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, ~~2019~~2020



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

Commission file number: 001-35636

ASGN ~~Incorporated~~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

~~26745 Malibu Hills Road~~

~~Calabasas~~Glen Allen, CA~~91301~~Virginia 23060

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

(~~818~~) ~~878-7900~~(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~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,~~” “smaller~~" "smaller reporting ~~company”~~company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

☐ Yes ☒ No

At November ~~1, 2019,~~2, 2020, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was ~~52.8~~52.9 million.

ASGN INCORPORATED AND SUBSIDIARIES

INDEX


~~ASGN INCORPORATED AND SUBSIDIARIES~~PART I — FINANCIAL INFORMATION

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

~~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		1512

Item 3 –— Quantitative and Qualitative Disclosures about Market Risks		20

Item 4 – —Controls and Procedures		20

PART II –— OTHER INFORMATION

Item 1 –— Legal Proceedings		21

Item 1A – —Risk Factors		21

Item 2 – —Unregistered Sales of Securities and Use of Proceeds		21

Item 3 – —Defaults Upon Senior Securities		21

Item 4 – —Mine Safety Disclosures		21

Item 5 – —Other Information		21

Item 6 – —Exhibits		22

Signature		23

PART I -— FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except ~~par value~~ per ~~share)~~share data)

September 30,
2019 December 31,
2018
ASSETS
Current assets:
Cash and cash equivalents $ 67.5
$ 41.8
Accounts receivable, net 650.5
613.8
Prepaid expenses and income taxes 10.2
11.4
Workers' compensation receivable 14.7
15.0
Other current assets 4.2
4.3
Total current assets 747.1
686.3
Property and equipment, net 72.6
79.1
Operating lease right of use assets 85.7
—
Identifiable intangible assets, net 464.9
488.7
Goodwill 1,444.7
1,421.1
Other 16.6
12.6
Total assets $ 2,831.6
$ 2,687.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 27.1
$ 43.1
Accrued payroll and contract professional pay 220.7
194.8
Workers’ compensation loss reserves 17.0
17.4
Operating lease liabilities 25.0
—
Income taxes payable 18.8
3.4
Other current liabilities 44.8
49.5
Total current liabilities 353.4
308.2
Long-term debt 985.2
1,100.4
Operating lease liabilities 66.6
—
Deferred income tax liabilities 78.7
79.8
Other 16.2
17.3
Total liabilities 1,500.1
1,505.7
Commitments and contingencies (Note 7)

Stockholders’ equity:
Preferred stock, $0.01 par value; 1 million shares authorized; no shares issued —
—
Common stock, $0.01 par value; 75 million shares authorized; 52.7 million
and 52.5 million shares issued, respectively
0.5
0.5
Paid-in capital 634.4
601.8
Retained earnings 705.4
586.1
Accumulated other comprehensive loss (8.8 ) (6.3 )
Total stockholders’ equity 1,331.5
1,182.1
Total liabilities and stockholders’ equity $ 2,831.6
$ 2,687.8


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

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 amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenues	$	1,011.9	$	1,002.7	$	2,939.2	$	2,898.7
Costs of services	740.9		711.3		2,126.5		2,058.2
Gross profit	271.0		291.4		812.7		840.5
Selling, general and administrative expenses	177.2		188.6		547.3		574.8
Amortization of intangible assets	12.9		11.9		37.6		38.8
Operating income	80.9		90.9		227.8		226.9
Interest expense	(9.3)		(12.7)		(30.4)		(41.2)
Income before income taxes	71.6		78.2		197.4		185.7
Provision for income taxes	19.3		20.7		52.5		50.2
Income from continuing operations	52.3		57.5		144.9		135.5
Loss from discontinued operations, net of income taxes	0		(0.1)		0		(0.1)
Net income	$	52.3	$	57.4	$	144.9	$	135.4

Earnings per share:
Basic	$	1.00	$	1.09	$	2.75	$	2.57
Diluted	$	0.99	$	1.08	$	2.73	$	2.54

Number of shares and share equivalents used to calculate earnings per share:
Basic	52.5		52.8		52.6		52.7
Diluted	53.0		53.4		53.1		53.4

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

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2018 2019 2018
Revenues $ 1,002.7
$ 906.4
$ 2,898.7
$ 2,470.1
Costs of services 711.3
636.3
2,058.2
1,718.4
Gross profit 291.4
270.1
840.5
751.7
Selling, general and administrative expenses 188.6
177.3
574.8
521.4
Amortization of intangible assets 11.9
18.6
38.8
44.7
Operating income 90.9
74.2
226.9
185.6
Interest expense (12.7 ) (14.6 ) (41.2 ) (41.7 )
Income before income taxes 78.2
59.6
185.7
143.9
Provision for income taxes 20.7
10.5
50.2
31.9
Income from continuing operations 57.5
49.1
135.5
112.0
Loss from discontinued operations, net of income taxes (0.1 ) —
(0.1 ) (0.2 )
Net income $ 57.4
$ 49.1
$ 135.4
$ 111.8

Earnings per share:
Basic $ 1.09
$ 0.94
$ 2.57
$ 2.14
Diluted $ 1.08
$ 0.93
$ 2.54
$ 2.11

Number of shares and share equivalents used to calculate earnings per share:
Basic 52.8
52.4
52.7
52.3
Diluted 53.4
53.0
53.4
53.0

Reconciliation of net income to comprehensive income:
Net income $ 57.4
$ 49.1
$ 135.4
$ 111.8
Foreign currency translation adjustment (2.4 ) (0.2 ) (2.5 ) (1.4 )
Comprehensive income $ 55.0
$ 48.9
$ 132.9
$ 110.4

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, 2020
Balance at June 30, 2020	52.5	$	0.5	$	645.9	$	818.6	$	(7.9)	$	1,457.1
Vesting of restricted stock units	—	—		(1.1)		—		—		(1.1)
Employee stock purchase plan	0.3	—		5.2		—		—		5.2
Exercise of stock options	—	—		0.6		—		—		0.6
Stock-based compensation expense	—	—		7.1		—		—		7.1
Foreign currency translation adjustments	—	—		—		—		3.0		3.0
Net income	—	—		—		52.3		—		52.3
Balance at September 30, 2020	52.8	$	0.5	$	657.7	$	870.9	$	(4.9)	$	1,524.2

Three Months Ended September 30, 2019
Balance at June 30, 2019	52.8	$	0.5	$	625.5	$	664.1	$	(6.4)	$	1,283.7
Vesting of restricted stock units	0.1	—		(0.8)		—		—		(0.8)
Employee stock purchase plan	0.1	—		5.7		—		—		5.7
Exercise of stock options	—	—		0.1		—		—		0.1
Stock-based compensation expense	—	—		7.8		—		—		7.8
Stock repurchase and retirement of shares	(0.3)	—		(3.9)		(16.1)		—		(20.0)
Foreign currency translation adjustments	—	—		—		—		(2.4)		(2.4)
Net income	—	—		—		57.4		—		57.4
Balance at September 30, 2019	52.7	$	0.5	$	634.4	$	705.4	$	(8.8)	$	1,331.5

	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Nine Months Ended September 30, 2020
Balance at December 31, 2019	52.9	$	0.5	$	638.0	$	744.7	$	(7.0)	$	1,376.2
Vesting of restricted stock units	0.2	—		(7.0)		—		—		(7.0)
Employee stock purchase plan	0.5	—		11.1		—		—		11.1
Exercise of stock options	—	—		0.6		—		—		0.6
Stock-based compensation expense	—	—		24.2		—		—		24.2
Stock repurchases and retirement of shares	(0.8)	—		(9.2)		(18.7)		—		(27.9)
Foreign currency translation adjustments	—	—		—		—		2.1		2.1
Net income	—	—		—		144.9		—		144.9
Balance at September 30, 2020	52.8	$	0.5	$	657.7	$	870.9	$	(4.9)	$	1,524.2

Nine Months Ended September 30, 2019
Balance at December 31, 2018	52.5	$	0.5	$	601.8	$	586.1	$	(6.3)	$	1,182.1
Vesting of restricted stock units	0.3	—		(7.6)		—		—		(7.6)
Employee stock purchase plan	0.2	—		12.6		—		—		12.6
Exercise of stock options	—	—		0.1		—		—		0.1
Stock-based compensation expense	—	—		31.4		—		—		31.4
Stock repurchases and retirement of shares	(0.3)	—		(3.9)		(16.1)		—		(20.0)
Foreign currency translation adjustments	—	—		—		—		(2.5)		(2.5)
Net income	—	—		—		135.4		—		135.4
Balance at September 30, 2019	52.7	$	0.5	$	634.4	$	705.4	$	(8.8)	$	1,331.5

Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Shares Par Value
Three Months Ended September 30, 2019:
Balance at June 30, 2019 52.8
$ 0.5
$ 625.5
$ 664.1
$ (6.4 ) $ 1,283.7
Vesting of restricted stock units 0.1
—
(0.8 ) —
—
(0.8 )
Employee stock purchase plan 0.1
—
5.7
—
—
5.7
Exercise of stock options —
—
0.1
—
—
0.1
Stock-based compensation expense —
—
7.8
—
—
7.8
Stock repurchase and retirement of shares (0.3 ) —
(3.9 ) (16.1 ) —
(20.0 )
Translation adjustments —
—
—
—
(2.4 ) (2.4 )
Net income —
—
—
57.4
—
57.4
Balance at September 30, 2019 52.7
$ 0.5
$ 634.4
$ 705.4
$ (8.8 ) $ 1,331.5

Three Months Ended September 30, 2018:
Balance at June 30, 2018 52.3
$ 0.5
$ 581.9
$ 491.1
$ (4.8 ) $ 1,068.7
Vesting of restricted stock units —
—
(1.2 ) —
—
(1.2 )
Employee stock purchase plan 0.1
—
4.5
—
—
4.5
Exercise of stock options —
—
0.4
—
—
0.4
Stock-based compensation expense —
—
8.5
—
—
8.5
Translation adjustments —
—
—
—
(0.3 ) (0.3 )
Net income —
—
—
49.1
—
49.1
Balance at September 30, 2018 52.4
$ 0.5
$ 594.1
$ 540.2
$ (5.1 ) $ 1,129.7

Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Shares Par Value
Nine Months Ended September 30, 2019:
Balance at December 31, 2018 52.5
$ 0.5
$ 601.8
$ 586.1
$ (6.3 ) $ 1,182.1
Vesting of restricted stock units 0.3
—
(7.6 ) —
—
(7.6 )
Employee stock purchase plan 0.2
—
12.6
—
—
12.6
Exercise of stock options —
—
0.1
—
—
0.1
Stock-based compensation expense —
—
31.4
—
—
31.4
Stock repurchase and retirement of shares (0.3 ) —
(3.9 ) (16.1 ) —
(20.0 )
Translation adjustments —
—
—
—
(2.5 ) (2.5 )
Net income —
—
—
135.4
—
135.4
Balance at September 30, 2019 52.7
$ 0.5
$ 634.4
$ 705.4
$ (8.8 ) $ 1,331.5

Nine Months Ended September 30, 2018:
Balance at December 31, 2017 52.2
$ 0.5
$ 566.1
$ 428.4
$ (3.6 ) $ 991.4
Vesting of restricted stock units —
—
(3.4 ) —
—
(3.4 )
Employee stock purchase plan 0.2
—
8.8
—
—
8.8
Exercise of stock options —
—
0.5
—
—
0.5
Stock-based compensation expense —
—
22.1
—
—
22.1
Translation adjustments —
—
—
—
(1.5 ) (1.5 )
Net income —
—
—
111.8
—
111.8
Balance at September 30, 2018 52.4
$ 0.5
$ 594.1
$ 540.2
$ (5.1 ) $ 1,129.7

