asgn-20250930

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, 2025


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

Commission file number: 001-35636

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware

95-4023433

(State or other jurisdiction of incorporation or organization)

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

4400 Cox Road, Suite 110, Glen Allen, Virginia

23060

(Address of Principal Executive Offices)

(Zip Code)

(888) 482-8068

(Registrant's telephone number, including area code)

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

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock

ASGN

NYSE

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

☐ Yes ☒ No

At October 24, 2025, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was 42.7 million.

ASGN INCORPORATED AND SUBSIDIARIES

INDEX


PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)			3

Condensed Consolidated Balance Sheets			3

Condensed Consolidated Statements of Operations and Comprehensive Income			4

Condensed Consolidated Statements of Stockholders’ Equity			5

Condensed Consolidated Statements of Cash Flows			6

Notes to Condensed Consolidated Financial Statements			7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			13

Item 3 — Quantitative and Qualitative Disclosures about Market Risks			17

Item 4 — Controls and Procedures			17

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings			18

Item 1A — Risk Factors			18

Item 2 — Unregistered Sales of Securities and Use of Proceeds			18

Item 3 — Defaults Upon Senior Securities			18

Item 4 — Mine Safety Disclosures			18

Item 5 — Other Information			18

Item 6 — Exhibits			19

Signatures			20

PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	126.5	$	205.2
Accounts receivable, net	710.4		650.8

Other current assets	81.5		61.7
Total current assets	918.4		917.7
Property and equipment, net	83.1		82.6

Identifiable intangible assets, net	470.6		439.8
Goodwill	2,142.4		1,893.1
Other non-current assets	85.8		95.8
Total assets	$	3,700.3	$	3,429.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accrued payroll	$	249.4	$	218.0


Other current liabilities	212.9		149.1
Total current liabilities	462.3		367.1
Long-term debt	1,165.7		1,033.5

Deferred income tax liabilities	192.3		187.5
Other long-term liabilities	46.9		64.2
Total liabilities	1,867.2		1,652.3
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares issued	—		—
Common stock, $0.01 par value; 75.0 million shares authorized; 43.1 million and 43.8 million shares outstanding at September 30, 2025 and December 31, 2024, respectively.	0.4		0.4
Paid-in capital	727.5		684.2
Retained earnings	1,107.2		1,097.1
Accumulated other comprehensive loss	(2.0)		(5.0)
Total stockholders’ equity	1,833.1		1,776.7
Total liabilities and stockholders’ equity	$	3,700.3	$	3,429.0

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues	$	1,011.4	$	1,031.0	$	3,000.3	$	3,114.7
Costs of services	714.5		730.6		2,134.7		2,217.0
Gross profit	296.9		300.4		865.6		897.7
Selling, general, and administrative expenses	212.2		207.5		643.5		623.3
Amortization of intangible assets	16.8		14.0		48.0		44.2
Operating income	67.9		78.9		174.1		230.2
Interest expense, net	(17.4)		(16.0)		(51.0)		(49.4)
Income before income taxes	50.5		62.9		123.1		180.8
Provision for income taxes	12.4		15.4		34.8		48.0



Net income	$	38.1	$	47.5	$	88.3	$	132.8

Earnings per share:
Basic	$	0.88	$	1.07	$	2.02	$	2.93



Diluted	$	0.87	$	1.06	$	2.01	$	2.89




Shares and share equivalents used to calculate earnings per share:
Basic	43.5		44.5		43.7		45.4
Diluted	43.7		45.0		43.9		45.9

Reconciliation of net income to comprehensive income:
Net income	$	38.1	$	47.5	$	88.3	$	132.8
Foreign currency translation adjustment	(0.4)		0.2		3.0		(2.1)
Comprehensive income	$	37.7	$	47.7	$	91.3	$	130.7

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, 2025
Balance at June 30, 2025	43.8	$	0.4	$	727.1	$	1,100.9	$	(1.6)	$	1,826.8
Stock-based compensation expense	—	—		11.1		—		—		11.1
Issuances under equity plans	0.3	—		5.5		—		—		5.5
Tax withholding on restricted stock vesting	—	—		(0.8)		—		—		(0.8)
Stock repurchase and retirement of shares	(1.0)	—		(15.4)		(31.8)		—		(47.2)

