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 September 30, ~~2020~~2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-35636

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware

95-4023433

(State of Incorporation)

(I.R.S. Employer Identification No.)

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

(Address, including zip code, of Principal Executive Offices)

(888) 482-8068

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock

ASGN

NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

At ~~November 2, 2020,~~October 31, 2021, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was ~~52.9~~52.1 million.

ASGN INCORPORATED AND SUBSIDIARIES

INDEX


PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (U ~~naudited)~~(Unaudited)			3

Condensed Consolidated Balance Sheets			3

Condensed Consolidated Statements of Operations and Comprehensive Income			4

Condensed Consolidated Statements of Stockholders’ Equity			5

Condensed Consolidated Statements of Cash Flows			6

Notes to Condensed Consolidated Financial Statements			7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			1214

Item 3 — Quantitative and Qualitative Disclosures about Market Risks			2019

Item 4 — Controls and Procedures			2019

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings			2119

Item 1A — Risk Factors			2119

Item 2 — Unregistered Sales of Securities and Use of Proceeds			2120

Item 3 — Defaults Upon Senior Securities			2120

Item 4 — Mine Safety Disclosures			2120

Item 5 — Other Information			2120

Item 6 — Exhibits			2221

Signature			2322

PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS ~~(UNAUDITED)~~(Unaudited)

(Inin millions, except ~~per~~ share ~~data)~~data)

September 30,
2020 December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents $ 229.7 $ 95.2
Accounts receivable, net 676.5 648.7
Prepaid expenses and income taxes 10.3 29.4
Other current assets 18.2 18.2
Total current assets 934.7 791.5
Property and equipment, net 74.2 73.7
Operating lease right of use assets 93.2 94.6
Identifiable intangible assets, net 496.8 476.5
Goodwill 1,590.9 1,486.9
Other 21.8 18.2
Total assets $ 3,211.6 2,941.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 50.1 $ 39.2
Accrued payroll and contract professional pay 236.5 203.2
Operating lease liabilities 31.0 25.8
Other current liabilities 71.8 72.7
Total current liabilities 389.4 340.9
Long-term debt 1,033.2 1,032.3
Operating lease liabilities 70.2 75.7
Deferred income tax liabilities 107.2 98.7
Payroll tax deferral and other 87.4 17.6
Total liabilities 1,687.4 1,565.2
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; 0 shares issued 0 0
Common stock, $0.01 par value; 75.0 million shares authorized; 52.8 million and 52.9 million shares outstanding as of September 30, 2020 and December 31, 2019, respectively 0.5 0.5
Paid-in capital 657.7 638.0
Retained earnings 870.9 744.7
Accumulated other comprehensive loss (4.9) (7.0)
Total stockholders’ equity 1,524.2 1,376.2
Total liabilities and stockholders’ equity $ 3,211.6 $ 2,941.4


	September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	679.4	$	274.4
Accounts receivable, net	697.7		602.8
Prepaid expenses and income taxes	10.9		22.5
Current assets of discontinued operations	—		77.4
Other current assets	34.2		17.3
Total current assets	1,422.2		994.4
Property and equipment, net	52.1		54.9
Operating lease right-of-use assets	57.2		73.0
Identifiable intangible assets, net	509.9		469.9
Goodwill	1,562.6		1,420.7
Non-current assets of discontinued operations	—		244.5
Other non-current assets	22.5		20.6
Total assets	$	3,626.5	$	3,278.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32.0	$	38.3
Accrued payroll and contract professional pay	312.1		238.5
Operating lease liabilities	23.4		24.3
Income taxes payable	130.2		—
Current liabilities of discontinued operations	—		39.7
Other current liabilities	93.3		75.4
Total current liabilities	591.0		416.2
Long-term debt	1,033.5		1,033.4
Operating lease liabilities	39.6		55.4
Deferred income tax liabilities	66.0		108.5
Long-term liabilities of discontinued operations	—		11.5
Other long-term liabilities	62.0		65.9
Total liabilities	1,792.1		1,690.9
Commitments and contingencies (Note 6)	0		0
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares issued	—		—
Common stock, $0.01 par value; 75.0 million shares authorized; 52.3 million and 52.9 million shares outstanding at September 30, 2021 and December 31, 2020, respectively	0.5		0.5
Paid-in capital	688.7		661.3
Retained earnings	1,145.5		926.3
Accumulated other comprehensive loss	(0.3)		(1.0)
Total stockholders’ equity	1,834.4		1,587.1
Total liabilities and stockholders’ equity	$	3,626.5	$	3,278.0

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME ~~(UNAUDITED)~~(Unaudited)

(Inin millions, except per share ~~amounts)~~data)


		Three Months Ended				Nine Months Ended						Three Months Ended						Nine Months Ended
		September 30,							September 30,							September 30,
		2020		2019				2020				2019		2021			2020			2021			2020
Revenues	Revenues	$	1,011.9	$	1,002.7	$	2,939.2		$	2,898.7	Revenues	$	1,073.8		$	904.4		$	2,955.7		$	2,601.7
Costs of services	Costs of services	740.9		711.3		2,126.5			2,058.2		Costs of services	765.1			668.1			2,127.0			1,895.3
Gross profit	Gross profit	271.0		291.4		812.7			840.5		Gross profit	308.7			236.3			828.7			706.4
Selling, general and administrative expenses	Selling, general and administrative expenses	177.2		188.6		547.3			574.8		Selling, general and administrative expenses	192.7			150.1			533.4			462.0
Amortization of intangible assets	Amortization of intangible assets	12.9		11.9		37.6			38.8		Amortization of intangible assets	15.9			12.7			39.9			37.1
Operating income	Operating income	80.9		90.9		227.8			226.9		Operating income	100.1			73.5			255.4			207.3
Interest expense	Interest expense	(9.3)		(12.7)		(30.4)			(41.2)		Interest expense	(9.6)			(9.3)			(28.2)			(30.4)
Income before income taxes	Income before income taxes	71.6		78.2		197.4			185.7		Income before income taxes	90.5			64.2			227.2			176.9
Provision for income taxes	Provision for income taxes	19.3		20.7		52.5			50.2		Provision for income taxes	24.2			17.5			60.8			47.6
Income from continuing operations		52.3		57.5		144.9			135.5
Loss from discontinued operations, net of income taxes		0		(0.1)		0			(0.1)
Income from continuing operations, net of income taxes											Income from continuing operations, net of income taxes	66.3			46.7			166.4			129.3

Income from discontinued operations, net of income taxes											Income from discontinued operations, net of income taxes	145.7			5.6			158.5			15.6
Net income	Net income	$	52.3	$	57.4	$	144.9		$	135.4	Net income	$	212.0		$	52.3		$	324.9		$	144.9

Earnings per share:	Earnings per share:										Earnings per share:
Basic		$	1.00	$	1.09	$	2.75		$	2.57
Diluted		$	0.99	$	1.08	$	2.73		$	2.54
Basic —											Basic —
Continuing operations											Continuing operations	$	1.26		$	0.89		$	3.14		$	2.46
Discontinued operations											Discontinued operations	2.76			0.11			2.99			0.29
												$	4.02		$	1.00		$	6.13		$	2.75
Number of shares and share equivalents used to calculate earnings per share:
Diluted —											Diluted —
Continuing operations											Continuing operations	$	1.24		$	0.88		$	3.10		$	2.44
Discontinued operations											Discontinued operations	2.73			0.11			2.95			0.29
												$	3.97		$	0.99		$	6.05		$	2.73

Shares and share equivalents used to calculate earnings per share:											Shares and share equivalents used to calculate earnings per share:
Basic	Basic	52.5		52.8		52.6			52.7		Basic	52.7			52.5			53.0			52.6
Diluted	Diluted	53.0		53.4		53.1			53.4		Diluted	53.4			53.0			53.7			53.1

Reconciliation of net income to comprehensive income:	Reconciliation of net income to comprehensive income:										Reconciliation of net income to comprehensive income:
Net income	Net income	$	52.3	$	57.4	$	144.9		$	135.4	Net income	$	212.0		$	52.3		$	324.9		$	144.9
Foreign currency translation adjustment	Foreign currency translation adjustment	3.0		(2.4)		2.1			(2.5)		Foreign currency translation adjustment	2.6			3.0			0.7			2.1
Comprehensive income	Comprehensive income	$	55.3	$	55.0	$	147.0		$	132.9	Comprehensive income	$	214.6		$	55.3		$	325.6		$	147.0

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ~~(UNAUDITED)~~(Unaudited)

(~~In millions)~~in millions)

Common Stock Paid-in Capital Retained Earnings Other Total
Shares Par Value
Three Months Ended September 30, 2020
Balance at June 30, 2020 52.5 $ 0.5 $ 645.9 $ 818.6 $ (7.9) $ 1,457.1
Vesting of restricted stock units — — (1.1) — — (1.1)
Employee stock purchase plan 0.3 — 5.2 — — 5.2
Exercise of stock options — — 0.6 — — 0.6
Stock-based compensation expense — — 7.1 — — 7.1
Foreign currency translation adjustments — — — — 3.0 3.0
Net income — — — 52.3 — 52.3
Balance at September 30, 2020 52.8 $ 0.5 $ 657.7 $ 870.9 $ (4.9) $ 1,524.2
Three Months Ended September 30, 2019
Balance at June 30, 2019 52.8 $ 0.5 $ 625.5 $ 664.1 $ (6.4) $ 1,283.7
Vesting of restricted stock units 0.1 — (0.8) — — (0.8)
Employee stock purchase plan 0.1 — 5.7 — — 5.7
Exercise of stock options — — 0.1 — — 0.1
Stock-based compensation expense — — 7.8 — — 7.8
Stock repurchase and retirement of shares (0.3) — (3.9) (16.1) — (20.0)
Foreign currency translation adjustments — — — — (2.4) (2.4)
Net income — — — 57.4 — 57.4
Balance at September 30, 2019 52.7 $ 0.5 $ 634.4 $ 705.4 $ (8.8) $ 1,331.5
Common Stock Paid-in Capital Retained Earnings Other Total
Shares Par Value
Nine Months Ended September 30, 2020
Balance at December 31, 2019 52.9 $ 0.5 $ 638.0 $ 744.7 $ (7.0) $ 1,376.2
Vesting of restricted stock units 0.2 — (7.0) — — (7.0)
Employee stock purchase plan 0.5 — 11.1 — — 11.1
Exercise of stock options — — 0.6 — — 0.6
Stock-based compensation expense — — 24.2 — — 24.2
Stock repurchases and retirement of shares (0.8) — (9.2) (18.7) — (27.9)
Foreign currency translation adjustments — — — — 2.1 2.1
Net income — — — 144.9 — 144.9
Balance at September 30, 2020 52.8 $ 0.5 $ 657.7 $ 870.9 $ (4.9) $ 1,524.2
Nine Months Ended September 30, 2019
Balance at December 31, 2018 52.5 $ 0.5 $ 601.8 $ 586.1 $ (6.3) $ 1,182.1
Vesting of restricted stock units 0.3 — (7.6) — — (7.6)
Employee stock purchase plan 0.2 — 12.6 — — 12.6
Exercise of stock options — — 0.1 — — 0.1
Stock-based compensation expense — — 31.4 — — 31.4
Stock repurchases and retirement of shares (0.3) — (3.9) (16.1) — (20.0)
Foreign currency translation adjustments — — — — (2.5) (2.5)
Net income — — — 135.4 — 135.4
Balance at September 30, 2019 52.7 $ 0.5 $ 634.4 $ 705.4 $ (8.8) $ 1,331.5