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,
	2020		2019
Cash Flows from Operating Activities
Net income	$	144.9	$	135.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	65.6		68.8
Stock-based compensation	23.9		31.1
Other	5.4		12.1
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(18.4)		(30.3)
Prepaid expenses and income taxes	19.2		(1.9)
Accounts payable	13.3		(17.9)
Accrued payroll and contract professional pay	27.9		25.1
Income taxes payable	0.8		15.5
Operating lease right of use assets	21.8		20.9
Operating lease liabilities	(20.8)		(21.3)
Payroll tax deferral and other	54.2		(5.7)
Net cash provided by operating activities	337.8		231.8
Cash Flows from Investing Activities
Cash paid for property and equipment	(28.3)		(22.8)
Cash paid for acquisitions, net of cash acquired	(151.5)		(48.5)
Other	(0.3)		(0.1)
Net cash used in investing activities	(180.1)		(71.4)
Cash Flows from Financing Activities
Proceeds from long-term debt	65.5		59.0
Principal payments of long-term debt	(65.5)		(178.0)
Debt issuance and amendment costs	(1.2)		0
Proceeds from option exercises and employee stock purchase plan	11.7		12.7
Payment of employment taxes related to release of restricted stock awards	(7.0)		(7.7)
Repurchase of common stock	(27.9)		(20.0)
Net cash used in financing activities	(24.4)		(134.0)
Effect of exchange rate changes on cash and cash equivalents	1.2		(0.7)
Net Increase in Cash and Cash Equivalents	134.5		25.7
Cash and Cash Equivalents at Beginning of Year	95.2		41.8
Cash and Cash Equivalents at End of Period	$	229.7	$	67.5

Nine Months Ended
September 30,
2019 2018
Cash Flows from Operating Activities:
Net income $ 135.4
$ 111.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 68.8
71.3
Stock-based compensation 31.1
22.4
Allowance for doubtful accounts 3.0
2.1
Workers’ compensation provision 2.3
2.5
Other 6.8
13.0
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable (30.3 ) (47.8 )
Prepaid expenses and income taxes (1.9 ) 12.5
Accounts payable (17.9 ) 9.9
Accrued payroll and contract professional pay 25.1
26.9
Income taxes payable 15.5
6.8
Workers’ compensation loss reserves (2.4 ) (2.3 )
Operating lease right of use assets 20.9
—
Operating lease liabilities (21.3 ) —
Other (3.3 ) (5.5 )
Net cash provided by operating activities 231.8
223.6
Cash Flows from Investing Activities:
Cash paid for property and equipment (22.8 ) (22.1 )
Cash paid for acquisitions, net of cash acquired (48.5 ) (760.3 )
Other (0.1 ) (0.1 )
Net cash used in investing activities (71.4 ) (782.5 )
Cash Flows from Financing Activities:
Proceeds from long-term debt 59.0
822.0
Principal payments of long-term debt (178.0 ) (231.0 )
Debt issuance and amendment costs —
(22.5 )
Proceeds from option exercises and employee stock purchase plan 12.7
9.3
Payment of employment taxes related to release of restricted stock awards (7.7 ) (4.4 )
Repurchase of common stock (20.0 ) —
Other —
(9.5 )
Net cash provided by (used in) financing activities (134.0 ) 563.9
Effect of exchange rate changes on cash and cash equivalents (0.7 ) (0.8 )
Net Increase in Cash and Cash Equivalents 25.7
4.2
Cash and Cash Equivalents at Beginning of Year 41.8
36.7
Cash and Cash Equivalents at End of Period $ 67.5
$ 40.9


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

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Income taxes $ 36.6
$ 10.2
Interest $ 37.0
$ 37.8
Supplemental Disclosure of Non-Cash Transactions
Unpaid portion of additions to property and equipment $ 1.1
$ 1.7

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. ~~Financial Statement Presentation~~General

Basis of presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange Commission ~~(the "SEC"~~("SEC"). 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, ~~2018~~2019 condensed consolidated 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, ~~2018~~2019 ("~~2018~~2019 10-K").

COVID-19 pandemic — As a result of the COVID-19 pandemic, the Company experienced a precipitous decline in revenues from its creative marketing and permanent placement divisions in the second quarter of 2020, with some recovery in the current quarter. In the second quarter of 2020, the Company performed an impairment assessment of the goodwill and trademarks of these divisions, which included sensitivity analyses and stress testing on certain of the more sensitive inputs to the valuation models, including the weighted-average cost of capital and future expected revenues. Based on this assessment in the second quarter of 2020, the Company concluded that their fair values, more likely than not, exceeded their carrying values. In the third quarter of 2020, revenues from these divisions improved and the other more sensitive inputs to the valuation models remained reasonable. As a result, there were no indicators of impairment at September 30, 2020. Given the uncertainty of the current economic environment, accounting estimates and assumptions that require management's judgments concerning the effects of the economic downturn and recovery, particularly those relating to the recoverability of intangible assets and goodwill, are being closely monitored.

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

2. Accounting Standards Update

~~In June 2016,~~On January 1, 2020, the ~~Financial Accounting Standards Board ("FASB") issued~~Company adopted Accounting Standard Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326). This standard requires a financial asset to be presented at the net amount expected to be collected. The ~~allowance for credit losses is a valuation account that is deducted from the cost basis~~financial assets of the ~~financial asset to present the net carrying value at the amount expected to be collected. The measurement~~Company in scope of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The Company will adopt this standard prospectively effective January 1, 2020.ASU 2016-13 were primarily accounts receivable. The adoption of this standard isdid not ~~expected to~~ have a ~~material~~significant impact onto the Company's consolidated financial statements.

~~In August 2018,~~On January 1, 2020, the ~~FASB issued~~Company adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service ~~Contract.~~ Contract~~The amendments in this standard align~~. This update provides guidance regarding the ~~requirements for capitalizing~~capitalization of implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this standard also provide guidance on the financial statement presentation for the capitalized implementation costs incurred in a hostingcloud computing arrangement that is a service contract. ~~The Company will adopt this standard~~ASU 2018-15 was adopted prospectively ~~effective~~and cloud computing implementation costs incurred on January 1, ~~2020.~~2020 or later are included in other noncurrent assets in the consolidated balance sheet and are presented within operating cash flows. As of September 30, 2020, capitalized implementation costs for cloud computing arrangements were not significant.

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

~~3. Leases~~In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases and other contracts. This guidance is optional and may be elected over time as reference rate reform activities occur. The Company is currently evaluating the impact of this guidance.

3. Acquisitions

~~Effective January 1, 2019,~~

LeapFrog Systems, Inc. ("LeapFrog")

OnAugust 31, 2020, the Company ~~adopted Accounting Standards Update ("ASU") 2016-02~~ ~~Leases~~ ~~(Accounting Standards Codification Topic "ASC" 842)~~, which requires lessees to recognize most operating leases on the balance sheet as a right of use ("ROU") asset and lease liability. The Company adopted this standard using the optional transition method measuring and recognizing the ROU asset and lease liability from operating leases on the condensed consolidated balance sheet without comparative period information or disclosures. The adoptionacquired all of the ~~standard did not have an effect on~~outstanding shares of LeapFrog, headquartered in Boston, Massachusetts, for $66.0 million in cash and up to $6.0 million in estimated future contingent consideration. The acquisition deepens and expands the ~~Company’s~~Company's capabilities in digital innovation and enterprise solutions for its financial services, insurance and healthcare clients. LeapFrog is part of the Apex Segment. LeapFrog's results of operations ~~stockholders' equity or cash flows.~~are included in the consolidated results of the Company from the date of its acquisition.

The ~~Company elected~~purchase accounting for the ~~package~~LeapFrog acquisition remains incomplete with respect to the provisional fair value of ~~practical expedients which specifies entities do not need~~assets acquired and liabilities assumed, as management continues to ~~reassess expired or existing contracts~~gather and evaluate information about circumstances that existed as of the adoption date for the following items: (i) determination of whether a contract is or contains a lease, (ii) revising classification of leases and (iii) assessment of initial direct costs. For existing or expired contracts as of the adoption date, the determinations made for these items under the previous accounting standard (ASC 840) were retained at transition, as allowed by this package of practical expedients.

The Company has operating leases for corporate offices, branch offices and data centers. At the transition date, the operating lease ROU asset and operating lease liability were $93.9 million and $99.4 million, respectively. The difference between the operating lease ROU asset and operating lease liability is due to deferred rent and prepaid rent balances that were reclassified as a component of the ROU asset at the transitionacquisition date.

The Company's leases have remaining lease terms of one month to eight years. At the inception of a contract, the Company determines if the contract contains a lease. A contract contains a lease if it conveys the right to control the use of an identified asset for a Measurement period ~~of time in exchange for consideration. Operating lease ROU assets and operating lease liabilities are~~adjustments will be recognized at the lease commencement date, based on the present value of the future minimum lease payments. Since most of the Company’s leases do not provide an implicit rate of return, the Company uses its incremental borrowing rate (“IBR”) in determining the present value of lease payments. In determining the IBR, the Company considers its credit rating and the current market interest rates. The IBR approximates the interest rate the Company would pay on collateralized debt with similar terms and payments as the lease agreements and in a similar economic environment where the leased assets are located. Leases with an initial term ofprospectively within 12 months ~~or less ("short-term leases") are not recorded on the balance sheet. The Company does not have finance leases.~~

Lease expense is recognized on a straight-line basis over the lease term and is primarily included in selling, general and administrative expenses. Some lease agreements offer renewal options which are assessed against relevant economic factors to determine whether it is reasonably certain that these renewal options will be exercised. As a result of this assessment, for most leases, renewal options were excluded from the ~~minimum lease payments when calculating the operating lease ROU assets and operating lease liabilities, as the Company does not consider the exercise~~date of ~~such options to be reasonably certain.~~

~~The Company has lease agreements~~acquisition. Goodwill associated with ~~lease and non-lease components,~~this acquisition totaled $42.4 million, which are accounted for as a single lease component for all underlying asset classes. Some leases require variable payments for common area maintenance, property taxes, parking, insurance and other variable costs. The variable portion of lease payments is not ~~included in operating lease ROU assets or operating lease liabilities. Variable lease costs are expensed when incurred.~~

~~Components of lease expense were as follows (in millions):~~

Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2019
Operating lease expense $ 8.1
$ 24.0
Short-term lease expense 0.5
1.3
Variable lease expense 1.9
4.2
Total lease expense $ 10.5
$ 29.5

~~The Company leases 2 properties owned indirectly by certain board members and an executive of the Company. Rent expense~~deductible for ~~these two properties was $0.3 million and $1.0 million for the three and nine months ended September 30, 2019 and 2018, respectively.~~

~~Supplemental cash flow information related to leases for the nine months ended September 30, 2019 (in millions):~~

Cash paid for operating lease liabilities $ 24.6
Operating lease ROU assets obtained in exchange for new operating lease liabilities $ 13.0
Weighted-average remaining lease term of operating leases 4.1 years
Weighted-average discount rate of operating leases 4.5 %

~~Maturities of operating lease liabilities as of September 30, 2019 (in millions):~~

Remainder of 2019 $ 7.2
2020 28.2
2021 24.2
2022 18.5
2023 12.7
Thereafter 9.7
Total future minimum lease payments 100.5
Less imputed interest (8.9 )
Total operating lease liabilities $ 91.6

As of September 30, 2019, the Company has additional operating leases, primarily for real estate and data centers that have not yet commenced, with total future lease payments of approximately $19.2 million and $10.4 million, respectively. These operating leases will commence in 2019 with lease terms of approximately 7.4 years and 3 years, respectively.

~~In the prior year, rent expense was $8.6 million and $24.2 million for the three and nine months ended September 30, 2018, respectively.~~

~~4. Acquisitions~~

Assets and liabilities of all acquired companies are recorded at their estimated fair values at the dates of acquisition. The fair value assigned to identifiable intangible assets was primarily determined using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs).income tax purposes. Goodwill represents the acquired assembled workforce, potential new customers and future cash flows after the acquisition.

~~DHA Acquisition~~

Identifiable intangible assets of $35.1 million included customer and contractual relationships and non-compete agreements with useful lives ranging from approximately two to seven years.

Blackstone Federal

On January ~~25, 2019~~,24, 2020, the Company acquired ~~all~~certain specified assets and liabilities that make up the federal division of Blackstone Technology Group ("Blackstone Federal"), for $85.5 million in cash. Blackstone Federal is headquartered in Arlington, Virginia. The acquisition expands the Company's capabilities in agile application development, cloud modernization and systems architecture, cybersecurity, user experience design and branding services to government clients and is part of the ~~outstanding shares~~ECS Segment. The results of ~~DHA Group, Inc. ("DHA"), headquartered~~operations of Blackstone Federal are included in ~~Washington, D.C. for $48.5~~the consolidated results of the Company from the date of its acquisition.

