assets Long-lived assets, including property and equipment, right-of-use assets, and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a significant decline in forecasted operating results over an extended period of time. We evaluate the recoverability of long-lived assets based on forecasted undiscounted cash flows. See Note 5 “Leases” and Note 11 “Restructuring Charges” for information on our operating lease ROU asset impairment charges recorded in 2023 and 2022 and fixed asset impairment charges recorded in 2023. No material impairment charges for other long-lived assets were recorded in 2023, 2022, or 2021. Goodwill For acquisitions accounted for as a business combination, goodwill represents the excess of the cost over the fair value of the net assets acquired. We are required to test goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. We perform our annual goodwill impairment test as of November 30 and monitor for interim triggering events on an ongoing basis. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. We assign goodwill to reporting units based on our integration plans and the expected synergies resulting from the acquisition. As of December 31, 2023, we have three reporting units: Healthcare, Education, and Commercial. In 2023, we performed the annual goodwill impairment test as of November 30, 2023, pursuant to our policy, and determined that no impairment of goodwill existed as of that date. Further, we evaluated whether any events have occurred, or any circumstances have changed since November 30, 2023 that would indicate goodwill may have become impaired since our annual impairment test. Based on our evaluation as of December 31, 2023, we determined that no indications of impairment have arisen since our annual goodwill impairment test. In 2022, we performed two goodwill impairment tests: an interim impairment test for each of our reporting units as of January 1, 2022 in connection with the operating model modification and the annual impairment test for each of our reporting units as of November 30. We did not identify any impairments during our interim or annual impairment tests performed during 2022. In 2021, we performed the annual goodwill impairment test as of November 30, 2021, pursuant to our policy, and determined that no impairment of goodwill existed as of that date. See Note 4 “Goodwill and Intangible Assets” for additional information on our interim and annual goodwill impairment tests. F-12 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Business Combinations We use the acquisition method of accounting for business combinations . Each acquired company’s operating results are included in our consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. The contract assets and contract liabilities acquired are recorded at their carrying value under Topic 606: Revenue from Contracts with Customers . All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. Goodwill is recognized for the excess of purchase price over the net value of tangible and intangible assets acquired and liabilities assumed. Contingent consideration, which is primarily based on the business achieving certain performance targets, is recognized at its fair value on the acquisition date, and changes in fair value are recognized in earnings until settled. Refer to Note 3 “Acquisitions and Divestiture” for additional information on our business acquisitions and refer to Note 13 “Fair Value of Financial Instruments” for additional information regarding our contingent acquisition liability balances. Income Taxes Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. We have elected to recognize the tax expense related to Global Intangible Low-Taxed Income (“GILTI”) as a current period expense when incurred. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred tax assets will not likely be recovered from future taxable income, a valuation allowance is established against such deferred tax assets. Refer to Note 17 “Income Taxes” for further information regarding incomes taxes. Share-Based Compensation Share-based compensation cost is measured based on the grant date fair value of the respective awards. We generally recognize share-based compensation ratably using the straight-line attribution method; however, for those awards with performance criteria and graded vesting features, we use the graded vesting attribution method. It is our policy to account for forfeitures as they occur. Refer to Note 16 “Equity Incentive Plan” for further information regarding share-based compensation. Sponsorship and Advertising Costs Sponsorship and advertising costs are expensed as incurred. Such expenses for the years ended December 31, 2023, 2022, and 2021 totaled $ 7.3 million, $ 6.3 million, and $ 4.3 million, respectively, and are a component of selling, general and administrative expenses on our consolidated statement of operations. Debt Issuance Costs We amortize the costs we incur to obtain debt financing over the contractual life of the related debt using the straight-line method. The amortization expense is included in interest expense, net of interest income in our statement of operations. Unamortized debt issuance costs attributable to our senior secured revolving credit facility are included as a component of other non-current assets. Foreign Currency Assets and liabilities of foreign subsidiaries whose functional currency is not the United States Dollar (USD) are translated into USD using the exchange rates in effect at period end. Revenue and expense items are translated using the average exchange rates for the period. Foreign currency translation adjustments are included in accumulated other comprehensive income, which is a component of stockholders’ equity. Foreign currency transaction gains and losses are included in other income, net on the consolidated statement of operations. We recognized $ 0.5 million of foreign currency transaction losses in 2023, $ 0.7 million of foreign currency transaction gains in 2022, and $ 0.4 million of foreign currency transaction losses in 2021. Segment Reporting Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. As of December 31, 2023, our chief operating decision maker manages the business under three operating segments, which are our reportable segments: Healthcare, Education, and Commercial. F-13 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) New Accounting Pronouncements Not Yet Adopted On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates the segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2024 and for interim reporting periods beginning in fiscal year 2025, with early adoption permitted, and is required to be applied retrospectively. We are currently evaluating the impact this guidance will have on our disclosures within our consolidated financial statements. On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which updates annual income tax disclosures by requiring disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We are currently evaluating the impact this guidance will have on our disclosures within our consolidated financial statements. 3. Acquisitions and Divestiture Acquisitions 2023 Roundtable Analytics, Inc. On September 1, 2023, we completed the acquisition of Roundtable Analytics, Inc. (“Roundtable”), a healthcare analytics company. The results of operations of Roundtable are included within our consolidated financial statements and results of operations of our Healthcare segment from the date of the acquisition. The acquisition of Roundtable is not significant to our consolidated financial statements as of and for the year ended December 31, 2023. 2022 AIMDATA, LLC On January 18, 2022, we completed the acquisition of AIMDATA, LLC (“AIMDATA”), an advisory and implementation consulting services firm focused on strategy, technology and business transformation. The results of operations of AIMDATA are included within our consolidated financial statements as of the acquisition date and allocated among our three operating industries, which are our reportable segments, based on the engagements delivered by the business. Customer Evolution, LLC Effective December 31, 2022, we completed the acquisition of Customer Evolution, LLC (“Customer Evolution”), a healthcare advisory and technology implementation consulting services firm. The results of operations of Customer Evolution are included in our consolidated financial statements and results of operations of our Healthcare segment beginning January 1, 2023. The acquisitions of AIMDATA and Customer Evolution are not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2022. 2021 Unico Solution, Inc. On February 1, 2021, we completed the acquisition of Unico Solution, Inc. (“Unico Solutions”), a data strategy and technology consulting firm focused on helping clients enhance the use of their data to speed business transformation and accelerate cloud adoption. The acquisition expands our cloud-based technology offerings within our Digital capability. The results of operations of Unico Solutions are included in our consolidated financial statements from the date of acquisition. The results of operations were initially recognized within our legacy Business Advisory segment and subsequently allocated among our three operating industries, which are our reportable segments, based on the engagements delivered by the business. F-14 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Bad Rabbit, Inc. On October 1, 2021, we completed the acquisition of the research administration software services team of Bad Rabbit, Inc. (“Bad Rabbit”). The results of operations of Bad Rabbit are included in our consolidated financial statements and results of operations of our Education segment from the date of acquisition. Whiteboard Communications Ltd. On December 1, 2021, we completed the acquisition of Whiteboard Communications Ltd. (“Whiteboard”), a student enrollment advisory firm that helps colleges and universities with recruitment initiatives and financial aid strategies. The results of operations of Whiteboard are included in our consolidated financial statements and results of operations of our Education segment from the date of acquisition. Perception Health, Inc. On December 31, 2021, we completed the acquisition of Perception Health, Inc. (“Perception Health”), a healthcare predictive analytics company focused on bringing data sources together for improved clinical and business decision-making. The results of operations of Perception Health are included in our consolidated financial statements and results of operations of our Healthcare segment beginning January, 1, 2022. The acquisitions of Unico Solutions, Bad Rabbit, Whiteboard and Perception Health are not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2021. The finalized measurement of assets acquired and liabilities assumed in the Whiteboard and Perception Health acquisitions were completed in the first quarter of 2022. Divestiture 2021 Life Sciences On November 1, 2021, we completed the divestiture of our Life Sciences business, a reporting unit within our legacy Business Advisory segment, to a third-party. In connection with the sale, we recorded a $ 31.5 million pretax gain which is included in other income, net on our consolidated statement of operations. The Life Sciences business was not significant to our consolidated financial statements and did not qualify as a discontinued operation for reporting under GAAP. For the ten months ended October 31, 2021, this business generated $ 16.7 million of revenues. F-15 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 4. Goodwill and Intangible Assets The table below sets forth the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022. Healthcare Education Commercial (1) Total Balance as of December 31, 2021: Goodwill $ 642,951 $ 121,570 $ 312,250 $ 1,076,771 Accumulated impairment losses ( 208,081 ) — ( 247,811 ) ( 455,892 ) Goodwill, net as of December 31, 2021 $ 434,870 $ 121,570 $ 64,439 $ 620,879 Goodwill reallocation, net (1) 18,057 ( 1,417 ) ( 16,640 ) — Goodwill recorded in connection with business combinations (2) 1,287 2,082 718 4,087 Balance as of December 31, 2022: Goodwill 644,238 123,652 312,968 1,080,858 Accumulated impairment losses ( 190,024 ) ( 1,417 ) ( 264,451 ) ( 455,892 ) Goodwill, net as of December 31, 2022 $ 454,214 $ 122,235 $ 48,517 $ 624,966 Goodwill recorded in connection with business combinations (2) 745 — — 745 Balance as of December 31, 2023: Goodwill 644,983 123,652 312,968 1,081,603 Accumulated impairment losses ( 190,024 ) ( 1,417 ) ( 264,451 ) ( 455,892 ) Goodwill, net as of December 31, 2023: $ 454,959 $ 122,235 $ 48,517 $ 625,711 (1) The balances shown as of December 31, 2021 within the Commercial segment related to our Business Advisory segment prior to the modification of our operating model. Effective January 1, 2022, we reallocated a portion of the goodwill, net of accumulated impairment losses within our Business Advisory segment to our Healthcare and Education segments. The remaining goodwill, net of accumulated impairment losses was allocated to our new Commercial segment. See below for additional information on the modification of our operating model in 2022. (2) See Note 3 “Acquisitions and Divestiture” for additional information on business combinations completed in 2023, 2022 and 2021. 