What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 447 added, 367 removed, 1296 unchanged (39% of the section changed)

3 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, 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

Management’s Annual 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.

5 unchanged sentences

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.

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) .

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 December 31, 2024 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, 2024.

Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 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.

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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.

Securities Trading Plans of Directors and Officers

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our officers and/or directors during the fourth quarter of 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.

Name and Title Action Date of Rule 10b5-1 Trading Plan Action Scheduled Expiration Date of Rule 10b5-1 Trading Plan Aggregate Number of Shares to be Sold

Mark Hussey - Chief Executive Officer, President and Director

Adoption 11/21/2024 11/20/2025 29,363

During the fourth quarter of 2024, none of our officers or directors 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) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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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.

If we make any amendments to or grant any waivers from the Code which are required to be disclosed under applicable SEC or Nasdaq rules, 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.”

The information required by this item is incorporated by reference from portions of the Proxy Statement under “Board Meetings and Committees.”

Insider Trading Policy

We have adopted an Insider Trading policy and procedures governing the purchase, sale and/or other disposition of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards.

A copy of our Insider Trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

EXECUTIVE COMPENSATION.

Executive Compensation

The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Executive Compensation.”

The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Executive Compensation” (excluding “Pay Versus Performance”).

Compensation Committee Interlocks and Insider Participation

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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.”

The information required by this item is incorporated by reference from a portion of the Proxy Statement under “Director Independence.”

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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Ending Exhibit Filing Date

3.1 Restated Certificate of Incorporation filed with the Secretary of State of Delaware on July 28, 2023.

9/30/2023 3.1 11/2/2023

3.1 Amended and Restated Certificate of Incorporation, effective May 3, 2024.

DEF 14A Appendix A 3/22/2024

3.2 Amended and Restated Bylaws of Huron Consulting Group Inc.

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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).

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8-K 10.1 10/16/2019

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

Number Exhibit Description Filed

3 unchanged sentences

10.11* 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.

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8-K/A 10.2 12/29/2022

Huron Consulting Group Inc.

Stock Ownership Participation Program, as amended effective November 23, 2022.

10-K 12/31/2022 10.26 2/28/2023

10.23 H uron Consulting Group Inc.

Sto ck Ownership Parti cipation Program, as amended effective November 23, 2022

12/31/2022 10.26 2/28/2023

Amendment No.

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2012 Omnibus Incentive Plan, as amended and restated effective December 8, 2023.

12/31/2023 10.25 2/27/2024

Number Exhibit Description Filed

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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 .

2 to the Third Amended and Restated Credit Agreement, dated as of February 26, 2024, by and among Huron Consulting Group Inc., as Borrower, the Lenders Party Thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent.

8-K 10.1 2/27/2024

Amendment to Huron Consulting Group Inc.

Stock Ownership Participation Program, effective May 3, 2024.

A mendment to Senior Management Agreement by and between Huron Consulting Group Inc.

3/31/2024 10.1 4/30/2024

19.1 Huron Consulting Group Inc.'s Insider Trading Policy.

21.1 List of Subsidiaries of Huron Consulting Group Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Huron Consulting Group Compensation Clawback Policy

Huron Consulting Group Inc.'s Compensation Clawback Policy, as amended and restated effective February 14, 2025.

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.

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

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Indicates the exhibit is a management contract or compensatory plan or arrangement.

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Signature Title Date

MARK HUSSEY President, Chief Executive Officer and Director 2/27/2024

MARK HUSSEY Chief Executive Officer, President and Director

POWER OF ATTORNEY

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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.

Kelly, and Hope Katz, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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

MARK HUSSEY President, Chief Executive Officer and Director

MARK HUSSEY Chief Executive Officer, President and Director

(Principal Executive Officer)

MCCARTNEY Non-Executive Chairman of the Board 2/27/2024

SAWYER Non-Executive Chairman of the Board 2/25/2025

ROTH Vice Chairman of the Board 2/25/2025

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MARKELL Director 2/25/2025

SAWYER Director 2/27/2024

Director 2/25/2025

/s/ EKTA SINGH-BUSHELL Director 2/25/2025

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Consolidated Balance Sheets at December 31, 2024 and 2023

Consolidated Statements of Earnings and Other Comprehensive Income for the years ended December 31, 2023, 2022, and 2021

Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022

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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”).

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and other comprehensive income, of stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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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.

Additionally, the Company’s Healthcare practice enters into performance-based billing arrangements whereby fees are tied to the attainment of contractually defined objectives, which make up a portion of total revenues of $1.5 billion for the year ended December 31, 2024.

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.

Variable consideration is estimated using either the expected value method or the most likely amount method, as appropriate, 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.

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Accrued payroll and related benefits 247,579 225,921

Current maturities of long-term debt 13,750 —

Current maturities of operating lease liabilities 12,315 11,032

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Deferred compensation and other liabilities 42,481 35,665

Long-term debt 324,000 290,000

Long-term debt, net of current portion

342,857 324,000

Operating lease liabilities, net of current portion 29,686 38,850

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2024 2023 2022

Revenues and reimbursable expenses:

Revenues $ 1,362,060 $ 1,132,455 $ 905,640

Revenues before reimbursable expenses

$ 1,486,085 $ 1,362,060 $ 1,132,455

Reimbursable expenses 35,720 36,695 26,506

Total revenues and reimbursable expenses 1,398,755 1,158,961 926,958

Total revenues

1,521,805 1,398,755 1,158,961

Operating expenses:

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Selling, general and administrative expenses 286,655 257,932 209,574

Other gains, net

( 14,196 ) ( 444 ) ( 193 )

Restructuring charges 9,913 11,550 9,909

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Diluted 18,613 19,601 20,746

Comprehensive income:

Comprehensive income (loss):

Net income $ 116,626 $ 62,479 $ 75,552

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Unrealized gain (loss) on cash flow hedging instruments, net of tax ( 3,373 ) ( 3,615 ) 9,315

Other comprehensive income 4,708 1,279 3,779

Other comprehensive income (loss)

( 10,941 ) 4,708 1,279

Comprehensive income $ 105,685 $ 67,187 $ 76,831

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Exercise of stock options 36,536 — 1,421 1,421