Goodwill associated with this acquisition totaled $61.1 million, which ~~included $2.5 million~~is deductible for ~~excess working capital. DHA is a provider of IT services mainly to~~income tax purposes. Goodwill represents the ~~FBI as well as other federal customers.~~acquired assembled workforce, potential new customers and future cash flows after the acquisition. Identifiable intangible assets related to this acquisition totaled ~~$19.0~~$22.8 million, ~~and goodwill related~~with useful lives ranging from one to ~~this acquisition was $24.7 million, which is tax deductible.~~nine years. The ~~results of operations~~purchase accounting for this acquisition ~~have~~has been ~~combined with those of the Company from the acquisition date and are included within the ECS Segment (see Note 11. Segment Reporting).~~finalized.

~~ECS Acquisition~~

Intersys Consulting, LLC ("Intersys")

On ~~April 2, 2018~~,October 17, 2019, the Company acquired all of the ~~outstanding equity~~membership interests of ~~ECS Federal, LLC ("ECS") for $775.0 million. ECS, which is~~Intersys, headquartered in ~~Fairfax, Virginia,~~Austin, Texas, for $67.0 million in cash. The acquisition expands the Company's capabilities in digital innovation and enterprise solutions and it is ~~a leading provider~~part of ~~government IT services and solutions.~~the Apex Segment. The ~~ECS acquisition allows~~results of operations of Intersys are included in the consolidated results of the Company ~~to compete in~~from the ~~Federal IT and professional services sector. The purchase accounting for this acquisition was finalized as~~date of ~~December 31, 2018.~~ its acquisition.

Goodwill ~~related to~~associated with this acquisition totaled ~~$528.2~~$41.4 million, of which ~~$514.2~~$38.7 million is deductible for income tax purposes. Goodwill represents the acquired assembled workforce, potential new customers and future cash flows after the acquisition. Identifiable intangible assets related to this acquisition totaled ~~$195.0 million. The weighted-average amortization period for identifiable intangible assets, excluding trademark, is 11~~$23.8 million, with useful lives ranging from three to ten years. The ~~results of operations~~purchase accounting for this acquisition ~~have~~has been ~~combined with those~~finalized.

4. Goodwill and Identifiable Intangible Assets

Changes in the carrying amount of ~~the Company from the acquisition date and are included within the ECS Segment.~~

~~The summary below (in millions, except for per share data) presents pro forma unaudited condensed consolidated results of operations~~goodwill by segment for the nine months ended September 30, 2018 as if the acquisition of ECS by the Company and the acquisition of a business by ECS in April 2017, both occurred on January 1, 2017. The pro forma unaudited condensed consolidated results give effect to, among other things: (i) amortization of intangible assets, (ii) stock-based compensation expense and the related dilution for restricted stock units granted to ECS employees, (iii) interest expense on acquisition-related debt and (iv) the exclusion of nonrecurring expenses incurred by ECS prior to its acquisition by the Company for ECS’ acquisition-related activities and costs incurred in the sale of ECS to the Company. The pro forma results do not include pre-acquisition results of DHA due to its size. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the date indicated, nor are they necessarily indicative of future operating results.

Nine Months Ended
September 30, 2018
Revenues $ 2,619.2
Income from continuing operations $ 123.7
Net income $ 123.4

Earnings per share:
Basic $ 2.36
Diluted $ 2.32

Weighted average number of shares outstanding 52.3
Weighted average number of shares and dilutive shares outstanding 53.1

~~5. Goodwill and Identifiable Intangible Assets~~

~~The changes in the carrying amount of goodwill for the nine months ended September 30, 2019~~2020 and the year ended December 31, ~~2018~~2019 were as follows (in millions):


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

Apex Segment Oxford Segment ECS Segment Total
Balance as of December 31, 2017 $ 662.1
$ 232.0
$ —
$ 894.1
ECS acquisition —
—
528.2
528.2
Translation adjustment —
(1.2 ) —
(1.2 )
Balance as of December 31, 2018 662.1
230.8
528.2
1,421.1
DHA acquisition —
—
24.7
24.7
Translation adjustment —
(1.1 ) —
(1.1 )
Balance as of September 30, 2019 $ 662.1
$ 229.7
$ 552.9
$ 1,444.7

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

September 30, 2019 December 31, 2018
Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Subject to amortization:
Customer and contractual relationships 2 - 12.75 years $ 362.1
$ 170.7
$ 191.4
$ 346.9
$ 145.4
$ 201.5
Contractor relationships 2 - 5 years 71.0
70.5
0.5
71.1
67.1
4.0
Backlog 1 - 2.75 years 25.0
22.3
2.7
23.1
17.7
5.4
Non-compete agreements 2 - 7 years 23.6
12.8
10.8
22.1
9.9
12.2
In-use software 6 years 18.9
18.3
0.6
18.9
16.0
2.9
Favorable contracts 5 years —
—
—
1.4
0.9
0.5
500.6
294.6
206.0
483.5
257.0
226.5
Not subject to amortization:
Trademarks⁽¹⁾
258.9
—
258.9
262.2
—
262.2
Total $ 759.5
$ 294.6
$ 464.9
$ 745.7
$ 257.0
$ 488.7


		September 30, 2020						December 31, 2019
	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	2 - 12.75	$	437.3	$	211.2	$	226.1	$	384.9	$	179.9	$	205.0
Contractor relationships	2 - 5	71.1		70.9		0.2		71.1		70.6		0.5
Backlog	1 - 2.75	28.3		27.1		1.2		25.0		23.9		1.1
Non-compete agreements	2 - 7	27.4		17.0		10.4		24.8		13.8		11.0
In-use software	6	18.9		18.9		0		18.9		18.9		0
		583.0		345.1		237.9		524.7		307.1		217.6
Trademarks (not amortized)		258.9		—		258.9		258.9		—		258.9
Total		$	841.9	$	345.1	$	496.8	$	783.6	$	307.1	$	476.5

⁽¹⁾
~~Certain foreign trademarks totaling $3.3 million were written off during the second quarter of 2019.~~

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


Remainder of 2020	$	13.5
2021	46.6
2022	38.4
2023	33.5
2024	26.2
Thereafter	79.7
	$	237.9

Remainder of 2019 $ 11.7
2020 38.1
2021 32.5
2022 24.9
2023 21.7
Thereafter 77.1
$ 206.0

6.5. Long-Term Debt

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


	September 30, 2020		December 31, 2019
Senior Secured Credit Facility:
$250 million revolving credit facility, due 2024	$	0	$	0
Term B loan facility, due 2025	490.8		490.8
Unsecured Senior Notes, due 2028	550.0		550.0
	1,040.8		1,040.8
Unamortized deferred loan costs	(7.6)		(8.5)
Total long-term debt	$	1,033.2	$	1,032.3

September 30,
2019 December 31,
2018
$200 million revolving credit facility, due March 31, 2023 $ —
$ —
Term B loan facility, due June 6, 2022 218.0
337.0
Term B loan facility, due April 2, 2025 787.0
787.0
1,005.0
1,124.0
Unamortized deferred loan costs (19.8 ) (23.6 )
$ 985.2
$ 1,100.4

Senior Secured Credit Facility

The senior secured credit facility ("Credit Facility") consists of a term B loan and a revolving credit facility with a maximum borrowing capacity of $250.0 million ("Revolver"). Borrowings under the term B ~~loans~~loan bear interest at LIBOR plus ~~2.00~~1.75 percent, or the bank’s base rate plus 0.75 percent. Borrowings under the ~~revolving credit facility~~Revolver bear interest at LIBOR plus 1.25 percent to 2.25 percent, or the bank’s base rate plus 0.25 to 1.25 percent, depending on leverage levels. At September 30, 2020, the Company had no outstanding borrowings under the Revolver and had $3.9 million in undrawn stand-by letters of credit to secure certain obligations. A commitment fee of 0.20 ~~percent~~ to 0.35 percent is payable on the undrawn portion of the ~~revolving credit facility. At September 30, 2019, the weighted average interest rate was 4.04 percent.~~

~~For the term B loan that matures on June 6, 2022, there~~Revolver. There are no required minimum payments ~~until its maturity date. For~~on the ~~term B loan that matures on April 2, 2025,~~Credit Facility and it is secured by substantially all of the Company is required to make minimum quarterly payments of $2.1 million; however, as a result of principal payments made through September 30, 2019, the first required minimum quarterly payment of $2.1 million is not due until September 30, 2022.Company's assets and includes various restrictive covenants. The Company is ~~also~~ required to make mandatory prepayments on its term ~~loans~~B loan from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events, subject to certain exceptions. The ~~credit facility~~Revolver is ~~secured by substantially all of the Company's assets and has various restrictive covenants, including the~~limited to a maximum ratio of ~~consolidated~~senior secured debt to trailing 12-months of lender-defined consolidated ~~earnings before interest, taxes, depreciation and amortization~~EBITDA. At September 30, 2020, the Company was in compliance with its debt covenants.

Unsecured Senior Notes

The Company has $550.0 million of unsecured senior notes due in 2028 ("~~EBITDA"~~Senior Notes"). The ~~maximum permitted ratio~~Senior Notes bear interest at 4.625 percent, which is payable in arrears on May 15 and November 15 of ~~consolidated secured debt~~each year. The Senior Notes are unsecured obligations and are subordinate to ~~consolidated EBITDA was 4.50~~the Company's Credit Facility to ~~1.00 as~~the extent of ~~September 30, 2019, and steps down at regular intervals to 3.75 to 1.00 as of September 30, 2021 and thereafter.~~the collateral securing such facility. The ~~credit facility~~Senior Notes also ~~contains~~contain certain customary limitations including, among other terms and conditions, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions, transfer or sell assets and ~~declare dividends.~~

At September 30, 2019, the Company was in compliance with its debt covenants; its ratio of consolidated secured debt to consolidated EBITDA was 2.26 to 1.00 and it had $196.1 million of available borrowing capacity under its revolving credit facility. At September 30, 2019 and December 31, 2018, the Company had $3.9 million and $4.4 million undrawn stand-by letters of credit outstanding to securemake certain ~~obligations.~~

distributions.

6. Commitments and Contingencies

The Company carries retention policies for its workers’ compensation liability exposures. The workers' compensation loss reserves are based upon an actuarial study conducted by a third-party specialist. Changes in estimates and differences between estimates and the actual payments for claims are recognized in the period that the estimates change or the payments are made.

The Company’s deferred compensation plan liability was ~~$11.0~~$13.1 million and ~~$6.2~~$11.8 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, and was primarily included in other ~~long-term~~noncurrent liabilities. The ~~Company established~~employees' deferred compensation is deposited in a rabbi trust ~~to fund the deferred compensation plan~~ (see Note ~~12.~~11. Fair Value Measurements).

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

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

7. Revenues

~~8. Revenues~~

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

The Company has contract liabilities of ~~$6.4~~$6.8 million and ~~$9.8~~$8.4 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, for payments received in advance of providing services under certain contracts. Contract liabilities are included in other current liabilities on the condensed consolidated balance sheets and are generally recognized as revenues within three months from the balance sheet date.

8. Income Taxes

~~9. 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~~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~~full year pretax accounting income. This rate is adjusted for the effects of discrete items occurring in the period.

~~10.~~9. Earnings per Share

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Net income	$	52.3	$	57.4	$	144.9	$	135.4

Weighted-average number of common shares outstanding - basic	52.5		52.8		52.6		52.7
Dilutive effect of share equivalents	0.5		0.6		0.5		0.7
Number of common shares and share equivalents outstanding - diluted	53.0		53.4		53.1		53.4

Basic earnings per share	$	1.00	$	1.09	$	2.75	$	2.57
Diluted earnings per share	$	0.99	$	1.08	$	2.73	$	2.54
Number of anti-dilutive share equivalents	0		0		0.2		0.2

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2018 2019 2018
Weighted average number of common shares outstanding used to compute basic earnings per share 52.8
52.4
52.7
52.3
Dilutive effect of stock-based awards 0.6
0.6
0.7
0.7
Number of shares used to compute diluted earnings per share 53.4
53.0
53.4
53.0

During the nine months ended September 30, 2019, there were 0.2 million share equivalents outstanding that were excluded from the computation of diluted earnings per share because they were anti-dilutive when applying the treasury stock method. During the three months ended September 30, 2019 and the three and nine months ended September 30, 2018 the amount of anti-dilutive share equivalents outstanding were insignificant.