Other	—	—		—		—		(0.4)		(0.4)
Net income	—	—		—		38.1		—		38.1
Balance at September 30, 2025	43.1	$	0.4	$	727.5	$	1,107.2	$	(2.0)	$	1,833.1

Three Months Ended September 30, 2024
Balance at June 30, 2024	45.1	$	0.5	$	687.2	$	1,122.5	$	(2.3)	$	1,807.9
Stock-based compensation expense	—	—		9.9		—		—		9.9
Issuances under equity plans	0.1	—		7.7		—		—		7.7
Tax withholding on restricted stock vesting	—	—		(3.7)		—		—		(3.7)
Stock repurchase and retirement of shares	(1.0)	—		(16.5)		(78.6)		—		(95.1)
Other	—	—		—		—		0.2		0.2
Net income	—	—		—		47.5		—		47.5
Balance at September 30, 2024	44.2	$	0.5	$	684.6	$	1,091.4	$	(2.1)	$	1,774.4



	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Nine Months Ended September 30, 2025
Balance at December 31, 2024	43.8	$	0.4	$	684.2	$	1,097.1	$	(5.0)	$	1,776.7
Stock-based compensation expense	—	—		36.8		—		—		36.8
Issuances under equity plans	0.5	—		14.2		—		—		14.2
Tax withholding on restricted stock vesting	—	—		(7.8)		—		—		(7.8)
Stock repurchase and retirement of shares	(1.7)	—		(28.6)		(78.2)		—		(106.8)
Acquisition (Note 4)	0.5	—		28.7		—		—		28.7
Other	—	—		—		—		3.0		3.0
Net income	—	—		—		88.3		—		88.3
Balance at September 30, 2025	43.1	$	0.4	$	727.5	$	1,107.2	$	(2.0)	$	1,833.1

Nine Months Ended September 30, 2024
Balance at December 31, 2023	46.7	$	0.5	$	696.0	$	1,195.6	$	—	$	1,892.1
Stock-based compensation expense	—	—		32.6		—		—		32.6
Issuances under equity plans	0.5	—		17.2		—		—		17.2
Tax withholding on restricted stock vesting	—	—		(13.7)		—		—		(13.7)
Stock repurchase and retirement of shares	(3.0)	—		(47.5)		(237.0)		—		(284.5)
Other	—	—		—		—		(2.1)		(2.1)
Net income	—	—		—		132.8		—		132.8
Balance at September 30, 2024	44.2	$	0.5	$	684.6	$	1,091.4	$	(2.1)	$	1,774.4

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Nine Months Ended
	September 30,
	2025		2024
Cash Flows from Operating Activities
Net income	$	88.3	$	132.8
Adjustments to reconcile net income to net cash provided by operating activities:

Amortization and depreciation	83.6		72.4
Stock-based compensation	36.8		32.6

Other	9.2		7.2
Changes in operating assets and liabilities:
Accounts receivable	(38.5)		52.6
Prepaid expenses and income taxes	(0.8)		0.6
Accounts payable	11.6		(7.2)
Accrued payroll	27.2		0.9
Income taxes payable	27.2		17.2
Other	(19.0)		(9.3)
Net cash provided by operating activities	225.6		299.8
Cash Flows from Investing Activities
Cash paid for property and equipment	(31.2)		(24.0)
Cash paid for acquisitions, net of cash acquired	(306.1)		—

Net cash used in investing activities	(337.3)		(24.0)
Cash Flows from Financing Activities
Proceeds from long-term debt	365.0		—
Principal payments of long-term debt	(230.4)		(3.8)

Proceeds from employee stock purchase plan	14.2		17.2
Repurchase of common stock	(105.9)		(283.3)
Payment of employment taxes related to release of restricted stock awards	(7.8)		(13.7)
Other	(3.3)		—


Net cash provided by (used in) financing activities	31.8		(283.6)
Effect of exchange rate changes on cash and cash equivalents	1.2		(1.5)
Net Decrease in Cash and Cash Equivalents	(78.7)		(9.3)

Cash and Cash Equivalents at Beginning of Year	205.2		175.9
Cash and Cash Equivalents at End of Period	$	126.5	$	166.6


Supplemental Disclosure of Cash Flow Information
Cash paid for —
Income taxes	$	6.6	$	22.8
Interest	$	44.3	$	41.4
Operating leases	$	18.5	$	17.6
Noncash transactions —



Operating lease right of use assets obtained in exchange for operating lease liabilities	$	14.7	$	13.6

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. General

Basis of Presentation — The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The December 31, 2024 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, 2024 ("2024 10-K").