Purchase of business 74,671 1 3,322 3,323

Share-based compensation 30,991 30,991

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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

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Exercise of stock options 32,986 — 1,832 1,832

Purchase of business 16,337 — 1,646 1,646

Purchases of businesses

185,069 2 20,849 20,851

Share-based compensation 44,237 44,237

Shares redeemed for employee tax withholdings ( 223,800 ) ( 22,085 ) ( 22,085 )

Other capital contributions

Share repurchases ( 1,218,434 ) ( 12 ) ( 122,186 ) ( 122,198 )

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Net income $ 116,626 $ 62,479 $ 75,552

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash flows from operating activities:

Depreciation and amortization 25,300 24,938 27,359

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Gain on sale of property and equipment, excluding transaction costs ( 101 ) ( 64 ) ( 1,111 )

Gain on sale of business, excluding transaction costs — — ( 32,824 )

Gain on sale of businesses, excluding transaction costs

( 4,309 ) — —

Change in fair value of contingent consideration liabilities ( 533 ) ( 490 ) ( 359 )

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Distributions from life insurance policies — 2,956 3,377

Purchases of businesses ( 1,613 ) ( 3,448 ) ( 44,819 )

Purchases of businesses, net of cash acquired

( 49,503 ) ( 1,613 ) ( 3,448 )

Capitalization of internally developed software costs ( 23,932 ) ( 25,742 ) ( 11,752 )

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Proceeds from sale of property and equipment 102 111 4,753

Divestiture of business — 207 41,273

Proceeds from divestitures of businesses

Net cash used in investing activities ( 79,749 ) ( 36,652 ) ( 20,128 )

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Contingent consideration accrued related to purchases of businesses $ 36 $ 374 $ 1,185

Note receivable issued related to divestiture of business

$ 2,250 $ — $ —

Share repurchases included in current liabilities $ 636 $ 1,030 $ 1,107

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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.

Huron is a global professional services firm that partners with clients to put possible into practice by creating sound strategies, optimizing operations, accelerating digital transformation, and empowering businesses to own their future.

By 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 aligns our business by industry.

The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services, energy and utilities, industrials and manufacturing, and the public sector.

We also provide revenue reporting across two principal capabilities:

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All intercompany balances and transactions have been eliminated in consolidation.

In the second quarter of 2024, we revised the presentation of our consolidated statement of operations and other comprehensive income (loss) to separately present other gains, net previously presented within selling, general and administrative expenses.

The change in presentation had no effect on our consolidated results, and our historical consolidated statements of operations and other comprehensive income (loss) were revised for consistent presentation.

In the third quarter of 2024, we revised the line item descriptions of revenues to rename revenues as revenues before reimbursable expenses and to rename total revenues and reimbursable expenses as total revenues.

The change in line item description has no impact on the line item totals for any periods presented.

Use of Estimates

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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.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

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”).

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Estimates of total engagement revenues and cost of services are monitored regularly during the term of the engagement.

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.

We also generate revenues from software licenses for our research administration and compliance software, which is generally recognized in the month in which the software is delivered.

• Time-and-expense:

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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.

1) estimate variable consideration using either the expected value method or the most likely amount method, as appropriate 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.

We also generate subscription revenue from our cloud-based analytic tools and solutions including our cloud-based revenue cycle management software and research administration and compliance software.

Software support, maintenance and subscription revenues are recognized ratably over the support or subscription period.

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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.

Sales commissions with an expected amortization period greater than one year are deferred and amortized on a systematic basis that is consistent with the revenue recognition model for 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.

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During the years ended December 31, 2024, 2023, and 2022, we amortized $ 0.3 million, $ 0.2 million, and $ 0.3 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.

Unamortized sales commissions were $ 0.5 million and $ 0.4 million as of December 31, 2024 and 2023, respectively.

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

estimates may differ from actual results.

Allowances for Doubtful Accounts and Unbilled Services

The allowances are assessed by management on a regular basis.

These 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.

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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 exclude reimbursable expenses and amortization of intangible assets and software development costs, both of which are separately presented in our consolidated statements of operations.

Direct costs are expensed in the period incurred.

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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.

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

Fair Value of Financial Instruments

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 .

Software, computers, and related equipment are depreciated over a useful life of two to four years .

Furniture and fixtures are depreciated over a useful life of five years .

Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the initial term of the lease.

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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.

We capitalize internal and external software development costs related to our cloud computing applications and software for internal use, which we account for in accordance with ASC 350-40:

Intangibles - Goodwill and Other, Internal-Use Software;

and related to software products that will be sold, leased, or marketed, which we account for in accordance with ASC 985:

Software-Costs of Software to be Sold, Leased, or Marketed.

These capitalized costs are included as a component of other non-current assets on our consolidated balance sheet and the related amortization is recorded to depreciation and amortization on our consolidated statements of operations.

Under ASC 350-40, we capitalize software development costs incurred during the application development stage.

Costs related to preliminary project activities and post implementation activities are expensed as incurred.

1 unchanged sentence

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.

As of December 31, 2024, gross capitalized internal-use software development costs and related accumulated amortization was $ 94.3 million and $ 33.8 million, respectively.

As of December 31, 2023, gross capitalized internal-use software development costs and related accumulated amortization was $ 72.3 million and $ 26.8 million, respectively.

During the years ended December 31, 2024, 2023, and 2022, we amortized $ 7.6 million, $ 6.5 million, and $ 5.9 million, respectively, of such software development costs.

Under ASC 985, software development costs 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.

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

As of December 31, 2024, gross capitalized software development costs related to software products that will be sold, leased or otherwise marketed and related accumulated amortization was $ 0.7 million and $ 0.1 million, respectively.

During the year ended December 31, 2024, we amortized $ 0.1 million of such capitalized costs.

We did not capitalize any material development costs for this type of software during 2023.

Implementation Costs Incurred in a Cloud Computing Arrangement

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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.

See Note 5 “Leases” and Note 11 “Restructuring Charges” for information on our operating lease ROU asset impairment charges recorded in 2024, 2023, 2022 and fixed asset impairment charges recorded in 2024 and 2023.