10. Segment Reporting

~~11. Segment Reporting~~

ASGN provides IT and professional staffing services in the technology, digital, creative, engineering and life sciences fields across commercial and government sectors. ASGN operates through its Apex, Oxford and ECS ~~segments.~~Segments. The Apex Segment provides technology, digital, creative, scientific, engineering staffing and consulting services to Fortune 1000 and mid-market clients across the United States and Canada. The ~~businesses in this segment include Apex Systems and Creative Circle. The~~ Oxford Segment provides hard-to-find technology, digital, engineering and life sciences ~~resources, along with~~staffing and consulting services in select skill and geographic markets in the United States and Europe. The ~~businesses in this segment include~~Company’s commercial business is comprised of the Apex and Oxford ~~Global Resources and CyberCoders.~~Segments. The ECS Segment, the Company’s federal government business, delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT modernization, science and ~~engineering.~~engineering to U.S. defense, intelligence and federal civilian agencies. Virtually all of the Company's revenues are generated in the United States. Revenues from outside the United States accounted for less than 5.0 percent of consolidated revenues.

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

The Company’s management evaluates the performance of each segment primarily based on revenues, gross profit and operating income. The information in the following tables is derived directly from ~~the segments’~~ internal financial reporting of the segments used for corporate management purposes.

The following tables present revenues, gross profit, operating income and amortization by ~~reportable~~ segment (in millions):


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

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

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2018 2019 2018
Apex:
Revenues $ 644.1
$ 589.6
$ 1,878.7
$ 1,695.7
Gross profit 192.2
177.8
555.4
506.1
Operating income 79.2
71.4
213.1
192.6
Amortization 4.0
6.6
15.5
19.7
Oxford:
Revenues $ 152.5
$ 152.8
$ 455.3
$ 455.3
Gross profit 61.9
62.7
183.3
187.3
Operating income 13.6
15.2
36.3
39.8
Amortization 1.0
1.0
3.0
3.1
ECS:
Revenues $ 206.1
$ 164.0
$ 564.7
$ 319.1
Gross profit 37.3
29.6
101.8
58.3
Operating income 12.7
4.3
30.5
8.0
Amortization 6.9
11.0
20.3
21.9
Corporate⁽¹⁾
$ (14.6 ) $ (16.7 ) $ (53.0 ) $ (54.8 )

Consolidated:
Revenues $ 1,002.7
$ 906.4
$ 2,898.7
$ 2,470.1
Gross profit 291.4
270.1
840.5
751.7
Operating income 90.9
74.2
226.9
185.6
Amortization 11.9
18.6
38.8
44.7

~~____________~~


⁽¹⁾	Parent company operating expenses consisting of consolidated stock-based compensation expense, compensation for corporate employees, acquisition, integration and strategic planning expenses, public company expenses and depreciation expense for corporate assets.

The following table presents segment revenues ~~disaggregated~~ by type (in millions):


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

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2018 2019 2018
Apex:
Assignment $ 629.8
$ 575.2
$ 1,835.0
$ 1,653.8
Permanent placement 14.3
14.4
43.7
41.9
$ 644.1
$ 589.6
$ 1,878.7
$ 1,695.7
Oxford:
Assignment $ 130.3
$ 130.4
$ 391.1
$ 386.1
Permanent placement 22.2
22.4
64.2
69.2
$ 152.5
$ 152.8
$ 455.3
$ 455.3
ECS:
Firm-fixed-price $ 64.4
$ 48.2
$ 153.8
$ 93.0
Time and materials 68.4
42.1
200.6
91.1
Cost-plus-fixed-fee 73.3
73.7
210.3
135.0
$ 206.1
$ 164.0
$ 564.7
$ 319.1
Consolidated $ 1,002.7
$ 906.4
$ 2,898.7
$ 2,470.1

~~The Company operates internationally, with operations mainly in the United States. The following table presents revenues by geographic location (in millions):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 % 2018 % 2019 % 2018 %
Revenues:
Domestic $ 958.4
95.6 % $ 867.7
95.7 % $ 2,769.3
95.5 % $ 2,353.0
95.3 %
Foreign 44.3
4.4 % 38.7
4.3 % 129.4
4.5 % 117.1
4.7 %
$ 1,002.7
100.0 % $ 906.4
100.0 % $ 2,898.7
100.0 % $ 2,470.1
100.0 %

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Department of Defense and Intelligence Agencies	$	172.0	$	112.6	$	414.4	$	316.2
Federal Civilian	96.2		82.0		276.1		213.5
Other	20.4		11.5		50.5		35.0
	$	288.6	$	206.1	$	741.0	$	564.7

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2018 2019 2018
Department of Defense and Intelligence Agencies $ 112.6
$ 101.5
$ 316.2
$ 197.0
Federal Civilian 82.0
52.6
213.5
103.6
Other 11.5
9.9
35.0
18.5
$ 206.1
$ 164.0
$ 564.7
$ 319.1

~~12.~~11. Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued payroll and ~~contractor~~contract professional pay approximate their fair value based on their short-term nature. The ~~fair value~~carrying amount of long-term debt recorded in the ~~term B loans~~Company’s condensed consolidated balance sheet at September 30, 2020 was $1.0 billion ~~as of September 30, 2019, excluding the $19.8 million of unamortized deferred loan costs~~and approximated its fair value (see Note 6.5. Long-Term ~~Debt) and~~Debt), which was determined using ~~Level 1 inputs (quoted~~quoted prices in active markets for identical ~~assets and liabilities) from the fair value hierarchy.~~liabilities (Level 1 inputs).

The Company has a deferred compensation plan and the employees' deferred compensation is deposited in a rabbi trust. This rabbi trust had investments, primarily mutual funds, of ~~$11.0~~$13.1 million and ~~$6.2~~$11.8 million at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, ~~held in a rabbi trust restricted to fund the Company's deferred compensation plan. The~~which are measured at fair value ~~of these investments was determined~~ using ~~Level 1 inputs from~~ the ~~fair~~net asset value ~~hierarchy.~~per share. These assets were primarily included in other ~~non-current~~noncurrent assets.

Certain assets, ~~and liabilities,~~ 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, ~~(e.g.,~~such as, when there is evidence of ~~impairment). Included in selling, general and administrative expenses in the nine months ended~~impairment (see Note 1. General for discussion of our assessment performed as of September 30, ~~2019, is a $3.3 million charge related to management’s decision to no longer use certain foreign trademarks. There were no other~~2020). The fair value ~~adjustments for non-financial~~assigned to identifiable intangible assets oris primarily determined using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs). All assets and liabilities inof acquired companies are recorded at their estimated fair values at the ~~three and nine months ended September 30, 2019 and 2018.~~

dates of acquisition.

~~13. Subsequent Event~~

On ~~October 17, 2019, the Company acquired all of the membership interests of~~ ~~Intersys Consulting, LLC~~ ~~("Intersys Consulting"),~~ ~~headquartered in Austin, Texas, for $67.0 million in cash.~~ ~~The acquisition expands the Company's capabilities in digital innovation and enterprise solutions. The results of operations of Intersys Consulting will be included in the Apex Segment from the date of its 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 (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based upon current expectations, as well as management's beliefs and assumptions and involve a high degree of risk and uncertainty. Anystatements 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,”~~"believes," "anticipates," "plans," "expects," "intends," and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Forward-looking statements include statements regarding our anticipated financial and operating performance for future periods. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include, but are not limited to, the following: (1) ~~actual~~the impact of the COVID-19 global pandemic on our competitive position and demand for our services; (2) the availability of qualified contract professionals and our ability to attract, train and retain them; (3) our ability to remain competitive in obtaining and retaining clients; (4) management of our growth; (5) continued performance and integration of our enterprise-wide information systems; (6) our ability to manage our litigation matters; (7) the successful integration of our acquired subsidiaries; (8) maintenance of our ECS Segment contract backlog; and (9) the factors described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2018 (“2018 10-K”~~2019 ("2019 10-K") and this form 10-Q under the section titled ~~“Risk~~"Risk Factors.”" Other factors also may contribute to the differences between our forward-looking statements and our actual results. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ.

OVERVIEW

~~Operating Segments~~

~~ASGN operates through its~~We provide IT and professional staffing services in the technology, digital, creative, engineering and life sciences fields across commercial and federal government sectors. Our commercial business is comprised of our Apex and Oxford ~~and ECS segments.~~Segments. The Apex Segment provides technology, digital, creative, scientific, engineering staffing and consulting services ~~and solutions~~ to Fortune 1000 and mid-market clients across the United States and Canada. The Oxford Segment provides hard-to-find technology, digital, engineering and life sciences ~~resources, along with~~staffing and consulting services in select skill and geographic markets in the United States and Europe. ~~The~~Our federal government business is comprised of our ECS Segment, ~~delivers~~which provides IT solutions to the federal government, including advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT ~~modernization, science, and engineering. ECS has built successful customer relationships with some of the world’s leading agencies in both the public and private sectors.~~modernization.

~~In the nine months ended September 30, 2019, no single client represented more than ten percent of ASGN consolidated revenues.~~

~~Apex Segment~~

~~The Apex Segment provides a broad spectrum of technology, digital, creative, scientific and engineering professionals for~~We have three major revenue sources: (i) contract, ~~contract-to-hire and~~(ii) permanent placement ~~positions to Fortune 1000~~ and ~~mid-market clients across the United States~~(iii) federal government. Our contract revenues are comprised of assignment and ~~Canada. The businesses in this segment include Apex Systems, LLC (“Apex Systems”) and Creative Circle, LLC (“Creative Circle”).~~

~~Apex Systems~~

~~Apex Systems primarily provides IT staffing and~~consulting revenues. Consulting services ~~for clients across the United States and Canada. The sales and recruiting teams focus on 15 primary skill disciplines that cover the entire IT project life-cycle,~~consist of deliverables-based projects including IT infrastructure, application development, project management and healthcare IT. These contract professionals encompass a wide variety of backgrounds and levels of experience within IT. The consulting services group provides light deliverables-based professional services to help clients drive better business performance. These service offerings include managed processes, such as support service centers and managed projects such as software development. ~~Apex Systems also provides life sciences~~

The Impact of COVID-19 on our Results and ~~engineering professionals~~Operations

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

For the fourth quarter of 2020, we expect consolidated revenues will be down from the third quarter due to 3.5 fewer Billable Days and lower revenues from certain federal government programs that experienced high volume in the ~~following industries: technology, financial services, healthcare,~~third quarter of 2020. On a per Billable Day basis, we estimate our commercial business ~~services, telecommunications,~~will be up 4.0 to 4.5 percent over the third quarter of 2020. We also estimate our federal government ~~services~~business will be up slightly above 10.0 percent year over year despite the very high fourth quarter 2019 comparable, which grew over 30 percent year over year and ~~consumer/industrials. Assignments for Apex Systems typically range~~included $34.4 million in revenues from ~~one month to a year. Corporate support services for Apex Systems~~the early renewal of software licenses. While we believe these are ~~based in Richmond, Virginia and there are 79 branch offices across the United States and two in Canada that support sales, recruiting and field activities.~~

~~Creative Circle~~

Creative Circle provides creative, marketing, advertising and digital talent to a wide range of companies in North America. Consumers’ rapidly growing demand for real-time information and services requires an increase in both creative and technical professionals to support these digital platforms. To help clients effectively respond to this demand, Creative Circle offers talent across the spectrum of traditional advertising and digital marketing skill sets. Creative Circle’s professionals include account planners and strategists, information architects, content strategists, copywriters, interactive art directors, UX and UI specialists, designers and front-end developers. Creative Circle’s clients include advertising agencies and company marketing departments in retail, entertainment, technology, food and beverage, education and other industries. Assignments for Creative Circle typically range from one to nine weeks. Creative Circle’s corporate support activities are based in Los Angeles, California and field activities are located in 27 branch offices across the United States and one in Canada.

~~Oxford Segment~~

The Oxford Segment provides specialized staffing and permanent placement services in select skill and geographic markets in the United States and Europe. The businesses in this segment include Oxford Global Resources, LLC (“Oxford”) and CyberCoders, Inc. (“CyberCoders”).

~~Oxford Global Resources~~

Oxford specializes in recruiting and providing experienced IT, engineering, regulatory compliance and life sciences consultants to clients for temporary assignments and project engagements. These consultants typically have a great deal of knowledge and experience in specialized technical fields which make them uniquely qualified to fill a given assignment or project. Demand for Oxford’s services is driven by a shortage of experienced consultants with specialized technical skills that organizations need quickly but cannot find on their own. Services are provided to clients in a wide range of industries. Assignments for Oxford typically range from two months to 13 months, although they can be longer. Corporate support activities for Oxford are based in Beverly, Massachusetts, Calabasas, California and Cork, Ireland and there are more than 20 offices across the United States plus locations in Belgium, Ireland, the Netherlands, Spain, Switzerland, and the United Kingdom.