2023 Annual Goodwill Impairment Test Pursuant to our policy, we performed our annual goodwill impairment test as of November 30, 2023 for our three reporting units: Healthcare, Education, and Commercial. We performed a qualitative assessment over all reporting units to determine if it was more likely than not the respective fair values of these reporting units were less than their carrying amounts, including goodwill. For our qualitative assessment, we considered the most recent quantitative analysis performed for each reporting unit, which was as of January 1, 2022, including the key assumptions used within that analysis, the indicated fair values, and the amount by which those fair values exceeded their carrying amounts. One of the key assumptions used within the prior quantitative analysis was our internal financial projections; therefore, we considered the actual performance of each reporting unit during 2022 and 2023 compared to the internal financial projections used, as well as specific outlooks for each reporting unit based on our most recent internal financial projections. We also reviewed the current carrying value of each reporting unit in comparison to the carrying values as of the prior quantitative analysis. In addition, we considered various factors, including macroeconomic conditions, relevant industry and market trends for each reporting unit, and other entity-specific events, that could indicate a potential change in the fair value of our reporting units or the composition of their carrying values. Based on our assessments, we determined that it was more likely than not that the fair values for each of our reporting units exceeded their respective carrying amounts. As such, the goodwill for our reporting units was not considered impaired as of November 30, 2023, and a quantitative goodwill impairment analysis was not necessary. Further, we evaluated whether any events have occurred or any circumstances have changed since November 30, 2023 that would indicate goodwill may have become impaired since our annual impairment test. Based on our evaluation as of December 31, 2023, we determined that no indications of impairment have arisen since our annual goodwill impairment test. The results of an impairment analysis are as of a point in time. There is no assurance that the actual future earnings or cash flows of our reporting units will be consistent with our projections. We will monitor any changes to our assumptions and will evaluate goodwill as deemed warranted during future periods. Any significant decline in our operations could result in non-cash goodwill impairment charges. F-16 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) First Quarter 2022 Goodwill Reallocation and Goodwill Impairment Test Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities. To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments: Healthcare, Education and Commercial. The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities. In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries. The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment. The three reportable segments of Healthcare, Education and Commercial are also our reporting units for goodwill impairment testing purposes. As a result of the reorganization, we reallocated the goodwill balances of our historical reporting units to our new reporting units based on the relative estimated fair values of each component of the historical reporting units to be allocated to the new reporting units. Additionally, we performed a goodwill impairment test on the goodwill balances of each of our reporting units as of January 1, 2022 by comparing the fair value of the reporting unit to its carrying value, including the reallocated goodwill. Based on the results of the goodwill impairment test, we determined the fair values of the Healthcare, Education, and Commercial reporting units exceeded their carrying values by 37 %, 199 %, and 105 %, respectively. As such, we concluded that there was no indication of goodwill impairment for all three reporting units as of January 1, 2022. We relied on the income approach to estimate the fair value of the reporting units for both the goodwill reallocation and the goodwill impairment test. The income approach utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by each business and then discounting those cash flows to present value, reflecting the relevant risks associated with each reporting unit and the time value of money. This approach requires the use of significant estimates and assumptions, including forecasted revenue growth rates, forecasted EBITDA margins, and discount rates that reflect the risk inherent in the future cash flows. In estimating future cash flows, we relied on internally generated ten-year forecasts. Our forecasts are based on historical experience, current backlog, expected market demand, and other industry information. Intangible Assets Intangible assets as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Useful Life in Years Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships 5 to 10 $ 60,636 $ 48,928 $ 74,583 $ 57,219 Technology and software 2 to 5 16,230 10,195 13,330 7,975 Trade names 6 6,000 6,000 6,000 5,907 Non-competition agreements 4 to 5 720 389 920 340 Total $ 83,586 $ 65,512 $ 94,833 $ 71,441 Identifiable intangible assets with finite lives are amortized over their estimated useful lives. Customer relationships and customer contracts, as well as certain trade names and technology and software, are amortized on an accelerated basis to correspond to the cash flows expected to be derived from the assets. All other intangible assets with finite lives are amortized on a straight-line basis. F-17 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Intangible assets amortization expense was $ 8.2 million, $ 11.2 million, and $ 9.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. The table below sets forth the estimated annual amortization expense for each of the five succeeding years for the intangible assets recorded as of December 31, 2023. Year Ending December 31, Estimated Amortization Expense 2024 $ 5,554 2025 $ 4,344 2026 $ 3,112 2027 $ 2,127 2028 $ 1,524 Actual future amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, and other factors. 5. Leases We lease office space, data centers and certain equipment under operating leases expiring on various dates through 2030, with various renewal options that can extend the lease terms by one to ten years . Our operating leases include fixed payments plus, in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of real estate taxes, insurance and operating expenses. We exclude these variable payments from the measurements of our lease liabilities and expense them as incurred. We elected the practical expedient to combine lease and nonlease components. No lease agreements contain any residual value guarantees or material restrictive covenants. As of December 31, 2023, we have not entered into any material finance leases. We sublease certain office spaces to third parties resulting from restructuring activities in certain locations. Lease Impairment Charges Operating lease right-of-use (“ROU”) assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease ROU asset is assigned may not be recoverable. First, we test the asset group for recoverability by comparing the undiscounted cash flows of the asset group, which include expected future lease and nonlease payments related to the lease agreement offset by expected sublease income, to the carrying amount of the asset group. If the first step of the long-lived asset impairment test concludes that the carrying amount of the asset group is not recoverable, we perform the second step of the long-lived asset impairment test by comparing the fair value of the asset group to its carrying amount and recognizing a lease impairment charge for the amount by which the carrying amount exceeds the fair value. To estimate the fair value of the asset group, we rely on a discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate. During the years ended December 31, 2023 and 2022, we recognized non-cash lease-related impairment charges of $ 6.3 million and $ 0.2 million, respectively. No lease-related impairment charges were recognized during 2021. 2023 During 2023, we exited our office spaces in Hillsboro, Oregon and Lexington, Massachusetts, resulting in non-cash impairment charges of $ 5.4 million, of which $ 4.0 million was allocated to the operating lease ROU assets and $ 1.4 million was allocated to the related fixed assets based on their relative carrying amounts. Additionally, in 2023, we recognized $ 0.9 million of lease-related impairment charges driven by updated sublease assumptions for our previously vacated office spaces in Hillsboro, Oregon; New York, New York; and Lake Oswego, Oregon. Of the $ 0.9 million, $ 0.5 million was allocated to the fixed assets related to the office spaces and $ 0.4 million was allocated to the operating lease ROU assets based on their relative carrying amounts. 2022 The $ 0.2 million lease-related impairment charge recognized in 2022 resulted from updated sublease assumptions for our previously vacated office space in New York City, New York and was allocated to the operating lease ROU asset. See Note 11 “Restructuring Charges” for additional information on our restructuring activities. F-18 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Additional information on our operating leases as of December 31, 2023 and 2022 follows. As of December 31, Balance Sheet 2023 2022 Operating lease right-of-use assets $ 24,131 $ 30,304 Current maturities of operating lease liabilities $ 11,032 $ 10,530 Operating lease liabilities, net of current portion 38,850 45,556 Total lease liabilities $ 49,882 $ 56,086 Year Ended December 31, Lease Cost 2023 2022 2021 Operating lease cost $ 8,514 $ 8,877 $ 9,755 Short-term leases (1) 608 263 225 Variable lease costs 3,908 4,587 3,765 Sublease income ( 2,157 ) ( 1,921 ) ( 1,660 ) Net lease cost (2) $ 10,873 $ 11,806 $ 12,085 (1) Includes variable lease costs related to short-term leases. (2) Net lease cost includes $ 1.8 million, $ 2.0 million and $ 2.