No material impairment charges for other long-lived assets were recorded in 2024, 2023, or 2022.

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Based on our evaluation as of December 31, 2024, we determined that no indications of impairment have arisen since our annual goodwill impairment test.

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.

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.

an interim impairment test for each of our reporting units as of January 1, 2022 in connection with our 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.

See Note 4 “Goodwill and Intangible Assets” for additional information on our 2024 and 2023 annual goodwill impairment tests.

HURON CONSULTING GROUP INC.

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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.

We amortize the costs we incur to obtain debt financing over the contractual life of the related debt using the effective interest method for non-revolving debt and the straight-line method for revolving debt.

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 term loan facility (the “Term Loan”) are included as a discount to the Term Loan.

Unamortized debt issuance costs attributable to our senior secured revolving credit facility are included as a component of other non-current assets.

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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.

Foreign currency transaction gains and losses are included in other income (expense), net on the consolidated statement of operations.

We recognized $ 2.1 million of foreign currency transaction gains in 2024, $ 0.5 million of foreign currency transaction losses in 2023, and $ 0.7 million of foreign currency transaction gains in 2022.

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.

As of December 31, 2024, our chief operating

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

decision maker manages the business under three operating segments, which are our reportable segments:

Healthcare, Education, and Commercial.

See Note 19 “Segment Information” for additional information on our reportable segments.

New Accounting Pronouncements

Not Yet Adopted

Recently 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.

We adopted ASU 2023-07 in the fourth quarter of 2024 on a retrospective basis, resulting in additional disclosures with no impact on our consolidated financial statements.

See Note 19 “Segment Information” for the additional disclosures made related to our reportable segments.

Not Yet Adopted

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, 2025, 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.

We expect the adoption of this ASU will have no impact on our financial position or our results of operations, but will result in additional disclosures.

On March 6, 2024, the U.S.

Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which will require registrants to disclose certain climate-related information in registration statements and annual reports.

The disclosure requirements will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2025, subject to any delay which may result from the current administrative stay issued by the SEC.

We expect the adoption will have no impact on our financial position or our results of operations, but we are currently evaluating the impact this guidance will have on our disclosures within our consolidated financial statements.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expense s, which is intended to enhance transparency of the nature and function of expenses, primarily through additional disclosures of certain cost and expenses.

ASU 2024-03 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2027 and for interim reporting periods beginning in fiscal year 2028, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application.

We expect the adoption of this ASU will have no impact on our financial position or our results of operations, but will result in additional disclosures.

Acquisitions and Divestiture

Vlamis Software Solutions, Inc.

On January 1, 2024, we completed the acquisition of the data analytics services team of Vlamis Software Solutions, Inc.

The results of operations of Vlamis are included within our consolidated financial statements as of the acquisition date and allocated among our Education and Commercial segments based on the engagements delivered by the business.

Grenzebach Glier and Associates, Inc.

On March 1, 2024, we completed the acquisition of Grenzebach Glier and Associates, Inc.

(“GG+A”), a philanthropic management consulting firm that helps education institutions and other nonprofit organizations build and accelerate the philanthropic programs, in order to expand our philanthropic consulting offerings.

The results of operations of GG+A are included within our consolidated financial statements and results of operations of our Education segment as of the acquisition date.

AXIA Consulting, Inc.

On December 2, 2024, we completed the acquisition of AXIA Consulting, Inc.

(“AXIA Consulting”), a provider of supply chain-focused consulting and technology solutions, in order to expand our supply chain consulting and Oracle supply chain management (SCM) offerings

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

and broaden our Microsoft capabilities.

The results of operations of AXIA Consulting are included within our consolidated financial statements and allocated among our three operating segments based on the engagements delivered by the business.

The acquisitions of Vlamis, GG+A, and AXIA Consulting are not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2024.

The current acquisition date values of assets acquired and liabilities assumed from the AXIA Consulting acquisition are considered preliminary and are based on the information that was available as of the date of the acquisition.

We believe that the information provides a reasonable basis for estimating the preliminary values of assets acquired and liabilities assumed but certain items, such as the intangible assets valuations and the working capital adjustments, among other things, may be subject to change as additional information is received.

Thus, the provisional measurements of assets acquired, including goodwill, and liabilities assumed related to the AXIA Consulting acquisition are subject to change.

We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Roundtable Analytics, Inc.

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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.

The acquisition of Roundtable was not significant to our consolidated financial statements as of and for the year ended December 31, 2023.

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.

The results of operations of AIMDATA are included within our consolidated financial statements as of the acquisition date and allocated among our three operating segments, based on the engagements delivered by the business.

Customer Evolution, LLC

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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.

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.

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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.

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.

The acquisitions of AIMDATA and Customer Evolution were not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2022.

Studer Education

On December 31, 2024, we completed the divestiture of our Studer Education practice within our Healthcare segment.

In connection with the sale, we recorded a $ 3.6 million pretax gain which is included in other income (expense), net on our consolidated statement of operations.

The Studer Education practice was not significant to our consolidated financial statements and did not qualify as a discontinued operation for reporting under GAAP.

HURON CONSULTING GROUP INC.

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Goodwill, net as of December 31, 2022 $ 454,214 $ 122,235 $ 48,517 $ 624,966

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

Goodwill recorded in connection with a business combination (1)

Balance as of December 31, 2023:

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Goodwill recorded in connection with business combinations (1)

869 22,476 32,134 55,479

Goodwill allocated to disposal of business (2)

( 2,300 ) — — ( 2,300 )

Foreign currency translation — ( 147 ) — ( 147 )

Balance as of December 31, 2024:

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$ 453,528 $ 144,564 $ 80,651 $ 678,743

(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.

(1) See Note 3 “Acquisitions and Divestiture” for additional information on business combinations completed in 2024, 2023 and 2022.

(2) In 2024, we completed the divestiture of our Studer Education practice within our Healthcare segment, and allocated a portion of goodwill within the Healthcare segment to the disposed practice based on the relative fair values of Studer Education and the remaining segment.

The allocated goodwill of $ 2.3 million was written off and included in the gain on sale of Studer Education.