~~CyberCoders~~

CyberCoders specializes in recruiting professionals for permanent placements in technology, engineering, sales, executive, financial, accounting, scientific, legal and operations positions. CyberCoders’ proprietary software and unique matching algorithm combine to deliver an impressive turnaround time for employers and help candidates find jobs that truly fit their background and career goals. CyberCoders is based in Irvine, California, with corporate support activities in Beverly, Massachusetts. Their field activities are operated from six branch offices across the United States.

~~ECS Segment~~

The ECS Segment delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, application and IT modernization, science, and engineering. Inspired by the ability to create, innovate and serve, ECS builds successful customer relationships with somereasonable expectations, any worsening of the ~~world’s leading agencies in both~~COVID-19 pandemic could adversely affect our results for the ~~public and private sectors.~~fourth quarter.

Their team of highly skilled experts tackle critical, complex challenges for customers in the United States defense and intelligence communities, as well as for state and local government, education and commercial customers. ECS maintains premier partnerships with leading cloud, cybersecurity and artificial intelligence/machine learning providers, and holds specialized certifications in their technologies. Headquartered in Fairfax, Virginia, ECS has 24 branch offices located across the United States. Contracts with ECS’ clients typically range from three to five years in length. In the nine months ended September 30, 2019, contracts with the U.S. Army generated approximately 32 percent of ECS Segment revenues.

~~Results of Operations~~

~~CHANGES IN~~CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, ~~2019~~

2020 COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, ~~2018~~2019 AND THE THREE MONTHS ENDED JUNE 30, 2020

~~(Dollars in millions)~~Revenues

2019 2018 % Change
Revenues by segment:
Apex:
Assignment $ 629.8
$ 575.2
9.5 %
Permanent placement 14.3
14.4
(1.2 )%
644.1
589.6
9.2 %
Oxford:
Assignment 130.3
130.4
— %
Permanent placement 22.2
22.4
(0.9 )%
152.5
152.8
(0.2 )%

ECS 206.1
164.0
25.7 %

Consolidated:
Assignment 760.1
705.6
7.7 %
Permanent placement 36.5
36.8
(1.0 )%
ECS 206.1
164.0
25.7 %
$ 1,002.7
$ 906.4
10.6 %

Percentage of total revenues:
Apex 64.2 % 65.1 %
Oxford 15.2 % 16.8 %
ECS 20.6 % 18.1 %
100.0 % 100.0 %

Assignment 75.8 % 77.8 %
Permanent placement 3.6 % 4.1 %
ECS 20.6 % 18.1 %
100.0 % 100.0 %

Domestic 95.6 % 95.7 %
Foreign 4.4 % 4.3 %
100.0 % 100.0 %

Revenues for the quarter were ~~$1.0~~$1.01 billion, ~~up 10.6~~an increase of 0.9 percent year-over-year (10.1 percent after adjusting for year-over-year differences in billable days and changes in foreign currency rates). Revenue growth was attributable to a 7.7 percent increase in assignment revenues and a 25.7 percent increase in revenues from ECS. Permanent placement revenues were down slightly from the third quarter of ~~2018. The growth in assignment revenues was mainly from large-volume customers~~2019 and ~~from IT consulting services. The growth in revenues from ECS~~up 8.0 percent sequentially. This performance was driven by ~~artificial intelligence~~the high growth of our federal government business and ~~machine learning solutions,~~the growth of all of our commercial divisions from the trough-level revenues experienced in late May of 2020. Revenues from our commercial business, which accounted for 71.5 percent of total revenues, were down year over year due to lower customer demand caused by the COVID-19 pandemic. Revenues from our federal government business, which accounted for 28.5 percent of total revenues, were up year over year reflecting increased volume on certain existing programs, new contract awards and the contribution from ~~DHA,~~Blackstone Federal, which was acquired ~~earlier~~ in ~~the~~January of this year.

The table below shows our revenues by business and by segment for the three months ended September 30, 2020 and 2019 and the three months ended June 30, 2020 (in millions):


											% of Total
	September 30,				June 30,		Change				September 30,				June 30,		Change
	2020		2019		2020		Y-Y		Seq.		2020		2019		2020		Y-Y		Seq.
Business
Commercial
Assignment	$	588.0	$	660.0	$	580.0	-10.9	%	1.4	%	58.2	%	65.8	%	61.9	%	-7.6	%	-3.7	%
Consulting	110.7		100.1		96.4		10.6	%	14.8	%	10.9	%	10.0	%	10.3	%	0.9	%	0.6	%
Contract	698.7		760.1		676.4		-8.1	%	3.3	%	69.1	%	75.8	%	72.2	%	-6.7	%	-3.1	%
Permanent placement	24.6		36.5		20.7		-32.6	%	18.8	%	2.4	%	3.6	%	2.2	%	-1.2	%	0.2	%
Commercial	723.3		796.6		697.1		-9.2	%	3.7	%	71.5	%	79.4	%	74.4	%	-7.9	%	-2.9	%
Federal Government	288.6		206.1		239.7		40.0	%	20.4	%	28.5	%	20.6	%	25.6	%	7.9	%	2.9	%
Consolidated	$	1,011.9	$	1,002.7	$	936.8	0.9	%	8.0	%	100.0	%	100.0	%	100.0	%

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

Commercial Business — Revenues from ~~the Apex Segment~~our commercial business were ~~$644.1 million, up~~down 9.2 percent ~~year-over-year, reflecting continued high~~year over year resulting from lower customer demand ~~for Apex’s IT services and solutions. Assignment~~attributable to the COVID-19 pandemic. On a sequential basis, revenues were up 3.7 percent with all commercial divisions experiencing growth over the second quarter of 2020. Contract revenues, which ~~includes consulting services, accounted for all the growth, as~~exclude permanent placement revenues, were down ~~slightly from the third quarter~~8.1 percent year over year; and permanent placement revenues, which accounted for 2.4 percent of ~~2018. The growth in assignment~~consolidated revenues, ~~reflected double-digit growth in (i)~~were down 32.6 percent year over year.

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

From an industry perspective, our commercial revenues fall into five ~~of Apex’s eight~~ industry verticals ~~(ii) its top accounts (large-volume accounts)~~(financial services; consumer and ~~(iii) consulting~~industrials; healthcare; technology, media and telecom ("TMT"); and business and government services). Financial services, ~~which~~our largest industry vertical (24.6 percent of commercial revenues), was up 11.1 percent year over year, while the other four industry verticals were all down. All industry verticals, except TMT, experienced sequential growth.

Revenues from our Apex Segment were down 7.5 percent year over year resulting from lower customer demand attributable to the pandemic. On a sequential basis, revenues were up ~~31.5 percent~~3.3 percent. Revenues from ~~the third quarter of 2018 and~~Apex Systems, which accounted for ~~13.3~~88.1 percent of the segment’s ~~revenues. Assignment revenue hours worked~~revenues, were down 2.6 percent year over year, but were up ~~2.6~~3.3 percent ~~while average revenue per hour worked was up 6.7 percent~~sequentially. Revenues from the ~~third quarter of 2018.~~segment's creative marketing division were down 32.4 percent year over year, but were up 3.6 percent sequentially.

Revenues from ~~the~~our Oxford Segment were ~~$152.5 million,~~ down ~~0.2~~16.6 percent ~~year-over-year, mainly related~~year over year primarily resulting from lower customer demand attributable to ~~a slight decline in~~the pandemic, but were up 5.8 percent sequentially as our permanent placement and consulting revenues ~~as assignment revenues were flat year-over-year. Assignment revenue hours worked were down slightly, whereas average revenue per hour worked was up slightly from~~showed improvement throughout the ~~third quarter of 2018.~~quarter.

Federal Government Business — Revenues from ~~the ECS Segment~~our federal government business were ~~$206.1 million,~~ up ~~25.7~~40.0 percent ~~year-over-year.~~year over year and 20.4 percent sequentially. This ~~increase~~growth was driven by ~~high growth in the segment's artificial intelligence and machine learning solutions,~~a number of factors including, increased volume on certain existing programs, new contract awards and ~~revenues~~the contribution from ~~DHA.~~Blackstone Federal, which was acquired in January of this year. Revenues ~~for the quarter~~from existing programs included a ~~higher mix~~$38.5 million sequential increase under cost reimbursable contracts related to artificial intelligence/machine learning ("AI/ML") solutions and the development and expansion of ~~revenues from third-party technology purchases and license renewals that are an integral part of the customer solution.~~unclassified networks.

Gross Profit and Gross ~~Margins~~Margin

2019 2018 % Change
Gross profit:
Apex $ 192.2
$ 177.8
8.1 %
Oxford 61.9
62.7
(1.3 )%
ECS 37.3
29.6
25.9 %
Consolidated $ 291.4
$ 270.1
7.9 %
Gross margin:
Apex 29.8 % 30.2 %
Oxford 40.6 % 41.1 %
ECS 18.1 % 18.1 %
Consolidated 29.1 % 29.8 %
The table below shows gross profit and gross margin by business and by segment for the three months ended September 30, 2020 and 2019 and June 30, 2020 (in millions):


	Gross Profit										Gross Margin
	September 30,				June 30,		Change				September 30,				June 30,		Change
	2020		2019		2020		Y-Y		Seq.		2020		2019		2020		Y-Y		Seq.
Business
Commercial	$	225.1	$	254.1	$	217.0	-11.4	%	3.7	%	31.1	%	31.9	%	31.1	%	-0.8	%	—
Federal Government	45.9		37.3		43.8		23.1	%	4.8	%	15.9	%	18.1	%	18.3	%	-2.2	%	-2.4	%
Consolidated	$	271.0	$	291.4	$	260.8	-7.0	%	3.9	%	26.8	%	29.1	%	27.8	%	-2.3	%	-1.0	%

Contract
Commercial	$	200.6	$	217.7	$	196.3	-7.9	%	2.2	%	28.7	%	28.6	%	29.0	%	0.1	%	-0.3	%
Federal Government	45.9		37.3		43.8		23.1	%	4.8	%	15.9	%	18.1	%	18.3	%	-2.2	%	-2.4	%
	$	246.5	$	255.0	$	240.1	-3.3	%	2.7	%	25.0	%	26.4	%	26.2	%	-1.4	%	-1.2	%
Segment
Apex	$	173.0	$	192.2	$	170.6	-10.0	%	1.4	%	29.0	%	29.8	%	29.6	%	-0.8	%	-0.6	%
Oxford	52.1		61.9		46.4		-15.8	%	12.3	%	40.9	%	40.6	%	38.6	%	0.3	%	2.3	%
ECS	45.9		37.3		43.8		23.1	%	4.8	%	15.9	%	18.1	%	18.3	%	-2.2	%	-2.4	%
Consolidated	$	271.0	$	291.4	$	260.8	-7.0	%	3.9	%	26.8	%	29.1	%	27.8	%	-2.3	%	-1.0	%

____________

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

Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, allowable materials and reimbursable out-of-pocket expenses. ~~Gross~~Consolidated gross profit was ~~$291.4 million,~~down 7.0 percent year over year resulting from the overall decline in revenues, but was up ~~7.9~~3.9 percent ~~on revenue growth of 10.6 percent.~~ sequentially.

Gross margin for the quarter was ~~29.1 percent, a compression of 70 basis points year-over-year. Approximately half of~~down year over year due to changes in business mix stemming from the ~~compression~~decline in ~~margin related to a lower mix of~~ permanent placement revenues and the ~~remainder to lower contract margins as a result of a higher mix of revenues from ECS and from high-volume, lower-margin accounts.~~

~~Gross profit for the Apex Segment was up 8.1 percent on~~high revenue growth of ~~9.2 percent.~~our federal government business, which carries lower gross margins than our commercial business. Gross margin on federal government revenues was lower than the third quarter of last year due to increased volume from certain programs under cost reimbursable contracts, which typically have lower margins than other contract types.

The contract gross margin for the ~~segment was 29.8 percent, a compression of 40 basis points year-over-year related to a higher mix of revenues from high-volume accounts and a lower mix~~commercial business, which excludes the effects of permanent placement revenues. Gross profit for the Oxford Segment was down 1.3 percent on a revenue decline of 0.2 percent. Gross margin for the segment was 40.6 percent, a compression of 50 basis points year-over-year, mainly related to lower contract margins and a lower mix of permanent placement revenues. Gross profit for the ECS Segmentrevenues, was up ~~25.9 percent on revenue growth~~slightly year over year. This improvement reflected, among other things, the higher contribution of ~~25.7 percent. Gross margin for~~consulting revenues and lower billable consultant expenses, which are generally passed through to the ~~segment was flat year-over-year.~~customer with no markup.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses consist primarily of compensation expense for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses and other general and administrative expenses. SG&A expenses for the third quarter were ~~$188.6~~$177.2 million ~~(18.8~~(17.5 percent of revenues), ~~compared with $177.3~~a year-over-year reduction of $11.4 million ~~(19.6~~and a 130 basis point reduction in SG&A expense as a percent of ~~revenues) in the third quarter~~revenues. This improvement related to effective expense management, as well as lower incentive compensation and travel expenses.

