Exhibit 10.1 [Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.] AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 2, dated as of February 26, 2024 (this "Amendment"), of the Credit Agreement (as defined below) is by and among HURON CONSULTING GROUP INC., a Delaware corporation (the "Borrower"), the Lenders party hereto and BANK OF ...

Talent and Workforce Management - The company increased its full-time professionals from 249 in 2002 to approximately 6,480 as of December 31, 2023[61] - The company faces significant competition for talent, which may increase labor costs and negatively affect margins and results of operations[59] - The company may face challenges in hiring and integrating new employees or acquired businesses, which could disrupt operations and increase costs[71] - The company must manage organizational challenges associated with growth to achieve its business objectives[60] Regulatory and Compliance Risks - The company derives a significant portion of its revenue from clients in the healthcare and education industries, which are highly regulated and subject to changing political influences[76] - Regulatory changes in the healthcare and education sectors could reduce demand for the company's services and require unplanned modifications to service offerings[77] - The company is subject to increased regulatory compliance and oversight in its international operations, which could affect business results[65] - The complexity and number of data protection laws are increasing, which may raise operational costs and impact financial results if compliance is not achieved[100] - Professional liability risks are inherent in the company's engagements, and significant legal liabilities could arise from allegations of negligence, potentially harming financial condition and reputation[104] Financial Performance and Profitability - The company's profitability is significantly affected by the utilization and billing rates of its professionals, which are influenced by client engagement size and timing[107] - Many client contracts are short-term, typically 12 months or less, leading to unpredictable operating results and potential revenue declines if new large engagements are not secured[84] - The company's financial results are significantly influenced by its ability to adapt to rapid technological changes and client demands, with a focus on digital and analytic services[82] - The company's financial guidance is based on assumptions that may not always prove accurate, potentially affecting the market value of its common stock if not met[120] - The company’s ability to generate cash flow from operations is critical for meeting obligations under its current and future indebtedness[124] Strategic Initiatives and Growth - The company modified its operating model effective January 1, 2022, to report under three industries, which may take several years for full implementation[75] - The company's growth strategy emphasizes innovation and investment in new technologies to maintain a competitive advantage and expand into new growth areas[83] - The company launched the Huron Managed Services business within the Healthcare industry, providing revenue cycle managed services to hospitals and health systems[105] Market and Competitive Landscape - The consulting services industry is highly competitive, with numerous participants and low barriers to entry, which may adversely affect the company's financial results if it cannot compete effectively[90] - The ability to attract new business is heavily dependent on the company's reputation and the quality of its services, with any damage to reputation potentially leading to a loss of clients and revenue[89] Financial Instruments and Investments - The company has invested $40.9 million in convertible debt in Shorelight Holdings, with a fair value of $68.0 million as of December 31, 2023, reflecting an unrealized gain[129] - The company recognized a non-cash impairment loss of $26.3 million on its preferred stock investment in a hospital-at-home company in Q4 2023, with a carrying value of $7.4 million as of December 31, 2023[130] - The company’s borrowings under its credit facility totaled $324.0 million at a weighted average interest rate of 4.2% as of December 31, 2023, compared to $290.0 million at 3.8% in the previous year[284] - A hypothetical 100 basis point change in interest rates would have a $0.7 million effect on pretax income on an annualized basis as of December 31, 2023[284] - The company uses derivative instruments to hedge against interest rate and foreign currency exchange rate risks, with a notional amount of $250.0 million in interest rate swaps as of December 31, 2023[285] Currency and Foreign Exchange Risks - The company has foreign currency exposure with INR 1,375.7 million ($16.6 million) in foreign exchange forward contracts as of December 31, 2023[286] Operational Challenges - The company may incur costs to support its business, and failure to build an effective support structure could adversely impact growth and profitability[61] - The company may face increased volatility in working capital requirements due to performance-based fee arrangements, which are contingent on achieving specific client goals[118] - The company's billing rates and overall utilization could materially suffer if it fails to adapt to market demands for in-person service delivery[110] - The company relies on third-party vendors for technology and software, and any adverse changes in these relationships could negatively impact service offerings and financial performance[92] - The company faces risks related to information technology, including system failures and security breaches, which could disrupt operations and harm financial results[93] - Incorporating artificial intelligence (AI) into services presents reputational and compliance risks, which could adversely affect the company's business if not managed properly[96] - Changes in U.S. tax laws could materially impact the company's tax expense and profitability, affecting overall financial condition[135]