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, recorded as restructuring charges as they relate to vacated office spaces. See Note 11 “Restructuring Charges” for additional information on our vacated office spaces. The table below summarizes the remaining expected lease payments under our operating leases as of December 31, 2023. Future Lease Payments December 31, 2023 2024 $ 12,939 2025 12,841 2026 12,056 2027 8,422 2028 5,030 Thereafter 3,594 Total operating lease payments $ 54,882 Less: imputed interest ( 5,000 ) Present value of operating lease liabilities $ 49,882 Year Ended December 31, Other Information 2023 2022 2021 Cash paid for operating lease liabilities $ 13,107 $ 12,634 $ 12,573 Operating lease liabilities arising from obtaining operating lease right-of-use assets $ 4,678 $ 1,908 $ 2,960 Weighted average remaining lease term - operating leases 4.5 years 5.3 years 6.1 years Weighted average discount rate - operating leases 4.4 % 4.2 % 4.1 % F-19 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 6. Property and Equipment, Net Depreciation expense for property and equipment was $ 10.2 million, $ 10.3 million, and $ 11.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, during the years ended December 31, 2023 and 2021, we recognized less than $ 0.1 million and $ 0.4 million, respectively, of accelerated depreciation expense for fixed assets related to vacated office spaces. There was no accelerated depreciation expense for fixed assets related to vacated office spaces during 2022. This accelerated depreciation expense is included as a component of restructuring charges. See Note 11 “Restructuring Charges” for additional information on our restructuring charges incurred in 2023, 2022 and 2021. Property and equipment, net at December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Computers, related equipment, and software $ 40,174 $ 35,296 Leasehold improvements 33,290 37,202 Furniture and fixtures 10,066 11,386 Assets under construction 866 289 Property and equipment 84,396 84,173 Accumulated depreciation and amortization ( 60,668 ) ( 58,066 ) Property and equipment, net $ 23,728 $ 26,107 7. Financing Arrangements The Company has a $ 600 million five-year senior secured revolving credit facility, subject to the terms of a Third Amended and Restated Credit Agreement dated as of November 15, 2022 and amended by Amendment No. 1 (collectively, the “Amended Credit Agreement”) that becomes due and payable in full upon maturity on November 15, 2027 . In February 2024, the Company entered into Amendment No. 2 (the “Second Amendment”) to the Amended Credit Agreement to establish a $ 275 million term loan as discussed below under “2024 Term Loan.” Prior to the Second Amendment, the Amended Credit Agreement provided the option to increase the revolving credit facility or establish term loan facilities in an aggregate amount up to $ 250 million, subject to customary conditions and the approval of any lender whose commitment would be increased, resulting in a maximum available principal amount under the Amended Credit Agreement of $ 850 million. The initial borrowings under the revolving credit facility were used to refinance borrowings outstanding under a prior credit agreement, and future revolving credit facility borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes. Fees and interest on borrowings under the revolving credit facility vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement). At our option, these borrowings will bear interest at one, three or six month Term SOFR or an alternate base rate, in each case plus the applicable margin. The applicable margin will fluctuate between 1.125 % per annum and 1.875 % per annum, in the case of Term SOFR borrowings, or between 0.125 % per annum and 0.875 % per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time. In April 2023, the Company and PNC Capital Markets, LLC, as Sustainability Structuring Agent, with the consent of the Required Lenders (as defined in the Amended Credit Agreement), entered into Amendment No. 1 to the Amended Credit Agreement (the “First Amendment”) to incorporate specified key performance indicators with respect to certain environmental, social and governance targets of the Company. Based upon the performance of the Company against those key performance indicators in each Reference Year (as defined in the First Amendment), certain adjustments to the otherwise applicable rates for interest, commitment fees and letter of credit fees will be made. These annual adjustments will not exceed an increase or decrease of 0.01 % in the aggregate for all key performance indicators in the case of the commitment fee rate or an increase or decrease of 0.05 % in the aggregate for all key performance indicators in the case of the Term SOFR borrowings, base rate borrowings or letter of credit fee rate. Amounts borrowed under the Amended Credit Agreement may be prepaid at any time without premium or penalty. We are required to prepay the amounts outstanding under the Amended Credit Agreement in certain circumstances, including upon an Event of Default (as defined in the Amended Credit Agreement). In addition, we have the right to permanently reduce or terminate the unused portion of the commitments provided under the Amended Credit Agreement at any time. The loans and obligations under the Amended Credit Agreement are secured pursuant to a Third Amended and Restated Security Agreement (the “Security Agreement”) and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) with Bank of America, N.A. as collateral agent, pursuant to which the Company and the subsidiary guarantors grant Bank of America, N.A., for the ratable F-20 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) benefit of the lenders under the Amended Credit Agreement, a first-priority lien, subject to permitted liens, on substantially all of the personal property assets of the Company and the subsidiary guarantors, and a pledge of 100 % of the stock or other equity interests in all domestic subsidiaries and 65 % of the stock or other equity interests in each “material first-tier foreign subsidiary” (as defined in the Pledge Agreement) entitled to vote and 100% of the stock or other equity interests in each material first-tier foreign subsidiary not entitled to vote. The Amended Credit Agreement contains usual and customary representations and warranties; affirmative and negative covenants, which include limitations on liens, investments, additional indebtedness, and restricted payments; and two quarterly financial covenants as follows: (i) a maximum Consolidated Leverage Ratio (defined as the ratio of debt to consolidated EBITDA) of 3.75 to 1.00; however the maximum permitted Consolidated Leverage Ratio will increase to 4.25 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in the Amended Credit Agreement), and (ii) a minimum Consolidated Interest Coverage Ratio (defined as the ratio of consolidated EBITDA to interest) of 3.00 to 1.00. Consolidated EBITDA for purposes of the financial covenants is calculated on a continuing operations basis and includes adjustments to add back non-cash goodwill impairment charges, share-based compensation costs, certain non-cash restructuring charges, pro forma historical EBITDA for businesses acquired, and other specified items in accordance with the Amended Credit Agreement. For purposes of the Consolidated Leverage Ratio total debt is on a gross basis and is not netted against our cash balances. At December 31, 2023, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 1.59 to 1.00 and a Consolidated Interest Coverage Ratio of 10.85 to 1.00. Borrowings outstanding under the revolving credit facility at December 31, 2023 totaled $ 324.0 million and are classified as long-term debt in our consolidated balance sheet. These borrowings carried a weighted average interest rate of 4.2 %, including the effect of the interest rate swaps described in Note 12 “Derivative Instruments and Hedging Activity.” Borrowings outstanding under the revolving credit facility at December 31, 2022 were $ 290.0 million and carried a weighted average interest rate of 3.8 %, including the effect of the interest rate swaps in effect at that time. The borrowing capacity under the Amended Credit Agreement is reduced by any outstanding borrowings under the agreement and outstanding letters of credit. At December 31, 2023, we had outstanding letters of credit totaling $ 0.5 million, which are used as security deposits for our office facilities. As of December 31, 2023, the unused borrowing capacity under the Amended Credit Agreement was $ 275.5 million. 2024 Term Loan In February 2024, the Company entered into Amendment No.2 to the Amended Credit Agreement (the “Second Amendment”), which established a $ 275 million term loan facility (the “Term Loan”) under the Amended Credit Agreement (as amended to date, the “Current Credit Agreement”). The Term Loan is subject to scheduled quarterly amortization payments of $ 3.4 million beginning June 30, 2024 through the maturity date of November 15, 2027 , at which time the outstanding principal balance and all accrued interest will be due. Additionally, the Second Amendment provided for the option to increase the revolving credit facility or establish additional term loan facilities in an aggregate amount up to $ 250 million, subject to customary conditions and the approval of any lender whose commitment would be increased, resulting in a maximum available principal amount under the Current Credit Agreement of $ 1.13 billion. The proceeds of the Term Loan will be used to reduce borrowings under the Company's revolving credit facility. Interest on the Term Loan varies based on our Consolidated Leverage Ratio (as defined in the Current Credit Agreement). At our option, the Term Loan will bear interest at one, three or six month Term SOFR plus the applicable margin. The applicable margin will range between 1.625 % per annum and 2.375 % per annum based upon our Consolidated Leverage Ratio at such time and subject to the adjustments allowed for performance against certain environmental, social and governance targets of the Company as outlined in the First Amendment. The Current Credit Agreement maintains the same prepayment provisions, usual and customary representations and warranties, fee pricing schedule, and affirmative and negative covenants as the Amended Credit Agreement discussed above; and is secured pursuant to the Security Agreement and the Pledge Agreement discussed above. 8. Capital Structure Preferred Stock We are authorized to issue up to 50,000,000 shares of preferred stock. Our certificate of incorporation authorizes our board of directors, without any further stockholder action or approval, to issue these shares in one or more classes or series, to establish from time to time the number of shares to be included in each class or series, and to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions. As of December 31, 2023 and 2022, no such preferred stock has been approved or issued. F-21 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Common Stock We are authorized to issue up to 500,000,000 shares of common stock, par value $ .01 per share. The holders of common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. Subject to the rights and preferences of the holders of any series of preferred stock that may at the time be outstanding, holders of common stock are entitled to such dividends as our board of directors may declare. In the event of any liquidation, dissolution or winding-up of our affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any series of preferred stock that may at the time be outstanding, holders of common stock will be entitled to receive the distribution of any of our remaining assets. 9 . Revenues For the years ended December 31, 2023, 2022 and 2021 we recognized revenues of $1.36 billion, $1.13 billion, and $905.6 million, respectively. Of the $1.36 billion recognized in 2023, we recognized revenues of $ 10.