Amortization of ~~2018.~~Intangible Assets

~~SG&A expenses included acquisition, integration and strategic planning expenses~~Amortization of ~~$0.7~~intangible assets was $12.9 million, ~~in the current quarter, down~~up from ~~$1.7~~$11.9 million in the third quarter of 2018. Excluding the acquisition, integration and strategic planning expenses, SG&A expenses were $187.9 million (18.7 percent of revenues) in the third quarter of 2019, compared with $175.6 million (19.4 percent of revenues) in the third quarter of 2018. The current year third quarter included a $1.2 million benefit related to a reduction in the accrual for fees and penalties under the Affordable Care Act.

~~Amortization of Intangible Assets~~

~~Amortization of intangible assets was $11.9 million, down from $18.6 million in the third quarter of 2018. The decrease was due~~2019. This increase relates to the ~~accelerated amortization method for certain~~effects of recently acquired ~~intangibles, which have high amortization rates at the beginning of their useful life.~~businesses.

Interest Expense

Interest expense was ~~$12.7~~$9.3 million, ~~compared with $14.6 million~~down 26.8 percent from the third quarter of 2019. This improvement was the result of (i) a reduction in LIBOR, (ii) a 25-basis point reduction in the ~~same period~~spread on our Credit Facility resulting from our capital restructuring in the fourth quarter of ~~2018.~~ 2019 and (iii) lower amortization of deferred loan costs.

Interest expense for the quarter was comprised of ~~$11.3~~$6.4 million of interest on the ~~credit facility and $1.4~~Senior Notes, $2.5 million of ~~amortization of~~interest on the Credit Facility and $0.4 million deferred loan ~~costs. Weighted average~~fee amortization. The weighted-average borrowings outstanding ~~during the quarter~~ were $1.0 billion ~~down approximately $207.1 million from~~for the third quarter of ~~2018. Weighted average~~2020 and 2019. The weighted-average interest rate in the current quarter was ~~4.3~~3.4 percent, updown from ~~4.1~~4.3 percent in the third quarter of ~~2018, due to the increase in LIBOR.~~2019.

Provision for Income Taxes

The provision for income taxes was ~~$20.7~~$19.3 million for the ~~third~~current quarter of ~~2019, compared with $10.5~~2020, down from $20.7 million in the third quarter of ~~2018.~~2019. The effective tax rate for the current quarter was ~~26.5~~27.0 percent, ~~compared with 17.5~~which was slightly higher than the third quarter of last year.

Net Income

Net income decreased $5.1 million year over year or 8.9 percent to $52.3 million for the current quarter from $57.4 million in the third quarter of ~~2018. The effective tax rate in the third quarter of 2018 benefited from (i) adjustments totaling $2.9 million~~2019. This decrease related to the ~~provisional estimates under the Tax Cuts and Jobs Act of 2017 ("TCJA") based on IRS guidelines issued~~year-over-year decline in ~~2018 and (ii) higher excess tax benefits from stock-based compensation.~~

~~Net Income~~

~~Net income was $57.4 million for the third quarter of 2019, up from $49.1 million in the same period of 2018.~~

~~Results of Operations~~

~~Pro forma~~commercial revenues and gross profit ~~by segment are presented in~~from lower customer demand attributable to the tables and discussion below to provide a more consistent basis for comparison among periods. Pro forma data were prepared as if the acquisition of ECS had occurred at the beginning of 2017. Pro forma results do not include the pre-acquisition results of DHA due to its size (see Note 4. Acquisitions). Although the pro forma segment data are considered non-GAAP measures, they were calculated in the same manner as the consolidated pro forma data, which are GAAP measures.

COVID-19 pandemic.

~~CHANGES IN~~

CONSOLIDATED RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ~~2019~~

2020 COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, ~~2018~~2019

~~(Dollars in millions)~~Revenues

Reported Pro Forma
2019 2018 % Change 2018 % Change
Revenues by segment:
Apex:
Assignment $ 1,835.0
$ 1,653.8
11.0 % $ 1,653.8
11.0 %
Permanent placement 43.7
41.9
4.2 % 41.9
4.2 %
1,878.7
1,695.7
10.8 % 1,695.7
10.8 %
Oxford:
Assignment 391.1
386.1
1.3 % 386.1
1.3 %
Permanent placement 64.2
69.2
(7.2 )% 69.2
(7.2 )%
455.3
455.3
— % 455.3
— %

ECS 564.7
319.1
76.9 % 468.2
20.6 %

Consolidated:
Assignment 2,226.1
2,039.9
9.1 % 2,039.9
9.1 %
Permanent placement 107.9
111.1
(2.9 )% 111.1
(2.9 )%
ECS 564.7
319.1
76.9 % 468.2
20.6 %
$ 2,898.7
$ 2,470.1
17.3 % $ 2,619.2
10.7 %

Percentage of total revenues:
Apex 64.8 % 68.6 % 64.7 %
Oxford 15.7 % 18.4 % 17.4 %
ECS 19.5 % 13.0 % 17.9 %
100.0 % 100.0 % 100.0 %

Assignment 76.8 % 82.5 % 77.9 %
Permanent placement 3.7 % 4.5 % 4.2 %
ECS 19.5 % 13.0 % 17.9 %
100.0 % 100.0 % 100.0 %

Domestic 95.5 % 95.3 % 95.5 %
Foreign 4.5 % 4.7 % 4.5 %
100.0 % 100.0 % 100.0 %

Revenues for the ~~quarter~~first nine months of 2020 were $2.9 billion, ~~up 17.3~~an increase of 1.4 percent ~~year-over-year on a reported basis. Revenue~~year over year, primarily driven by the high growth ~~was attributable to a 9.1~~of our federal government business. Revenues from our commercial business, which accounted for 74.8 percent ~~increase in assignment revenues and a 76.9 percent increase in revenues from ECS on a reported basis. Permanent placement~~of total revenues, were down ~~slightly~~year over year resulting from ~~2018. The growth in assignment revenues was mainly~~lower customer demand caused by the COVID-19 pandemic. Revenues from ~~large-volume customers and from IT consulting services. On a pro forma basis, consolidated~~our federal government business, which accounted for 25.2 percent of total revenues, were up ~~$279.5 million, or 10.7 percent and ECS revenues were up 20.6 percent year-over-year. The growth in revenues from ECS was driven by artificial intelligence and machine learning solutions,~~reflecting increased volume on certain existing programs, new contract awards and the contribution from ~~DHA,~~Blackstone Federal, which was acquired ~~earlier~~ in ~~the~~January of this year.

The table below shows our revenues by business and by segment for the nine months ended September 30, 2020 and 2019 (in millions):


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

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

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

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

Revenues from ~~the~~our Apex Segment were ~~$1.9 billion, up 10.8~~down 4.1 percent ~~year-over-year, reflecting continued high~~year over year resulting from lower customer demand ~~for Apex’s IT services and solutions. Assignment revenues,~~attributable to the COVID-19 pandemic. Revenues from Apex Systems, which ~~includes consulting services,~~ accounted for 86.8 percent the ~~majority of~~segment's revenues, were about the growth. The growth in assignment revenues reflected double-digit growth in (i) five of Apex’s eight industry verticals, (ii) its top accounts (large-volume accounts) and (iii) consulting services, whichsame as the prior year period. Revenues from the segment's creative marketing division were up 31.4 percent from 2018 and accounted for 12.6 percent of the segment’s revenues. Assignment revenue hours worked were up approximately 6.8 percent, while average revenue per hour worked was up 3.9 percent from 2018.down 21.9 percent.

Revenues from ~~the~~our Oxford Segment were ~~$455.3 million, flat year-over-year. Assignment revenues increased slightly, offset by a decrease in permanent placement revenues. Assignment revenue hours worked increased by 2.4~~down 13.0 percent ~~whereas average revenue per hour worked was down slightly~~primarily resulting from ~~2018.~~lower customer demand attributable to the COVID-19 pandemic.

Federal Government Business — Revenues from ~~the ECS Segment were $564.7 million, on a reported basis, which includes DHA. On a pro forma basis, revenues~~our federal government business were up ~~20.6 percent year-over-year.~~31.2 percent. This increase was driven by ~~high growth in the segment's artificial intelligence~~a number of factors including, increased volume on certain existing programs (mainly AI/ML solutions and ~~machine learning solutions,~~development/expansion of unclassified networks), new contract awards and ~~revenues~~the contribution from ~~DHA. Revenues~~Blackstone Federal, which was acquired in ~~2019 included a higher mix of revenues from third-party technology purchases and license renewals that are an integral part of the customer solution.~~January 2020.

Gross Profit and Gross ~~Margins~~Margin

Reported Pro Forma
2019 2018 % Change 2018 % Change
Gross profit:
Apex $ 555.4
$ 506.1
9.7 % $ 506.1
9.7 %
Oxford 183.3
187.3
(2.2 )% 187.3
(2.2 )%
ECS 101.8
58.3
74.7 % 85.0
19.8 %
Consolidated $ 840.5
$ 751.7
11.8 % $ 778.4
8.0 %
Gross margin:
Apex 29.6 % 29.8 % 29.8 %
Oxford 40.3 % 41.1 % 41.1 %
ECS 18.0 % 18.3 % 18.1 %
Consolidated 29.0 % 30.4 % 29.7 %
The table below shows gross profit and gross margin by business and by segment for the nine months ended September 30, 2020 and 2019 (in millions):


	Gross Profit						Gross Margin
	2020		2019		Change		2020		2019		Change
Business
Commercial	$	685.9	$	738.7	-7.1	%	31.2	%	31.7	%	-0.5	%
Federal Government	126.8		101.8		24.6	%	17.1	%	18.0	%	-0.9	%
Consolidated	$	812.7	$	840.5	-3.3	%	27.6	%	29.0	%	-1.4	%

Contract
Commercial	$	606.9	$	630.9	-3.8	%	28.6	%	28.3	%	0.3	%
Federal Government	126.8		101.8		24.6	%	17.1	%	18.0	%	-0.9	%
	$	733.7	$	732.7	0.1	%	25.7	%	26.3	%	-0.6	%

Segment
Apex	$	528.1	$	555.4	-4.9	%	29.3	%	29.6	%	-0.3	%
Oxford	157.8		183.3		-13.9	%	39.8	%	40.3	%	-0.5	%
ECS	126.8		101.8		24.6	%	17.1	%	18.0	%	-0.9	%
Consolidated	$	812.7	$	840.5	-3.3	%	27.6	%	29.0	%	-1.4	%

~~On a reported basis,~~____________

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

Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, allowable materials and reimbursable out-of-pocket expenses. Consolidated gross profit was ~~up 11.8~~down 3.3 percent ~~year-over-year. On a pro forma basis, gross profit was up 8.0 percent year-over-year due to~~year over year resulting from the ~~revenue growth~~overall decline in ~~the Apex and ECS segments.~~ revenues.

Gross margin was ~~29.0 percent, a compression of 140 basis points year-over-year~~down year over year due to achanges in business mix stemming from the decline in permanent placement revenues and the high revenue growth of our federal government business, which carries lower ~~mix~~gross margins than our commercial business. Gross margin on federal government revenues was lower year over year due to increased volume from certain programs under cost reimbursable contracts, which typically have lower margins than other contract types.

The contract gross margin for the commercial business, which excludes the effects of permanent placement revenues, ~~and lower contract margins, which were mainly the result of a higher mix of revenues from ECS and from high-volume, lower-margin accounts.~~

~~Gross profit for the Apex Segment~~ was up 9.7 percent on revenue growth of 10.8 percent. Gross margin was 29.6 percent, a compression of 20 basis points year-over-year related to a higher mix of revenues from high-volume accounts. Gross profit for the Oxford Segment was down 2.2 percent while revenues were flat year-over-year. Gross margin for the segment was 40.3 percent, a compression of 80 basis points year-over-year, mainly related to a lower mix of permanent placement revenues. Gross profit for the ECS Segment was up 74.7 percent on revenue growth of 76.9 percent on reported basis and gross margin for the segment was 18.0 percent, a compression of 30 basis points ~~due~~year over year. This improvement reflected, among other things, the higher contribution of consulting revenues and lower billable consultant expenses, which are generally passed through to ~~a lower mix of revenues from firm-fixed-price contracts and~~ the effects of the inclusion of DHA. On a pro forma basis, gross profit for the ECS Segment was up 19.8 percent on revenue growth of 20.6 percent. Gross margin on a pro forma basis was flat year-over-year.customer with no markup.

