Huron Consulting Group Inc.

NON-GAAP FINANCIAL MEASURES

We assess our results of operations and calculate our executives’ annual and long-term incentive pay, in part, using the

following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted

EBITDA, adjusted EBITDA as a percentage of revenues before reimbursable expenses, adjusted net income, adjusted diluted

earnings per share, free cash flow and organic revenues. These non-GAAP financial measures differ from GAAP because they

exclude a number of items required by GAAP, each discussed below. These non-GAAP financial measures should be

considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flows, or liquidity

prepared in accordance with GAAP. Our non-GAAP financial measures may be defined differently from time to time and may

be defined differently than similar terms used by other companies, and accordingly, care should be exercised in understanding

how we define our non-GAAP financial measures.

Our management uses the non-GAAP financial measures to gain an understanding of our comparative operating performance,

for example when comparing such results with previous periods or forecasts. These non-GAAP financial measures are used

by management in their financial and operating decision making because management believes they reflect our ongoing

business in a manner that allows for meaningful period-to-period comparisons. Management also uses these non-GAAP

financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for

evaluating potential acquisitions and dispositions. We believe that these non-GAAP financial measures provide useful

information to investors and others in understanding and evaluating Huron’s current operating performance and future

prospects in the same manner as management does and in comparing in a consistent manner Huron’s current financial results

with Huron’s past financial results. Additionally, the Compensation Committee uses these metrics, in part, to determine annual

and long-term incentive pay under the executive compensation program.

These non-GAAP financial measures include adjustments for the following items:

Amortization of intangible assets: We exclude the effect of amortization of intangible assets from the calculation of adjusted net

income, as it is inconsistent in its amount and frequency and is significantly affected by the timing and size of our acquisitions.

Restructuring charges: We have incurred charges due to restructuring various parts of our business. These restructuring

charges have primarily consisted of costs associated with office space consolidations, including lease impairment charges and

accelerated depreciation on lease-related property and equipment, and employee severance charges. We exclude the effect of

the restructuring charges from our non-GAAP measures to permit comparability with periods that were not impacted by these

items. We do not include normal, recurring, cash operating expenses in our restructuring charges.

2024 litigation settlement gain: In the second quarter of 2024, we settled a litigation matter in which Huron was the plaintiff for

$15.0 million, on a pre-tax basis. This $15.0 million settlement gain was recorded as a component of other gains, net on our

consolidated statement of operations. We have excluded from our non-GAAP measures $11.7 million, which is the value of the

settlement gain that exceeds the third-party legal costs of $3.3 million incurred during 2024 specific to this litigation matter, as

this net gain is not indicative of the ongoing performance of our business. Third-party legal costs incurred for this litigation

matter in 2023 were $4.0 million. Our third-party legal expenses are recorded as a component of selling, general and

administrative expenses on our statement of operations.

Other losses (gains), net: We exclude the effects of other losses and gains, which primarily relate to changes in the estimated

fair value of our liabilities for contingent consideration related to business acquisitions and litigation settlement losses and

gains, excluding the 2024 litigation settlement gain presented separately, to permit comparability with periods that are not

impacted by these items. These items are recorded as a component of other losses (gains), net on our consolidated statement

of operations.

Transaction-related expenses: We exclude the impact of third-party advisory, legal, and accounting fees and other corporate

costs incurred directly related to the evaluation and/or consummation of business acquisitions to permit comparability with prior

periods as these costs are inconsistent in their amount and frequency and are significantly affected by the timing and size of

our acquisitions.

Unrealized losses (gains) on long-term investments, net: We exclude the effect of unrealized losses and gains related to our

long-term investments, which include non-cash credit related impairment charges on our convertible debt investment in

Shorelight Holdings, LLC and changes in the fair value of our equity investment in a hospital-at-home company arising from

observable price changes or impairment charges. These unrealized losses and gains are included as a component of other

income (expense), net on our consolidated statement of operations. We believe these unrealized losses and gains are not

indicative of the ongoing performance of our business and their exclusion permits comparability with prior periods.

Losses (gains) on sales of businesses: We exclude the effect of non-operating losses and gains recognized as a result of

sales of businesses as they are infrequent, management believes that these items are not indicative of the ongoing

performance of our business, and their exclusion permits comparability with periods that were not impacted by such items. The

2024 gain relates to the divestiture of our Studer Education practice in the fourth quarter of 2024. The 2021 gain relates to the

divestiture of our Life Sciences business in the fourth quarter of 2021.

Foreign currency transaction losses (gains), net: We exclude the effect of foreign currency transaction losses and gains from

the calculation of adjusted EBITDA because the amount of each loss or gain is significantly affected by changes in foreign

exchange rates.

Tax effect of adjustments: The non-GAAP income tax adjustment reflects the incremental tax impact applicable to the non-

GAAP adjustments.

Income tax expense, interest expense, net of interest income, depreciation and amortization: We exclude the effects of income

tax expense, interest expense, net of interest income, and depreciation and amortization in the calculation of EBITDA, as

these are customary exclusions as defined by the calculation of EBITDA to arrive at meaningful earnings from core operations

excluding the effect of such items. We include, within the depreciation and amortization adjustment, the amortization of

capitalized implementation costs of our enterprise resource planning (ERP) system and other related software, which is

included within selling, general and administrative expenses in our consolidated statements of operations.

Purchases of property and equipment and Capitalization of internally developed software costs: We subtract purchases of

property and equipment and capitalization of internally developed software costs from operating cash flows, as these are

customary exclusions in the calculation of free cash flows.

Reimbursable expenses: Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket

expenses incurred in connection with client engagements, are excluded from the calculation of organic revenues. 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.

Revenues generated by acquired businesses: We exclude from the calculation of organic revenues the effect of revenues

generated by acquired businesses that are incremental to the acquisition revenues contemplated in the annual incentive goals

approved by the Compensation Committee, to arrive at meaningful revenues generated from core operations over the

performance period.

The following tables reconcile these non-GAAP financial measures to the most comparable GAAP financial measure (in

thousands, except per share and percentage amounts).

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings per Share

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Reconciliation of Total Revenues to Organic Revenues