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 9.6 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 1.3 million was primarily due to the release of allowances on receivables from clients and unbilled services. Of the $1.13 billion recognized in 2022, we recognized revenues of $ 7.6 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 5.3 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 2.3 million was primarily due to the release of allowances on receivables from clients and unbilled services. Of the $905.6 million recognized in 2021, we recognized revenues of $ 22.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 14.6 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 8.3 million was primarily due to the release of allowances on receivables from clients and unbilled services. As of December 31, 2023, we had $ 227.8 million of remaining performance obligations under engagements with original expected durations greater than one year. These remaining performance obligations exclude variable consideration which has been excluded from the total transaction price due to the constraint and performance obligations under time-and-expense engagements which are recognized in the amount invoiced. Of the $ 227.8 million of performance obligations, we expect to recognize approximately $ 82.7 million as revenue in 2024, $ 54.3 million in 2025, and the remaining $ 90.8 million thereafter. Actual revenue recognition could differ from these amounts as a result of changes in the estimated timing of work to be performed, adjustments to estimated variable consideration in performance-based arrangements, or other factors. Contract Assets and Liabilities The payment terms and conditions in our customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenues in the consolidated balance sheets. Unbilled services include revenues recognized for services performed but not yet billed to clients. Services performed that we are not yet entitled to bill because certain events, such as the completion of the measurement period or client approval in performance-based engagements, must occur are recorded as contract assets and included within unbilled services, net. The contract asset balance, net as of December 31, 2023 and 2022 was $ 70.1 million and $ 50.2 million, respectively. The $ 19.9 million increase primarily reflects timing differences between the completion of our performance obligations and the amounts billed or billable to clients in accordance with their contractual billing terms. Client prepayments and retainers are classified as deferred revenues and recognized over future periods in accordance with the applicable engagement agreement and our revenue recognition accounting policy. Our deferred revenues balance as of December 31, 2023 and 2022 was $ 22.5 million and $ 21.9 million respectively. The $ 0.6 million increase primarily reflects timing differences between client payments in accordance with their contract terms and the completion of our performance obligations. For the year ended December 31, 2023, $ 21.3 million of revenues recognized were included in the deferred revenue balance as of December 31, 2022. For the year ended December 31, 2022, $ 18.5 million of revenues recognized were included in the deferred revenue balance as of December 31, 2021. F-22 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 10. Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period, excluding unvested restricted common stock. Diluted earnings per share reflects the potential reduction in earnings per share that could occur if securities or other contracts to issue common stock were exercised or converted into common stock under the treasury stock method. Such securities or other contracts include unvested restricted stock awards, unvested restricted stock units, and outstanding common stock options, to the extent dilutive. In periods for which we report a net loss from continuing operations, diluted weighted average common shares outstanding excludes all potential common stock equivalents as their impact on diluted net loss per share would be anti-dilutive. Earnings per share under the basic and diluted computations are as follows: Year Ended December 31, 2023 2022 2021 Net income $ 62,479 $ 75,552 $ 62,987 Weighted average common shares outstanding—basic 18,832 20,249 21,439 Weighted average common stock equivalents 769 497 370 Weighted average common shares outstanding—diluted 19,601 20,746 21,809 Net income per basic share $ 3.32 $ 3.73 $ 2.94 Net income per diluted share $ 3.19 $ 3.64 $ 2.89 The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above at December 31, 2023, 2022 and 2021 was 0.1 million, 0.2 million and 0.1 million, respectively, and related to unvested restricted stock and outstanding common stock options. Share Repurchase Program In November 2020, our board of directors authorized a share repurchase program permitting us to repurchase up to $ 50 million of our common stock through December 31, 2021. The share repurchase program has been subsequently extended and increased, most recently in the fourth quarter of 2023. The current authorization extends the share repurchase program through December 31, 2024 with a repurchase amount of $ 400 million. The amount and timing of repurchases under the share repurchase program were and will continue to be determined by management and depend on a variety of factors, including the trading price of our common stock, capacity under our credit facility, general market and business conditions, and applicable legal requirements. During 2023, we repurchased and retired 1,461,815 shares for $ 123.6 million, including 10,000 shares for $ 1.0 million which settled in the first quarter of 2024. Additionally, during 2023, we settled the repurchase of 15,200 shares for $ 1.1 million that were accrued as of December 31, 2022 and accrued $ 0.9 million of excise taxes on the net share repurchases in 2023. During 2022, we repurchased and retired 2,037,752 shares for $ 121.3 million, including the 15,200 shares for $ 1.1 million which settled in the first quarter of 2023. Additionally, during 2022, we settled the repurchase of 3,820 shares for $ 0.2 million that were accrued as of December 31, 2021. During 2021, we repurchased and retired 1,265,261 shares for $ 64.8 million, including 3,820 shares for $ 0.2 million which settled in the first quarter of 2022. As of December 31, 2023, $ 86.2 million remained available for share repurchases under our share repurchase program. 11. Restructuring Charges 2023 In 2023, we incurred $11.6 million of total restructuring charges, which consisted of the following: Employee costs - We incurred $ 3.0 million of severance-related restructuring expense as a result of strategic workforce adjustments to better align our resources with market demand. F-23 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Office space reductions - We incurred $ 8.1 million of restructuring expense related to office space reductions. During 2023, we exited our office spaces in Hillsboro, Oregon and Lexington, Massachusetts, resulting in non-cash impairment charges of $ 1.9 million and $ 3.5 million , respectively, on the related operating lease ROU assets and fixed assets. Additionally, in 2023, we recognized $ 1.8 million for rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.9 million related to non-cash lease impairment charges driven by updated sublease assumptions for previously vacated office spaces. Other - We incurred $ 0.5 million of other restructuring charges, which primarily related to the abandonment of a capitalized software development project. Of the total $11.6 million restructuring charge, $ 8.2 million was recognized in our corporate operations, $ 2.0 million was recognized in our Commercial segment, $ 1.3 million was recognized in our Healthcare segment, and $ 0.1 million was recognized in our Education segment. 2022 In 2022, we incurred $9.9 million million of total restructuring charges, which consisted of the following: Employee costs - We incurred $ 5.7 million of severance-related restructuring expense as a result of strategic workforce adjustments to better align our resources with market demand. Office space reductions - We incurred $ 2.5 million of restructuring expense related to office space reductions, of which $ 2.3 million related to rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.2 million related to a non-cash lease impairment charge driven by updated sublease assumptions for a previously vacated office space. Other - We incurred $ 1.7 million of other restructuring charges, of which $ 0.7 million related to third-party professional advisory fees related to the modification of our operating model, $ 0.6 million related to the early termination of a contract, $ 0.3 million related to the accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use, and $ 0.1 million related to the divestiture of our Life Sciences business in the fourth quarter of 2021. Of the total $9.9 million restructuring charge, $ 3.9 million was recognized in our Education segment, $ 3.7 million was recognized in our corporate operations, $ 1.6 million was recognized in our Commercial segment, and $ 0.7 million was recognized in our Healthcare segment. 2021 In 2021, we incurred $12.4 million of total restructuring charges. Of the $12.4 million restructuring charge, $ 8.5 million related to the divestiture of our Life Sciences business. On November 1, 2021, we completed the sale of the Life Sciences business to a third-party, and recognized a $ 31.5 million pretax gain which is included within other income (expense), net on our consolidated statement of operations. The total restructuring charge of $12.4 million recognized in 2021 consisted of the following: Employee Costs - We incurred $ 8.1 million of employee-related restructuring expense, of which $ 6.8 million related to transaction-related employee payments made in connection with the divestiture of our Life Sciences businesses and $ 1.3 million related to other employee-related expenses. Office space reductions - We incurred $ 3.1 million of restructuring expense related to office space reductions, of which $ 2.3 million related to rent and related expenses, net of sublease income, and accelerated depreciation on furniture and fixtures for previously vacated office spaces and $ 0.8 million related to accelerated amortization and depreciation on the operating lease ROU asset and fixed assets related to our London, U.K. office which we vacated in connection with the divestiture of our Life Sciences business. Other - We incurred $ 1.2 million of other restructuring charges, of which $ 0.9 million related to third-party legal and professional advisory fees incurred in connection with the divestiture of our Life Sciences business and $ 0.2 million related to third-party professional advisory fees related to the modification of our operating model. Of the total $12.4 million restructuring charge, $ 7.7 million was recognized in the Commercial segment, $ 4.5 million was recognized in our corporate operations, $ 0.1 million was recognized in our Healthcare segment, and $ 0.1 million was recognized in our Education segment. F-24 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the years ended December 31, 2023 and 2022. Employee Costs Office Space Reductions Other Total Balance as of December 31, 2021 $ 573 $ — $ 567 $ 1,140 Additions (1) 5,705 — 1,279 6,984 Payments ( 2,538 ) ( 201 ) ( 1,318 ) ( 4,057 ) Adjustments (1) 11 201 40 252 Balance as of December 31, 2022 3,751 — 568 4,319 Additions (1) 2,991 — — 2,991 Payments ( 5,376 ) — ( 74 ) ( 5,450 ) Adjustments (1) — — 41 41 Balance as of December 31, 2023 $ 1,366 $ — $ 535 $ 1,901 (1) Additions and adjustments exclude non-cash items related to vacated office spaces, such as lease impairment charges and accelerated depreciation on abandoned operating lease ROU assets and fixed assets, which are recorded as restructuring charges on our consolidated statements of operations. All of the $ 1.4 million restructuring charge liability related to employee costs at December 31, 2023 is expected to be paid in the next 12 months and is included as a component of accrued payroll and related benefits in our consolidated balance sheet. All of the $ 0.5 million other restructuring charge liability at December 31, 2023, which relates to the early termination of a contract in 2022, is expected to be paid in the next 12 months and is included as a component of accrued expenses and other current liabilities in our consolidated balance sheet. 