Selling, General and Administrative Expenses

SG&A expenses for the nine months ended September 30, 2020 were ~~$574.8~~$547.3 million ~~(19.8~~(18.6 percent of revenues), a year-over-year reduction of $27.5 million and a 120 basis point reduction in ~~the first nine months of 2019, compared with $521.4 million (21.1~~SG&A expense as a percent of ~~revenues) in the same period~~revenues. This improvement related to effective expense management, as well as lower incentive compensation and travel expenses.

Amortization of ~~2018. SG&A expenses included acquisition, integration and strategic planning expenses~~Intangible Assets

Amortization of ~~$2.7~~intangible assets was $37.6 million, ~~in the first nine months of 2019,~~ down from ~~$14.9~~$38.8 million in the same period of ~~2018, which included expenses related to the ECS acquisition.~~

~~SG&A expenses~~2019. The lower expense in the ~~first~~current year was due to accelerated amortization for certain acquired intangibles, which had higher amortization at the beginning of 2019.

Interest Expense

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

Interest expense for the year was comprised of $19.1 million of interest on the Senior Notes, $10.0 million of interest on the Credit Facility and $1.3 million of deferred loan fee amortization. The weighted-average borrowings outstanding were approximately $1.1 billion for the nine months ~~of 2019 included two nonrecurring charges totaling $8.6 million comprised of (i) expenses totaling $5.3 million related to~~ended September 30, 2020 and 2019. The weighted-average interest rate during the CEO transition following the resignation and subsequent termination of the former CEO pursuant to terms of his employment agreement and (ii) the write-off of certain foreign trademarks totaling $3.3 million. Excluding the two nonrecurring charges and the acquisition, integration and strategic planning expenses, SG&A expenses were $563.5 million (19.4period was 3.7 percent, ~~of revenues) in the first nine months of 2019, compared with $506.5 million (20.5~~down from 4.4 percent ~~of revenues)~~ in the same period of ~~2018. The first nine months of 2019 also included a $1.2 million benefit related to a reduction in the accrual for fees and penalties under the Affordable Care Act.~~2019.

~~Amortization of Intangible Assets~~

Amortization of intangible assets was $38.8 million , down from $44.7 million in the same period of 2018. The decrease was due to the accelerated amortization method for certain acquired intangibles, which have high amortization rates at the beginning of their useful life.

~~Interest Expense~~

Interest expense was $41.2 million in the first nine months of 2019, compared with $41.7 million in the same period of 2018. Interest expense in the first nine months of 2019 was comprised of (i) interest on the credit facility of $36.8 million and (ii) amortization of deferred loan costs of $4.4 million. Weighted average borrowings outstanding in first nine months of 2019 were $1.1 billion, up approximately $43.5 million from first nine months of 2018. Weighted average interest rate in the first nine months of 2019 was 4.4 percent, up from 3.9 percent in the first nine months of 2018, due to the increase in LIBOR.

Provision for Income Taxes

The provision for income taxes was $52.5 million for nine months ended September 30, 2020, compared with $50.2 million infor the ~~first~~same period of last year. Our effective income tax rate for the nine months ended September 30, 2020 was 26.6 percent, which was slightly lower than for the same period of ~~2019, compared with $31.9~~last year.

Net Income

Net income increased $9.5 million or 7.0 percent to $144.9 million in nine months ended September 30, 2020, from $135.4 million in the same period of 2018. The effective tax rate in the first nine months of 2019 was 27.0 percent, compared with 22.2 percent in the same period of 2018. The effective tax rate in prior year benefited from (i) adjustments totaling $2.9 million2019. This increase related to the ~~provisional estimates under the TCJA based on IRS guidelines issued~~moderate growth in ~~2018~~revenues year over year and ~~(ii) higher excess tax benefits from stock-based compensation.~~lower SG&A and interest expenses.

~~Net Income~~

~~Net income was $135.4 million for the first nine months of 2019, up from $111.8 million in the same period of 2018.~~

ECS Segment Contract Backlog

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

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

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

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


(in millions)	September 30, 2020		December 31, 2019
Funded Contract Backlog	$	571.4	$	488.4
Negotiated Unfunded Contract Backlog	2,136.5		2,082.7
Contract Backlog	$	2,707.9	$	2,571.1

(in millions) September 30, 2019 June 30, 2019
Funded Contract Backlog $ 494.3
$ 356.6
Negotiated Unfunded Contract Backlog 2,200.0
1,589.4
Contract Backlog $ 2,694.3
$ 1,946.0

~~ECS Segment Book-to-Bill Ratio~~

The book-to-bill ratio for our ECS ~~segment~~Segment was ~~4.6~~1.3 to 11.0 for the third quarter of ~~2019 and 2.4 to 1 for the trailing twelve months ended September 30, 2019.~~2020. The book-to-bill ratio was calculated as the sum of the change in total contract backlog during the period plus revenues for the period, divided by revenues for the period. The contract backlog coverage ratio (backlog at September 30, 2020 divided by trailing-twelve-months of ECS Segment's revenues) was 2.7 to 1.0.

Liquidity and Capital Resources

Our working capital ~~(current assets less current liabilities)~~ at September 30, ~~2019~~2020 was ~~$393.7~~$545.3 million, and our cash and cash equivalents were ~~$67.5~~$229.7 million ~~of which $19.6~~(including $30.8 million ~~was~~ held in foreign ~~countries and not available to fund domestic operations unless repatriated.~~countries). Our cash flows from operating activities, which benefit from our highly variable cost structure, have been our primary source of liquidity and have been sufficient to fund our working capital and capital expenditure needs. ~~Our working capital requirements are primarily driven by the overall growth in~~At September 30, 2020, we had full availability under our ~~business.~~$250.0 million revolving credit facility. We believe that our cash on hand, expected operating cash flows and availability under our revolving credit facility will be sufficient to ~~meet~~fulfill our obligations, working capital requirements and capital expenditures for the next 12 months.

Net cash provided by operating activities was ~~$231.8~~$337.8 million for the first nine months of ~~2019,~~2020, compared with ~~$223.6~~$231.8 million in the same period of ~~2018.~~2019. Net cash provided by operating activities before changes in operating assets and liabilities was $239.8 million, compared with $247.4 million ~~up 10.9 percent from~~in the same period of ~~2018.~~2019. Changes in operating assets and liabilities resulted in net cash ~~usage~~generation of ~~$15.6~~$98.0 million for the first nine months of ~~2019,~~2020, compared with ~~modest~~net cash ~~generation~~usage of ~~$0.5~~$15.6 million in the same period of ~~2018.~~2019. The ~~year-over-year changes mainly related to (i) lower annual incentive compensation payments~~net cash generation in 2020 included the ~~prior year due to acceleration~~deferral of ~~payment into December 2017 for tax planning purposes, (ii) lower tax payments made in~~federal payroll taxes as provided by the ~~current year due to higher income tax prepayments at the end of 2017 and (iii) the inclusion of ECS for the full nine-month period in 2019.~~CARES Act.

Net cash used in investing activities was ~~$71.4~~$180.1 million for the first nine months of ~~2019,~~2020, compared with ~~$782.5~~$71.4 million for the same period of ~~2018.~~2019. Net cash used in investing activities ~~for the first nine months of 2019 was comprised of $48.5~~at September 30, 2020 included $151.5 million for ~~the acquisition of DHA~~acquisitions and ~~$22.8~~$28.3 million ~~to purchase property and equipment.~~in capital expenditures. This compares with cash used in investing activities in the same period of ~~2018 comprised of $760.3~~2019, which included $48.5 million ~~to acquire ECS~~for acquisitions and ~~$22.1~~$22.8 million ~~to purchase property and equipment.~~in capital expenditures.

Net cash used in financing activities was ~~$134.0~~$24.4 million for the first nine months of ~~2019,~~2020, compared with ~~cash provided by financing activities of $563.9~~$134.0 million in the same period of ~~2018.~~2019. Net cash used in financing activities for the nine months ended September 30, 2020 consisted primarily of $27.9 million used for repurchases of our common stock. Net cash used in financing activities in the same period of 2019 consisted primarily of $119.0 million in net payments of long-term debt and $20.0 million used for repurchases of our common stock. ~~Net cash provided by financing activities in the same period of 2018 consisted primarily of $822.0 million of proceeds from the~~

Senior Secured Credit Facility

The senior secured credit facility ~~(related to the financing~~("Credit Facility") consists of ~~the ECS acquisition), partially offset by $231.0~~a term B loan and a senior secured revolving credit facility with a maximum borrowing capacity of $250.0 million in payments of long-term debt and $22.5 million of debt issuance and amendment costs. Financing activities in 2018 also included $9.5 million in payments made for liabilities assumed in the ECS acquisition.

("Revolver"). At September 30, ~~2019,~~2020, the Company had no outstanding borrowings under ~~our~~the Revolver and had $3.9 million in undrawn stand-by letters of credit ~~facility totaled $985.2 million (see Note 6. Long-Term Debt). For~~to secure certain obligations. Borrowings under the term B loan ~~that matures~~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 ~~June 6, 2022, there~~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 until its maturity date. For the term B loan that matures on April 2, 2025, we are required to make minimum quarterly payments of $2.1 million; however, as a result of principal payments made through September 30, 2019, the first required minimum quarterly payment of $2.1 million is not due until September 30, 2022. We are also required to make mandatory prepayments on the ~~term loans from excess cash flow~~Credit Facility and ~~with the proceeds of asset sales, debt issuances and specified other events, subject to specified exceptions. The credit facility~~it is secured by substantially all ~~our~~of the Company's assets and includes various restrictive ~~covenants including~~covenants.

Unsecured Senior Notes

The Company has $550.0 million of unsecured senior notes due in 2028 ("Senior Notes"). The Senior Notes bear interest at 4.625 percent, which is payable in arrears on May 15 and November 15 of each year. The Senior Notes are unsecured obligations and are subordinate to the ~~maximum ratio~~Company's Credit Facility to the extent of ~~consolidated secured debt to consolidated EBITDA, which steps down at regular intervals from 4.50 to 1.00 as of September 30, 2019, to 3.75 to 1.00 as of September 30, 2021 and thereafter.~~the collateral securing such facility. The ~~credit facility~~Senior Notes also ~~contains~~contain certain customary limitations including, among other terms and conditions, ~~our~~the Company's ability to incur additional indebtedness, engage in mergers and acquisitions, transfer or sell assets and declare dividends. At September 30, 2019, we were in compliance with all debt covenants, the ratio of consolidated secured debt to consolidated EBITDA was 2.26 to 1.00 and we had $196.1 million of available borrowing capacity under the revolving credit facility.make certain distributions.

On May 31, 2019, the Board of Directors approved a stock repurchase program whereby the Company may repurchase up to $250.0 million of its common stock through May 30, 2021. During the three months ended September 30, 2019, the Company purchased 324,373 shares for $20.0 million ($61.67 average price per share). The remaining authorized amount under this program is $230.0 million.

Recent Accounting Pronouncements

~~The Company's accounting policies were revised in connection with the implementation of ASC 842. Refer to Note 3. Leases~~See "Note 2. Accounting Standards Update" in the notes to the condensed consolidated financial statements in Part I, Item 1.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies and estimates during the nine months endedSeptember 30, ~~2019~~2020 compared with those disclosed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2019 10-K and "~~2018 10-K.~~Note 1. General" in the notes to the condensed consolidated financial statements in Part I, Item 1 included herein.

Commitments

We have not made any material changes to the significant commitments or contractual obligations that were disclosed in our ~~2018~~2019 10-K, nor have we entered into any new ones.