The sale of Studer Education did not meet the criteria for reporting separately as discontinued operations.

In connection with the sale, we recorded a $ 3.6 million pretax gain which is included in other income (expense), net in our consolidated statements of operations.

2024 Annual Goodwill Impairment Test

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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.

We elected to bypass the qualitative assessment and utilized a quantitative goodwill impairment test to provide an updated fair value for each reporting unit as of the most recent valuation quantitative analysis performed was as of January 1, 2022.

We reviewed goodwill for impairment by comparing the fair value of the reporting unit to its carrying value, including goodwill.

In estimating the fair value of the reporting unit, we relied on a combination of the income approach and the market approach utilizing the guideline company method, with a fifty-fifty weighting.

Based on the results of the goodwill impairment test, we determined the fair value of the Healthcare, Education, and Commercial reporting units exceeded their carrying value by approximately 105 %, 185 %, and 335 %, respectively.

As such, we concluded that there is no indication of goodwill impairment for these three reporting units.

In the income approach, we utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by each reporting unit 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.

In the market approach, we utilized the guideline company method, which involved calculating EBITDA multiples based on operating data from guideline publicly traded companies.

Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company.

These multiples were evaluated and adjusted based on specific characteristics of each of the reporting units relative to the selected guideline companies and applied to the reporting units' operating data to arrive at an indication of value.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Further, we evaluated whether any events have occurred or any circumstances have changed since November 30, 2024 that would indicate goodwill may have become impaired since our annual impairment test.

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Any significant decline in our operations could result in non-cash goodwill impairment charges.

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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:

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.

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.

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.

We performed a qualitative assessment considering the most recent quantitative analysis performed, actual performance, our internal financial projections, and current carrying value of each reporting unit;

as well as other various factors, including macroeconomic conditions, relevant industry and market trends for each reporting unit, and other entity-specific events.

Based on our evaluation as of November 30, 2023, we determined that there were no indications of goodwill impairment for any of our reporting units.

Intangible Assets

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Trade names 6 6,000 6,000 6,000 6,000

Customer contracts 2 to 4

1,483 418 — —

Non-competition agreements 2 to 5

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Total $ 55,656 $ 29,580 $ 83,586 $ 65,512

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.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

We acquired intangible assets related to our acquisitions of $ 14.6 million and $ 2.9 million during the years ended December 31, 2024 and 2023, respectively.

These acquired intangible assets consist of customer relationships, technology and software, customer contracts and non-competition agreements.

See Note 3 “Acquisitions and Divestiture” for additional information on the business acquisitions completed in 2024 and 2023.

During the years ended December 31, 2024 and 2023, we wrote-off $ 42.4 million and $ 14.1 million, respectively, of fully amortized intangible assets no longer in use;

which primarily consisted of customer relationships.

Identifiable intangible assets with finite lives are amortized over their estimated useful lives using either an accelerated or straight-line basis to correspond to the cash flows expected to be derived from the assets.

Intangible assets amortization expense was $ 6.5 million, $ 8.2 million, and $ 11.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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Actual future amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, and other factors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

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 .

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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.

During the years ended December 31, 2024, 2023, and 2022 we recognized non-cash lease-related impairment charges of $ 3.5 million, $ 6.3 million, and $ 0.2 million, respectively.

During 2024, we exited our office space previously occupied by GG+A and a portion of our office space in New York, New York, resulting in non-cash impairment charges of $ 2.7 million, of which $ 2.0 million was allocated to the operating lease ROU assets and $ 0.7 million was allocated to the related fixed assets based on their relative carrying amounts.

Additionally, in 2024, we recognized $ 0.8 million of lease-related impairment charges driven by updated sublease assumptions for our previously vacated office spaces in Lexington, Massachusetts;

and Lake Oswego, Oregon.

Of the $ 0.8 million, $ 0.7 million was allocated to the fixed assets related to the office spaces and $ 0.1 million was allocated to the operating lease ROU assets based on their relative carrying amounts.

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.

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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.

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.

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, New York and was allocated to the operating lease ROU asset.

See Note 11 “Restructuring Charges” for additional information on our restructuring activities.

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Operating lease cost $ 7,939 $ 8,514 $ 8,877

Short-term leases (1)

Short-term lease cost (1)

Variable lease costs 4,935 3,908 4,587

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Cash paid for operating lease liabilities $ 13,458 $ 13,107 $ 12,634

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

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

$ 4,286 $ 4,678 $ 1,908

Weighted average remaining lease term - operating leases 3.7 years

Weighted average discount rate - operating leases 4.3 % 4.4 % 4.2 %

Property and Equipment, Net

Depreciation expense for property and equipment was $ 10.6 million, $ 10.2 million, and $ 10.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Additionally, during the years ended December 31, 2024 and 2023, we recognized $ 0.5 million and less than

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

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.

$ 0.1 million 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.

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Property and equipment 74,919 84,396

Accumulated depreciation and amortization ( 60,668 ) ( 58,066 )

Accumulated depreciation

( 53,241 ) ( 60,668 )

Property and equipment, net $ 21,678 $ 23,728

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.

The Company has a $ 600 million senior secured revolving credit facility (the “Revolver”) and a $ 275 million senior secured term loan facility (the “Term Loan”), subject to the terms of the Third Amended and Restated Credit Agreement dated as of November 15, 2022 (as amended, the “Amended Credit Agreement”), both of which fully mature on November 15, 2027 .

The Term Loan was established in February 2024 with the execution of Amendment No.

2 to the Third Amended and Restated Credit Agreement.

The Term Loan is subject to scheduled quarterly amortization payments of $ 3.4 million which began June 30, 2024 and continue through the maturity date of November 15, 2027 , at which time the outstanding principal balance and all accrued interest will be due.

As of December 31, 2024, we had total borrowings outstanding under our Amended Credit Agreement of $ 357.7 million, consisting of $ 93.0 million outstanding under the Revolver and $ 264.7 million outstanding under the Term Loan.

A summary of the scheduled maturities of those borrowings follows:

Scheduled Maturities of Long-Term Debt

The initial borrowings under the Revolver were used to refinance borrowings outstanding under a prior credit agreement, and future borrowings under the Revolver may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes.