12. Derivative Instruments and Hedging Activity In the normal course of business, we use forward interest rate swaps to manage the interest rate risk associated with our variable-rate borrowings under our senior secured credit facility and we use non-deliverable foreign exchange forward contracts to manage the foreign currency exchange rate risk related to our Indian Rupee-denominated expenses of our operations in India. From time to time, we may enter into additional forward interest rate swaps or non-deliverable foreign exchange forward contracts to further hedge against our interest rate risk and foreign currency exchange rate risk. We do not use derivative instruments for trading or other speculative purposes. We have designated all of our derivative instruments as cash flow hedges. Therefore, changes in the fair value of the interest rate swaps and foreign exchange forward contracts are recorded to other comprehensive income to the extent effective and reclassified to earnings upon settlement. Interest Rate Swaps We are party to forward interest rate swap agreements with aggregate notional amounts of $ 250.0 million and $ 200.0 million as of December 31, 2023 and 2022, respectively. Under the terms of the interest rate swap agreements, we receive from the counterparty interest on the notional amount based on one month Term SOFR and we pay to the counterparty a stated, fixed rate. The forward interest rate swap agreements have staggered maturities through February 29, 2028 . As of December 31, 2023, it was anticipated that $ 5.2 million of the gains, net of tax, related to interest rate swaps currently recorded in accumulated other comprehensive income will be reclassified into earnings in our consolidated statement of operations within the next 12 months. Foreign Exchange Forward Contracts We are party to non-deliverable foreign exchange forward contracts that are scheduled to mature monthly through December 31, 2024 . As of December 31, 2023 and 2022, the aggregate notional amounts of these contracts were INR 1,375.7 million, or $ 16.6 million, and INR 657.9 million, or $ 8.0 million, respectively, based on the exchange rates in effect as of each period end. As of December 31, 2023, it was anticipated that all of the $ 0.1 million losses, net of tax, related to foreign exchange forward contracts currently recorded in accumulated other comprehensive income will be reclassified into earnings in our consolidated statement of operations within the next 12 months. F-25 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The table below sets forth additional information relating to our derivative instruments as of December 31, 2023 and 2022. Derivative Instrument Balance Sheet Location December 31, 2023 December 31, 2022 Interest rate swaps Prepaid expenses and other current assets $ 6,655 $ 7,108 Interest rate swaps Other non-current assets 891 5,131 Total Assets $ 7,546 $ 12,239 Interest rate swaps Deferred compensation and other liabilities 307 — Foreign exchange forward contracts Accrued expenses and other current liabilities 70 120 Total Liabilities $ 377 $ 120 All of our derivative instruments are transacted under the International Swaps and Derivatives Association (ISDA) master agreements. These agreements permit the net settlement of amounts owed in the event of default and certain other termination events. Although netting is permitted, it is our policy to record all derivative assets and liabilities on a gross basis on our consolidated balance sheet. Refer to Note 14 “Other Comprehensive Income (Loss)” for additional information on our derivative instruments. F-26 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 13. Fair Value of Financial Instruments Certain of our assets and liabilities are measured at fair value. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy for inputs used in measuring fair value and requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three levels based on the objectivity of the inputs as follows: Level 1 Inputs Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs Unobservable inputs for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. The tables below sets forth our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. Level 1 Level 2 Level 3 Total December 31, 2023 Assets: Interest rate swaps $ — $ 7,546 $ — $ 7,546 Convertible debt investment — — 68,046 68,046 Deferred compensation assets — 34,826 — 34,826 Total assets $ — $ 42,372 $ 68,046 $ 110,418 Liabilities: Interest rate swap $ — $ 307 $ — $ 307 Foreign exchange forward contracts — 70 — 70 Contingent consideration for business acquisitions — — 2,074 2,074 Total liabilities $ — $ 377 $ 2,074 $ 2,451 December 31, 2022 Assets: Interest rate swaps $ — $ 12,239 $ — $ 12,239 Convertible debt investment — — 57,563 57,563 Deferred compensation assets — 29,875 — 29,875 Total assets $ — $ 42,114 $ 57,563 $ 99,677 Liabilities: Foreign exchange forward contracts $ — $ 120 $ — $ 120 Contingent consideration for business acquisitions — — 3,190 3,190 Total liabilities $ — $ 120 $ 3,190 $ 3,310 Interest rate swaps: The fair values of our interest rate swaps were derived using estimates to settle the interest rate swap agreements, which are based on the net present value of expected future cash flows on each leg of the swaps utilizing market-based inputs and a discount rate reflecting the risks involved. See Note 12 “Derivative Instruments and Hedging Activity” for additional information on our interest rate swaps. Foreign exchange forward contracts: The fair values of our foreign exchange forward contracts were derived using estimates to settle the foreign exchange forward contracts agreements, which are based on the net present value of expected future cash flows on each contract utilizing market-based inputs, including both forward and spot prices, and a discount rate reflecting the risks involved. Refer to Note 12 “Derivative Instruments and Hedging Activity” for additional information on our foreign exchange forward contracts. F-27 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Deferred compensation assets: We have a non-qualified deferred compensation plan (the “Plan”) for the members of our board of directors and a select group of our employees. The deferred compensation liability is funded by the Plan assets, which consist of life insurance policies maintained within a trust. The cash surrender value of the life insurance policies approximates fair value and is based on third-party broker statements which provide the fair value of the life insurance policies' underlying investments, which are Level 2 inputs. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The Plan assets are included in other non-current assets in our consolidated balance sheets. Realized and unrealized gains (losses) from the deferred compensation assets are recorded to other income (expense), net in our consolidated statements of operations. Convertible debt investment: Since 2014, we have invested $ 40.9 million, in the form of 1.69 % convertible debt in Shorelight Holdings, LLC (“Shorelight”), the parent company of Shorelight, a U.S.-based company that partners with leading nonprofit universities to increase access to and retention of international students, boost institutional growth, and enhance an institution’s global footprint. The convertible notes will mature on January 17, 2027 , unless converted earlier. To determine the appropriate accounting treatment for our investment, we performed a variable interest entity (“VIE”) analysis and concluded that Shorelight does not meet the definition of a VIE. We also reviewed the characteristics of our investment to confirm that the convertible notes are not in-substance common stock that would warrant equity method accounting. After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment to be that of an available-for-sale debt security. We continue to monitor the key factors of our VIE analysis and the terms of the convertible notes to ensure our accounting treatment is appropriate. We have not identified any changes to Shorelight or our investment, that would change our classification of the investment as an available-for-sale debt security. The investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. The carrying value is recorded in long-term investments in our consolidated balance sheets. We estimate the fair value of our investment using a scenario-based approach in the form of a hybrid analysis that consists of a Monte Carlo simulation model and an expected return analysis. The conclusion of value for our investment is based on the probability-weighted assessment of both scenarios. The hybrid analysis utilizes certain assumptions including the assumed holding period through the maturity date of January 17, 2027 for the valuations performed as of December 31, 2023 and 2022; the applicable waterfall distribution at the end of the expected holding period based on the rights and privileges of the various instruments; cash flow projections discounted at the risk-adjusted rate of 24.5 % and 24.0 % as of December 31, 2023 and 2022, respectively; and the concluded equity volatility of 35.0 % and 40.0 % as of December 31, 2023 and 2022, all of which are Level 3 inputs. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in different impacts to our consolidated balance sheet and comprehensive income. Actual results may differ from our estimates. The table below sets forth the changes in the balance of the convertible debt investment for the years ended December 31, 2023 and 2022. Convertible Debt Investment Balance as of December 31, 2021 $ 65,918 Change in fair value of convertible debt investment ( 8,355 ) Balance as of December 31, 2022 57,563 Change in fair value of convertible debt investment 10,483 Balance as of December 31, 2023 $ 68,046 Contingent consideration for business acquisitions: We estimate the fair value of acquisition-related contingent consideration using either a probability-weighted assessment of the specific financial performance targets being measured or a Monte Carlo simulation model, as appropriate. These fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 inputs. The significant unobservable inputs used in the fair value measurements of our contingent consideration are our measures of the estimated payouts based on internally generated financial projections on a probability-weighted basis and a discount rate which was 6.3 % as of December 31, 2023 and 5.5 % as of December 31, 2022. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management. Any change in the fair value estimate is recorded in our consolidated statement of operations for that period. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations. Actual results may differ from our estimates. F-28 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The table below sets forth the changes in the balance of the contingent consideration for business acquisitions for the years ended December 31, 2023 and 2022. Contingent Consideration for Business Acquisitions Balance as of December 31, 2021 $ 3,743 Acquisition 1,185 Payment ( 1,379 ) Change in fair value ( 359 ) Balance as of December 31, 2022 3,190 Acquisition 374 Payment ( 1,000 ) Change in fair value ( 490 ) Balance as of December 31, 2023 $ 2,074 Financial assets and liabilities not recorded at fair value on a recurring basis are as follows: Preferred Stock Investment In the fourth quarter of 2019, we invested $ 5.0 million in a hospital-at-home company. The investment was made in the form of preferred stock. To determine the appropriate accounting treatment for our preferred stock investment, we performed a VIE analysis and concluded that the company does not meet the definition of a VIE. We also reviewed the characteristics of our investment to confirm that the preferred stock is not in-substance common stock that would warrant equity method accounting. After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment for our investment to be that of an equity security with no readily determinable fair value. We elected to apply the measurement alternative at the time of the purchase and will continue to do so until the investment does not qualify to be so measured. Under the measurement alternative, the investment is carried at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same company. On a quarterly basis, we review the information available to determine whether an orderly and observable transaction for the same or similar equity instrument occurred or if factors indicate that a significant decrease in value has occurred. We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded in our consolidated statement of operations. In the fourth quarter of 2023, we recognized a non-cash impairment loss of $ 26.3 million on our preferred stock investment based on the valuation established in a new round of financing expected to close in early 2024. During the first quarter of 2022, we recognized a non-cash unrealized gain of $ 27.0 million, based on the observable price change of preferred stock issued by the company with similar rights and preferences to our preferred stock investment, a Level 2 input. The non-cash impairment loss and unrealized gain were recorded to other income (expense), net in our consolidated statement of operations. There were no observable price changes in 2023 or 2021. Since our initial investment, we have recognized cumulative unrealized gains of $ 28.6 million and cumulative unrealized losses of $ 26.3 million. As of December 31, 2023 and 2022, the carrying value of our preferred stock investment was $ 7.4 million and $ 33.6 million, respectively. Senior Secured Credit Facility The carrying value of our borrowings outstanding under our senior secured credit facility is stated at cost. Our carrying value approximates fair value, using Level 2 inputs, as the senior secured credit facility bears interest at variable rates based on current market rates as set forth in the Amended Credit Agreement. Refer to Note 7 “Financing Arrangements” for additional information on our senior secured credit facility. Cash and Cash Equivalents and Other Financial Instruments Cash and cash equivalents are stated at cost, which approximates fair market value. The carrying values of all other financial instruments not described above reasonably approximate fair market value due to the nature of the financial instruments and the short-term maturity of these items. F-29 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 14. Other Comprehensive Income (Loss) The table below sets forth the components of accumulated other comprehensive income (loss), net of tax for the years ended December 31, 2023, 2022, and 2021. Cash Flow Hedges (1) Foreign Currency Translation Available-for- Sale Investments Interest Rate Swaps Foreign Exchange Forward Contracts Total Balance as of December 31, 2020 $ ( 218 ) $ 17,205 $ ( 3,926 ) $ — $ 13,061 Foreign currency translation adjustment, net of tax of $ 0 157 — — — 157 Reclassification adjustments into earnings, net of tax of $ 0 (2) ( 1,082 ) — — — ( 1,082 ) Unrealized gain (loss) on investments: Change in fair value, net of tax of $( 385 ) — 1,169 — — 1,169 Unrealized gain (loss) on cash flow hedges: Interest rate swaps: Change in fair value, net of tax of $( 641 ) — — 1,606 — 1,606 Reclassification adjustment into earnings, net of tax of $( 678 ) — — 1,929 — 1,929 Balance as of December 31, 2021 ( 1,143 ) 18,374 ( 391 ) — 16,840 Foreign currency translation adjustment, net of tax of $ 0 ( 1,890 ) — — — ( 1,890 ) Unrealized gain (loss) on investments: Change in fair value, net of tax of $ 2,209 — ( 6,146 ) — — ( 6,146 ) Unrealized gain (loss) on cash flow hedges: Interest rate swaps: Change in fair value, net of tax of $( 3,555 ) — — 9,892 — 9,892 Reclassification adjustment into earnings, net of tax of $ 176 — — ( 489 ) — ( 489 ) Foreign exchange forward contracts: Change in fair value, net of tax of $ 43 — — — ( 120 ) ( 120 ) Reclassification adjustment into earnings, net of tax of $( 11 ) — — — 32 32 Balance as of December 31, 2022 ( 3,033 ) 12,228 9,012 ( 88 ) 18,119 Foreign currency translation adjustment, net of tax of $ 0 512 — — — 512 Unrealized gain (loss) on investments: Change in fair value, net of tax of $( 2,672 ) — 7,811 — — 7,811 Unrealized gain (loss) on cash flow hedges: Interest rate swaps: Change in fair value, net of tax of $ 671 — — 2,068 — 2,068 Reclassification adjustment into earnings, net of tax of $ 2,020 — — ( 5,719 ) — ( 5,719 ) Foreign exchange forward contracts: Change in fair value, net of tax of $( 13 ) — — — 34 34 Reclassification adjustment into earnings, net of tax of $( 1 ) — — — 2 2 Balance as of December 31, 2023 $ ( 2,521 ) $ 20,039 $ 5,361 $ ( 52 ) $ 22,827 (1) The before tax amounts reclassified from accumulated other comprehensive income related to our interest rate swaps and foreign exchange forward contracts are recorded to interest expense, net of interest income and direct costs, respectively, on our consolidated statement of operations. The related tax amounts reclassified from accumulated other comprehensive income are recorded to income tax expense (benefit) on our consolidated statement of operations. Refer to Note 12 “Derivative Instruments and Hedging Activity” for additional information on our derivative instruments. F-30 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) (2) In connection with the divestiture of the Life Sciences business, which included a substantially complete liquidation of an investment within a foreign entity, we included $1.1 million of accumulated translation gains in the calculation of our gain on sale recorded within other income, net on our consolidated statement of operations. See Note 3 “Acquisitions and Divestiture” for additional information on the divestiture of the Life Sciences business in 2021. 15. Employee Benefit and Deferred Compensation Plans We sponsor a qualified defined contribution 401(k) plan covering substantially all of our employees. Under the plan, employees are entitled to make pretax, post-tax, and/or Roth post-tax contributions up to the annual maximums established by the Internal Revenue Service. We match an amount equal to the employees’ contributions up to 6 % of the employees’ eligible earnings. Our matching contributions for the years ended December 31, 2023, 2022, and 2021 were $ 37.0 million, $ 31.2 million, and $ 29.9 million, respectively. We have a non-qualified deferred compensation plan (the “Plan”) that is administered by our board of directors or a committee designated by the board of directors. Under the Plan, members of the board of directors and a select group of our employees may elect to defer the receipt of their director retainers and meeting fees or base salary and bonus, as applicable. Additionally, we may credit amounts to a participant’s deferred compensation account in accordance with employment or other agreements entered into between us and the participant. At our sole discretion, we may, but are not required to, credit any additional amount we desire to any participant’s deferred compensation account. Amounts credited are subject to vesting schedules set forth in the Plan, employment agreement, or any other agreement entered into between us and the participant. The deferred compensation liability at December 31, 2023 and 2022 was $ 34.7 million and $ 29.9 million, respectively. This deferred compensation liability is fully funded by the Plan assets. 16. Equity Incentive Plans We grant share-based awards under the Company's 2012 Omnibus Incentive Plan (the “2012 Plan”) which permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other share-based or cash-based awards valued in whole or in part by reference to, or otherwise based on, our common stock. Subsequent to the initial approval of the 2012 Plan and through December 31, 2023, our shareholders approved amendments to the 2012 Plan to increase the number of shares authorized for issuance to 5.4 million, in the aggregate. As of December 31, 2023, 1.1 million shares remain available for issuance under the 2012 Plan. On May 1, 2015, we adopted the Stock Ownership Participation Program (the “SOPP”), which is available to Huron employees below the principal and managing director level who do not receive equity-based awards as part of their normal compensation plan. Under the SOPP, eligible employees may elect to use after-tax payroll deductions or cash contributions to purchase shares of the Company’s common stock on certain designated purchase dates. Employees who purchase stock under the SOPP are granted restricted stock equal to 25 % of their purchased shares. Vesting of the restricted stock is subject to both a time-based vesting schedule and a requirement that the purchased shares be held for a specified period. Subsequent to the initial approval of the SOPP and through December 31, 2023, our shareholders approved amendments to the SOPP to increase the total number of shares authorized for issuance to 0.7 million, in the aggregate. As of December 31, 2023, 0.1 million shares remain available for issuance under the SOPP. It has been our practice to issue shares of common stock upon exercise of stock options and granting of restricted stock from authorized but unissued shares, with the exception of the SOPP under which shares are issued from treasury stock. Certain grants of restricted stock under the 2012 Plan may be issued from treasury stock at the direction of the Compensation Committee. The Compensation Committee of the board of directors has the responsibility of interpreting the 2012 Plan and SOPP and determining all of the terms and conditions of awards made under the plans, including when the awards will become exercisable or otherwise vest. Share-based awards outstanding under our 2012 Plan provide for a retirement eligibility provision, under which eligible employees who have reached 62 years of age and have completed seven years of employment with Huron will continue vesting in their share-based awards after retirement, subject to certain conditions. Total share-based compensation cost recognized for the years ended December 31, 2023, 2022, and 2021 was $ 45.7 million, $ 31.0 million, and $ 25.9 million, respectively, with related income tax benefits of $ 9.3 million, $ 6.8 million, and $ 6.3 million, respectively. As of December 31, 2023, there was $ 42.8 million of total unrecognized compensation cost related to nonvested share-based awards. This cost is expected to be recognized over a weighted average period of 2.2 years. Restricted Stock The grant date fair values of our restricted stock are measured based on the fair value of our common stock at grant date and amortized into expense over the service period. Subject to acceleration under certain conditions, the majority of our restricted stock vests annually over four years . F-31 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The table below summarizes the restricted stock activity for the year ended December 31, 2023. Number of Shares Weighted Average Grant Date Fair Value (in dollars) 2012 Omnibus Incentive Plan Stock Ownership Participation Program Total Nonvested restricted stock at December 31, 2022 971 18 989 $ 52.40 Granted 354 18 372 $ 80.84 Vested ( 361 ) ( 17 ) ( 378 ) $ 53.11 Forfeited ( 38 ) ( 2 ) ( 40 ) $ 59.30 Nonvested restricted stock at December 31, 2023 926 17 943 $ 63.00 The aggregate fair value of restricted stock that vested during the years ended December 31, 2023, 