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SEC Comment Letter for Huron Consulting Group Inc. (HURN) (CIK 0001289848) (HURN) — Sep 16, 2014

Huron Consulting Group Inc. (HURN) (CIK 0001289848)
Date: Sept. 16, 2014 · CIK: 0001289848 · Accession: 0000000000-14-046521

AI Filing Summary & Sentiment

Date
December 31, 2013
Author
for
Form
UPLOAD
Company
Huron Consulting Group Inc. (HURN) (CIK 0001289848)

Letter

September 16, 201 4 Via E -mail Mr. C. Mark Hussey Chief Financial Officer Huron Consulting Group Inc. 550 West Van Buren Street Chicago , IL 60607

Re: Huron Consulting Group Inc. Form 10-K for the fiscal year ended December 31, 2013 Filed February 26, 201 4 File No. 0-50976

Dear Mr. Hussey :

We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comme nts apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.

Form 10 -K for the fiscal year ended December 31, 201 3

Financial Statements

Share -Based Compensation, pages F -11 to F -12

1. We note your disclosure that errors had accumulated related to prior period financial statements beginning with the first quarter of 2010 through the first quarter of 2013. Please provide a summary of your materiality analysis which helps us to understand the quantitative and qualitative considerations that you made in reaching the conclusion that the underlying errors were not material to prior period financial statements or to financial statements for 2013. In your response, please clarify for us if the general nature of the error was that the straight -line attribution method was inappropriate bec ause they were

Mr. C. Mark Hussey Huron Consulting Group Inc. September 16, 201 4 Page 2

applied to awards that had graded vesting features. Additionally, tell us whether your officers reconsidered the adequacy of their previous disclosures regarding internal controls and disclosure controls and procedures in light of these err ors as well as those that you have described on page F -7. If the officers concluded that internal controls and disclosure controls and procedures were effective, despite the errors, describe the basis for the officers' conclusions.

Litigation

Qui Tam Ac tion, page F -33

2. We note your disclosure which appears to indicate that you reversed the $1.2 million accrual in the third quarter of 2013 following a court dismissal of the underlying complaint in the first quarter of 2013. Please confirm if the accrual was reversed in the third quarter of 2013 or if it was reversed in the first quarter of 2013 as disclosed on page 36. In your response, please discuss how you determined the appropriate timing for taking the accrual reversal.

We urge all who are responsi ble for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and  the com pany may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -3414 if you have questions regarding comments on the financial statements and related matters.

Sincerely,
/s/ Robert F. Telewicz, Jr
for

Show Raw Text
September  16, 201 4

Via E -mail
Mr. C. Mark Hussey
Chief Financial Officer
Huron Consulting Group  Inc.
550 West Van Buren Street
Chicago , IL  60607

Re: Huron Consulting Group Inc.
 Form 10-K for the  fiscal  year ended December  31, 2013
Filed February  26, 201 4
File No. 0-50976

Dear Mr. Hussey :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 201 3

Financial Statements

Share -Based Compensation, pages F -11 to F -12

1. We note your disclosure that errors had accumulated related to prior period financial
statements  beginning with the first quarter of 2010 through the first quarter of 2013.
Please provide a summary of your materiality analysis which helps us to understand the
quantitative and qualitative considerations that you made in reaching the conclusion that
the underlying errors were not material to prior period financial statements or to financial
statements for 2013.  In your response, please clarify for us if the general nature of the
error was that the straight -line attribution method was inappropriate bec ause they were

Mr. C. Mark Hussey
 Huron Consulting Group  Inc.
 September  16, 201 4
 Page 2

 applied to awards that had graded vesting features.  Additionally, tell us whether your
officers reconsidered the adequacy of their previous disclosures regarding internal
controls and disclosure controls and procedures in light of these err ors as well as those
that you have described on page F -7.  If the officers concluded that internal controls and
disclosure controls and procedures were effective, despite the errors, describe the basis
for the officers' conclusions.

Litigation

Qui Tam Ac tion, page F -33

2. We note your disclosure which appears to indicate that you reversed the $1.2 million
accrual in the third quarter of 2013 following a court dismissal of the underlying
complaint in the first quarter of 2013.  Please confirm if the accrual was reversed in the
third quarter of 2013 or if it was reversed in the first quarter of 2013 as disclosed on page
36.  In your response, please discuss how you determined the appropriate timing for
taking the accrual reversal.

We urge all who are responsi ble for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and its management are in
possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -3414 if
you have questions regarding comments on the financial statements and related matters.

Sincerely,

        /s/ Robert F. Telewicz, Jr
        for

Jorge Bonilla
Senior Staff Accountant