10-Q

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, 2022

OR

☐	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 October 31, 2022, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was 49.9 million.

ASGN INCORPORATED AND SUBSIDIARIES

INDEX

PART I—FINANCIAL INFORMATION
Item 1—Condensed Consolidated Financial Statements (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	13
Item 3—Quantitative and Qualitative Disclosures about Market Risks	17
Item 4—Controls and Procedures	18
PART II—OTHER INFORMATION
Item 1—Legal Proceedings	19
Item 1A—Risk Factors	19
Item 2—Unregistered Sales of Securities and Use of Proceeds	19
Item 3—Defaults Upon Senior Securities	19
Item 4—Mine Safety Disclosures	19
Item 5—Other Information	19
Item 6—Exhibits	20
Signature	21

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)

	September 30,<br>2022		December 31,<br>2021
ASSETS
Current assets:
Cash and cash equivalents	$	211.2	$	529.6
Accounts receivable, net	877.9		708.2
Prepaid expenses and income taxes	15.3		41.2
Other current assets	15.6		30.4
Total current assets	1,120.0		1,309.4
Property and equipment, net	62.3		55.0
Operating lease right-of-use assets	55.4		57.1
Identifiable intangible assets, net	545.4		487.9
Goodwill	1,805.9		1,569.5
Other non-current assets	22.2		23.9
Total assets	$	3,611.2	$	3,502.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33.5	$	20.1
Accrued payroll	329.2		305.5
Operating lease liabilities	23.5		23.3
Other current liabilities	106.1		102.0
Total current liabilities	492.3		450.9
Long-term debt	1,080.8		1,033.9
Operating lease liabilities	37.2		40.2
Deferred income tax liabilities	98.2		89.0
Other long-term liabilities	13.6		23.4
Total liabilities	1,722.1		1,637.4
Commitments and contingencies
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; 50.0 million and 51.8 million shares outstanding at September 30, 2022 and December 31, 2021, respectively	0.5		0.5
Paid-in capital	702.7		690.8
Retained earnings	1,190.1		1,174.4
Accumulated other comprehensive loss	(4.2)		(0.3)
Total stockholders’ equity	1,889.1		1,865.4
Total liabilities and stockholders’ equity	$	3,611.2	$	3,502.8

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)

		Three Months Ended					Nine Months Ended
	September 30,					September 30,
		2022		2021				2022		2021
Revenues		$	1,197.9	$	1,073.8			$	3,430.7	$	2,955.7
Costs of services		839.0		765.1				2,401.2		2,127.0
Gross profit		358.9		308.7				1,029.5		828.7
Selling, general and administrative expenses		232.6		192.7				665.1		533.4
Amortization of intangible assets		17.9		15.9				45.3		39.9
Operating income		108.4		100.1				319.1		255.4
Interest expense		(12.1)		(9.6)				(31.5)		(28.2)
Income before income taxes		96.3		90.5				287.6		227.2
Provision for income taxes		25.2		24.2				76.3		60.8
Income from continuing operations		71.1		66.3				211.3		166.4
Income from discontinued operations, net of income taxes		2.1		145.7				1.2		158.5
Net income		$	73.2	$	212.0			$	212.5	$	324.9
Earnings per share:
Basic —
Continuing operations		$	1.42	$	1.26			$	4.15	$	3.14
Discontinued operations		0.04		2.76				0.02		2.99
		$	1.46	$	4.02			$	4.17	$	6.13
Diluted —
Continuing operations		$	1.40	$	1.24			$	4.09	$	3.10
Discontinued operations		0.04		2.73				0.02		2.95
		$	1.44	$	3.97			$	4.11	$	6.05
Shares and share equivalents used to calculate earnings per share:
Basic		50.1		52.7				50.9		53.0
Diluted		50.7		53.4				51.6		53.7
Reconciliation of net income to comprehensive income:
Net income		$	73.2	$	212.0			$	212.5	$	324.9
Foreign currency translation adjustment		(2.2)		2.6				(3.9)		0.7
Comprehensive income		$	71.0	$	214.6			$	208.6	$	325.6

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(in millions)

	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Three Months Ended September 30, 2022
Balance at June 30, 2022	50.4	$	0.5	$	692.1	$	1,165.5	$	(2.0)	$	1,856.1
Stock-based compensation expense	—	—		11.9		—		—		11.9
Issuances under equity plans	0.2	—		8.5		—		—		8.5
Tax withholding on restricted stock vesting	—	—		(1.6)		—		—		(1.6)
Stock repurchases and retirement of shares	(0.6)	—		(8.2)		(48.6)		—		(56.8)
Other	—	—		—		—		(2.2)		(2.2)
Net income	—	—		—		73.2		—		73.2
Balance at September 30, 2022	50.0	$	0.5	$	702.7	$	1,190.1	$	(4.2)	$	1,889.1
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
Stock-based compensation expense	—	—		20.5		—		—		20.5
Issuances under equity plans	0.1	—		6.6		—		—		6.6
Tax withholding on restricted stock vesting	0.2	—		(6.7)		—		—		(6.7)
Stock repurchases and retirement of shares	(1.2)	—		(14.7)		(105.7)		—		(120.4)
Other	—	—		—		—		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
	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Nine Months Ended September 30, 2022
Balance at December 31, 2021	51.8	$	0.5	$	690.8	$	1,174.4	$	(0.3)	$	1,865.4
Stock-based compensation expense	—	—		35.9		—		—		35.9
Issuances under equity plans	0.4	—		18.9		—		—		18.9
Tax withholding on restricted stock vesting	—	—		(12.9)		—		—		(12.9)
Stock repurchase and retirement of shares	(2.2)	—		(30.0)		(196.8)		—		(226.8)
Other	—	—		—		—		(3.9)		(3.9)
Net income	—	—		—		212.5		—		212.5
Balance at September 30, 2022	50.0	$	0.5	$	702.7	$	1,190.1	$	(4.2)	$	1,889.1
Nine Months Ended September 30, 2021
Balance at December 31, 2020	52.9	$	0.5	$	661.3	$	926.3	$	(1.0)	$	1,587.1
Stock-based compensation expense	—	—		41.7		—		—		41.7
Issuances under equity plans	0.2	—		14.3		—		—		14.3
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)
Other	—	—		—		—		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