2022, and 2021 was $ 27.6 million, $ 18.4 million, and $ 19.8 million, respectively. The weighted average grant date fair value per share of restricted stock granted during 2022 and 2021 was $ 49.69 and $ 53.84 , respectively. Performance-based Share Awards The total number of shares earned by recipients of performance-based share awards is contingent upon meeting practice specific and/or company-wide performance goals. Following the performance period, certain awards are subject to the completion of a service period, which is generally an additional two years . These earned awards vest on a graded vesting schedule over the service period. For certain performance awards, the recipients may earn additional shares of stock for performance achieved above the stated target. The grant date fair values of our performance-based share awards are measured based on the fair value of our common stock at grant date. Compensation cost is amortized into expense over the service period, including the performance period. The table below summarizes the performance-based stock activity for the year ended December 31, 2023. All nonvested performance-based stock outstanding at December 31, 2023 and 2022 was granted under the 2012 Omnibus Incentive Plan. Number of Shares Weighted Average Grant Date Fair Value (in dollars) Nonvested performance-based stock at December 31, 2022 478 $ 50.36 Granted (1) 170 $ 80.89 Vested ( 84 ) $ 51.84 Forfeited (2) ( 110 ) $ 53.78 Nonvested performance-based stock at December 31, 2023 (3) 454 $ 60.72 (1) Shares granted in 2023 are presented at the stated target, which represents the base number of shares that could be earned. Actual shares earned may be below or, for certain grants, above the target based on the achievement of specific financial goals. (2) Forfeited shares include shares forfeited as a result of not meeting the performance criteria of the award as well as shares forfeited upon termination. (3) Of the 454,000 nonvested performance-based shares outstanding as of December 31, 2023, 355,299 shares were unearned and subject to achievement of specific financial goals. Once earned, the awards will be subject to time-based vesting according to the terms of the award. Based on 2023 financial results, approximately 16,328 of the 355,299 unearned shares will be forfeited in the first quarter of 2024. The aggregate fair value of performance-based stock that vested during the years ended December 31, 2023, 2022, and 2021 was $ 5.9 million , $ 5.8 million, and $ 9.8 million, respectively. The weighted average grant date fair value per share of performance-based stock granted during 2022 and 2021 was $ 48.22 and $ 53.75 , respectively. F-32 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) Performance-based Stock Options Beginning in 2022, the Company granted performance-based stock options which are earned by the recipients contingent upon meeting practice specific goals. Following the performance period, these awards are subject to the completion of a service period of an additional two years . These earned awards vest on a graded vesting schedule over the service period. The performance-based stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. Compensation cost is amortized into expense over the service period, including the performance period. Our performance-based stock options have a contractual term of 7 years. The fair values of the performance-based stock options granted during 2023 and 2022 were calculated using the Black-Scholes option pricing model using the following assumptions: 2023 2022 Black-Scholes performance-based option pricing model: Expected dividend yield — % — % Expected volatility 40.0 % 40.0 % Risk-free rate 4.4 % 1.6 % / 2.6 % Expected option life (in years) 4.5 years 4.5 years Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term.The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term. Performance-based stock option activity for the year ended December 31, 2023 was as follows: Number of Performance-based Options (in thousands) Weighted Average Exercise Price (in dollars) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2022 171 $ 48.19 6.2 $ 4.2 Granted (2) 88 $ 81.54 Exercised ( 20 ) $ 48.22 $ 0.8 Forfeited or expired ( 58 ) $ 50.54 Outstanding at December 31, 2023 (1)(3) 181 $ 63.73 5.5 $ 7.1 Exercisable at December 31, 2023 21 $ 48.13 5.2 $ 1.1 (1) All of the outstanding performance-based stock options were granted under the 2012 Omnibus Incentive Plan. (2) Performance-based stock options granted in 2023 are presented at the stated target, which represents the base number of options that could be earned. Actual options earned may be below or, for certain grants, above the target based on the achievement of specific financial goals. (3) Of the 181,000 outstanding performance-based stock options as of December 31, 2023, 84,249 were unearned and subject to achievement of specific financial goals. Once earned, the options will be subject to time-based vesting according to the terms of the award. Based on 2023 financial results, approximately 13,751 of the 84,249 unearned options will be forfeited in the first quarter of 2024. The weighted average grant date fair value of the performance-based stock options granted during 2023 and 2022 was $ 32.27 and $ 17.00 , respectively. No performance-based stock options were granted in 2021. No performance-based stock options were exercised in 2022 and 2021. Time-vested Stock Options In prior years, we have granted stock options to certain employees that are solely earned based on the completion of the stated service period. These time-vested stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date F-33 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) of grant. No time-vested stock option awards were granted in 2023 or 2022. Subject to acceleration under certain conditions, these time-vested stock options vest annually over four years . Our time-vested stock options have a contractual term between 7 and 10 years. The fair value of the time-vested stock options granted during 2021 were calculated using the Black-Scholes option pricing model using the following assumptions: 2021 Black-Scholes time-vested option pricing model: Expected dividend yield — % Expected volatility 40.0 % Risk-free rate 0.9 % Expected option life (in years) 4.75 years Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term. The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term. Time-vested stock option activity for the year ended December 31, 2023 was as follows: Number of Time-vested Options (in thousands) Weighted Average Exercise Price (in dollars) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2022 56 $ 51.05 5.2 $ 1.2 Granted — Exercised ( 31 ) $ 49.90 $ 1.5 Forfeited or expired — Outstanding at December 31, 2023 (1) 25 $ 52.49 4.7 $ 1.3 Exercisable at December 31, 2023 — (1) All of the outstanding time-vested stock options were granted under the 2012 Omnibus Incentive Plan. The weighted average grant date fair value of the time-vested stock options granted during 2021 was $ 18.42 . No time-vested stock options were granted in 2023 and 2022. The aggregate intrinsic value of time-vested stock options exercised during 2022 and 2021 was $ 0.5 million and $ 0.4 million, respectively. 17. Income Taxes In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, which among other items, includes income tax provisions relating to net operating loss carryback period, options to defer payroll tax payments for a limited period and technical corrections to tax depreciation methods for qualified improvement property. As a result of electing the retroactive Global Intangible Low-Taxed Income (“GILTI”) high-tax exclusion in the second quarter of 2021, we recognized a $ 1.0 million tax benefit of which $ 0.4 million related to carrying back our increased 2018 federal net operating loss to prior year income for a refund at the higher, prior year tax rate. Additionally, during the third quarter of 2021, we recognized an additional tax benefit of $ 2.0 million, primarily related to the U.S. federal return to provision adjustments for carrying back our increased 2020 federal net operating loss to prior year income for a refund at the higher, prior year tax rate. F-34 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The income tax expense (benefit) for the years ended December 31, 2023, 2022, and 2021 consisted of the following: Year Ended December 31, 2023 2022 2021 Current taxes: Federal $ 15,229 $ 7,130 $ ( 934 ) State 5,816 2,987 1,974 Foreign 6,553 4,123 3,529 Total current expense 27,598 14,240 4,569 Deferred taxes: Federal ( 4,516 ) 14,645 10,951 State ( 936 ) 4,039 2,372 Foreign ( 730 ) 101 ( 843 ) Total deferred expense (benefit) ( 6,182 ) 18,785 12,480 Income tax expense $ 21,416 $ 33,025 $ 17,049 The components of income before taxes were as follows: Year Ended December 31, 2023 2022 2021 U.S. $ 63,935 $ 90,907 $ 70,963 Foreign 19,960 17,670 9,073 Total $ 83,895 $ 108,577 $ 80,036 A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows: Year Ended December 31, 2023 2022 2021 Percent of pretax income: At U.S. statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 5.8 6.1 5.2 Disallowed executive compensation 3.7 1.9 1.2 Meals and entertainment 0.9 0.1 0.1 Valuation allowance 0.4 2.6 1.1 Foreign source income 0.2 1.2 ( 0.2 ) Stock-based compensation ( 2.9 ) 0.1 ( 0.7 ) Tax credits ( 1.8 ) ( 1.0 ) ( 1.3 ) Realized investment losses/gains ( 1.2 ) 1.4 ( 1.1 ) Deferred tax adjustments ( 0.3 ) ( 2.7 ) ( 0.2 ) CARES Act net operating loss carryback — — ( 3.8 ) Other ( 0.3 ) ( 0.3 ) — Effective income tax rate 25.5 % 30.4 % 21.3 % F-35 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The net deferred tax asset (liability) balance at December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Deferred tax assets: Operating lease liabilities $ 13,635 $ 15,249 Share-based compensation 12,343 9,314 Deferred compensation liability 9,048 7,963 Accrued payroll and payroll related liabilities 4,541 6,432 Net operating loss carryforwards 3,508 3,304 Software development costs 1,749 — Tax credits 1,609 1,813 Other 2,461 2,012 Total deferred tax assets 48,894 46,087 Valuation allowance ( 5,679 ) ( 5,667 ) Net deferred tax assets 43,215 40,420 Deferred tax liabilities: Intangibles and goodwill ( 44,454 ) ( 35,588 ) Convertible debt investment ( 7,067 ) ( 4,421 ) Operating lease right-of-use assets ( 6,898 ) ( 8,354 ) Prepaid expenses ( 2,917 ) ( 2,220 ) Property and equipment ( 2,547 ) ( 3,021 ) Preferred stock investment ( 617 ) ( 7,613 ) Software development costs — ( 4,195 ) Other ( 4,587 ) ( 5,600 ) Total deferred tax liabilities ( 69,087 ) ( 71,012 ) Net deferred tax liabilities $ ( 25,872 ) $ ( 30,592 ) As of both December 31, 2023 and 2022, we had valuation allowances of $5.7 million, primarily due to uncertainties relating to the ability to utilize deferred tax assets recorded for foreign losses and tax credits. The Company has foreign net operating losses of $ 3.5 million which begin to expire in 2027 and state net operating loss carryforwards of $ 0.1 million which will begin to expire in 2040, if not utilized. We have federal tax credit carryforwards of $ 1.6 million which will begin to expire in 2030, if not utilized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. A reconciliation of our beginning and ending amount of unrecognized tax benefits is as follows: Unrecognized Tax Benefits Balance at January 1, 2021 $ 744 Balance at December 31, 2021 744 Decrease due to lapse of statue of limitations ( 101 ) Decrease based on tax positions related to prior years ( 50 ) Balance at December 31, 2022 593 Decrease due to lapse of statue of limitations ( 593 ) Balance at December 31, 2023 $ — As of December 31, 2022, we had $0.6 million of unrecognized tax benefits, which would affect the effective tax rate if recognized. There was no unrecognized tax benefit as of December 31, 2023. F-36 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) As December 31, 2022, we had $ 0.1 million accrued for the potential payment of interest and penalties. No potential payment of interest and penalties was accrued as of December 31, 2023. Accrued interest and penalties are recorded as a component of provision for income taxes on our consolidated statement of earnings. We file income tax returns with federal, state, local and foreign jurisdictions. Tax years 2020 through 2022 are subject to future examinations by federal tax authorities. Tax years 2017 through 2022 are subject to future examinations by state and local tax authorities. Our foreign income tax filings are subject to future examinations by the local foreign tax authorities for tax years 2018 through 2022 . Currently, we are not under audit by any tax authority. 