The proceeds of the Term Loan were used to reduce borrowings under the Revolver.

The Amended Credit Agreement provides 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 Amended Credit Agreement of $ 1.13 billion.

Fees and interest on borrowings under the Amended Credit Agreement 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, in the case of the Revolver, an alternate base rate, in each case plus the applicable margin.

The applicable margin for borrowings under the Revolver 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.

The applicable margin for the outstanding principal under the Term Loan will range between 1.625 % per annum and 2.375 % per annum based upon our Consolidated Leverage Ratio at such time.

The fees and interest are subject to further adjustment based upon the Company's performance against specified key performance indicators.

Based upon the performance of the Company against those key performance indicators in each Reference Year (as defined in the Amended Credit Agreement), 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

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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.

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 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 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;

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At December 31, 2024, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 1.39 to 1.00 and a Consolidated Interest Coverage Ratio of 10.50 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.

A summary of the carrying amounts of our debt follows:

2024 December 31,

$ 93,000 $ 324,000

Unamortized debt issuance costs - Term Loan 1

Total long-term debt 356,607 324,000

Current maturities of long-term debt

Long-term debt, net of current portion $ 342,857 $ 324,000

(1) In connection with establishing the Term Loan, we incurred $ 1.4 million of debt issuance costs which were recognized as a discount to the Term Loan.

These debt issuance costs are amortized to interest expense using an effective interest rate of 7.34 % over the term of the Term Loan.

Unamortized debt issuance costs related to the Revolver are included as a component of other non-current assets and amortized to interest expense using the straight-line method over the term of the Revolver.

Borrowings outstanding under the Amended Credit Agreement as of December 31, 2024 and 2023 carried a weighted average interest rate of 4.7 % and 4.2 %, respectively, including the effect of the interest rate swaps described in Note 12 "Derivative Instruments and Hedging Activity."

The borrowing capacity under the Revolver is reduced by any outstanding borrowings under the Revolver and outstanding letters of credit.

At December 31, 2024, we had outstanding letters of credit totaling $ 0.4 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.

As of December 31, 2024, the unused borrowing capacity under the Revolver was $ 506.6 million.

Capital Structure

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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.

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.

For the years ended December 31, 2024, 2023 and 2022 we recognized total revenues of $1.52 billion, $1.40 billion, and $1.16 billion, respectively.

Of the $1.52 billion total revenues recognized in 2024, we recognized revenues of $ 26.3 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 22.8 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 3.5 million was primarily due to the release of allowances on receivables from clients and unbilled services.

Of the $1.40 billion total revenues 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 $1.16 billion total revenues 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.

As of December 31, 2024, we had $ 187.6 million of remaining performance obligations under engagements with original expected durations greater than one year.

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The contract asset balance, net as of December 31, 2024 and 2023 was $ 60.1 million and $ 70.1 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.

The $ 10.0 million decrease 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.

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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.

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(Tabular amounts in thousands, except per share amounts)

Earnings Per Share

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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.

In periods for which we report a net loss, 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.

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(Tabular amounts in thousands, except per share amounts)

Earnings per share under the basic and diluted computations are as follows:

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Net income per diluted share $ 6.27 $ 3.19 $ 3.64

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.

The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above at December 31, 2024, 2023 and 2022 was less than 0.1 million, 0.1 million and 0.2 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 share repurchase program has been subsequently extended and increased, most recently in the second quarter of 2024.

The current authorization extends the share repurchase program through December 31, 2025 with a repurchase amount of $ 500 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.

During 2024, we repurchased and retired 1,218,434 shares for $ 122.2 million, which includes a $ 0.5 million accrual for excise taxes on the net share repurchases in 2024 and includes 5,103 shares for $ 0.6 million which were settled in the first quarter of 2025.

Additionally, in 2024, we settled the repurchase of 10,000 shares for $ 1.0 million which were accrued as of December 31, 2023 and we paid $ 0.9 million for the excise taxes accrued on the net share repurchases in 2023.

During 2023, we repurchased and retired 1,461,815 shares for $ 123.6 million, which includes a $ 0.9 million accrual for excise taxes on the net share repurchases in 2023 and includes 10,000 shares for $ 1.0 million which were settled in the first quarter of 2024.

Additionally, in the first quarter of 2023, we settled the repurchase of 15,200 shares for $ 1.1 million which were accrued as of December 31, 2022.

During 2022, we repurchased and retired 2,037,752 shares for $ 121.3 million, which includes 15,200 shares for $ 1.1 million which were settled in the first quarter of 2023.

Additionally, in the first quarter of 2022, we settled the repurchase of 3,820 shares for $ 0.2 million which were accrued as of December 31, 2021.

As of December 31, 2024, $ 64.5 million remained available for share repurchases under our share repurchase program.

Restructuring Charges

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.

In 2024, we incurred $9.9 million of restructuring charges, of which $ 1.3 million related to the divestiture of our Studer Education practice.

On December 31, 2024, we completed the divestiture of our Studer Education practice and recognized a $ 3.6 million pretax gain which is included within other income (expense), net on our consolidated statement of operations.

The total restructuring charge of $9.9 million recognized in 2024 consisted of the following:

Employee costs - We incurred $ 3.3 million of severance-related restructuring expense, of which $ 2.3 million related to strategic workforce adjustments to better align our resources with market demand and $ 1.0 million related to transaction-related employee payments made in connection with the divestiture of our Studer Education practice.

Office space reductions - We incurred $ 6.2 million of restructuring expense related to office space reductions.

During 2024, we exited our office space previously occupied by GG+A and a portion of our office space in New York, New York resulting in non-cash impairment charges of $ 1.4 million and $ 1.2 million, respectively, on the related right-of-use operating lease assets and fixed assets.

Additionally, we exited the remaining portion of our office space in Denver, Colorado resulting in $ 0.5 million of accelerated depreciation and amortization on the related

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fixed assets and right-of-use operating lease assets we abandoned.

We also incurred $ 2.3 million of restructuring charges for rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.8 million related to non-cash lease impairment charges driven by updated sublease assumptions for our previously vacated office spaces.