Item 3 -— Quantitative and Qualitative Disclosures about Market Risks

With respect to our quantitative and qualitative disclosures about foreign currency risks and interest rates risks, there have been no material changes to the information included in our ~~2018 10-K.~~

~~Foreign Currency Fluctuations.~~2019 Our exposure to fluctuations in foreign currency exchange rates relates primarily to our foreign subsidiaries. Exchange rates impact the U.S. dollar value of our reported earnings, investments in our foreign subsidiaries and intercompany transactions with our foreign subsidiaries. Fluctuations in currency exchange rates impact the U.S. dollar amount of our stockholders’ equity. The assets and liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at the exchange rates in effect at period end. The resulting translation adjustments are recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss).10-K. Based on the relative size and nature of our foreign operations, we do not believe that a 10 percent change in the value of foreign currencies relative to the U.S. dollar would have a material impact on our ~~financial statements.~~

~~Interest Rate Risk.~~ ~~Our exposure to interest rate risk is associated with our debt instruments (refer to Note~~ ~~6. Long-Term Debt~~ ~~in the~~ condensed consolidated financial ~~statements for a further description of our debt instruments).~~statements. A hypothetical 100 basis point change in interest rates ~~on variable rate debt~~for the Credit Facility would have resulted in an interest expense ~~fluctuating~~change of approximately ~~$10.1~~$4.9 million ~~based~~ on ~~$1.0 billion of debt outstanding for any 12-month period. We have~~an annualized basis. The $550.0 million Senior Notes bear a fixed interest rate and thus are not ~~entered into any~~susceptible to interest rate market ~~risk sensitive instruments for hedging or trading purposes.~~risks.

Item 4 -— Controls and Procedures

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

There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, ~~2019~~2020 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II –— OTHER INFORMATION

Item 1 –— Legal Proceedings

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

Item 1A –— Risk Factors

~~Information regarding~~There have been no material changes to the risk factors ~~affecting our business is discussed~~previously described in our ~~2018 10-K.~~2019 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

On May 31, 2019, the Board of Directors approved a stock repurchase program, under which the Company may repurchase up to $250.0 million of its common stock through May 30, 2021. The Company's purchases of securities during the quarter ended September 30, 2019 are shown in the table below.None.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number
(or Approximate Dollar Value)
of Shares That May Yet be Purchased Under the Plans or Programs
(in millions)
July 40,000
$ 63.21
40,000
$ 247.5
August 234,373
$ 61.03
234,373
233.2
September 50,000
$ 63.39
50,000
230.0
Total 324,373
$ 61.67
324,373
$ 230.0

Item 3 -— Defaults Upon Senior ~~Notes~~Securities

None.

Item 4 -— Mine Safety Disclosures

~~Not applicable.~~

~~Item 5 - Other Information~~

None.

Item 5 — Other Information

None.

Item 6 -— Exhibits

INDEX TO EXHIBITS

Number

Footnote

Description

Number

Footnote

Description

3.1

~~(1)~~(3)

Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective June 23, 2014

3.1

(1)

Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective June 23, 2014

3.2

~~(2)~~(4)

Certificate of Amendment of Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective April 2, 2018

3.2

(2)

Certificate of Amendment of Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective April 2, 2018

3.3

~~(3)~~(P)

Third Amended and Restated Bylaws of ASGN Incorporated, effective April 2, 2018

3.3

~~(1)~~(3)

Third Amended and Restated Bylaws of ASGN Incorporated, effective April 2, 2018

4.1

(4)(P)

Specimen Common Stock Certificate

4.1

(4)(P)

Specimen Common Stock Certificate

10.1

ASGN Incorporated Second Amended and Restated 2010 Incentive Award Plan, dated August 8, 2019

31.1

Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a)

31.1

Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a)

31.2

Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a)

31.2

Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a)

32.1

Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350

32.1

Certification of Theodore S. Hanson, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350

32.2

Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

32.2

Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

101

The following material from this Quarterly Report on Form 10-Q of ASGN Incorporated for the period ended September 30, 2019, formatted in Inline XBRL Part I, Item 1 of this Form 10-Q formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements.

101

The following material from this Quarterly Report on Form 10-Q of ASGN Incorporated for the period ended September 30, 2020, formatted in Inline XBRL Part I, Item 1 of this Form 10-Q formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements.

104

Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101)

104

Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101)

(1)

Filed herewith.

(1)

Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2014.

(2)

Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on March 16, 2018.

(2)

Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on March 16, 2018.

(3)

Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on April 2, 2018.

(3)

Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on April 2, 2018.

(4)

Incorporated by reference from an exhibit to our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the SEC on September 21, 1992.

(P)

This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K.

~~(2)~~(4)

Incorporated by reference from an exhibit to our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the SEC on September 21, 1992.

~~(3)~~(P)

This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K.

SIGNATURE

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


			ASGN Incorporated

November 6, 2020			~~ASGN Incorporated~~
By:
~~November 8, 2019~~	~~By:~~	/s/ Edward L. Pierce
				Edward L. Pierce
				Executive Vice President and Chief Financial Officer
				(Principal Financial and Accounting Officer and Duly Authorized Officer)



	September 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	67.5		$	41.8
Accounts receivable, net	650.5			613.8
Prepaid expenses and income taxes	10.2			11.4
Workers' compensation receivable	14.7			15.0
Other current assets	4.2			4.3
Total current assets	747.1			686.3
Property and equipment, net	72.6			79.1
Operating lease right of use assets	85.7			—
Identifiable intangible assets, net	464.9			488.7
Goodwill	1,444.7			1,421.1
Other	16.6			12.6
Total assets	$	2,831.6		$	2,687.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	27.1		$	43.1
Accrued payroll and contract professional pay	220.7			194.8
Workers’ compensation loss reserves	17.0			17.4
Operating lease liabilities	25.0			—
Income taxes payable	18.8			3.4
Other current liabilities	44.8			49.5
Total current liabilities	353.4			308.2
Long-term debt	985.2			1,100.4
Operating lease liabilities	66.6			—
Deferred income tax liabilities	78.7			79.8
Other	16.2			17.3
Total liabilities	1,500.1			1,505.7
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1 million shares authorized; no shares issued	—			—
Common stock, $0.01 par value; 75 million shares authorized; 52.7 million and 52.5 million shares issued, respectively	0.5			0.5
Paid-in capital	634.4			601.8
Retained earnings	705.4			586.1
Accumulated other comprehensive loss	(8.8		)	(6.3		)
Total stockholders’ equity	1,331.5			1,182.1
Total liabilities and stockholders’ equity	$	2,831.6		$	2,687.8



Supplemental Disclosure of Cash Flow Information
Cash paid for:
Income taxes	$	36.6	$	10.2
Interest	$	37.0	$	37.8
Supplemental Disclosure of Non-Cash Transactions
Unpaid portion of additions to property and equipment	$	1.1	$	1.7



	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Operating lease expense	$	8.1	$	24.0
Short-term lease expense	0.5		1.3
Variable lease expense	1.9		4.2
Total lease expense	$	10.5	$	29.5



Cash paid for operating lease liabilities	$	24.6
Operating lease ROU assets obtained in exchange for new operating lease liabilities	$	13.0
Weighted-average remaining lease term of operating leases	4.1 years
Weighted-average discount rate of operating leases	4.5		%



Remainder of 2019	$	7.2
2020	28.2
2021	24.2
2022	18.5
2023	12.7
Thereafter	9.7
Total future minimum lease payments	100.5
Less imputed interest	(8.9		)
Total operating lease liabilities	$	91.6



	Nine Months Ended
	September 30, 2018
Revenues	$	2,619.2
Income from continuing operations	$	123.7
Net income	$	123.4

Earnings per share:
Basic	$	2.36
Diluted	$	2.32

Weighted average number of shares outstanding	52.3
Weighted average number of shares and dilutive shares outstanding	53.1



	Apex Segment		Oxford Segment			ECS Segment		Total
Balance as of December 31, 2017	$	662.1	$	232.0		$	—	$	894.1
ECS acquisition	—		—			528.2		528.2
Translation adjustment	—		(1.2		)	—		(1.2		)
Balance as of December 31, 2018	662.1		230.8			528.2		1,421.1
DHA acquisition	—		—			24.7		24.7
Translation adjustment	—		(1.1		)	—		(1.1		)
Balance as of September 30, 2019	$	662.1	$	229.7		$	552.9	$	1,444.7



		September 30, 2019						December 31, 2018
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Subject to amortization:
Customer and contractual relationships	2 - 12.75 years	$	362.1	$	170.7	$	191.4	$	346.9	$	145.4	$	201.5
Contractor relationships	2 - 5 years	71.0		70.5		0.5		71.1		67.1		4.0
Backlog	1 - 2.75 years	25.0		22.3		2.7		23.1		17.7		5.4
Non-compete agreements	2 - 7 years	23.6		12.8		10.8		22.1		9.9		12.2
In-use software	6 years	18.9		18.3		0.6		18.9		16.0		2.9
Favorable contracts	5 years	—		—		—		1.4		0.9		0.5
		500.6		294.6		206.0		483.5		257.0		226.5
Not subject to amortization:
Trademarks⁽¹⁾		258.9		—		258.9		262.2		—		262.2
Total		$	759.5	$	294.6	$	464.9	$	745.7	$	257.0	$	488.7



	September 30, 2019			December 31, 2018
$200 million revolving credit facility, due March 31, 2023	$	—		$	—
Term B loan facility, due June 6, 2022	218.0			337.0
Term B loan facility, due April 2, 2025	787.0			787.0
	1,005.0			1,124.0
Unamortized deferred loan costs	(19.8		)	(23.6		)
	$	985.2		$	1,100.4



	2019			2018			% Change
Revenues by segment:
Apex:
Assignment	$	629.8		$	575.2		9.5	%
Permanent placement	14.3			14.4			(1.2	)%
	644.1			589.6			9.2	%
Oxford:
Assignment	130.3			130.4			—	%
Permanent placement	22.2			22.4			(0.9	)%
	152.5			152.8			(0.2	)%

ECS	206.1			164.0			25.7	%

Consolidated:
Assignment	760.1			705.6			7.7	%
Permanent placement	36.5			36.8			(1.0	)%
ECS	206.1			164.0			25.7	%
	$	1,002.7		$	906.4		10.6	%

Percentage of total revenues:
Apex	64.2		%	65.1		%
Oxford	15.2		%	16.8		%
ECS	20.6		%	18.1		%
	100.0		%	100.0		%

Assignment	75.8		%	77.8		%
Permanent placement	3.6		%	4.1		%
ECS	20.6		%	18.1		%
	100.0		%	100.0		%

Domestic	95.6		%	95.7		%
Foreign	4.4		%	4.3		%
	100.0		%	100.0		%



	Reported								Pro Forma
	2019			2018			% Change		2018			% Change
Revenues by segment:
Apex:
Assignment	$	1,835.0		$	1,653.8		11.0	%	$	1,653.8		11.0	%
Permanent placement	43.7			41.9			4.2	%	41.9			4.2	%
	1,878.7			1,695.7			10.8	%	1,695.7			10.8	%
Oxford:
Assignment	391.1			386.1			1.3	%	386.1			1.3	%
Permanent placement	64.2			69.2			(7.2	)%	69.2			(7.2	)%
	455.3			455.3			—	%	455.3			—	%

ECS	564.7			319.1			76.9	%	468.2			20.6	%

Consolidated:
Assignment	2,226.1			2,039.9			9.1	%	2,039.9			9.1	%
Permanent placement	107.9			111.1			(2.9	)%	111.1			(2.9	)%
ECS	564.7			319.1			76.9	%	468.2			20.6	%
	$	2,898.7		$	2,470.1		17.3	%	$	2,619.2		10.7	%

Percentage of total revenues:
Apex	64.8		%	68.6		%			64.7		%
Oxford	15.7		%	18.4		%			17.4		%
ECS	19.5		%	13.0		%			17.9		%
	100.0		%	100.0		%			100.0		%

Assignment	76.8		%	82.5		%			77.9		%
Permanent placement	3.7		%	4.5		%			4.2		%
ECS	19.5		%	13.0		%			17.9		%
	100.0		%	100.0		%			100.0		%

Domestic	95.5		%	95.3		%			95.5		%
Foreign	4.5		%	4.7		%			4.5		%
	100.0		%	100.0		%			100.0		%



(in millions)	September 30, 2019		June 30, 2019
Funded Contract Backlog	$	494.3	$	356.6
Negotiated Unfunded Contract Backlog	2,200.0		1,589.4
Contract Backlog	$	2,694.3	$	1,946.0



Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs (in millions)
July	40,000		$	63.21	40,000		$	247.5
August	234,373		$	61.03	234,373		233.2
September	50,000		$	63.39	50,000		230.0
Total	324,373		$	61.67	324,373		$	230.0