18. Commitments, Contingencies and Guarantees Lease Commitments We lease office space, data centers and certain equipment under non-cancelable operating lease arrangements expiring on various dates through 2030, with various renewal options. Office facilities under operating leases include fixed payments plus, in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of real estate taxes, insurance and operating expenses. See Note 5 “Leases” for additional information on our leases, including the remaining expected lease payments under our operating leases as of December 31, 2023. Litigation From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. As of the date of this Annual Report on Form 10-K, we are not a party to any litigation or legal proceeding or subject to any claim that, in the current opinion of management, could reasonably be expected to have a material adverse effect on our financial position or results of operations. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. Guarantees Guarantees in the form of letters of credit totaling $ 0.5 million and $ 0.7 million were outstanding at December 31, 2023 and 2022, respectively, to support certain office lease obligations. In connection with certain business acquisitions, we may be required to pay post-closing consideration to the sellers if specific financial performance targets are met over a number of years as specified in the related purchase agreements. As of December 31, 2023 and 2022, the total estimated fair value of our outstanding contingent consideration liability was $ 2.1 million and $ 3.2 million, respectively. To the extent permitted by law, our bylaws and articles of incorporation require that we indemnify our officers and directors against judgments, fines and amounts paid in settlement, including attorneys’ fees, incurred in connection with civil or criminal action or proceedings, as it relates to their services to us if such person acted in good faith. Although there is no limit on the amount of indemnification, we may have recourse against our insurance carrier for certain payments made. 19. Segment Information Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker, who is our chief executive officer, manages the business under three operating segments, which are our reportable segments: Healthcare, Education, and Commercial. • Healthcare Our Healthcare segment serves acute care providers, including national and regional health systems; academic health systems; community health systems; the federal health system; and public, children’s and critical access hospitals, and non-acute care providers, including physician practices and medical groups; payors; and long-term care or post-acute providers. Our healthcare-focused services and products include financial and operational performance improvement consulting, which spans revenue cycle, cost and care delivery transformation; digital offerings, spanning technology and analytic-related services, including enterprise health record (“EHR”), ERP and enterprise performance management (“EPM”), customer relationship management (“CRM”), data management and technology managed services, and a portfolio of software products; organizational transformation; revenue cycle managed services and outsourcing; financial and capital advisory consulting; and strategy and innovation consulting. F-37 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) • Education Our Education segment serves public and private colleges and universities, research institutes and other education-related organizations. Our education and research-focused services and products include our digital offerings, spanning technology and analytic-related services, including student information systems, ERP and EPM, CRM, data management and technology managed services and our Huron Research Suite product suite (the leading software suite designed to facilitate and improve research administration service delivery and compliance); our research-focused consulting and managed services; and our strategy and operations consulting services, which span finance and accounting and operations to organization and talent strategy and student and academic strategy. • Commercial Our Commercial segment is focused on serving industries and organizations facing significant disruption and regulatory change by helping them adapt to rapidly changing environments and accelerate business transformation. Our Commercial professionals work primarily with six primary buyers: the chief executive officer, the chief financial officer, the chief strategy officer, the chief human resources officer, the chief operating officer, and organizational advisors, including lenders and law firms. We have a deep focus on serving organizations in the financial services, energy and utilities, industrials and manufacturing industries and the public sector while opportunistically serving commercial industries more broadly, including professional and business services, life sciences, consumer products, and nonprofit. Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial advisory (special situation advisory and corporate finance advisory) services, and strategy and innovation consulting services. Segment operating income consists of the revenues generated by a segment, less operating expenses that are incurred directly by the segment. Unallocated costs include corporate costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. These administrative function costs include corporate office support costs, office facility costs, costs related to accounting and finance, human resources, legal, marketing, information technology, and company-wide business development functions, as well as costs related to overall corporate management. Our chief operating decision maker does not evaluate segments using asset information. F-38 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The tables below set forth information about our operating segments for the years ended December 31, 2023, 2022, and 2021, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. We do not present financial information by geographic area because the financial results of our international operations are not significant to our consolidated financial statements. Year Ended December 31, 2023 2022 2021 Healthcare: Revenues $ 673,989 $ 534,999 $ 444,767 Operating income $ 172,900 $ 131,227 $ 118,324 Segment operating income as a percentage of segment revenues 25.7 % 24.5 % 26.6 % Education: Revenues $ 429,663 $ 359,835 $ 242,374 Operating income $ 99,098 $ 78,924 $ 52,398 Segment operating income as a percentage of segment revenues 23.1 % 21.9 % 21.6 % Commercial: Revenues $ 258,408 $ 237,621 $ 218,499 Operating income $ 54,202 $ 50,025 $ 34,296 Segment operating income as a percentage of segment revenues 21.0 % 21.1 % 15.7 % Total Huron: Revenues $ 1,362,060 $ 1,132,455 $ 905,640 Reimbursable expenses 36,695 26,506 21,318 Total revenues and reimbursable expenses $ 1,398,755 $ 1,158,961 $ 926,958 Segment operating income $ 326,200 $ 260,176 $ 205,018 Items not allocated at the segment level: Other operating expenses 174,762 136,459 127,020 Restructuring charges 8,204 3,686 4,525 Depreciation and amortization 17,886 20,271 20,634 Operating income 125,348 99,760 52,839 Other income (expense), net ( 41,453 ) 8,817 27,197 Income before taxes $ 83,895 $ 108,577 $ 80,036 F-39 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) The following table illustrates the disaggregation of revenues by capability, including a reconciliation of the disaggregated revenues to revenues from our three operating segments for the years ended December 31, 2023, 2022 and 2021. For the years ended December 31, 2023, 2022, and 2021, substantially all of our revenues were recognized over time. Year Ended December 31, Revenues by Capability 2023 2022 2021 Healthcare: Consulting and Managed Services $ 476,726 $ 365,645 $ 327,165 Digital 197,263 169,354 117,602 Total revenues $ 673,989 $ 534,999 $ 444,767 Education: Consulting and Managed Services $ 214,971 $ 192,336 $ 131,369 Digital 214,692 167,499 111,005 Total revenues $ 429,663 $ 359,835 $ 242,374 Commercial: Consulting and Managed Services $ 90,323 $ 80,013 $ 97,381 Digital 168,085 157,608 121,118 Total revenues $ 258,408 $ 237,621 $ 218,499 Total Huron: Consulting and Managed Services $ 782,020 $ 637,994 $ 555,915 Digital 580,040 494,461 349,725 Total revenues $ 1,362,060 $ 1,132,455 $ 905,640 For the years ended December 31, 2023, 2022, and 2021, substantially all of our revenues and long-lived assets were attributed to or located in the United States. At December 31, 2023 and 2022, no single client accounted for greater than 10 % of our combined balance of receivables from clients, net and unbilled services, net. During the years ended December 31, 2023, 2022, and 2021, no single client generated greater than 10 % of our consolidated revenues. 20. Valuation and Qualifying Accounts The table below sets forth the changes in the carrying amount of our allowances for doubtful accounts and unbilled services and valuation allowance for deferred tax assets for the years ended December 31, 2023, 2022, and 2021. Allowances for doubtful accounts and unbilled services includes allowances for fee adjustments and other discretionary pricing adjustments as well as allowances related to clients' inability to make required payments on accounts receivable. Beginning Balance Additions (1) Deductions Ending Balance Year ended December 31, 2021: Allowances for doubtful accounts and unbilled services $ 21,306 9,852 15,363 $ 15,795 Valuation allowance for deferred tax assets $ 2,112 1,090 326 $ 2,876 Year ended December 31, 2022: Allowances for doubtful accounts and unbilled services $ 15,795 17,820 11,480 $ 22,135 Valuation allowance for deferred tax assets $ 2,876 3,421 630 $ 5,667 Year ended December 31, 2023: Allowances for doubtful accounts and unbilled services $ 22,135 30,570 23,461 $ 29,244 Valuation allowance for deferred tax assets $ 5,667 239 227 $ 5,679 (1) Additions to allowances for doubtful accounts and unbilled services are charged to revenues. To the extent we write-off accounts receivable due to a client’s inability to pay, the charge is recognized as a component of selling, general and administrative expenses. F-40 Table of Contents HURON CONSULTING GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands, except per share amounts) 21. Subsequent Event On February 11, 2024, we entered into an agreement to acquire Grenzebach Glier and Associates, Inc. (“GG+A”), a philanthropic management consulting firm that helps education institutions and healthcare, arts and other nonprofit organizations build and accelerate the philanthropic programs that support their mission. The transaction is expected to close in March 2024, subject to customary closing conditions. The results of operations of GG+A will be included within our consolidated financial statements and results of operations of our Education segment from the date of acquisition. We do not expect the acquisition of GG+A to be significant to our consolidated financial statements. F-41