2. Accounting Standards Update ("ASU")

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU No. 2025-05, Financial Instruments Credit Losses (Topic 326), which aims to simplify the measurement of credit losses for current accounts receivable and current contract assets arising from transactions under Topic 606, Revenue from Contracts with Customers. This amendment introduces a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged for the asset's remaining life when estimating expected credit losses. This update is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is in the process of evaluating the adoption of the standard update.

In September 2025, the FASB issued ASU No. 2025-06, Internal-Use Software (Subtopic 350-40), to modernize accounting for software costs by removing outdated guidance and better reflect current development practices. The amendment removes all references to prescriptive and sequential software development stages (e.g., preliminary, application development, post-implementation) and allows for capitalization of software costs once management approves funding and completion is likely. This update is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the impact the standard will have on its consolidated financial statements.

3. Balance Sheet Details

The table below presents selected balance sheet account balances (in millions):


	September 30, 2025		December 31, 2024
Other current assets:
Prepaid expenses and income taxes	$	46.8	$	44.6
Other	34.7		17.1
	$	81.5	$	61.7

Other non-current assets:
Operating lease right-of-use assets	$	61.9	$	61.9
Other	23.9		33.9
	$	85.8	$	95.8

Other current liabilities:
Accounts payable	$	38.2	$	27.2
Operating lease liabilities	20.7		19.5
Contract liabilities	30.0		17.6
Income taxes payable	29.3		1.6
Other	94.7		83.2
	$	212.9	$	149.1

Other long-term liabilities:
Operating lease liabilities	$	45.1	$	46.9
Other	1.8		17.3
	$	46.9	$	64.2

During the second quarter of 2025, the Company terminated its deferred compensation plan (“DCP”). The final distribution of all participant account assets will occur in June 2026. As of September 30, 2025, the plan assets and liabilities were $18.8 million and were included in other current assets and other current liabilities on the condensed consolidated balance sheet. As of December 31, 2024, the plan assets and liabilities were $17.8 million, of which $1.7 million was included in other current assets and other current liabilities, and the remaining $16.1 million was included in other non-current assets and other long-term liabilities on the condensed consolidated balance sheet.

4. Acquisition

On March 4, 2025, the Company acquired TopBloc, LLC (“TopBloc”), a leading, tech-enabled Workday consultancy, for $340.0 million, consisting of 90 percent cash and 10 percent equity. TopBloc is part of the Commercial Segment and its results of operations are included in the consolidated results of the Company from the date of its acquisition. The purchase accounting for this acquisition remains incomplete with respect to the provisional fair value of assets acquired and liabilities assumed, as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively within 12 months from the date of acquisition. The preliminary fair value of the identifiable intangible assets and goodwill related to this acquisition is as follows (in millions):


	Estimated Useful Life in Years

Customer relationships	7	$	42.1
Internally-developed software	3	4.4

Trademarks	Indefinite	32.4
		$	78.9

Goodwill		$	247.9

__________

Approximately $217.4 million of the goodwill for the TopBloc acquisition is deductible for income taxes.

5. Goodwill and Identifiable Intangible Assets

Goodwill by reportable segment is as follows (in millions):


	Commercial		Federal Government		Total
Balance as of December 31, 2023	$	1,075.8	$	818.3	$	1,894.1

Translation adjustment	(1.0)		—		(1.0)
Balance as of December 31, 2024	1,074.8		818.3		1,893.1
Acquisition of TopBloc	247.9		—		247.9

Translation adjustment	1.4		—		1.4


Balance at September 30, 2025	$	1,324.1	$	818.3	$	2,142.4

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


		September 30, 2025						December 31, 2024
	Estimated Useful Life in Years	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Subject to amortization:
Customer and contractual relationships	6 - 13	$	447.4	$	289.5	$	157.9	$	405.3	$	245.0	$	160.3


Non-compete agreements	3 - 7	21.4		17.4		4.0		21.4		14.7		6.7
Internally-developed software	3	4.4		0.9		3.5		—		—		—
		473.2		307.8		165.4		426.7		259.7		167.0
Not subject to amortization:

SEC Form 10-Q filed by ASGN Incorporated