Other - We incurred $ 0.3 million of other restructuring charges related to third-party legal and professional advisory fees incurred in connection with the divestiture of our Studer Education practice.

Of the total $9.9 million restructuring charge, $ 7.6 million was recognized in our corporate operations, $ 1.3 million was recognized in our Healthcare segment, $ 0.6 million was recognized in our Commercial segment, and $ 0.4 million was recognized in our Education segment.

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.

Office space reductions - We incurred $ 8.1 million of restructuring expense related to office space reductions.

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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.

In 2022, we incurred $9.9 million million of total restructuring charges, which consisted of the following:

In 2022, we incurred $9.9 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.

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 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.

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.

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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, 2024 and 2023.

Employee Costs Office Space Reductions Other Total

Employee Costs Other Total

Balance as of December 31, 2022

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Adjustments (1)

11 201 40 252

Balance as of December 31, 2023

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All of the $ 0.6 million restructuring charge liability related to employee costs at December 31, 2024 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.

All of the $ 0.6 million other restructuring charge liability at December 31, 2024, which primarily relates to the early termination of a contract in a prior period, 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.

Derivative Instruments and Hedging Activity

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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.

We are party to forward interest rate swap agreements with aggregate notional amounts of $ 250.0 million as of both December 31, 2024 and 2023.

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.

The forward interest rate swap agreements have staggered maturities through January 31, 2029 .

As of December 31, 2024, it was anticipated that $ 1.2 million of the gains, net of tax, related to interest rate swaps currently recorded in accumulated other comprehensive income will be reclassified into interest expenses, net of interest income 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, 2025 .

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.

As of December 31, 2024 and 2023, the aggregate notional amounts of these contracts were INR 1.40 billion, or $ 16.3 million, and INR 1.38 billion, or $ 16.6 million, respectively, based on the exchange rates in effect as of each period end.

As of December 31, 2024, it was anticipated that all of the $ 0.3 million losses, net of tax, related to foreign exchange forward contracts currently recorded in accumulated other comprehensive income will be reclassified into direct costs in our consolidated statement of operations within the next 12 months.

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Refer to Note 14 “Other Comprehensive Income (Loss)” for additional information on our derivative instruments.

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Fair Value of Financial Instruments

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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.

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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, 2024 and 2023.

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Total assets $ — $ 45,064 $ 62,344 $ 107,408

Interest rate swap $ — $ 307 $ — $ 307

Foreign exchange forward contracts $ — $ 381 $ — $ 381

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Total assets $ — $ 42,372 $ 68,046 $ 110,418

Interest rate swaps $ — $ 307 $ — $ 307

Foreign exchange forward contracts — 70 — 70

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Refer to Note 12 “Derivative Instruments and Hedging Activity” for additional information on our foreign exchange forward contracts.

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Deferred compensation assets:

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Realized and unrealized gains (losses) from the deferred compensation assets are recorded to other income (expense), net in our consolidated statements of operations.

See Note 15 “Employee Benefit and Deferred Compensation Plans” for additional information on the Plan.

Convertible debt investment:

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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.

We also reviewed the characteristics of our investment to confirm that the convertible

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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.

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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 hybrid analysis utilizes certain assumptions including the assumed holding period through the maturity date of January 17, 2027 ;

the applicable waterfall distribution at the end of the expected holding period based on the rights and privileges of the various instruments;

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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 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 5.6 % and 6.3 % as of December 31, 2024 and 2023, respectively.

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.

Any change in the fair value estimate is recorded to other losses (gains), net 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.

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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.

We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded to other income (expense), net in our consolidated statement of operations.

The carrying value of the preferred stock investment is recorded in long-term investments in our consolidated balance sheets.

In the fourth quarter of 2023, we recognized a non-cash impairment loss of $ 26.3 million on our preferred stock investment recorded to other income (expense), net in our consolidated statement of operations, based on the valuation established in the most recent financing round.

There were no observable price changes or factors to indicate that a significant decrease in enterprise value occurred in 2024.

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.

As of both December 31, 2024 and 2023, the carrying value of our preferred stock investment was $ 7.4 million.

Senior Secured Credit Facility

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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.

Other Comprehensive Income (Loss)

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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, 2024, 2023, and 2022.

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( 1,890 ) — — — ( 1,890 )

Reclassification adjustments into earnings, net of tax of $ 0 (2)

( 1,082 ) — — — ( 1,082 )

Unrealized gain (loss) on investments:

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— — ( 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 )

Balance as of December 31, 2022 ( 3,033 ) 12,228 9,012 ( 88 ) 18,119

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Change in fair value, net of tax of $( 13 )

— — — ( 120 ) ( 120 )

Reclassification adjustment into earnings, net of tax of $( 1 )

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Change in fair value, net of tax of $ 103

— — — ( 299 ) ( 299 )

Reclassification adjustment into earnings, net of tax of $( 24 )

Balance as of December 31, 2024 $ ( 5,912 ) $ 15,862 $ 2,220 $ ( 284 ) $ 11,886

(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.

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(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.

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.

Employee Benefit and Deferred Compensation Plans

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As of December 31, 2024, 0.8 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.

On May 1, 2015, we adopted the Stock Ownership Participation Program (the “SOPP”), which is available to Huron employees below the managing director and principal levels 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.

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Total share-based compensation cost recognized for the years ended December 31, 2024, 2023, and 2022 was $ 45.1 million, $ 45.7 million, and $ 31.0 million, respectively, with related income tax benefits of $ 9.4 million, $ 9.3 million, and $ 6.8 million, respectively.

The $ 45.1 million of shared-based compensation cost recognized in 2024 included $ 0.5 million recorded to restructuring charges as it related to the modification of certain nonvested share-based compensation awards to accelerate vesting upon the completed sale of the Studer Education practice.

As of December 31, 2024, there was $ 64.4 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 2.8 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 .

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

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 .

The table below summarizes the restricted stock activity for the year ended December 31, 2024.

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Based on 2024 financial results, approximately 67,451 of the 327,236 unearned shares will be forfeited in the first quarter of 2025.

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.

HURON CONSULTING GROUP INC.