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Nine Months Ended
	September 30,
	2022		2021
Cash Flows from Operating Activities
Net income	$	212.5	$	324.9
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of discontinued operations	—		(218.6)
Depreciation and amortization	64.8		67.5
Stock-based compensation	35.9		41.7
Deferred income taxes	0.3		(42.4)
Other	6.5		3.7
Changes in operating assets and liabilities, net of effects of acquisitions and divestiture:
Accounts receivable	(154.2)		(99.5)
Prepaid expenses and income taxes	26.4		12.6
Accounts payable	10.0		(12.0)
Accrued payroll	20.0		75.3
Income taxes payable	15.1		130.6
Other	(4.8)		(7.9)
Net cash provided by operating activities	232.5		275.9
Cash Flows from Investing Activities
Cash paid for property and equipment	(27.0)		(25.6)
Cash paid for acquisitions, net of cash acquired	(351.8)		(224.4)
Cash received from sale of the Oxford business	9.8		499.1
Other	2.4		0.1
Net cash provided by (used in) investing activities	(366.6)		249.2
Cash Flows from Financing Activities
Proceeds from long term debt	46.0		—
Proceeds from employee stock purchase plan	18.9		14.3
Repurchases of common stock	(227.6)		(118.4)
Payment of employment taxes related to release of restricted stock awards	(12.9)		(13.9)
Payment of contingent consideration	(8.1)		—
Debt issuance and amendment costs	—		(1.4)
Net cash used in financing activities	(183.7)		(119.4)
Effect of exchange rate changes on cash and cash equivalents	(0.6)		(0.7)
Net increase (decrease) in cash and cash equivalents	(318.4)		405.0
Cash and cash equivalents at beginning of year	529.6		274.4
Cash and cash equivalents at end of period	$	211.2	$	679.4		Supplemental Disclosure of Cash Flow Information
---	---	---	---	---
Cash paid for —
Income taxes	$	33.4	$	39.6
Interest	$	23.6	$	20.1
Operating leases	$	20.4	$	25.3
Noncash transactions —
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	15.5	$	3.4

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 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. 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, 2021 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, 2021 ("2021 10-K").

2. Accounting Standards Update

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Business Combinations (Topic 805) Accounting for Acquired Contract Assets and Contract Liabilities, which requires an acquirer to recognize and measure contract assets and liabilities in a business combination in accordance with Accounting Standards Codification Topic 606 Revenue from Contracts with Customers, rather than adjust them to fair value at the acquisition date. The Company early adopted this standard and it had no impact on the condensed consolidated financial statements.

3. Acquisitions

On July 6, 2022, the Company acquired GlideFast Holdings, LLC and affiliated entities ("GlideFast"), a ServiceNow consulting company, for $351.8 million in cash. GlideFast is part of the Commercial Segment and its results of operations are included in the consolidated results of the Company from the date of its acquisition. The purchase accounting for this 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. The preliminary fair value of the identifiable intangible assets related to this acquisition totaled $102.8 million, including a trademark of $30.2 million which has an indefinite life. Other acquired identifiable intangible assets have useful lives ranging from three to nine years.

In 2021, the Company acquired three consulting services businesses for $221.3 million in cash. These acquisitions increased the Company's investment in IT consulting in its Commercial and Federal Government segments. The fair values allocated to the assets and liabilities for these acquisitions have been finalized.

4. Goodwill and Identifiable Intangible Assets

The following table summarizes the activity related to the carrying amount of goodwill by segment since December 31, 2020 (in millions).

	Commercial		Federal Government		Total
Balance as of December 31, 2020	$	778.6	$	642.1	$	1,420.7
2021 acquisitions	51.1		94.8		145.9
Purchase price adjustments	—		3.3		3.3
Translation adjustment	(0.4)		—		(0.4)
Balance as of December 31, 2021	829.3		740.2		1,569.5
2022 acquisition	246.9		—		246.9
Purchase price adjustments	0.4		(8.5)		(8.1)
Translation adjustment	(2.4)		—		(2.4)
Balance as of September 30, 2022	$	1,074.2	$	731.7	$	1,805.9

________________________________

Approximately $163.6 million and $127.2 million of the goodwill for the 2022 and 2021 acquisitions, respectively, is deductible for income tax purposes.

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

		September 30, 2022						December 31, 2021
	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	7 - 13	$	555.9	$	299.7	$	256.2	$	493.9	$	260.2	$	233.7
Contractor relationships	4	—		—		—		45.5		45.5		—
Contract Backlog	1 - 3	34.8		33.8		1.0		34.8		31.0		3.8
Non-compete agreements	1 - 7	39.7		24.3		15.4		29.4		21.6		7.8
		630.4		357.8		272.6		603.6		358.3		245.3
Not subject to amortization:
Trademarks		272.8		—		272.8		242.6		—		242.6
Total		$	903.2	$	357.8	$	545.4	$	846.2	$	358.3	$	487.9

Estimated future amortization expense follows (in millions):

Remainder of 2022	$	17.8
2023	59.3
2024	49.8
2025	41.8
2026	35.4
Thereafter	68.5
	$	272.6

5. Discontinued Operations

On August 17, 2021, the Company sold its Oxford business to an affiliate of H.I.G. Capital for $525.0 million. Included in the nine months ended September 30, 2021, was a $218.6 million ($149.3 million net of income taxes) gain from the sale. The financial results of that business are reported as discontinued operations in the accompanying condensed consolidated statements of operations.

There were no significant operating results from discontinued operations subsequent to December 31, 2021. The following table summarizes the results of operations of the Oxford business (in millions):

	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Revenues	$	71.6	$	324.3
Costs of services	49.0		223.0
Gross profit	22.6		101.3
Selling, general and administrative expenses	27.5		89.9
Amortization of intangible assets	0.1		0.4
Income (loss) before income taxes	(5.0)		11.0
Provision (benefit) for income taxes	(1.4)		1.8
Gain on sale, net of income taxes	149.3		149.3
Income from discontinued operations, net of income taxes	$	145.7	$	158.5

During the nine months ended September 30, 2022, the Company received $9.8 million related to the finalization of the purchase price. The following table provides select cash flow information related to the Oxford business for the nine months ended September 30, 2021 (in millions):

Net cash provided by operating activities	$	8.2
Net cash provided by (used in) investing activities
Cash received from sale of discontinued operations	499.1
Other	(3.9)
	$	495.2

6. Long-Term Debt

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

	September 30,<br>2022		December 31,<br>2021
Senior Secured Credit Facility:
Borrowings under $250 million revolving credit facility, due 2024	$	46.0	$	—
Term B loan facility, due 2025	490.8		490.8
Unsecured Senior Notes, due 2028	550.0		550.0
	1,086.8		1,040.8
Unamortized deferred loan costs	(6.0)		(6.9)
	$	1,080.8	$	1,033.9

Senior Secured Credit Facility — The senior secured credit facility consists of a term B loan and a $250.0 million revolving credit 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 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. There are no required minimum payments on the facility. The revolver is limited to a maximum ratio of senior secured debt to trailing 12-months of lender-defined consolidated EBITDA of 3.75 to 1, which was 0.96 to 1 at September 30, 2022. The facility is secured by substantially all of the Company's assets and includes various restrictive covenants. At September 30, 2022, the Company was in compliance with its debt covenants. In July 2021, the Company amended its facility to, among other things, permit the sale of its Oxford business and allow the net cash proceeds (approximately $0.4 billion) to be used for future acquisitions and other permitted investments. With the acquisition of GlideFast on July 6, 2022 (see Note 3. Acquisitions) and other investments of the net cash proceeds, no debt prepayments were required.