CHICAGO--(BUSINESS WIRE)--Global professional services firm Huron (NASDAQ: HURN) will announce its financial results for the fourth quarter and full year ended December 31, 2023, after the market closes on Tuesday, February 27, 2024. C. Mark Hussey, chief executive officer and president, and John D. Kelly, chief financial officer, will host a conference call to discuss the company’s financial results on Tuesday, February 27, 2024, at 5:00 p.m. Eastern Time (4:00 p.m. Central Time). The conference call is ...

CHICAGO--(BUSINESS WIRE)--Global professional services firm Huron (NASDAQ: HURN) today announced it has entered into an agreement to acquire GG+A, a leading 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. Successful fundraising programs and campaigns can play a pivotal role in helping organizations achieve their strategic objectives and widen their imp ...

CHICAGO--(BUSINESS WIRE)--Global professional services firm Huron (NASDAQ: HURN) has been named a “Best Place to Work” by Glassdoor, one of the world's largest and most influential communities for workplace conversations. Huron secured the 32nd position out of 100 on Glassdoor’s Best Places to Work US Large list, including a 4.5 rating. " We are honored to receive this recognition from Glassdoor and deeply moved by the overwhelmingly positive sentiment shared by our employees. At Huron, we believe that our ...

CHICAGO--(BUSINESS WIRE)--Global professional services firm Huron (NASDAQ: HURN) today announced 27 managing director and principal promotions to recognize these individuals as the firm expands its leadership team in order to foster future growth. “ I extend my congratulations to our newly promoted managing directors and principals on achieving this well-deserved career milestone,” said Mark Hussey, chief executive officer and president of Huron. “ Their dedication, expertise, and unwavering commitment to ...

[Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The unaudited consolidated financial statements for Q3 and nine months ended September 30, 2023, reflect significant revenue growth, increased total assets to $1.28 billion, and improved net income and cash flow from operations [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2023, total assets increased to $1.28 billion from $1.20 billion at year-end 2022, driven by receivables and unbilled services, while total liabilities grew due to increased long-term debt, and stockholders' equity remained stable Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$1,282,300** | **$1,199,040** | | Total current assets | $405,531 | $328,484 | | Goodwill | $625,711 | $624,966 | | **Total Liabilities** | **$728,946** | **$647,000** | | Long-term debt | $358,000 | $290,000 | | **Total stockholders' equity** | **$553,354** | **$552,040** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For Q3 2023, revenues grew 25.5% to $358.2 million with net income of $21.5 million, while nine-month revenues reached $1.02 billion, a 24.9% increase, with net income slightly up at $59.6 million Q3 2023 vs Q3 2022 Performance (in thousands, except EPS) | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $358,178 | $285,370 | 25.5% | | Operating Income | $37,342 | $29,299 | 27.5% | | Net Income | $21,516 | $17,741 | 21.3% | | Diluted EPS | $1.10 | $0.86 | 27.9% | Nine Months 2023 vs 2022 Performance (in thousands, except EPS) | Metric | Nine Months 2023 | Nine Months 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $1,022,832 | $818,744 | 24.9% | | Operating Income | $95,492 | $74,261 | 28.6% | | Net Income | $59,647 | $58,468 | 2.0% | | Diluted EPS | $3.05 | $2.80 | 8.9% | [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders%20Equity) For the nine months ended September 30, 2023, total stockholders' equity slightly increased to $553.4 million, driven by net income but offset by significant share repurchases and employee tax withholdings - Key activities impacting stockholders' equity in the first nine months of 2023 include net income of **$59.6 million**, share repurchases of **$88.4 million**, and share-based compensation of **$35.0 million**[14](index=14&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, net cash from operating activities significantly improved to $54.9 million, while investing activities used $25.8 million and financing activities used $31.5 million, primarily due to share repurchases Cash Flow Summary (Nine Months Ended, in thousands) | Activity | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | Net cash from operating activities | $54,894 | $(5,779) | | Net cash used in investing activities | $(25,799) | $(10,779) | | Net cash from (used in) financing activities | $(31,518) | $4,752 | | **Net decrease in cash** | **$(2,436)** | **$(11,950)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies and financial statement items, highlighting the acquisition of Roundtable Analytics, Inc., a $600 million credit facility with $358.0 million outstanding, restructuring charges, and strong revenue growth across all segments - On September 1, 2023, the company acquired Roundtable Analytics, Inc., a healthcare analytics company, which was not significant to the consolidated financial statements. Goodwill of **$745,000** was recorded in the Healthcare segment[24](index=24&type=chunk) - As of September 30, 2023, the company had **$228.4 million** of remaining performance obligations under long-term engagements, with **$72.6 million** expected to be recognized as revenue in 2024[31](index=31&type=chunk)[32](index=32&type=chunk) - The company repurchased **1,116,830 shares** for **$88.4 million** in the first nine months of 2023. The board extended the share repurchase program through December 31, 2024, and increased the authorized amount to **$400 million**[40](index=40&type=chunk)[44](index=44&type=chunk) Segment Revenue and Operating Income (Nine Months Ended, in thousands) | Segment | Revenue 2023 | Revenue 2022 | Op. Income 2023 | Op. Income 2022 | | :--- | :--- | :--- | :--- | :--- | | Healthcare | $501,994 | $381,669 | $128,294 | $91,441 | | Education | $325,884 | $263,234 | $77,112 | $58,848 | | Commercial | $194,954 | $173,841 | $39,971 | $38,282 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong Q3 2023 performance to continued demand across all segments, particularly Consulting and Managed Services, driving 25.5% revenue growth to $358.2 million, while maintaining a healthy liquidity position [Results of Operations](index=39&type=section&id=Results%20of%20Operations) For Q3 2023, revenues increased 25.5% to $358.2 million, driven by strong segment growth and higher utilization rates, leading to a 27.5% increase in operating income to $37.3 million Q3 2023 Revenue by Segment (in thousands) | Segment | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Healthcare | $179,177 | $131,319 | 36.4% | | Education | $111,043 | $94,347 | 17.7% | | Commercial | $67,958 | $59,704 | 13.8% | | **Total** | **$358,178** | **$285,370** | **25.5%** | Q3 2023 Revenue by Capability (in thousands) | Capability | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Consulting and Managed Services | $214,688 | $155,901 | 37.7% | | Digital | $143,490 | $129,469 | 10.8% | | **Total** | **$358,178** | **$285,370** | **25.5%** | - Direct costs for Q3 2023 increased by **$51.4 million**, primarily due to a **$48.1 million** rise in compensation costs for revenue-generating professionals, reflecting higher headcount, annual salary increases, and a **$25.1 million** increase in performance bonus expense[182](index=182&type=chunk) Non-GAAP Reconciliation Highlights (Q3 2023 vs Q3 2022, in thousands) | Metric | Q3 2023 | Q3 2022 | | :--- | :--- | :--- | | Net Income | $21,516 | $17,741 | | Adjusted EBITDA | $48,000 | $36,470 | | Adjusted Net Income | $27,166 | $20,742 | | Adjusted Diluted EPS | $1.39 | $1.01 | [Liquidity and Capital Resources](index=59&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from operations and its $600 million credit facility, with $241.4 million unused capacity as of September 30, 2023, and a recently extended $400 million share repurchase program - Net cash provided by operating activities improved to **$54.9 million** for the first nine months of 2023, compared to a use of **$5.8 million** in the prior-year period, mainly due to increased cash collections[229](index=229&type=chunk) - The company has a **$600 million** five-year senior secured revolving credit facility maturing in November 2027. As of September 30, 2023, **$358.0 million** was outstanding, with an unused borrowing capacity of **$241.4 million**[240](index=240&type=chunk)[248](index=248&type=chunk) - The company was in compliance with its financial covenants as of September 30, 2023, with a Consolidated Leverage Ratio of **1.82 to 1.00** and a Consolidated Interest Coverage Ratio of **10.86 to 1.00**[246](index=246&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rates and foreign currency fluctuations through hedging instruments, with a hypothetical 100 basis point interest rate change impacting pretax income by $1.1 million annually, and holds investments in privately-held companies - The company hedges interest rate risk on its variable-rate borrowings. As of September 30, 2023, it had interest rate swap agreements with a notional amount of **$250.0 million**[257](index=257&type=chunk) - Foreign currency risk is managed through non-deliverable forward contracts for Indian Rupee (INR) denominated expenses, with a notional amount of **$16.5 million** as of September 30, 2023[258](index=258&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of September 30, 2023, the company's disclosure controls and procedures were effective[264](index=264&type=chunk) [Part II – Other Information](index=67&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial position or results of operations - As of the report date, the company states it is not involved in any legal proceedings that would materially impact its financials[267](index=267&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On September 1, 2023, the company issued 16,337 shares for the Roundtable Analytics acquisition and repurchased 290,288 shares in Q3 2023, with the board extending and increasing the share repurchase program to $400 million - Issued **16,337 shares** of common stock (**$1.6 million** value) for the acquisition of Roundtable Analytics, Inc. on September 1, 2023[269](index=269&type=chunk) Q3 2023 Share Repurchase Activity | Period | Total Shares Purchased | Average Price Paid | | :--- | :--- | :--- | | July 2023 | 9,811 | $80.79 | | August 2023 | 211,895 | $98.26 | | September 2023 | 72,402 | $99.87 | | **Total** | **294,108** | **$98.07** | - As of September 30, 2023, **$21.1 million** remained available for share repurchases under the program, which was subsequently extended and increased to a **$400 million** authorization[271](index=271&type=chunk) [Other Information](index=69&type=section&id=Item%205.%20Other%20Information) During Q3 2023, Non-Executive Chairman John McCartney and CEO C. Mark Hussey adopted Rule 10b5-1 trading plans for the sale of company shares - CEO C. Mark Hussey adopted a Rule 10b5-1 trading plan on August 29, 2023, for the sale of **51,628 shares**, expiring August 28, 2024[278](index=278&type=chunk)

Huron Consulting Group Inc. (NASDAQ:HURN) Q2 2023 Earnings Conference Call July 27, 2023 5:00 PM ET Company Participants Mark Hussey - Chief Executive Officer and President John Kelly - Chief Financial Officer and Treasurer Conference Call Participants Tobey Sommer - Truist Securities Andrew Nicholas - William Blair Bill Sutherland - Benchmark Company Kevin Steinke - Barrington Research Operator Good afternoon. And welcome to Huron Consulting Group's webcast to discuss the financial results for the Second Q ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-50976 HURON CONSULTING GROUP INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organi ...

Huron Consulting Group Inc. (NASDAQ:HURN) Q1 2023 Earnings Conference Call May 2, 2023 5:00 PM ET Company Participants Mark Hussey - Chief Executive Officer & President John Kelly - Chief Financial Officer Conference Call Participants Jack Wilson - Truist Securities Andrew Nicholas - William Blair & Company Kevin Steinke - Barrington Research & Associates Operator Good afternoon and welcome to Huron Consulting Group's webcast to discuss Financial Results for the First Quarter of 2023. At this time, all con ...