1 unchanged sentence

(Tabular amounts in thousands, except per share amounts)

The aggregate fair value of performance-based stock that vested during the years ended December 31, 2024, 2023, and 2022 was $ 25.9 million , $ 5.9 million, and $ 5.8 million, respectively.

The weighted average grant date fair value per share of performance-based stock granted during 2023 and 2022 was $ 80.89 and $ 48.22 , respectively.

Performance-based Stock Options

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The fair values of the performance-based stock options granted during 2024 and 2023 were calculated using the Black-Scholes option pricing model using the following assumptions:

2024 2023 2022

Black-Scholes performance-based option pricing model:

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1.6 % / 2.6 %

Expected option life (in years) 4.5 years 4.5 years

Expected option life (in years) 4.5 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.

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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.

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, 2024 was as follows:

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The weighted average grant date fair value of the performance-based stock options granted during 2024, 2023, and 2022 was $ 39.10 , $ 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

The aggregate intrinsic value of performance-based stock options exercised during 2023 was $ 0.8 million.

No performance-based stock options were exercised in 2022.

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

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 of grant.

No time-vested stock option awards were granted in 2024, 2023, or 2022.

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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:

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

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Outstanding at December 31, 2023 25 $ 52.49 4.7 $ 1.3

Exercised ( 31 ) $ 49.90 $ 1.5

Forfeited or expired —

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(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 2024, 2023, and 2022.

The aggregate intrinsic value of time-vested stock options exercised during 2023 and 2022 was $ 1.5 million and $ 0.5 million, respectively.

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.

HURON CONSULTING GROUP INC.

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Disallowed executive compensation 1.7 3.7 1.9

Meals and entertainment 0.9 0.1 0.1

Valuation allowance 0.6 0.4 2.6

Foreign source income 0.2 1.2 ( 0.2 )

Disallowed meals and entertainment

Stock-based compensation ( 3.5 ) ( 2.9 ) 0.1

1 unchanged sentence

Realized investment losses/gains ( 0.6 ) ( 1.2 ) 1.4

Foreign source income ( 0.2 ) 0.2 1.2

Deferred tax adjustments — ( 0.3 ) ( 2.7 )

CARES Act net operating loss carryback — — ( 3.8 )

Other 0.6 ( 0.3 ) ( 0.3 )

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Deferred tax assets:

Operating lease liabilities $ 13,635 $ 15,249

Share-based compensation $ 13,216 $ 12,343

Operating lease liabilities 11,687 13,635

Deferred compensation liability 10,944 9,048

1 unchanged sentence

Net operating loss carryforwards 3,553 3,508

Software development costs 1,749 —

Tax credits 2,164 1,609

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Intangibles and goodwill ( 51,526 ) ( 44,454 )

Convertible debt investment ( 7,067 ) ( 4,421 )

Operating lease right-of-use assets ( 5,756 ) ( 6,898 )

Convertible debt investment ( 5,542 ) ( 7,067 )

Prepaid expenses ( 4,811 ) ( 2,917 )

Property and equipment ( 1,448 ) ( 2,547 )

Preferred stock investment ( 617 ) ( 7,613 )

Software development costs — ( 4,195 )

Other ( 5,860 ) ( 5,204 )

1 unchanged sentence

Net deferred tax liabilities $ ( 25,900 ) $ ( 25,872 )

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.

As of December 31, 2024 and 2023, we had valuation allowances of $6.6 million and $5.7 million, respectively, primarily due to uncertainties relating to the ability to utilize deferred tax assets recorded for foreign losses and tax credits.

The increase in valuation allowances in 2024 primarily related to an increase in foreign tax credits carryforwards.

The Company has foreign net operating losses of $ 3.5 million which begin to expire in 2027, if not utilized.

We have federal tax credit carryforwards of $ 2.2 million which will begin to expire in 2030, if not utilized.

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Balance at January 1, 2022

Balance at December 31, 2021 744

Decrease due to lapse of statue of limitations ( 101 )

Decrease due to lapse of statute of limitations

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 )

Decrease due to lapse of statute of limitations

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.

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.

Balance at December 31, 2024 $ —

As of both December 31, 2024 and 2023, there was no unrecognized tax benefit which would affect the effective tax rate if recognized.

As of both December 31, 2024 and 2023, no potential payment of interest and penalties was accrued.

When we accrue interest and penalties, we record 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.

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Tax years 2018 through 2023 are subject to future examinations by state and local tax authorities.

The Company is

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

currently under audit by the state of Wisconsin.

Our foreign income tax filings are subject to future examinations by the local foreign tax authorities for tax years 2019 through 2023 .

Currently, we are not under audit by any tax authority.

The Company is currently under audit by the governments of India and Singapore.

We do not expect the outcome of these audits to have a material adverse effect on our financial position or results of operations.

Commitments, Contingencies and Guarantees

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See Note 5 “Leases” for additional information on our leases, including the remaining expected lease payments under our operating leases as of December 31, 2024.

In the second quarter of 2024, we recognized a $ 15.0 million pre-tax litigation settlement gain related to a completed legal matter in which Huron was the plaintiff, which is included in other gains, net on our consolidated statement of operations.

As of December 31, 2024, all of the $ 15.0 million settlement was received.

From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business.

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However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results.

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.

Guarantees in the form of letters of credit totaling $ 0.4 million and $ 0.5 million were outstanding at December 31, 2024 and 2023, respectively, which are used as security deposits for our office facilities.

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.

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Segment Information

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.

We provide our services and products and manage our business under three reportable segments:

Healthcare, Education, and Commercial, which align our business by industry.

Our Healthcare segment serves acute care providers, including national and regional health systems;

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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;

Our healthcare-focused services and products include financial and operational performance improvement consulting, which spans revenue cycle, business operations and care delivery transformation;

digital offerings, spanning technology and analytic-related services, which includes enterprise health record (“EHR”), enterprise resource planning (“ERP”) and enterprise performance management (“EPM”), customer relationship management (“CRM”), data management, artificial intelligence (“AI”) and automation, and technology managed services, and a portfolio of software products;

organizational transformation;

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and strategy and innovation consulting.