	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Three Months Ended September 30, 2021
Balance at June 30, 2021	53.2	$	0.5	$	683.0	$	1,039.2	$	(2.9)	$	1,719.8
Issuances under equity plans	0.1	—		6.6		—		—		6.6

Stock-based compensation expense	—	—		20.5		—		—		20.5
Tax withholding on restricted stock vesting	0.2	—		(6.7)		—		—		(6.7)
Stock repurchase and retirement of shares	(1.2)	—		(14.7)		(105.7)		—		(120.4)
Foreign currency translation adjustments	—	—		—		—		2.6		2.6
Net income	—	—		—		212.0		—		212.0
Balance at September 30, 2021	52.3	$	0.5	$	688.7	$	1,145.5	$	(0.3)	$	1,834.4

Three Months Ended September 30, 2020
Balance at June 30, 2020	52.5	$	0.5	$	645.9	$	818.6	$	(7.9)	$	1,457.1
Issuances under equity plans	0.3	—		5.8		—		—		5.8
Stock-based compensation expense	—	—		7.1		—		—		7.1
Tax withholding on restricted stock vesting	—	—		(1.1)		—		—		(1.1)

Foreign currency translation adjustments	—	—		—		—		3.0		3.0
Net income	—	—		—		52.3		—		52.3
Balance at September 30, 2020	52.8	$	0.5	$	657.7	$	870.9	$	(4.9)	$	1,524.2

	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Nine Months Ended September 30, 2021
Balance at December 31, 2020	52.9	$	0.5	$	661.3	$	926.3	$	(1.0)	$	1,587.1
Issuances under equity plans	0.2	—		14.3		—		—		14.3

Stock-based compensation expense	—	—		41.7		—		—		41.7
Tax withholding on restricted stock vesting	0.4	—		(13.9)		—		—		(13.9)
Stock repurchase and retirement of shares	(1.2)	—		(14.7)		(105.7)		—		(120.4)
Foreign currency translation adjustments	—	—		—		—		0.7		0.7
Net income	—	—		—		324.9		—		324.9
Balance at September 30, 2021	52.3	$	0.5	$	688.7	$	1,145.5	$	(0.3)	$	1,834.4

Nine Months Ended September 30, 2020
Balance at December 31, 2019	52.9	$	0.5	$	638.0	$	744.7	$	(7.0)	$	1,376.2
Issuances under equity plans	0.5	—		11.7		—		—		11.7

Stock-based compensation expense	—	—		24.2		—		—		24.2
Tax withholding on restricted stock vesting	0.2	—		(7.0)		—		—		(7.0)
Stock repurchase and retirement of shares	(0.8)	—		(9.2)		(18.7)		—		(27.9)
Foreign currency translation adjustments	—	—		—		—		2.1		2.1
Net income	—	—		—		144.9		—		144.9
Balance at September 30, 2020	52.8	$	0.5	$	657.7	$	870.9	$	(4.9)	$	1,524.2

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(UNAUDITED)~~(Unaudited)

(~~In millions)~~in millions)


		Nine Months Ended
		September 30,					Nine Months Ended September 30,
		2020		2019			2021		2020
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Net income	Net income	$	144.9	$	135.4	Net income	$	324.9	$	144.9
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of discontinued operations						Gain on sale of discontinued operations	(218.6)		—
Depreciation and amortization	Depreciation and amortization	65.6		68.8		Depreciation and amortization	67.5		65.6
Stock-based compensation	Stock-based compensation	23.9		31.1		Stock-based compensation	41.7		23.9
Deferred income taxes						Deferred income taxes	(42.4)		—
Other	Other	5.4		12.1		Other	3.7		5.4
Changes in operating assets and liabilities, net of effects of acquisitions:
Changes in operating assets and liabilities, net of effects of acquisitions and divestiture:						Changes in operating assets and liabilities, net of effects of acquisitions and divestiture:
Accounts receivable	Accounts receivable	(18.4)		(30.3)		Accounts receivable	(99.5)		(18.4)
Prepaid expenses and income taxes	Prepaid expenses and income taxes	19.2		(1.9)		Prepaid expenses and income taxes	12.6		19.2
Accounts payable	Accounts payable	13.3		(17.9)		Accounts payable	(12.0)		13.3
Accrued payroll and contract professional pay	Accrued payroll and contract professional pay	27.9		25.1		Accrued payroll and contract professional pay	75.3		27.9
Income taxes payable	Income taxes payable	0.8		15.5		Income taxes payable	130.6		0.8
Operating lease right of use assets		21.8		20.9
Operating lease liabilities		(20.8)		(21.3)
Payroll tax deferral and other		54.2		(5.7)
Other						Other	(7.9)		55.2
Net cash provided by operating activities	Net cash provided by operating activities	337.8		231.8		Net cash provided by operating activities	275.9		337.8
Cash Flows from Investing Activities	Cash Flows from Investing Activities					Cash Flows from Investing Activities
Cash paid for property and equipment	Cash paid for property and equipment	(28.3)		(22.8)		Cash paid for property and equipment	(25.6)		(28.3)
Cash paid for acquisitions, net of cash acquired	Cash paid for acquisitions, net of cash acquired	(151.5)		(48.5)		Cash paid for acquisitions, net of cash acquired	(224.4)		(151.5)
Cash received from sale of discontinued operations						Cash received from sale of discontinued operations	499.1		—
Other	Other	(0.3)		(0.1)		Other	0.1		(0.3)
Net cash used in investing activities		(180.1)		(71.4)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	249.2		(180.1)
Cash Flows from Financing Activities	Cash Flows from Financing Activities					Cash Flows from Financing Activities
Proceeds from long-term debt	Proceeds from long-term debt	65.5		59.0		Proceeds from long-term debt	—		65.5
Principal payments of long-term debt	Principal payments of long-term debt	(65.5)		(178.0)		Principal payments of long-term debt	—		(65.5)
Debt issuance and amendment costs	Debt issuance and amendment costs	(1.2)		0		Debt issuance and amendment costs	(1.4)		(1.2)
Proceeds from option exercises and employee stock purchase plan	Proceeds from option exercises and employee stock purchase plan	11.7		12.7		Proceeds from option exercises and employee stock purchase plan	14.3		11.7
Payment of employment taxes related to release of restricted stock awards	Payment of employment taxes related to release of restricted stock awards	(7.0)		(7.7)		Payment of employment taxes related to release of restricted stock awards	(13.9)		(7.0)
Repurchase of common stock	Repurchase of common stock	(27.9)		(20.0)		Repurchase of common stock	(118.4)		(27.9)
Net cash used in financing activities	Net cash used in financing activities	(24.4)		(134.0)		Net cash used in financing activities	(119.4)		(24.4)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1.2		(0.7)		Effect of exchange rate changes on cash and cash equivalents	(0.7)		1.2
Net Increase in Cash and Cash Equivalents	Net Increase in Cash and Cash Equivalents	134.5		25.7		Net Increase in Cash and Cash Equivalents	405.0		134.5

Cash and Cash Equivalents at Beginning of Year	Cash and Cash Equivalents at Beginning of Year	95.2		41.8		Cash and Cash Equivalents at Beginning of Year	274.4		95.2
Cash and Cash Equivalents at End of Period	Cash and Cash Equivalents at End of Period	$	229.7	$	67.5	Cash and Cash Equivalents at End of Period	$	679.4	$	229.7


Supplemental Disclosure of Cash Flow Information	Supplemental Disclosure of Cash Flow Information					Supplemental Disclosure of Cash Flow Information
Cash paid for —	Cash paid for —					Cash paid for —
Income taxes	Income taxes	$	40.7	$	36.6	Income taxes	$	39.6	$	40.7
Interest	Interest	$	22.4	$	37.0	Interest	$	20.1	$	22.4
Non-cash transactions —
Unpaid portion of additions to property and equipment		$	3.2	$	1.1
Operating lease right of use assets obtained in exchange for operating lease liabilities		$	20.2	$	13.0
Contingent purchase consideration		$	6.0	$	0
Operating leases						Operating leases	$	25.3	$	25.0

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. General

Basis of presentation — The accompanying unaudited ~~condensed consolidated~~ financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange ~~Commission ("SEC").~~Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The December 31, ~~2019 condensed consolidated~~2020 balance sheet was derived from audited financial statements. The financial statements include adjustments consisting of normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the financial position of ASGN Incorporated and its subsidiaries ("ASGN" or the "Company") and its results of operations for the interim dates and periods set forth herein. The results for any of the interim periods are not necessarily indicative of the results to be expected for the full year or any other period. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 ("~~2019~~2020 10-K").

~~COVID-19 pandemic~~Retrospective reclassifications have been made to prior period financial statements and disclosures to present the Oxford Global Resources business unit ("Oxford business") as discontinued operations (see ~~— As a result of the COVID-19 pandemic, the Company experienced a precipitous decline in revenues from its creative marketing~~Note 2. Discontinued Operations). Unless otherwise noted, amounts and ~~permanent placement divisions in the second quarter of 2020,~~disclosures included herein relate to our continuing operations. Certain reclassifications were also made to prior year amounts to conform with ~~some recovery in the~~ current quarter. In the second quarter of 2020, the Company performed an impairment assessment of the goodwill and trademarks of these divisions, which included sensitivity analyses and stress testing on certain of the more sensitive inputs to the valuation models, including the weighted-average cost of capital and future expected revenues. Based on this assessment in the second quarter of 2020, the Company concluded that their fair values, more likely than not, exceeded their carrying values. In the third quarter of 2020, revenues from these divisions improved and the other more sensitive inputs to the valuation models remained reasonable. As a result, there were no indicators of impairment at September 30, 2020. Given the uncertainty of the current economic environment, accounting estimates and assumptions that require management's judgments concerning the effects of the economic downturn and recovery, particularly those relating to the recoverability of intangible assets and goodwill, are being closely monitored.year presentation.

As allowed by the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), the Company deferred payment of $60.8 million in federal payroll taxes. This relief program is applicable for wages paid through December 31, 2020 and requires 50 percent of the amounts deferred to be paid by December 31, 2021 with the remaining amount paid by December 31, 2022.

2. ~~Accounting Standards Update~~Discontinued Operations

On August 17, 2021, the Company sold its Oxford business to an affiliate of H.I.G. Capital for $525.0 million. The gain on the sale was $218.6 million ($149.3 million net of income taxes). Income taxes of $111.7 million on the gain will be paid on December 15, 2021. The sale of the Oxford business allows for the redeployment of capital on acquisitions of businesses that enhance the Company's IT consulting capabilities and services.

~~On January 1, 2020, the Company adopted Accounting Standard Update ("ASU") No. 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326).~~ ~~This standard requires~~As a ~~financial asset to be presented at the net amount expected to be collected. The financial assets~~result of the ~~Company~~sale of the Oxford business, the financial results of that business are reported as discontinued operations in ~~scope~~the accompanying statements of ~~ASU 2016-13~~operations. The Company's reporting segments were ~~primarily accounts receivable. The adoption~~changed for the effects of ~~this standard did not have a significant impact to~~ the ~~Company's consolidated financial statements.~~sale, as described in Note 9. Segment Reporting.

~~On January 1,~~The following table presents the major classes of assets and liabilities of the Oxford business at December 31, 2020 ~~the Company adopted ASU No. 2018-15,~~ ~~Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~. This update provides guidance regarding the capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract. ASU 2018-15 was adopted prospectively and cloud computing implementation costs incurred on January 1, 2020 or later are included in other noncurrent assets in the ~~consolidated~~accompanying balance ~~sheet and are presented within operating cash flows. As of September 30, 2020, capitalized implementation costs for cloud computing arrangements were not significant.~~sheets (in millions).

~~On January 1, 2020, the Company adopted ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment.~~ This guidance eliminates Step 2 of the goodwill impairment test and goodwill impairment will now be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.



Accounts receivable, net	$	75.9
Prepaid expenses and income taxes	0.8
Other current assets	0.7


Property and equipment, net	14.5
Operating lease right-of-use assets	11.9
Identifiable intangible assets, net	18.0
Goodwill	197.7
Other non-current assets	2.4
Total assets of discontinued operations	$	321.9

Accounts payable	$	1.5
Accrued payroll and contract professional pay	27.5
Operating lease liabilities	5.1
Other current liabilities	5.6


Operating lease liabilities, long-term	7.5
Other long-term liabilities	4.0
Total liabilities of discontinued operations	$	51.2

~~In March 2020,~~

The following table summarizes the ~~Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848) - Facilitation~~results of operations of the ~~Effects of Reference Rate Reform on Financial Reporting.~~ Oxford business that are reported as discontinued operations (in millions).


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues	$	71.6	$	107.5	$	324.3	$	337.5
Costs of services	49.0		72.8		223.0		231.2
Gross profit	22.6		34.7		101.3		106.3
Selling, general and administrative expenses	27.5		27.1		89.9		85.2
Amortization of intangible assets	0.1		0.2		0.4		0.5


Income (loss) before income taxes	(5.0)		7.4		11.0		20.6
Provision (benefit) for income taxes	(1.4)		1.8		1.8		5.0

Gain on sale, net of income taxes	149.3		—		149.3		—
Income from discontinued operations, net of income taxes	$	145.7	$	5.6	$	158.5	$	15.6

~~ASU 2020-04 contains practical expedients for reference rate reform~~

Select cash flow information related ~~activities that impact debt, leases and other contracts. This guidance is optional and may be elected over time as reference rate reform activities occur. The Company is currently evaluating~~to the ~~impact of this guidance.~~Oxford business follows (in millions):


	Nine Months Ended
	September 30,
	2021		2020
Net cash provided by operating activities	$	8.2	$	42.5
Net cash provided by (used in) investing activities
Cash received from sale of discontinued operations	499.1		—
Other	(3.9)		(4.2)
	$	495.2	$	(4.2)

3. Acquisitions

~~LeapFrog Systems, Inc. ("LeapFrog")~~

On~~August 31, 2020,~~During the first nine months of 2021, the Company acquired ~~all of the outstanding shares of LeapFrog, headquartered in Boston, Massachusetts,~~three consulting services businesses for ~~$66.0~~$221.3 million in cash and in 2020 acquired four consulting services businesses for $186.0 million in cash. These acquisitions include future contingent consideration of up to ~~$6.0~~$34.0 million, in estimated future contingent consideration. The acquisition deepens and expands the Company's capabilities in digital innovation and enterprise solutions for its financial services, insurance and healthcare clients. LeapFrogof which $15.3 million is accrued at September 30, 2021. These acquisitions are part of the ~~Apex Segment. LeapFrog's results~~Company's strategy to acquire IT consulting businesses to position the Company as an industry-leading provider of ~~operations are included~~IT services and solutions in the ~~consolidated results~~commercial and government end markets. None of these acquisitions were material individually or in the aggregate. At September 30, 2021, the Company ~~from~~had not finalized the ~~date~~determination of ~~its acquisition.~~fair values allocated to the assets and liabilities for certain of these acquisitions.

The purchase accounting for the LeapFrog acquisition remains incomplete with respect to the provisional fair value of assets acquired and liabilities assumed, as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively within 12 months from the date of acquisition. Goodwill associated with this acquisition totaled $42.4 million, which is not deductible for income tax purposes. Goodwill represents the acquired assembled workforce, potential new customers and future cash flows after the acquisition. Identifiable intangible assets of $35.1 million included customer and contractual relationships and non-compete agreements with useful lives ranging from approximately two to seven years.

~~Blackstone Federal~~

On January 24, 2020, the Company acquired certain specified assets and liabilities that make up the federal division of Blackstone Technology Group ("Blackstone Federal"), for $85.5 million in cash. Blackstone Federal is headquartered in Arlington, Virginia. The acquisition expands the Company's capabilities in agile application development, cloud modernization and systems architecture, cybersecurity, user experience design and branding services to government clients and is part of the ECS Segment. The results of operations of Blackstone Federal are included in the consolidated results of the Company from the date of its acquisition.

Goodwill associated with this acquisition totaled $61.1 million, which is deductible for income tax purposes. Goodwill represents the acquired assembled workforce, potential new customers and future cash flows after the acquisition. Identifiable intangible assets related to this acquisition totaled $22.8 million, with useful lives ranging from one to nine years. The purchase accounting for this acquisition has been finalized.

~~Intersys Consulting, LLC ("Intersys")~~

On October 17, 2019, the Company acquired all of the membership interests of Intersys, headquartered in Austin, Texas, for $67.0 million in cash. The acquisition expands the Company's capabilities in digital innovation and enterprise solutions and it is part of the Apex Segment. The results of operations of Intersys are included in the consolidated results of the Company from the date of its acquisition.

Goodwill associated with this acquisition totaled $41.4 million, of which $38.7 million is deductible for income tax purposes. Goodwill represents the acquired assembled workforce, potential new customers and future cash flows after the acquisition. Identifiable intangible assets related to this acquisition totaled $23.8 million, with useful lives ranging from three to ten years. The purchase accounting for this acquisition has been finalized.

4. Goodwill and Identifiable Intangible Assets

~~Changes in~~The following table summarizes the activity related to the carrying amount of goodwill by reportable segment ~~for the nine months ended September 30, 2020 and the year ended~~since December 31, 2019 ~~were as follows~~ (in millions):. See Note 9. Segment Reporting for more information on the change in the Company's reportable segments.

Apex Oxford ECS Total
Balance as of December 31, 2018 $ 662.1 $ 230.8 $ 528.2 $ 1,421.1
DHA acquisition — — 24.7 24.7
Intersys acquisition 41.4 — — 41.4
Translation adjustment — (0.3) — (0.3)
Balance as of December 31, 2019 703.5 230.5 552.9 1,486.9
Blackstone Federal acquisition — — 61.1 61.1
LeapFrog acquisition 42.4 — — 42.4
Translation adjustment (0.4) 0.9 — 0.5
Balance as of September 30, 2020 $ 745.5 $ 231.4 $ 614.0 $ 1,590.9


	Commercial		Federal Government		Total




Balance as of December 31, 2019	$	738.4	$	552.9	$	1,291.3
2020 acquisitions	40.3		89.2		129.5
Translation adjustment	(0.1)		—		(0.1)
Balance as of December 31, 2020	778.6		642.1		1,420.7
2021 acquisitions	49.5		88.9		138.4
Purchase price adjustments	—		3.5		3.5



Balance as of September 30, 2021	$	828.1	$	734.5	$	1,562.6

___________________

8Approximately $125.1 million and $77.1 million of the goodwill for the 2021 and 2020 acquisitions,respectively, is deductible for income tax purposes.

Acquired intangible assets consisted of the following (in millions):


			September 30, 2020						December 31, 2019								September 30, 2021						December 31, 2020
		Estimated Useful Life in Years	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Estimated Useful Life in Years	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer and contractual relationships	Customer and contractual relationships	2 - 12.75	$	437.3	$	211.2	$	226.1	$	384.9	$	179.9	$	205.0	Customer and contractual relationships	7 - 13	$	499.0	$	246.5	$	252.5	$	428.0	$	211.3	$	216.7
Contractor relationships	Contractor relationships	2 - 5	71.1		70.9		0.2		71.1		70.6		0.5		Contractor relationships	4	45.5		45.5		—		45.5		45.3		0.2
Backlog		1 - 2.75	28.3		27.1		1.2		25.0		23.9		1.1
Contract Backlog															Contract Backlog	1 - 3	35.4		29.9		5.5		29.3		28.5		0.8
Non-compete agreements	Non-compete agreements	2 - 7	27.4		17.0		10.4		24.8		13.8		11.0		Non-compete agreements	1 - 7	29.9		20.6		9.3		27.0		17.4		9.6
In-use software		6	18.9		18.9		0		18.9		18.9		0
			583.0		345.1		237.9		524.7		307.1		217.6
Trademarks (not amortized)			258.9		—		258.9		258.9		—		258.9
																	609.8		342.5		267.3		529.8		302.5		227.3
Not subject to amortization:															Not subject to amortization:
Trademarks															Trademarks		242.6		—		242.6		242.6		—		242.6
Total	Total		$	841.9	$	345.1	$	496.8	$	783.6	$	307.1	$	476.5	Total		$	852.4	$	342.5	$	509.9	$	772.4	$	302.5	$	469.9

Estimated future amortization expense ~~is as~~ follows (in millions):


Remainder of 2020		$	13.5
2021		46.6
Remainder of 2021				Remainder of 2021	$	16.6
2022	2022	38.4		2022	55.6
2023	2023	33.5		2023	45.4
2024	2024	26.2		2024	35.9
2025				2025	29.2
Thereafter	Thereafter	79.7		Thereafter	84.6
		$	237.9		$	267.3

5. Long-Term Debt

Long-term debt consisted of the following (in millions):


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
Senior Secured Credit Facility:	Senior Secured Credit Facility:					Senior Secured Credit Facility:
$250 million revolving credit facility, due 2024		$	0	$	0
Borrowings under $250 million revolving credit facility, due 2024						Borrowings under $250 million revolving credit facility, due 2024	$	—	$	—
Term B loan facility, due 2025	Term B loan facility, due 2025	490.8		490.8		Term B loan facility, due 2025	490.8		490.8

Unsecured Senior Notes, due 2028	Unsecured Senior Notes, due 2028	550.0		550.0		Unsecured Senior Notes, due 2028	550.0		550.0
		1,040.8		1,040.8			1,040.8		1,040.8
Unamortized deferred loan costs	Unamortized deferred loan costs	(7.6)		(8.5)		Unamortized deferred loan costs	(7.3)		(7.4)
Total long-term debt		$	1,033.2	$	1,032.3
							$	1,033.5	$	1,033.4

Senior Secured Credit Facility

— The senior secured credit facility ~~("Credit Facility")~~ consists of a term B loan and a $250.0 million revolving credit ~~facility with a maximum borrowing capacity of $250.0 million ("Revolver").~~facility. Borrowings under the term B loan bear interest at LIBOR plus 1.75 percent, or the bank’s base rate plus 0.75 percent. Borrowings under the ~~Revolver~~revolver bear interest at LIBOR plus 1.25 ~~percent~~ to 2.25 percent, or the bank’s base rate plus 0.25 to 1.25 percent, depending on leverage levels. ~~At September 30, 2020, the Company had no outstanding borrowings under the Revolver and had $3.9 million in undrawn stand-by letters of credit to secure certain obligations.~~ A commitment fee of 0.20 to 0.35 percent is payable on the undrawn portion of the ~~Revolver. There are no required minimum payments on the Credit Facility and it is secured by substantially all of the Company's assets and includes various restrictive covenants.~~revolver. The Company is required to make mandatory prepayments on its term B loan from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events, subject to certain exceptions. The Revolverrevolver is limited to a maximum ratio of senior secured debt to trailing 12-months of lender-defined consolidated ~~EBITDA.~~EBITDA of 3.75 to 1.00, which was 1.08 to 1.00 at September 30, 2021. There are no required minimum payments on the facility. The facility is secured by substantially all of the Company's assets and includes various restrictive covenants. At September 30, ~~2020,~~2021, the Company was in compliance with its debt covenants. The Company amended its facility to, among other things, permit the sale of its Oxford business and allow the proceeds to be used for future acquisitions.

Unsecured Senior Notes

— The Company has $550.0 million of unsecured senior notes, ~~due in 2028 ("Senior Notes"). The Senior Notes~~which bear interest at 4.625 percent ~~which is~~ payable semiannually in arrears on May 15 and November ~~15 of each year. The Senior Notes~~15. These notes are unsecured obligations and are subordinate to the ~~Company's Credit Facility to the extent of the collateral securing such~~senior secured credit facility. ~~The Senior Notes~~These notes also contain certain customary limitations including, among other terms and conditions, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions, transfer or sell assets and make certain distributions.

6.Commitments and Contingencies

The Company’s deferred compensation plan liability was $13.1 million and $11.8 million at September 30, 2020 and December 31, 2019, respectively, and was primarily included in other noncurrent liabilities. The employees' deferred compensation is deposited in a rabbi trust (see Note 11. Fair Value Measurements).

The Company has operating leases for corporate offices, branch offices and data centers. NaN of these properties were owned indirectly by certain board members and an executive of the Company until they were sold to an unrelated party in June 2020.

The Company is involved in various legal proceedings, claims and litigation arising in the ordinary course of business. The Company does not believe that the disposition of matters that are pending or asserted will have a material effect on its ~~condensed consolidated~~ financial statements.

7. ~~Revenues~~

The Company’s contracts have termination for convenience provisions and do not have substantive termination penalties; therefore, the contract duration for accounting purposes may be less than the stated terms. For accounting purposes, the Company's contracts with customers are considered to be of a short-term nature (one year or less). The Company does not disclose the value of remaining performance obligations for short-term contracts.

The Company has contract liabilities of $6.8 million and $8.4 million at September 30, 2020 and December 31, 2019, respectively, for payments received in advance of providing services under certain contracts. Contract liabilities are included in other current liabilities on the condensed consolidated balance sheets and are generally recognized as revenues within three months from the balance sheet date.

8. Income Taxes

For interim reporting periods, the Company’s provision for income taxes is calculated using its annualized estimated effective tax rate for the year. This rate is based on its estimated full year income and the related income tax expense for each jurisdiction in which the Company operates. The effective tax rate can be affected by changes in the geographical mix, permanent differences and the estimate of full year pretax accounting income. This rate is adjusted for the effects of discrete items occurring in the period.

8. Earnings per Share

The following ~~is a reconciliation~~table shows the calculation of ~~the number of shares and share equivalents used to calculate~~ basic and diluted earnings per share (in millions, except per share ~~amounts):~~data).

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net income $ 52.3 $ 57.4 $ 144.9 $ 135.4
Weighted-average number of common shares outstanding - basic 52.5 52.8 52.6 52.7
Dilutive effect of share equivalents 0.5 0.6 0.5 0.7
Number of common shares and share equivalents outstanding - diluted 53.0 53.4 53.1 53.4
Basic earnings per share $ 1.00 $ 1.09 $ 2.75 $ 2.57
Diluted earnings per share $ 0.99 $ 1.08 $ 2.73 $ 2.54
Number of anti-dilutive share equivalents 0 0 0.2 0.2


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Income from continuing operations, net of income taxes	$	66.3	$	46.7	$	166.4	$	129.3
Income from discontinued operations, net of income taxes	145.7		5.6		158.5		15.6
Net income	$	212.0	$	52.3	$	324.9	$	144.9

Weighted-average number of common shares outstanding - basic	52.7		52.5		53.0		52.6
Dilutive effect of common share equivalents	0.7		0.5		0.7		0.5
Weighted-average number of common shares and share equivalents outstanding - diluted	53.4		53.0		53.7		53.1

Basic earnings per share:
Continuing operations	$	1.26	$	0.89	$	3.14	$	2.46
Discontinued operations	2.76		0.11		2.99		0.29
	$	4.02	$	1.00	$	6.13	$	2.75
Diluted earnings per share:
Continuing operations	$	1.24	$	0.88	$	3.10	$	2.44
Discontinued operations	2.73		0.11		2.95		0.29
	$	3.97	$	0.99	$	6.05	$	2.73

~~10.~~9. Segment Reporting

ASGN provides ITinformation technology and professional ~~staffing~~ services in the technology, digital ~~creative, engineering~~ and ~~life sciences~~creative fields across the commercial and government sectors. ASGN operates through its Commercial and Federal Government segments. Virtually all of the Company's revenues are generated in the United States.

Prior to the divestiture of the Oxford business, the Company had three reportable segments: Apex, Oxford and ~~ECS Segments. The~~ECS. As a result of the divestiture, the Oxford Segment is no longer a reportable segment, the Apex Segment was renamed the Commercial Segment and the ECS Segment was renamed the Federal Government Segment. The Company's CyberCoders division, which was previously part of the Oxford Segment, is now included in the Commercial Segment. All segment information included herein reflects these changes.

The Commercial Segment provides assignment and consulting information technology, digital ~~creative, scientific, engineering staffing~~ and ~~consulting~~creative services to Fortune 1000 and mid-market clients across the United States, ~~and Canada. The Oxford Segment provides hard-to-find technology, digital, engineering and life sciences staffing and consulting services in select skill and geographic markets in the United States~~Canada and Europe. The ~~Company’s commercial business is comprised of the Apex and Oxford Segments. The ECS~~Federal Government Segment ~~the Company’s federal government business,~~ delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT modernization, science and engineering to ~~U.S.~~ defense, intelligence and federal civilian agencies. ~~Virtually all of the Company's revenues are generated in the United States. Revenues from outside the United States accounted for less than 5.0 percent of consolidated revenues.~~

The Company has three major revenue sources: (i) contract, (ii) permanent placement and (iii) federal government. The Company’s contract revenues are comprised of assignment revenues and consulting revenues. Consulting services consist of deliverables-based projects including support service centers and managed projects such as software development.

~~The Company’s management~~Management evaluates the performance of each segment primarily based on revenues, gross profit and operating ~~income. The information in the following tables~~income, which is derived directly from internal financial reporting of the segments used for corporate management ~~purposes. The following tables present revenues, gross profit, operating income and amortization~~purposes, which is presented below by segment (in millions):

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Apex
Revenues $ 596.1 $ 644.1 $ 1,802.1 $ 1,878.7
Gross profit 173.0 192.2 528.1 555.4
Operating income 69.4 79.2 202.3 213.1
Amortization 5.7 4.0 16.5 15.5
Oxford
Revenues $ 127.2 $ 152.5 $ 396.1 $ 455.3
Gross profit 52.1 61.9 157.8 183.3
Operating income 12.1 13.6 31.0 36.3
Amortization 0.2 1.0 0.5 3.0
ECS
Revenues $ 288.6 $ 206.1 $ 741.0 $ 564.7
Gross profit 45.9 37.3 126.8 101.8
Operating income 16.7 12.7 44.3 30.5
Amortization 7.0 6.9 20.6 20.3
Consolidated
Revenues $ 1,011.9 $ 1,002.7 $ 2,939.2 $ 2,898.7
Gross profit 271.0 291.4 812.7 840.5
Operating income(1)
80.9 90.9 227.8 226.9
Amortization 12.9 11.9 37.6 38.8
___________________

(1) Consolidated operating income includes corporate operating expenses, which are not allocated to the segments, consisting of consolidated stock-based compensation expense, compensation for corporate employees, acquisition, integration and strategic planning expenses, public company expenses and depreciation expense for corporate assets.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Commercial
Revenues	$	774.9	$	615.8	$	2,136.7	$	1,860.7
Gross profit	251.1		190.4		678.1		579.6
Operating income	98.5		72.7		258.8		207.6
Depreciation	3.5		3.7		10.4		10.9
Amortization	7.3		5.7		18.6		16.5
Federal Government
Revenues	$	298.9	$	288.6	$	819.0	$	741.0
Gross profit	57.6		45.9		150.6		126.8
Operating income	23.3		16.7		56.8		44.3
Depreciation	2.3		2.5		6.8		6.5
Amortization	8.6		7.0		21.3		20.6
Consolidated
Revenues	$	1,073.8	$	904.4	$	2,955.7	$	2,601.7
Gross profit	308.7		236.3		828.7		706.4
Operating income	100.1		73.5		255.4		207.3
Depreciation	7.1		7.5		21.7		20.7
Amortization	15.9		12.7		39.9		37.1

___________________

Consolidated operating income includes corporate operating expenses, which are not allocated to the segments. These expenses include, among other things, stock-based compensation expense, compensation for corporate employees, acquisition, integration and strategic planning expenses and public company expenses. Consolidated depreciation includes depreciation expense for corporate assets.

1112

Virtually all of the revenues from the Commercial Segment are generated from time-and-materials ("T&M") contracts where payments are based on fixed hourly rates for each direct labor hour expended and reimbursements for allowable material costs and out-of-pocket expenses. Revenues from the Federal Government Segment are generated from: (i) firm-fixed-price, (ii) T&M and (iii) cost reimbursable contracts. Virtually all of the Company's revenues are recognized over time. The following table presents ~~segment~~ revenues by segment and type (in millions):.

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Apex
Assignment $ 492.2 $ 544.7 $ 1,502.3 $ 1,598.0
Consulting 96.6 85.1 271.5 237.0
Permanent placement 7.3 14.3 28.3 43.7
596.1 644.1 1,802.1 1,878.7
Oxford
Assignment $ 95.8 $ 115.3 $ 306.9 $ 350.0
Consulting 14.1 15.0 38.4 41.1
Permanent placement 17.3 22.2 50.8 64.2
127.2 152.5 396.1 455.3
ECS
Firm-fixed-price $ 82.0 $ 64.4 $ 201.2 $ 153.8
Time and materials 80.8 68.4 234.6 200.6
Cost reimbursable 125.8 73.3 305.2 210.3
288.6 206.1 741.0 564.7
Consolidated $ 1,011.9 $ 1,002.7 $ 2,939.2 $ 2,898.7


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Commercial
Assignment	$	587.3	$	519.2	$	1,687.2	$	1,589.2
Consulting	187.6		96.6		449.5		271.5
	774.9		615.8		2,136.7		1,860.7
Federal Government
Firm-fixed-price	94.5		82.0		217.0		201.2
Time and materials	106.0		80.8		296.9		234.6
Cost reimbursable	98.4		125.8		305.1		305.2
	298.9		288.6		819.0		741.0
Consolidated	$	1,073.8	$	904.4	$	2,955.7	$	2,601.7

The following table presents the ~~ECS~~Federal Government Segment ~~(federal government business)~~ revenues by customer type (in millions):.


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Department of Defense and Intelligence Agencies	Department of Defense and Intelligence Agencies	$	172.0	$	112.6	$	414.4	$	316.2	Department of Defense and Intelligence Agencies	$	166.0	$	172.0	$	450.8	$	414.4
Federal Civilian	Federal Civilian	96.2		82.0		276.1		213.5		Federal Civilian	112.1		96.2		303.5		276.1
Other	Other	20.4		11.5		50.5		35.0		Other	20.8		20.4		64.7		50.5
		$	288.6	$	206.1	$	741.0	$	564.7		$	298.9	$	288.6	$	819.0	$	741.0

~~11.~~10. Fair Value Measurements

Recurring Fair Value Measurements — The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued payroll and contract professional pay approximate their fair value based on their short-term nature. The carrying amount of long-term debt recorded in the Company’s ~~condensed consolidated~~ balance sheet at September 30, ~~2020~~2021 was $1.0 billion (see Note 5. Long-Term Debt) and ~~approximated~~ its fair value ~~(see Note 5. Long-Term Debt),~~was $1.1 billion, which was determined using quoted prices in active markets for identical liabilities (Level 1 inputs).

The Company has a deferred compensation plan and the employees' deferred compensation is deposited in a rabbi trust. This rabbi trust had investments, primarily mutual funds, of $13.1 million and $11.8 million at September 30, 2020 and December 31, 2019, respectively, which are measured at fair value using the net asset value per share. These assets were primarily included in other noncurrent assets.

Nonrecurring Fair Value Measurements

— Certain assets, such as goodwill and trademarks, are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as, when there is evidence of ~~impairment (see Note 1. General~~impairment. There were no fair value adjustments for ~~discussion of our assessment performed as of~~non-financial assets or liabilities during the three and nine months ended September 30, 2020). The fair value assigned to identifiable intangible assets is primarily determined using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs). All assets2021 and ~~liabilities of acquired companies are recorded at their estimated fair values at the dates of acquisition.~~

2020.

1213

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, ~~(the "Securities Act"),~~ and Section 21E of the Securities Exchange Act of 1934, as ~~amended (the "Exchange Act").~~amended. Such statements are based upon current expectations, as well as management's beliefs and assumptions and involve a high degree of risk and uncertainty. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words "believes," "anticipates," "plans," "expects," "intends," and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. ~~Forward-looking statements include statements regarding our anticipated financial and operating performance for future periods.~~ Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include ~~but are not limited~~matters related to the ~~following: (1) the impact~~divestiture of the ~~COVID-19 global pandemic on our competitive position~~Oxford business, and demand for our services; (2) the availability of qualified contract professionals and our ability to attract, train and retain them; (3) our ability to remain competitive in obtaining and retaining clients; (4) management of our growth; (5) continued performance and integration of our enterprise-wide information systems; (6) our ability to manage our litigation matters; (7) the successful integration of our acquired subsidiaries; (8) maintenance of our ECS Segment contract backlog; and (9) theother factors described in Item 1A1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 ("~~2019~~2020 10-K") ~~and this form 10-Q under the section titled "Risk Factors." Other factors also may contribute to the differences between our forward-looking statements and our actual results.~~. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ.

OVERVIEW

~~We provide IT~~ASGN provides information technology and professional ~~staffing~~ services in the technology, digital ~~creative, engineering~~ and ~~life sciences~~creative fields across commercial and ~~federal~~ government sectors. Our ~~commercial business is comprised of our Apex~~Commercial Segment provides assignment and ~~Oxford Segments. The Apex Segment provides~~consulting information technology, digital, creative ~~scientific, engineering staffing and consulting~~marketing services to Fortune 1000 and mid-market clients across the United States, ~~and Canada. The Oxford Segment provides hard-to-find technology, digital, engineering and life sciences staffing and consulting services in select skill and geographic markets in the United States~~Canada and Europe. Our ~~federal government business is comprised of our ECS~~Federal Government Segment ~~which provides IT solutions to the federal government, including~~delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT ~~modernization.~~modernization, science and engineering to departments and agencies in the federal government.

WeOn August 17, 2021, we sold the Oxford Global Resources business unit ("Oxford business") to an affiliate of H.I.G. Capital for $525.0 million. The financial results and assets and liabilities of the Oxford business have ~~three major revenue sources: (i) contract, (ii) permanent placement~~been classified as discontinued operations in the statements of operations and ~~(iii) federal government. Our contract revenues are comprised of assignment~~the balance sheets included herein. Unless otherwise noted, amounts and ~~consulting revenues. Consulting services consist of deliverables-based projects including support service centers~~disclosures throughout this Management's Discussion and ~~managed projects such as software development.~~Analysis section relate to our continuing operations.

Prior to the divestiture of the Oxford business, the Company had three reportable segments: Apex, Oxford and ECS. As a result of the divestiture, the Oxford Segment is no longer a reportable segment, the Apex Segment was renamed the Commercial Segment and the ECS Segment was renamed the Federal Government Segment. The ~~Impact~~Company's CyberCoders division, which was previously part of ~~COVID-19 on our Results and Operations~~the Oxford Segment, is now included in the Commercial Segment. All segment data included herein reflect these changes.

Our financial performance for the quarter and the first nine months of 2020 was adversely affected by lower demand from our commercial customers related to the COVID-19 pandemic, which was partially offset by high growth in our federal government business. In mid-March of this year, we began experiencing week-to-week revenue declines in our commercial business, which continued through the first half of the second quarter. In the second half of that quarter, weekly production levels improved, which has continued through the third week of the fourth quarter. Over that same period, we saw double-digit year-over-year revenue growth in our federal government business.

For the fourth quarter of 2020, we expect consolidated revenues will be down from the third quarter due to 3.5 fewer Billable Days and lower revenues from certain federal government programs that experienced high volume in the third quarter of 2020. On a per Billable Day basis, we estimate our commercial business will be up 4.0 to 4.5 percent over the third quarter of 2020. We also estimate our federal government business will be up slightly above 10.0 percent year over year despite the very high fourth quarter 2019 comparable, which grew over 30 percent year over year and included $34.4 million in revenues from the early renewal of software licenses. While we believe these are reasonable expectations, any worsening of the COVID-19 pandemic could adversely affect our results for the fourth quarter.

~~CONSOLIDATED~~ RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, ~~2020~~2021 COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER ~~30, 2019 AND THE THREE MONTHS ENDED JUNE~~ 30, 2020

Revenues

Revenues for the quarter were ~~$1.01 billion, an increase of 0.9~~$1,073.8 million, up 18.7 percent from the third quarter of ~~2019 and up 8.0 percent sequentially. This performance was driven by~~2020, mainly the result of high organic growth ofin our ~~federal government business~~Commercial Segment and the ~~growth~~revenue contribution of ~~all of our commercial divisions~~$42.0 million from businesses acquired after the ~~trough-level revenues experienced in late May~~third quarter of 2020. ~~Revenues~~Excluding the contributions from our commercial business, which accounted for 71.5 percent of total revenues, were down year over year due to lower customer demand caused by the COVID-19 pandemic. Revenues from our federal government business, which accounted for 28.5 percent of totalacquisitions, revenues were up ~~year over year reflecting increased volume on certain existing programs, new contract awards and the contribution from Blackstone Federal, which was acquired in January of this year.~~

14.1 percent year-over-year. The table below shows our revenues ~~by business and~~ by segment for the three months ended September 30, ~~2020~~2021 and ~~2019 and the three months ended June 30,~~ 2020 (in millions):.


												% of Total																	% of Total
		September 30,				June 30,		Change				September 30,				June 30,		Change					2021		2020		Change			2021		2020		Change
		2020		2019		2020		Y-Y		Seq.		2020		2019		2020		Y-Y		Seq.
Business
Commercial	Commercial																					Commercial
Assignment	Assignment	$	588.0	$	660.0	$	580.0	-10.9	%	1.4	%	58.2	%	65.8	%	61.9	%	-7.6	%	-3.7	%	Assignment	$	587.3	$	519.2	13.1	%		54.7	%	57.4	%	-2.7	%
Consulting	Consulting	110.7		100.1		96.4		10.6	%	14.8	%	10.9	%	10.0	%	10.3	%	0.9	%	0.6	%	Consulting	187.6		96.6		94.2	%		17.5	%	10.7	%	6.8	%
Contract		698.7		760.1		676.4		-8.1	%	3.3	%	69.1	%	75.8	%	72.2	%	-6.7	%	-3.1	%
Permanent placement		24.6		36.5		20.7		-32.6	%	18.8	%	2.4	%	3.6	%	2.2	%	-1.2	%	0.2	%
Commercial		723.3		796.6		697.1		-9.2	%	3.7	%	71.5	%	79.4	%	74.4	%	-7.9	%	-2.9	%
																							774.9		615.8		25.8	%		72.2	%	68.1	%	4.1	%
Federal Government	Federal Government	288.6		206.1		239.7		40.0	%	20.4	%	28.5	%	20.6	%	25.6	%	7.9	%	2.9	%	Federal Government	298.9		288.6		3.6	%		27.8	%	31.9	%	-4.1	%
Consolidated	Consolidated	$	1,011.9	$	1,002.7	$	936.8	0.9	%	8.0	%	100.0	%	100.0	%	100.0	%					Consolidated	$	1,073.8	$	904.4	18.7	%		100.0	%	100.0	%

Segment
Apex		$	596.1	$	644.1	$	576.9	-7.5	%	3.3	%	58.9	%	64.2	%	61.6	%	-5.3	%	-2.7	%
Oxford		127.2		152.5		120.2		-16.6	%	5.8	%	12.6	%	15.2	%	12.8	%	-2.6	%	-0.2	%
ECS		288.6		206.1		239.7		40.0	%	20.4	%	28.5	%	20.6	%	25.6	%	7.9	%	2.9	%
Consolidated		$	1,011.9	$	1,002.7	$	936.8	0.9	%	8.0	%	100.0	%	100.0	%	100.0	%

~~Commercial Business~~ — Revenues from our commercial business were down 9.2 percent year over year resulting from lower customer demand attributable to the COVID-19 pandemic. On a sequential basis, revenues were up 3.7 percent with all commercial divisions experiencing growth over the second quarter of 2020. Contract revenues, which exclude permanent placement revenues, were down 8.1 percent year over year; and permanent placement revenues, which accounted for 2.4 percent of consolidated revenues, were down 32.6 percent year over year.

Our predominately commercial IT services divisions (Apex Systems and Oxford Core), which together accounted for 87.5 percent of commercial revenues, were down 5.0 percent year over year, but increased 3.1 percent sequentially. Our creative marketing and permanent placement divisions (Creative Circle and CyberCoders), which combined accounted for 12.5 percent of commercial revenues, were down 30.6 percent year over year, but increased 8.2 percent sequentially.

From an industry perspective, our commercial revenues fall into five industry verticals (financial services; consumer and industrials; healthcare; technology, media and telecom ("TMT"); and business and government services). Financial services, our largest industry vertical (24.6 percent of commercial revenues), was up 11.1 percent year over year, while the other four industry verticals were all down. All industry verticals, except TMT, experienced sequential growth.

Revenues from our Apex Segment were down 7.5 percent year over year resulting from lower customer demand attributable to the pandemic. On a sequential basis, revenues were up 3.3 percent. Revenues from Apex Systems, which accounted for 88.1 percent of the segment’s revenues, were down 2.6 percent year over year, but were up 3.3 percent sequentially. Revenues from the segment's creative marketing division were down 32.4 percent year over year, but were up 3.6 percent sequentially.

Revenues from our Oxford Segment were down 16.6 percent year over year primarily resulting from lower customer demand attributable to the pandemic, but were up 5.8 percent sequentially as our permanent placement and consulting revenues showed improvement throughout the quarter.

~~Federal Government Business~~ — Revenues from our ~~federal government business~~Commercial Segment were up ~~40.0~~25.8 percent ~~year~~ over the third quarter of last year and ~~20.4~~15.7 percent ~~sequentially.~~over the third quarter of 2019. This growth was the result of double-digit growth in the segment's high-margin IT consulting, creative marketing and permanent placement services, mid-to-high single-digit growth of IT assignment revenues and $10.4 million in revenues from an IT consulting services business acquired after the third quarter of 2020. Excluding that revenue contribution, revenues from our Commercial Segment were up 24.1 percent over the third quarter of last year.

Within the Commercial Segment, IT services and solutions revenues, which accounted for 82.6 percent of the segment's revenues in the quarter, were up 21.8 percent over the third quarter of last year and up 18.6 percent over the third quarter of 2019. Creative marketing and permanent placement revenues, which combined accounted for 17.4 percent of the segment's revenues in the quarter, were up 49.6 percent year-over-year and up 3.8 percent over the third quarter of 2019. All divisions in the segment (IT services and solutions, creative marketing and permanent placement) were up over the third quarter of last year, up over the second quarter of 2021 and up over the third quarter of 2019.

Commercial consulting services revenues (virtually all IT services), which accounted for 24.2 percent of the segment's revenues, were $187.6 million, up 94.2 percent over the third quarter of last year. Assignment revenues, which accounted for 75.8 percent of the segment's revenues, were $587.3 million, up 13.1 percent year-over-year driven by double-digit growth in creative marketing and permanent placement revenues and mid-to-high single-digit year-over-year growth in IT assignment revenues.

From an industry perspective, Commercial Segment revenues fall into five broad industry verticals: (i) financial services, (ii) consumer and industrials, (iii) healthcare, (iv) technology, media and telecom and (v) business and government services. Growth in the quarter was broad-based and all five industry verticals experienced growth during the quarter, ranging from 6.1 percent growth in financial services, our largest industry vertical, to 50.8 percent growth in consumer and industrials.

Revenues from our Federal Government Segment were up 3.6 percent over the third quarter of last year. The growth was driven by a number of factors, including increased volume onunder certain existing programs, new contract awards and revenues of $31.6 million from the four businesses acquired after the third quarter of 2020. Excluding the revenue contribution from ~~Blackstone Federal, which was~~the acquired ~~in January of this year. Revenues from existing programs included a $38.5 million sequential increase~~businesses and higher spending levels under two cost reimbursable contracts ~~related to artificial intelligence/machine learning ("AI/ML") solutions and~~in the ~~development and expansion~~third quarter of ~~unclassified networks.~~last year, revenue growth for the segment was low single digits year-over-year.

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by ~~business and by~~ segment for the three months ended September 30, ~~2020~~2021 and ~~2019 and June 30,~~ 2020 (in millions):

Gross Profit Gross Margin
September 30, June 30, Change September 30, June 30, Change
2020 2019 2020 Y-Y Seq. 2020 2019 2020 Y-Y Seq.
Business
Commercial $ 225.1 $ 254.1 $ 217.0 -11.4 % 3.7 % 31.1 % 31.9 % 31.1 % -0.8 % —
Federal Government 45.9 37.3 43.8 23.1 % 4.8 % 15.9 % 18.1 % 18.3 % -2.2 % -2.4 %
Consolidated $ 271.0 $ 291.4 $ 260.8 -7.0 % 3.9 % 26.8 % 29.1 % 27.8 % -2.3 % -1.0 %
Contract
Commercial $ 200.6 $ 217.7 $ 196.3 -7.9 % 2.2 % 28.7 % 28.6 % 29.0 % 0.1 % -0.3 %
Federal Government 45.9 37.3 43.8 23.1 % 4.8 % 15.9 % 18.1 % 18.3 % -2.2 % -2.4 %
$ 246.5 $ 255.0 $ 240.1 -3.3 % 2.7 % 25.0 % 26.4 % 26.2 % -1.4 % -1.2 %
Segment
Apex $ 173.0 $ 192.2 $ 170.6 -10.0 % 1.4 % 29.0 % 29.8 % 29.6 % -0.8 % -0.6 %
Oxford 52.1 61.9 46.4 -15.8 % 12.3 % 40.9 % 40.6 % 38.6 % 0.3 % 2.3 %
ECS 45.9 37.3 43.8 23.1 % 4.8 % 15.9 % 18.1 % 18.3 % -2.2 % -2.4 %
Consolidated $ 271.0 $ 291.4 $ 260.8 -7.0 % 3.9 % 26.8 % 29.1 % 27.8 % -2.3 % -1.0 %
.

~~____________~~


	Gross Profit						Gross Margin
	2021		2020		Change			2021		2020		Change

Commercial	$	251.1	$	190.4	31.9	%		32.4	%	30.9	%	1.5	%
Federal Government	57.6		45.9		25.5	%		19.3	%	15.9	%	3.4	%
Consolidated	$	308.7	$	236.3	30.6	%		28.7	%	26.1	%	2.6	%

~~Note: Contract gross profit and margin exclude permanent placement revenues.~~

Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, allowable materials and reimbursable out-of-pocket expenses. Consolidated gross profit was ~~down 7.0~~up 30.6 percent ~~year over year resulting from the overall decline in revenues, but was up 3.9 percent sequentially.~~on revenue growth of 18.7 percent.

Gross margin was 28.7 percent, an expansion of 2.6 percentage points over the third quarter of 2020. Both segments reported expansion in gross margin. The expansion for the ~~quarter~~Commercial Segment was ~~down year over year due to~~the result of changes in business mix ~~stemming~~driven by the double-digit growth of the segment's high-margin services (IT consulting, creative marketing and permanent placement services). The expansion for the Federal Government Segment was also driven by changes in business mix, related to a lower level of revenues from certain lower-margin cost reimbursable contracts, the contribution from the decline in permanent placement revenues and the high revenue growth of our federal government business, which carries lower gross margins than our commercial business. Gross margin on federal government revenues was lower thanhigh-margin businesses acquired after the third quarter of last year ~~due to increased volume from certain programs under cost reimbursable~~and higher profitability on two firm-fixed-price contracts ~~which typically have lower margins than other~~whose initial contract ~~types.~~

~~The contract gross margin for~~term ended during the commercial business, which excludes the effects of permanent placement revenues, was up slightly year over year. This improvement reflected, among other things, the higher contribution of consulting revenues and lower billable consultant expenses, which are generally passed through to the customer with no markup.quarter.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses consist primarily of compensation expense for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses and other general and administrative expenses. SG&A expenses ~~for~~were $192.7 million (17.9 percent of revenues), compared with $150.1 million (16.6 percent of revenues) in the third quarter ~~were $177.2 million (17.5 percent~~ of ~~revenues),~~2020. The year-over-year increase was commensurate with the growth in the business, the higher mix of high margin commercial revenues (which carry a ~~year-over-year reduction of $11.4 million and a 130 basis point reduction in~~higher SG&A expense ~~as a percent~~component than federal government services revenues), higher headcount investments to support the future growth of ~~revenues. This improvement related to effective expense management, as well as lower~~the business and higher incentive compensation and ~~travel expenses.~~healthcare expenses, which were both down in 2020 from historical levels.

Amortization of Intangible Assets

Amortization of intangible assets was ~~$12.9~~$15.9 million, up from ~~$11.9~~$12.7 million in the third quarter of ~~2019.~~2020. This increase relates to the effects of recently acquired businesses.

~~Interest Expense~~

Interest expense was $9.3 million, down 26.8 percent from the third quarter of 2019. This improvement was the result of (i) a reduction in LIBOR, (ii) a 25-basis point reduction in the spread on our Credit Facility resulting from our capital restructuring in the fourth quarter of 2019 and (iii) lower amortization of deferred loan costs.

Interest Expense

Interest expense was $9.6 million, compared with $9.3 million in the third quarter of 2020. Interest expense for the quarter was comprised of $2.4 million of interest on the senior secured credit facility, $6.4 million of interest on the ~~Senior Notes, $2.5~~unsecured senior notes, $0.4 million in amortization of ~~interest on the Credit Facility~~deferred loan costs and $0.4 million ~~deferred loan fee amortization.~~related to an amendment to the senior secured credit facility. The weighted-average outstanding borrowings ~~outstanding~~for the quarter were $1.0 billion ~~for~~and the ~~third quarter of 2020 and 2019. The~~ weighted-average interest rate ~~in the current quarter~~ was 3.4 ~~percent, down from 4.3 percent in the third quarter of 2019.~~percent.

Provision for Income Taxes

The provision for income taxes was ~~$19.3~~$24.2 million, ~~for the current quarter of 2020, down~~up from ~~$20.7~~$17.5 million in the third quarter of ~~2019.~~2020, related to the growth in income before income taxes. The effective tax rate for the current quarter ~~was 27.0~~of 26.7 percent ~~which~~ was slightly ~~higher~~lower than the third quarter of ~~last year.~~2020.

Income from Continuing Operations

Income from continuing operations was $66.3 million, up from $46.7 million in the third quarter of 2020 driven by the growth in the business and the expansion of our gross margin.

Income from Discontinued Operations

Income from discontinued operations was $145.7 million (net of income taxes of $68.0 million). Virtually all of the income related to the gain on the sale of the Oxford business.

Net Income

Net income ~~decreased $5.1~~of $212.0 million ~~year over year or 8.9 percent to $52.3~~was comprised of income from continuing operations of $66.3 million ~~for the current quarter~~and income from ~~$57.4 million in the third quarter~~discontinued operations of ~~2019. This decrease related to the year-over-year decline in commercial revenues and gross profit from lower customer demand attributable to the COVID-19 pandemic.~~$145.7 million.

~~CONSOLIDATED~~ RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ~~2020~~2021 COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, ~~2019~~2020

Revenues

Revenues for the first nine months of ~~2020~~2021 were ~~$2.9~~$3.0 billion, ~~an increase~~up 13.6 percent year-over-year as a result of ~~1.4 percent year over year, primarily driven by the high~~organic growth of our ~~federal government business. Revenues~~Commercial and Federal Government segments and the revenue contribution of $56.6 million from ~~our commercial business, which accounted for 74.8 percent~~businesses acquired after the third quarter of ~~total revenues, were down year over year resulting~~2020. Excluding the contributions from ~~lower customer demand caused by the COVID-19 pandemic. Revenues from our federal government business, which accounted for 25.2 percent of total~~acquisitions, revenues were up ~~reflecting increased volume on certain existing programs, new contract awards and the contribution from Blackstone Federal, which was acquired in January of this year.~~

11.4 percent year-over-year. The table below shows our revenues ~~by business and~~ by segment for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (in millions):.

% of Total
2020 2019 Change 2020 2019 Change
Business
Commercial
Assignment $ 1,809.2 $ 1,948.0 -7.1 % 61.6 % 67.2 % -5.6 %
Consulting 309.9 278.1 11.4 % 10.5 % 9.6 % 0.9 %
Contract 2,119.1 2,226.1 -4.8 % 72.1 % 76.8 % -4.7 %
Permanent placement 79.1 107.9 -26.7 % 2.7 % 3.7 % -1.0 %
Commercial 2,198.2 2,334.0 -5.8 % 74.8 % 80.5 % -5.7 %
Federal Government 741.0 564.7 31.2 % 25.2 % 19.5 % 5.7 %
Consolidated $ 2,939.2 $ 2,898.7 1.4 % 100.0 % 100.0 %
Segment
Apex $ 1,802.1 $ 1,878.7 -4.1 % 61.3 % 64.8 % -3.5 %
Oxford 396.1 455.3 -13.0 % 13.5 % 15.7 % -2.2 %
ECS 741.0 564.7 31.2 % 25.2 % 19.5 % 5.7 %
Consolidated $ 2,939.2 $ 2,898.7 1.4 % 100.0 % 100.0 %

~~Commercial Business~~ — Revenues from our commercial business were down 5.8 percent year over year resulting from lower customer demand attributable to the COVID-19 pandemic. Contract revenues, which exclude permanent placement revenues, were down 4.8 percent resulting from a decline in assignment revenues partially offset by an increase in consulting revenues. Permanent placement revenues, which accounted for 2.7 percent of consolidated revenues, were down 26.7 percent.

~~Our predominately commercial IT services divisions (Apex Systems and Oxford Core),~~ ~~which together accounted~~ for 86.5 percent of commercial revenues, were down 2.7 percent. Our creative marketing and permanent placement divisions (Creative Circle and CyberCoders), which combined accounted for 13.5 percent of commercial revenues, were down 21.9 percent.

From an industry perspective, our commercial revenues fall into five industry verticals (financial services; consumer and industrials; healthcare; technology, media and telecom; and business and government services). Four of our five industry verticals showed declines year over year. However, financial services, our largest industry vertical (22.3 percent of commercial revenues), was up 10.3 percent.


							% of Total
	2021		2020		Change			2021		2020		Change

Commercial
Assignment	$	1,687.2	$	1,589.2	6.2	%		57.1	%	61.1	%	-4.0	%
Consulting	449.5		271.5		65.6	%		15.2	%	10.4	%	4.8	%
	2,136.7		1,860.7		14.8	%		72.3	%	71.5	%	0.8	%
Federal Government	819.0		741.0		10.5	%		27.7	%	28.5	%	-0.8	%
Consolidated	$	2,955.7	$	2,601.7	13.6	%		100.0	%	100.0	%

Revenues from our ~~Apex~~Commercial Segment were ~~down 4.1~~up 14.8 percent ~~year~~ over ~~year resulting~~the first nine months of last year. This growth was the result of double-digit growth in the segment's high-margin IT consulting, creative marketing and permanent placement services. The growth in our consulting revenues was due to a combination of factors, including broad-based industry demand, revenue contributions from ~~lower customer demand attributable to~~an acquired business and the ~~COVID-19 pandemic.~~expansion of our near-shore delivery center in Mexico. Revenues for the period included approximately $10.4 million from ~~Apex Systems,~~an IT consulting services business acquired after the third quarter of 2020.

Within the Commercial Segment, IT services and solutions revenues, which accounted for ~~86.8~~83.4 percent of the segment's revenues in the period, were ~~about~~up 13.9 percent over the ~~same as the prior year period. Revenues from~~first nine months of last year. Creative marketing and permanent placement revenues, which combined accounted for 16.6 percent of the segment's revenues in the period, were up 19.9 percent over the first nine months of last year. All divisions in the segment (IT services and solutions, creative marketing ~~division~~and permanent placement) were ~~down 21.9 percent.~~up over the first nine months of last year.

Commercial consulting services revenues (virtually all IT services), which accounted for 21.0 percent of the segment's revenues in the period, were $449.5 million, up 65.6 percent over the first nine months of last year. Assignment revenues, which accounted for 79.0 percent of the segment's revenues in the period, were $1,687.2 million, up 6.2 percent over the first nine months of last year driven by double-digit growth in creative marketing and permanent placement revenues and single-digit year-over-year growth in IT assignment revenues.

All of our industry verticals were up year-over-year, with every vertical except the financial services industry accounts achieving double-digit growth. Growth in financial services industry accounts (24.4 percent of Commercial revenues) was in the high single digits.

Revenues from our ~~Oxford~~Federal Government Segment were ~~down 13.0~~up 10.5 percent ~~primarily resulting from lower customer demand attributable to the COVID-19 pandemic.~~

~~Federal Government Business~~ ~~— Revenues from our federal government business were up 31.2 percent. This increase~~year-over-year. The growth was driven by a number of factors, including increased volume onunder certain existing programs, ~~(mainly AI/ML solutions and development/expansion of unclassified networks),~~ new contract awards and revenues of $46.2 million the four businesses acquired after the third quarter of 2020. Excluding the revenue contribution from ~~Blackstone Federal, which~~the acquired businesses and higher spending levels under two cost reimbursable contracts in the third quarter of last year, revenue growth for the segment was ~~acquired in January 2020.~~mid-to-high single digits year-over-year.

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by ~~business and by~~ segment for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (in millions):

Gross Profit Gross Margin
2020 2019 Change 2020 2019 Change
Business
Commercial $ 685.9 $ 738.7 -7.1 % 31.2 % 31.7 % -0.5 %
Federal Government 126.8 101.8 24.6 % 17.1 % 18.0 % -0.9 %
Consolidated $ 812.7 $ 840.5 -3.3 % 27.6 % 29.0 % -1.4 %
Contract
Commercial $ 606.9 $ 630.9 -3.8 % 28.6 % 28.3 % 0.3 %
Federal Government 126.8 101.8 24.6 % 17.1 % 18.0 % -0.9 %
$ 733.7 $ 732.7 0.1 % 25.7 % 26.3 % -0.6 %
Segment
Apex $ 528.1 $ 555.4 -4.9 % 29.3 % 29.6 % -0.3 %
Oxford 157.8 183.3 -13.9 % 39.8 % 40.3 % -0.5 %
ECS 126.8 101.8 24.6 % 17.1 % 18.0 % -0.9 %
Consolidated $ 812.7 $ 840.5 -3.3 % 27.6 % 29.0 % -1.4 %

~~____________~~.

~~Note: Contract gross profit and margin exclude permanent placement revenues.~~


	Gross Profit						Gross Margin
	2021		2020		Change			2021		2020		Change

Commercial	678.1		$	579.6	17.0	%		31.7	%	31.1	%	0.6	%
Federal Government	150.6		126.8		18.8	%		18.4	%	17.1	%	1.3	%
Consolidated	$	828.7	$	706.4	17.3	%		28.0	%	27.2	%	0.8	%

~~Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, allowable materials and reimbursable out-of-pocket expenses.~~

Consolidated gross profit ~~was down 3.3~~increased 17.3 percent ~~year over year resulting from the overall decline in revenues.~~

on revenue growth of 13.6 percent. Gross margin was ~~down year~~28.0 percent, an expansion of 80 basis points over ~~year due to~~the first nine months of 2020. Both segments reported expansion in gross margin. The expansion for Commercial Segment was the result of changes in business mix ~~stemming from~~driven by the ~~decline in~~double-digit growth of the segment's high-margin services (IT consulting, creative marketing and permanent placement ~~revenues and~~services). The expansion for the ~~high revenue growth~~Federal Government Segment was also driven by changes in business mix, related to a lower level of ~~our federal government business, which carries lower gross margins than our commercial business. Gross margin on federal government~~ revenues ~~was lower year over year due to increased volume~~ from certain ~~programs under~~lower-margin cost reimbursable contracts, ~~which typically have lower margins than other~~the contribution from the high-margin businesses acquired after the third quarter of last year and higher profitability on two firm-fixed-price contracts with initial contract ~~types.~~

~~The contract gross margin for~~terms that ended during the commercial business, which excludes the effects of permanent placement revenues, was up 30 basis points year over year. This improvement reflected, among other things, the higher contribution of consulting revenues and lower billable consultant expenses, which are generally passed through to the customer with no markup.period.

Selling, General and Administrative Expenses

SG&A expenses ~~for the nine months ended September 30, 2020~~ were ~~$547.3~~$533.4 million ~~(18.6~~(18.0 percent of revenues), compared with $462.0 million (17.8 percent of revenues) in the first nine months of 2020. The year-over-year increase was commensurate with the growth in the business, the higher mix of high margin commercial revenues (which carry a ~~year-over-year reduction of $27.5 million and a 120 basis point reduction in~~higher SG&A expense ~~as a percent~~component than federal government services revenues), higher headcount investments to support the future growth of ~~revenues. This improvement related to effective expense management, as well as lower~~the business, higher incentive compensation and ~~travel expenses.~~higher expenses related to the Company's acquisition program.

Amortization of Intangible Assets

Amortization of intangible assets was ~~$37.6~~$39.9 million, ~~down~~up from ~~$38.8~~$37.1 million in the ~~same period~~first nine months of ~~2019. The lower expense in~~2020. This increase relates to the ~~current year was due to accelerated amortization for certain~~effects of recently acquired ~~intangibles, which had higher amortization at the beginning of 2019.~~businesses.

Interest Expense

Interest expense was $28.2 million, down from $30.4 million ~~down 26.2 percent~~in the first nine months of 2020, primarily resulting from the ~~prior year. This improvement was the result~~reduction of (i) a reduction in LIBOR, (ii) a 25 basis point reduction in the spread on our Credit Facility resulting from our capital restructuring in the fourth quarter of 2019 and (iii) lower amortization of deferred loan costs.

LIBOR. Interest expense ~~for the year~~ was comprised of $7.3 million of interest on the senior secured credit facility, $19.1 million of interest on the ~~Senior Notes, $10.0~~unsecured senior notes, $1.2 million ~~of interest on the Credit Facility and $1.3 million~~in amortization of deferred loan ~~fee amortization.~~costs and $0.6 million related to amendments to the senior secured credit facility. The weighted-average borrowings outstanding for the first nine months of 2021 were approximately ~~$1.1~~$1.0 billion ~~for~~and the ~~nine months ended September 30, 2020 and 2019. The~~ weighted-average interest rate ~~during the period~~ was ~~3.7 percent, down from 4.4 percent in the same period of 2019.~~3.4 percent.

Provision for Income Taxes

The provision for income taxes was ~~$52.5~~$60.8 million, ~~for~~up from $47.6 million in the first nine months ~~ended September 30,~~of 2020, ~~compared with $50.2 million for~~related to the ~~same period of last year. Our~~growth in income before taxes. The effective ~~income~~ tax rate for the first nine months ~~ended September 30, 2020 was 26.6~~of the year of 26.8 percent ~~which~~ was slightly lower than the first nine months of 2020.

Income from Continuing Operations

Income from continuing operations was $166.4 million, up from $129.3 million for first nine months of 2020 driven by the ~~same period~~growth in the business and the expansion of ~~last year.~~our gross margin.

Income from Discontinued Operations

Income from discontinued operations was $158.5 million (net of income taxes of $71.1 million). Virtually all of the income related to the gain on the sale of the Oxford business.

Net Income

Net income ~~increased $9.5~~of $324.9 million ~~or 7.0 percent to $144.9~~was comprised of income from continuing operations of $166.4 million ~~in nine months ended September 30, 2020,~~and income from ~~$135.4 million in the same period~~discontinued operations of ~~2019. This increase related to the moderate growth in revenues year over year and lower SG&A and interest expenses.~~$158.5 million.

~~ECS~~Federal Government Segment Contract Backlog

Contract backlog is a useful measure of potential future revenues for our ~~ECS Segment.~~federal government segment. Contract backlog represents the estimated amount of future revenues to be recognized under awarded contracts including task orders and options. Contract backlog does not include potential value from contract awards that have been protested by competitors until the protest is resolved in our favor. Contract backlog does not include any estimate of future work expected under indefinite delivery, indefinite quantity contracts or U.S. General Services Administration schedules. Contract backlog is segregated into funded contract backlog and negotiated unfunded contract backlog, which together make up total contract backlog.

Funded contract backlog for contracts with U.S. government agencies primarily represents contracts for which funding has been formally awarded less revenues previously recognized on these contracts and does not include the unfunded portion of contracts where funding is incrementally awarded or authorized by the U.S. government even though the contract may call for performance over a number of years. Funded contract backlog for contracts with non-government agencies represents the estimated value of contracts, which may cover multiple future years, less revenues previously recognized on these contracts.

Negotiated unfunded contract backlog represents the estimated future revenues to be earned from negotiated contract awards for which funding has not yet been awarded or authorized and from unexercised priced contract options.

Contract backlog estimates are subject to change and may be affected by the execution of new contracts, the extension or early termination of existing contracts, the non-renewal or completion of current contracts and adjustments to estimates for previously included contracts. Changes in the funded contract backlog are also affected by the funding cycles of the government.


(in millions)	(in millions)	September 30, 2020		December 31, 2019		(in millions)	September 30, 2021		December 31, 2020
Funded Contract Backlog	Funded Contract Backlog	$	571.4	$	488.4	Funded Contract Backlog	$	558.3	$	444.5
Negotiated Unfunded Contract Backlog	Negotiated Unfunded Contract Backlog	2,136.5		2,082.7		Negotiated Unfunded Contract Backlog	2,575.1		2,201.7
Contract Backlog	Contract Backlog	$	2,707.9	$	2,571.1	Contract Backlog	$	3,133.4	$	2,646.2

Federal Government Segment Book-to-Bill Ratio

The book-to-bill ratio for our ~~ECS Segment~~federal government segment was ~~1.3~~1.4 to 1.0 for the third quarter of ~~2020.~~2021 and 1.1 to 1.0 for the trailing-twelve-months. The book-to-bill ratio was calculated as the sum of the change in total contract backlog during the period plus revenues for the period, divided by revenues for the period. The contract backlog coverage ratio (backlog at September 30, ~~2020~~2021 divided by trailing-twelve-months of ~~ECS Segment's~~federal government segment revenues) was ~~2.7~~2.6 to 1.0.

Liquidity and Capital Resources

Our working capital at September 30, ~~2020~~2021 was ~~$545.3~~$831.2 million, and our cash and cash equivalents were ~~$229.7 million (including $30.8 million held in foreign countries).~~$679.4 million. Our cash flows from operating activities ~~which benefit from our highly variable cost structure,~~ have been our primary source of liquidity and have been sufficient to fund our working capital and capital expenditure needs. At September 30, ~~2020,~~2021, we had full availability under our $250.0 million revolving credit facility. We believe that our cash on hand, expected operating cash flows and availability under our revolving credit facility will be sufficient to fulfill our obligations, working capital requirements and capital expenditures for the next 12 months.

Net cash provided by operating activities was ~~$337.8~~$275.9 million for the first nine months of ~~2020,~~2021, compared with ~~$231.8~~$337.8 million in the same period of ~~2019. Net~~2020. Operating cash provided by operating activities before changes in operating assets and liabilities was $239.8 million, compared with $247.4 million in the same period of 2019. Changes in operating assets and liabilities resulted in net cash generation of $98.0 millionflows for the first nine months of ~~2020, compared with net cash usage of $15.6 million~~last year benefited from (i) lower working capital requirements related to the decline in ~~the same period of 2019. The net cash generation in 2020 included~~business activity stemming from COVID-19 and (ii) the deferral of federal payroll taxes as provided by the CARES Act. The year-over-year decrease in net cash from operating activities is mainly the result of investment in working capital to support growth in the business and the expiration at the end of last year of the payroll tax payment deferral under the CARES Act.

Net cash ~~used in~~provided by investing activities was ~~$180.1~~$249.2 million for the first nine months of ~~2020, compared with $71.4~~2021 and included $499.1 million ~~for~~in net cash proceeds from the ~~same period~~sale of ~~2019. Net~~the Oxford business. Estimated income taxes of $111.7 million on the gain from the sale will be paid on December 15, 2021. Significant uses of cash ~~used~~ in investing activities ~~at September 30, 2020~~during the period included ~~$151.5~~use of $224.4 million ~~for acquisitions~~to acquire three IT consulting businesses and ~~$28.3~~$25.6 million in capital expenditures. ~~This compares with~~Net cash used in investing activities in the same period of ~~2019, which~~2020 was $180.1 million and included ~~$48.5~~$151.5 million ~~for acquisitions~~used to acquire two businesses and ~~$22.8~~$28.3 million in capital expenditures.

Net cash used in financing activities was ~~$24.4~~$119.4 million for the first nine months of ~~2020,~~2021, compared with ~~$134.0~~$24.4 million in the same period of ~~2019. Net cash used in financing activities for the~~2020. The first nine months ~~ended September 30, 2020~~of 2021 consisted primarily of $118.4 million to repurchase the Company's common stock compared with $27.9 million ~~used~~ for ~~repurchases of our common stock. Net cash used in financing activities in~~ the same period of ~~2019 consisted primarily of $119.0 million in net payments of long-term debt and $20.0 million used for repurchases of our common stock.~~2020.

Senior Secured Credit Facility

— The senior secured credit facility ~~("Credit Facility")~~ consists of a term B loan and a ~~senior secured~~$250.0 million revolving credit ~~facility with a maximum borrowing capacity of $250.0 million ("Revolver").~~facility. At September 30, ~~2020,~~2021, the Company had $490.8 million outstanding under the term B loan and no outstanding borrowings under the ~~Revolver and had $3.9 million in undrawn stand-by letters of credit to secure certain obligations.~~revolver. Borrowings under the term B loan bear interest at LIBOR plus 1.75 percent, or the bank’s base rate plus 0.75 percent. Borrowings under the ~~Revolver~~revolver bear interest at LIBOR plus 1.25 to 2.25 percent, or the bank’s base rate plus 0.25 to 1.25 percent, depending on leverage levels. A commitment fee of 0.20 to 0.35 percent is payable on the undrawn portion of the ~~Revolver.~~revolver. There are no required minimum principal payments on the ~~Credit Facility and it~~facility until maturity. The facility is secured by substantially all of the Company's assets and includes various restrictive covenants. The Company amended its facility to, among other things, permit the sale of its Oxford business and allow the proceeds to be used for future acquisitions.

Unsecured Senior Notes

— The Company has $550.0 million of unsecured senior notes due in 2028, ~~("Senior Notes"). The Senior Notes~~which bear interest at 4.625 percent ~~which is~~ payable semiannually in arrears on May 15 and November ~~15 of each year. The Senior Notes~~15. These notes are unsecured obligations and ~~are~~ subordinate to the ~~Company's Credit Facility to the extent of the collateral securing such~~senior secured credit facility. ~~The Senior Notes also~~These notes contain certain customary limitations including, among other terms and conditions, ~~the Company's~~our ability to incur additional indebtedness, engage in mergers and acquisitions, transfer or sell assets and make certain distributions.

Recent Accounting Pronouncements

~~See "Note 2. Accounting Standards Update" in~~There have been no recent accounting pronouncements that significantly impact the ~~notes to the condensed consolidated financial statements in Part I, Item 1.~~Company.

Critical Accounting Policies

There ~~have been~~were no significant changes to our critical accounting policies and estimates during the ~~nine months ended September 30, 2020~~third quarter of 2021 compared with those disclosed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2019~~2020 10-K ~~and "Note 1. General" in the notes to the condensed consolidated financial statements in Part I, Item 1 included herein.~~.

Commitments

~~We have not made any~~There were no material changes to the significant commitments or contractual obligations that were disclosed in our ~~2019~~2020 ~~10-K, nor have we entered into any new ones.~~10-K.

Item 3 — Quantitative and Qualitative Disclosures about Market Risks

With respect to our quantitative and qualitative disclosures about foreign currency risks and interest rates risks, there have been no material changes to the information included in our ~~2019~~2020 10-K. Based on the relative size and nature of our foreign operations, we do not believe that a 10 percent change in the value of foreign currencies relative to the U.S. dollar would have a material impact on our ~~condensed consolidated~~ financial statements. A hypothetical 100 ~~basis point~~basis-point change in interest rates ~~for the Credit Facility~~on variable-rate debt would have resulted in an interest expense ~~change~~fluctuation of approximately $4.9 million based on ~~an annualized basis. The $550.0~~$490.8 million ~~Senior Notes bear a fixed interest rate and thus are not susceptible to interest rate market risks.~~of debt outstanding for any 12-month period.

Item 4 — Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. The term "disclosure controls and procedures" means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. We have established disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, ~~2020~~2021 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings

We are involved in various legal proceedings, claims and litigation arising in the ordinary course of business. However, based on the facts currently available, we do not believe that the disposition of matters that are pending or asserted will have a material effect on our financial position, results of operations or cash flows.

Item 1A — Risk Factors

There have been no material changes to the risk factors previously described in our ~~2019~~2020 ~~10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.~~10-K.

Item 2 — Unregistered Sales of Securities and Use of Proceeds

~~None.~~On March 18, 2021, the Board of Directors approved a two-year stock repurchase program under which the Company may repurchase up to $250.0 million of its common stock through March 18, 2023. Under terms of the program, purchases can be made in the open market or under a Rule 10b5-1 trading plan. The Company's repurchases of its common stock during the three months ended September 30, 2021 are shown in the table below.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs (in millions)
July	375,290	$	96.26	375,290	$	213.9
August	496,908	$	106.33	496,908	$	161.0
September	278,252	$	113.09	278,252	$	129.6
Total	1,150,450	$	104.68	1,150,450	$	129.6

Item 3 — Defaults Upon Senior Securities

None.

Item 4 — Mine Safety Disclosures

None.

Item 5 — Other Information

None.

2120

Item 6 — Exhibits

INDEX TO EXHIBITS


Number	Number		Footnote	Description	Number		Footnote	Description
2.1					2.1		(1)	Membership Interest Purchase Agreement between ASGN Incorporated, as the Seller and H.I.G. Orca Acquisition Holdings, Inc., as the Buyer, d ated as of June 30, 2021
3.1	3.1		(1)	Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective June 23, 2014	3.1		~~(4)~~(2)	Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective June 23, 2014
3.2	3.2		(2)	Certificate of Amendment of Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective April 2, 2018	3.2		~~(P)~~(3)	Certificate of Amendment of Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective April 2, 2018, chang ing name to ASGN I ncorporated
3.3	3.3		~~(3)~~(1)	Third Amended and Restated Bylaws of ASGN Incorporated, effective April 2, 2018	3.3		(4)	Fourth Amended and Restated Bylaws of ASGN Incorporated, effective March 18, 2021
4.1	4.1		(4)(P)	Specimen Common Stock Certificate	4.1		(5)(P)	Specimen Common Stock Certificate
10.1					10.1		*	Supplemental Indenture No. 2 dated as of September 29, 2021 to 4.625% Senior Notes Due 2028 Indenture Dated as of November 22, 2019
31.1	31.1		*	Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a)	31.1		*	Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a)
31.2	31.2		*	Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a)	31.2		*	Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a)
32.1	32.1		*	Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350	32.1		*	Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
32.2	32.2		*	Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350	32.2		*	Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
101	101		*	The following material from this Quarterly Report on Form 10-Q of ASGN Incorporated for the period ended September 30, 2020, formatted in Inline XBRL Part I, Item 1 of this Form 10-Q formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements.	101		*	The following material from this Quarterly Report on Form 10-Q of ASGN Incorporated, Part I, Item 1 of this Form 10-Q formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements.
104	104			Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101)	104			Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101)

~~(1)~~					~~(1)~~
*	*	Filed herewith.			*	Filed herewith.
~~(1)~~		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2014.
~~(3)~~(1)					~~(3)~~(1)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on July 1, 2021.
(2)	(2)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on March 16, 2018.			(2)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2014.
(3)	(3)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on April 2, 2018.			(3)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on March 16, 2018.
~~(4)~~(2)		Incorporated by reference from an exhibit to our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the SEC on September 21, 1992.
~~(P)~~(3)		This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K.
(4)					(4)	Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021.
(5)					(5)	Incorporated by reference from an exhibit to our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the SEC on September 21, 1992.
(P)					(P)	This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K.

2221

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ASGN Incorporated

Date: November ~~6, 2020~~8, 2021	By:	/s/ Edward L. Pierce
		Edward L. Pierce
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer and Duly Authorized Officer)

2322