Unsecured Senior Notes — The Company has $550.0 million of unsecured senior notes, which bear interest at 4.625 percent payable semiannually in arrears on May 15 and November 15. These notes are unsecured obligations and are subordinate to the senior secured credit facility. These notes also contain certain customary limitations including, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions, transfer or sell assets and make certain distributions.

7. Commitments and Contingencies

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 financial statements.

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.

9. Earnings per Share

The following table shows the calculation of basic and diluted earnings per share (in millions, except per share data).

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Income from continuing operations	$	71.1	$	66.3	$	211.3	$	166.4
Income from discontinued operations, net of income taxes	2.1		145.7		1.2		158.5
Net income	$	73.2	$	212.0	$	212.5	$	324.9
Weighted-average number of common shares outstanding — basic	50.1		52.7		50.9		53.0
Dilutive effect of common share equivalents	0.6		0.7		0.7		0.7
Weighted-average number of common shares and share equivalents outstanding — diluted	50.7		53.4		51.6		53.7
Basic earnings per share:
Continuing operations	$	1.42	$	1.26	$	4.15	$	3.14
Discontinued operations	0.04		2.76		0.02		2.99
	$	1.46	$	4.02	$	4.17	$	6.13
Diluted earnings per share:
Continuing operations	$	1.40	$	1.24	$	4.09	$	3.10
Discontinued operations	0.04		2.73		0.02		2.95
	$	1.44	$	3.97	$	4.11	$	6.05

10. Segment Reporting

ASGN provides IT services and solutions and creative digital marketing services 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.

The Commercial Segment provides IT services and solutions, and creative digital marketing services to Fortune 1000 and mid-market clients across the United States, Canada and Europe. The Federal Government Segment delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT modernization, science and engineering to defense, intelligence and federal civilian agencies. Management evaluates the performance of each segment primarily based on revenues, gross profit and operating income derived directly from internal financial reporting of the segments used for corporate management purposes, which is presented below by segment (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Commercial
Revenues	$	900.0	$	774.9	$	2,583.5	$	2,136.7
Gross profit	297.8		251.1		852.1		678.1
Operating income	108.7		98.5		319.6		258.8
Depreciation	5.0		3.5		12.0		10.4
Amortization	9.9		7.3		21.1		18.6
Federal Government
Revenues	$	297.9	$	298.9	$	847.2	$	819.0
Gross profit	61.1		57.6		177.4		150.6
Operating income	23.0		23.3		66.4		56.8
Depreciation	1.3		2.3		4.2		6.8
Amortization	8.0		8.6		24.2		21.3
Consolidated
Revenues	$	1,197.9	$	1,073.8	$	3,430.7	$	2,955.7
Gross profit	358.9		308.7		1,029.5		828.7
Operating income	108.4		100.1		319.1		255.4
Depreciation	7.2		7.1		19.5		21.7
Amortization	17.9		15.9		45.3		39.9
_______
Consolidated operating income includes corporate operating expenses, which are not allocated to the segments. These include stock-based compensation expense, depreciation expense, compensation for corporate employees, acquisition, integration and strategic planning expenses and public company expenses.

Substantially 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. Revenues by segment and by type are as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Commercial
Assignment	$	631.4	$	587.3	$	1,888.0	$	1,687.2
Consulting	268.6		187.6		695.5		449.5
	900.0		774.9		2,583.5		2,136.7
Federal Government
Firm-fixed-price	91.7		94.5		242.9		217.0
Time and materials	113.7		106.0		338.5		296.9
Cost reimbursable	92.5		98.4		265.8		305.1
	297.9		298.9		847.2		819.0
Consolidated	$	1,197.9	$	1,073.8	$	3,430.7	$	2,955.7

Federal Government Segment revenues by customer type are as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Department of Defense and Intelligence Agencies	$	165.5	$	166.0	$	458.4	$	450.8
Federal Civilian	124.8		112.1		361.9		303.5
Other	7.6		20.8		26.9		64.7
	$	297.9	$	298.9	$	847.2	$	819.0

11. 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 accompanying condensed consolidated balance sheet at September 30, 2022 was $1.1 billion (see Note 6. Long-Term Debt) and its fair value was $1.0 billion. The fair value for the term B loan and senior notes was determined using quoted prices in active markets for identical liabilities (Level 1 inputs) and the carrying value of the revolving credit facility approximates its fair value.

Certain acquisition agreements contained provisions requiring the Company to pay contingent consideration in the event the underlying acquired business achieved certain specified earnings results or obtained certain contract awards. Contingent consideration liabilities had a fair value of $15.1 million at December 31, 2021, of which $8.1 million was paid and the remaining amount was reduced to zero as a measurement period adjustment, with no effect on results of operations. There were no contingent consideration liabilities at September 30, 2022.

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. There were no fair value adjustments for non-financial assets or liabilities during the three and nine months ended September 30, 2022.

12. Subsequent Events

On October 3, 2022, the Company acquired Iron Vine Security, LLC ("Iron Vine") a leading cybersecurity company that designs, implements and executes cybersecurity programs for federal customers. The results of operations of Iron Vine will be included in the Federal Government Segment from the date of acquisition.

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, and Section 21E of the Securities Exchange Act of 1934, as 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. 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 those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 10-K"). 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

ASGN provides IT services and solutions and creative digital marketing services 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.

The Commercial Segment provides IT services and solutions, and creative digital marketing services to Fortune 1000 and mid-market clients across the United States, Canada and Europe. The Federal Government Segment delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT modernization, science and engineering to defense, intelligence and federal civilian agencies.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Revenues

Revenues for the quarter were $1.2 billion, up 11.6 percent over the third quarter of last year. Revenues for the quarter included approximately $34.2 million from businesses acquired in the last twelve months. Excluding the contributions from acquisitions, revenue growth was 8.4 percent year-over-year. The table below shows our revenues by segment for the three months ended September 30, 2022 and 2021 (in millions).

							% of Total
	2022		2021		Change			2022		2021		Change
Commercial
Assignment	$	631.4	$	587.3	7.5	%		52.7	%	54.7	%	-2.0	%
Consulting	268.6		187.6		43.2	%		22.4	%	17.5	%	4.9	%
	900.0		774.9		16.1	%		75.1	%	72.2	%	2.9	%
Federal Government	297.9		298.9		-0.3	%		24.9	%	27.8	%	-2.9	%
Consolidated	$	1,197.9	$	1,073.8	11.6	%		100.0	%	100.0	%

Commercial Segment — Revenues from our Commercial Segment (75.1 percent of total revenues) were up 16.1 percent over the third quarter of last year. Assignment revenues were $631.4 million (70.2 percent of the segment's revenues), up 7.5 percent year-over-year. Consulting services revenues were $268.6 million (29.8 percent of the segment's revenues), up 43.2 percent year-over-year. Excluding the contribution of $25.1 million from GlideFast, which was acquired on July 6, 2022, consulting services revenues were up 29.8 percent year-over-year.

From an industry perspective, Commercial 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. Four out of our five industry verticals achieved double-digit growth over the third quarter of last year, while our Business and Government Services vertical was slightly up over last year.

Within the Commercial Segment, IT services and solutions revenues, which accounted for 84.1 percent of the segment's revenues in the quarter, were up 18.3 percent over the third quarter of last year driven by double-digit growth in consulting services, the contribution from GlideFast and high single-digit growth in IT staffing services. Creative digital marketing and permanent placement revenues, which combined accounted for 15.9 percent of the segment's revenues in the quarter, were up 6.1 percent over the third quarter of last year.

Federal Government Segment — Revenues from our Federal Government Segment (24.9 percent of revenues) were down slightly year-over-year and included $9.1 million from the two businesses acquired subsequent to June 30, 2021. The third quarter of last year benefited from approximately $13.4 million in low-margin revenues under a web services resale program the segment elected not to renew in the third quarter of last year.

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by segment for the three months ended September 30, 2022 and 2021 (in millions).

	Gross Profit						Gross Margin
	2022		2021		Change			2022		2021		Change
Commercial	$	297.8	$	251.1	18.6	%		33.1	%	32.4	%	0.7	%
Federal Government	61.1		57.6		6.1	%		20.5	%	19.3	%	1.2	%
Consolidated	$	358.9	$	308.7	16.3	%		30.0	%	28.7	%	1.3	%

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 up 16.3 percent on revenue growth of 11.6 percent.

Gross margin was 30.0 percent, an expansion of 130 basis points over the third quarter of 2021. Both business segments and all operating divisions reported year-over-year expansion in gross margin. The expansion in gross margin of the Commercial Segment was driven by double-digit growth of its high-margin commercial consulting and permanent placement services. The expansion in gross margin of the Federal Government Segment was driven by changes in business mix, including a lower contribution from cost reimbursable contracts, which carry a lower margin than other contract types, the contribution from higher-margin businesses acquired subsequent to June 30, 2021, and the decision not to renew a low-margin web services resale program in the third quarter of last year.

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 were $232.6 million (19.4 percent of revenues), compared with $192.7 million (17.9 percent of revenues) in the third quarter of 2021. This increase was commensurate with the growth in the business and also included investments in headcount to support future growth.

Amortization of Intangible Assets

Amortization of intangible assets was $17.9 million, up from $15.9 million in the third quarter of 2021. This increase relates to the effects of businesses acquired.

Interest Expense

Interest expense was $12.1 million and was comprised of $5.2 million of interest on the senior secured credit facility, $6.4 million of interest on the unsecured senior notes, and $0.5 million in amortization of deferred loan costs. The weighted-average outstanding borrowings were $1.0 billion in both periods and the weighted-average interest rate was 4.4 percent, up from 3.4 percent in the third quarter of 2021.

Provision for Income Taxes

The provision for income taxes was $25.2 million, up from $24.2 million in the third quarter of 2021. The increase was related to the growth in income before income taxes as the effective tax rate for the current quarter was slightly lower than in the third quarter of 2021.

Income from Continuing Operations

Income from continuing operations was $71.1 million, up from $66.3 million in the third quarter of 2021 driven by the growth in the business and the expansion of our gross margin.

Income from Discontinued Operations

Income from discontinued operations was $2.1 million, compared with $145.7 million in the third quarter of 2021. In the prior year, virtually all of the income from discontinued operations related to the gain, net of income taxes, on the sale of the Oxford business.

Net Income

Net income of $73.2 million was comprised of income from continuing operations of $71.1 million and discontinued operations of $2.1 million.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Revenues

Revenues for the first nine months of the year were $3.4 billion, up 16.1 percent year-over-year. Revenues for the nine-month period included approximately $110.7 million from businesses acquired during the last twelve months. Excluding the contributions from acquisitions, revenue growth was 12.3 percent year-over-year. The table below shows our revenues by segment for the nine months ended September 30, 2022 and 2021 (in millions).

							% of Total
	2022		2021		Change			2022		2021		Change
Commercial
Assignment	$	1,888.0	$	1,687.2	11.9	%		55.0	%	57.1	%	-2.1	%
Consulting	695.5		449.5		54.7	%		20.3	%	15.2	%	5.1	%
	2,583.5		2,136.7		20.9	%		75.3	%	72.3	%	3.0	%
Federal Government	847.2		819.0		3.4	%		24.7	%	27.7	%	-3.0	%
Consolidated	$	3,430.7	$	2,955.7	16.1	%		100.0	%	100.0	%

Commercial Segment — Revenues from our Commercial Segment (75.3 percent of total revenues) were up 20.9 percent over the first nine months of last year. Assignment revenues were $1.9 billion (73.1 percent of the segment's revenues), up 11.9 percent year-over-year. Consulting services revenues were $695.5 million (26.9 percent of the segment's revenues), up 54.7 percent year-over-year. Excluding the contribution of $45.8 million from GlideFast, consulting services revenues were up 44.5 percent year-over-year. All five industry verticals were up double-digits year-over-year.

Within the Commercial Segment, IT services and solutions revenues, which accounted for 83.3 percent of the segment's revenues in the first nine months of 2022, were up 20.9 percent over the same period last year driven by high growth in consulting services, the contribution from GlideFast and high single-digit growth in IT staffing services. Creative digital marketing and permanent placement revenues, which combined accounted for 16.7 percent of the segment's revenues, were up 21.1 percent over the same period last year.

Federal Government Segment — Revenues from our Federal Government Segment (24.7 percent of revenues) were up 3.4 percent year-over-year. Revenues for the first nine months of 2022 included $64.9 million from the two businesses acquired subsequent to June 30, 2021. Last year benefited from higher spending levels on certain cost reimbursable contracts and approximately $38.6 million in revenues from a low-margin web services contract that the segment elected to not renew in the third quarter of last year.

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by segment for the nine months ended September 30, 2022 and 2021 (in millions).

	Gross Profit						Gross Margin
	2022		2021		Change			2022		2021		Change
Commercial	$	852.1	$	678.1	25.7	%		33.0	%	31.7	%	1.3	%
Federal Government	177.4		150.6		17.8	%		20.9	%	18.4	%	2.5	%
Consolidated	$	1,029.5	$	828.7	24.2	%		30.0	%	28.0	%	2.0	%

Consolidated gross profit was up 24.2 percent on revenue growth of 16.1 percent. Gross margin was 30.0 percent, an expansion of 200 basis points over the first nine months of 2021. Both segments reported expansion in gross margin. The expansion in gross margin of the Commercial Segment was driven by double-digit growth of its high-margin services (commercial consulting, creative digital marketing and permanent placement services). The expansion in gross margin of the Federal Government Segment was driven by changes in business mix, including a lower contribution from cost reimbursable contracts, which carry a lower margin than other contract types, the contribution from higher-margin businesses acquired subsequent to June 30, 2021, and the decision not to renew a low-margin web services resale program in the third quarter of last year.

Selling, General and Administrative Expenses

SG&A expenses were $665.1 million (19.4 percent of revenues), compared with $533.4 million (18.0 percent of revenues) in the first nine months of 2021. This increase was commensurate with the growth in the business, including growth of high-margin commercial revenue streams (which carry a higher SG&A expense component than IT staffing and federal government services revenues).

Amortization of Intangible Assets

Amortization of intangible assets was $45.3 million, up from $39.9 million in the first nine months of 2021. This increase related to the effects of businesses acquired.

Interest Expense

Interest expense was $31.5 million and was comprised of $10.9 million of interest on the senior secured credit facility, $19.1 million of interest on the unsecured senior notes, and $1.5 million in amortization of deferred loan costs. The weighted-average outstanding borrowings were $1.0 billion in both periods and the weighted-average interest rate was 3.8 percent, up from 3.4 percent in the first nine months of 2021.

Provision for Income Taxes

The provision for income taxes was $76.3 million, up from $60.8 million in the first nine months of 2021. The increase related to the growth in income before income taxes as the effective tax rate for the first nine months of the year was slightly lower than the first nine months of 2021.

Income from Continuing Operations

Income from continuing operations was $211.3 million, up from $166.4 million in the first nine months of 2021 driven by the growth in the business and the expansion of our gross margin.

Income from Discontinued Operations

Income from discontinued operations was $1.2 million, compared with $158.5 million in the first nine months of 2021. In the prior year, virtually all of the income from discontinued operations related to the gain, net of income taxes, on the sale of the Oxford business.

Net Income

Net income of $212.5 million was comprised of income from continuing operations of $211.3 million and discontinued operations of $1.2 million.

Commercial Segment - Consulting Metrics

Commercial consulting bookings are defined as the value of new contracts entered into during a specified period, including adjustments for the effects of changes in contract scope and contract terminations. The underlying contracts are terminable by the client on short notice with little or no termination penalties. The book-to-bill ratio for our commercial consulting revenues is the ratio of our commercial consulting bookings to the commercial consulting revenues for a specified period. The average duration of commercial consulting projects is one year.

	Three Months Ended				Nine Months Ended				Trailing-Twelve-Months Ended
	September 30,				September 30,				September 30,
(Dollars in millions)	2022		2021		2022		2021		2022		2021
Bookings	$	254.3	$	185.7	$	892.4	$	585.4	$	887.2	$	558.9
Book-to-Bill Ratio	0.9 to 1		1.0 to 1		1.3 to 1		1.3 to 1		1.3 to 1		1.3 to 1

Federal Government Segment Metrics

Contract backlog for our Federal Government Segment represents the estimated amount of future revenues to be recognized under awarded contracts including task orders and options. These 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.

(Dollars in millions)	September 30,<br>2022		December 31,<br>2021		September 30,<br>2021
Funded Contract Backlog	$	548.0	$	529.2	$	558.3
Negotiated Unfunded Contract Backlog	2,564.6		2,472.0		2,575.1
Contract Backlog	$	3,112.6	$	3,001.2	$	3,133.4
Contract Backlog Coverage Ratio	2.8 to 1		2.6 to 1		2.6 to 1

___

Contract backlog coverage ratio is calculated as total contract backlog divided by trailing-twelve-months of Federal Government Segment revenues.

The book-to-bill ratio for our Federal Government Segment was 1.0 to 1 and 1.1 to 1 for the trailing-twelve-months ended September 30, 2022 and 2021, respectively. 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.

Liquidity and Capital Resources

Our working capital at September 30, 2022 was $627.7 million, and our cash and cash equivalents were $211.2 million. Our cash flows from operating activities have been our primary source of liquidity and have been sufficient to meet our working capital and capital expenditure needs. At September 30, 2022, we had $204.0 million available under the $250.0 million revolving credit facility. We believe that our cash and cash equivalents 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 $232.5 million for the first nine months of 2022, compared with $275.9 million in the same period of 2021. This change mainly related to an increase in accounts receivable days sales outstanding and timing of certain payments.

Net cash used in investing activities was $366.6 million for the first nine months of 2022 and included $351.8 million for the acquisition of GlideFast and $27.0 million for capital expenditures, partially offset by $9.8 million in cash received related to the finalization of the purchase price for the sale of the Oxford business. Net cash provided by investing activities in the first nine months of last year was $249.2 million and was comprised of $499.1 million from the sale of Oxford, partially offset by $224.4 million for acquisitions and $25.6 million for capital expenditures.

Net cash used in financing activities was $183.7 million for the first nine months of 2022, compared with net cash used of $119.4 million in the same period of 2021. Net cash used in financing activities for the first nine months of 2022 was primarily comprised of $227.6 million to repurchase the Company's common stock, partially offset by $46.0 million of borrowings under the revolving credit facility. There were $118.4 million of common stock repurchases in the first nine months of last year.

Senior Secured Credit Facility — The senior secured credit facility consists of a term B loan and a $250.0 million revolving credit facility. At September 30, 2022, the Company had $490.8 million outstanding under the term B loan and $46.0 million outstanding under the 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 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. There are no required minimum principal payments on the facility until maturity. The facility is secured by substantially all of the Company's assets and includes various restrictive covenants. At September 30, 2022, the Company was in compliance with its debt covenants. In July 2021, the Company amended its facility to, among other things, permit the sale of its Oxford business and allow the net cash proceeds (approximately $0.4 billion) to be used for future acquisitions and other permitted investments. With the acquisition of GlideFast on July 6, 2022 (see Note 3. Acquisitions to the condensed consolidated financial statements in Part I, Item 1.) and other investments of the net cash proceeds, no debt prepayments were required.

Unsecured Senior Notes — The Company has $550.0 million of unsecured senior notes due in 2028, which bear interest at 4.625 percent payable semiannually in arrears on May 15 and November 15. These notes are unsecured obligations and subordinate to the senior secured credit facility. These notes contain certain customary limitations including, among other terms and conditions, 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 the notes to the condensed consolidated financial statements in Part I, Item 1.

Critical Accounting Policies

There were no significant changes to our critical accounting policies and estimates during the third quarter of 2022 compared with those disclosed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2021 10-K.

Commitments

There were no material changes to the significant commitments or contractual obligations that were disclosed in our 2021 10-K.

Item 3 — Quantitative and Qualitative Disclosures about Market Risks

With respect to our quantitative and qualitative disclosures about interest rates risks, there have been no material changes to the information included in our 2021 10-K. A hypothetical 100 basis-point change in interest rates on variable-rate debt would have resulted in an interest expense fluctuation of approximately $5.4 million based on $536.8 million 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 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 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 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, 2022 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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 2021 10-K.

Item 2 — Unregistered Sales of Securities and Use of Proceeds

On December 9, 2021, the Board of Directors approved a two-year stock repurchase program under which the Company may repurchase up to $350.0 million of its common stock. On July 27, 2022, the Company's Board of Directors approved a new stock repurchase program under which the Company may repurchase up to $400.0 million of its common stock over the next two years. Under terms of the program, purchases can be made in the open market or under a Rule 10b5-1 trading plan. The stock repurchase program does not obligate the Company to acquire any particular amount of the Company's stock and may be suspended at any time at the Company's discretion. The new program superseded and replaced any remaining availability under the Company's previous $350.0 million stock repurchase program.

The Company's repurchases of its common stock during the three months ended September 30, 2022 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 <br>(or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs <br>(in millions)
July	286,580	$	92.85	286,580	$	398.5
August	161,303	$	102.68	161,303	$	381.9
September	145,456	$	92.88	145,456	$	368.4
Total	593,339	$	95.53	593,339	$	368.4

In connection with our stock-based compensation plans, during the three months ended September 30, 2022, 17,490 shares of our common stock with an aggregate value of $1.6 million were tendered by employees for payment of applicable statutory tax withholding. These shares are excluded from the table above.

Item 3 — Defaults Upon Senior Securities

None.

Item 4 — Mine Safety Disclosures

None.

Item 5 — Other Information

None.

Item 6 — Exhibits

INDEX TO EXHIBITS

Number		Description
3.1		Amended and Restated Certificate of Incorporation of On Assignment, Inc., effective June 23, 2014 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 25, 2014)
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective April 2, 2018 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 16, 2018)
3.3		Fourth Amended and Restated Bylaws of ASGN Incorporated, effective March 18, 2021 (incorporated by reference from Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021)
4.1		Specimen Common Stock Certificate (incorporated by reference from an exhibit to the Company's Registration Statement on Form S-1 (File No. 33-50646) declared effective on September 21, 1992) (P)
10.1*		Employment Agreement,effectiveas of January 31, 2022, by and betweenthe Companyand Marie L. Perry
31.1*		Certification of Theodore S. Hanson,Chief Executive Officer,pursuant to Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of Marie L. Perry,Chief Financial Officer,pursuant to Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Theodore S. Hanson, Chief Executive Officer,pursuant to 18 U.S.C. Section 1350
32.2*		Certification of Marie L. Perry,Chief Financial Officer,pursuant to 18 U.S.C. Section 1350
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		Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101)
*	Filed herewith.
(P)	This exhibit originally filed in paper format. Accordingly, a hyperlink has not been provided.

SIGNATURES

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 4, 2022	By:	/s/ Marie L. Perry
		Marie L. Perry
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)
Date: November 4, 2022	By:	/s/ Rose L. Cunningham
		Rose L. Cunningham
		Vice President, Finance and Corporate Controller

21

Document

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 3, 2022, is entered into by and between ASGN Incorporated (the “Company”) and Marie Perry (the “Executive”).

WHEREAS, effective as of January 31, 2022 (the “Effective Date”), the Executive is appointed to serve as Executive Vice President, Finance of the Company;

WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms of her employment as Executive Vice President, Finance of the Company, with the intent for the Executive to be appointed as the Company’s Chief Financial Officer within 12 months of the Effective Date;

WHEREAS, the Executive desires to accept such employment with the Company, subject to the terms and conditions of this Agreement;

WHEREAS, the Company and the Executive agree and acknowledge that the parties expect the Executive to transition into the role of Chief Financial Officer of the Company on a future date; and

WHEREAS, the Company and the Executive agree and acknowledge that the parties expect the Executive to relocate her office location and principal place of residence from Dallas, Texas to the Richmond, Virginia metropolitan area within three years following the Effective Date.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. The Executive’s employment hereunder begins on the Effective Date and is terminable at will by the Company or by the Executive at any time (for any reason or for no reason), subject to the provisions of Section 4 hereof (the “Employment Period”).

2.Terms of Employment.

(a)    Position and Duties.

(i)    Role and Responsibilities. During the Employment Period, the Executive shall serve as Executive Vice President of the Company, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Company’s Chief Executive Officer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position as Executive Vice President of the Company. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

(ii)    Exclusivity. During the Employment Period, and excluding any periods of leave to which the Executive may be entitled, the Executive agrees to devote her full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to: (A) serve on the board of Ruth’s Hospitality Group, Inc.; (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, (D) manage her personal investments, and (E) with the prior approval of the Chief Executive Officer, serve as a director of one other company at the Chief Executive Officer’s sole discretion and so long as such company does not compete with the Company and the Executive notifies the Chief Executive Officer in advance of accepting any such position; in each case above, so long as such activities do not individually or in the aggregate materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement.

(b)    Compensation and Benefits.

(i)    Base Salary. Effective as of the Effective Date and during the Employment Period, the Executive shall receive a base salary (the “Base Salary”) of $575,000 per annum. The Base Salary shall be reviewed annually by the Board or a subcommittee thereof and may be increased from time to time by the Board or such subcommittee in its discretion. The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally, but no less often than monthly. The Base Salary may be increased in the discretion of the Board or such subcommittee, but not reduced, and the term “Base Salary” as utilized in this Agreement shall refer to the Base Salary as so increased.

(ii)    Annual Cash Bonus. For each calendar year ending during the Employment Period (pro rated the first year for the portion of the year employed), the Executive shall be eligible to earn a cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or program applicable to senior executives. The Executive’s target Bonus shall bet set at 90% of the Base Salary in effect for the relevant year (the “Target Bonus”) and the Executive’s maximum Annual Bonus shall be set at 200% of the Target Bonus in effect for the relevant year (the “Maximum Bonus”). The actual amount of any Annual Bonus shall be determined by the Board (or a subcommittee thereof) in its discretion, based on the achievement of performance goals developed in consultation with the Executive. The payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be contingent upon the Executive’s continued employment through December 31st of the applicable calendar year, and will be made on the date on which annual bonuses are paid generally to the Company’s senior executives, but in no event later than March 15th of the calendar year following the calendar year in which such Annual Bonus was earned.

(iii)    Long-Term Compensation.

(A)    Signing Equity Award. On or shortly following the Effective Date, the Company shall grant to the Executive a restricted stock unit award with a value of $600,000 (the “Signing Equity Award”). The number of shares of the Company’s common stock subject to the Signing Equity Award will be determined by dividing the value by the closing price of the Company’s common stock on the grant date. The Signing Equity Award shall vest one-third on each annual anniversary of the Effective Date, subject to the Executive’s continued service with the Company through the applicable vesting dates, and the third tranche of the award is subject further to the Executive’s relocation to the Richmond, Virginia metropolitan area on or before the third anniversary of the Effective Date. The terms and conditions of the Signing Equity Award will be set forth in a separate award agreement in a form prescribed by the Company and the Company’s 2012 Employment Inducement Incentive Award Plan, as amended and restated from time to time.

(B)    Annual Equity Award. For each calendar year during the Employment Period (initial grant on or shortly following the Effective Date), Executive shall be eligible to receive a long-term equity award (“Annual Equity Award”) under the Company’s long-term compensation plan or program applicable to senior executives. The Executive’s target Annual Equity Award for each calendar year shall be $1,150,000, which may be adjusted subject to the sole discretion of the Compensation Committee of the Board. The specific terms and conditions of any Annual Equity Award (including vesting and performance conditions) shall be determined by the Compensation Committee of the Board.

(iv)    Benefits. During the Employment Period, the Executive (and the Executive’s spouse and/or eligible dependents to the extent provided in the applicable plans and programs) shall be eligible to participate in and be covered under the health and welfare benefit plans and programs maintained by the Company for the benefit of its employees from time to time, pursuant to the terms of such plans and programs including any medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in any retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executive officers. Nothing contained in this Section 2(b)(iv) shall create or be deemed to create any obligation on the part of the Company to adopt or maintain any health, welfare, retirement or other benefit plan or program at any time or to create any limitation on the Company’s ability to modify or terminate any such plan or program.

(v)    Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to employees of the Company.

(vi)    Fringe Benefits; Perquisites. During the Employment Period, the Executive shall be eligible to receive such fringe benefits and perquisites as are provided by the Company to its employees from time to time, in accordance with the policies, practices and procedures of the Company, and shall receive such additional fringe benefits and perquisites as the Company may, in its discretion, from time-to-time provide. Notwithstanding the generality of the foregoing, during the Employment Period, the Executive will receive a stipend of $500 per month for lease of an automobile and other related expenses during the Employment Period, payable in equal monthly increments during the Employment Period, and the Company shall pay or reimburse the Executive for actual, properly substantiated expenses incurred by the Executive in connection with (A) an annual physical examination, not to exceed $1,500 per calendar year; and (B) tax preparation and financial planning, not to exceed $2,500 per calendar year.

(vii)    Vacation. During the Employment Period, the Executive will be free to take time off from work for vacation and other personal time at the Executive’s discretion in a manner that is consistent with the Executive’s duties and responsibilities to the Company and that permits the Executive to complete the Executive’s work in a timely and professional manner.

(viii)    Relocation Benefits. The Company expects the Executive to relocate her principal place of residence to a location within the Richmond, Virginia metropolitan area on or before the three-year anniversary of the Effective Date (such relocation, the “Relocation” and such date, the “Relocation Date”). In furtherance of the Relocation, the Company shall reimburse the Executive in accordance with the Company’s written expense reimbursement policies and procedures for the Executive’s reasonable relocation expenses, up to a maximum aggregate amount of $80,000 (the “Relocation Expenses”). Reimbursement of the Relocation Expenses, if any, shall be subject to the Executive’s submission by 30 days following the date on which the Relocation is complete of documentation acceptable to the Company evidencing such expenses, and any approved reimbursement shall be paid to the Executive during the Employment Period but no later than 45 days following the Company’s receipt of approved documentation.

3.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. Either the Company or the Executive may terminate the Executive’s employment in the event of the Executive’s Disability during the Employment Period.

(b)Termination by the Company. The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause.

(c)Termination by the Executive. The Executive may terminate the Executive’s employment during the Employment Period for any reason, including with or without Good Reason.

(d)Notice of Termination. Any termination of employment (other than due to the Executive’s death) shall be communicated by a Notice of Termination to the other parties hereto given in accordance with Section 10(b) hereof. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)Termination of Offices and Directorships; Return of Property. Upon termination of the Executive’s employment for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company, and shall take all actions reasonably requested by the Company to effectuate the foregoing. In addition, upon the termination of the Executive’s employment for any reason, the Executive agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that the Executive has in her possession, custody or control. Such property includes, without limitation: (i) any materials of any kind that the Executive knows contain or embody any proprietary or confidential information of the Company or an affiliate of the Company (and all reproductions thereof), (ii) computers (including, but not limited to, laptop computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers), cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges and keys, and any related or relevant passwords and (iii) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties.

4.Obligations of the Company upon Termination.

(a)Accrued Obligations. In the event that the Executive’s employment under this Agreement terminates during the Employment Period for any reason, the Company will pay or provide to the Executive: (i) any earned but unpaid Base Salary, (ii) reimbursement of any business expenses or Relocation Expenses incurred by the Executive prior to the Date of Termination that are reimbursable in accordance with Section 2(b)(v) or (viii) hereof and (iii) any vested amounts due to the Executive under any plan, program or policy of the Company (together, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within 30 days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program.

(b)Qualifying Termination. Subject to Sections 4(d), 4(e), 4(g) and 10(d), and the Executive’s continued compliance with the provisions of Section 6 hereof, if the Executive’s employment with the Company is terminated during the Employment Period due to a Qualifying Termination, then in addition to the Accrued Obligations:

(i)Cash Severance. The Company shall pay the Executive an amount equal to 12 months of the Executive’s Base Salary in effect on the Date of Termination (the “Severance”). The Severance shall be payable in substantially equal installments in accordance with the Company’s normal payroll procedures during the period commencing on the date of the Executive’s Separation from Service and ending on the 12-month anniversary thereof (the “Severance Period”); provided that, any payments that otherwise are scheduled to be paid during the period beginning on the date of the Executive’s Separation from Service and ending on the first regularly scheduled payroll date occurring on or after the 30th day following such date (the “First Payroll Date”) shall be made on or before the First Payroll Date.

(ii)COBRA. Subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide, during the 12-month period commencing on the Date of Termination, the Executive and the Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Executive as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination. The Company shall provide such benefits in a manner that causes such benefits to be exempt from the application of Section 409A, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans without violating law or incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (collectively, the “COBRA Benefits”).

(iii) Target Bonus. On or before the First Payroll Date, the Company shall pay the Executive an amount equal to the Target Bonus in effect on the Date of Termination if the Executive terminates her employment for Good Reason (during the three-month period from January 31, 2023 – April 30, 2023) because she was not appointed as the Company’s Chief Financial Officer by January 31, 2023.

(c)Death or Disability. Subject to Sections 4(d), 4(e), 4(g) and 10(d), and the Executive’s continued compliance with the provisions of Section 6, if the Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Period, then in addition to the Accrued Obligations, (i) the Company shall pay the Executive an amount equal to 12 months of the Executive’s Base Salary in effect on the Date of Termination, payable over the Severance Period (except that the Severance Period shall be deemed to end on the 12-month anniversary of the Executive’s Separation from Service) and (ii) the Company shall provide the COBRA Benefits during the period commencing on the Date of Termination and ending on the 12-month anniversary thereof.

(d) Release. Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided for in Section 4(b) or 4(c) hereof that the Executive execute and deliver to the Company the Waiver and Release of All Claims attached hereto as Exhibit A (the “Release”) within 21 days (or, to the extent required by law, 45 days) following the Executive’s Separation from Service, and that the Executive not revoke such Release during any applicable revocation period.

(e)Qualifying Termination Following a Change in Control. Notwithstanding the foregoing, during the Employment Period the Executive shall be eligible to participate in the ASGN Incorporated Amended and Restated Change in Control Severance Plan (the “CIC Plan”) at the level of “Chief Financial Officer,” as such plan may be amended from time to time in accordance with its terms.

(f)Other Terminations. If the Executive’s employment is terminated for any reason not described in Section 4(b), 4(c) or 4(e) hereof (including by reason of a Non-Renewal), the Company will pay the Executive only the Accrued Obligations.

(g) Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 4 hereof, shall be paid to the Executive during the six-month period following the Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period.

(h)Exclusive Benefits. Except as expressly provided in this Section 4 and subject to Section 5 hereof, the Executive shall not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment.

5.Non-Exclusivity of Rights. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

6.Restrictive Covenants. The parties acknowledge and agree that the Company and the Executive are simultaneously entering into a Confidentiality, Non-Solicitation and Non-Competition Agreement (the “Protective Covenants Agreement”), and that such Protective Covenants Agreement shall remain in full force and effect in accordance with its terms.

7.Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive’s obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by the Executive’s entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

8.Successors.

(a)    This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

9.Certain Definitions.

(a)“Board” means the Board of Directors of the Company.

(b) “Cause” means the occurrence of any one or more of the following events: (i) the Executive’s willful failure to perform the Executive’s duties and responsibilities to the Company or its affiliates; (ii) the Executive’s commission of, indictment for or entry of a plea of guilty or nolo contendere to a felony crime or a crime of moral turpitude; (iii) the Executive’s material breach of any obligation under the Agreement or any other material written agreement with the Company or its affiliates or under any material written applicable policy of the Company or its affiliates; (iv) any act of fraud, embezzlement, theft or misappropriation from the Company or its affiliates by the Executive; (v) the Executive’s willful misconduct or gross negligence with respect to any material aspect of the Company’s

business or a material breach by the Executive of the Executive’s fiduciary duty to the Company or its affiliates; or (vi) the Executive’s commission of an act of material dishonesty resulting in material reputational, economic or financial injury to the Company or its affiliates.

Notwithstanding the foregoing, with respect to subclauses (i) and (iii), the Executive’s employment will not be terminated for Cause unless and until (1) the Company provides the Executive with written notice setting forth the facts and circumstances claimed by the Company to constitute Cause within 30 days following the date on which the material facts regarding such facts and circumstances become known to the Company, and (2) the Executive fails to cure or remedy such acts or omissions within 10 days following his receipt of such notice.

(c)“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(d)“Date of Termination” means the date on which the Executive’s employment with the Company terminates.

(e)“Disability” means the Executive has become disabled within the meaning of Code Section 409A.

(f)“Good Reason” means the occurrence of any one or more of the following events, without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason as provided below: (i) a material diminution in the Executive’s annual Base Salary; (ii) a material diminution in the Executive’s authority, duties, or responsibilities; (iii) any change greater than 25 miles in the Executive’s primary office location without the Executive’s consent (except with respect to the Executive’s relocation from Dallas, Texas to the Richmond, Virginia metropolitan area); (iv) for purposes of Section 4(b)(i)-(iii), the Executive not being appointed as the Chief Financial Officer by January 31, 2023; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.

Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive’s termination for Good Reason occurs no later than 35 days after the Executive gives notice of the event constituting Good Reason.

(g)    “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 35 days after the giving of such notice).

(h)“Qualifying Termination” means a termination of the Executive’s employment (i) by the Company without Cause (other than by reason of the Executive’s Disability) or (ii) by the Executive for Good Reason.

(i)“Section 409A” means Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder.

(j)“Separation from Service” means a “separation from service” (within the meaning of Section 409A).

10.Miscellaneous.

(a)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. Subject to the Mutual Agreement to Arbitrate Claims, the parties hereby: (i) submit to the jurisdiction of any state or federal court sitting in Virginia in any action or proceeding arising out of or relating to Agreement; (ii) agree that all claims in respect of such action or proceeding may be heard or determined in any such court; and (iii) agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court. The Executive hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. The parties hereby agree that a final judgment in any arbitration, action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law. The parties further agree that any arbitration hearing between the parties shall commence within ninety (90) days after the arbitrator has been appointed by the parties or the American Arbitration Association.

(b)Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: at the Executive’s most recent address on the records of the Company.

If to the Company:

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

Attn: Chief Legal Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder.

(d)Section 409A of the Code.

(i)To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 10(d) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

(ii)Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s Separation from Service.

(iii) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(e)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)Entire Agreement. As of the date hereof, this Agreement along with the Protective Covenants Agreement and the Mutual Agreement to Arbitrate Claims constitutes the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, by any member of the Company and its subsidiaries or affiliates, or representative thereof.

(i)Amendment; Survival. No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the parties hereto. The respective rights and obligations of the parties under this Agreement (including Section 6 of this Agreement and the Confidentiality Agreement) shall survive the Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations.

(j)Counterparts. This Agreement and any agreement referenced herein may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

"COMPANY"
By:________________________________
Name: Theodore S. Hanson
Title: Chief Executive Officer
"EXECUTIVE"
___________________________________
Marie Perry

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Theodore S. Hanson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ASGN Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2022	/s/ Theodore S. Hanson
	Theodore S. Hanson
	Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marie L. Perry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ASGN Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2022	/s/ Marie L. Perry
	Marie L. Perry
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

Document

Exhibit 32.1

Certification Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer of ASGN Incorporated (the "Company"), hereby certifies that, to his knowledge on the date hereof:

(a) the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2022 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2022	/s/ Theodore S. Hanson
	Theodore S. Hanson
	Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 32.2

Certification Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Financial Officer of ASGN Incorporated (the "Company"), hereby certifies that, to her knowledge on the date hereof:

(a) the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2022 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2022	/s/ Marie L. Perry
	Marie L. Perry
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)