Our Education segment serves public and private colleges and universities, research institutes, not-for-profit organizations and other education-related organizations.

Our education and research-focused services and products include our digital offerings,

HURON CONSULTING GROUP INC.

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(Tabular amounts in thousands, except per share amounts)

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);

spanning technology and analytic-related services, including student information systems, ERP and EPM, CRM, data management, AI and automation, 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.

our strategy and operations consulting services, which span finance, accounting, operations and athletics to organization and talent strategy and student and academic strategy;

and our global philanthropy consulting services.

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.

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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.

Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial and capital advisory (special situation advisory and corporate finance advisory) consulting services, and strategy and innovation consulting services.

Our chief operating decision maker ("CODM"), who is our chief executive officer, manages the business under these three reportable segments.

Our CODM uses segment operating income in the annual budgeting and quarterly forecasting process as well as on a monthly basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment.

Our CODM does not evaluate segments using asset information.

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.

Unallocated costs include corporate costs related to administrative functions that are performed in a centralized manner, as well as restructuring charges, depreciation and amortization, and interest expense that are not attributable to a particular segment.

The 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.

The tables below set forth information about our operating segments for the years ended December 31, 2024, 2023, and 2022, 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,

2024 2023 2022

Revenues before reimbursable expenses $ 756,263 $ 673,989 $ 534,999

Reimbursable expenses 21,174 22,324 16,347

Total revenues 777,437 696,313 551,346

Operating expenses:

Direct costs 489,123 452,080 360,823

Reimbursable expenses 21,174 22,332 16,463

Selling, general and administrative expenses 49,728 41,351 36,155

Depreciation and amortization 7,162 6,373 6,015

Other segment items (1)

1,322 1,277 663

Total segment operating expenses 568,509 523,413 420,119

Segment operating income $ 208,928 $ 172,900 $ 131,227

Revenues before reimbursable expenses $ 474,221 $ 429,663 $ 359,835

Reimbursable expenses 9,320 9,229 5,988

Total revenues 483,541 438,892 365,823

Operating expenses:

Direct costs 337,607 308,800 257,603

Reimbursable expenses 9,320 9,311 6,083

HURON CONSULTING GROUP INC.

1 unchanged sentence

(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,

2024 2023 2022

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 %

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 %

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 %

Revenues $ 1,362,060 $ 1,132,455 $ 905,640

Selling, general and administrative expenses 25,472 21,128 18,795

Depreciation and amortization 1,912 437 492

Other segment items (1)

709 118 3,926

Total segment operating expenses 375,020 339,794 286,899

Segment operating income $ 108,521 $ 99,098 $ 78,924

Revenues before reimbursable expenses $ 255,601 $ 258,408 $ 237,621

Reimbursable expenses 5,226 5,142 4,171

Total revenues and reimbursable expenses $ 1,398,755 $ 1,158,961 $ 926,958

Total revenues 260,827 263,550 241,792

Operating expenses:

Direct costs 183,250 181,812 167,398

Reimbursable expenses 5,223 5,123 4,126

Selling, general and administrative expenses 20,371 20,251 18,003

Depreciation and amortization 223 210 582

Other segment items (1)

562 1,952 1,658

Total segment operating expenses 209,629 209,348 191,767

Segment operating income $ 51,198 $ 54,202 $ 50,025

Revenues before reimbursable expenses $ 1,486,085 $ 1,362,060 $ 1,132,455

Reimbursable expenses 35,720 36,695 26,506

Total revenues $ 1,521,805 $ 1,398,755 $ 1,158,961

Segment operating income $ 368,647 $ 326,200 $ 260,176

Items not allocated at the segment level:

Other operating expenses 174,762 136,459 127,020

Unallocated corporate expenses

191,180 175,206 136,677

Other gains, net ( 14,466 ) ( 444 ) ( 218 )

Restructuring charges 7,590 8,204 3,686

3 unchanged sentences

Income before taxes $ 154,016 $ 83,895 $ 108,577

(1) Other segment items in each segment primarily consists of restructuring charges for all periods presented.

HURON CONSULTING GROUP INC.

1 unchanged sentence

(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.

T he following tables illustrate the disaggregation of segment total revenues and segment revenues before reimbursable expenses by our two principal capabilities:

i) Consulting and Managed Services and ii) Digital, and includes a reconciliation to consolidated total revenues and consolidated revenues before reimbursable expenses.

We manage our business on the basis of revenues before reimbursable expenses, which we believe is the most accurate reflection of our services because it eliminates the effect of reimbursable expenses that we bill to our clients at cost.

Year Ended December 31,

Revenues by Capability 2023 2022 2021

Total Revenues by Capability 2024 2023 2022

Consulting and Managed Services $ 549,686 $ 493,263 $ 377,617

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Total revenues $ 1,521,805 $ 1,398,755 $ 1,158,961

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.

Year Ended December 31,

Revenues before Reimbursable Expenses by Capability 2024 2023 2022

Consulting and Managed Services $ 533,846 $ 476,726 $ 365,645

Digital 222,417 197,263 169,354

Total revenues before reimbursable expenses $ 756,263 $ 673,989 $ 534,999

Consulting and Managed Services $ 240,985 $ 214,971 $ 192,336

Digital 233,236 214,692 167,499

Total revenues before reimbursable expenses $ 474,221 $ 429,663 $ 359,835

Consulting and Managed Services $ 89,028 $ 90,323 $ 80,013

Digital 166,573 168,085 157,608

Total revenues before reimbursable expenses $ 255,601 $ 258,408 $ 237,621

Consulting and Managed Services $ 863,859 $ 782,020 $ 637,994

Digital 622,226 580,040 494,461

Total revenues before reimbursable expenses $ 1,486,085 $ 1,362,060 $ 1,132,455

For the years ended December 31, 2024, 2023, and 2022, substantially all of our revenues were recognized over time.

During the years ended December 31, 2024, 2023, and 2022, no single client generated greater than 10 % of our consolidated total revenues.

At December 31, 2024 and 2023, 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.

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, 2024, 2023, and 2022.

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.

Allowances for doubtful accounts and unbilled

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

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.

Balance Additions (1)

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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.

HURON CONSULTING GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures